Glendale City Council
January 11, 2022

A G E N D A
SPECIAL MEETING: GLENDALE HOUSING AUTHORITY
(STAFF ACCESS ONLY) COUNCIL CHAMBERS
613 E. Broadway, 2nd Floor
Glendale, CA 91206
Meetings are broadcast live on Glendale TV, viewable on Spectrum Cable, channel 6, and AT&T U- verse, channel 99. Meetings are also streamed live in high definition (HD) on the city's webpage, glendaleca.gov/live , on YouTube.com/myglendale , and on Apple TV, Roku, and Amazon Fire devices using a free app called Screenweave and choosing “Glendale TV” from the menu. Meetings are also archived on the City Website for viewing anytime at glendaleca.gov/agendas . Call (818) 548-4013 for program schedules. DVDs of the proceedings are available for purchase in the City Clerk's Office.

If you have any question about matters on the agenda, or requests for assistance, please contact the City Clerk at (818) 548-2090 during regular business hours.

PLEASE TURN OFF CELLULAR PHONES WHILE INSIDE THE MEETING LOCATION In compliance with the Americans with Disabilities Act (ADA) of 1990, auxiliary hearing aids, sign language translation, and Braille transcripts are available upon request. Assisted listening devices are available same-day upon request. At least 48 hours (or two business days) notice is required for requests regarding sign language translation and Braille transcription services. All documents related to open session items on this agenda that are received less than 72 hours prior to this meeting, and are public records, will be available for review in the Office of the City Clerk, 613 E. Broadway, RM 110, Glendale, CA 91206.

Translation services are provided for meetings through the use of bilingual staff for speakers who wish to utilize the service as available. Speakers should state their request by contacting the City Clerk’s office at (818) 548-2090, at least 24 hours prior to the scheduled meeting. Please specify the language for which you require translation. The exclusive use of City provided interpreters is not required and persons are welcome to use their own interpreter or speak in their native language.

JANUARY 11, 2022 AT 3:00 PM
To help slow the transmission of COVID-19, and protect the health and safety of the community, City Council, as well as Board & Commission meetings, will continue to be closed to the public for in-person attendance.

The public is encouraged to watch and participate from the safety of their homes to practice social distancing. Meetings are broadcast live on Glendale TV, viewable on Spectrum Cable, channel 6, and AT&T U-verse, channel 99. Meetings are also streamed live in high definition (HD) on the city's webpage, glendaleca.gov/live , on YouTube.com/myglendale , and on Apple TV, Roku, and Amazon Fire devices using a free app called Screenweave and choosing “Glendale TV” from the menu.

For public comments and questions during the meeting, call (818) 937-8100. Public comments on a specific agenda item will be taken when that agenda item is discussed. 1 TYPED 1/11/2022 9:15:15 AM
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ROLL CALL
- 3:00 PM
- Report of the City Clerk of the City Council, re: Posting of Agenda. The Agenda for the Tuesday, January 11, 2022 Special Public Meeting of the Housing Authority was posted on January 4, 2022 on the Bulletin Board Outside City Hall.

A SPECIAL PUBLIC MEETING of the Housing Authority is hereby called to meet at 3:00 PM on Tuesday, January 11, 2022 , in the Council Chamber, 613 E. Broadway, 2nd Floor , Glendale, CA 91206 to consider the following item(s) of business, to wit;

1. Presentation – Mayor’s Commendation: Deborah Rhoads (Kane Ballmer Berkman Law Group) for her Retirement

2. Community Development, re: Housing Authority Execution of an Affordable Housing Agreement, Ground Lease and Easement Purchase Contract Associated with 900 E Broadway, L.P., a California Limited Partnership created by Meta Housing Corporation, for a Proposed 100% Affordable Senior Housing Project (Citrus Crossing) on Housing Authority Owned Land at 900 E. Broadway a. Housing Authority Resolution Approving an Affordable Housing Agreement and Ground Lease with 900 E Broadway, L.P. for Housing Authority owned land at 900 E. Broadway in Glendale, California 91205;
b. Housing Authority Motion Approving an Easement Purchase Contract with 900 E Broadway, L.P. and Harrower Village, L.P., a California Limited Partnership created by Abode Communities, developer for 920 E. Broadway; and
c. Housing Authority Resolution of Appropriation in support of Citrus Crossing, a 100% affordable rental senior housing project

ADJOURNMENT
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2 CITY OF GLENDALE, CALIFORNIA

REPORT TO THE GLENDALE HOUSING AUTHORITY

AGENDA ITEM
Report: Housing Authority Execution of an Affordable Housing Agreement, Ground Lease and Easement Purchase Contract Associated with 900 E Broadway, L.P., a California Limited Partnership created by Meta Housing Corporation, for a Proposed 100% Affordable Senior Housing Project (Citrus Crossing) on Housing Authority Owned Land at 900 E. Broadway

1. Housing Authority Resolution Approving an Affordable Housing Agreement and Ground Lease with 900 E Broadway, L.P. for Housing Authority owned land at 900 E. Broadway in Glendale, California 91205;

2. Housing Authority Motion Approving an Easement Purchase Contract with 900 E Broadway, L.P. and Harrower Village, L.P., a California Limited Partnership created by Abode Communities, developer for 920 E. Broadway; and

3. Housing Authority Resolution of Appropriation in support of Citrus Crossing, a 100% affordable rental senior housing project.

COUNCIL ACTION
Item Type: Action Item
Approved for January 11, 2022 calendar

EXECUTIVE SUMMARY
Staff has negotiated and is bringing forth the terms of an Affordable Housing Agreement and Ground Lease by and between the Housing Authority of the City of Glendale (“Housing Authority”) and 900 E Broadway, L.P., a California Limited Partnership created by Meta Housing Corporation (“Meta”). Staff has also negotiated and is bringing forth the terms of an Easement Purchase Contract between the Housing Authority, 900 E Broadway, L.P. and Harrower Village, L.P., a California Limited Partnership created by Abode Communities (“Abode”), developer for 912, 920 E.

Broadway and 117 S. Belmont Street (collectively, “920 E. Broadway”).

The Affordable Housing Agreement, Ground Lease and Easement Purchase Contract support Citrus Crossing, a 100% affordable, 127-unit rental, senior housing project located at 900 E. Broadway. In September 2021, Meta was able to secure 4% low income housing tax credits (“4% Tax Credits”) from the California Tax Credit Allocation Committee (“CTCAC”). With an award of 4% Tax Credits, the Housing Authority may now commit $1.8 million in HOME funds and deallocate an equal amount of Measure S funds as part of the approval of the Affordable Housing Agreement. 4 of 422
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COUNCIL PRIORITIES
Balanced, Quality Housing: Approving, authorizing and directing execution of the Affordable Housing Agreement, Ground Lease and Easement Purchase Contract in support of Citrus Crossing would contribute to the City Council’s priority of balanced, quality housing by allowing the construction of and ensuring the long-term viability and affordability of 126 affordable rental housing units (127 units total including the manager’s unit) for lower income senior households.

Safe and Healthy Community: The development of affordable housing provides for decent, safe and sanitary housing for all segments of Glendale’s community.

RECOMMENDATION
The Housing Authority to (1) approve, authorize and direct execution of an Affordable Housing Agreement and Ground Lease with 900 E Broadway, L.P. for Housing Authority owned land at 900 E. Broadway, (2) approve, authorize and direct execution of an Easement Purchase Contract with 900 E Broadway, L.P. and Harrower Village, L.P., and (3) approve the Resolution of Appropriation in support of Citrus Crossing, a 100% affordable rental senior housing project.

BACKGROUND
In October 2019, the Housing Authority acquired 900, 912, 920 E. Broadway and 117 S.

Belmont Street from Tobinworld for $12.1M. The purpose of the Housing Authority’s acquisition was for a future 100% affordable housing development.

On July 29, 2020, the Housing Authority issued two Request for Qualifications (“RFQs”), one for the development of 100% affordable rental housing at 900 E. Broadway (alternatively, the “Project Site”) and another at 920 E. Broadway. 920 E. Broadway is a separate, 40-unit 100% affordable, historic and adaptively re-used rental housing project reserved for seniors. 920 E. Broadway will be developed by Abode and will require 22 shared parking spaces at 900 E. Broadway. This report and requested actions are specific to 900 E. Broadway.

In response to the RFQ, Meta submitted qualifications dated September 14, 2020 to ground lease the Project Site from the Housing Authority and develop the Project Site with 88 units of 100% affordable rental housing, a pedestrian paseo, a one and a half- level subterranean parking structure and additional community space.

After careful review of all twelve submittals to the RFQ, the Housing Authority recommended Meta as one of the development teams to be further evaluated for consideration. Through the RFQ process and in response to direction from the Housing Authority at its November 3, 2020 hearing, the concept plan was refined to reduce the size of the units to accommodate a senior population and to provide all parking in subterranean levels. The smaller units and subterranean parking allowed the number of units to be increased to 127, consisting of 87 studios, 39 one-bedroom and a single two bedroom manager’s unit and also allowed the addition of approximately, 1,000 square 5 of 422
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feet of indoor community space, while reducing the building mass.

Citrus Crossing will provide 100% affordable rental housing for seniors with incomes between 20% and 70% of area median income. It will also provide 92 on-site, subterranean parking spaces, 22 of which will be reserved for 920 E. Broadway. Meta proposes to develop Citrus Crossing with financing that includes multifamily housing revenue bond proceeds, low income housing tax credits, Measure S Funds, Low and Moderate Income Housing Asset Funds, HOME Program Funds, and other private and public funding sources.

On December 1, 2020, the Housing Authority approved entering into an Exclusive Negotiation Agreement with Meta. On May 4, 2021, the Housing Authority approved entering into a Letter of Loan Commitment and Lease Option with Meta in time for Meta to apply for an allocation of tax-exempt multifamily housing revenue bonds from the California Debt Limit Allocation Committee (“CDLAC”) and an allocation of 4% Tax Credits from CTCAC later in May 2021. Meta was able to secure 4% Tax Credits in September 2021.

Since the award of 4% Tax Credits, 900 E Broadway, L.P., a California Limited Partnership created by Meta, applied for the issuance of approximately $33 million in CDLAC tax-exempt multifamily housing revenue bond proceeds issued by the California Public Finance Authority (“CalPFA”), a Joint Powers Authority, in support of Citrus Crossing. On November 2, 2021, City Council approved City to become a non-charter additional member of CalPFA and conducted a Tax Equity and Fiscal Responsibility Act (“TEFRA”) approving the issuance of $33 million in CDLAC tax-exempt multifamily housing revenue bond proceeds to finance the construction of Citrus Crossing.

Meta has been in the plan check process and anticipates building permit issuance by February 2022. Concurrently, Meta and City staff have negotiated an Affordable Housing Agreement, Ground Lease and related documents for Housing Authority review and approval. Additionally, Meta, Abode and staff have negotiated an Easement Purchase Contract regarding the 22 shared parking spaces located at 900 E. Broadway for Housing Authority review and approval. See Draft Affordable Housing Agreement (Exhibit 2), Draft Ground Lease (Exhibit 3) and Draft Easement Purchase Contract (Exhibit 4) attached.

Once approved, all closing documents will be executed. In January 2022, Glendale Water and Power (“GWP”) will begin the process of relocating and undergrounding the utility lines in the adjacent alley. Construction of Citrus Crossing will commence shortly thereafter. Construction is expected to last approximately 24 to 27 months with a deadline of September 1, 2024. Marketing of the units will not take place until approximately six months prior to anticipated construction completion. 6 of 422
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ANALYSIS

SUMMARY OF TERMS OF AFFORDABLE HOUSING AGREEMENT AND GROUND LEASE
The key terms of the Affordable Housing Agreement remain substantively the same as when the Housing Authority approved the Letter of Loan Commitment on May 4, 2021.

The key terms of the Affordable Housing Agreement and Ground Lease are summarized as follows:
Meta will finance and construct 127 residential dwelling units for seniors, 126 as affordable rental housing and one will be reserved as an on-site manager’s unit. The housing units will be reserved for rent by lower income households at affordable rent levels between 20% and 70% area median income through the lease term of 72 years, with an optional five-year extension. The Housing Authority’s total assistance to Citrus Crossing is $15,050,000 (consisting of $6,050,000 for land and $9,000,000 development loan), or approximately, $118,504 per unit.
The Housing Authority’s assistance will be in the form of residual receipt loans secured by Leasehold Deeds of Trust that will be subordinate to a Permanent Financing Loan.
The term of the Ground Lease will be for 72 years with a five-year optional extension at a capitalized value of $6,050,000 payable through residual receipts.

PROJECT ECONOMICS
The estimated Citrus Crossing budget is $61,074,009. Citrus Crossing’s budget has increased by $3,872,219 since the Housing Authority approved the Letter of Loan Commitment on May 4, 2021. The increased costs are being funded by a combination of a larger permanent loan (mortgage financing) and deferred developer fees.

The Housing Authority’s contribution to Citrus Crossing remains the same, with a long term lease valued at the prorated land acquisition price of $6,050,000 (approximately, $47,638 per unit) and a $9 Million development loan (approximately, $70,866 per unit).

The remaining $46,024,009 will be financed using $26,374,213 in federal tax credit equity; $2,039,796 in state tax credit equity; approximately, $16,950,000 in conventional, private permanent loan financing; and $660,000 in parking revenue from 920 E. Broadway (Easement Purchase Contract).

Table 1 on the following page shows the sources of funds during and post-construction for the project.
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TABLE 1 SOURCES OF FUNDS
Construction Amount Per Unit
Construction Loan (Tax Exempt) $ 28,000,000 $ 220,473 Construction Loan (Taxable) $ 7,612,415 $ 59,940 Glendale Housing Authority $ 9,000,000 $ 70,866 City of Glendale Ground Lease $ 6,050,000 $ 47,638 Tax Credit Equity (Federal) $ 7,912,264 $ 62,302 Tax Credit Equity (State) $ 611,939 $ 4,818 Deferred Operating Reserve $ 397,391 $ 3,129 Deferred Developer Fee $ 1,490,000 $ 11,732 Total Sources $ 61,074,009 $ 480,898
Permanent Amount Per Unit
Permanent Loan (Tax Exempt) $ 16,950,000 $ 133,465 Glendale Housing Authority $ 9,000,000 $ 70,866 City of Glendale Ground Lease $ 6,050,000 $ 47,638 Parking Revenue (Easement
Purchase Contract) $ 660,000 $ 5,197 Tax Credit Equity (Federal) $ 26,374,213 $ 207,671 Tax Credit Equity (State) $ 2,039,796 $ 16,061 Total Sources $ 61,074,009 $ 480,898

SUMMARY OF TERMS OF EASEMENT PURCHASE CONTRACT
The key terms of the Easement Purchase Contract are summarized as follows:
Meta agrees to sell to Abode and Abode agrees to purchase a perpetual easement and right of way for the 22 parking spaces at 900 E. Broadway and the accommodation of pedestrians in connection with the use of such parking spaces.
Meta will be responsible for the construction of certain facilities within the easement property.
The easement purchase price will be $660,000.
If the 920 E. Broadway lease option between the Housing Authority and Abode, approved May 4, 2021, terminates at any point prior to the acquisition by Abode of the leasehold interest in 920 E. Broadway, then Abode shall assign all of its rights and obligations under the Easement Purchase Contract to the Housing Authority.
There is no fiscal impact associated with the Easement Purchase Contract should Abode assign all of its rights and obligations to the Housing Authority, as the $660,000 purchase price has already been committed by 920 E. Broadway’s Letter of Loan Commitment approved on May 4, 2021.
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HUD HOME ACTION PLAN AND RESOLUTION OF APPROPRIATION
HUD HOME regulations require a Participating Jurisdiction to comply with its Citizen Participation Plan (“CPP”) before allocating HOME funds to a project. The CPP seeks to involve the participation of citizens of Glendale and social service agencies in the development and adoption of its Consolidated Plan (“CP”) and Annual Action Plan (“AAP”). The CP and AAP detail the City’s plan for addressing its affordable housing needs. The AAP provides details on specific affordable housing projects the Housing Authority intends to develop within a given year.

In the current AAP, the City of Glendale identified 900 E. Broadway as a project it intended to develop with the use of approximately $1.82 million in HOME dollars. The City sought public comment on the AAP from March 2, 2021 to April 2, 2021, and it was adopted by the City of Glendale on June 29, 2021.

With the award of 4% Tax Credits, the Housing Authority may now replace some of its commitment of Measure S funds with federal HOME funds. The maximum amount of HOME funds that can be committed to Citrus Crossing without triggering Davis Bacon prevailing wage is $1.8 million. Staff is recommending the Housing Authority approve committing $1.8 million in HOME Grant funds and deallocating an equal amount of Measure S funds as part of the approval of the Affordable Housing Agreement.

STAKEHOLDERS/OUTREACH
Public hearings were conducted on May 4, 2021 to approve the Density Bonus and Inclusionary Housing Plan, Letter of Loan Commitment and Lease Option. A Design Review Board hearing was also conducted on May 27, 2021. All hearings were properly noticed.

FISCAL IMPACT
The Housing Authority's total assistance to Citrus Crossing is $15.05 million, including $6,050,000 in land and $9.0 million in cash. The development loan is currently budgeted in the following projects:

Existing Appropriations
Amount Account String Funding Source
$7,275,000 GL: 43112-4011-CDD-0020-P0000-
PL: CDD00539AN
Measure S CIP Fund
$1,725,000 GL: 43112-2130-CDD-0020-P0000-
PL: CDD00539BN
Low & Mod Income
Housing Asset Fund
$9,000,000 Total
However, as part of the Affordable Housing Agreement, staff is requesting to deallocate and return $1.8 million in Measure S CIP funds from Citrus Crossing to the New Affordable Housing Land Acquisition project. Since staff received authorization from HUD to utilize Home Grant funds for Citrus Crossing in the amount of $1.8 million, of which $1,192,875 was budgeted during the budget process, staff is requesting a resolution of appropriation in the amount of $607,125 from the HOME Grant fund 9 of 422
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balance to cover the gap in funding.

Requesting Appropriations
Amount From
(Account String)
To
(Account String)
Funding Source
$1,800,000 GL: 43112-4011-CDD-
0020-P0000-
PL: CDD00539AN
GL: 43112-4011-CDD-
0020-P0000-
PL: CDD00487AN
Measure S CIP
Fund
$607,125 GL: 24210-2030-CDD-
0000-P0000-
PL:

GL: 43112-2030-CDD-
0020-P0000-
PL: CDD00539CN
Home Grant
Fund

ENVIRONMENTAL REVIEW
In conjunction with the approval of the Project’s land use entitlements and letter of loan commitment on May 4, 2021, the Council and Housing Authority determined that the Project is exempt from any further CEQA review pursuant to section 15332 of Title 14 of the California Code of Regulations (CEQA Guidelines), as a Class 32 “In-Fill Development Project”, as the project meets all the threshold criteria set forth in section 15332(a) through (e).

CAMPAIGN DISCLOSURE
The names and business addresses of the members of the board of directors, the chairperson, CEO, COO, CFO, Subcontractors and any person or entity with more than 10% interest in the company proposed for contract in this Agenda Item Report are attached in Exhibit 5, in accordance with the City Campaign Finance Ordinance No. 5744.

ALTERNATIVES
Alternative 1: Adopt the resolution authorizing execution of an Affordable Housing Agreement and Ground Lease with 900 E Broadway, L.P. for Housing Authority owned land at 900 E. Broadway, adopt the motion authorizing execution of Easement Purchase Contract with 900 E Broadway, L.P. and Harrower Village, L.P., and adopt the Resolution of Appropriation committing HOME funds and deallocating an equal amount of Measure S funds, in support of Citrus Crossing, a 100% affordable rental senior housing project.

Alternative 2: Do not approve the resolutions and motion for the Project. This alternative will terminate the project.

Alternative 3: Consider any other alternative not proposed by staff.

ADMINISTRATIVE ACTION
Prepared by:

Peter Zovak, Assistant Director of Community Development Michael Fortney, Principal Housing Project Manager
Michelle Shahnazarians, Administrative Analyst
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Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS / ATTACHMENTS
Exhibit 1: Site Map
Exhibit 2: Draft Affordable Housing Agreement
Exhibit 3: Draft Ground Lease
Exhibit 4: Draft Easement Purchase Contract
Exhibit 5: Campaign Disclosures
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HOUSING AUTHORITY OF THE

CITY OF GLENDALE, CALIFORNIA
RESOLUTION NO. ____________

A RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF GLENDALE

APPROVING AN AFFORDABLE HOUSING AGREEMENT AND GROUND LEASE BETWEEN THE HOUSING AUTHORITY AND 900 E BROADWAY, L.P. FOR THE DEVELOPMENT OF AN AFFORDABLE SENIOR HOUSING PROJECT AT 900 EAST

BROADWAY (CITRUS CROSSING)
WHEREAS, the Housing Authority of the City of Glendale (the “Authority”) is committed to providing decent, safe, and affordable housing; and WHEREAS, the Authority, utilizing funding from the Low and Moderate Income Housing Asset Fund and the Measure S CIP Fund, acquired real property at 900, 912, and 920 E. Broadway and 117 S. Belmont Street; and
WHEREAS, the City of Glendale has adopted the promotion of affordable rental housing as one of its priority goals in the Housing Element of its General Plan; and WHEREAS, 900 E. Broadway, L.P. (“Developer”) has proposed to design, finance, and build a 127-unit affordable rental housing project for seniors generally located 900 E.

Broadway in Glendale (“Project”); and
WHEREAS, when granting prior approvals to the Project, the Council of the City of Glendale and the Housing Authority determined that the project is categorically exempt from the California Environmental Quality Act (“CEQA”) pursuant to State CEQA Guidelines Sections 15332, subdivisions (a) through (e); and
WHEREAS, entering an Affordable Housing Agreement and Ground Lease is essential for the development of the Project.

NOW, THEREFORE, BE IT RESOLVED BY THE HOUSING AUTHORITY OF THE CITY OF GLENDALE:

Section 1. That the Affordable Housing Agreement (“Agreement”) and Ground Lease (“Lease”) by and between the Housing Authority and 900 E. Broadway, L.P., which includes a residual receipts loan by the Authority to the Developer (secured by a leasehold deed of trust) in the amount of $15,050,000 (comprised of the $6,050,000 value of the land and additional development loan of $9,000,000) are hereby approved.

Section 2. That the Housing Authority hereby finds that an economically feasible alternative method of financing the project without subordinating the leasehold deeds of trust to the lender’s leasehold deed of trust, is not reasonably available, and authorizes the Executive Director or designee to execute such subordination agreement as may be reasonably required by Developer’s construction and permanent lenders.

Section 3. That the Executive Director, or his designee, is hereby authorized to execute the Agreement and Lease on behalf of the Authority. 12 of 422
C:\inetpub\wwwroot\Glendale\temp\SPCC_01112021_Resolution_2a.pdf 2 Section 4. That the Executive Director, or his designee, is hereby authorized to take all actions, execute other such documents, and incur such expenses as may be necessary to implement and carry out the Agreement on behalf of the Authority.

Section 5. That the Executive Director, or his designee, is hereby authorized to make changes in the Agreement and Lease after execution, subject to approval of general counsel, as necessary to implement and carry out said Agreement and Lease, which do not materially affect the rights and obligations of the Authority.

Adopted this day of______________________, 2022. _______________________________________
Chair of the Housing Authority
of the City of Glendale
Attest:
____________________________________________
Clerk of the Housing Authority of the City of Glendale

STATE OF CALIFORNIA )
) SS

COUNTY OF LOS ANGELES )
I, Aram Adjemian, Clerk of the Housing Authority of the City of Glendale, do hereby certify that the foregoing Resolution No.______________was duly adopted by the Housing Authority of the City of Glendale at a special meeting of the Housing Authority held on the _______ day of ________________________, 2022, and that the same was adopted by the following vote:

Ayes:

Noes:

Absent:

Abstain:
_________________________________________
Clerk of the Housing Authority
of the City of Glendale
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M O T I O N
Moved by Housing Authority Member__________________________, seconded by Housing Authority Member ___________________________, that the Housing Authority of the City of Glendale hereby authorizes the Executive Director or his designee to execute the Easement Purchase Contract with 900 E. Broadway, L.P.. and Harrower Village, L.P. in substantially the form set forth as Exhibit 4 to the Report to the Housing Authority dated January 11, 2022. The Easement Purchase Contract shall be in a form approved by the City Attorney/General Counsel.

