Agenda packet, regular meeting — Healdsburg City Council, August 18, 2025 (part 3 of 4)

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
Attention: City Manager
Exempt From Recording Fees Per
Government Code §27383 And
Building Homes And Jobs Trust
Fund Fee Per Government Code
§27388.1(A)(2)(D)
APN: 089-071-002 Space above this line for Recorder’s use.

AFFORDABLE HOUSING AGREEMENT
AND

DECLARATION OF RESTRICTIVE COVENANTS
by and between

THE CITY OF HEALDSBURG,
a California municipal corporation
and

BURBANK HOUSING DEVELOPMENT CORPORATION,
a California non-profit public benefit corporation
for

DRY CREEK COMMONS PROJECT
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AFFORDABLE HOUSING AGREEMENT

AND DECLARATION OF RESTRICTIVE COVENANTS
This Affordable Housing Agreement and Declaration of Restrictive Covenants (“Agreement”) is entered into for reference purposes as of ________________, 20__ (the “Effective Date”), by and between the CITY OF HEALDSBURG, a California municipal corporation (“City”) and BURBANK HOUSING DEVELOPMENT CORPORATION, a California non-profit public benefit corporation (“Developer”). City and Developer are individually referred to herein as a “Party” and collectively as the “Parties.”

R E C I T A L S
A. Developer is the fee owner of certain real property located at 155 Dry Creek Road, in the City of Healdsburg, California (the "Site"), as more particularly described in Exhibit A attached hereto and incorporated herein to this Agreement.

B. On September 27, 2022, the Planning Commission adopted Resolution No. 2022- 01, conditionally approving an application for design review (DR 2022-01) (“Design Review Approval”), related to the development of 58 residential units (57 Affordable Units and one (1) unrestricted Manager’s Unit), preservation and restoration of Foss Creek riparian corridor, creation of wetlands, indoor and outdoor common space and amenities for residents, and vehicular and bicycle parking on the Site (the "Project").

C. The Parties have entered into a Disposition and Development Agreement ("DDA"), effective ______________, 202__, as evidenced by a Memorandum of Agreement dated ___________, 202__, and recorded on ___________, 20___, in the Official Records of Sonoma County as Instrument No. 20___________, to provide for the sale of the Site from City to Developer and the development of the Project in accordance with the Design Review Approval and subject to certain terms and conditions.

D. Section 301 (a) of the DDA specifies that the Site shall be improved with two, fourstory residential buildings of a height not to exceed 47 feet, as measured at the roof ridge and parapet, and 56 feet, as measured at the stairwells, containing fifty eight (58) residential units (fifty seven (57) Affordable Units and one (1) unrestricted Manager’s Unit),totaling approximately 61,470 square feet and comprised of twenty-eight (28) one-bedroom units, fifteen (15) twobedroom units, and fifteen (15) three-bedroom units, 105 surface parking spaces, 60 bicycle spaces (50 in a secured indoor room), approximately 6,225 square feet of common outdoor space, approximately 2,273 square feet of indoor common space, preservation and restoration of the Foss Creek riparian corridor, creation of wetlands on the Site, and associated hardscape and landscaping improvements, which the affordable residential units shall be restricted for rental to and occupancy by lower, very low and extremely low income households, at an affordable rent, for a minimum period of 55 years.

E. Section 402 of the DDA provides that 57 of the residential units constructed on the Site shall be rented to and occupied by an “Eligible Household” at an “Affordable Rent”, as said terms are defined herein (each, an “Affordable Unit” and, collectively, the “Affordable Units”).

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F. To ensure the continued affordability of the Affordable Units for the Term, this Agreement shall be executed and recorded against the Site concurrent with the Closing as defined in the DDA.

G. The purpose of this Agreement is to restrict the occupancy of the Affordable Units to Eligible Households at an Affordable Rent for the Term as required by the DDA. The Parties intend the covenants set forth in this Agreement to run with the land and to be binding upon Developer and its permitted successors and assigns for the Term of this Agreement.

A G R E E M E N T
NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

1. Definitions. The following terms have the meanings set forth in this Section wherever used in this Agreement or the attached exhibits:
“Adjusted for Family Size Appropriate for the Unit” shall have the meaning set forth in Section 50052.5 of the California Health and Safety Code, as amended or any successor statute thereto.
“Affordable Housing Occupancy Date” shall mean the date of issuance by City of a certificate of occupancy for the Project, to be memorialized by the Parties through execution and recordation of the Certificate of Completion in the form attached hereto as Exhibit B. “Affordable Rent” means a monthly Rent no greater than that considered as affordable rent for Extremely Low Income Households, Very Low Income Households, and Lower Income Households, adjusted for family size appropriate to the unit, determined in accordance with California Health and Safety Code section 50053, as amended, or any successor statute thereto; provided, however, in no event shall the maximum affordable rent be higher than 20 percent below the median market rate rents for the neighborhood in which the Site is located. “Affordable Unit” and “Affordable Units” are defined in Recital E of this Agreement. “Agreement” means this Affordable Housing Agreement and Declaration of Restrictive Covenants.
“Annual Report” is defined in Section 11 of this Agreement. “Applicable Laws” means all laws, ordinances, statutes, codes, rules, regulations, orders and decrees, of the United States, the State of California, County, City, any other political subdivision in which the Site is located, and of any other political subdivision, City or instrumentality exercising jurisdiction over City, Developer, the Site or the Project Improvements, including all applicable state labor laws and standards (including prevailing wages, as applicable); all applicable public contracts requirements, zoning and development standards; building, plumbing, mechanical and electrical codes; all other provisions of the City Municipal Code; and all applicable disabled and handicapped access requirements, including the Americans With Disabilities Act, 42 U.S.C. section 12101, et seq., Government Code section 4450, et seq., Item 9.a
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Government Code section 11135, et seq., and the Unruh Civil Rights Act, Civil Code section 51, et seq..
“City” means the City of Healdsburg, a California municipal corporation. “City Documents” means the Design Review Approval, Conditions of Approval, DDA and this Agreement.
“City’s Authorized Representative” means the City Manager of the City of Healdsburg, or his or her designee.
“Conditions of Approval” shall mean the conditions of approval adopted by the Planning Commission pursuant to the Design Review Approval. “Construction Drawings” shall have the meaning set forth in Section 304.2 of the DDA.
“DDA” is defined in Recital C of this Agreement.
“Design Review Approval” is defined in Recital B of this Agreement. “Developer” means Burbank Housing Development Corporation, a California non-profit public benefit corporation.
“Effective Date” means the date set forth in the first paragraph of this Agreement. “Eligible Household” means an Extremely Low Income Household, Very Low Income Household, or Lower Income Household qualified in accordance with the terms of this Agreement and Sections 50106, 50105 and 50079.5, respectively, of the California Health and Safety Code, as amended or any successor statute thereto.
“Extremely Low Income Household” is defined in Section 50106 of the California Health and Safety Code section, as amended or any successor statute thereto. “ELI Rent” means an Affordable Rent for an Extremely Low Income Household. “ELI Unit” is defined in Section 4 of this Agreement.
“Gross Income” means the combined, gross, pre-tax income of all adult occupants of the applicant household, as calculated under California Code of Regulations, Title 25, Section 6914, unless a federal standard applicable to the Project (such as the Tax Credits program, as administered pursuant to the regulations of TCAC) provides for the use of a different calculation of household income, in which case the federal standard shall apply. “Indemnitees” is defined in Section 21 of this Agreement. “LI Rent” means an Affordable Rent for a Lower Income Household.

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“LI Unit” is defined in Section 4 of this Agreement.
“Lower Income Household” shall have the meaning defined in Section 50079.5 of the California Health and Safety Code, as amended or any successor statute thereto. “Management Agreement” is defined in Section 17.b of this Agreement. “Marketing Plan” is defined in Section 17.g of this Agreement. “Party” or “Parties” respectively means City and Developer individually or collectively. “Project” is defined in Recital B of this Agreement.
“Project Improvements” shall have the meaning set forth in Section 301 of the DDA. “Property Manager” is defined in Section 17.b of this Agreement. “Property Manager’s Unit” is defined in Section 17.b of this Agreement. “Rent” means the total of monthly payments required to be paid by a Tenant of an Affordable Unit for the following: use and occupancy of the Affordable Unit and associated facilities, including parking; any separately charged fees or service charges assessed by the Developer which are required of all Tenants of the Project other than security deposits; an allowance for the cost of an adequate level of service for utilities paid by the Tenant, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuel, but not telephone service or cable TV, to be established annually by the Housing Manager of the City of Healdsburg; and any other interest, taxes, fees or charges for use of the land or associated facilities and assessed by a public or private entity other than the Developer, and required to be paid by the Tenant.
“Site” is defined in Recital A and is more particularly described in the legal description attached hereto as Exhibit A.
“Site Management Plan” is defined in Section 17.g of this Agreement. “Supportive Services Plan” is defined in Section 17.g of this Agreement. “Tax Credits” means the federal low-income housing tax credit program under Section 42 of the Internal Revenue Code.
“TCAC” means the California Tax Credit Allocation Committee. “Tenant” shall mean a household legally occupying an Affordable Unit pursuant to a valid lease with Developer.
“Term”, as provided in Section 15.a. of this Agreement, means the period of time that this Agreement is in effect, which shall commence upon the Effective Date and end on the Termination Date.

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“Termination Date” is the date that is 55 years after the Affordable Housing Occupancy Date.
“Very Low Income Household” shall have the meaning defined in Section 50105 of the California Health and Safety Code, as amended or any successor statute thereto. “VLI Rent” means an Affordable Rent for a Very Low Income Household. “VLI Unit” is defined in Section 4 of this Agreement.

2. Use and Affordability Restrictions. During the Term of this Agreement, Developer hereby covenants and agrees, for itself and its successors and assigns, that the Affordable Units shall be used solely in compliance with the City Documents. Developer represents and warrants that it has not entered into any agreement that would restrict or compromise its ability to comply with the occupancy and affordability restrictions set forth in this Agreement, and Developer covenants that it shall not enter into any agreement that is inconsistent with such restrictions without the express written consent of City, which consent may be granted, denied or conditioned by City in its sole discretion. Nothing herein shall prohibit Developer from entering into regulatory agreements with TCAC or other government agencies providing financing for the Project that impose additional income and/or occupancy requirements upon the Affordable Units.

3. Unit Size Mix for Affordable Units. The Affordable Units shall include no fewer than twenty-eight (28) one-bedroom units, fifteen (15) two-bedroom units, and fifteen (15) threebedroom units on the Site and consistent in all respects with the Construction Drawings.

4. Income Mix for Affordable Units. During the Term of this Agreement, Developer hereby covenants and agrees as follows:
a. of the twenty-eight (28) one-bedroom units on the Site, ___ shall be available for rental to and occupancy by Extremely Low Income Households at an Affordable Rent (each, an “ELI Unit”), ___ shall be available for rental to and occupancy by Very Low Income Households at an Affordable Rent (each, an “VLI Unit”), and ___ shall be available for rental to and occupancy by Lower Income Households at an Affordable Rent (each, an “LI Unit”);
b. of the fifteen (15) two-bedroom units on the Site, ___ shall be an ELI Unit, ___ shall be an VLI Unit, and ___ shall be an LI Unit; and
c. of the fifteen (15) three-bedroom units on the Site, ___ shall be an ELI Unit, ___ shall be a VLI Unit, and ___ shall be an LI Unit.

5. Extremely Low Income Restrictions.
a. Affordability Requirements. As outlined in Section 4 above, there shall be ___ onebedroom ELI Units, ___ two-bedroom ELI Units and ____ three-bedroom ELI Units. During the Term of this Agreement, each ELI Unit shall be rented at an ELI Rent to (or if vacant, available for occupancy by) an Extremely Low Income Household.