Vote as follows:

Ayes:

Noes:

Absent:

Abstain:
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AFFOR

DABLE HOUSING AGREEMENT
(900 East Broadway)
by an
d between

HOUSING AU

THORITY OF THE CITY OF GLENDALE,
Authority,
and
900
E BROADWAY, L.P.,
Developer
Decemb
er ___, 2021
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TAB

LE OF CONTENTS
Page
Article I. SUBJECT OF AGREEMENT ................................................................................ 1 Section 1.01 Purpose of the Agreement ........................................................................... 1 Section 1.02 Definitions................................................................................................... 1 Section 1.03 The Property.............................................................................................. 11 Section 1.04 The Authority ............................................................................................ 11 SECTION 1.05 The Developer ........................................................................................... 11 Section 1.06 Assignments and Transfers ....................................................................... 12 Article II. LEASE OF PROPERTY TO DEVELOPER ........................................................ 13 Section 2.01 Condition of the Property.......................................................................... 13 Section 2.02 Form of Ground Lease; Term ................................................................... 14 Article III. FINANCING......................................................................................................... 14 Section 3.01 Method of Financing ................................................................................. 14 Section 3.02 Authority Assistance................................................................................. 14 Section 3.03 Evidence of Financing .............................................................................. 15 Article IV. DEVELOPMENT OF THE PROPERTY ............................................................. 16 Section 4.01 Land Use Approvals ................................................................................. 16 Section 4.02 Hazardous Materials ................................................................................. 17 Section 4.03 Scope of Development .............................................................................. 17 Section 4.04 Construction Drawings and Related Documents ...................................... 17 Section 4.05 Authority Approval of Plans, Drawings and Related Documents ............ 18 Section 4.06 Cost of Construction ................................................................................. 19 Section 4.07 Schedule of Performance .......................................................................... 19 Section 4.08 Local, State and Federal Laws .................................................................. 19 Section 4.09 Nondiscrimination During Construction................................................... 21 Section 4.10 Copeland Anti-Kickback Act .................................................................... 21 Section 4.11 Contract Work Hours and Safety Standards Act ...................................... 21 Section 4.12 Indemnification and Insurance .................................................................. 21 Section 4.13 Disclaimer of Authority Responsibility .................................................... 25 Section 4.14 Permits ...................................................................................................... 25 Section 4.15 Rights of Access ....................................................................................... 25 Section 4.16 Taxes, Assessments, Encumbrances and Liens ........................................ 25 Section 4.17 Rights to Plans .......................................................................................... 26 Section 4.18 Release of Construction Covenants .......................................................... 26 Article V. USE OF THE PROPERTY ................................................................................... 27 Section 5.01 Use As Affordable Housing ...................................................................... 27 Section 5.02 Management Plan; Annual Project Budget; Quarterly Report ................. 29 18 of 422
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Se
ction 5.03 Property Maintenance ............................................................................... 30 Section 5.04 Obligation to Refrain from Discrimination............................................... 31 Section 5.05 Equal Employment Opportunity ............................................................... 32 Section 5.06 Labor, Training, and Business Opportunity .............................................. 33 Section 5.07 Effect and Duration of Covenants ............................................................. 34 Section 5.08 Enforcement of Covenants ........................................................................ 34 Section 5.09 Monitoring ................................................................................................ 34 Section 5.10 Agreement Containing Covenants; HOME Regulatory Agreement ......... 35 Article VI. DEFAULTS AND REMEDIES ........................................................................... 35 Section 6.01 Defaults - General ..................................................................................... 35 Section 6.02 Institution of Legal Actions ...................................................................... 36 Section 6.03 Applicable Law ......................................................................................... 36 Section 6.04 Acceptance of Service of Process ............................................................. 37 Section 6.05 Rights and Remedies are Cumulative....................................................... 37 Section 6.06 Damages .................................................................................................... 37 Section 6.07 Specific Performance ................................................................................ 37 Section 6.08 Termination by Either Party...................................................................... 37 Section 6.09 Termination by Developer ........................................................................ 38 Section 6.10 Termination by Authority ......................................................................... 38 Section 6.11 Limited Recourse Obligations .................................................................. 39 Article VII. GENERAL PROVISIONS ................................................................................... 40 Section 7.01 Notices ...................................................................................................... 40 Section 7.02 Conflicts of Interest................................................................................... 41 Section 7.03 Nonliability of Authority Officials and Employees .................................. 41 Section 7.04 Force Majeure ........................................................................................... 41 Section 7.05 Inspection of Books and Records ............................................................. 41 Section 7.06 Approvals.................................................................................................. 42 Section 7.07 Real Estate Commissions .......................................................................... 42 Section 7.08 No Third Party Beneficiaries .................................................................... 42 Section 7.09 Authority to Sign....................................................................................... 42 Section 7.10 No Partnership .......................................................................................... 43 Section 7.11 Compliance With Law .............................................................................. 43 Section 7.12 Binding Effect ........................................................................................... 43 Section 7.13 Incorporation by Reference....................................................................... 43 Section 7.14 Counterparts .............................................................................................. 43 Section 7.15 Construction and Interpretation of Agreement ......................................... 43 Section 7.16 Entire Agreement, Waivers and Amendments .......................................... 44 Section 7.17 Time for Acceptance of Agreement by Authority .................................... 44 19 of 422
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ATTACHMENTS

ATTACHMENT NO. 1 - SITE MAP
ATTACHMENT NO. 2 - LEGAL DESCRIPTION
ATTACHMENT NO. 3 - METHOD OF FINANCING
ATTACHMENT NO. 4 - SCOPE OF DEVELOPMENT
ATTACHMENT NO. 5 - SCHEDULE OF PERFORMANCE
ATTACHMENT NO. 6 - PROJECT BUDGET
ATTACHMENT NO. 7 - GROUND LEASE
ATTACHMENT NO. 8 - M EMORANDUM OF LEASE
ATTACHMENT NO. 9 - N OTICE OF AFFORDABILITY RESTRICTIONS ATTACHMENT NO. 10 - AGREEMENT CONTAINING COVENANTS
ATTACHMENT NO. 11 - HOME REGULATORY AGREEMENT
ATTACHMENT NO. 12 - LMIHAF NOTE
ATTACHMENT NO. 13 - MEASURE S NOTE
ATTACHMENT NO. 14 - HOME NOTE
ATTACHMENT NO. 15 - AUTHORITY DEED OF TRUST
ATTACHMENT NO. 16 - ASSIGNMENT OF RENTS
ATTACHMENT NO. 17 - ASSIGNMENT OF AGREEMENTS
ATTACHMENT NO. 18 - ENVIRONMENTAL INDEMNITY
ATTACHMENT NO. 19 - DISBURSEMENT AGREEMENT

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900 East Broadway
Affordable Housing Agreement

AFFORDABLE HOUSING AGREEMENT
(900 East Broadway)
THIS AFFORDABLE HOUSING AGREEMENT (this “Agreement”), dated as of __________________________, 2021, is entered into by and between the HOUSING AUTHORITY OF THE CITY OF GLENDALE , a public body, corporate and politic (“Authority”) and 900 E BROADWAY, L.P., a California limited partnership (“Developer”).

Authority and Developer agree as follows:

ARTICLE I. SUBJECT OF AGREEMENT
Section 1.01 Purpose of the Agreement
The purpose of this Agreement is to provide for the Authority’s ground lease to Developer of the hereinafter defined Property and the Authority’s assistance in financing the development and operation of one hundred and twenty-six (126) affordable rental housing units for Extremely Low Income, Very Low Income, and Low Income Senior Citizen Households, and one (1) manager’s unit . Development of t he project will include removing existing improvements (including the existing building, surface parking, and utilities in the alley) and new construction of a multifamily residential building with underground shared parking, alley improvements , and shared storage. The developmen t and use of the Property pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of the City of Glendale and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of applicable federal, state, and local laws and requirements. Pursuant to and conditioned upon the terms of this Agreement, the Authority will ground lease the Property to Developer and assist Developer in paying the cost of acquiring the Property (through a loan) and constructing the Improvements (as defined below) and the Developer will construct and operate the Improvements on the Property.

Section 1.02 Definitions
For purposes of this Agreement, the following capitalized terms will ha ve the following meanings:
“ Acquisition and Development Costs” means the total cost of acquiring the Property and developing and constructing the Improvements thereon, as set forth in the Project Budget. “ Affiliate” means any Person directly or indirectly controlling, controlled by or under common control with another Person. The term “control” as used in the immediately preceding sentence, means the power to direct the management or the power to control election of the board of directors. It will be a presumption that control with respect to a corporation or limited liability company is the right to exercise or control, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, control is the possession, 21 of 422
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indirectly or directly, of the power to direct or cause the direction of the management or policies of the controlled entity. For purposes of this definition, each general partner will be considered an “Affiliate” of Developer.
“ Affordable Rent” has the meaning set forth in California Health and Safety Code Section 50053. R ents for the Units will not exceed the respective amoun ts set forth in the Agreement Containing Covenants.
“Agreement Containing Covenants ” means the Agreement Containing Covenants (Including Rental Restrictions), substantially in the form attached to this Agreement as Attachment No. 10.
“Anti-Terrorism Laws ” means all laws relating to terrorism or money laundering, including, without limitation, the Currency and Foreign Transactions Reporting Act of 1970, Pub.

L. No. 91-508, 84 Stat. 1305 (1970), as amended from time to time. “ Annual Project Budget” has the meaning given in paragraph b of Section 5.02. “Approved Title Conditions ” means title that is subject to current property taxes and assessments, Senior Loans, and easements and other encumbrances specifically approved by the Authority Executive Director.
“ Assignment of Agreements” means a document substantially in the form attached to this Agreement as Attachment No. 17, which is incorporated herein by this reference. “ Assignment of Rents and Leases” means a document substantially in the form attached to this Agreement as Attachment No. 16, which is incorporated herein by this reference. “ Authority” means the Housing Authority of the City of Glendale, California, a public body, corporate and politic, and any assignee of or successor to its rights, powers and responsibilities.
“ Authority Deed of Trust” means the leasehold Deed of Trust with Assignment of Rents, in which Developer is the Trustor and Authority is the Beneficiary, which secures the LMIHAF Loan, the Measure S Loan , and the HOME Loan, substantially in the form attached to this Agreement as Attachment No. 15.
“ Authority Loan” means, individually and collectively, the LMIHAF Loan, the Measure S Loan, and the HOME Loan.
“Authority Loan Documents” means the instruments described as such in the Method of Financing.
“ City” means the City of Glendale, California.
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“Completion” means the point in time when all of the following will have occurred:
(1) issuance of a permanent certificate of occupancy by the City of Glendale; (2) recordation of a Notice of Completion by Developer or its contractor; (3) certification by the project architect that construction of the Improvements (with the exception of minor “punchlist” items) has been completed in a good and workmanlike manner and substantially in accordance with the approved plans and specifications; (4) payment, settlement or other extinguishment, discharge, release, waiver, bonding or insuring against any mechanic ’s liens that have been recorded or stop notices that have been delivered; (5) the time for Developer’s contractor, suppliers and subcontractors to file a claim pursuant to Civil Code Sections 3115-3117 has expired; (6) the Improvements comply with the requirements of the HOME Regulations (including the property standards under 24 CFR

92.251); and (7) Developer has submitted to the Authority the information needed to complete the “Rental Set Up and Completion Form – HOME Program” required by HUD . “ Conditions” means, with respect to the Property, the condition of the soil, geology, the presence of known or unknown faults or defects, or Hazardous Substances, the suitability of the Property for its intended uses, or the condition of any related public improvements. “ Construction Financing Event ” means the point in time when (i) all conditions precedent to the Construction Financing Event as set forth in the Method of Financing (Attachment No. 3) have been satisfied; (ii) the Lease is executed and delivered, and the Memorandum of Lease is recorded; (iii) the Construction Loan Deed of Trust and other Construction Loan documents, the Authority Deed of Trust and other Authority Loan Documents are recorded. “ Construction Financing Event Date ” means the date on which the Construction Financing Event is scheduled to take place.
“ Construction Loan” means the Construction Period loan to be made to Developer by Bank of America or another institutional lender acceptable to the Authority (“Construction Lender”) at the time of the Construction Financing Event, secured by the Construction Loan Deed of Trust.
“ Construction Loan Deed of Trust ” means the first priority leasehold deed of trust securing the Construction Loan.
“ Construction Period ” means the period of time commencing upon the Construction Financing Event and ending at Conversion.
“ Conversion” means the point in time when the Permanent Loan has been funded, the additional Limited Partner Capital Contribution has been funded (less that portion, not to exceed 10%, of the Limited Partner Capital Contribution that will be funded upon receipt of Form(s) 8609), and the Construction Loan has been repaid in full. “Developer Equity” means funds provided by Developer for payment of Acquisition and Development Costs and does not
include the Construction Loan, the LMIHAF Loan, the Measure 23 of 422
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S Loan, the HOME Loan or any other borrowed funds, and includes the Deferred Developer Fee, the Limited Partner Capital Contribution and other funds of the Developer. “Disbursement Agreement” means an agreement substantially in the form attached to this Agreement as Attachment No. 19 or in such other form and substance that is mutually acceptable to the Executive Director, Developer and Construction Lender. “ Environmental Indemnity” means an instrument substantially in the form attached to this Agreement as Attachment No. 18.
“ Escrow Agent ” means Fidelity National Title Company , or another escrow agent mutually acceptable to Authority and Developer.
“ Extremely Low Income” means household income that does not exceed the maximum income set forth in California Health and Safety Code Section 50106. “ Force Majeure” or “Force Majeure Event” means the following events, provided that they actually delay and interfere with the timely performance of the matter to which it would apply and despite the exercise of dilig ence and good business practices are or would be beyond the reasonable control of the party claiming such interference: War; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; acts of terrorism, epidemics; pandemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation including litigation challenging the validity of this transaction or any element thereof; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, or suppliers; acts of the other party; acts or failure to act of any Governmental Authority (except acts or failure to act of the Authority will not excuse performance by the Authority); the imposition of any applicable moratorium by a Governmental Authority; or any other causes which despite the exercise of diligence and good business practices are or would be beyond the reasonable control of the party claiming such delay and interference. Notwithstanding the foregoing, none of the foregoing events will constitute a Force Majeure Event unless and until the party claiming such delay and interference delivers to the other party written notice describing the event, its cause, when and how such party obtained knowledge, the date the event commenced, and the estimated delay resulting therefrom. Any party claiming a Force Majeure Delay will deliver such written notice within fifteen (15) days after it obtains actual knowledge of the event.
“ Force Majeure Delay” means any delay in taking any action required by this Agreement, proximately caused by the occurrence of any Force Majeure Event. “ Governmental Approvals” means and includes any and all general plan amendments, zoning approvals or changes, required approvals and certifications under the California Environmental Quality Act, tentative and final tract maps, variances, conditional use permits, demolition permits, excavation/foundation permits, grading permits, building permits, inspection reports and approvals, certificates of occupancy, and other approvals, permits, certificates, authorizations, consents, orders, entitlements, filings or registrations, and actions of any nature 24 of 422
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whatsoever required from an y Governmental Authority in order to commence and complete the construction of the Project.
“ Governmental Authority” means the United States, the State of California, the County of Los Angeles, the City of Glendale or any other political subdivision in which the Property is located, and any court or political subdivision, authority or instrumentality having jurisdiction over the Property.
“ Ground Lease” means the lease of the Property from the Authority to Developer for the purpose of developing and operating the Project, substantially in the form of the Ground Lease attached hereto as Attachment No. 7.
“ Hazardous Substances” has the meaning set forth in the Environmental Indemnity. “HOME Loan ” means the loan of HOME Program funds made by the Authority to Developer pursuant to this Agreement, in the amount set forth in the final approved Project Budget, which is evidenced by the HOME Note and secured by the Authority Deed of Trust and the other Authority Loan Documents having a lien on the Property that is junior in priority to the lien of the Senior Loan Deed of Trust.
“ HOME Note” means the Promissory Note evidencing the HOME Loan, substantially in the form attached to this Agreement as Attachment No. 14. “HOME Regulations” means 24 CFR Part 92, as amended from time to time. “HOME Regulatory Agreement ” means the Agreement Containing HOME Program Requirements, substantially in the form attached to this Agreement as Attachment No. 11. “HOME Rents ” means maximum rents, including a reasonable utility allowance for utilities and services (excluding telephone), for each of the eleven (11) Very Low Income HOME Units, that must meet either (a) or (b) of the following rent requirements:
(a) The rent does not exceed the lesser of (1) 30 percent of the annual income of a family whose income equals 50 percent of the median income for the area, as determined by HUD, with adjustments for smaller and larger families, as provided by HUD; (2) the fair market rent for existing housing for comparable units in the area as established by HUD under 24 CFR 888.111; or
(b) The rent does not exceed 30 percent of the family’s adjusted income. If the unit receives Federal or State project -based rental subsidy and the family pays as contribution toward rent not more than 30 percent of the family’s adjusted income, then the maximum rent (i.e., tenant contribution plus project -based rental subsidy) is the rent allowable under the Federal or State project-based rental subsidy program.
“HUD” means the United States Department of Housing and Urban Development. 25 of 422
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“Improvements” means the residential development to be constructed on the Property, consisting of 87 studio units, 39 one-bedroom units, 1 two-bedroom manager’s unit, and ancillary facilities, as described in the Scope of Development.
“ Investor Limited Partner” means any Person who will be an investor limited partner in Developer’s limited partnership and who will purchase the Low Income Housing Tax Credits and own a 99.99% interest in the Developer.
“ Lease Prepayment ” means Developer’s prepayment of the capitalized annual lease payments over the term of the Ground Lease, which prepayment will be financed by the Measure S Loan.
“ Leasehold Interest” means the leasehold interest in the Property that is created by the Ground Lease between the Authority and the Developer.
“ Legal Description ” means the legal description of the Property attached to this Agreement as Attachment No. 2.
“Limited Partner Capital Contribution” means the Developer Equity provided from the sale of the Low Income Housing Tax Credits as set forth in the Method of Financing. “ Limited Partnership” means the single purpose entity referred to herein as “Developer”, formed for the syndication of the Low Income Housing Tax Credits. “Limited Partnership Agreement ” means the agreement governing the Limited Partnership and includes the Limited Partnership Agreement as amended and restated on the admission of the Investor Limited Partner.
“LMIHAF” means the Low and Moderate Income Housing Asset Fund, established and maintained by the Authority pursuant to California Health and Safety Code Sections 34176 and 34176.1.
“LMIHAF Loan” means the loan made by the Authority to Developer pursuant to this Agreement, in the amount set forth in the final approved Project Budget, which is evidenced by the LMIHAF Note and secured by the Authority Deed of Trust and the other Authority Loan Documents having a lien on the Property that is junior in priority to the lien of the Senior Loan Deed of Trust.
“LMIHAF Note” means the Promissory Note evidencing the LMIHAF Loan, substantially in the form attached to this Agreement as Attachment No. 12. “Low Income ” means the maximum income given to “lower income” households in California Health and Safety Code Section 50079.5.
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“Low Income Housing Tax Credits” means tax credits authorized by the Tax Reform Act of 1986 and governed by Section 42 of the Internal Revenue Code. “ Maintenance Program” has the meaning given in Section 5.03. “Management Plan” has the meaning given in paragraph a. of Section 5.02.

“Managing General Partner” means WCH Affordable LXIII, LLC, a California limited liability company, and its successors and assigns permitted under the terms of this Agreement. “Measure S Funds ” means a portion of the funds derived from the Glendale Quality of Life and Community Services Protection Measure, which enacted a .75% sales t ax increase and was approved by Glendale voters in 2018.
“ Measure S Loan” means the loan made by the Authority to Developer pursuant to this Agreement, in the amount set forth in the final approved Project Budget, which is evidenced by the Measure S Note and secured by the Authority Deed of Trust and the other Authority Loan Documents having a lien on the Property that is junior in priority to the lien of the Senior Loan Deed of Trust.
“ Measure S Note” means the Promissory Note evidencing the Measure S L oan, substantially in the form attached to this Agreement as Attachment No. 13. “Memorandum of Lease” means a document substantially in the form of the Memorandum of Lease attached to this Agreement as Attachment No. 8. “ Method of Financing” means Attachment No. 3 to this Agreement. “ Notice of Affordability Restrictions” means the Notice of Affordability Restrictions on Transfer of Real Property, substantially in the form attached to this Agreement as Attachment No.

9. “ Permanent Loan” means the permanent loan to be made to Developer by Citibank, N.A. or another institutional lender reasonably acceptable to the Authority Executive Director (“Permanent Lender”) following Completion, secured by the Permanent Loan Deed of Trust. “ Permanent Loan Deed of Trust” means the first priority leasehold deed of trust securing the Permanent Loan.
“ Permanent Period” means the period of time commencing at Conversion. “Permitted Transfer” means any of the following , provided (except for subsection f. below) Developer or a general partner of Developer, or an Affiliate of such general partner, retains day-to-day control over management and operations of the Property and the Improvements and 27 of 422
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further provided that such transfer is not to a Prohibited Person or would otherwise violate Anti- Terrorism Laws:
a. An assignment of this Agreement and Developer ’s interests in the Property to an Affiliate or a conveyance back from the Affiliate to Developer; b. A conveyance of a security interest in the Property or any portion thereof or interest therein, in connection with a Senior Loan approved by the Authority; c. The inclusion of equity participation in the Project by addition of limited partners to Borrower’s partnership or similar mechanism, and any transfers of limited partnership interests in Developer’s partnership;
d. The lease for occupancy of all or any part of the Improvements on the Property in accordance with this Agreement;
e. The granting of easements or permits to facilitate the development of the Property in accordance with this Agreement;
f. The withdrawal, removal and/or replacement of a general partner of Developer’ s partnership pursuant to the terms of Developer’s partnership agreement , or a conveyance of Developer’s interest in the Property and the Improvements and/or a transfer of limited partnership interests to a general partner (or an affiliate of Meta Development LLC) pursuant to the option provided to that partner in Developer’s partnership agreement, will not constitute a default under this Agreement or any of the Authority Loan Documents, nor will such actions accelerate the maturity of the Authority Loan, provided that any required substitute general partner is reasonably acceptable to the Authority, as evidenced by the Authority’s written consent, and is selected with reasonable promptness; and
g. Any transfer approved in writing by Authority’s Executive Director or designee, at his or her sole discretion.

Transfers described in clauses a, b, or c will be subject to the reasonable approval of the Authority Executive Director or designee; provided that, the Authority approves the transfer of limited partner interests in Developer’s partnership, so long as such t ransfer is not a result of a resyndication of the Low Income Housing Tax Credits and does not otherwise result in increased equity participation in Developer, and further provided that such transfer is not to a Prohibited Person or would otherwise violate Anti-Terrorism Laws.
“ Person” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, domestic or foreign. “ Plans” means the architectural and construction plans and draw ings prepared on behalf of Authority for Developer’s use for the Project in accordance with this Agreement. 28 of 422
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“ Prohibited Person” means any of the following:
a. a Person that is listed in or is otherwise subject to the prohibitions of, any Executive Order relating to money laundering or anti-terrorism;
b. a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in or is otherwise subject to the prohibitions of, any Executive Order relating to money laundering or anti-terrorism;
c. a Person or entity with whom Developer or Investor Limited Partner is prohibited from dealing or otherwise engaging in any transaction by Anti-Terrorism Laws; d. a Person that is named as a “specially designated national and blocked person” on the most current list published by the Office of Foreign Asset Control of the U.S.

Treasury Department.
“ Project” means the financing, planning, construction and use of the Property and the Improvements as provided in this Agreement.
“ Project Budget” means the schedule of sources and uses attached to this Agreement as Attachment No. 6.
“ Property” means the real property described in the legal description attached to this Agreement as Attachment No. 2.
“ Quarterly Report” has the meaning given in paragraph c of Section 5.02. “Release of Construction Covenants” means the certificate to be issued by the Authority in accordance with Section 4.18 of this Agreement.
“ Restricted Period ” means the period commencing at recordation of the Agreement Containing Covenants and continuing until the date that is fifty-five (55) years after Conversion.

Notwithstanding, the Restricted Period for the HOME Units will be as set forth in the HOME Regulatory Agreement.
“ Schedule of Performance” means the document attached to this Agreement as Attachment No. 5.
“ Scope of Development” means the document attached to this Agreement as Attachment No. 4.
“ Senior Citizen Household ” means a household where at least one person in residence qualifies for occupancy under the California Tax Credit Allocation Committee’s regulations applicable to the Project and intends to reside in the unit as his or her primary residence on a permanent basis , and where any other person residing in the unit is a “qualified permanent resident” or a “permitted health care resident” as provided in the Unruh Civil Rights Act, California 29 of 422
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Civil Code Section 51 et seq ., or the Federal Fair Housing Act 42 USC Section 3607, and such household’s occupancy is in compliance with all applicable federal, state and local laws and regulations governing the use and occupancy of the Project. “Senior Lender” means the maker of a Senior Loan, and an approved construction lender, credit enhancer or construction period guaranty facility. “ Senior Loan” means, during the Construction Period, the Construction Loan, and during the Permanent Period, the Permanent Loan.
“Senior Loan Documents” means, as applicable, the Construction Loan Deed of Trust, the Permanent Loan Deed of Trust, loan agreements, promissory notes, financing statements, guaranties, security agreements, assignments, and similar documents and instruments to be executed by Developer in connection with a Senior Loan. “ Site Map” means the document attached to this Agreement as Attachment No. 1. “Subordination Agreement” means an instrument in a form agreed to by the Authority Executive Director or designee and Senior Lender, which subordinates the LMIHAF Loan, the Measure S Loan, and the HOME Loan, but not the Agreement Containing Covenants or the HOME Regulatory Agreement, to a Senior Loan.
“ Title Company” means Fidelity National Title or another title insurance company mutually acceptable to Authority and Developer.
“ Title Insurance Policies ” means and include the following ALTA extended coverage policies of title insurance issued by the Title Company, subject to the Approved Title Conditions:
a. A lender’s policy of leasehold title insurance in favor of the Construction Lender, together with such endorsements as the Construction Lender may reasonably require, insuring the lien of the Construction Loan, in the amount of the Construction Loan (the “ Construction Lender’s Title Policy”); and
b. A lender’s policy or policies of title insurance in favor of Authority, together with such endorsements as Authority may reasonably require, insuring the lien of the Authority Deed of Trust in the cumulative amount of the Authority Loan (the “Authority’s Title Policy”). “ Transfer” means:
a. the sale, agreement to sell, transfer or conveyance of the Property, the Project, or any portion thereof or interest therein (including, without limitation, a beneficial interest), whether voluntary, involuntary, by operation of law or otherwise, the e xecution of any installment sale contract or similar instrument affecting all or a portion of the Property or Project, or the lease of all or substantially all of the Property or Project.
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b. “Transfer” also includes the transfer, assignment, hypothecation or conveyance of legal or beneficial ownership of an interest in Developer, or a conversion of Developer to an entity form other than that of Developer at the time of execution of this Agreement, except that, a cumulative change in ownership interest of a general partner of the Developer of forty-nine percent (49%) or less will not be deemed a “Transfer” for purposes of this Agreement. “ UCC-1” means a UCC-1 Financi ng Agreement naming the Authority as creditor and Developer as debtor.
“ Very Low Income” means household income that does not exceed the maximum income set forth in California Health and Safety Code Section 50105. “Very Low Income HOME Tenant ” means a tenant whose household income does not exceed 50% of the area median income adjusted for household size, as determined annually by the United States Department of Housing and Urban Development. “ Very Low Income HOME Unit” means one of the eleven (11) units to be occupied by a Very Low Income HOME Tenant at HOME Rents.

Section 1.03 The Property
The “Property” is that property in the City of Glendale as illustrated on the “ Site Map” (attached hereto as Attachment No. 1) and as described in the “Legal Description of the Property” (attached hereto as Attachment No. 2).

Section 1.04 The Authority
a. The Authority is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the Housing Authorities Law of the State of California.
b. The address of the Authority for purposes of receiving notices pursuant to this Agreement will be 141 North Glendale Avenue, Room 202, Glendale, California 91206, Attn:

Executive Director (Facsimile: (818) 548-3724)).
c. “Authority” as used in this Agreement includes the Housing Authority of the City of Glendale and any assignee or successor to its rights, powers and responsibilities.

SECTION 1.05 The Developer
a. Developer is 900 E Broadway, L.P., a California limited partnership, whose general partners are 900 E Broadway, LLC, a California limited liability company, and WCH Affordable LXIII, LLC, a California limited liability company. The address of Developer for purposes of receiving notices pursuant to this Agreement is as follows:
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900 E Broadway, L.P.
c/o Meta Housing Corporation
11150 W. Olympic Blvd., Suite 620
Los Angeles, CA 90064
Attn: President
(Facsimile: (310) 575-3563)

Copies of notices to Developer will be delivered at the same time to the Investor Limited Partner at the address provided in the LMIHAF Note.

b. Whenever the term “Developer” is used herein, such term means and includes: (1) the Developer as of the date hereof; and (2) any assignee of or successor to its rights, powers and responsibilities approved by the Authority or permitted by this Agreement.

Section 1.06 Assignments and Transfers
a. The qualifications and identity of the Developer are of particular concern to the Authority. It is because of those qualifications and identity that the Authority has entered into this Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer will acquire any rights or powers under this Agreement except as expressly set forth herein. b. The Developer will not assign all or any part of this Agreement without the prior written approval of the Authority. The Authority agrees to reasonably give such approval if, in the reasonable determination of the Authority, the proposed assignee is comparable in all material respects (including experience, character and financial capability) to the Developer. Any such change (or assignment of this Agreement in connection therewith) will be by instruments satisfactory to the Executive Director (or his designee), and be subject to the approval by the Executive Director (or his designee) of evidence of the proposed assignee’s qualifications to meet the obligations of the Developer under this Agreement.
c. For the reasons cited above, except for any Permitted Transfer as set forth in subsection f. in the definition of “Permitted Transfer” above, Developer represents and agrees for itself and any successor in interest that without the prior written approval of the Authority, which will not be unreasonably withheld, there will be no cumulative change in ownership interest of any general partner of greater than 49%, by any method or means. d. Developer will promptly notify the Authority of any and all changes whatsoever in the identity of the parties in control of Developer or the degree thereof, of which it or any of its officers have been notified or otherwise have knowledge or information. This Agreement may be terminated by the Authority, and the Authority may exercise its remedies pursuant to the Authority Loan Documents, if there is any significant change (voluntary or involuntary) in membership, management or control of Developer (other than such changes occasioned by the death or incapacity of any individual) or a Permitted Transfer.
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e. The Developer will not, except for Permitted Transfers or as permitted by this Agreement, make or attempt to make a Transfer, without prior written approval of the Authority, except as expressly permitted by this Agreement and the other Authority Loan Document s.

Consent to one such transaction will not be deemed to be a waiver of the right to require consent to future or successive transactions. Proposed transferees must have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Authority, to fulfill Developer’s obligations undertaken in this Agreement. A proposed transferee, by instrument in writing satisfactory to the Authority and in form recordable among the land records, for itself and its successors a nd assigns, and for the benefit of the Authority must expressly assume all of Developer’s obligations under this Agreement and agree to be subject to all conditions and restrictions applicable to the Developer in this Agreement. There must be submitted to the Authority for review all instruments and other legal documents proposed to affect any such transfer; and if approved by the Authority its approval will be indicated to Developer in writing. f. In the absence of specific written agreement by the Authority , no Transfer, or approval thereof by the Authority, will be deemed to relieve Developer or any other party from any obligations under this Agreement.
g. Notwithstanding this Section 1.06, Developer will have the right to execute deeds of trust and other instruments granting a security interest in the Property for the purposes of financing the Acquisition and Development Costs, as described in Article II I of this Agreement and the Method of Financing attached hereto as Attachment No. 3.

ARTICLE II. LEASE OF PROPERTY TO DEVELOPER
Section 2.01 Condition of the Property
c. No person acting on behalf of the Authority is authorized to make, and by execution of this Agreement, Developer acknowledges that neither the Authority nor any person acting on behalf of the Authority has made any representation, agreement, statement, warranty, guarantee or promise regarding the zoning, construction, physical condition or other status of the Property, except as otherwise expressly provided in this Agreement. d. Developer acknowledges and agrees that, except as expressly set forth in this Agreement, the Authority makes no representations and warranties, express or implied, as to the Property. It is understood and agreed that with respect to the physical condition of the Property, it is being leased on an “as is,” “where is” and “with all faults” basis and is subject to any condition which may exist. Other than the representations and warranties set forth in this Agreement, Developer hereby expressly acknowledges and agrees that it is relying solely upon its inspections, examination, and evaluation of the Property in leasing the Property on an “as is,” “where is” and “with all faults” basis.
e. It will be the sole responsibility of Developer, at Developer’s ex pense, to investigate and determine all conditions of the Property and its suitability for the uses to which the Property is to be put in accordance with this Agreement. If the conditions of the Property are not 33 of 422
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in all respects entirely suitable for the us e or uses to which the Property will be put, then it is the responsibility and obligation of Developer, without cost to the Authority, to take such action or cause such action to be taken, as may be necessary to place the Property in all respects in a condition entirely suitable for its development and use in accordance with this Agreement.

Section 2.02 Form of Ground Lease; Term
a. The Ground Lease for the Property will be in the form of Attachment No. 7. The term of the Ground Lease will commence at the Construction Financing Event and will continue thereafter until the seventy second (72) anniversary of the Conversion date, unless earlier terminated or extended pursuant to the option term in accordance with the Ground Lease terms.

ARTICLE III. FINANCING
Section 3.01 Method of Financing
The Acquisition and Development Costs will be financed with a combination of sources of financing as provided in the Method of Financing, attached to this Agreement as Attachment No.

3. Section 3.02 Authority Assistance
a. Authority Loans. In accordance with and subject to the terms and conditions of this Agreement, including the Method of Financing, the Authority agrees to lend to the Developer, and the Developer agrees to borrow from the Authority, the LMIHAF Loan, the Measure S Loan, and the HOME Loan, as described in the Method of Financing attached hereto as Attachment No. 3.

At or prior to the Construction Financing Event, the Authority and Developer will execute and deliver such instruments and documents as may be necessary to evidence and secure the Authority Loans, consistent with the terms of this Agreement and the Method of Financing, and each in a form that is acceptable to the Authority Executive Director or designee. Developer hereby warrants and agrees that Developer will use the HOME Loan s olely for the purpose of paying a portion of the construction costs for the Very Low Income HOME Units. b. Gap Assistance. The parties acknowledge that the Authority Loans are intended to be “gap” financing, not to exceed the amount needed to bridge the gap between the total Acquisition and Development Costs (as defined in the Method of Financing) and the maximum loans obtainable by Developer plus an agreed amount of Developer ’s Equity, but in no event greater than the amount set forth in the approved final Project Budget . The proceeds of the Authority Loans will be used exclusively to pay Acquisition and Development Costs identified in the Project Budget (which is attached to this Agreement as Attachment No. 6 and incorporated herein by this reference). The A uthority Loans are subject to the terms and provisions of the Authority Loan Documents, including but not limited to the LMIHAF Note, Measure S Note, and the HOME Note.
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c. Senior Loans and Tax Credits. Authority agrees that the lien of the Authority Deed of Trust will be subordinate to the lien of the Construction Loan Deed of Trust and the Permanent Loan Deed of Trust. Authority agrees to make such m odifications to this Agreement, and the Authority Executive Director will execute such estoppel certificates , as may reasonably be requested by the Construction Lender , the Permanent Lender and the Investor Limited Partner, provided that such modifications or certificates are consistent wit h the terms of this Agreement and do not materially adversely affect the receipt of any material benefit by Authority hereunder.

The Authority Executive Director will execute such subordination agreements regarding the Authority Loans , but not the Agreement Containing Covenants or the HOM E Regulatory Agreement, as may reasonably be requested by the Construction Lender and Permanent Lender, provided that such subordination agreements will provide the Authority with all rights under California Civil Code Section 2924b and 2924c and Health and Safety Code Section 33334.14(a)(4).

Section 3.03 Evidence of Financing
a. Not later than thirty (30) days prior to the scheduled Construction Financing Event Date, Developer will submit to the Authority evidence satisfactory to the Authority that Developer has obtained the financing necessary for the development of the Property in accordance with this Agreement. Such evidence of financing will include the following:

1. A copy of all loan documents relating to the Construction Loan, including a final project budget approved by the Construction Lender, certified by the Developer to be a true and correct copy or copies thereof;

2. Documentation acceptable to the Authority Executive Director or designee of sources of capital sufficient to demonstrate that the Developer has adequate equity funds committed to provide the amount of Developer Equity required by the Method of Financing;

3. A copy of the Permanent Loan commitment; and

4. A copy of the contract between the Developer and the general contractor and contracts with major subcontractors for the removal of the existing improvements and the construction of the Improvements, certified by the Developer to be a true and correct copy thereof.
b. The Authority will approve or disapprove such evidence of financing within the time established in the Schedule of Performance. Such approval will not be unreasonably withheld or delayed. If the Authority will disapprove any such evidence of financing, the Authority will do so by written notice to the Developer stating the reason(s) for such disapproval. 35 of 422
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ARTICLE IV. DEVELOPMENT OF THE PROPERTY
Section 4.01 Land Use Approvals
a. It is the responsibility of the Developer , without cost to Authority, to ensure that zoning of the Property and all applicable City land use requirements will be such as to permit development of the Property and construction of the Improvements and the use, operation and maintenance of such Improvements in accordance with the provisions of this Agreement. b. The following will be conditions of the Construction Financing Event : (A) Developer will submit and Authority Executive Director or designee will approve one hundred percent (100%) complete Construction Drawings; and (B) Developer will obtain all entitlements, approvals, variances and permits necessary for the removal of the existing improvements and construction of the Improvements, which must be consistent with Borrower’s discretionary entitlement package dated May 4, 2021 and approved by the City’s Design Review Board on May 27, 2021.
c. The Authority’s detailed design and development objectives for the Project are specified in the entitlements package prepared by KFA , LLP, which includes information sheets,
site plans, plans, elevations, sections, landscape design and material callouts advanced to a schematic architectural design level but without the coordination of the major engineering consultants (“Entitlements Package ”). Developer is hereby granted a temporary, non- exclusive and non- transferable license to use the Entitlement Package as necessary or appropriate for design development and permitting of the Project, including the preparation of detailed construction drawings, plans and specifications. It is contemplated that ownership of the Entitlement Package will be transferred to Developer at the Construction Financing Event. d. The Authority makes no warranties of any kind as to the Entitlement Package and disclaims all liability arising from use thereof by Developer or any third party. The Authority expressly disclaims and Developer hereby expressly waives all warranties express or implied, including warranties of merchantability and fitness for a particular purpose. Any use or modification by Developer of the Entitlements Package, including use by Developer’s builders and other employees, contractors, or agents, shall be at Developer’s own risk. Developer and its architect, engineer, and general contractor, are responsible to obtain all building permits and to ensure that all work performed in the development of the Project is in accordance with of all applicable federal, state, and local building codes as well as applicable construction standards, fire department standards, utility company standards and best practices. Developer hereby waives, to the fullest extent permitted by law, any right it may have to hold the Authority or KFA liable, or recover from the Authority or KFA, or any of their officers, agents, or employees, for any claims or damages which shall or might occur or arise, in whole or in part, in connection with or arising out of Developer’s use of the Entitlements Package.
e. Nothing contained herein will be deemed to entitle Developer to any City of Glendale permit or other City approval necessary for the development of the Property, or waive any applicable City requirements relating thereto. This Agreement does not (a) grant any land use 36 of 422
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entitlement to Developer, (b) supersede, nullify or amend any condition which may be imposed by the City of Glendale in connection with approval of the development described herein, (c) guarantee to Developer or any other party any profits from the development of the Property, or (d) amend any City laws, codes, rules or regulations. This is not a Development Agreement under Government Code Section 65864. Without cost to the Authority, the Authority will provide appropriate technical assistance to Developer in connection with Developer ’s obtaining all necessary entitlements, permits and approvals for the construction of the Improvements.

Section 4.02 Hazardous Materials
a. Prior to the Construction Financing Event, Developer will deliver to the Authority a true and complete copy of any environmental assessments Developer has made of the Property.

Developer agrees to perform, or cause to be performed, the clean-up of any Hazardous Substances on, in, under or within the Property, without cost or expense to the Authority. Developer will defend, indemnify and hold harmless the Authority and its officers, agents, employees, contractors and attorneys from any claims, liability, in jury, damages, costs and expenses (including, without limiting the generality of the foregoing, the cost of any required cleanup of hazardous substances, and the cost of reasonable attorneys’ fees) which may be sustained as the result of Hazardous Materials relating to the Property. As a condition precedent to the Construction Financing Event , Developer will execute and deliver to the Authority the Environmental Indemnity ( Attachment No. 18).

Section 4.03 Scope of Development
The Property will be developed in accordance with and within the limitations established in the Scope of Development attached to this Agreement as Attachment No. 4 and plans approved by the Authority pursuant to this Agreement and permits issued by the City. It is anticipated that Developer will contract for performance of specific activities, including but not limited to activities such as relocation services (if necessary), site inspections, and management of the Units. Such contracts will not in any way diminish or waive Developer’s obligations under this Agreement.

The identity and qualifications of the general contractor must be approved by the Authority.

Developer must also submit to the Authority for approval copies of the proposed contract with the general contractor and copies of any proposed subcontracts for mechanical, electrical, plumbing, framing and other trades requested in writing by the Authority, which approval will not be unreasonably withheld or delayed.

Section 4.04 Construction Drawings and Related Documents a. Developer will prepare and submit construction drawings and related documents for the development of the Property to the Authority for review (including, but not limited to, architectural review) and written approval at the times established in the Schedule of Performance.

The construction drawings and related documents will be submitted in one single stage, which shall include, but not be limited to, preliminary and final drawings, plans and specifications. Final drawings, plans, and specifications are hereby defined as those in sufficient detail to obtain a building permit. Any items so submitted and approved in writing by the Authority will not be 37 of 422
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subject to subsequent disapproval. Authority approval will not be unreasonably withheld or delayed.
b. Progressively detailed plans will be approved by the Authority if exterior spaces and areas open to public view do not vary and the plans otherwise do not materially vary from previously approved plans, and if they are a logical evolution of previously approved plans and conform to the provisions of the Scope of Development. In the event of the disapproval by the Authority of any plans submitted by Developer, Authority will promptly communicate in writing to Developer all reasons for such disapproval and all requirements for subsequent approval of revised plans.
c. During the preparation of all drawings and plans, the Authority staff and Developer will hold regular progress meetings to coordinate the preparation of, submission to, and review of construction plans and related documents by the Authority. The Authority staff and Developer will communicate and consult informally as frequently as is neces sary to insure that the formal submittal of any documents to the Authority can receive prompt and speedy consideration. d. If any revisions or corrections of plans approved by the Authority will be required by a governmental official, authority, department or bureau having jurisdiction over the development of the Property, Developer and the Authority will cooperate in efforts to obtain waiver of such requirements or to develop a mutually acceptable alternative. Neither the Authority nor Developer will unreasonably withhold approval of a mutually acceptable alternative.

Section 4.05 Authority Approval of Plans, Drawings and Related Documents a. As provided in Section 4.04, the Authority will have the right of reasonable review (including, but not limited to, architectural review) of all plans, drawings and related documents for the development of the Property, including any proposed changes therein. The Authority will approve or disapprove such plans, drawings, and related documents referred to in this Agreement (and any proposed changes therein), in writing, within the times established in the Schedule of Performance. Any disapproval will state, in writing, the reasons for disapproval. Developer, upon receipt of the Authority’s disapproval will revise such portions of the plans, drawings or related documents in a manner that satisfies the reasons for disapproval and resubmit such revised portions to the Authority as soon as possible after receipt of the notice of disapproval. The Authority will approve or disapprove such revised portions in the same manner and within the same times as provided in this Section 4.05 for approval or disapproval of plans, drawings, and related documents initially submitted to the Authority. No matter once approved will be subsequently disapproved. b. The Authority and the Developer acknowledge that Developer is required to submit plans, drawings and related documents for the development of the Property to the City for design approval. In the event of any conflict between the requirements of the Authority and the requirements of the City’s Design Review Board in approving, disapproving or conditioning any submission of plans, drawings or related documents, the determination of the Authority in its capacity as ground lessor and lender will govern with regard to the performance of this Agreement. 38 of 422
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Section 4.06 Cost of Construction
a. The cost of acquiring the Property and developing and constructing the Improvements thereon will be the responsibility of the Developer, as provided in the Method of Financing. The Acquisition and Development Costs are set forth in the Project Budget (Attachment No. 6), which will be subject to change from time-to-time as provided in the Method of Financing. Developer will establish procurement procedures to ensure that materials and services are obtained in a cost-effective manner.
b. Developer has proposed, and the Authority has approved, the Proje ct Budget appended to this Agreement as Attachment No. 6. Developer acknowledges that the Authority is relying on Developer’s experience and expertise in establishing the Acquisition and Development Costs for the Project and Developer represents and warran ts that the Project Budget is based on Developer’s best, good faith estimate of the costs to be incurred.

Section 4.07 Schedule of Performance
a. Developer and Authority will perform all acts respectively required of such party in this Agreement within the times provided in the Schedule of Performance. The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing by Developer and the Authority Executive Director.
b. After the Construction Financing Event, Developer will promptly begin and thereafter diligently prosecute to completion the construction of the Improvements as provided in the Scope of Development. Developer will begin and complete all construction and development within the times specified in the Schedule of Performance, with such reasonable extensions of said times as may be granted by the Authority, including any Force Majeure Delays. The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing by Owner and the Authority, such revision approval may be denied by either party in its sole discretion. c. During periods of construction, Developer will submit to the Authority a written report of the progress of the construction when and as requested by the Authority. The report will be in such form and detail as may be reasonably required by the Authority and will include a reasonable number of construction photographs (if requested) taken since the last report by Developer. Developer will meet with the Authority as requested during construction to discuss the resolution of any concerns the Authority might have. Representatives of the Authority w ill have the right to participate in weekly construction meetings and will have the right to approve proposed finishes, colors, fixtures, and like matters.

Section 4.08 Local, State and Federal Laws
a. Developer will carry out development, construction (as defined by applicable law) and operation of the Improvements on the Property, including, without limitation, any and all public works (as defined by applicable law), in conformity with all applicable local, state and federal laws, including, without limitation, all applicable federal and state labor laws (including, 39 of 422
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without limitation, the requirement to pay state or federal prevailing wages, if applicable).

Developer expressly covenants and warrants that, as required for disbursement of the HOME Loan, it will comply with all applicable laws, ordinances, codes, rules and regulations of the federal government, and all amendments thereto, including, but not limited to: Title 8 of the Civil Rights Act of 1968 PL.90-284; Executive Order 11063 on Equal Opportunity and Housing; Section 3 of the Housing and Urban Development Act of 1968; the Housing and Community Development Act of 1974, as well as all requirements set forth in the HOME Regulations . Developer agrees to comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). Developer further warrants and agrees to include or cause to be included the criteria and requirements of this paragraph in every non-exempt contract in excess of $100,000. b. Developer hereby expressly acknowledges and agrees that neither the City of Glendale nor the Authority has ever previously affirmatively represented to the Developer or its contractor(s) for the Improvements in writing or otherwise, in a call for bids or otherwise, that the work to be covered by the bid or contract is not a “public work,” as defined in Section 1720 of the Labor Code. Developer hereby agrees that Developer will have the obligation to provide any and all disclosures or identifications required by Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, or any other similar law. Developer will indemnify, protect, defend and hold harmless the Authority, the City and their respective officers, employees, contractors and agents, with counsel reasonably acceptable to Authority and City, from and against any and all loss, liability, damage, claim, cost, expense, and/or “ increased costs ” (including reasonable attorneys’ fees, court and litigation costs, and fees of expert witnesses) (collectively, the “Claims”) which, in connection with the development, construction (as defined by applicable law) and/or operation of the Improvements, including, without limitation, any and all public works (as defined by applicable law), results or arises in any way from any of the following: (1) the noncompliance by Developer of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages); (2) the implementation of S ection 1781 of the Labor Code, as the same may be enacted, adopted or amended from time to time, or any other similar law; and/or (3) failure by Developer to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, or any other similar law.
c. It is agreed by the parties that, in connection with the development, construction (as defined by applicable law) and operation of the Improvem ents, including, without limitation, any and all public works (as defined by applicable law), Developer will bear all risks of payment or non-payment of state prevailing wages and/or Labor Code Section 1781, as the same may be enacted, adopted or amended f rom time to time, and/or any other similar law. “ Increased costs” as used in this Section 4.08 will have the meaning ascribed to it in Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time. 40 of 422
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d. The foregoing indemnity will survive termination of this Agreement and will continue after Completion, but will exclude any Claims resulting from the gross negligence and/or willful misconduct of the City and/or the Authority.

Section 4.09 Nondiscrimination During Construction
Developer, for itself and its successors and assigns, agrees that during the construction of the Improvements provided for in the Agreement, Developer will not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age or disability in the solicitation, selection, hiring or treatment of any employees, contractors or consultants. Developer understands and agrees that violation of this clause will be considered a material breach of this Agreement and may result in termination, debarment or other sanctions. This language must be incorporated into all contracts between Developer and any contractor or consultant, and all contracts with any subcontractor, sub-consultant, vendor or supplier.

Section 4.10 Copeland Anti-Kickback Act
Developer will comply with the provisions of the Copeland Anti-Kick-Back Act (18 U.S.C. 874) as supplemented in the Department of Labor regulations (29 CFR Part 3), as amended.

Developer warrants and agrees to include or cause to be included this requirement in every nonexempt subcontract. Developer also agrees to take such action as the federal, state or local government may direct to enforce aforesaid provisions.

Section 4.11 Contract Work Hours and Safety Standards Act Developer will comply with the provisions of sections 103 and 107 of the Contract Work Hours and Safety Standard Act (40 U.S.C. 327-330) as supplemented by the Department of Labor regulations (29 CFR, Part 5), as amended. Developer warrants and agrees to include or cause to be included this requirement in every nonexempt contract. Developer also agrees to take such action as the federal, state or local government may direct to enforce aforesaid provisions.

Section 4.12 Indemnification and Insurance
a. Developer agrees to and will, to the fullest extent permitted by law, defend, indemnify and hold the Authority, the City of Glendale and their respective officers, employees, contractors and agents harmless from and against all claims, liability, loss, damage, costs or expenses (including reasonable attorneys ’ fees and court costs) arising from or as a result of, in whole or in part, any of the following: (1) any act or omission of Developer or its architect, engineer, contractors, suppliers, or vendors, of any contracting tier, or anyone directly or indirectly employed by any of them, or anyone for whose acts Develope r may be liable, in connection with the performance or nonperformance of this Agreement, including but not limited to the development, rehabilitation, marketing or use of the Property in any way, and any plans or designs for improvements prepared by or on behalf of Developer, including without limitation any errors or omissions with respect to such plans or designs ; (2) the breach of any obligations of Developer hereunder; and (3) the use of any products, material or equipment furnished by Developer or its 41 of 422
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contractors, suppliers, or vendors, of any contracting tier. Such obligation to indemnify will not be construed to negate, abridge, or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 4.12. The foregoing indemnification will apply to the extent of the violation of a legal duty, including but not limited to active or passive negligence, strict liability, breach of contract, or intentional or willful misconduct, by Developer or its architect, contractors, suppliers, or vendors, of any contracting tier, or anyone directly or indirectly employed by any of them, or anyone for whose acts Developer may be liable.