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b. Household Income Increases.
i. If upon recertification of an ELI Unit Tenant’s Gross Income, Developer determines that such Tenant’s Gross Income has increased and exceeds the qualifying income for an Extremely Low Income Household but does not exceed the qualifying income for a Very Low Income Household, then upon the expiration of such Tenant’s lease and compliance with all applicable notice requirements set forth in Section 827 of the California Civil Code, as amended or any successor statute thereto, Developer may increase Tenant’s Rent to VLI Rent and Developer shall make the next vacant VLI Unit of equal size to Tenant’s ELI Unit, available as a ELI Unit to restore the unit size and affordability mix required by this Agreement.
ii. If upon recertification of a ELI Unit Tenant’s Gross Income, Developer determines that such Tenant’s Gross Income has increased and exceeds the qualifying income for an Extremely Low Income Household and a Very Low Income Household, but does not exceed the qualifying income for a Lower Income Household, then upon the expiration of such Tenant’s lease and compliance with all applicable notice requirements set forth in Section 827 of the California Civil Code, as amended or any successor statute thereto, Developer may increase Tenant’s Rent to LI Rent and Developer shall make the next vacant LI Unit of equal size to Tenant’s ELI Unit, available as a ELI Unit to restore the unit size and affordability mix required by this Agreement.
iii. If upon recertification of a ELI Unit Tenant’s Gross Income, Developer determines that such Tenant’s Gross Income has increased and exceeds the qualifying income for an Extremely Low Income Household, Very Low Income Household and a Lower Income Household, then upon the expiration of such Tenant’s lease and compliance with all applicable notice requirements set forth in Section 827 of the California Civil Code, as amended or any successor statute thereto, such Tenant shall be required to vacate the unit and Developer shall rent the unit to a Very Low Income Household to restore the affordability mix required by this Agreement. In addition, should a Tenant’s Gross Income exceed the qualifying income for a Lower Income Household, and should this section cause the Tenant’s rent to exceed the requirements of this Agreement, Developer shall still be deemed in compliance with this Agreement until such time as Tenant is required to move out pursuant to this Agreement, at which point the Affordable Unit shall be rented as a ELI Unit as needed to restore the unit size and affordability mix required by this Agreement.

6. Very Low Income Restrictions.
a. Affordability Requirements. As outlined in Section 4 above, there shall be ___ onebedroom VLI Units, ___ two-bedroom VLI Units and ____ three-bedroom VLI Item 9.a
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Units. During the Term of this Agreement, each VLI Unit shall be rented at a VLI Rent to (or if vacant, available for occupancy by) a Very Low Income Household. b. Household Income Increases.
i. If upon recertification of a VLI Unit Tenant’s Gross Income, Developer determines that such Tenant’s Gross Income has increased and exceeds the qualifying income for a Very Low Income Household but does not exceed the qualifying income for a Lower Income Household, then upon the expiration of such Tenant’s lease and compliance with all applicable notice requirements set forth in Section 827 of the California Civil Code, as amended or any successor statute thereto, Developer may increase Tenant’s Rent to LI Rent and Developer shall make the next vacant LI Unit, of equal size to Tenant’s VLI Unit, available as a VLI Unit to restore the unit size and affordability mix required by this Agreement.
ii. If upon recertification of a VLI Unit Tenant’s Gross Income, Developer determines that such Tenant’s Gross Income has increased and exceeds the qualifying income for a Very Low Income Household and Lower Income Household, then upon the expiration of such Tenant’s lease and compliance with all applicable notice requirements set forth in Section 827 of the California Civil Code, as amended or any successor statute thereto, such Tenant shall be required to vacate the unit and Developer shall rent the unit to a Very Low Income Household to restore the unit size and affordability mix required by this Agreement. In addition, should a Tenant’s Gross Income exceed the qualifying income for a Lower Income Household, and should this section cause the Tenant’s rent to exceed the requirements of this Agreement, Developer shall still be deemed in compliance with this Agreement until such time as Tenant is required to move out pursuant to this Agreement, at which point the Affordable Unit shall be rented as a VLI Unit as needed to restore the unit size and affordability mix required by this Agreement.

7. Lower Income Restrictions.
a. Affordability Requirements. As outlined in Section 4 above, there shall be ___ onebedroom LI Units, ___ two-bedroom LI Units and ____ three-bedroom LI Units.

During the Term of this Agreement, each LI Unit shall be rented at an LI Rent to (or if vacant, available for occupancy by) a Lower Income Household. b. Household Income Increases. If upon recertification of an LI Unit Tenant’s Gross Income, Developer determines that such Tenant’s Gross Income has increased and exceeds the qualifying income for a Lower Income Household, then upon the expiration of such Tenant’s lease and compliance with all applicable notice requirements set forth in Section 827 of the California Civil Code, as amended or any successor statute thereto, such Tenant shall be required to vacate the unit and Developer shall rent the LI Unit to a Lower Income Household to restore the unit Item 9.a
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size and affordability mix required by this Agreement. In addition, should a Tenant’s Gross Income exceed the qualifying income for a Lower Income Household, and should this section cause the Tenant’s rent to exceed the requirements of this Agreement, Developer shall still be deemed in compliance with this Agreement until such time as Tenant is required to move out pursuant to this Agreement, at which point the Affordable Unit shall be rented as an LI Unit as needed to restore the unit size and affordability mix required by this Agreement.

8. No Condominium Conversion. Developer shall not convert any of the Affordable Units to condominium or cooperative tenancy or sell condominium or cooperative rights to the Affordable Units or any part thereof during the Term of this Agreement.

9. Developer Certification. For each Affordable Unit, prior to the initial occupancy of such Affordable Unit, and on every anniversary of the Affordable Housing Occupancy Date thereafter for the remainder of the Term of this Agreement, Developer or Developer’s authorized agent shall obtain from that household a written certificate containing all of the following in such format and with such supporting documentation as City may reasonably require:
a. The identity of each household member; and
b. The total household Gross Income.

Developer shall retain such certificates for not less than three (3) years, and upon City’s request, shall provide copies of such certificates to City and make the originals available for City inspection.

10. Affordable Unit Occupancy. In the Affordable Units, no less than one occupant shall be allowed per bedroom, unless a reasonable accommodation is required pursuant to state or federal fair housing laws. If no Extremely Low Income Household, Very Low Income Household or Lower Income Household applies within ninety (90) days of an ELI Unit, VLI Unit or LI Unit being available that meet these occupancy standards, respectively, the City may, upon request of Developer, grant exceptions to the occupancy standards, but only to the extent such exceptions are consistent with Applicable Laws, and do not increase City’s obligations or liabilities under this Agreement, or diminish or impair City’s rights and remedies under this Agreement.

11. Annual Report; Inspections. By not later than August 31 of each year during the Term of this Agreement, commencing with the year following the year of the Affordable Housing Occupancy Date (reflecting information from the year of the Affordable Housing Occupancy Date), Developer shall submit an annual report (“Annual Report”) to City in a form reasonably satisfactory to City, together with Developer’s certification that the Affordable Units are in compliance with the requirements of this Agreement. The Annual Report shall, at a minimum, include the following information for each Affordable Unit: (i) designation as either an ELI Unit, VLI Unit or LI Unit; (ii) unit number; (iii) number of bedrooms; (iv) current rent and other charges; (v) dates of any vacancies during the previous year; (vi) number of people residing in each Affordable Unit; (vii) total gross income of all Item 9.a
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adult occupants in each Affordable Unit; (viii) documentation of source of household gross income; and (ix) a copy of the written confirmation required by Section 9, above. Upon request of City, Developer shall allow City’s Authorized Representative to inspect and copy all records documenting the source of household gross income.

Developer shall include with the Annual Report an income recertification for each household, documentation verifying Tenant eligibility, and such additional information as City may reasonably request from time to time in order to demonstrate compliance with this Agreement. The Annual Report shall conform to the format requested by City.

12. Non-Discrimination; Compliance with Fair Housing Laws. a. Preferences. In order to ensure that there is an adequate supply of affordable housing within the City of Healdsburg for residents and employees of businesses within the City, to the extent permitted by law and consistent with regulations for funding sources used for development of the Affordable Units, within the pool of Eligible Households, Developer shall grant priority to applicants as follows: (i) first, to Eligible Households with members who live or work in the city limits of Healdsburg; (ii) second, to Eligible Households with members who live or work in unincorporated Healdsburg, but within the 95448 zip code; (iii) third, to Eligible Households with members who live or work in Windsor, Geyserville, or Cloverdale or within the unincorporated Windsor, Geyserville and Cloverdale boundaries, but within the 95492, 95441, 95425 zip codes, respectively; (iv) fourth, to Eligible Households with members who previously lived in Healdsburg (within the city limits and within the unincorporated 95448 zip code) as determined by prior enrollment in Healdsburg public or private schools, a previously active utility account with the City of Healdsburg, or some other means of establishing residency; and (iv) fifth, to members of the general public who are Eligible Households. b. Fair Housing. Developer shall comply with state and federal fair housing laws in the marketing and rental of the Affordable Units. With respect to the Affordable Units, Developer shall accept as Tenants, on the same basis as all other prospective tenants, persons who are recipients of federal certificates or vouchers for rent subsidies pursuant to Section 8 of the United States Housing Act, or any successor statute or program thereto.

13. Non-Discrimination. Developer shall not restrict the rental, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Affordable Units on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person.

Developer covenants for itself and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall 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 lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Affordable Units, nor shall Developer or any person claiming under or through Developer establish or permit any such practice or practices of discrimination or segregation with Item 9.a
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reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Affordable Units.

14. Reporting Requirements; Access to Information; Inspections. a. Maintenance of Records.
i. Developer shall maintain Affordable Unit leases, income certifications and other matters related to the leasing of the Affordable Units for a period of not less than three (3) years after the final date of occupancy by the Tenant. ii. Records related to compliance with this Agreement must be kept accurate and up-to-date. City shall notify Developer of any records it deems insufficient. Developer shall have thirty (30) calendar days from such notice to correct any specified reasonable deficiency in the records, or, if more than thirty (30) days shall be reasonably necessary to correct the deficiency, Developer shall begin to correct the deficiency within thirty (30) days and diligently pursue the correction of the deficiency as soon as reasonably possible.
b. Access to Records; Inspections.
i. Developer shall provide City and its authorized agents and representatives reasonable access to any books, documents, papers and records associated with the Affordable Units for the purpose of making audits, examinations, excerpts and transcriptions in connection with monitoring compliance with this Agreement, during normal business hours of Developer and upon not less than three (3) business days’ prior written notice. ii. With forty-eight (48) hours’ notice, during normal business hours and as often as may be deemed necessary, City and its authorized agents and representatives shall be permitted access to and the right to examine the Affordable Units and to interview Tenants of Affordable Units and employees of Developer, for the purpose of verifying compliance with applicable regulations and compliance with the conditions of this Agreement.

15. Term of Agreement.
a. Term of Restrictions. The term of this Agreement shall commence upon the Effective Date and shall remain in effect until the Termination Date (“Term”). b. Effectiveness Survives Conveyance of Site. This Agreement shall remain effective and fully binding on all portions of the Site for the full Term hereof, regardless of any Item 9.a
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sale, assignment, transfer, refinancing, or conveyance of the Affordable Units or the Project or any part thereof or interest therein.
c. Reconveyance. Upon the termination of this Agreement, the Parties agree to execute and record appropriate instruments to release and discharge this Agreement; provided, however, the execution and recordation of such instruments shall not be necessary or a prerequisite to the termination of this Agreement upon the expiration of the Term.

16. Binding Upon Successors; Covenants to Run with the Land. Developer hereby subjects its interest in the Site and Affordable Units to the covenants and restrictions set forth in this Agreement. City and Developer hereby declare their express intent that the covenants and restrictions set forth herein shall be deemed covenants running with the land and shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of Developer and City, regardless of any sale, assignment, refinancing, conveyance or transfer of the Site and Affordable Units, or any part thereof or interest therein, whether a change in interest occurs voluntarily or involuntarily, by operation of law or otherwise, except as expressly released by City. Any successor-in-interest to Developer, including without limitation any purchaser, transferee or lessee of the Site and Affordable Units (other than the Tenants of the individual Affordable Units) shall be subject to all of the duties and obligations imposed hereby for the full term of this Agreement. Each and every contract, deed, lease or other instrument affecting or conveying the Site and Affordable Units or any part thereof, shall conclusively be held to have been executed, delivered and accepted subject to the covenants, restrictions, duties and obligations set forth herein, regardless of whether such covenants, restrictions, duties and obligations are set forth in such contract, deed, lease or other instrument. If any such contract, deed, lease or other instrument has been executed prior to the date hereof, Developer hereby covenants to obtain and deliver to City an instrument in recordable form signed by the parties to such contract, deed, lease or other instrument pursuant to which such parties acknowledge and accept this Agreement and agree to be bound hereby.

Developer agrees for itself and for its successors that in the event that a court of competent jurisdiction determines that the covenants herein do not run with the land, such covenants shall be enforced as equitable servitudes against the Site and Affordable Units in favor of City.

Without limiting the generality of the foregoing, Developer and City hereby declare their understanding and intent that:
a. The covenants and restrictions contained in this Agreement shall be construed as covenants running with the land pursuant to California Civil Code section 1468 and not as conditions which might result in forfeiture of title by Developer; b. The burden of the covenants and restrictions set forth in this Agreement touch and concern the Site in that the Developer’s legal interest in the Site and all improvements thereon are rendered less valuable thereby;
c. The benefit of the covenants and restrictions set forth in this Agreement touch and concern the land by enhancing and increasing the enjoyment and use of the Site by Tenants of the Affordable Units; and
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d. All covenants and restrictions contained herein without regard to technical classification or designation shall be binding upon Developer and its successors in interest for the benefit of the City, and such covenants and restrictions shall run in favor of the City for the entire period during which such covenants and restrictions shall be in force and effect, without regard to whether the City is an owner of any land or interest therein to which such covenant and restrictions relate.

17. Project Construction; Property Management; Repair and Maintenance; Marketing. a. Management Responsibilities. Developer shall be responsible for all management functions with respect to the Affordable Units, including without limitation the selection of Tenants, certification and recertification of household income and eligibility, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, security and implementation of the Marketing Plan, Supportive Services Plan and Site Management Plan approved by the City under Section 17.g of this Agreement.

City shall have no responsibility for construction, rehabilitation, management, repair, maintenance or marketing of the Affordable Units. b. Property Management. Developer shall be responsible for ensuring that a person with the requisite skill and experience managing multi-family residential developments (“Property Manager”) lives on the Site in one (1) of the Affordable Units (“Property Manager’s Unit”). The Property Manager’s Unit shall not be subject to the rent and occupancy restrictions of this Agreement. If Developer enters into a separate property management agreement (“Management Agreement”) with a property management company or other organization in order to manage the Affordable Units (including leasing, property management, maintenance and repair services, and reporting obligations) and ensure that Developer’s obligations under this Agreement with respect to the Affordable Units are satisfied, the Management Agreement shall not relieve Developer of its primary responsibility for the proper performance of management duties. Developer shall ensure that the Property Manager has the requisite skill and experience to implement the Marketing Plan, Supportive Services Plan and Site Management Plan approved by the City under Section 17.g of this Agreement.
c. Management Policies. Developer shall adopt and implement written management policies with respect to the Affordable Units that comply with the provisions of this Agreement. The Developer shall provide copies of its management policies to City upon their initial adoption and thereafter upon request. d. Repair, Maintenance and Security. Throughout the Term of this Agreement, Developer shall at its own expense, maintain the Affordable Units in good physical condition, in good repair, and in decent, safe, sanitary, habitable and tenantable living conditions in conformity with all applicable state, federal, and local laws, ordinances, codes, and regulations. Without limiting the foregoing, Developer agrees to maintain the Affordable Units (including without limitation, the residential units, common areas, landscaping, driveways, parking areas and walkways) in a condition Item 9.a
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free of all waste, nuisance, debris, unmaintained landscaping, graffiti, disrepair, abandoned vehicles/appliances, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the Affordable Units. Developer shall prevent and/or rectify any physical deterioration apart from reasonable wear and tear of the Affordable Units and the Project and shall make all repairs, renewals and replacements necessary to keep the Affordable Units and the improvements located therein in good condition and repair. Developer shall provide adequate security measures for the Project, including without limitation, the installation of adequate lighting and deadbolt locks.
e. Additional Requirements. All construction work and professional services for the Affordable Units shall be performed by persons or entities licensed or otherwise authorized to perform the applicable work or service in the State of California and shall have a current City of Healdsburg business license if required under local law.

To the extent allowed by state and federal laws, Developer shall limit the installation of satellite dish, antenna and other such equipment to screened locations on the Affordable Unit buildings as approved by City. Developer shall diligently work to resolve complaints related to noise, smoking, odors, parking, litter or other nuisance issues and concerns.
f. City’s Right to Perform Maintenance. In the event that Developer breaches any of the covenants contained in this Section 17, and such default continues for a period of ten (10) days after written notice from City (with respect to graffiti, debris, and waste material) or thirty (30) days after written notice from City (with respect to landscaping, building improvements and general maintenance), or such additional time as is reasonably required to rectify the condition, then City, in addition to any other remedy it may have under this Agreement or at law or in equity, shall have the right, but not the obligation, to enter upon the Site and perform all acts and work necessary to protect, maintain, and preserve the Affordable Units and other improvements on the Site. All reasonable third-party costs expended by City in connection with the foregoing shall be paid by Developer to City upon demand. All such sums remaining unpaid thirty (30) days following delivery of City’s invoice therefor shall bear interest at the lesser of 8% per annum or the highest rate permitted by Applicable Law. City shall have a lien against the Site for the amount of such unpaid sums and shall have the right to record a Notice of Claim of Lien against the Site.
g. Marketing Plan; Supportive Services Plan; Site Management Plan. Within the time set forth in the Schedule of Performance attached to the DDA, Developer shall submit for City review and approval, a plan for (i) marketing the Affordable Units (the “Marketing Plan”), (ii) provision of adequate supportive services and programs to residents of the Affordable Units (the “Supportive Services Plan”), and (iii) maintenance, repair (both routine and extraordinary), and rehabilitation of the Affordable Units and other improvements on the Site (the “Site Management Plan”).

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The Marketing Plan shall address in detail how Developer plans to market the Affordable Units to prospective Eligible Households in accordance with fair housing laws and this Agreement, Developer’s tenant selection criteria, and how Developer plans to certify the eligibility of Eligible Households. The Marketing Plan shall include the form of rental agreement that Developer proposes to enter into with Tenants of the Affordable Units, which form shall include, among other matters, the terms set forth in Section 17.h of this Agreement.

The Supportive Services Plan shall address in detail those services Developer plans to provide to residents of the Affordable Units either at the Site or at other off-site locations.

The Site Management Plan shall describe the management team and address in detail how Developer plans to provide for the maintenance, repair (both routine and extraordinary), and rehabilitation of the Affordable Units and other improvements on the Site, replacement of capital items in the Affordable Units, implementation of maintenance obligations required by the Conditions of Approval, inclusive of the indoor and outdoor common spaces, and associated hardscape and landscaping improvements.

Upon receipt of the Marketing Plan, Supportive Services Plan, and Site Management Plan, the City shall promptly review the applicable plan and shall approve or disapprove it within forty-five (45) days after submission. If City has not responded to the proposed Marketing Plan, Supportive Services Plan, or Site Management Plan within forty-five (45) days following City’s receipt of such plan(s), Developer may simultaneously give a subsequent request to the City Manager, the Planning Director, and the City Attorney, which request shall be labelled prominently:
"Second Request: Deemed Approval Matter." If City fails to respond to the subsequent request within fifteen (15) days following the date when given, then the Marketing Plan, Supportive Services Plan, and Site Management Plan, as applicable, shall be deemed approved. If the Marketing Plan, Supportive Services Plan, or Site Management Plan is not approved, the Developer shall submit a revised plan, as applicable, within thirty (30) days, which shall be subject to the same review procedure set forth in this Subsection (g). Developer shall abide by the terms of the Marketing Plan, Supportive Services Plan, and Site Management Plan in marketing, managing, leasing, and maintaining the Affordable Units and the Project, throughout the Term of this Agreement, and shall submit all material modifications to any of the aforementioned plans to the City for review and approval prior to implementation of any such modifications.
h. Tenant Lease Provisions. The form of lease that Developer utilizes for the rental of Affordable Units with Tenants shall, among other matters, include the following terms:
i. provide for termination of the lease and consent by the Tenant to immediate eviction for failure: (1) to provide any information required under this Agreement or reasonably requested by the Developer to establish or Item 9.a
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recertify the Tenant's qualification, or the qualification of the Tenant's household, for occupancy of the Affordable Units in accordance with the standards set forth in this Agreement, or (2) to qualify as an Eligible Household, as a result of any material misrepresentation made by such Tenant with respect to the income computation or certification; ii. be for an initial term of not less than one (1) year, unless a shorter term is mutually agreed upon by Developer and Tenant. After the initial term of the lease, the lease may be month-to-month by mutual agreement of the Developer and the Tenant; provided however, the Rent may not be raised more often than once every twelve (12) months after such initial term. The Developer will provide each Tenant with at least sixty (60) days' written notice of any increase in Rent, with a copy provided to City; iii. prohibit subleasing or assignment of the Affordable Unit, contain nondiscrimination provisions, and include the Tenant's obligation to inform the Developer of any need for maintenance or repair;
iv. include reasonable rules of conduct consistent with California law; and v. allow termination of the tenancy only for good cause, including serious or repeated violation of the terms and conditions of the rental agreement, or violations of applicable federal, state, or local law in connection with the use or occupancy of the Affordable Unit.
i. Security Deposits. Any security deposits collected by Developer or Developer's agent in connection with the rental of an Affordable Unit shall (i) not exceed the equivalent of one (1) month rent, (ii) be kept separate and apart from all other funds in a trust account with a depository insured by the Federal Deposit Insurance Corporation or other comparable federal deposit insurance program, (iii) be held and disbursed in accordance with California law, and (iv) the balance in the trust account shall at all times equal or exceed the aggregate of all outstanding obligations, plus accrued interest thereon.
j. Approval of Amendments. If City has not responded to any proposed amendment or change to the Marketing Plan, Supportive Services Plan or Site Management Plan within sixty (60) days following City’s receipt of such amendment, Developer may simultaneously give a subsequent request to the City Manager, the Planning Director, and the City Attorney, which request shall be labelled prominently:
"Second Request: Deemed Approval Matter." If City fails to respond to the subsequent request within fifteen (15) days following the date when given, then the amendment shall be deemed approved by City.
k. Fees, Taxes, and Other Levies. Developer shall be responsible for payment of all fees, assessments, taxes, charges, liens and levies applicable to the Affordable Units, including without limitation possessory interest taxes, if applicable, imposed by any public entity, and shall pay such charges prior to delinquency. However, Developer shall not be required to pay any such charge so long as (a) Developer is contesting such charge in good faith and by appropriate proceedings, (b) Developer maintains reserves adequate to pay any contested liabilities, and (c) on final determination of the proceeding or contest, Developer immediately pays or discharges any decision Item 9.a
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or judgment rendered against it, together with all costs, charges and interest.

Developer shall have all rights under Applicable Law to appeal the valuation of the Project (including but not limited to the Affordable Units, any improvements, fixtures or appurtenances, and any personal property) for tax purposes, and nothing herein shall be deemed to preclude Developer from applying for a Welfare Exemption or other taxation relief as a result of the affordability and public benefit provided by the Affordable Units.
l. Property Damage or Destruction. If any part of the Affordable Units are damaged or destroyed, Developer shall repair or restore the same, consistent with the occupancy and rent restriction requirements set forth in this Agreement. Such work shall be commenced as soon as reasonably practicable after the damage or loss occurs and shall be completed within one year thereafter or as soon as reasonably practicable, provided that insurance proceeds are available to be applied to such repairs or restoration within such period and the repair or restoration is financially feasible.