Indemnitees will be entitled to recovery of attorney’s fees incurred as a result of Developer’s failure to provide the defense and indemnity required by this Section 4.12. This Section 4.12 will survive the expiration or termination of this Agreement.
b. Prior to the Construction Financing Event (except as provided in the next sentence), Developer will furnish or cause to be furnished to the Authority evidence of the following policies of insurance, naming Developer as insured and the Authority and the City as certificate holders and, except as to the insurance described in paragraph (iv), below, the Authority and the City as additional insureds. The insurance requirements set forth in this Subsection b. are subject to change prior to the Construction Financing Event, as needed to satisfy the Authority’s then-applicable requirements. Evidence of insurance must include additional insured endorsements naming both the Authority and the City as additional insureds and including a primary insurance and waiver of contribution clause, a s eparation of insureds clause and a cancellation notice clause, in the form provided by the Authority. The insurance described in paragraph (ii) will be obtained prior to the initial rent-up of the apartments.
(i) Fire Policies
: Developer will maintain or cause to be maintained a policy or policies of insurance against loss or damage to the Property or the Improvements and all property of an insurable nature located upon the Property, resulting from fire, lightning, vandalism, malicious mischief, riot and civil commotion, and such other perils ordinarily included in extended coverage fire insurance policies. Such insurance will be maintained in an amount not less than one hundred percent (100%) of the full insurable value of the Improvements, as defined herein in paragraph d.
( ii) Rental Income Insurance: Developer will maintain or cause to be maintained use and occupancy or business interruption or rental income insurance against the perils of fire, lightning, vandalism, malicious mischie f, riot and civil commotion, and such other perils ordinarily included in extended coverage fire insurance policies, in an amount that is acceptable to Developer and the Authority.
(iii) Liability Insurance : Developer will maintain or cause to be maintained public liability insurance, to protect against loss from liability imposed by law for damages on account of personal injury, including death therefrom, suffered or alleged to be suffered by any person or persons whomsoever on or about the Property and the business of the Developer on the Property, or in connection with the operation thereof, resulting directly or indirectly from any acts or activities of Developer or its sublessees, or any person acting for Developer , or under its respective control or direction, and also to protect against loss from liability imposed by law for 42 of 422
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damages to any property of any person occur ring on or about the Property, or in connection with the operation thereof, caused directly or indirectly by or from acts or activities of Developer or its tenants, or any person acting for Developer , or under its control or direction. Such property damage and personal injury insurance will also provide for and protect Authority against incurring any legal cost in defend ing claims for alleged loss. Such personal injury and property damage insurance will be maintained in full force and effect during the t erm of the Authority Loan in the following amounts: commercial general liability in a general aggrega te amount of not less than Two Million Dollars ($2,000,000); and not less than One Million Five Hundred Thousand Dollars ($1,500,000) of bodily injury and property damage insurance. It is the mutual intent of the parties that the levels of insurance coverage described herein will be and remain comparable to the level of insurance coverage that is customary with comparable operations in Los Angeles County. At any time during the term of the Authority Loan, and from time to time, either party may provide notice to the other party that the level of insurance being maintained by Developer is no longer comparable to the level of insurance coverage that is customary with comparable operations in Los Angeles County, and request that the minimum limit hereinabove designated will be changed (either increased or decreased) accordingly. The party receiving such request will not unreasonably withhold its consent to such change. Developer agrees that provisions of this paragraph as to maintenance of insurance will not be construed as limiting in any way the extent to which Developer may be held responsible for the indemnification of Authority or the payment of damages to persons or property resulting from Developer’s activities, activities of its tenants or the activi ties of any other person or persons for which Developer is otherwise responsible.

Developer will require its insurer to waive its subrogation rights against the Authority and the City and will provide endorsements evidencing same.
(iv) Workers’ Compensation Insurance
: Developer will maintain or cause to be
maintained workers’ compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the workers’ compensation laws now in force in California, or any laws hereafter enacted as an amendment or supplement thereto or in lieu thereof. Such workers ’ compensation insurance will cover all persons employed by Developer in connection with the Property and will cover liability within statutory limits for compensation under any such act aforesaid, based upon death or bodily injury claims made by, for or on behalf of any person incurring or suffering injury or death in connection with the Property or the operation thereof by Developer. Notwithstanding the forego- ing, Developer may, in compliance with the laws of the State of California and in lieu of maintaining such insurance, self -insure for workers ’ compensation in which event Lessee will deliver to Authority evidence that such self-insurance has been approved by the appropriate State authorities. If Developer is required to maintain Workers’ Compensation Insurance under this paragraph, Developer will furnish the Authority with a certificate of waiver of subrogation under the terms of the Workers’ Compensation Insurance. Developer will require its general contractor to waive subrogation and will require that its subcontractors waive subrogation to the extent that such a waiver is commercially available.
c. All policies hereunder will not be subject to cancellation, reduction in coverage, or non-renewal except after notice in writing will have been sent by registered mail addressed to the 43 of 422
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Authority and the City not less than 30 days in advance of the effective date, except for cancellation for nonpayment of premium, in which event notice will be given not less than ten days in advance of the effective date. All policies will name the Authority, Developer and/or any general contractor as insureds, additional insureds, and/or loss payable parties as their interests may appear. d. The term “ full insurable value ” as used in this Section 4.12 means the actual replacement cost (excluding the cost of excavation, foundation and footings below the lowest floor and without deduction for depreciation) of the Improvements on the Property immediately before such casualty or other loss, including the cost of construction, architectural and engineering fees, and inspection and supervision. To ascertain the amount of coverage required, Developer will cause the full insurable value to be determined from time to time by appraisal by the insurer, by the insurer’s automatic inflationary measure if acceptable to the Developer and the Authority, by agreement between Developer and Authority or by an appraiser mutually acceptable to Authority and Developer, not less often than once every three years. e. All insurance provided under this Section 4.12 will be for the benefit of Developer, Authority and City. Developer agrees to timely pay all premiums for such insurance and, at its sole cost and expense, to comply and secure compliance with all insurance requirements necessary for the maintenance of such insurance. Developer agrees to submit policies of all insurance required by this Section 4.12, or certificates and endorsements evidencing the existence thereof, to Authority within 30 days prior to the Construction Financing Event, indicating full coverage of the contractual liability imposed hereby. Within thirty (30) days, if practicable, but in any event prior to expiration of any such policy, copies of renewal policies, or certificates evidencing the existence thereof, will be submitted to Authority. All insurance herein provided for under this Section 4.12 will be effected under policies issued by insurers of recognized responsibility, licensed or permitted to do business in the State of California reasonably approved by Authority. f. Developer must cause all contractors and subcontractors performing work relating to the Project to maintain , at a minimum, the liability insurance and workers compensation insurance described in this Section 4.12. Developer must also cause its architects and engineers to maintain Architects and Engineers Professional Liability (Errors and Omissions) insurance on a “claims made basis” in an amount of not less $1,000,000. When coverage is provided on a “claims made basis”, Developer must cause all contractors and subcontractors to continue to renew the insurance for a period of five (5) years after the end of the Construction Period. Such insurance must have the same coverage and limit s as the policy that was in effect during the Construction Period, and cover Developer for all claims made by the Authority arising out of any acts or omissions of Developer, or its officers, employees or agents during the Construction Period. g. If Developer fails or refuses to procure or maintain insurance as required by this Agreement, Authority will have the right, at Authority ’s election, and upon ten (10) days prior notice to Developer , to procure and maintain such insurance. The premiums paid by Author ity will be treated as a loan, due from Developer , to be paid on the first day of the month following the date on which the premiums were paid. Authority will give prompt notice of the payment of such premiums, stating the amounts paid and the name of the insured(s). 44 of 422
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Section 4.13 Disclaimer of Authority Responsibility
Except as provided in this Agreement, the Authority neither undertakes nor assumes nor will have any responsibility or duty to Developer or to any third party to review, inspect, supervise, pass judgment upon or inform Developer or any third party of any matter in connection with the Property, whether with respect to the quality, adequacy or suitability of the plans, any labor, service, equipment or material furnished to the Project, any person furnishing the same or otherwise. Developer and all third parties will rely upon its or their own judgment regarding such matters, and any review, inspection, supervision, exercise of judgment or information supplied to Developer or to any third party by the Authority or the City in connection with such matter is for the public purpose of providing affordable housing, and neither Developer (except for the purposes set forth in this Agreement) nor any third party is entitled to rely thereon. Neither may Developer or any third party assert such review, inspection, supervision, exercise of judgment or information supplied to Developer or to any third party as a defense to the indemnification obligation set forth in Section 4.12 of this Agreement.

Section 4.14 Permits
Before commencement of construction or development of any buildings, structures or other work of improvement upon any portion of the Property, Developer will, at its own expense, secure or cause to be secured, any and all permits which may be required by the City or any other governmental authority affected by such construction, development or work.

Section 4.15 Rights of Access
Commencing upon the Construction Financing Event, representatives of the Authority and the City will have the reasonable right of access to the Property, upon two (2) business days ’ written notice to Developer (except in the case of an emergency, in which case Authority will provide such notice, if any, as may be practical under the circumstances), without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the improvements. Such representatives of the Authority or the City will be those who are so identified in writing by the Executive Director of the Authority.

Section 4.16 Taxes, Assessments, Encumbrances and Liens Commencing upon the Construction Financing Event , Developer will pay prior to delinquency all real estate taxes and assessments assessed and levied on or against the Property.

Prior to Completion, Developer will not place, or allow to be placed, on title to the Property or any portion thereof, any mortgage, trust deed, encumbrance or lien not authorized by this Agreement.

In addition, Developer will remove, or will have removed, any levy or attachment made on title to the Property (or any portion thereof), or will assure the satisfaction thereof within a reasonable time but in any event prior to a sale thereunder. Nothing herein contained will be deemed to prohibit the Developer from contesting the validity or amount of any tax assessment, encumbrance or lien, or to limit the remedies available to the Developer in respect thereto. 45 of 422
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Section 4.17 Rights to Plans
a. Subject to the rights of the beneficiary of the Construction Loan Deed of Trust, all work product prepared pursuant to this Agreement, including (but not limited to), all Plans, construction documents, soils tests and similar reports, Permits and other entitlements are hereby assigned to the Authority as security for Developer’s obligations hereunder. In the event that this Agreement is terminated by the Authority, Developer will, within ten (10) business days of such termination, transmit all such work product to the Authority. b. To effectuate the assignment described in paragraph a., concurrently with executing a contract with the project architect, Developer will execute and deliver to the Authority an Assignment of Agreements (the “Assignment”), substantially in the form attached to this Agreement as Attachment No. 17 in a form that is acceptable to the Authority Executive Director, granting to the Authority all of Developer ’s rights to: (1) the Plans prepared pursuant to this Agreement; (2) the contract between Developer and its architect; (3) all Permits relating to the Project; and similar rights and property interests.

Section 4.18 Release of Construction Covenants
a. Promptly after Completion of the Improvements, as generally and specifically required by this Agreement and in particular the Scope of Development, the Authority will furnish Developer with a Release of Construction Covenants upon written request therefor by Developer.

The Authority will not unreasonably withhold such Release of Construction Covenants and such Release of Construction Covenants will be issued so long as Developer has co nstructed and developed the Property in accordance with this Agreement and substantially in accordance with the Plans approved by the Authority pursuant hereto. Such Release of Construction Covenants will be, and will so state, conclusive determination of satisfactory completion of all of the construction required by this Agreement.
b. The Release of Construction Covenants will be in such form as to permit it to be recorded in the official records of Los Angeles County. No Release of Construction Covenants will be recorded for less than the completed Improvements and development of the entire Property. c. If the Authority refuses or fails to furnish a Release of Construction Covenants for the Property after written request from Developer , the Authority will, wi thin thirty (30) days of the written request, provide Developer with a written statement of the reasons the Authority refused or failed to furnish a Release of Construction Covenants. The statement will also contain the Authority’s opinion of the action Developer must take to obtain a Release of Construction Covenants. If the reason for such refusal is confined to the immediate availability of specific items or materials for landscaping, and/or minor items, the Authority will issue its Release of Construction Covenants upon the posting of a bond by Developer with the Authority in an amount representing a fair value of the work not yet completed. If the Authority will have failed to provide such written statement within said 30-day period, Developer will be deemed to have received the Release of Construction Covenants.
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d. The Release of Construction Covenants will not constitute evidence of compliance with or satisfaction of any obligation of Developer to the beneficiary of the Construction Loan Deed of Trus t or any other Person. The Release of Construction Covenants is not a notice of completion as referred to in Section 3093 of the California Civil Code.

ARTICLE V. USE OF THE PROPERTY
Section 5.01 Use As Affordable Housing
a. Developer covenants and agrees (for itself, its successors , its assigns, and every successor in interest to the Property or any part thereof) that Developer, its successors and assigns will use the Property exclusively to provide affordable housing for Extremely Low Income, Very Low Income, and Low Income Senior Citizen Households, in conformance with the Agreement Containing Covenants and the HOME Regulatory Agreement. No change in the use of the Property will be permitted without the prior written approval of the Authority. b. The Very Low Income HOME Units must be operated in accordance with the following requirements:

1. The Very Low Income HOME Units will be designated as floating HOME units. Prior to lease-up of the Project, Developer must identify the street address and unit number of the units that will be operated as Very Low Income HOME Units . Proposed changes to such units must be approved in advance by the Authority. Each substituted unit must be comparable in terms of size, features, and number of bedrooms to the originally designated HOME unit.

2. The maximum monthly rent (including a reasonable utility allowance) may not exceed HOME Rents as set forth in Section 1.02 of this Agreement. The HOME rent limits published by HUD will include average occupancy per unit and adjusted income assumptions.

3. In accordance with the formula set forth in 24 CFR 92.252(e) and as required by 24 CFR 92.504 (c)(3)(ix), rents will remain a ffordable to Very Low Income HOME Tenants pursuant to this Agreement for not less than twenty (20) years for newly constructed HOME units, following the date of issuance of a final Certificate of Occupancy by the City of Glendale.

4. Failure to comply with the affordability requirements of this Agreement or the HOME Regulatory Agreement , subject to the notice and cure periods in Section 6.01, is an event of default under the terms of the HOME Loan. Pursuant to the HOME Note evidencing the HOME Loan, the HOME Loan will be due and payable, subject to the notice and cure periods in Section 6.01, if the housing does not meet the affordability requirements of this Agreement and the HOME Regulatory Agreement.

5. Developer must submit its rent schedule and utility allowances thirty (30) days prior to initial rental of the units and on an annual basis thereafter. The Authority will review 47 of 422
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and approve or disapprove the proposed rent schedule and utility allowances for compliance with the maximum rent limitations contained in 24 CFR 92.252.

6. The Authority will p rovide updated HUD income and rent limits to Developer as they become available. As of the date of this Agreement, the applicable income and rent limits are as follows:

Los Angeles County
2021 HOME Program Income Limits

Household Size Very Low Income Low Income
1 $41,400 $66,250
2 $47,300 $75,700
3 $53,200 $85,150
4 $59,100 $94,600

Los Angeles County
2021 HOME Program Rent Limits

Efficiency/Studios One bedrooms
Very Low Income $1,035 $1,108
Low Income $1,325 $1,421

For comparison purposes
:

Fair Market Rent $1,369 $1,605 65% Rent Limit $1,325 $1,421 50% Rent Limit $1,035 $1,108

7. Developer will be responsible for ensuring that the current operative HOME income and rent limits in effect at the time of the tenant’s rental application will be used to determine initial tenant eligibility and conformance with HOME affordability requirements and that each tenant recertification is conducted using current HOME income and rent limits to assure compliance with HOME Regulations.

8. Income determination and rental rate adjustments will occur upon annual lease renewal. Any increase in rents for HOME -assisted units is subje ct to the provisions of existing leases, including the provision that rents may not be adjusted until leases are renewed.

Developer must provide tenants with not less than thirty (30) days prior written notice before implementing any increase in rents.

9. Developer agrees that prior to the initial lease-up of the Project, Developer will consult with and obtain the approval of the Authority in developing an affirmative marketing 48 of 422
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plan for renting the Units. The affirmative marketing plan must comply with the requirements of 24 CFR 92.351.

10. No offic er, employee, agent, official, consultant , or immediate family member of Developer (or immediate family member of an officer, employee, agent, official, or consultant of Developer) may occupy a HOME-assisted unit. c. The Authority and its successors and assigns will have the right to monitor and enforce the covenants contained in this Section 5.01. Developer covenants that it will comply with the monitoring program established by the Authority to enforce said covenants. In complying with such monitoring program, Developer or its agent will prepare and submit to the Authority an annual occupancy report, financial information and income verification documents for each tenant and all supporting documentation, on forms provided by the Authority, setting forth the required information for the preceding year. On an annual basis, Developer or its agent will additionally submit to the Authority evidence of each tenant’s continuing eligibility to occupy the unit. The Authority will review such reports for certification of continuing affordability of Units and eligibility of tenants.

Section 5.02 Management Plan; Annual Project Budget; Quarterly Report a. Prior to the Construction Financing Event, Developer will submit to the Authority Executive Director a Management Plan reasonably acceptable to the Authority Executive Director, describing the proposed plan for managing and operating the Property, including policies and procedures to assure accessibility to persons with disabilities . The Authority will provide Developer a draft Management Plan which Developer shall use to prepare the final Management Plan submitted to the Authority. Approval of the Management Plan and Developer’s proposed Management Agreement by the Authority Executive Director or designee will be a condition precedent to the Construction Financing Event. Developer will manage and operate the Property in accordance with the approved Management Plan, including such amendments as may be approved in writing from time to time by the Developer and the Authority Executive Director or designee, for the entire Restricted Period.
b. In addition, the Developer will submit on or before the first day of each fiscal year of the Restricted Period an estimated annual budget for management of the Property (the “Annual Project Budget”) in accordance with the Mana gement Plan. The Annual Project Budget will include all necessary operating expenses, current maintenance charges, expenses of reasonable upkeep and repairs, taxes and special assessment levies, prorated amount required for insurance and all other expenses incident to the operation of the Project; and will show the expected revenues to pay such expenses, including annual debt service requirements and reserve fund deposits and balances. The Annual Project Budget, including any amendments proposed by the Developer, will be subject to the approval of the Authority Executive Director, which approval will not be unreasonably withheld or delayed.
c. Beginning on the date of first occupancy, for each fiscal year of the Restricted Period, Developer will also submit on a quarterly basis a quarterly report for the management of 49 of 422
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the Property (the “ Quarterly Report”) in a form that is reasonably acceptable to the Authority Executive Director. The Quarterly Report will include a profit and loss statement, budget to date figures, and occupancy report. Developer’s failure to timely submit the Quarterly Reports , after the Authority has provided written notice to Developer and at least seven business days to cure such failure, will cause the imposition of a monetary penalty of $500 to be paid to the Authority.

The Authority Executive Director, in his sole discretion may waive the requirement of the Quarterly Report for one or more quarterly reporting periods. However, such waiver will not operate to waive any subsequent requirement of the Quarterly Report for the Restricted Period upon written notice to Developer by the Authority Executive Director. d. The Agreement Containing Covenants and the HOME Regulatory Agreement will contain appropriate provisions implementing this Section 5.02.

Section 5.03 Property Maintenance
a. Prior to the Construction Financing Event, the Developer will prepare and submit to the Authority Executive Director or his designee for review and approval a program (the “Maintenance Program ”) for the exterior and interior maintenance of the Property and the Improvements. The Authority will provide Developer a dra ft Maintenance Program which Developer shall use to prepare the final Maintenance Program submitted to the Authority. b. The Maintenance Program will describe in reasonable detail the standards to be followed in maintaining the interior and exterior of the Improvements, including a schedule indicating the proposed frequency of each element of maintenance, and will include, at a minimum, the following: periodic cleaning of the interior and exterior of the Improvements, including windows; removing graffiti; remo ving debris and waste materials and otherwise maintaining indoor and outdoor areas of the Property; maintaining any lawns, plants, shrubs and trees or other landscaping planted on the Property; performing inspections of all exterior features to determine whether repairs are required; conducting periodic protective treatments such as rust removal and caulking; conducting repairs to facades, roof, doors, windows and other exterior features; maintaining fencing and other security devices and systems; periodic repainting of the exterior; periodic repainting of the interior units and common areas; periodic replacing of the interior unit carpets; checking building systems, including, but not limited to the heating and cooling systems, smoke alarms and water heater s; checking interior unit appliances; and monitoring interior unit bathrooms for mold/mildew. The Maintenance Program, including any amendments proposed by the Developer, will be subject to the reasonable approval of the Authority Executive Director. c. At all times during the Restricted Period, the Developer will maintain the Property and the Improvements in accordance with the approved Maintenance Program. To implement this requirement, Developer agrees to budget sufficient funds to pay for all reasonably anticipated costs (as indicated in the Annual Project Budget). In the event the Developer fails to maintain the Property and the Improvements in accordance with the approved Maintenance Program, and does not cure such failure within thirty (30) days following notice from the Authority , with such additional time as may be reasonably necessary to cure such default provided that Developer has 50 of 422
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commenced to cure within such thirty (30) day period and is diligently prosecuting the cure to completion, the Authority will have the right, but not the obligation, to enter the Property, correct any violation, and hold the Developer responsible for the cost thereof, and such cost, until paid, will constitute a lien on the Property. Prior to undertaking any work to corre ct any such maintenance deficiency, the Authority will provide written notice that the Developer must correct the deficiency within a reasonable time. The Developer will have a reasonable time in which to comply following such notice from the Authority.
d. The Agreement Containing Covenants and the HOME Regulatory Agreement will contain appropriate provisions implementing this Section 5.03.

Section 5.04 Obligation to Refrain from Discrimination
a. Developer covenants and agrees for itself, its successors and its assigns in interest to the Property or any part thereof, that there will be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor will Developer 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.
b. 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 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 51 of 422
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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 lessee 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 here in leased nor will the lessee 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.”
Section 5.05 Equal Employment Opportunity
During the term of this Agreement, Developer agrees as follows:
a. Developer will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin(s). Developer will take affirmative action to ensure the applicants are employed, and that employees are treated during employment, without 52 of 422
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regard to their race, color, religion, sex or national origin(s). Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termin ation; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.
b. Developer will, in all solicitations or advertisements for employees placed by or on behalf of Developer, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. c. Developer will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice advising the labor union or worker’s representative of Developer’s commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. d. Developer will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. e. Developer will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the Authority and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and order.
f. If Developer is found to be in noncompliance with the nondiscrimination clauses of this Agreement or with any of such rules, regulations or orders, this Agreement may be canceled, terminated or suspended in whole or in part and Developer may be declared ineligible for fur ther Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965 or by rule, regulations, or order of the Secretary of Labor or as otherwise provided by law.
g. Developer will include the provisions of paragraphs (a) through (g) of this Section

5.05 in every contract or purchase order related to the Project unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each contractor or vendor providing services related to the Project. Developer will take such action with respect to any contract or purchase order as the Authority may direct as a means of enforcing such provisions, including sanctions for noncompliance.

Section 5.06 Labor, Training, and Business Opportunity
Developer agrees to comply with the federal regulations governing training, employment and business opportunities, including but not limited to Section 3 of the Housing and Urban Development Act of 1968, to the extent such regulations apply to Developer. Compliance with the 53 of 422
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provisions of Section 3, the regulations set forth in 24 Code of Federal Regulations and all applicable rules and orders of the Department of Housing and Urban Development issued thereunder prior to the execution of this Agreement wi ll be a condition precedent to federal financial assistance being provided to the Project as well as a continuing condition, binding upon the applicant or recipient for such assistance, its successors, and assigns. Failure to fulfill these requirements will subject Developer, its contractors and subcontractors, its successors, and assigns to those sanctions specified by 24 Code of Federal Regulations as well as with any and all applicable amendments thereto.

Section 5.07 Effect and Duration of Covenants
The covenants established in this Agreement will run with the land, without regard to technical classification and designation, and will be for the benefit and in favor of Authority, its successors and assigns, and the City. The covenants described in this Part 5 will commence upon the Construction Financing Event and will be set forth in the Agreement Containing Covenants and the HOME Regulatory Agreement and will remain in effect for the respective periods specified therein.

Section 5.08 Enforcement of Covenants
The Authority and the City are deemed beneficiaries of the terms and provisions of this Agreement and the covenants herein, both for and in their own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit this Agreement and the covenants running with the land have been provided. The Authority will have the right if the covenants contained in this Agreement are breached and such breach is not cured within the time periods set forth in Section 6.01, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings, including but not limited to an action for specific performance, to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants are entitled.

Section 5.09 Monitoring
a. The parties acknowledge that , due to the Authority’s use of Low and Moderate Income Housing Asset Fund, this Agreement is subject to the provisions of Health and Safety Code section 33418 (as applied by Health & Safety Code section 33476.1), which provides in pertinent part:
“(a) An Authority will monitor, on an ongoing basis, any housing affordable to persons and families of low or moderate income developed or otherwise made available pursuant to any provisions of this part. As part of this monitoring, an Authority will require Developers or managers of the housing to submit an annual report to the Authority. The annual reports will include for each rental unit the rental rate and the income and family size of the occupants... The income information required by this section will be supplied by the tenant in a certified statement of a form provided by the Authority.” 54 of 422
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Developer will submit to the Authority on an annual basis the report required by Section 33418.

The annual report will include for each residential unit the rental rate and the income and family size of the occupants. The income information will be supplied by the tenant in a certified statement on a form provided by the Authority. Developer will provide for the submission of such information in its lease or occupancy agreement with tenants. b. On an annual basis, Developer will submit to the Authority information on rents and occupancy of the Very Low Income HOME Units to demonstrate compliance with the income and affordability requirements of 24 CFR 92.252 and this Agreement. Developer must also provide the Authority with information regarding HOME -unit substitution and filling of vacancies sufficient to demonstrate that the Project remains in compliance with HOME rental occupancy requirements.

Section 5.10 Agreement Containing Covenants; HOME Regulatory Agreement Concurrently with the Construction Financing Event , Developer and Authority will execute and deposit with the Escrow Agent a Agreement Containing Covenants substantially in the form attached to this Agreement as Attachment No. 10, and a HOME Regulatory Agreement substantially in the form attached to this Agreement as Attachment No. 11.

ARTICLE VI. DEFAULTS AND REMEDIES
Section 6.01 Defaults - General
a. Subject to the Force Majeure Delay, as provided in Section 7.04 and the cure periods provided herein, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. The party who fails or delays must immediately commence to cure, correct or remedy such failure or delay and will complete such cure, correction or remedy with reasonable diligence.
b. The injured party will give written notice of default to the par ty in default, specifying the default complained of by the injured party. Failure or delay in giving such notice will not constitute a waiver of any default, nor will it change the time of default. Except as otherwise expressly provided in this Agreement, any failures or delays by either party in asserting any of its rights and remedies as to any default will not operate as a waiver of any default or of any such rights or remedies. Delays by either party in asserting any of its rights and remedies will not deprive either party of its right to institute and maintain any actions or proceedings which i t may deem necessary to protect, assert or enforce any such rights or remedies. c. If a monetary event of default occurs, prior to exercising any remedies hereunder, the injured party will give the party in default written notice of such default. The party in default will have a period of ten (10) days after such notice is given within which to cure the default prior to exercise of remedies by the injured party.
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d. If a non- monetary event of default occurs, prior to exercising any remedies hereunder, the injured party will give the party in default notice of such default. If the default is reasonably capable of being cured within thirty (30) days, the party in default will have such period to effect a cure prior to exercise of remedies by the injured party. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and the party in default (i) initiates corrective action within sa id period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then the party in default will have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by the injured party. e. If Developer fails to take corrective action or cure the default within a reasonable time, the Authority will give the Senior Lender and, as provided in paragraph f., below, the Investor Limited Partner notice thereof. Subject to the terms of the Developer’s partnership agreement, the Investor Limited Partner may take such action, including removing and replacing the general partner or managing member of the Developer with a substitute general partner or member, who will effect a cure within a reasonable time thereafter in accordance with the foregoing provisions.