During such time that lenders providing financing for the construction of the Project impose requirements that differ from the requirements of this Section the requirements of such lenders and investors shall prevail. m. Insurance. Developer shall take out and maintain throughout the Term of this Agreement, a commercial general liability policy in an amount not less than Two Million Dollars ($2,000,000) combined single limit, including contractual liability.

Such policy shall be written on an occurrence form. During any period in which construction is being undertaken, Developer shall maintain or shall cause its contractor to maintain builder’s all-risk insurance in an amount not less than the full insurable value of the improvements under construction on a replacement cost basis; and Developer, shall cause to be furnished to City evidence reasonably satisfactory to City that any contractor with whom Developer has contracted for the performance of work on the Site carries workers’ compensation insurance as required by law. Companies writing the insurance required hereunder shall be approved to conduct business in the State of California. Developer’s insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A-:VII. Developer shall furnish appropriate certificate(s) of insurance evidencing the insurance coverage required hereunder, and City and its officers, officials, and employees (collectively, “City Parties”) shall be named as additional insured parties under the liability policies required hereunder. The certificate of insurance shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination (ten (10) days advance notice in the case of cancellation for nonpayment of premiums), if the insurance carrier provides such notices in its normal course of business. Coverage provided hereunder by Developer shall be primary insurance and shall not be contributing with any insurance, self-insurance or joint self-insurance maintained by City, and the policy shall contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of City. The required certificate and endorsements shall be furnished by Developer to City as of the Effective Date and annually thereafter Item 9.a
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throughout the Term of the Agreement. Further, throughout the Term of the Agreement, City shall have the right to require Developer to increase the amount of the general liability insurance coverage from time to time.

18. Recordation; Subordination. This Agreement shall be recorded in the Official Records of Sonoma County concurrent with the Closing as defined in the DDA. Developer hereby represents, warrants and covenants that with the exception of easements of record, this Agreement shall not be subordinated in priority to any lien (other than those pertaining to taxes or assessments), encumbrance, or other interest in the Site or Affordable Units.

19. No Impairment of Lien. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Agreement shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument; provided, however, that any successor in interest to the Site and Affordable Units shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successor’s title was acquired by foreclosure, deed in lieu of foreclosure, trustee’s sale or otherwise.

20. Default and Remedies.
a. Events of Default. An Event of Default shall arise hereunder if Developer fails to perform any obligation under this Agreement and fails to cure such default within thirty (30) days after the City has notified the Developer in writing of the default, or if the default cannot be cured within thirty (30) days, has failed to commence to cure within thirty (30) days and thereafter diligently pursued such cure and completed such cure within a reasonable time.
b. Remedies. Upon the occurrence of an Event of Default and its continuation beyond any applicable cure period, City may proceed with any of the following remedies:
i. Bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking declaratory relief;
ii. For violations of obligations with respect to rents for residential units in the Affordable Units, impose as liquidated damages a charge in an amount equal to the actual amount collected in excess of the VLI Rent, LI Rent or MI Rent as applicable; and/or
iii. Pursue any other remedy allowed under the City Documents or at law or in equity.

Each of the remedies provided herein is cumulative and not exclusive. City may exercise from time to time any rights and remedies available to it under Applicable Law or in equity, in addition to, and not in lieu of, any rights and remedies expressly provided in this Agreement. Any failure or delay by City in asserting any of its rights or remedies, including specific performance, as to any Event of Default shall Item 9.a
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not operate as a waiver of any default or of any such rights or remedies or deprive City of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.

21. Indemnity. To the fullest extent permitted by law, Developer hereby covenants and agrees that it shall indemnify, defend (with counsel approved by City) and hold City and its elected and appointed officers, officials, employees, agents, consultants, contractors and representatives (collectively, the “Indemnitees”) harmless from and against (a) any and all claims, suits, actions, losses and liability of every kind, nature and description made against it by or on behalf of any person arising from any cause whatsoever in connection with the approval of this Agreement or the Project on the Site; (b) any and all claims, suits, actions, losses and liability of every kind, nature and description made against it by or on behalf of any person arising from any cause whatsoever in connection with the implementation or enforcement of this Agreement; (c) any and all claims, suits, actions, losses and liability of every kind, nature and description made against it arising from an act or omission of Developer or any of its shareholders, partners, members, principals, officials, officers, employees, representatives, agents, contractors or subcontractors in connection with this Agreement or the Project on the Site; (d) any and all claims, suits, actions, losses and liability of every kind, nature and description made against it arising out of or related to the development, construction, marketing, leasing, sale, operation, use, occupancy, maintenance or ownership of the Project on the Site, including compliance with the laws, ordinances, rules and regulations of City pursuant to this Agreement, and any failure to perform any obligation as and when required by this Agreement; and (e) all reasonable costs, attorney fees, expenses or liabilities incurred in connection with any such claim, suit, action, loss and liability of every kind, nature and description made against it or proceeding brought thereon; provided, however, that this provision shall not require Developer to indemnify an Indemnitee from any claims, suits, actions, losses, costs, fees expenses or liabilities arising from the gross negligence or willful misconduct of said Indemnitee. In the event any action or proceeding is brought against an Indemnitee, with respect to which indemnity may be sought hereunder, Developer, upon receipt of written notice from City, shall assume the investigation and defense thereof, including the employment of counsel approved by the City and the payment of all expenses related thereto.

Each Party shall notify the other Party immediately in writing of any claim, suit, action, loss, liability or damage related to activities performed under this Agreement. The Parties shall cooperate with each other in the investigation and disposition of any claim, suit, action, loss, liability or damage arising out of the activities under this Agreement, provided that nothing shall require either Party to disclose any documents, records or communications that are protected under the attorney-client privilege or attorney work product privilege.

The provisions of this Section 21 shall survive the expiration of the Term or the earlier termination of this Agreement.

22. Expenses. Developer agrees to pay an annual monitoring fee for compliance with this Agreement as may be adopted by resolution of the City Council which is in force and effect for a similar class of affordable units; provided, however, that if the Project is financed with Tax Credits or other Federal or State assistance and subject to a regulatory agreement administered by TCAC, then the annual reporting requirements imposed by such regulatory agreement shall apply and no additional annual monitoring fee shall be imposed or collected.

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23. Miscellaneous.
a. Amendments. This Agreement may be amended or modified only by a written instrument signed by both Parties and recorded in the Official Records of Sonoma County.
b. No Waiver. Any waiver by City of any term or provision of this Agreement must be in writing. No waiver shall be implied from any delay or failure by City to take action on any breach or default hereunder or to pursue any remedy allowed under this Agreement or Applicable Law. No failure or delay by City at any time to require strict performance by Developer of any provision of this Agreement or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election. c. Notices. Except for any notice, demand or communication required under applicable law to be given in another matter, all notices, demands and communications to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Parties in accordance with this Section. All notices, demands or communications shall be sent by personal delivery, by reputable overnight delivery service (which provides a delivery receipt), or by certified or registered mail, return receipt requested, postage prepaid. Any notice, demand or communication shall be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed in the manner herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Either Party may change its address at any time by giving written notice of such change to City or Developer as the case may be, in the manner provided herein, at least ten (10) days prior to the date such change is desired to be effective.

Any notice to be delivered to City shall be addressed to:

City: City Manager
City of Healdsburg
401 Grove Street
Healdsburg, California 95448
with copy to: Samantha Zutler, Esq.

City Attorney
c/o Burke, Williams & Sorensen, LLP
1 California Street, Suite 3050
San Francisco, California 94111-5432
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Developer: Burbank Housing Development Corporation
1425 Corporate Center Parkway
Santa Rosa, CA 95407
Attention: Lawrance Florin, CEO
Telephone: (707) 526-9782
Email: [email protected]
with copy to: Pelosi Ziblatt Law Group
24 Kearney Street, Ninth Floor
San Francisco, CA 94108
Attention: Peter Ziblatt, Esq.

Telephone: (415) 273-9670
Email: [email protected]
d. Further Assurances. The Parties shall execute, acknowledge and deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Agreement. e. Parties Not Co-Venturers; Independent Contractor; No Agency Relationship.

Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of Developer and City shall not be construed as a joint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Developer (except as expressly provided in this Agreement) or to any third party with respect to the Project. Developer and its employees are not employees of City but rather are and shall always be considered independent contractors. Furthermore, Developer and its employees shall at no time pretend to be or hold themselves out as employees or agents of City. Except as City may specify in writing, Developer shall not have any authority to act as an agent of City or to bind City to any obligation.
f. Action by City. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by City’s Authorized Representative or by any person who shall have been designated by City’s Authorized Representative, without further approval by the City Council. The foregoing notwithstanding, the City’s Authorized Representative may, in his or her discretion, defer any such action to the City Council.
g. No Third Party Beneficiaries. This Agreement is not intended to be for the benefit of any person other than the Parties and their permitted successors and assigns. h. Non-Liability of City and City Officials, Employees and Agents. No member, official, employee or agent of City shall be personally liable to Developer or any Item 9.a
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successor in interest, in the event of any default or breach by City, or for any amount of money which may become due to Developer or its successor or for any obligation of City under this Agreement.
i. Headings; Construction; Statutory References. The headings of the sections and paragraphs of this Agreement are for convenience only and shall not be used to interpret this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. All references in this Agreement to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of Healdsburg shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject.
j. Time is of the Essence. Time is of the essence in the performance of this Agreement. k. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Sonoma County, California or in the United States District Court for the Northern District of California.
l. Attorneys’ Fees and Costs. If any legal or administrative action is brought to interpret or enforce the terms of this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys’ fees and costs incurred in such action. m. Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.
n. Entire Agreement; Exhibits. This Agreement, together with the DDA, contains the entire agreement of Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the Parties with respect thereto. Exhibit A and Exhibit B attached hereto are incorporated herein by this reference. o. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

SIGNATURES ON FOLLOWING PAGE(S).

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IN WITNESS WHEREOF, the Parties have executed this Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants as of the date first written above.

CITY:

CITY OF HEALDSBURG, a municipal corporation
By: _______________________________
Jeffrey Kay, City Manager
Attest:

By: _____________________________
Raina Allan, City Clerk
Approved as to form:

By: ____________________________
Samantha Zutler, City Attorney
DEVELOPER:

BURBANK HOUSING DEVELOPMENT CORPORATION,
a California non-profit public benefit corporation
By:

Name: Lawrance Florin
Its: Chief Executive Officer
SIGNATURES MUST BE NOTARIZED.

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STATE OF CALIFORNIA )
)

COUNTY OF SONOMA )
On , 20__, before me, ______________________, Notary Public, personally appeared , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _______________________________ (Seal)

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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STATE OF CALIFORNIA )
)

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _______________________________ (Seal)
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Exhibit A

SITE LEGAL DESCRIPTION

The land referred to is situated in the County of Sonoma, City of Healdsburg, State of California, and is described as follows:

Beginning on the section line between Sections 17 and 16 in Township 9 North, Range 9 West, M.D.B. & M., 29 feet and 4 inches West of the point where said section line crosses the Northwestern Pacific Railroad (formerly the S.F. & N.P.R.R.); running thence West 363 feet and 10 inches; thence South 595 feet; thence East 363 feet and 10 inches; thence North 595 feet to the place of beginning.

Excepting therefrom all that portion described in the deed to the County of Sonoma, dated August 12, 1961 and recorded November 7, 1961 in Book 1857 of Official Records, Page 354, Serial No. G-71491.

Also excepting therefrom all that portion described in the deed to Marie Lorraine Evart, dated November 3, 1967 and recorded November 8, 1967 in Book 2298 of Official Records, Page 790, Serial No. K-75021.

Also excepting therefrom all that portion described in the deed to the County of Sonoma, dated November 3, 1967 and recorded March 25, 1968 in Book 2321 of Official Records, Page 655, Serial No. K-72016.