The Authority agrees to accept cures tendered by any Senior Lender or Investor Limited Partner within the cure periods provided herein . Additionally, in the event the Senior Lender or Investor Limited Partner is precluded from curing a non-monetary default due to a bankruptcy, injunction, or similar proceeding by or against Developer or the general partner of Developer, the Authority agrees to forbear from completing a foreclosure (judicial or nonjudicial) during the period during which the Senior Lender or Investor Limited Partner is so precluded from acting, not to exceed ninety ( 90) days, provided such Investor Limited Partner and Senior Lender are otherwise in compliance with the for egoing provisions. In no event will the Authority be precluded from exercising remedies if its rights become or are about to become materially jeopardized by any failure to cure a default or the default is not cured within one hundred eighty (180) days aft er the first notice of default is given.
f. Authority will send to the Investor Limited Partner a copy of all notices of default and all other notices that Authority sends to Developer , at the address for t he Investor Limited Partner provided in the LMIHAF Note.

Section 6.02 Institution of Legal Actions
Subject to the notice and cure provisions of Section 6.01, in addition to any other rights or remedies (and excep t as otherwise provided in this Agreement), either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. 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 6.03 Applicable Law
The laws of the State of California will govern the interpretation and enforcement of this Agreement, without reference to the principles relating to conflicts of laws. 56 of 422
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Section 6.04 Acceptance of Service of Process
a. If legal action is commenced by the Developer against the Authority, service of process on the Authority will be made by personal service upon the Executive Director of the Authority, or in such other manner as may be provided by law. b. If legal action is commenced by the Authority against the Developer , service of process on the Developer will be made by personal service upon the Developer (or upon a general partner, managing member or officer of the Developer) and will be valid whether made within or without the State of California, or in such manner as may be provided by law.

Section 6.05 Rights and Remedies are Cumulative
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies will not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

Section 6.06 Damages
If either party defaults with regard to any of the provisions of this Agreement, subject to the notice and cure provisions of Section 6.01 and the non-recourse provisions of Section 6.11, the defaulting party will be liable to the non-defaulting party for any damages caused by such default, and the non -defaulting party m ay, after such notice and opportunity to cure (but not before) commence an action for damages against the defaulting party with respect to such default.

Section 6.07 Specific Performance
If either party defaults with regard to any of the provisions of this Agreement, subject to the notice and cure provisions of Section 6.01, 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 Agreement pertaining to such default.

Section 6.08 Termination by Either Party
Prior to the Construction Financing Event, either party will have the right to terminate this Agreement in the event (i) the other party is in default of any material term or provision of this Agreement, and, following notice, fails to cure such default within the time provided in Section

6.01or (ii) the parties mutually determine that, despite using good faith commercially reasonable efforts, Developer will be unable to obtain the necessary financing for the Project. 57 of 422
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Section 6.09 Termination by Developer
Prior to the Construction Financing Event, subject to the notice and cure provisions of Section 6.01, Developer will have the right to terminate this Agreement, by providing written notice to the Authority, in the event of a default by Authority pursuant to this Agreement.

Section 6.10 Termination by Authority
a. In accordance with 24 CFR 85.43 and subject to applicable notice and cure periods, suspension or termination of this Agreement may occur if Developer materially fails to comply with any term of the award of HOME Funds, and the award may be terminated for convenience in accordance with 24 CFR 85.44, subject to applicable notice and cure periods. b. Subject to the notice and cure provisions of Section 6.01, the Authority will have the right, prior to the Construction Financing Event, to terminate this Agreement, by providing written notice to Developer, in the event of a default by Developer or failure of any condition precedent to the occurrence of the Construction Financing Event which is in the control of Developer, including but not limited to the following:

1. Developer fails to submit to the Authority evidence of financing or fails to satisfy any other condition precedent to the occurrence of the Construction Financing Event as provided in the Method of Financing within the time established therefor in the Schedule of Performance; or

2. Developer (or any successor in interest) assigns or attempts to assign any of Developer’s rights in and to the Property or any portion thereof or interest t herein, or this Agreement or any portion hereof, except as permitted by this Agreement; or

3. Except for a Permitted Transfer, there is substantial change in the ownership of the Developer, or with respect to the identity of the parties in control of Developer, or the degree thereof contrary to the provisions of Section 1.06 of this Agreement; or

4. Developer fails to submit any of the reports, plans, drawings and related documents required by this Agreement by the respective dates provided in this Agreement. c. After the Construction Financing Event , but before Completion, Authority will have the additional right to terminate this Agreement in the event any of the following defaults will occur:

1. Developer fails to commence construction of the Improvements as required by this Agreement and such breach is not cured within the time provided in Section 6.01 of this Agreement; or
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2. Developer abandons or substantially suspends construction of the improvements and such breach is not cured within the time provided in Section 6.01 of this Agreement; or

3. Developer assigns or attempts to assign thi s Agreement, or any rights herein, or transfer, or suffer any involuntary transfer of the Property, or any part thereof, in violation of this Agreement, and such breach is not cured within the time provided in Section 6.01 of this Agreement; or

4. Developer otherwise materially breaches this Agreement, and such breach is not cured within the time provided in Section 6.01 of this Agreement. d. Notwithstanding the foregoing, the Authority will have the right to terminate this Agreement upon a final determination by state or federal court or the California Fair Political Practices Commission, subject to cure rights or appeal, of a criminal, material, and/or repeated violation of local, state, or federal campaign finance laws by Developer or a general partner of Developer or a member of such general partner or an officer or other Person exercising management or control over such member.

Section 6.11 Limited Recourse Obligations
a. Subject to the provisions and limitations of this Section 6.11, the obligation to repay the Authority Loans is a nonrecourse obligation of the Developer. Developer and each general partner or limited partner of Developer will not have any personal liabi lity for repayment of the Authority Loans, except as provided in this Section 6.11. The sole recourse of Authority will be the exercise of its rights against the Property and other security for the Authority Loans. Provided, however, that the foregoing will not (a) constitute a waiver of an obligation evidenced by the LMIHAF Note, Measure S Note, the HOME Note, or the Authority Deed of Trust ; (b) limit the right of the Authority to name Developer as a party defendant in an action or suit for judicial foreclosure and sale under the LMIHAF Note, Measure S Note, the HOME Note, or the Authority Deed of Trust or an action or proceeding t hereunder so long as no judgment in the nature of a deficiency judgment will be asked for or taken against Developer ; (c) release or impair the LMIHAF Note, Measure S Note, the HOME Note, or the Authority Deed of Trust; (d) prevent or in any way hinder the Authority from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of, any other remedy against the mortgaged Property or any other instrument securing the Authority Loans or as prescribed by law or in equity in case of default; (e) prevent or in any way hinder the Authority from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of, its remedies in respect of d eposits, insurance proceeds, condemnation awards or other monies or other collateral or letters of credit securing the Authority Loans ; (f) relieve Developer of its obligations under an indemnity delivered by Developer to the Authority; or (g) affect in any way the validity of a guarantee (if any) or indemnity from any person of all or any of the obligations evidenced and secured by the LMIHAF Note, Measure S Note, the HOME Note , or the Authority Deed of Trust. The foregoing provisions of this paragraph are limited by the 59 of 422
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provision that in the event of the occurrence of a default, Developer and its successors and assigns will have personal liability hereunder for any deficiency judgment, but only if and to the extent Developer, its principals, shareholders, partners or its successors and assigns received rentals, other revenues, or other payments or proceeds in respect of the mortgaged Property after the occurrence of such default, which rentals, other revenues, or other payments or proceeds have not been used for the payment of ordinary and reasonable operating expenses of the mortgaged Property, ordinary and reasonable capital improvements to the mortgaged Property, debt service, real estate taxes in respect of the mortgaged Property and basic management fees, but not incentive fees, payable to an entity or person unaffiliated with Developer in connection with the operation of the mortgaged Property, which are then due and payable. Notwithstanding the first sentence of this paragraph, the Authority may recover directly from Developer or from any other party:

1. damages, costs and expenses incurred by the Authority as a result of fraud or criminal act or acts of Developer or a partner, shareholder, officer, director or employee of Developer, or of a member or general or limited partner of Developer , or of a general or limited partner of such member or general or limited partner;

2. damages, costs and expenses incurred by the Authority as a result of 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;

3. any and all amounts owing by Developer pursuant to the indemnification regarding Hazardous Substances under the Environmental Indemnity, and

4. all court costs and attorneys ’ fees reasonably incurred in enforcing or collecting upon any of the foregoing exceptions (provided that Authority will pay Developer’s reasonable court costs and attorneys’ fees if Developer is the prevailing party in such enforcement or collection action).

ARTICLE VII. GENERAL PROVISIONS
Section 7.01 Notices
Formal notices, demands and communications between the Authority and the Developer and Investor Limited Partner will be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Authority and the Developer, as designated in Section 1.04 and Section 1.05 hereof, and to the Investor Limited Partner at the address given in the LMIHAF Note. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 7.01. Any notice that is transmitted by electronic facsimile transmission followed by delivery of a “hard” copy, will be deemed delivered upon its transmission; any notice that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Expres s, or by U.S.

Postal Service), will be deemed received on the documented date of receipt by the recipient; and 60 of 422
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any notice that is sent by registered or certified mail, postage prepaid, return receipt required will be deemed received on the date of receipt thereof.

Section 7.02 Conflicts of Interest
a. No member, official or employee of the Authority will have any personal interest, direct or indirect, in this Agreement nor will any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is, directly or indirectly, interested. b. Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement.

Section 7.03 Nonliability of Authority Officials and Employees No member, official, employee or consultant of the Authority will be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Authority or for any amount which may become due to the Developer or to its successor, or on any obligations under the terms of this Agreement.

Section 7.04 Force Majeure
In addition to specific provisions of this Agreement, performance by either party hereunder will not be deemed to be in default where delays or defaults are due to Force Majeure Events.

Section 7.05 Inspection of Books and Records
a. Developer will maintain complete, accurate, and current records pertaining to the Property for a period of five (5) years after the creation of such records, and shall permit any duly authorized representative of the Authority to inspect and copy records, during regular business hours upon reasonable advance notice. Records must be kept accurate and current. b. The Authority reserves the right to inspect, monitors, and observe work and services performed by Developer at any and all reasonable times. c. The Authority reserves the right to audit the records of Developer any time during the performance of this Agreement and for a period of five years after final payment is made under this Agreement.
d. If required, Developer will provide the Authority with a certified audit of Developer’s records representing the January 1 – December 31 fiscal year during which the Project becomes Complete, pursuant to the requirements of OMB Circular A-133. e. Access will be immediately granted to the Authority, HUD, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of Developer or its contractors for the purpose of performing audits 61 of 422
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and examinations or making copies and transcriptions. This requirement must be included in all contracts and subcontracts.

Section 7.06 Approvals
a. Except as otherwise expressly provided in this Agreement, approvals required of Authority or Developer in this Agreement, including the attachments hereto, will not be unreasonably withheld or delayed. All approvals will be in writing. Except as otherwise expressly provided in this Agreement, f ailure by either party to approve a matter within the time provided for approval of the matter will not be deemed a disapproval, and failure by either party to disapprove a matter within the time provided for approval of the matter will not be deemed an approval.
b. Except as otherwise expressly provided in this Agreement, approvals required of the Authority will be deemed granted upon the written approval of the Authority ’s Executive Director or designee. Authority agrees to provide notice to Developer of the name of the Executive Director’s designee on a timely basis, and to provide updates from time to time. Notwithstanding the foregoing, the Executive Director or designee may, in his or her sole discretion, refer to the governing body of the Authority any item requiring Authority approval; otherwise, “Authority approval” means and refer to approval by the Executive Director or designee.

Section 7.07 Real Estate Commissions
Neither the Authority nor the Developer will be liable for any real estate commis sions, brokerage fees or finder fees which may ar ise from this transaction. The Authority and the Developer each represent to the other that it has employed no broker, agent, or finder in connection with this transaction.

Section 7.08 No Third Party Beneficiaries
This Agreement is made solely and specifically between the Authority and Developer and their respective successors and assigns; and, except as expressly provided otherwise in this Agreement, no other person will have any rights, interest or claims under this Agreement or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

Section 7.09 Authority to Sign
Developer hereby represents that each person executing this Agreement on behalf of Developer has full authority to do so and to bind Developer to perform pursuant to the terms and conditions of this Agreement.
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Section 7.10 No Partnership
Nothing contained in this Agreement will be deemed or construed to create a partnership, joint venture, or any other similar relationship between the parties hereto or cause Authority to be responsible in any way for the debts or obligations of Developer or any other Person.

Section 7.11 Compliance With Law
Developer agrees to comply with all the requirements now in force, or which may hereafter be in force, of all municipal, county, state and federal authorities, pertaining to the development and use of the Property and the Improvements, as well as operations conducted thereon. The judgment of any court of competent jurisdiction, or the admission of Developer in any action or proceeding, whether Authority be a party thereto or not, that Developer has violated any such ordinance or statute in the development and use of the Property will be conclusive of that fact as between Authority and Developer.

Section 7.12 Binding Effect
This Agreement, 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 7.13 Incorporation by Reference
Each of the attachments and exhibits attached hereto is incorporated herein by this reference.

Section 7.14 Counterparts
This Agreement may be executed by each party on a separate signature page, and when the executed signature pages are combined, will constitute one single instrument.

Section 7.15 Construction and Interpretation of Agreement a. The language in all parts of this Agreement will in all cases be construed simpl y, as a whole and in accordance with its fair meaning and not strictly for or against any party. The parties hereto acknowledge and agree that this Agreement has been prepared jointly by the parties and has been the subject of arm’s length and careful negotiation over a considerable period of time, that each party has been given the opportunity to independently review this Agreement with legal counsel, and that each party has the requisite experience and sophistication to understand, interpret, and agree t o the particular language of the provisions hereof. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, this Agreement will not be interpreted or construed against the party preparing it, and instead other rules of interpretation and construction will be utilized.
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b. If any term or provision of this Agreement, the deletion of which would not adversely affect the receipt of any material benefit by any party hereunder, will be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement will not be affected thereby and each other term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. It is the intention of the parties hereto that in lieu of each clause or provision of this Agreement that is illegal, invalid, or unenforceable, there be added as a part of this Agreement an enforceable clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible. c. The captions of the articles, sections and subsections herein are inserted solely for convenience and under no circumstances are they or any of them to be treated or construed as part of this instrument.
d. References in this instrument to this “ Agreement” mean, refer to and include this instrument as well as any riders, exhibits, addenda and attachments hereto (which are hereby incorporated herein by this reference) or other documents expressly incorporated by reference in this instrument. Any references to any covenant, condition, obligation, and/or undertaking “herein,” “hereunder,” or “pursuant hereto” (or language of like import) means , refer to, and include the covenants, obligations, and undertakings existing pursuant to this instrument and any riders, exhibits, addenda, and attachments or other documents affixed to or expressly incorporated by reference in this instrument.
e. As used in this Agreement, and as the context may require, the singular includes the plural and vice versa, and the masculine gender includes the feminine and vice versa.

Section 7.16 Entire Agreement, Waivers and Amendments
a. This Agreement will be executed in three duplicate originals each of which is deemed to be an original. This Agreement will constitute the entire understanding and agreement of the parties.
b. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the Property.
c. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Authority or the Developer, and all amendments hereto must be in writing and signed by the appropriate authorities of the Authority and the Developer . This Agreement and any provisions hereof may be amended by mutual written agreement by the Developer and the Authority.

Section 7.17 Time for Acceptance of Agreement by Authority This Agreement, when executed by Developer and delivered to Authority, must be authorized, executed and delivered by Authority within thirty (30) days after date of signature by 64 of 422
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Developer or this Agreement may be terminated by Developer upon written notice to Authority.

The effective date of this Agreement will be the date when this Agreement has been executed by Authority.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURES ON FOLLOWING PAGE]
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Page S-1
IN WITNESS WHEREOF, Authority and Developer have signed this Agreement as of the dates set opposite their signatures.
“AUTHORITY”

THE HOUSING AUTHORITY OF THE

CITY OF GLENDALE

Dated: _____________, 2021 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: ___________________________

[SIGNATURES CONTINUE ON NEXT PAGE]

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Page S-2
“DEVELOPER”

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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Rev. NAT 8/15/15 Order No. 91402-1640119-19
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ATTACHMENT NO. 2
Exhibit A

LEGAL DESCRIPTION
A leasehold interest created by that certain Ground Lease between the Housing Authority of the City of Glendale and 900 E BROADWAY, L.P., a California limited partnership, dated as of _______________, 2021 in the real property 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 O F CALIFORNIA, AS PER MAP RECORDED IN BOOK 14 PAGE 95, ET SEQ., AN D IN BOOK 52 PAGE 8 OF

MISCELLANEOUS RECORDS, IN THE OFF ICE OF THE COUNTY RE CORDER 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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Attachment No. 3 - Method of Financing

ATTACHMENT NO. 3

METHOD O

F FINANCING
This is the Method of Financing attached to the Affordable Housing Agreement between the Housing Authority of the City of Glendale (the “Authority”) and 900 E BROADWAY, L.P., a California limited partnership (“Developer”), relating to Developer’s construction of a 127-unit (including one manager’s unit) multifamily project, to be rented at Affordable Rents to Extremely Low Income, Very Low Income, and Low Income Senior Citizen H ouseholds. Any capitalized term not otherwise defined herein will have the meaning ascribed to such term in the Affordable Housing Agreement.

The Project will be financed by a combination of co nstruction and permanent loans , a LMIHAF Loan, a HOME Loan, a Measure S Loan, and Developer Equity derived from the syndication of the Four Percent Tax Credit s. For purposes of this Agreement, “ Four Percent” refers to the applicable percentage of the qualified basis for a building that is not federally subsidized, as provided in Internal Revenue Code Section 42(b)(1).

1. Definitions. Unless otherwise defined herein, capitalized terms will have the meanings ascribed to them in the Affordable Housing Agreement.

2. Acquisition and Development C osts. The parties estimate that the total Acquisition and Development Costs will be approximately $59,760,000, of which approximately $6,167,000 (including carrying costs) is allocated to acquisition costs and approximately $53,593,000 is allocated to Development Costs . The Measure S Loan in the total amount of $11,525,000 consists of the Authority’s carry back of the fully capitalized rent under the Ground Lease in the amount of $6,050,000 and a loan of construction to permanent funds in the amount of $5,475,000. The HOME Loan consists of a loan of construction to permanent funds in the amount of $1,800,000. The LMIHAF Loan consists of a loan of construction to permanent funds in the amount of $1,725,000.

3. Sources of Construction Financing . The parties anticipate that the Acquisition and Development Costs will be financed during the Construction Period with the following combinations of funds:
a. The Construction Loan, in the approximate original principal amount of $____________, to be secured by a first deed of trust.
b. A second priority HOME Loan in the original principal amount of $1,800,000, less a $180,000 hold- back, equal to ten percent (10%) of disbursements during construction.
c. A second priority LMIHAF Loan in the original principal amount of $1,725,000, less a $172,500 hold- back, equal to ten percent (10%) of disbursements during construction.
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d. A second priority Measure S Loan in the original principal amount of $11,525,000, consisting of a $6,050,000 land loan and a construction to permanent loan of $5,475,000, less a $547,500 hold- back, equal to ten percent (10%) of disbursements during construction.
e. Costs deferred to Conversion in the amount of $[______], of which, $[_______] will be applied at Conversion to fund the Operating Reserve and $[________] will be applied at Conversion to pay permanent financing costs.
f. Developer Equity consisting of: (i) advances and capital contributions made by Developer’s Limited Partner, in the approximate amount of $__________; (ii) a cash contribution from Developer in the amount of $_______; and (iii) the deferral of a portion of the Developer Fee in the amount of $____________ (“Deferred Developer Fee”), $__________ of which will be paid at C onversion, with the $_________ balance of the Deferred Developer Fee to be paid from the net cash flow of the Project.

Developer’s right to pay the theretofore unpaid balance of the Deferred Developer Fee from the net cash flow of the Project will be prior to the Authority’s right to receive Residual Receipts payments. g. Developer will be responsible during the Construction Period to provide funds if and as needed to pay for cost overruns and contingencies not otherwise funded by the sources of funds as described herein.

4. Sources of Permanent Financing. Developer must make every reasonable effort to structure the terms of the permanent financing in a way that will minimize the amount of the Authority Loan needed to fill the financing gap. The parties anticipate that the Acquisition and Development Costs will be financed during the Permanent Period with the following combinations of funds:
a. The Permanent Loan, in the approximate original principal amount of $_________, to be secured by a first priority deed of trust; b. The HOME Loan described in paragraph 3.b above in the original principal amount of $1,800,000, secured by a second priority deed of trust; c. The LMIHAF Loan described in paragraph 3.c above in the original principal amount of $1,725,000, secured by a second priority deed of trust; d. The Measure S Loan described in paragraph 3.d above in the original principal amount of $11,525,000, secured by a second priority deed of trust; and
e. Developer Equity described in paragraph 3.f above, consisting of (1) the Deferred Developer Fee in the approximate amount of $_______ (to be paid 71 of 422
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to the extent available from the net cash f low of the Project) plus (2) Developer’s cash contribution in the amount of $ _________ plus (3) the initial Limited Partner’s Capital Contribution of $________, plus the additional Limited Partner’s Capital Contribution in the approximate amount of $_____________.

5. Project Budget. The parties anticipate that all Acquisition and Development Costs will be as set forth in the Project Budget attached to the Affordable Housing Agreement as Attachment No. 6, which is incorporated herein by this re ference (the “ Project Budget”). The Project Budget will be subject to change from time- to-time, subject to the prior written approval of the Authority Executive Director or designee (which approval will not be unreasonably withheld), upon which approval , the Project Budget will be replaced by the approved revised Project Budget. Within the respective times provided therefor in the Schedule of Performance, the Developer will obtain all approvals needed for the Construction Loan and demonstrate, to the satisfaction of the Authority Executive Director, that all Developer Equity will be available for payment or refinancing of Development Costs when and as required by this Method of Financing.

6. Evidence of Financing. The sum of the Construction Loan plus the Developer’s Equity plus the LMIHAF Loan plus the HOME Loan plus the Measure S Loan will, at all times, be sufficient to pay all Acquisition and Development Costs as set forth in the most recently approved Project Budget. Prior to the Construction Financing Event, Developer will submit for Authority review and approval evidence of such financing, including: (a) copies of all documents required by the Construction Lender to obtain construction financing; (b) a firm commitment for the Permanent Loan and copies of all documents that will be required by Permanent Lender to obtain the Permanent Loan; and (c) the amended and restated limited partnership agreement upon inclusion of the Investor Limited Partner, including all exhibits thereto, and other documentation evidencing the availability of the Limited Pa rtner Capital Contribution, and such other documentation as may be appropriate to evidence other Developer Equity. The Authority will not unreasonably withhold its approval.

7. Authority Loans.
a. In accordance with and subject to the terms and conditions of the Affordable Housing Agreement and this Method of Financing, the Authority agrees to make the LMIHAF Loan. The Measure S Loan, and the HOME Loan to Developer and Developer agrees to borrow such funds for the purpose of paying Acquisition and Development Costs. b. Developer hereby acknowledges that the Authority Loans are intended to be “gap” financing, not to exceed the amount needed to bridge the gap between the total Acquisition and Development Costs and the maximum Senior Loan obtainable by Developer plus the maximum amount of Developer ’s Equity set forth above but in any event not to exceed the dollar amount set forth above. If at any time Developer obtains additional financial assistance, Developer must promptly notify the Authority. The Authority will determine if such additional assistance would result in an over -subsidy of the Project, in which case, the Authority and Developer will mutually agree upon appropriate procedures for reducing the Authority Loan to eliminate the over-subsidy.
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c. The Authority Loan will be used exclusively to pay Acquisition and Development Costs identified in the Project Budget.
d. At the Construction Financing Event, the Authority and Developer will execute and deliver such instruments and documents as may be necessary to evidence and secure the Authority Loan, consistent with the terms of the Affordable Housing Agreement and this Method of Financing, and each in a form that is acceptable to the Authority Executive Director or designee, including the following documents, as applicable, which are referred to as the “Authority Loan Documents”:

1. Agreement Containing Covenants;

2. Notice of Affordability Restrictions on Transfer of Property;

3. Agreement Containing HOME Program Requirements;

4. Promissory Note evidencing the LMIHAF Loan;

5. Promissory Note evidencing the HOME Loan;

6. Promissory Note evidencing the Measure S Loan;

7. Authority Deed of Trust securing the LMIHAF Loan, the Measure S Loan, and the HOME Loan;

8. Assignment of Rents and Leases;

9. Assignment of Agreements;

10. Environmental Indemnity;

11. UCC-1 Financing Statement; and

12. Disbursement Agreement.

8. Subordination
.
a. The lien of the Authority Deed of Trust, but not the Agreement Containing Covenants or the HOME Regulatory Agreement , will be subordinate to the lien created by the Construction Loan Deed of Trust and the Permanent Loan Deed of Trust, and any other of the Senior Loan Documents and all of the terms and conditions contained in the Senior Loan Documents.
b. Prior to the Construction Financing Event, the Executive Director of the Authority or designee will execute a Subordination Agreement that is consistent with applicable laws and regulations governing subordination of LMIHAF loans , Measure S loans, and HOME loans and is mutually acceptable to the Authority Executive Director or designee, the Construction 73 of 422
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Lender and Developer. The Subordination Agreement will subordinate the Authority Deed of Trust, but not the Agreement Containing Covenants or the HOME Regulatory Agreement, to the Construction Loan Deed of Trust and other Senior Loan Documents. The subordination agreement must provide the Authority with all rights under California Civil Code Section 2924b and 2924c and must contain written commitments reasonably designed to protect the Authority’s investment in the event of a default. Such written commitments will provide for, but not necessarily be limited to: (i) a right to cure a default on the Senior Loan deed of trust; (ii) a right to negotiate with Senior Lender after notice of default and prior to Senior Lender commencing foreclosure proceedings; (iii) a right to purchase Developer’s leasehold interest in the Property at any time after a default on the Senior Loan (provided that the Ground Lease contains appropriate non-merger provisions); and (iv) an agreement that if prior to foreclosure of the Senior Loan, the Authority takes title to the Developer’s leasehold interest in the Property and cures the default on the Senior Loan, the Senior Lender will not exercise any right it may have to accelerate the Senior Loan by reason of the transfer of title to the Authority.

9. Recordation
. Upon the Construction Financing Event, the Title Company will record the recordable Authority Loan Documents in accordance with instructions provided by the Authority, and will be prepared to issue to the Authority an ALTA policy of title insurance, insuring the Authority Deed of Trust as a second priority lien on the Property, in amounts and with endorsements as the Authority may determine is appropriate.

10. Disbursement of Authority Loans.
a. The Authority Loans will be disbursed for the payment of Acquisition and Development Costs in accordance with a disbursement agreement among the Authority, Construction Lender, and Developer, substantially in the form attached to the Affordable Housing Agreement as Attachment No. 19 or in such other form and substance that is mutually acceptable to the Executive Director, Construction Lender, and Developer (the “Disbursement Agreement”). b. The Authority Loan will be disbursed based on vouchers for actual expenses incurred or paid, accompanied by contractor /subcontractor invoices and other information and documentation (e.g., lien releases) requested or required by the Authority. The Authority will have the right to condition any disbursement upon receipt and approval of such documentation, evidence or information that it may request, including, but not limited to, vouchers, invoices, and architect’s, inspector’s and/or engineer’s periodic certifications of the percentage and/or stage of construction that has been completed. Requests for HOME Loan disbursements must be submitted on forms specified by the Authority, with adequate and proper documentation of eligible costs incurred in compliance with 24 CFR 92.206 and necessary for HUD IDIS disbursement requirements. The Authority will have the right in its sole discretion to make disbursements of funds payable jointly to Developer and third parties entitled to such payment. The Authority will have the right to review and audit all records of Developer pertaining to disbursement of the Authority Loan. Developer must maintain such records for a period of not less than five years after Completion. c. Disbursements upon Applications for Pay ment will be subject to a ten percent (10%) retention. Developer may submit a final invoice upon Completion. Final payment, including retention previously withheld, will be made according to the Disbursement Agreement. 74 of 422
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d. Designated representatives of the Hou sing Authority will have the right to participate in weekly construction meetings during the construction of the Improvements and to approve proposed finishes, colors, fixtures, and like matters.

11. Repayment Terms. The repayment terms of the Authority Loans will be as set forth in the LMIHAF Note, the Measure S Note, and the HOME Note attached to the Affordable Housing Agreement as Attachments No. 12, 13, and 14, respectively.

12. Conditions Precedent to Construction Financing Event The Construction Financing Event is conditioned upon each of the following occurring to the satisfaction of, and in a form approved by, the Authority Executive Director prior to the time for the Construction Financing Event set forth in the Schedule of Performance:

1. Developer submit s evidence that the final working drawings have been approved by the City, and, to the extent required by the Affordable Housing Agreement, the Authority Executive Director or designee;

2. Developer submits a copy of the general construction contract between the Developer and a licensed general contractor approved by the Authority Executive Director or designee, covering all construction required by the Affordable Housing Agreement and the approved final working drawings;

3. Developer submits for Authority approval copies of the mechanical, electrical, plumbing, and framing subcontracts and subcontracts for other trades identified by the Authority;

4. Developer submits for Authority approval copies of contracts with the architect, the property manager (which must contain a provision allowing Developer’s termination of the management agreement without cause, upon thirty (30) days prior written notice), and other consultants and service providers identified by the Authority;

5. Developer submits a final Project Budget, cu rrent as of the Construction Financing Event date, demonstrating to the satisfaction of the Authority Executive Director or designee the availability of sufficient funds to pay all Acquisition and Development Costs;

6. Developer submits evidence satisfactory to the Authority Executive Director or designee that the Developer has financing commitments sufficient to pay all Acquisition and Development Costs in accordance with the Affordable Housing Agreement, including the Construction Loan, Permanent Loan, and D eveloper’s Equity (including the Limited Partner Capital Contribution) in the respective amounts set forth in this Method of Financing;
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7. Developer submits copies of final Construction Loan Documents;

8. Developer submits copies of Amended and Restated Limited Partnership Agreement (admitting Investor Limited Partner) or other final limited partnership agreement and related documents;

9. Developer submits the evidence of insurance policies and the endorsements required by the Affordable Housing Agreement;

10. Developer submits evidence satisfactory to the Authority Executive Director or designee that Developer has satisfied all conditions precedent to the issuance of all Permits necessary for the construction of the Improvements, other than payment of fees (for which funds have been budgeted in the Project Budget) and conveyance of title;

11. Developer submits an estimated draw schedule for the Authority Loan, which will be attached as an exhibit to the Disbursement Agreement;

12. Developer submits the Maintenance Program, including the Maintenance Budget, as required by the Affordable Housing Agreement;

13. Developer submits the Annual Project Budget for the first year of operation, as required by the Affordable Housing Agreement;

14. Developer submits the Management Plan, as required by the Affordable Housing Agreement;

15. Developer submits for Authority review and approval a Social Services Plan describing the social service programs to be provided to the Project, including a proposed budget;

16. Developer, Construction Lender , and Authority agree on a Disbursement Agreement providing for disbursement of the Authority Loan, Developer Equity, and Construction Loan,;

17. Developer, Senior Lender, and Authority agree on Subordination Agreements;

18. Title Insurance Company is prepared to issue the title insurance policies required by the Affordable Housing Agreement;

19. Developer duly executes and delivers to the Authority or into escrow the Ground Lease, the Memorandum of Lease, and the Authority Loan Documents;

20. Developer duly executes and delivers into escrow the Density Bonus Housing Agreement with the City; and
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21. Authority Executive Director determines that Developer is not in default of its obligations to the Authority under the Affordable Housing Agreement.

Notwithstanding the foregoing, the Authority, in the sole discretion of the Authority Executive Director, may waive any of the foregoing conditions precedent to the Construction Financing Event. A waiver of any of the foregoing conditions will not operate in any way as a waiver, or estoppel with respect to, any subsequent or other failure to comply with such condition, or any other condition contained in the Affordable Housing Agreement, this Method of Financing, or any of the other Authority Loan Documents . The Authority’s approval to record the Authority Deed of Trust will confirm the Authority’s approval or waiver of the conditions set forth in this Section

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Scope of Development
ATTACHMENT NO. 4

SCOPE OF DEVELOPMENT
The project site is located at 900 E. Broadway in the City of Glendale and consists of one (1) assessor parcels identified on the Site Map attached to this Affordable Housing Agreement as Attachment No. 1. The project site contains approximately 36,800 square feet.

The project consists of a 127-unit multifamily rental development to be constructed on the Property, consisting of 87 studio un its (at 400 square feet each), 39 one -bedroom units (at 600 square feet each), 1 two-bedroom manager’s unit (at 800 square feet), and ancillary facilities. The rental units will be contained in one five-story building with elevators.

A total of 92 parking spaces will be provided to the project in a 1.5 level subterranean parking facility (including 4 accessible, 4 electric vehicle ready, and 4 staff stalls). 22 of the parking spaces will be subject to a shared use agreement for the development locat ed at 920 E. Broadway (to include 1 accessible, 2 electric vehicle ready, and 2 staff stalls).

The project also includes improvements to the existing alley west of the project site to create a public paseo, including shared use with the development located at 920 E. Broadway. The project will remove existing improvements on the project site, including a vacant 11,120 square foot building, surface parking, and the undergrounding and reconfiguration of existing alley utilities.

The project will seek LEED Platinum Certification.

Site Planning:
 The project consists of single five-story structure, designed with a “U”-shape in order to accommodate a generous open central courtyard, over a 1.5 story subterranean parking garage.
 Ample common outdoor open space for the project is located within a proposed ground level courtyard and on three roof decks located on the 5th floor of the project. The courtyard, located in the center of the project is easily accessible from all the units, and will include seating, and through landscaping and other design means, provides appropriate privacy for the adjacent first-level residential units. This area also opens onto the adjacent pedestrian paseo to the east. The three proposed roof decks are designed with different activities in mind, including a garden, a game area and an outdoor living room.  Vehicular access to the site will be from a newly dedicated alley to the south of the building, with access to the parking garage and the existing alley.  The trash bins and recycling containers are located in a secure trash room at the rear/south of the building, with egress to the alley.
 Access to the units will be from an interior corridor.  The building amenities include an on-site property management office, community rooms, supportive services office and spaces, for recreational and educational uses. 78 of 422
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Scope of Development

 Landscaping will be appropriately integrated into the design and the common areas, consisting of a variety of planters, walkways, and trees along the site perimeter, in the interior courtyards, and the front of the property.
 Limited fencing is proposed to secure the project site and the courtyard, and will be consistent with the design of the project.

Mass and Scale:

 The structures will provide appropriate setbacks given their location on the site and its relationship to surrounding buildings.
 The design of the 5th floor and associated roof forms illustrate variation in the overall design, with the material and design “cap” slightly set back from the rest of the volume, borrowing design elements such as a mansard-style roofline, and windows set within coffered frames.
 The building facades will consist of varying forms, volumes, appropriate setbacks, and architectural design treatment including modern-yet-restrained color themes, various roof decks to avoid “pinning” each corner of the site at maximum building height, decorative brick, with metal railings and interplay between materials. As a whole, these design moves will impart personality to the project, while minimizing the typical, box-like appearance common to many other multi-family, multi-story housing projects.  In addition, the project will be set back nearly 30’ from the current south property line, so as to provide a new public alley wherein the project can be served and serviced, while simultaneously avoiding crowding the existing, adjacent three-story multi-family housing to the immediate south.
 The project’s articulation, discrete building forms, and overall massing and scale, will fit contextually East Broadway’s varied architecture styles that span different eras, and which manifesting themselves though relatively different heights, massing, setbacks, materials, colors.
 The variety of materials and details, including carefully-structured voids that serve as decks, plazas or places of respite, serving to create a building that despite being five stories tall, works to lessen the overall impact that can often accompany the mass and scale of such a project.
 The project is carefully designed to appropriately integrate with the immediate street block(s) and surrounding neighborhood. It achieves this in part by utilizing landscape planters, hardscape and setbacks at the Broadway and Cedar elevations, while the overall massing provides a U-shape that creates an east-facing interior courtyard, which opens directly to a City alley that will be converted to pedestrian use only. This alley will serve as a public amenity space between this project and the adjacent redevelopment due east.

Thus, instead of being two blocks of housing on their own respective sites, the integrated design and planning approach provides a contextual and responsive building, with an eye on the public realm.

Building Design and Detailing:

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Scope of Development

 The design of the building is a modern and crisp, avoiding classification into any specific design trend or era. Some elements, such as the “mansard” style roofline, simultaneously borrow from the past while also granting an element of personality to the building itself.  The proposed off-white stucco finish will complement the varying shades of brown accent colors depicted on ground floor common-area windows, balcony railings, and seamed panels cladding much of the 5th floor façade/parapet. As well, the expanse of yellow- tinged brick which clads significant amounts of the building façade, demonstrates a level of design commitment to a unified but varied color and material palette. The predominantly brown/earth tones of the building, and mixtures of stucco and brick, will integrate well with existing structures in the area.
 Each of the principal building facades is different, in that they respond uniquely to the environment to which they face. The facades are responsive to external context, yet there is a commonality through material choice, fenestration module sizing and 5th floor parapet/roof detailing.
 The first floor common areas will face Broadway and the new shared paseo to the east, while using metal “storefront systems” to enhance the ratio of vision glass relative to the rest of the face. Multiple balcony types as applicable to each of the varied unit types, pepper the building’s façade.
 The majority of the fenestration will be high-quality vinyl windows, specified to meet an established STC (sound transmission coefficient) to provide occupants with clear views but also thermal and acoustic comfort. Wherein feasible and the design permits, windows will be operable to provide fresh air. The addition of side lites and apparent muntins and rails where included, enhances the variability and depth.

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Attachment No. 5 - Schedule of Performance

ATTACHMENT NO. 5

SCHEDUL

E OF PERFORMANCE

1. Intentionally Deleted

2. Submittal - Management Plan and Maintenance
Program. Developer will submit to the Housing
Authority for approval the Management Plan
(including a Tenant Selection and Eligibility Plan)
and the Maintenance Program.

Prior to the initial lease -up of
the Project.

3. Submittal – Affirmative Marketing Plan .

Developer will prepare and submit to the Housing
Authority for approval the Affirmative Marketing
Plan described in paragraph b.9 of Section 5.01 of
the Agreement.

Prior to the initial lease -up of
the Project.

4. Submittal - Annual Project Budget.

Developer will submit to the Housing Authority
for approval a current Annual Project Budget for
the first year of operation.

Prior to submittal of the
Affordable Housing
Agreement to the Housing
Authority for approval;
revisions to the approved
Annual Project Budget must
be submitted for approval
prior to the scheduled date for
the Construction Financing
Event.
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5. Submittal – Bidding Procedures. Developer will
submit to the Housing Authority for approval its
bidding procedures as required by Section 4.04 of
the Agreement.

Prior to submittal of the
Affordable Housing
Agreement to the Housing
Authority for approval.

6. Approval of Affordable Housing Agreement by
the Housing Authority ’s Board of
Commissioners. The Housing Authority will hold
a public hearing on the Affordable Housing
Agreement, and authorize the Executive Director
to execute and deliver the Affordable Housing
Agreement to the Developer.

After staff approval of
Developer’s proposed annual
project budget and
Developer’s subcontract
bidding procedures, and after
submission of executed
Agreement by Developer,
estimated to be January 11,
2022.

7. Submittal - Basic Concept/Schematic Drawings .

Developer will submit to the Housing Authority
for approval the Basic Concept/Schematic
Drawings and related documents.

Completed.

8. Approval - Basic Concept/Schematic Drawings .

The Housing Authority will approve or
disapprove the Basic Concept/Schematic
Drawings and related documents (site plans,
elevations and preliminary floor plans).

Completed.

9. Submittal - Final Construction Drawings and
Specifications. Developer will prepare and
submit to the Housing Authority for approval the
Final Construction Drawings and Specifications.

January 5, 2021

10. Approval - Final Construction Drawings and
Specifications. The Housing Authority will
approve or disap prove the Final Construction
Drawings and Specifications.

January 12, 2021
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11. Submittal – Subcontracts. Developer will submit
to the Housing Authority for approval the
subcontracts required by Section 4.0 3 of the
Agreement.

One week prior to the
scheduled date for the
Construction Financing Event

12. Submittal – Environmental Assessments .

Developer will deliver to the Housing Authority
copies of the environmental assessments as
required by Section 4.02 of the Agreement.

Completed.

13. Submittal - Evidence of Financing.

Developer will submit to the Housing Authority
substantially final Construction Loan documents ,
AHP Loan documents , and documentation of
Developer Equity, as described in the Method of
Financing.

Ten (10) days prior to the
scheduled date for the
Construction Financing Event.

14. Approval of Financing . The Housing Authority
will approve or disapprove the evidence of
financing.

Within ten (10) days after
receipt of each such submittal
of evidence of financing to the
Housing Authority.

15. Construction Financing Event . All conditions
precedent to the Construction Financing Event
will have been satisfied.

Estimated to occur by January
25, 2022, but which will occur
as soon as possible following
Developer’s receipt of an
allocation of Low Income
Housing Tax Credits.

16. Submittal - Tenant Lease. Developer will prepare
and submit to the Housing Authority for approval
the tenant lease with the lease provisions
described in the Agreement Containing
Covenants and the HOME Regulatory
Agreement.

Prior to the initial lease-up of
the Project.
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17. Approval – Management Plan, Tenant Selection
and Eligibility Plan, Maintenance Program,
Affirmative Marketing Plan, Tenant Lease . The
Housing Authority will approve or disapprove
Developer’s proposed Management Plan, Tenant
Selection and Eligibility Plan, Maintenance
Program, Affirmative Marketing Plan, and Tenant
Lease.

Prior to the initial lease -up of
the Project.

18. Commencement of Construction. Developer will
commence construction of the I mprovements on
the Property.

Within sixty (60) days after the
Construction Financing Event,
but no later than April 1, 2022.

19. Completion of Construction . Developer will
complete construction of the Improvements on the
Property.

Not later than September 1,
2024 or such later date as may
be approved by the
Housing Authority and the
California Tax C redit
Allocation Committee.

20. Submittal – Identity of Very Low Income HOME
Units. Developer will submit to the Authority for
approval the street address and unit numbers of
the proposed Very Low Income HOME Units.

Thirty (30) days prior to initial
rental of the units.

21. Submittal – Rent Schedule. Developer will submit
its proposed rent schedule and utility allowance to
the Housing Authority for approval.

Thirty (30) days prior to initial
rental of the units and on an
annual basis thereafter.
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(900 E. Broadway) Attachment No. 6
Project Budget
ATTACHMENT NO. ___

PROJECT BUDGET
Sources of Funds Construction Permanent
Construction Loan – Tax
Exempt $28,000,000 $0
Construction Loan – Taxable $7,612,415 $0
Perm Loan - Tax Exempt $0 $16,950,000
Glendale – HOME $1,800,000 $1,800,000
Glendale – LMIHAF $1,725,000 $1,725,000
Glendale – Measure S $11,525,000 $11,525,000
Abode – Parking Funds $0 $660,000
LIHTC Equity – Federal $7,912,264 $26,374,213
LIHTC Equity – State $611,939 $2,039,796
Deferred Operating Reserve $397,391 $0
Deferred Developer Fee $1,490,000 $0
Total Sources $61,074,009 $61,074,009
Uses
Land/Acquisition Costs $6,181,500
Construction/Hard Costs $38,593,715
Architecture & Engineering $2,120,667
Construction Interest & Fees $3,403,892
Perm Financing Fees $1,051,072
Contingency Costs $2,437,296
Reserves $397,391
Other Soft Costs $3,868,476
Developer Fee $3,020,000
Total Uses $61,074,009
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Ground Lease

GROUND LEASE
By and Bet
ween

THE HOUSING AUTHOR
ITY

OF THE CITY OF GLENDALE
and
900 E BROADW
AY, L.P.,
a California limited partnership
(900 East Br
oadway)
Attachment No. 7
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TABLE OF CONTENTS
A
rticle I DEFINITIONS ................................................................................................................. 2 Article II LEASE OF THE PROPERTY ........................................................................................ 8 Section 201 Purpose of Lease .................................................................................................... 8 Section 202 Leased Area ........................................................................................................... 9 Section 203 Assignment of Utility Rights ................................................................................. 9 Section 204 Recorded Encumbrances ........................................................................................ 9 Article III TERM .......................................................................................................................... 10 Section 301 Commencement and Term ................................................................................... 10 Section 301 Recordable Quitclaim Deed. ................................................................................ 10 Article IV CONSIDERATION FOR THE LEASE ...................................................................... 10 Section 401 Obligations and Covenants; Rent......................................................................... 10 Article V USE OF THE PROPERTY AND SITE CONDITIONS. ............................................. 10 Section 501 Use of the Property. ............................................................................................. 10 Section 502 Compliance with Law. ......................................................................................... 13 Section 503 Site Conditions. .................................................................................................... 14 Section 504 Hazardous Materials. ........................................................................................... 14 Article VI CONSTRUCTION OF IMPROVEMENTS ON THE PROPERTY ........................... 18 Section 601 Construction of Improvements. ........................................................................... 18 Section 602 Contractors and Subcontractors ........................................................................... 19 Section 603 Permits ................................................................................................................. 20 Section 604 Performance of Construction Work ..................................................................... 20 Section 605 Release of Construction Covenants ..................................................................... 21 Section 606 Ownership of Improvements................................................................................ 21 Section 607 No Liens on Landlord’s Interest .......................................................................... 21 Section 608 Removal of Liens on Leasehold Interest ............................................................. 22 Section 609 Notice of Completion ........................................................................................... 22 Article VII ALTERATIONS. ....................................................................................................... 22 Section 701 Alterations ............................................................................................................ 22 Article VIII NO LIABILITY OF LANDLORD ........................................................................... 23 Section 801 No Liability of Landlord. ..................................................................................... 23 Section 802 Discovery of Toxic Substances ............................................................................ 24 Article IX MAINTENANCE AND REPAIRS ............................................................................. 24 Section 901 Maintenance and Repairs ..................................................................................... 24 87 of 422
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Section 902 Repairs ................................................................................................................. 25 Section 903 Landlord’s Obligation .......................................................................................... 25 Article X DAMAGE OR DESTRUCTION .................................................................................. 25 Section 1001 Tenant to Give Notice .......................................................................................... 25 Section 1002 Repair of Damage or Destruction ........................................................................ 25 Section 1003 Application of Insurance Proceeds ...................................................................... 26 Section 1004 Tenant’s Obligations ............................................................................................ 27 Section 1005 Option to Terminate ............................................................................................. 27 Article XI ENTRY BY LANDLORD .......................................................................................... 27 Article XII UTILITIES AND SERVICES ................................................................................... 28 Section 1201 Utilities and Services ........................................................................................... 28 Section 1202 Easements ............................................................................................................ 28 Article XIII PROHIBITION AGAINST ENCUMBRANCE OR TRANSFER ........................... 28 Section 1301 Prohibitions .......................................................................................................... 28 Section 1302 Consent to Assignment ........................................................................................ 30 Article XIV TAXES AND IMPOSITIONS ................................................................................. 30 Article XV INSURANCE ............................................................................................................. 31 Section 1501 Required Insurance .............................................................................................. 31 Section 1502 Disposition of Insurance Proceeds ....................................................................... 34 Article XVI DEFENSE, INDEMNIFICATION AND HOLD HARMLESS ............................... 34 Article XVII EMINENT DOMAIN.............................................................................................. 35 Section 1701 Tenant to Give Notice .......................................................................................... 35 Section 1702 Total Taking ......................................................................................................... 35 Section 1703 Partial Taking ....................................................................................................... 35 Section 1704 Application of Awards and Other Payments ....................................................... 36 Article XVIII COMPLIANCE WITH ALL LAWS ..................................................................... 36 Article XIX PERMITS AND LICENSES .................................................................................... 36 Article XX PRODUCTION OF REPORTS, RECORDS AND STATEMENTS ........................ 37 Article XXI NONDISCRIMINATION ........................................................................................ 37 Article XXII LEASEHOLD MORTGAGES................................................................................ 39 Section 2201 Leasehold Mortgages ........................................................................................... 39 Section 2202 No Subordination ................................................................................................. 39 Section 2203 Notice to Landlord ............................................................................................... 39 Section 2204 Notice to Permitted Leasehold Mortgagee .......................................................... 39 Section 2205 Permitted Leasehold Mortgagee’s Rights ............................................................ 39 88 of 422
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Section 2206 Obligations of Permitted Lease hold Mortgagee Upon Acquisition of Leasehold Estate .................................................................................................. 40 Section 2207 No Modification or Termination of Lease Without Permitted Leasehold Mortgagee’s Consent ........................................................................................... 40 Section 2208 Right of Permitted Leasehold Mortgagee to Cure Default .................................. 41 Section 2209 Foreclosure in Lieu of Curing Default ................................................................. 41 Section 2210 Assignment of Lease Upon Foreclosure .............................................................. 42 Section 2211 New Lease to Permitted Leasehold Mortgagee ................................................... 43 Section 2212 No Merger of Estates ........................................................................................... 44 Section 2213 Amendments for Benefit of Permitted Leasehold Mortgagee ............................. 44 Section 2214 Restriction on Landlord’s Right to Encumber its Interest ................................... 44 Section 2215 Restriction on Subordination of Tenant’s Interest ............................................... 45 Section 2216 Multiple Leasehold Mortgages ............................................................................ 45 Article XXIII EVENTS OF DEFAULT ....................................................................................... 45 Section 2301 Events of Default ................................................................................................. 45 Section 2302 Procedures for Declaring an Event of Default ..................................................... 46 Article XXIV REMEDIES ........................................................................................................... 47 Section 2401 Right of Termination............................................................................................ 47 Section 2402 Transfer of Interest Upon Termination ................................................................ 47 Section 2403 Damages ............................................................................................................... 47 Section 2404 Specific Performance ........................................................................................... 48 Section 2405 Cumulative Remedies .......................................................................................... 48 Section 2406 Limited Recourse ................................................................................................. 48 Article XXV INTEREST ON PAST DUE OBLIGATIONS ....................................................... 48 Article XXVI NOTICES............................................................................................................... 49 Article XXVII ESTOPPEL CERTIFICATE ................................................................................ 51 Article XXVIII SURRENDER ..................................................................................................... 51 Section 2801 Surrender .............................................................................................................. 51 Section 2802 Title to Improvements .......................................................................................... 51 Section 2803 Removal of Personal Property ............................................................................. 51 Section 2804 Holdover .............................................................................................................. 51 Article XXIX NO CONFLICT OF INTEREST, WARRANTY .................................................. 52 Section 2901 No Conflict of Interest ......................................................................................... 52 Section 2902 Warranty Against Speculation ............................................................................. 52 Article XXX ADDITIONAL PROVISIONS ............................................................................... 53 89 of 422
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Section 3001 Time is of the Essence ......................................................................................... 53 Section 3002 Waiver .................................................................................................................. 53 Section 3003 Costs of Litigation................................................................................................ 53 Section 3004 Institution of Legal Actions ................................................................................. 53 Section 3005 Applicable Law .................................................................................................... 53 Section 3006 Acceptance of Service of Process ........................................................................ 53 Section 3007 Relationship of Parties ......................................................................................... 54 Section 3008 Captions for Convenience .................................................................................... 54 Section 3009 Entire Agreement ................................................................................................. 54 Section 3010 Binding Effect ...................................................................................................... 54 Section 3011 Construction ......................................................................................................... 54 Section 3012 Tenant’s Payment of Property Taxes ................................................................... 54 Section 3013 Recording of this Ground Lease .......................................................................... 54 Section 3014 Severability .......................................................................................................... 54 Section 3015 Counterparts ......................................................................................................... 55

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ATTACHMENTS

EXHIBIT A - LEGAL DESCRIPTION

EXHIBIT B - SITE MAP

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GROUND LEASE

BETWEEN THE HOUSING AUTHORITY OF THE CITY OF GLENDALE
AND 900 E BROADWAY, L.P.