Also excepting therefrom Lot 1 and the Dry Creek Road right of way and the Grove Street right of way dedications as shown on City of Healdsburg Parcel Map #142, filed in the Office of the County Recorder of the County of Sonoma, State of California on August 29, 1997 in Book 569 of Maps, Pages 10 and 11, Sonoma County Records.

APN: 089-071-002
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Exhibit B

CERTIFICATE OF COMPLETION

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
Attention: City Manager
APN: 089-071-002 This document is exempt from the payment of a recording fee pursuant to Government Code §27383
and Building Homes & Jobs Trust Fund Fee
pursuant to Government Code §27388.1(a)(2)(D).

CERTIFICATE OF COMPLETION
THIS CERTIFICATE OF COMPLETION (“Certificate of Completion”) is made by the CITY OF HEALDSBURG, a California municipal corporation (“City”), in favor of BURBANK HOUSING DEVELOPMENT CORPORATION, a California non-profit public benefit corporation (“Developer”), as of the date set forth below.

RECITALS
A. City and Developer have entered into that certain Affordable Housing Agreement And Declaration Of Restrictive Covenants (“Agreement”) dated _____, 20__, concerning the development of affordable multifamily rental housing on certain real property (the “Property”) situated in the City of Healdsburg, California, as more fully described in Attachment “A” attached hereto and made a part hereof. The Agreement was recorded in the Official Records of Sonoma County on ________, 2020, at Instrument No.______________.

B. As referenced in Section 1 of the Agreement, the Affordable Housing Occupancy Date shall mean the date of issuance by City of a certificate of occupancy for the Project, as memorialized in a Certificate of Completion to be executed by City and Developer and recorded in the Official Records of Sonoma County.

NOW, THEREFORE, City and Developer hereby agree as follows:

1. City has issued to Developer a certificate of occupancy for the Project as of _____________, 20__. Accordingly, as provided in the Agreement, the Affordable Housing Occupancy Date shall mean ____________, 20__ and the Termination Date shall be 55 years thereafter, meaning ____________, 2___.

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2. This Certificate of Completion shall not be deemed or construed to constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the construction and development of the Project or any portion thereof. This Certificate of Completion is not a notice of completion as referred to in Section 8182 of the California Civil Code.

IN WITNESS WHEREOF, City and Developer have executed this Certificate of Completion this ___ day of _______________, 20__.

CITY OF HEALDSBURG,
a California municipal corporation
By:

Print Name: Jeffrey Kay
Title: City Manager

APPROVED AS TO FORM:

Samantha Zutler, City Attorney
ATTEST:
_____________________________
Raina Allan, City Clerk

DEVELOPER:

BURBANK HOUSING DEVELOPMENT CORPORATION,
a California non-profit public benefit corporation
By:

Name:

Title:

SIGNATURES MUST BE NOTARIZED.

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STATE OF CALIFORNIA )
)

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _______________________________ (Seal)

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STATE OF CALIFORNIA )
)

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _______________________________ (Seal)
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ATTACHMENT A

LEGAL DESCRIPTION OF PROPERTY
The land referred to is situated in the County of Sonoma, City of Healdsburg, State of California, and is described as follows:

Excepting therefrom all that portion described in the deed to the County of Sonoma, dated August 12, 1961 and recorded November 7, 1961 in Book 1857 of Official Records, Page 354, Serial No. G-71491.

Also excepting therefrom all that portion described in the deed to Marie Lorraine Evart, dated November 3, 1967 and recorded November 8, 1967 in Book 2298 of Official Records, Page 790, Serial No.

K-75021.

APN: 089-071-00
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Attachment No. 7
Grant Deed
4878-8989-9840 4878-8989-9840 v4v4 Attachment No. 7 Attachment No. 7 Attachment No. 7
Grant Deed
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ATTACHMENT NO. 7
1 OAK #4888-1727-2898 v1

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
Attention: City Clerk
APN: 089-071-002
)
)
)
)
)
)
)
)
The document is exempt from recording fees per
Government Code § 27383 and Building Homes & Jobs
Trust Fund Fee per Government Code § 27388.1(a)(2)(D).

GRANT DEED (INCLUDING OPTION TO REPURCHASE)
For valuable consideration, the receipt of which is hereby acknowledged:

The CITY OF HEALDSBURG, a California municipal corporation (“City” or “Grantor”), hereby grants to BURBANK HOUSING DEVELOPMENT CORPORATION, a California non-profit public benefit corporation (“Grantee”), the real property legally described in Exhibit A, attached hereto and incorporated herein by this reference (“Site”).

1. Grantor and Grantee are parties to a Disposition and Development Agreement dated for identification purposes as of __________, 20___ (“DDA”). The Site is conveyed subject to all matters of record. The Grantor and Grantee have executed a Memorandum of Disposition and Development Agreement (“Memorandum of Agreement”), and an Affordable Housing Covenant (“Affordable Housing Covenant”), each dated concurrently herewith and recorded against the Site. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the DDA.

2. Option To Repurchase. Grantee hereby grants to Grantor the option to repurchase the Site or any portion thereof hereby conveyed and all improvements subsequently constructed thereon if after Conveyance of the Site and prior to issuance of the Certificate of Completion for the Project Improvements:
(a) Failure to Commence Construction. Grantee fails to Commence Construction of the Project Improvements on the Site within the time set forth in the Schedule of Performance attached to the DDA; or
(b) Failure Diligently to Prosecute Construction to Completion.

Once Grantee Commences Construction, Grantee fails diligently to prosecute construction of the Project Improvements to completion within the time set forth in the Schedule of Performance attached to the DDA; or
(c) Abandonment. Grantee abandons or substantially suspends construction of the Project Improvements for a period of three (3) months after Grantee’s receipt of written Notice of such abandonment or suspension from Grantor; or Item 9.a
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(d) Unauthorized Sale or Transfer. Grantee directly or indirectly, voluntarily or involuntarily sells, assigns, transfers, disposes of or further encumbers or agrees to sell, assign, transfer, dispose of or further encumber or suffer to exist any other lien against all or any portion of or any interest in the Site, except in accordance with the terms of the DDA. For the purpose of this provision, the terms “sell” and “transfer” shall include, in addition to the common and ordinary meaning of those terms and without limiting their generality, transfers made to subsidiary or affiliated entities, and any “change in ownership” as that term is used from time to time in California real property taxation law.

This option shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit: (i) any mortgage, deed of trust or other security instrument permitted by the DDA; or (ii) any rights or interests provided in the DDA for the protection of the holder of such mortgages, deeds of trust or other security instruments.

To exercise its option to repurchase the Site or any portion thereof, Grantor shall pay to Grantee in cash an amount equal to: (A) the Purchase Price originally paid by Grantee; plus (B) the out-of-pocket costs actually incurred by Grantee for labor and materials for the construction of the Project Improvements or that portion thereof existing at the time Grantor exercises the option to repurchase (exclusive of amounts financed, if any, to the extent such financing obligations are assumed by Grantor); less (C) any net gains or net income withdrawn or made by Grantee from the Site or such portion thereof or the Project Improvements thereon; and less (D) the amount of unpaid liens on the Site or such portion thereof which Grantor agrees to pay or assume, and any unpaid current or past-due installments of taxes or assessments against the Site or portion thereof which Grantor agrees to pay or assume (collectively, the “Option Price”).

In order to exercise this repurchase option, Grantor shall give Grantee Notice of such exercise and Grantee shall, within forty-five (45) days after Grantee’s receipt of such Notice, provide Grantor with a detailed accounting of all of Grantee’s costs incurred as provided above, supported by contracts, invoices and evidence of payment. Grantor, within thirty (30) days thereafter, shall pay to Grantee in cash (through an escrow if desired by Grantor) all sums owing pursuant to this paragraph 2, and Grantee shall thereupon execute and deliver to Grantor a grant deed transferring to Grantor all of Grantee’s interest in the Site or portion thereof and improvements thereon, as applicable. Grantor shall have the continuing right to conduct an audit of Grantee’s records pertaining to the Option Price for a period of two (2) years following Grantee’s execution and delivery to Grantor of the grant deed; accordingly, Grantee shall maintain accurate books and records supporting its costs of design, construction and installation of the Project Improvements until the earlier of (i) issuance of a Certificate of Completion for the Project Improvements or (ii) two years following termination of the DDA.

3. Grantee 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 shall 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 shall the Item 9.a
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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.

All deeds, leases or contracts made relative to the Site, the improvements thereon or any part thereof shall contain or be subject to substantially the following nondiscrimination clauses:
a. 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 shall 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 shall 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 shall run with the land.”
b. 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 shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall 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.”
c. In contracts: “There shall be no discrimination against or segregation of, any person or group of persons on account of any Item 9.a
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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 shall 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.”
The provisions of this paragraph 3 shall run with the land and shall be contained in each subsequent grant deed conveying title to the Site to any subsequent owner.

4. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted by the DDA, provided, however, that any successor of Grantee to the Site shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such successor’s title was acquired by foreclosure, deed in lieu of foreclosure, trustee’s sale or otherwise.

5. The covenant contained in paragraph 2 shall remain in effect until issuance of a Certificate of Completion for the Project Improvements pursuant to Section 310 of the DDA.

The covenants against discrimination contained in paragraph 3 of this Grant Deed shall remain in perpetuity.

6. The covenants and option to repurchase contained in this Grant Deed shall be binding on Grantee and its heirs, executors, successors and assigns and any successor in interest to the Site or any part thereof, and such covenants and repurchase option shall run in favor of the Grantor and its successors and assigns for the entire period during which such covenants and option shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants or option relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all of the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach or repurchase option. The covenants and repurchase option contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor and its successors and assigns.

7. In the event of any express conflict between this Grant Deed and the DDA, the provisions of this Grant Deed shall control.

IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized as of the date noted below.

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APPROVED AS TO FORM:
_______________________________
Samantha Zutler, City Attorney
GRANTOR:

CITY OF HEALDSBURG, a California
municipal corporation
By:

Jeffrey Kay, City Manager
[Signature must be notarized]
Date: ________________________, 20___
The provisions of this Grant Deed are hereby approved and accepted by Grantee.

GRANTEE:

BURBANK HOUSING

DEVELOPMENT CORPORATION,
a California non-profit public benefit
corporation
By: __________________________
Lawrance Florin, CEO
[Signature must be notarized]
Date: _____________________, 20___
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ATTACHMENT NO. 7
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EXHIBIT A

LEGAL DESCRIPTION OF SITE
The land referred to is situated in the County of Sonoma, City of Healdsburg, State of California, and is described as follows:

Excepting therefrom all that portion described in the deed to the County of Sonoma, dated August 12, 1961 and recorded November 7, 1961 in Book 1857 of Official Records, Page 354, Serial No. G-71491.

APN: 089-071-002
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Attachment No. 8
Certificate of Completion
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Certificate of Completion
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ATTACHMENT NO. 8
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

CERTIFICATE OF COMPLETION
THIS CERTIFICATE OF COMPLETION (“Certificate of Completion”) is made by the CITY OF HEALDSBURG, a California municipal corporation (“City”), for the benefit of BURBANK HOUSING DEVELOPMENT CORPORATION, a California non-profit public benefit corporation (“Developer”), as of the date set forth below.

RECITALS
A. City and Developer have entered into that certain Disposition and Development Agreement (“DDA”) dated ____________, 20___, a Memorandum of Agreement of which was recorded on _______________, 20___, in the Official Records of Sonoma County as Instrument No. ____________, concerning the redevelopment of certain real property (“Site”) situated in the City of Healdsburg, California, as more fully described in Exhibit A attached hereto and made a part hereof. Pursuant to the DDA, City conveyed fee title to the Site to Developer on or about ____________, 20___.

B. City and Developer are also Parties to an Affordable Housing Covenant dated ______________, 20__, recorded against the Site in the Official Records of Sonoma County as Instrument No. ________ (“Affordable Housing Covenant”).

C. As provided in Section 310 of the DDA, City is required to furnish Developer or its successors with a Certificate of Completion upon satisfactory completion of the Project Improvements. This Certificate of Completion is City’s conclusive determination of Developer’s satisfactory completion of the construction and development of the Project Improvements required by the DDA.

NOW, THEREFORE, City hereby certifies as follows:

1. The work of Project Improvements to be constructed by Developer has been fully and satisfactorily completed in conformance with the DDA.

2. All affordable housing, use, maintenance, nondiscrimination and other covenants contained in the Affordable Housing Covenant shall remain in effect and enforceable according to their terms.

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3. This Certificate of Completion shall not be deemed or construed to constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the construction and development of the Project Improvements on the Site. This Certificate of Completion is not a notice of completion as referred to in section 3093 of the California Civil Code.

IN WITNESS WHEREOF, City has executed this Certificate of Completion this _____ day of ____________________, 20___.

CITY OF HEALDSBURG, a California municipal
corporation
By:

Print Name: Jeff Kay
Its: City Manager
[notary acknowledgment required]
ATTEST:
________________________
Raina Allan, City Clerk
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ATTACHMENT NO. 8
4856-5326-1122 v3

EXHIBIT A

LEGAL DESCRIPTION OF SITE
The land referred to is situated in the County of Sonoma, City of Healdsburg, State of California, and is described as follows:

Excepting therefrom all that portion described in the deed to the County of Sonoma, dated August 12, 1961 and recorded November 7, 1961 in Book 1857 of Official Records, Page 354, Serial No. G-71491.

APN: 089-071-002
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Attachment No. 9
Storm Drain Easement Deed
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Storm Drain Easement Deed
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
Attn: Public Works

Exempt From Recording Fees, Building Homes
& Jobs Trust Fund Fee & Documentary Transfer
Tax: Gov. Code § 27383, § 27388.1(A)(2)(D),
Rev & Tax Code § 11922
APN: 089-071-002 (SPACE ABOVE FOR RECORDER’S USE ONLY)

STORM DRAIN EASEMENT DEED
This STORM DRAIN EASEMENT DEED (“Easement Deed”) is made by and between BURBANK HOUSING DEVELOPMENT CORPORATION, a California non-profit public benefit corporation (“Grantor”) and the City of Healdsburg, a California municipal corporation (“City” or “Grantee”) as of this __________ day of _________, 202__ (“Effective Date”).

Grantor and City are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS
A. Grantor is the fee owner of certain real property located at 155 Dry Creek Road, in the City of Healdsburg, County of Sonoma, State of California, legally described in Exhibit A (“Site”).

B. On ______, 2023, Grantor and City entered into a Disposition and Development Agreement (“DDA”), governing, among other matters, the development of the Site by Grantor with affordable housing. A Memorandum of Disposition and Development Agreement, dated _________, 2023, was recorded against the Site on ___________, 2023, in the official records of the Office of the County Clerk-Recorder of the County of Sonoma (“Official Records”), at Instrument No. __________.

C. Pursuant to the terms of the DDA, Grantor is required to dedicate to City a ten foot (10’) wide public storm drain easement in the location of existing storm drain pipes and outfalls across the northerly portion of Site, in perpetuity, prior to the issuance of a certificate of occupancy by City for the Site.

D. Grantor has completed the construction of the Project Improvements, as defined in the DDA, and desires to secure a certificate of occupancy for the Site from City.

E. Grantor desires to grant to City, and City desires to obtain from Grantor, a permanent, exclusive easement over, upon and across a portion of the Site, legally described in Item 9.a
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Exhibit B and depicted in Exhibit C attached hereto and incorporated herein by this reference (“Storm Drain Easement Area”), for the purpose of constructing, installing, repairing, rehabilitating, replacing, and maintaining a public storm drain on the Site.

F. The Parties further desire hereby to set forth their respective rights and obligations in connection therewith.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants contained in this Easement Deed, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Storm Drain Easement.
a. Rights Granted. Grantor hereby grants City a permanent, exclusive easement, which shall run with the land, to enter upon, in, under, over and across, exit from, traverse, and otherwise use the Storm Drain Easement Area in order to use, operate, access, construct, install, repair, rehabilitate, replace and maintain a public storm drain thereon (“Storm Drain Easement”), including, but not limited to, the temporary storage of supplies, materials and equipment and for other purposes reasonably related to or necessary to facilitate the use, operation, construction, installation, repair, rehabilitation, replacement and maintenance of the public storm drain within the Storm Drain Easement Area (“Work”). b. No Unreasonable Interference. Grantor shall not obstruct, use, grant, or permit any agent, contractor, subcontractor or consultant of Grantor (“Grantor Party”) to use any portion of the Storm Drain Easement Area in any manner that will unreasonably interfere with the Work, or use or enjoyment of the Storm Drain Easement, or any other rights granted hereunder (collectively, the “Access Rights”).

2. Work.
a. Conduct of Work; Repair and Restoration.
i. City shall undertake, construct and perform all Work on the Storm Drain Easement Area using materials selected by City at its sole cost and expense, and in accordance with applicable laws, ordinances, codes, rules and regulations of all governmental authorities having jurisdiction over such Work. All Work shall be conducted and in a manner and timetable determined in City’s sole discretion.
ii. City shall be responsible for any damage or destruction to the Site, including the Storm Drain Easement Area, caused by City, its agents or contractors as a result of its use of the Storm Drain Easement. City shall promptly repair and replace any damage to the Storm Drain Easement Area caused by City’s Work or utilization of the Storm Drain Easement. b. Permits and Licenses; Compliance with Law. In connection with its Work or use of the Storm Drain Easement, City (i) shall comply with all applicable legal requirements, including all federal, state, and local laws (including City ordinances and resolutions, and Item 9.a
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requirements of other agencies with authority), whether or not said laws are expressly stated herein, and (ii) shall, at its sole cost and expense, obtain and maintain all necessary permits and licenses.
c. Liens. City shall pay, when due, all persons furnishing labor or materials in connection with any work to be performed by or on behalf of City related to the Work and on or about the Storm Drain Easement Area, and shall keep the Site and Storm Drain Easement Area free and clear of any related mechanics’ liens. If any lien is filed, the City shall cause such lien to be released and removed within ten (10) days after the date of filing, and if City fails to do so, the Grantor may take such action as may be necessary to remove such lien, without the duty to investigate the validity of the lien (unless the City has commenced an action to contest, dispute or defend the claims of lienholders and has provided Grantor with written notice of the pendency of the action), and the City shall reimburse Grantor for reasonable actual amounts expended in connection with removing such lien together with interest thereon at the Local Agency Investment Fund interest rate, from the date of expenditure.

3. Indemnification. City shall indemnify, defend and hold Grantor and its directors, officers, agents, employees, partners, servants, successors and assigns (each an “Indemnitee” and collectively, the “Indemnitees”) harmless from and against any loss, cost, damage, expense (including reasonable attorney’s fees and costs) or claim arising from the use of the Storm Drain Easement by City, its agents, employees and contractors, including, without limitation, any damage to the Site and its improvements, except to the extent caused by the negligence or willful misconduct of an Indemnitee or Grantor Party.

4. Insurance. As long as this Easement Deed remains in effect, City shall, at its sole cost and expense, procure and maintain in effect, or cause to be procured and maintained in effect when performing Work on the Site pursuant to this Easement Deed, insurance coverage for general liability, automobile liability, and workers compensation against claims which may arise out of or result from use of the Storm Drain Easement by City, its agents, employees and contractors. The insurance policies shall be provided either by a pool of self-insurance between City and other local public agencies formed pursuant to the Joint Exercise of Powers Act, and/or written by a financially responsible insurance company authorized to write business in the State of California and have, at all times, a Best’s rating of “A- VII” (A minus VII) or better by AM Best & Company, and with coverage and policy limits as follows:
(i) The general liability insurance coverage shall have a per occurrence limit of one million and 00/100 dollars ($1,000,000.00) and an aggregate limit of two million and 00/100 dollars ($2,000,000.00), and shall be endorsed to (a) include the Indemnitees as additional covered parties providing all required coverages including coverages for both ongoing and completed operations, (b) stipulate that such coverage is primary and is not in excess of, or contributing with, any other insurance carried by, or for the benefit of the additional insureds, (c) apply separately to each insured and additional insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability, (d) waive any and all right of subrogation against the additional insureds, and (e) contain a cross liability/severability endorsement (unless the base policy contains a separation of insureds clause accomplishing the same result);
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(ii) The auto liability insurance coverage shall cover all owned, hired and non-owned vehicles brought onto the Storm Drain Easement Area with a per occurrence limit of one million and 00/100 dollars ($2,000,000.00) and an aggregate limit of two million and 00/100 dollars ($2,000,000.00), and shall be endorsed to (a) include the Indemnitees as additional covered parties, (b) stipulate that such coverage is primary and is not in excess of, or contributing with, any other insurance carried by, or for the benefit of the additional insureds, (c) apply separately to each insured and additional insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability, (d) waive any and all right of subrogation against the additional insureds, and (e) contain a cross liability/severability endorsement (unless the base policy contains a separation of insureds clause accomplishing the same result); and (iii) Worker’s Compensation insurance as required by the State of California which shall be endorsed to waive any and all right of subrogation against the Indemnitees; further, any and all subcontractors shall maintain insurance coverage limits in accordance with state statute which shall also be endorsed to waive any and all rights of subrogation against the Indemnitees.

5. No Merger; Recordation; Amendment. The rights granted hereunder shall not be terminated or extinguished by nonuse, abandonment, merger, or any other manner. This Easement Deed shall be recorded in the Official Records. This Easement Deed may be modified only by the written consent of the Parties, evidenced by a document that has been fully executed.

Notwithstanding any of the foregoing, City has the right to unilaterally terminate this Easement Deed via a document that has been approved and executed by City (regardless of any Grantor or other approval, consent, or signature).

6. Waiver. No waiver of any breach of any of the terms, covenants, agreements, restrictions or conditions of this Easement Deed shall be construed to be a waiver of any succeeding breach of the same or other terms, covenants, agreements, restrictions or conditions hereof.

7. Counterparts. The Parties hereto agree that this Easement Deed may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall together constitute one and the same agreement, binding all of the Parties hereto, notwithstanding all of the Parties are not signatory to the original or the same counterparts.

8. Legal and Equitable Relief. Each Party shall have the right (but not the obligation) to prosecute any proceedings at law or in equity against any other Party, or any other person or entity, violating or attempting to violate or defaulting in the performance of any of the provisions contained in this Easement Deed in order to prevent such Party, person or entity from violating or attempting to violate or defaulting in the performance of any of the provisions of this Easement Deed or to recover damages for any such violation or default. It is agreed that damages would be an inadequate remedy for violation of this Easement Deed by any Party and, therefore, injunctive or other appropriate equitable relief shall be available to the other Party.

The remedies available under this Section 8 shall include, by way of illustration but not limitation, ex parte applications for temporary restraining orders, preliminary injunctions and permanent injunctions enjoining any such violation or attempted violation or default, and actions for specific performance of this Agreement. The result of every action or omission whereby any covenant, condition or restriction herein contained is violated in whole or in part is hereby Item 9.a
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declared to be and to constitute a nuisance, and every remedy allowed by law or equity against any Party, either public or private, shall be applicable against every such result and may be exercised by any Party.

9. Venue; Attorneys’ Fees. In the event that any action is brought by either Party hereto as against the other Party for the enforcement or declaration of any right or remedy in or under this Easement Deed or for the breach of any covenant or condition of this Easement Deed, venue shall be in the Superior Court of the County of Sonoma, State of California, and the prevailing party shall be entitled to recover, and the other Party agrees to pay (in addition to any other relief that may be granted) all fees and costs to be fixed by the court therein including, but not limited to, reasonable attorneys’ fees.