(900 East Broadway)

This Ground Lease (this “Lease”) dated as of ___________________, 2021, is entered into by and between the HOUSING AUTHORITY OF THE CITY OF GLENDALE , a public body corporate and politic (the “ Landlord”) and 900 E BROADWAY, L.P. , a Califor nia limited partnership (the “Tenant”) and is made with reference to the following:

RECITALS
A. Landlord is the owner of that certain real property located within the City of Glendale, County of Los Angeles, State of California (the “ Property”), as more part icularly described in Exhibit A attached hereto and shown on the Site Map attached as Exhibit B, incorporated herein by reference.

B. To carry out its public purposes under the California Community Redevelopment Law (Health and Safety Code, §§ Sections 33000 et seq.) (the “CRL”), Measure S (the Glendale Quality of Life and Community Services Protection Measure, which enacted a .75% sales tax increase and was approved by Glendale voters in 2018) (“ Measure S”), and the United States Department of Housing and Urban Development’s Home Investment Partnerships Program (“HOME Program ”), Landlord desires to enter into this Lease with Tenant subject to and in accordance with all of the terms and conditions of the Affordable Housing Agreement (the “AHA”) dated as of _________________, 2021 by and between Landlord and Tenant.

C. The AHA requires the construction, operation, and maintenance on the Property of one hundred twenty-six (126) affordable rental housing units for low income seniors (the “Units”) plus one manager’s unit, with ancillary parking through a shared use agreement and other facilities, all as described in the Scope of Development (the “Project”). The AHA contemplates that, during the term of this Lease , four Units will be rented at Affordable Rent to Extremely Low Income Senior Citizen Households, nine Units will be rented at Affordable Rent to Very Low Income Senior Citizen H ouseholds, and thirteen Units will be rented at Affordable R ent to Low Income Senior Citizen Households. The remainder of the Units will be rented at Low Income Housing Tax Credit limits.

D. Pursuant to the AHA, and to assist in providing housing within the City of Glendale that is affordable to persons and families of low and moderate income by assisting in payment of 92 of 422
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the Acquisition and Development Costs for the Project, Landlord is making a Measure S Loan, an LMIHAF Loan, and a HOME Loan to Tenant.

E. Landlord and Tenant desire to enter into a seventy -two (72) year ground lease of the Property to allow the Tenant to construct operate and maintain the Project on the Property on the terms and conditions set forth in the AHA and herein.

NOW THEREFORE , it is mutually agreed by and between Landlord and Tenant as follows:

ARTICLE I DEFINITIONS
C apitalized terms used herein have the meanings given to them where first used in this Lease or as set forth in this Article 1. Unless otherwise defined herein, capitalized terms have the meanings given to them in the AHA.
“ Acquisition and D evelopment Costs” means all costs which are actually incurred by Tenant for the acquisition of Tenant’s leasehold interest in the Property and the financing, development, and construction of the Project, and include, without limitation, all of the items of cost set f orth in the final Project Budget and similar costs, fees and expenses as approved by Landlord’s Executive Director, but not including Operating Costs. “Affiliate” means any Person directly or indirectly controlling, controlled by or under common control with another Person. The term “control” as used in the immediately preceding sentence, means the power to direct the management or the power to control election of the board of directors. It will be a presumption that control with respect to a corporation or limited liability company is the right to exercise or control, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, control is the possession, indirectly or directly, of the power to direct or cause the direction of the management or policies of the controlled entity. For purposes of this definition, each general partner will be considered an “Affiliate” of Tenant.
“Agreement Containing Covenants ” means the Agreement C ontaining Covenants entered into between Landlord and Tenant, dated and recorded on or around the date hereof, encumbering Tenant’s Leasehold Interest.
“Anti-Terrorism Laws ” means all laws relating to terrorism or money laundering, including, without limitation, the Currency and Foreign Transactions Reporting Act of 1970, Pub.

L. No. 91-508, 84 Stat. 1305 (1970), as amended from time to time. “Assignment of Agreements” means the assignment by Tenant to Landlord (in its capacity as lender to the Project) of plans, contracts and permits for the Project, dated on or around the date hereof.
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“ Assignment of Rents and Leases ” means the assignment by Tenant to Landlord (in its capacity as lender to the Project) of rents and leases for the Project dated and recorded on or around the date hereof, encumbering Tenant’s Leasehold Interest. “ Authority Loan” means, individually and collectively, the LMIHAF Loan, the Measure S Loan, and the HOME Loan.
“ Authority Note” means, individually and collectively, the LMIHAF Note, the Measure S Note, and the HOME Note.
“ City” means the City of Glendale, California.
“ Construction Financing Event ” means the point in time when (i) all conditions precedent to the Construction Financing Event as set forth in the Method of Financing have been satisfied; (ii) this Lease is executed and delivered, and the Memorandum of Lease is recorded; and (iii) the Construction Loan Deed of Trust and other Construction Loan documents, the Authority Deed of Trust and other Authority Loan Documents are executed and recorded (as applicable). “ Conversion” means the point in time when the Permanent Loan has been funded, the additional Limited Partner Capital Contribution has been funded (less that portion, not to exceed 10%, of the Limited Partner Capital Contribution that will be funded upon receipt of Form(s) 8609), and the Construction Loan has been repaid in full. “ Environmental Indemnity” means the indemnity by Tenant for the benefit of Landlord dated on or around the date hereof.
“Force Majeure” or “Force Majeure Event” means the following events, provided that they actually delay and interfere with the timely performance of the matter to which it would apply and despite the exercise of diligence and good business practices are or would be beyond the reasonable control of the party claiming such interference: war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation including litigation challenging the validity of this transaction or any element thereof; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, or suppliers; acts of the other party; acts or failure to act of any Governmental Authority (except acts or failure to act of Landlord will not excuse performance by Landlord); the imposition of any applicable moratorium by a Governmental Authority; or any other causes which despite the exercise of diligence and good business practices are or would be beyond the reasonable control of the party claiming such delay and interference. Notwithstanding the foregoing, none of the foregoing events will constitute a Force Majeure Event unless and until the party claiming such delay and interference delivers to the other party written notice describing the event, its cause, when and how such party obtained knowledge, the date the event commenced, and the estimated delay resulting therefrom. Any party claiming a Force Majeure Delay will deliver such written notice within ten (10) business days after it obtains actual knowledge of the event giving rise to a claim of Force Majeure.
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“ Force Majeure Delay ” means a delay in taking any action required by this Lease, proximately caused by the occurrence of a Force Majeure Event. “General Partners” means 900 E. Broadway, LLC and WHC Affordable LXIII, LLC, and other entity admitted as a general partner pursuant to the Limited Partnership Agreement and permitted under the terms of this Lease and the AHA.
“ HOME Loan” means the loan from Landlord to Tenant in the original principal amount of $1,800,000.
“HOME Note” means the promissory note from Tenant to Landlord, dated on or around the date hereof, evidencing the HOME Loan.
“HOME Regulatory Agreement ” means the Agreement Containing HOME Program Requirements entered into between Landlord and Tenant, dated and recorded on or around the date hereof, encumbering Tenant’s Leasehold Interest.
“Improvements” means the improvements to be constructed on the Property in accordance with this Lease and the AHA, including but not limited to the Scope of Development. “ Investor Limited Partner” means the entity identified as such in Tenant’s Limited Partnership Agreement, and its successors and assigns.
“Leasehold Interest” means Tenant’s interest in the leasehold estate created by this Lease. “Leasehold Mortgage” means a conveyance of a security interest in Tenant’s Leasehold Interest to a lender to the Project.
“ Leasehold Mortgagee” means the authorized beneficiary of a Leasehold Mortgage. “ LMIHAF Loan” means the loan from Landlord to Tenant in the original principal amount of $1,725,000.
“LMIHAF Note” means the promissory note from Tenant to Landlord, dated on or around the date hereof, evidencing the LMIHAF Loan.
“Measure S Loan ” means the loan from Landlord to Tenant in the original principal amount of $11,525,000.
“Measure S Note” means the promissory note from Tenant to Landlord, dated on or around the date hereof, evidencing the Measure S Loan.
“ Memorandum of Lease” means the Memorandum of Lease dated and recorded on or around the date hereof, between Landlord and Tenant, encumbering Tenant’s Leasehold Interest. “Method of Financing ” means the Method of Financing attached to the Affordable Housing Agreement as Attachment No. 3.
“Operating Costs” has the same meaning as the definition of Operating Expenses set forth in the Authority Note.
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“ Permitted Leasehold Mortgage ” means a Leasehold Mortgage that satisfies all of the following conditions:
(a) The Leasehold Mortgage will secure a loan made for payment of Acquisition and Development Costs or for payment of the costs of rehabilitating or restoring the Improvements or for payment of other costs related to the Project or for the sole purpose of refinancing loans made for any of the foregoing permitted financing purposes so long as such refinanced loans are not in an amount greater than the loan(s) being refinanced.
(b) The Leasehold Mortgage will cover all of Tenant’ s interest in the Lease, the Property, and the Improvements and will cover no interest in any other real property other than the Property.
(c) The Leasehold Mortgage will be without subordination of Landlord’s fee title to the Property.
(d) No Leasehold Mortgage permitted by this Lease will cover more than one indebtedness; that is, there will be no cross-collateralization permitted. (e) A Leasehold Mortgage is to be originated only by a Qualified Lender. For the purposes hereof, the term “Qualified Lender” includes the California Public Finance Authority, Bank of America, National Association, and Citibank, N.A. and means:
(i) the mortgagee of purchase money financing of a Permitted Transfer or other Transfer approved by Landlord;
(ii) one or a combination of the following lending institutions authorized under applicable California or federal law to make mortgage loans and not under any order or judgment of any court or administrative authority restricting or impairing its operation as a lende r: a commercial or savings bank, a trust company, an insurance company, a savings and loan association, or a building and loan association;
(iii) a company engaged in the ordinary course of business as a lender with a net worth of not less than $50,000,000, which is duly licensed or registere d (if legally required) with a regulatory agency having jurisdiction over its operation, and is not under an order or judgment of any court or administrative authority restricting or impairing its operation as a lender, including, without limitation, the following: a real estate investment trust, an educational institution, a pension, retirement or welfare fund, a charity, or an endowment fund or foundation authorized to make loans in the State of California;
(iv) a partner of Tenant’s partnership, as provided in the AHA; and 96 of 422
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(v) governmental entities , government -sponsored entities, and other public bodies.

No Permitted Leasehold Mortgage will be binding upon Landlord in the enforcement of its rights and remedies herein, unless and until Landlord receives a copy of the fully executed original Permitted Leasehold Mo rtgage bearing the date and recording information, and a copy of the original note secured by the Permitted Leasehold Mortgage, each certified by either Tenant or the Permitted Leasehold Mortgagee, together with written notice of the address of the Permitted Leasehold Mortgagee to which notices may be sent. In the event of an assignment of such Permitted Leasehold Mortgage, such assignment will not be binding upon Landlord unless and until Landlord receives a copy thereof, certified by either the assignor or the assignee, bearing the date and recording information, together with written notice of the address of the assignee thereof to which notices may be sent.
“ Permitted Leasehold Mortgagee” means the authorized beneficiary of a Permitted Leasehold Mortgage. Landlord and Tenant expressly acknowledge that the California Public Finance Authority, Bank of America, National Association , its successors and assigns, Citibank, N.A., its successors and assigns, and the Housing Authority of the City of Glenda le, and its successors and assigns, are Permitted Leasehold Mortgagees for all purposes of this Lease. “Permitted Transfer” means any of the following , provided (except for subsection f. below) Tenant, a General Partner of Tenant, or an Affiliate of such G eneral Partner, retains day- to-day control over management and operations of the Property and the Improvements and further provided that such transfer is not to a Prohibited Person or would otherwise violate Anti-Terrorism Laws:
(a) An assignment of this Lease and Tenant ’s Leasehold Interest to an Affiliate or a conveyance back from the Affiliate to Tenant;
(b) A conveyance of a security interest in the Property or any portion thereof or interest therein, in connection with a Permitted Leasehold Mortgage; (c) The inclusion of equity participation in the Project by addition of limited partners or similar mechanism, and any transfers of limited partnership interests in Tenant’s partnership;
(d) The lease for occupancy of all or any part of the Improvements on the Propert y in accordance with this Lease, the Agreement Containing Covenants, and the HOME Regulatory Agreement;
(e) The granting of easements or permits to facilitate the development of the Property in accordance with the AHA;
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(f) The withdrawal, removal and/or replacement of a general partner of Tenant’s partnership pursuant to the terms of Tenant’s partnership agreement, or a conveyance of Tenant’s interest in the Property and the Improvements and/or a transfer of limited partnership interests to a General Partner (or an affiliate of Meta Development LLC) pursuant to the option provided to that partner in Tenant’s partnership agreement, will not constitute a default under this Lease or any of the Authority Loan Documents, nor will such actions accelerate the maturity of the Authority Loan, provided that any required substitute general partner is reasonably acceptable to Landlord, as evidenced by Landlord’s written consent, and is selected with reasonable promptness;
(g) A transfer of Tenant’s leasehold estate pursuant to Article XXII; and (h) Any transfer approved in writing by Landlord’s Executive Director or designee, at his or her sole discretion.

A transfer described in clauses a. or b. or c. will be subject to the reasonable approval of the Landlord’s Executive Director or designee; provided that, Landlord approves the transfer of limited partner interests in Tenant’s partnership, so long as such transfer is not a result of a resyndication of the Low Income Housing Tax Credits and does not otherwise result in increased equity participation in Tenant, and further provided that such transfer is not to a Prohibited Person or would otherwise violate Anti-Terrorism Laws.
“Person” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, domestic or foreign. “Prohibited Person” means any of the following:
(a) a Person that is listed in or is otherwise subject to the prohibitions of, any Executive Order relating to money laundering or anti-terrorism;
(b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in or is otherwise subject to the prohibitions of, any Executive Order relating to money laundering or anti-terrorism;
(c) a person or entity with whom Tenant or Investor Limited Partner is prohibited from dealing or otherwise engaging in any transaction by Anti-Terrorism Laws; (d) a Person that is named as a “specially designated national and blocked person” on the most current list published by the Office of Foreign Asset Control of the U.S.

Treasury Department.
“Project Budget ” means the most recently approved schedule of Acquisition and Development Costs in the form attached to the AHA as Attachment No. 6. “ Project Plans” means the architectural and construction plans and drawings prepared on behalf of Tenant for the Project in accordance with the AHA. 98 of 422
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“ Release of Construction Covenants ” has the meaning set forth in Section 605 of this Lease.
“Schedule of Performance” means the Schedule of Performance attached to the Affordable Housing Agreement as Attachment No. 5.
“Scope of Development ” means the Scope of Development attached to the Affordable Housing Agreement as Attachment No. 4.
“Senior Leasehold Mortgage” means a Permitted Leasehold Mortgage which secures a Senior Loan.
“Senior Loan” means a loan used to pay a portion of the Acquisition and Development Costs, secured by a Permitted Leasehold Mortgage which is approved by the Housing Authority’s Executive Director as being senior in priority to the lien of the Authority Deed of Trust. The initial holder of the first priority Senior Loan is Ban k of America, National Association and the subsequent holder is Citibank, N.A.
“Transfer” means:
(a) the sale, agreement to sell , transfer or conveyance of the Property, the Project, or any portion thereof or interest therein (including, without limitation, a beneficial interest), whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment sal e contract or similar instrument affecting all or a portion of the Property or Project, or the lease of all or substantially all of the Property or Project.
(b) “Transfer” also includes the transfer, assignment, hypothecation or conveyance of legal or beneficial ownership of an interest in Tenant, or a conversion of Tenant to an entity form other than that of Tenant at the time of execution of this Lease, except that, a cumulative change in ownership interest of a general partner of Tenant of forty-nine percent (49%) or less will not be deemed a “Transfer” for purposes of this Lease.

Notwithstanding paragraphs (a) and (b), “Transfer” will not include Permitted Transfers.

ARTICLE II LEASE OF THE PROPERTY
Section 201 Purpose of Lease
The purpose of this Lease is to provide for the construction of a 127-unit apartment community and related amenities, in accordance with the AHA, and the maintenance, management, and operation of the Improvements, in accordance with the Agreement Containing Covenants, the HOME Regulatory Agreement, and applicable law. Tenant will not occupy or use the Property, or permit the Property to be used or occupied, nor do or permit anything to be done in, on or about the Property, in whole or in part, for any other purpose , or for any purpose not permitted by the AHA, this Lease, the Agreement Containing Covenants, the HOME Regulatory Agreement, and applicable law.
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Section 202 Leased Area
Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the Property on the terms and conditions set forth in this Lease. Landlord also leases to Tenant, and Tenant leases from Landlord, Landlord’s right, title and interest in and to any easements and rights of way, present or reversionary, which are appurtenant to the Property; provided however, that the Landlord reserves to itself, its successors and assigns, together with the right to grant and transfer all or a portion of the same, the following:
(a) Any and all oil, oil rights, petroleum, minerals, mineral rights, natural gas rights, and other hydrocarbon substances by whatsoever name known, geothermal resources, and all products derived from any of the foregoing, that may be within or under the land, together with the perpetual right of drilling, mining, exploring, prospecting and operating therefor and storing in and removing the same from the Property or any other land, including the right to whipstock or directionally drill and mine from lands other than those leased hereby, oil or gas wells, tunnels and shafts into, through or across the subsurface of the Property, and to bottom such whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to redrill, retunnel, equip, maintain, repair, deepen and operate any such wells or mines; without, however, the right to enter, drill, mine, store, explore or operate on or through the surface or the upper 500 feet of the subsurface of the Property; and (b) Any and all water, water rights or interests therein, no matter how acquired by Landlord, together with the right and power to explore, drill, redrill, remove and store the same from the Property or to divert or otherwise utilize such water, water rights or interests on any other property owned or leased by Landlord, whether such water rights will be riparian, overlying, appropriative, percolating, littoral, prescriptive, adjudicated, statutory or contractual.

Notwithstanding the foregoing (a) or (b), such reservation shall be without any right to enter upon the surface of the Property in the exercise of such rights and, provided further, that the exercise of any such rights by Landlord will not result in any damage or injury to the improvements constructed on the Property by Tenant, including without limitation, any subsidence of all or any part of such improvements, or interfere with Tenant’s operation of the Project.

Section 203 Assignment of Utility Rights
Landlord, by virtue of its fee title to the Property, may hold certain rights, entitlements or credits with respect to utility capacity, connections, etc. (the “ Utility Rights”). Landlord hereby assigns said Utility Rights to Tenant as an incidence of its leasehold interest in the Property.

Section 204 Recorded Encumbrances
T his Lease and the interest of Tenant hereunder are in all respects subject to and bound by all of the covenants, conditions, restrictions, reservations, rights, rights -of-way and easements of record affecting the Property.
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ARTICLE III TERM
Section 301 Commencement and Term
The term of this Lease (“Term ”) will commence upon the date of the Construction Financing Event and will continue thereafter until the seventy second (72nd) anniversary of the date of Conversion, unless earlier terminated in accordance with its terms or extended in accordance with the option term described herein . Tenant shall have the right, but not the obligation, to extend the term of this Lease for an additional five (5) year period (the “Extension Term”) upon the termination of the Term. Tenant shall give written notice of its election to exercise the Extension Term to Landlord at least 180 days, but not more than one year, prior to the expiration date of the initial lease Term. Tenant shall have no other right to extend the term beyond the Extension Term.

Section 302 Recordable Quitclaim Deed.

At the expiration or earlier termination of this Lease, Tenant will execute, acknowledge and deliver to Landlord, within thirty (30) days after written demand by Landlord, a valid and recordable quitclaim deed covering the Property and the Improvements, free and clear of all liens and encumbrances.

ARTICLE IV CONSIDERATION FOR THE LEASE
Section 401 Obligations and Covenants; Rent
Landlord is entering into this Lease with Tenant in consideration of Tenant’s obligations and covenants contained herein. Landlord will lease the Property to Tenant for a fully capitalized rent equal to $6,050,000, which is equivalent to the fair market value of the Property (“Rent”).

Landlord hereby acknowledges that Tenant prepaid the Rent in full upon the Construction Financing Event, using proceeds of the Authority Loan.

ARTICLE V USE OF THE PROPERTY AND SITE CONDITIONS.

Section 501 Use of the Property.

Tenant will use the Property solely for the construction of the Project, in accordance with this Lease and the AHA, including the Scope of Development , and for the maintenance and operation of the Project in accordance with this Lease, the Agreement Containing Covenants, and the HOME Regulatory Agreement . Accordingly, Tenant, its successors and assign s, will use the Property exclusively to provide 127 units of rental housing, including one two-bedroom manager’s unit. Four Units will be rented at Affordable Rent to Extremely Low Income Senior Citizen Households, nine Units will be rented at Affordable Rent to Very Low Income Senior Citizen Households, and thirteen Units will be rented at Affordable Rent to Low Income Senior Citizen Households, subject to all of the terms and conditions of this Lease. The remainder of the Units will be rented at Low Income Housing Tax Credit Limits. (a) The units will be allocated as follows:
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(i) Four will be rented exclusively to Extremely Low Income Senior Citizen Households at an Affordable Rent as provided in California H ealth and Safety Code Section 50053, consisting of the following: (a) three studio units; and (b) one one-bedroom unit. (ii) Nine units will be rented exclusively to Very Low Income Senior Citizen Households at an Affordable Rent as provided in California Health and Safety Code Section 50053, consisting of the following: (a) six studio units; and (b) three one-bedroom units. (iii) Thirteen units will be rented exclusively to Low Income Senior Citizen Households at an Affordable Rent as provided in California Health and Safety Code Section 50053, consisting of the following: (a) nine studio units; and (b) four one-bedroom units. (iv) Thirty-one units will be rented exclusively to households meeting the sixty percent (60%) income limit under the Extended Use Agreement recorded against the Property in connection with the Tax Credits, consisting of the following: (a) twenty -two studio units; and (b) nine one-bedroom units.
(v) Sixty-nine units will be rented exclusively to households meeting the seventy percent (70%) income limit under the Extended Use Agreement recorded against the Property in connection with the Tax Credits, consisting of the followi ng: (a) forty -seven studio units; and (b) twenty-two one-bedroom units.
(b) For purposes of this Agreement, the maximum incomes of eligible tenants for the Restricted Units described in paragraph s (a) (i), (a)(ii), and (a)(iii) of this Section 501 will be determined on the basis of the income limits for Extremely Low Income, Very Low Income, and Low Income H ouseholds in the Los Angeles -Long Beach SMSA, published approximately annually by the California Department of Housing and Community Development (“ HCD”). If HCD discontinues publishing such income limits, the term “Extremely Low Income” shall mean a household income that does not exceed 30% of the area median income for the Los Angeles - Long Beach SMSA, published approximately annually by HCD (“ Area Median Income ”), adjusted for family size , the term “Very Low Income” will mean a household income that does not exceed 50% of the Area Median Income, adjusted for family size, and the term “Low Income” will mean a household income that does not exceed 80% of Area Median Income. For the term of the Tax Credits, in no case will household income exceed applicable Tax Credit income limits. (c) Immediately prior to a prospective household’s occupancy of a Restricted Unit , Tenant will obtain and maintain on file an income computation and certification form from such household dated immediately prior to the date of initial occupancy. Tenant will verify that the income information provided by an applicant is accurate by following all applicable Landlord policies and procedures and by taking one or more of the following steps as a part of the verification process: (i) obtain two (2) pay stubs from the most recent pay periods; (ii) obtain a written verification of income and employment from applicant’s current employer; (iii) obtain an income verification form from the Social Security Administration and/or California Department 102 of 422
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of Social Services if the applicant receives assistance from either agency; (iv) if an applicant is unemployed or did not file a tax return for the previous calendar year, obtain other verification of such applicant’s income as is reasonably satisfactory; or (v) obtain such other information as may be reasonably required. Tenant will update the foregoing records annually and provide copies of updated tenant eligibility records and monthly rental records to Landlord for review. Upon review of such records, Landlord may at its option perform an independent audit of the household eligibility records in order to verify compliance with the income and affordability requirements set forth herein. Tenant will retain the records described in this Paragraph (e) for a period of five (5) years after the date each record was created.
(d) Rents charged to a Senior Citizen Household occupying a Restricted Unit may not exceed rents that are affordable to such households (as “Affordable Rent” is defined below). The maximum rents, including a reasonable utility allowance for utilities and services (excluding telephone) to be paid by a tenant of a Restricted Unit will be the lower of the maximum rent
permitted to be charged for the unit pursuant to the Extended Use Agreement for so long as such requirements are applicable, and the maximum rent set forth below. For purposes of determining Affordable Rent under paragraphs (d)(i), (d)(ii), and (d)(iii) below, household size appropriate to the unit will mean one person in the case of a studio and two persons in the case of a one-bedroom unit.
(i) In the case of a Senior Citizen Household occupying a n Extremely Low Income Restricted Unit, the maximum rent will be a rent that does not exceed thirty percent (30%) of thirty percent (3 0%) of Area Median Income, adjusted for household size appropriate to the unit.
(ii) In the case of a Senior Citizen Household occupying a Very Low Income Restricted Unit, the maximum rent will be a rent that does not exceed thirty percent (30%) of fifty percent (50%) of Area Median Income, adjusted for household size appropriate to the unit. (iii) In the case of a Senior Citizen Household occupying a Low Income Restricted Unit, the maximum rent will be a rent that does not exceed thirty percent (30%) of sixty percent (60%) of Area Median Income, adjusted for household size appropriate to the unit. (iv) In the case of a household occupying a unit described in paragraphs (a)(iv) and (a)(v) of this Section 501, the maximum rent will be the maximum allowable rent under the Extended Use Agreement.
(e) Tenant, its successors or assigns, may not terminate a lease or refuse to renew the lease of a household described in this Section 501, except: for serious or repeated violation of the terms and conditions of the lease; for violation of applicable federal, state, or local law; in order to comply with applicable requirements of federal law relating to the Low Income Housing Tax Credit, or for other good cause. Any termination or refusal to renew must be provided by Tenant’s 103 of 422
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service upon such household of a written notice specifying the grounds for the action in the time and manner proscribed by law.
(f) The affordability requirement set forth in this Section 501 will continue in full force and effect for the full Term of this Lease, whether or not the Agreement Containing Covenants or the HOME Regulatory Agreement continue to be an encumbrance on the Property . Tenant will submit to Landlord on an annual basis the report required by Health and Safety Code s ection 33418. The annual report will include for each residential unit the rental rate and the income and family size of the occupants. The income information will be supplied by the occupants in a certified statement on a form provided by Landlord. Tenant will provide for the submission of such information in its lease or occupancy agreements for the Restricted Units.