10. Notices. Except as expressly set forth herein, any notice to be given or other document to be delivered by either Party to the other hereunder shall be in writing and shall be deemed to have been duly given and received (i) upon personal delivery, (ii) as of the third business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as set forth below, or (iii) the immediately succeeding business day after deposit with Federal Express or other equivalent overnight courier, addressed to the Party for whom intended, set forth in this Section 10. Any Party hereto may from time to time, by written notice to the other, designate a different address which shall be substituted for the one above specified.

If to City: City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
Attn: Public Works Director

If to Grantor: Burbank Housing Development Corporation
1425 Corporate Center Parkway
Santa Rosa, CA 95407
Attn: ______________

11. Relationship Between the Parties; Authority; Binding Effect. This Easement Deed does not create any partnership or agency between the Parties, each of which is, and at all times shall remain, solely responsible for all acts of its officials, employees, agents, contractors and any subcontractors, including any negligent acts or omissions. Neither Party is an agent of the other, and has no authority to act on behalf of or to bind the other Party to any obligation whatsoever. Each Party executing this Easement Deed represents and warrants to the other Party that the person executing this Easement Deed on its behalf is duly and validly authorized to do so on behalf of the entity it purports to bind. Each of the terms, covenants and conditions of this Easement Deed shall extend to and be binding on and shall inure to the benefit the Parties and each of their respective successors and assigns and all those taking by, under or through it or them.

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12. No Third Party Beneficiaries. Notwithstanding anything in this Easement Deed to the contrary, nothing herein is intended to create any third party benefit and there are no third party beneficiaries of this Easement Deed or the Access Rights.

13. Assignment. City shall have the right and authority to assign its rights under this Easement Deed to another public agency or entity.

14. Mortgagee Consent, Subordaintion and Protection. This Easement Deed, and the rights, privileges, covenants, agreements and Storm Drain Easement hereunder with respect to the Storm Drain Easement Area, shall be superior and senior to any lien placed upon the Site prior to or following the Effective Date, including the lien of any mortgage or deed of trust.

Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any mortgage or deed of trust made in good faith and for value, but the rights, privileges, covenants, agreements, Storm Drain Easement and other provisions contained in this Easement Deed shall be binding upon and effective against any person (including, but not limited to, any mortgagee or beneficiary under a deed of trust) who acquires title to the Site or any portion thereof by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise.

Developer or any subsequent owner of all or any portion of the Site may, at any time during the term of this Easement Deed, and from time to time, deliver written notice to the City requesting that the City certify in writing the Developer's compliance with this Easement Deed. Upon receiving such request, the City Manager or his or her designee shall execute and return such certificate or give a written, detailed response explaining why it will not do so within twenty (20) days following the receipt thereof. The consent and subordination of the existing mortgagee of record to this Easement Deed is attached hereto as Exhibit D.

15. Entire Agreement; Interpretation. The recitals above and exhibits attached hereto are incorporated herein by reference and comprise part of this Easement Deed. This Easement Deed constitutes the entire agreement between the Parties with respect to the subject matter hereof and no prior oral or written understanding shall be of any force or effect with respect to the matters covered herein. The titles to the sections of this Easement Deed are not a part of this Easement Deed and shall have no effect upon the construction or interpretation of any part of this Easement Deed. As used in this Easement Deed, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word “including” shall be construed as if followed by the words “without limitation.” This Easement Deed shall be interpreted as though prepared jointly by both Parties.

The laws of the State of California, without regard to conflict of laws principles, shall govern the interpretation and enforcement of this Easement Deed. Any general rule of construction to the contrary, this Easement Deed shall be construed to affect the Access Rights.

16. Severability. If any term, provision, condition or covenant of this Easement Deed or its application to any Party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Easement Deed, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.

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

CITY:

CITY OF HEALDSBURG,
a California municipal corporation
By:

Name: Jeffrey Kay
Its: City Manager
Date:
“Effective Date”
APPROVED AS TO FORM:

By:

Samantha Zutler, City Attorney
GRANTOR:

BURBANK HOUSING DEVELOPMENT
CORPORATION, a California non-profit
public benefit corporation
By: ________________________________
Name: Lawrance Florin
Its: Chief Executive Officer
Date:

Item 9.a
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4877-0528-0835 v3

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
COUNTY OF ______________ )
On ____________________, 20__ before me, _____________________________________, Notary Public, personally appeared ______________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ___________________________________ (seal)
Item 9.a
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4877-0528-0835 v3

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ___________________________________ (seal)
Item 9.a
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4877-0528-0835 v3

EXHIBIT A

LEGAL DESCRIPTION OF SITE
The land referred to is situated in the County of Sonoma, City of Healdsburg, State of California, and is described as follows:

Excepting therefrom all that portion described in the deed to the County of Sonoma, dated August 12, 1961 and recorded November 7, 1961 in Book 1857 of Official Records, Page 354, Serial No. G-71491.

APN: 089-071-002
Item 9.a
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EXHIBIT B

LEGAL DESCRIPTION OF STORM DRAIN EASEMENT AREA
4877-0528-0835 v3

4877-0528-0835 v3

EXHIBIT B

LEGAL DESCRIPTION OF STORM DRAIN EASEMENT AREA
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EXHIBIT C

DEPICTION OF STORM DRAIN EASEMENT AREA
4877-0528-0835 v3

4877-0528-0835 v3

EXHIBIT C

DEPICTION OF STORM DRAIN EASEMENT AREA
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EXHIBIT D

CONSENT AND SUBORDINATION TO

STORM DRAIN EASEMENT DEED
The undersigned, as present Beneficiary under that certain [DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING] recorded ___________, 20__, under Series No. ________________ in the Official Records of Sonoma County, executed by ____________________, a ________________, as Trustor, to ____________________, as Trustee (the "Deed of Trust"), does hereby consent to the execution and recordation of the Storm Drain Easement Deed, dated as of _______, 20__ (the "Agreement"), to which this consent is attached, and does hereby subordinate the lien of the Deed of Trust to the Agreement, subject to the mortgagee protections set forth in Section 14 of the Agreement, to the same extent and with the same force and effect as if the Agreement had been executed and recorded prior to the execution and recordation of the Deed of Trust.

IN WITNESS WHEREOF, the undersigned has executed this consent this ______ day of _____, 20__.

BENEFICIARY:
__________________, a _________________________
By: _______________________________
Name: _______________________________
Its: _______________________________
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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ___________________________________ (seal)
Item 9.a
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4877-0528-0835 v3

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property situated in the City of Healdsburg, County of Sonoma, State of California, conveyed by PUBLIC STORM DRAIN EASEMENT DEED, dated ___________, 202__ (“Easement Deed”), from BURBANK HOUSING DEVELOPMENT CORPORATION, a California non-profit public benefit corporation (“Grantor”) to CITY OF HEALDSBURG, a California municipal corporation (“Grantee”), is hereby accepted by the undersigned officer or agent on behalf of the Grantee, pursuant to authority conferred by Resolution No. _____________, adopted by the City Council of the City of Healdsburg on ____________________, 2023, and the Grantee consents to recordation of the Easement Deed by its duly authorized officer.

CITY OF HEALDSBURG,
a California municipal corporation
By:

Name: Jeffrey Kay
Its: City Manager
Date: ______________________, 2022
Item 9.a
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4877-0528-0835 v3

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ___________________________________ (seal)
Item 9.a
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Attachment No. 10
Emergency Vehicle Access Easement Deed
4878-8989-9840 4878-8989-9840 v4v4 Attachment Attachment No. 10 No. 10 Attachment No. 10
Emergency Vehicle Access Easement Deed
Item 9.a
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ATTACHMENT NO. 10
1 4864-3396-4867 v2

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
Attn: Public Works

EMERGENCY VEHICLE ACCESS EASEMENT DEED
This EMERGENCY VEHICLE ACCESS EASEMENT DEED (“Easement Deed”) is made by and between BURBANK HOUSING DEVELOPMENT CORPORATION, a California non-profit public benefit corporation (“Grantor”) and the City of Healdsburg, a California municipal corporation (“City” or “Grantee”) as of this __________ day of _________, 202__ (“Effective Date”). Grantor and City are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

C. Pursuant to the terms of the DDA, Grantor is required to dedicate to City a twenty foot (20’) wide emergency vehicle access easement in the location of the parking lot drive aisle, including the turnaround, from the north end of the parking lot to Dry Creek Road, in perpetuity, prior to the issuance of a certificate of occupancy for the Site from City.

D. Grantor has completed the construction of the Project Improvements, as defined in the DDA, and desires to secure a certificate of occupancy for the Site from City.

E. Grantor desires to grant to City, and City desires to obtain from Grantor, a permanent, exclusive easement over, upon and across a portion of the Site, legally described in Item 9.a
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4864-3396-4867 v2 2
Exhibit B and depicted in Exhibit C attached hereto and incorporated herein by this reference (“Emergency Vehicle Access Easement Area”), for the purpose of ingress and egress of emergency vehicles on, over and across a portion of the Site.

F. The Parties further desire hereby to set forth their respective rights and obligations in connection therewith.

1. Access Easement.
a. Rights Granted. Grantor hereby grants City a permanent, exclusive easement, which shall run with the land, to enter upon, in, over and across, exit from, traverse, and otherwise use the Emergency Vehicle Access Easement Area in order for public emergency vehicles to access the Site (“Access Easement”), including, but not limited to, the temporary storage of supplies, materials and equipment and for other purposes reasonably related to or necessary to facilitate the use and operation of emergency vehicles within the Emergency Vehicle Access Easement Area during an emergency event at the Site (“Emergency Event”). b. No Unreasonable Interference. Grantor shall not obstruct, use, grant, or permit any agent, contractor, subcontractor or consultant of Grantor (“Grantor Party”) to use any portion of the Emergency Vehicle Access Easement Area in any manner that will unreasonably interfere with a response to an Emergency Event, or use or enjoyment of the Access Easement, or any other rights granted hereunder (collectively, the “Access Rights”).

2. No Merger; Recordation; Amendment. The rights granted hereunder shall not be terminated or extinguished by nonuse, abandonment, merger, or any other manner. This Easement Deed shall be recorded in the Official Records. This Easement Deed may be modified only by the written consent of the Parties, evidenced by a document that has been fully executed.

3. Waiver. No waiver of any breach of any of the terms, covenants, agreements, restrictions or conditions of this Easement Deed shall be construed to be a waiver of any succeeding breach of the same or other terms, covenants, agreements, restrictions or conditions hereof.

4. Counterparts. The Parties hereto agree that this Easement Deed may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall together constitute one and the same agreement, binding all of the Parties hereto, notwithstanding all of the Parties are not signatory to the original or the same counterparts.

Item 9.a
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4864-3396-4867 v2 3

5. Legal and Equitable Relief. Each Party shall have the right (but not the obligation) to prosecute any proceedings at law or in equity against any other Party, or any other person or entity, violating or attempting to violate or defaulting in the performance of any of the provisions contained in this Easement Deed in order to prevent such Party, person or entity from violating or attempting to violate or defaulting in the performance of any of the provisions of this Easement Deed or to recover damages for any such violation or default. It is agreed that damages would be an inadequate remedy for violation of this Easement Deed by any Party and, therefore, injunctive or other appropriate equitable relief shall be available to the other Party.

The remedies available under this Section 8 shall include, by way of illustration but not limitation, ex parte applications for temporary restraining orders, preliminary injunctions and permanent injunctions enjoining any such violation or attempted violation or default, and actions for specific performance of this Agreement. The result of every action or omission whereby any covenant, condition or restriction herein contained is violated in whole or in part is hereby declared to be and to constitute a nuisance, and every remedy allowed by law or equity against any Party, either public or private, shall be applicable against every such result and may be exercised by any Party.