Section 502 Compliance with Law.

Tenant will carry out the development, construction (as defined by applicable law) , and operation of the Project on the Property, including, without limitation, any and all public works (as defined by applicable law), if any, in conformity with all applicable local, state and federal laws, including, without limitation, all applicable federal and state labor laws (including, without limitation, any applicable requirement to pay state prevailing wages). Tenant hereby agrees that Tenant will have the obligation to provide any and all disclosures, representations, statements, rebidding, and/or identifications which may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law.

Tenant hereby agrees that Tenant will have the obligation to provide and maint ain any and all bonds to secure the payment of contractors (including the payment of wages to workers performing any public work) which may be required by the Civil Code, Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law. Tenant will indemnify, protect, defend and hold harmless Landlord, the City of Glendale, and their respective officers, employees, contractors and agents, with counsel reasonably acceptable to Landlord and City, from and against any and all loss, liability, damage, claim, cost, expense, and/or “increased costs” (including labor costs, penalties, reasonable attorneys ’ fees, court and litigation costs, and fees of expert witnesses) which, in connection with the development, construction (as defined by applicable law) and/or operation of the Project, including, without limitation, any and all public works (if any) (as defined by applicable law), results or arises in any way from any of the following: (1) the noncompliance b y Tenant of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, if applicable, the requirement to pay state prevailing wages); (2) the implementation of Chapter 804, Statutes of 2003; (3) the implementation of Sections 1726 and 1781 of the Labor Code, as the same may be enacted, adopted or amended from time to time, or any other similar law; (4) failure by Tenant to provide any required disclosure representation, statement, rebidding and/or identification which may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law; and/or (5) failure by Tenant to provide and maintain any and all bonds to secure the payment of contractors (including the payment of wages to workers performing any public work) which may be required 104 of 422
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by the Civil Code, Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law. Tenant hereby expressly acknowledges and agrees that neither City nor Landlord has ever previously affirmatively represented to the Tenant or its contractor(s) for the Project in writing or otherwise, that the work to be covered by the bid or contract is not a “public work,” as defined in Section 1720 of the Labor Code. It is agreed by the parties that, in connection with the development, construction (as defined by applicable law) and operation of the Project, including, without limitation, any public work (as defined by applicable law), if any, Tenant will bear all risks of payment or non -payment of state prevailing wages and/or the implementation of Chapter 804, Statutes of 2003 and/or Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and/or any other provision of law. “Increased costs” as used in this Section will have the meaning ascribed to it in Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time. The foregoing indemnity will survive termination of this Agreement and will continue after recordation of the Release of Construction Covenants.

Section 503 Site Conditions.
(a) All portions of the Property, and any improve ments thereon, which are leased to Tenant by Landlord will be leased in an “as is” condition, with no warranty, express or implied, by Landlord as to the condition of the soil, its geology, or the presence of known or unknown faults or the presence of any Hazardous Materials, as defined in Section 504 below, and it will be the sole responsibility of Tenant, at Tenant’s expense, to investigate and determine the soil conditions of the Property and the suitability of the Property for the development of the Project. If the soil conditions of the Property, or any part thereof, are not in all respects entirely suitable for the use or uses to which the Property will be put, then it is the sole responsibility and obligation of Tenant to take such action as may be necessary to place the Property and the soil conditions thereof in all respects in a condition entirely suitable for the development of the Property as described in the AHA, including without limitation, the Scope of Development which may include demolition, clearing, or moving buildings, structures, or other improvements, and removal of Hazardous Materials.
(b) Tenant hereby releases Landlord, the City and their respective officers, employees, agents and consultants from any and all claims, liabilities, losses, damages, judgments, costs or expenses arising from or connected to any and all matters or statements of fact affecting the Property concerning or related to the physical condition of the Property.

Section 504 Hazardous Materials.
(a) “Hazardous Materials” means and includes the following:
(i) a “Hazardous Substance” as defined by Section 9601 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§9601 et seq . or as “Hazardous Waste” as defined by Section 6903 of the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq.;
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(ii) an “Extremely Hazardous Waste,” a “Hazardous Waste,” or a “Restricted Hazardous Waste,” as defined by The Hazardous Waste Control Law under §§25115, 25117 or 25122.7 of the California Health and Safety Code, or is listed or identified pursuant to §25140 of the California Health and Safety Code;
(iii) a “Hazardous Material,” “Hazardous Substance,” “Hazardous Waste,” or “Toxic Air Contaminant” as defined by the California Hazardous Substance Account Act, laws pertaining to the underground storage of hazardous substance s, hazardous materials release response plans, or the California Clean Air Act under §§ 25316, 25281, 25501, 25501.1, 117690 or 39655 of the California Health and Safety Code;
(iv) “Oil” or a “Hazardous Substance” listed or identified pursuant to §311 of the Federal Water Pollution Control Act, 33 U.S.C. §1321; (v) materials, substances and wastes listed or defined as a “Hazardous Waste,” “Extremely Hazardous Waste,” or an “Acutely Hazardous Waste” pursuant to Chapter 11 of Title 22 of the California Code of Regulations Sections 66261.1 - 66261.126; (vi) materials, substances and wastes listed by the State of California under Proposition 65 Safe Drinking Water and Toxic Enforcement Act of 1986 as a chemical known by the State to cause cancer or reproductive toxicity pursuant to §25249.8 of the California Health and Safety Code;
(vii) a material which due to its characteristics or interaction with one or more other substances, chemical compounds, or mixtures, damages or threatens to damage, health, safety, or the environment, or is required by any law or public agency to be remediated, including remediation which such law or government agency requires in order for the property to be put to any lawful purpose;
(viii) any material whose presence would require rem ediation pursuant to the guidelines set forth in the State of California Leaking Underground Fuel Tank Field Manual, whether or not the presence of such material resulted from a leaking underground fuel tank; (ix) pesticides regulated under the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§136 et seq.;
(x) asbestos, PCBs, and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.;
(xi) any radioactive material including, without limitation, any “source material,” “special nuclear material,” “by -product material,” “low -level wastes,” “high - level radioactive waste,” “spent nuclear fuel” or “transuranic waste,” and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act, 42 U.S.C. 106 of 422
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§§2011 et seq ., the Nuclear Waste Policy Act, 42 U.S.C. §§10101 et seq ., or pursuant to the California Radiation Control Law, California Health and Safety Code §§114960 et seq.; (xii) materials, substances and wastes regulated under the Occupational Safety and Health Act, 29 U.S.C. §§651 et seq ., or the California Occupational Safety and Health Act, California Labor Code §§6300 et seq.; and
(v) materials, substances and wastes regulated under the Clean Air Act, 42 U.S.C. §§7401 et seq . or pursuant to the California Clean Air Act, Sections 3900 et seq . of the California Health and Safety Code.
(b) Tenant hereby represents and warrants that the development, construction, and uses of the Project and Property permitted under the AHA and this Lease do not requi re the presence of any Hazardous Materials on the Property that cannot or will not be kept, stored, used and maintained in compliance with all applicable laws and the manufacturer’s guidelines. (c) If at any time during the term of this Lease, any Hazardous M aterial is present on, in or under the Property (including, without limitation, the soil and groundwater) in violation of applicable law, Tenant will at no expense to Landlord, at the earliest practicable date, remove such Hazardous Materials from the Property (including without limitation any Hazardous Materials in the soil or groundwater) and any surrounding areas to which such Hazardous Materials ma y have migrated in accordance with and to the extent required by any and all applicable legal requirements. The parties intend to require Tenant to remove all Hazardous Materials from the Property and surrounding areas to which such Hazardous Materials ma y have migrated to the extent required by applicable law, if such Hazardous Materials are present at levels of concentration which require removal under applicable law. If, at any time during the term of this Lease, Landlord has reasonable cause to believe one or more Hazardous Materials may be present on, in or under the Property in violation of applicable law, Landlord may, by written notice, inform Tenant of the basis for Landlord’s concern and require Tenant to cause the Property to be tested for such Hazardous Material(s) at Tenant’s sole expense, in accordance with a testing plan and schedule first approved in writing by Landlord. Tenant will submit a testing plan to Landlord within thirty (30) days after the date of Landlord’s notice, and cause the testing to begin within thirty (30) days from Landlord’s approval of the testing plan. (d) Tenant will not bring or allow to be brought onto the Property or use or store on the Property any Hazardous Materials without the prior express written consent of Landlord, except for those Hazardous Materials (including without limitation fuel stored in motor vehic les) customarily used in the ordinary course of business in the use and operation of the Property and the Improvements (defined herein).
(e) The following covenants pertain to Tenant’s occupancy and use of the Project and Improvements:
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(i) No underground storage tanks for Hazardous Materials will be installed without the prior written approval of Landlord’s Executive Director. (ii) Landlord, or its officers, employees, contractors or agents will at all times have the right to go upon and inspect the Property and Improvements and the operations conducted thereon to assure compliance with the requirements herein stated. Landlord will provide reasonable prior notice to Tenant of such entry, and will seek to minimize interference with Tenant’s use of the Property and Improvements as much as is reasonably feasible. Such entry will be in compliance with all applicable safety rules and regulations. If there is reasonable cause to believe in the presence of Hazardous Materials, t his inspection may include taking samples for testing of substances and materials present and/or testing soils on the Property and Improvements.

Landlord will indemnify, defend, and hold harmless Tenant from and against any claims, liabilities, losses, and d amage caused by Landlord during any such inspections, and will be responsible for the prompt repair and/or restoration of any such damage caused by Landlord during any such inspection.
(iii) Tenant will be responsible for posting on t he Property and Improvements all notices and signage required by Section 25249.6 of the California Health and Safety Code and regulations promulgated pursuant thereto. Tenant will also complete and file all business response plans or inventories required by Chapter 6.95 of the California Health and Safety Code and regulations promulgated pursuant thereto. Tenant will concurrently file a copy of such business response plan or inventory with Landlord.
(iv) Tenant will immediately notify Landlo rd in writing of the release of any Hazardous Material on the Property or Improvements in violation of applicable law. (v) Tenant will, to the extent required by applicable law , immediately remove all Hazardous Materials located on the Pr operty and Improvements and will dispose of such Hazardous Materials in a safe and legal manner. Tenant will immediately disclose to Landlord its disposal of any Hazardous Material located on the Property and Improvements and upon Landlord’s written request will provide written documentation of its safe and legal disposal. (f) Tenant will be responsible for and bear the entire cost of removal and disposal of Hazardous Materials. Landlord may also pass through to Tenant any and all clean- up costs incurred by the Landlord as a result of Tenant’s activities on the Property and Improvements or the presence of any Hazardous Material(s) on, in or under the Property and Improvements after the commencement of this Lease. Upon termination of this Lease, Tenant is required, in accordance with all applicable laws, to remove from the Property and Improvements all equipment or improvement to the Property that is contaminated by Hazardous Materials. (g) By this Lease, Tenant provides to Landlord, effective upon the date of this Lease, an indemnification of Landlord, the City and their respective members, officers, employees, agents, contractors and consultants, relating to the environmental condition of the Property and the 108 of 422
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presence of Hazardous Materials thereon. Therefore, Tenant hereby agrees to indemnify, defend and hold harmless Landlord, the City and their respective members, officers, agents, employees, contractors and consultants, from any claims, actions, suits, legal and administrative proceedings, liability, injury, deficiency, damages, fines, penalties, punitive damages, costs and expenses (including, without limitation, the cost of any cleanup, remediation, removal, mitigation, monitoring or testing of Hazardous Materials, and reasonable attorneys’ fees) (collectively, the “Claims”) resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any Hazardous Materials to or from, the Property; or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation or Hazardous Materials on, under, in or about, to or from, the Property, provided, however, that this indemnity shall not extend to any Claims resulting solely from the gross negligence or willful misconduct of Landlord. (h) From the date of this Lease, Tenant hereby waives, releases and discharges Landlord, the City and their respective members, officers, employees, agents, contractors and consultants, from any and all present and future claims, demands, suits, legal and adminis trative proceedings, and from all liability for damages, losses, costs, liabilities, fees and expenses (including, without limitation, attorneys’ fees) arising out of or in any way connected with Landlord’s or Tenant’s use, maintenance, ownership or operation of the Property, any Hazardous Substances on the Property, or the existence of Hazardous Substances contamination in any state on the Property, however the Hazardous Substances came to be placed there, except that arising out of the intentional misconduct of Landlord, the City, or their respective employees, officers or agents. Tenant acknowledges that it is aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
________ Initialed by Tenant’s authorized signatory.
________ Initialed by Tenant’s authorized signatory.

As such relates to Section 503 abo ve, and this Section 504, Tenant hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code.

ARTICLE VI CONSTRUCTION OF IMPROVEMENTS ON THE PROPERTY Section 601 Construction of Improvements.

Tenant will construct or cause to be constructed on the Property, with financing as provided in the Method of Financing, the Improvements in accordance with this Lease and the AHA, 109 of 422
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including the Scope of Development. Prior to the commencement of any work or construction, Tenant will:
(a) Notify Landlord in writing, at least ten (10) days in advance of commencing construction or delivery of materials to the Property, of Tenant’s intention to construct the Improvements. Landlord will have the right to post and maintain on the Property any notices of non-responsibility provided for under applicable law, and to have access to the Property at all reasonable times to satisfy itself that Tenant is carrying out construction in accordance with the terms of this Lease, the AHA and Project Plans , and is complying with all applicable laws and regulations, including without limitation, those regulations pertaining to safety of the construction site.
(b) Procure and deliver to Landlord at Tenant’s expense, evidence of issuance of all required permits and approvals, including, but not restricted to, a grading permit, building permits, zoning and planning approvals, and all required approvals from any governmental agencies and bodies having jurisdiction over the Project.

Section 602 Contractors and Subcontractors.

For purposes of this Section, the terms “contractor,” “subcontractor,” “contract,” and “subcontract,” will refer to all tradespersons, contractors, subcontractors, construction managers, materialmen or suppliers furnishing services or materials in connection with the construction of the Improvements, and contracts or agreements written or oral, with them. Landlord will have the right to disapprove the general contractor and the subcontractors performing mechanical, electrical, plumbing, framing and other trades identified by the Authority and used by Tenant for construction of the Project, to which Landlord has reasonable objection, which approval will not be unreasonably delayed or withheld.
(a) Tenant’s contracts with general contractors and subcontractors must give Landlord the right to receive notices of Tenant’s default under said contracts and must give Landlord a reasonable opportunity to cure any such default and the right (but not the obligation) to assume Tenant’s obligations and rights under such contracts if Tenant commits an Event of Default under this Ground Lease. Landlord’s exercise of its rights pursuant to this Section 602 will not be in lieu of or constitute a waiver of any other right Landlord may have against Tenant, any guarantor or surety or any other person or entity.
(b) Tenant will comply, and Tenant will require all of Tenant’s contractors and subcontractors to comply, with all laws, statutes, ordinances, regulations, building codes, zoning codes and regulations and the orders, judgments, rules, regulations and requirements of all federal, state, local and municipal governments (hereinafter “Legal Requirements ”) in connection with the performance of all work on the Property.
(c) Tenant must not, and Tenant will require that all Tena nt’s contractors and subcontractors will not, discriminate against any employee or applicant for employment on the basis of disability, race, religion or creed, sex, marital status, national origin, condition of having Acquired Immune Deficiency Syndrome, or sexual orientation. 110 of 422
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Section 603 Permits.
(a) Tenant will obtain all permits, licenses and other governmental approvals and authorizations required for the construction or operation of the Improvements. (b) Before allowing occupancy or use of any portion of the Improvements, Tenant, at its own cost and expense, will obtain and deliver to Landlord partial, temporary or final Certificate(s) of Occupancy in the form customarily issued by the appropriate governmental authority.

Section 604 Performance of Construction Work.
(a) Any and all construction work will be done diligently, in conformity with all legal requirements, in a good and workmanlike manner, and in accordance with the terms of the AHA, including without limitation, the Scope of Development, the Project Plans, and under the supervision of an architect approved by Landlord. Once Tenant commences construction of the Improvements, as set forth in the Schedule of Performance , Tenant will diligently pursue completion of construction within the time set forth in the Sche dule of Performance, subject to Force Majeure Delays. Construction will be deemed to be completed, solely for purposes of this Lease, when a Release of Construction Covenants is recorded in the Official Records, as set forth in Section 605, below.
(b) Tenant agrees it will take all safety measures reasonably required (taking into consideration usual and customary practices in the construction industry) to protect persons in, on and around the Property from injury or damage caused by or resulting from or in connection with the performance of any work during all phases of construction. All work performed under this Lease will be performed in such a manner as to meet or exceed the safety standards outlined by applicable State of California safety regulations. In addition to any other obligation set forth herein, Tenant will maintain the Property free of hazards to persons and property resulting from its operations. Any hazardous condition noted by Tenant will immediately be reported to Landlord.
(c) All work will be performed in a manner so as not to unreasonably impair or interfere with the use, occupancy or enjoyment of adjacent property, or with any business conducted on adjacent property.
(d) All areas of the Property that are used for staging areas for the storage of material and equipment, construction shacks and workers’ parking areas will be located, to the extent reasonably practicable, away from public vie w in areas remote from pedestrian and vehicular traffic, and will be fenced or otherwise barricaded as appropriate. (e) At all times during the performance of work for any phase of construction of the Project, all areas other than the actual construction site and the staging area will, to the extent reasonably practicable, be kept clean and free of mud, dust, equipment or construction materials related to the work.
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Section 605 Release of Construction Covenants.
(a) After Completion of all construction and development to be performed by Tenant upon the Property pursuant to the terms of the AHA , the Project Plans, and this Lease, Landlord will furnish Tenant with a Release of Construction Covenants, in such form as to permit it to be recorded in the Official Records, upon written request therefor by Tenant. Landlord will not unreasonably withhold such Release of Construction Covenants. Such Release of Construction Covenants will const itute evidence of satisfactory C ompletion of the construction required pursuant to the terms of the AHA, the Project Plans, and this Lease, and the Release of Construction Covenants will so state.
(b) If Landlord refuses or fails to furnish a Release of Construction Covenants for the Property after written request from Tenant, Landlord will provide Tenant with a written statement of the reasons Landlord refused or failed to furnish the Release of Construction Covenants for the Property. The statement will also contain Landlord’s opinion of the action Tenant must take to obtain a Release of Construction Covenants for the Property, but it need not contain technical information or instructions. If the reason for such refusal is confined to the immediate availability of specific items of landscaping or other minor items or the failure to complete “punch list” items, Landlord will issue the Release of Construction Covenants upon the posting of a bond or other security instrument in form and content reasonably acceptable to Landlord and in an amount representing the fair value of the work not yet completed, which bond or other security instrument will secure Tenant’s obligation to complete all outstanding items of construction and development within sixty (60) days following the issuance of the Release of Construction Covenants. (c) Such Release of Construction Covenants will not constitute evidence of compliance with or satisfaction of any obligation of Tenant to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements on the Property or any part thereof.

Such Release of Construction Covenants is not a notice of completion under Section 3093 of the California Civil Code.

Section 606 Ownership of Improvements.

All Improvements on the Property, whether existing on the Property as of the date this Lease is executed or thereafter constructed by Tenant, will be owned by Tenant until expiration of the Lease Term or earlier termination of this Lease. Tenant will not remove any Improvement from the Property or waste, destroy or modify any Improvements on the Property, except as permitted by this Lease. The parties covenant for themselves and all persons claiming under them that the Improvements are real property. Upon the expiration or termination of this Lease, all improvements and fixtures will become the sole property of Landlord. Tenant will not be required to remove any Improvements or fixtures on the Property upon the expiration or earlier termination of this Lease, except as otherwise expressly provided herein.

Section 607 No Liens on Landlord’s Interest.

U nder no circumstance whatsoever will any lien, including any mechanic’s lien, stop notices, materialmen’s lien, or any lien for goods, labor, material, services or work delivered or 112 of 422
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performed on the Property, attach to or encumber Landlord’s fee or reversionary interest in the Property. If any mechanic’s lien, stop notice, materialmen’s lien, or any other lien is filed against the Property for work done or claimed to have been done or for materials or services furnished or claimed to have been furnished with respect to the Property at any time during the term of this Lease, or at any time whatsoever arising because of any action or inaction by Tenant or any subtenant, or any other person claiming or having any right related to any part of the Property, then such lien will be discharged by Tenant at its sole cost and expense in a timely manner no later than ninety (90) days thereafter , whether by payment, release, or posting of a bond or other similar assurance. Landlord may, in its sole and complete discretion, bond or discharge the same by paying the amount claimed to be due, and Tenant will reimburse Landlord for all sums paid by Landlord under this Section, together with reasonable attorneys’ fees and costs, plus interest on those sums, fees, and costs from the date of payment, at the highest rate allowed by law.

Section 608 Removal of Liens on Leasehold Interest.

If Tenant does not cause to be recorded the bond described in California Civil Code Section 3143 or otherwise protect its leasehold interest under any alternative or successor statute, and a final judgment has been entered against Tenant by a court of competent jurisdiction for the foreclosure of a mechanic’s, mater ialmen’s, contractor’s, or subcontractor’s lien claim, and if Tenant fails to stay the execution of the judgment by lawful means or to pay the judgment, Landlord will have the right, but not the duty, to pay or otherwise discharge, stay, or prevent the execution of any such judgment or lien or both. Tenant will reimburse Landlord for all sums paid by Landlord under this Section, together with reasonable attorneys’ fees and costs, plus interest on those sums, fees, and costs from the date of payment at the highest rate allowed by law.

Section 609 Notice of Completion.

On completion of construction of improvements to the Property, Tenant will file or cause to be filed a notice of completion pursuant to California Civil Code section 3093. Tenant hereby appoints Landlord as Tenant’s attorney-in-fact to file the notice of completion on Tenant’s failure to do so after the work of improvement has been substantially completed.

ARTICLE VII ALTERATIONS.

Section 701 Alterations.
(a) After the Improvements have been constructed and completed in accordance wit h the provisions of Article VI , Tenant may, at Tenant’s sole expense, make alterations to such Improvements. Tenant may do so only in compliance wit h all applicable legal requirements and all requirements of the Project Plans, and if the alterations are material, only with the prior written approval of Landlord, which will not be unreasonably withheld or delayed. (b) All alterations will be done promptly and in a good and workmanlike manner and will be in quality and class at least equal to the original work or installations in the Property.

However, if materials of the same type as those used for the original work are unavailable, or if due to changes in technologies in the building industry, the use of materials of the same type as 113 of 422
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those used for the original work would be impractical, or if materials of the same type as those used for the original work are prohibitively expensive, then Tenant will have the right to use material of a type different from those used for the original work provided that the use of such material is in compliance with all applicable Legal Requirements and such material is of a quality and class equivalent to the original materials used.
(c) Tenant may from time to time after completion of construction of the Improvements as provided herein, without Landlord’s prior approval, perform alterations to the Improvements that are interior and nonstructural alterations, additions and improvements (“ Permitted Alterations”) so long as the Permitted Alterations:
(i) are performed in compliance with all of the provisions of this Lease, and does cause a violation of any provision of this Lease;
(ii) does not change the character of the Improvements or the use for which they were intended;
(iii) does not involve any change in the exterior design, materials, colors or appearance of the buildings, or any part thereof;
(iv) is not of lesser quality than the existing Improvements; (v) does not diminish the value of Tenant’s Leasehold Interest; (vi) would not require an exc essive expense to readapt the Property to marketable use upon the termination of this Lease; and
(vii) does not threaten the structural integrity of any part of the Improvements. (d) Tenant will not, without the prior written consent of Landlord, demolish or remove all or any part of the Improvements after recordation of the Release of Construction Covenants.

ARTICLE VIII NO LIABILITY OF LANDLORD
Section 801 No Liability of Landlord.

Tenant accepts the Property in its “as is” condition as of the date of execution of this Lease.

Tenant warrants and represents that Tenant has fully and completely inspected all aspects of the Property and has fully satisfied itself as to the condition and value of the Property and the suitability of the Property or any part thereof for the construction of the Improvements. Tenant acknowledges that Landlord has not made any representation in connection with the Property or in any way relating to this Lease except as ex pressly provided herein. In addition to the indemnifications set forth in Article XVI , Landlord will have no liability to Tenant, or its successors, assigns, residents, subtenants, or guests, of any kind whatsoever for, in connection with, or as a result of , the ownership or operation of the Property or in connection with the 114 of 422
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