6. Venue; Attorneys’ Fees. In the event that any action is brought by either Party hereto as against the other Party for the enforcement or declaration of any right or remedy in or under this Easement Deed or for the breach of any covenant or condition of this Easement Deed, venue shall be in the Superior Court of the County of Sonoma, State of California, and the prevailing party shall be entitled to recover, and the other Party agrees to pay (in addition to any other relief that may be granted) all fees and costs to be fixed by the court therein including, but not limited to, reasonable attorneys’ fees.

7. Notices. Except as expressly set forth herein, any notice to be given or other document to be delivered by either Party to the other hereunder shall be in writing and shall be deemed to have been duly given and received (i) upon personal delivery, (ii) as of the third business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as set forth below, or (iii) the immediately succeeding business day after deposit with Federal Express or other equivalent overnight courier, addressed to the Party for whom intended, set forth in this Section 10. Any Party hereto may from time to time, by written notice to the other, designate a different address which shall be substituted for the one above specified.

If to City: City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
Attn: Public Works Director

If to Grantor: Burbank Housing Development Corporation
1425 Corporate Center Parkway
Santa Rosa, CA 95407
Attn: ______________

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4864-3396-4867 v2 4

8. Relationship Between the Parties; Authority; Binding Effect. This Easement Deed does not create any partnership or agency between the Parties, each of which is, and at all times shall remain, solely responsible for all acts of its officials, employees, agents, contractors and any subcontractors, including any negligent acts or omissions. Neither Party is an agent of the other, and has no authority to act on behalf of or to bind the other Party to any obligation whatsoever. Each Party executing this Easement Deed represents and warrants to the other Party that the person executing this Easement Deed on its behalf is duly and validly authorized to do so on behalf of the entity it purports to bind. Each of the terms, covenants and conditions of this Easement Deed shall extend to and be binding on and shall inure to the benefit the Parties and each of their respective successors and assigns and all those taking by, under or through it or them.

9. No Third Party Beneficiaries. Notwithstanding anything in this Easement Deed to the contrary, nothing herein is intended to create any third party benefit and there are no third party beneficiaries of this Easement Deed or the Access Rights.

10. Assignment. City shall have the right and authority to assign its rights under this Easement Deed to another public agency or entity.

11. Mortgagee Consent, Subordaintion and Protection. This Easement Deed, and the rights, privileges, covenants, agreements and Access Easement hereunder with respect to the Emergency Vehicle Access Easement Area, shall be superior and senior to any lien placed upon the Site prior to or following the Effective Date, including the lien of any mortgage or deed of trust. Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any mortgage or deed of trust made in good faith and for value, but the rights, privileges, covenants, agreements, Access Easement and other provisions contained in this Easement Deed shall be binding upon and effective against any person (including, but not limited to, any mortgagee or beneficiary under a deed of trust) who acquires title to the Site or any portion thereof by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise.

12. Entire Agreement; Interpretation. The recitals above and exhibits attached hereto are incorporated herein by reference and comprise part of this Easement Deed. This Easement Deed constitutes the entire agreement between the Parties with respect to the subject matter hereof and no prior oral or written understanding shall be of any force or effect with respect to the matters covered herein. The titles to the sections of this Easement Deed are not a part of this Easement Deed and shall have no effect upon the construction or interpretation of any part of this Easement Deed. As used in this Easement Deed, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word “including” shall be construed as if followed by the words “without limitation.” This Easement Deed shall be interpreted as though prepared jointly by both Parties.

Item 9.a
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The laws of the State of California, without regard to conflict of laws principles, shall govern the interpretation and enforcement of this Easement Deed. Any general rule of construction to the contrary, this Easement Deed shall be construed to affect the Access Rights.

13. Severability. If any term, provision, condition or covenant of this Easement Deed or its application to any Party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Easement Deed, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.
[Signatures Appear On Next Page]
Item 9.a
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4864-3396-4867 v2 6
IN WITNESS WHEREOF, the Parties have executed this Easement Deed as of the Effective Date.

CITY:

CITY OF HEALDSBURG,
a California municipal corporation
By:

Name: Jeffrey Kay
Its: City Manager
Date:
“Effective Date”
APPROVED AS TO FORM:

By:

Samantha Zutler, City Attorney
GRANTOR:

BURBANK HOUSING DEVELOPMENT
CORPORATION, a California non-profit
public benefit corporation
By: ________________________________
Name: Lawrance Florin
Its: Chief Executive Officer
Date:

Item 9.a
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4864-3396-4867 v2

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ___________________________________ (seal)
Item 9.a
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4864-3396-4867 v2

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ___________________________________ (seal)
Item 9.a
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4864-3396-4867 v2

EXHIBIT A

LEGAL DESCRIPTION OF SITE
The land referred to is situated in the County of Sonoma, City of Healdsburg, State of California, and is described as follows:

Excepting therefrom all that portion described in the deed to the County of Sonoma, dated August 12, 1961 and recorded November 7, 1961 in Book 1857 of Official Records, Page 354, Serial No. G-71491.

APN: 089-071-002
Item 9.a
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EXHIBIT B

LEGAL DESCRIPTION OF EMERGENCY VEHICLE ACCESS EASEMENT AREA 4864-3396-4867 v2

4864-3396-4867 v2

EXHIBIT B

LEGAL DESCRIPTION OF EMERGENCY VEHICLE ACCESS EASEMENT AREA Item 9.a
377 of 503

EXHIBIT C

DEPICTION OF EMERGENCY VEHICLE ACCESS EASEMENT AREA
4864-3396-4867 v2

4864-3396-4867 v2

EXHIBIT C

DEPICTION OF EMERGENCY VEHICLE ACCESS EASEMENT AREA
Item 9.a
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4864-3396-4867 v2

EXHIBIT D

CONSENT AND SUBORDINATION TO

EMERGENCY VEHICLE ACCESS EASEMENT DEED
The undersigned, as present Beneficiary under that certain [DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING] recorded ___________, 20__, under Series No. ________________ in the Official Records of Sonoma County, executed by ____________________, a ________________, as Trustor, to ____________________, as Trustee (the "Deed of Trust"), does hereby consent to the execution and recordation of the Emergency Vehicle Access Easement Deed, dated as of _______, 20__ (the "Agreement"), to which this consent is attached, and does hereby subordinate the lien of the Deed of Trust to the Agreement, subject to the mortgagee protections set forth in Section 11 of the Agreement, to the same extent and with the same force and effect as if the Agreement had been executed and recorded prior to the execution and recordation of the Deed of Trust.

IN WITNESS WHEREOF, the undersigned has executed this consent this ______ day of _____, 20__.

BENEFICIARY:
__________________, a _________________________
By: _______________________________
Name: _______________________________
Its: _______________________________
Item 9.a
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4864-3396-4867 v2

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ___________________________________ (seal)
Item 9.a
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4864-3396-4867 v2

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property situated in the City of Healdsburg, County of Sonoma, State of California, conveyed by EMERGENCY VEHICLE ACCESS EASEMENT DEED, dated ___________, 202__ (“Easement Deed”), from BURBANK HOUSING DEVELOPMENT CORPORATION, a California non-profit public benefit corporation (“Grantor”) to CITY OF HEALDSBURG, a California municipal corporation (“Grantee”), is hereby accepted by the undersigned officer or agent on behalf of the Grantee, pursuant to authority conferred by Resolution No. _____________, adopted by the City Council of the City of Healdsburg on ____________________, 2023, and the Grantee consents to recordation of the Easement Deed by its duly authorized officer.

CITY OF HEALDSBURG,
a California municipal corporation
By:

Name: Jeffrey Kay
Its: City Manager
Date: ______________________, 2022
Item 9.a
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4864-3396-4867 v2

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ___________________________________ (seal)
Item 9.a
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Attachment No. 11
Intentionally Omitted
4878-8989-9840 4878-8989-9840 v4v4 Attachment Attachment No. 11 No. 11 Attachment No. 11
Intentionally Omitted
Item 9.a
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Attachment No. 12
Intentionally Omitted
4878-8989-9840 4878-8989-9840 v4v4 Attachment Attachment No. 12 No. 12 Attachment No. 12
Intentionally Omitted
Item 9.a
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Attachment No. 13
Title Report
4878-8989-9840 4878-8989-9840 v4v4 Attachment Attachment No. 13 No. 13 Attachment No. 13
Title Report
Item 9.a
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Page 1 of 1 ends

ORDER NO. : 1117026213

EXHIBIT A
The land referred to is situated in the County of Sonoma, City of Healdsburg, State of California, and is described as follows:

Excepting therefrom all that portion described in the deed to the County of Sonoma, dated August 12, 1961 and recorded November 7, 1961 in Book 1857 of Official Records, Page 354, Serial No. G-71491.

APN: 089-071-002
Item 9.a
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OLD REPUBLIC TITLE COMPANY
For Exceptions Shown or Referred to, See Attached

Page 1 of 7 ends

ORT 3158-A (Rev. 08/07/08)
555 12th Street, Suite 2000
Oakland, CA 94607
(510) 272-1121 Fax: (510) 208-5045

PRELIMINARY REPORT

UPDATED
Our Order Number 1117026213-JM
When Replying Please Contact:

Julie Massey
[email protected]
(510) 272-1121

BURBANK HOUSING
1425 Corporate Center Parkway
Santa Rosa, CA 95407
Attention: KAREN MASSEY
Property Address:
155 Dry Creek Road, Healdsburg, CA 95448
In response to the above referenced application for a policy of title insurance, OLD REPUBLIC TITLE COMPANY, as issuing Agent of Old Republic National Title Insurance Company, hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said policy forms.

The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said Policy or Policies are set forth in Exhibit I attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the Homeowner’s Policy of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit I. Copies of the Policy forms should be read. They are available from the office which issued this report.

Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit I of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered.

It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land.

This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.

Dated as of January 13, 2023, at 7:30 AM
Item 9.a
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OLD REPUBLIC TITLE COMPANY
ORDER NO. 1117026213-JM

UPDATED

Page 2 of 7 ends

ORT 3158-B
The form of policy of title insurance contemplated by this report is:

CLTA Standard Coverage Owner's Policy of Title Insurance - 2022; AND ALTA Loan Policy of Title Insurance - 2021. A specific request should be made if another form or additional coverage is desired.

The estate or interest in the land hereinafter described or referred or covered by this Report is:

Fee
Title to said estate or interest at the date hereof is vested in:

City of Healdsburg, a municipal corporation
The land referred to in this Report is situated in the County of Sonoma, City of Healdsburg, State of California, and is described as follows:

Excepting therefrom all that portion described in the deed to the County of Sonoma, dated August 12, 1961 and recorded November 7, 1961 in Book 1857 of Official Records, Page 354, Serial No. G-71491.

APN: 089-071-002
At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as follows:

1. Taxes and assessments, general and special, for the fiscal year 2023 - 2024, a lien, but not yet due or payable.

Item 9.a
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OLD REPUBLIC TITLE COMPANY
ORDER NO. 1117026213-JM

UPDATED

Page 3 of 7 ends

ORT 3158-B

2. Taxes and assessments, general and special, are currently not assessed because of a statutory exemption. Should the statutory exemption change, taxes may be levied against the land.

3. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq., of the Revenue and Taxation Code of the State of California.

4. Any easement for water course over that portion of said land lying within the banks of Foss Creek and any changes in the boundary lines of said land that have occurred or may hereafter occur from natural causes.

5. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following
Granted To : County of Sonoma
For : Channel Construction
Recorded : November 17, 1961 in Book 1857 of Official Records, Page 352 Affects : The Southwesterly portion

6. Redevelopment Plan, as follows:

Entitled : Statement of Institution of Redevelopment Proceedings Recorded : June 17, 1981 in Official Records under Recorder's Serial Number 1981-34436
And any amendments thereto.

7. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following
Granted To : City of Healdsburg
For : Storm drain purposes
Recorded : April 28, 1987 in Official Records under Recorder's Serial Number 1987-038039
Affects : The Westerly portion

8. Building set-back line as shown on the filed map.

Affects : Westerly 30 feet
Item 9.a
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OLD REPUBLIC TITLE COMPANY
ORDER NO. 1117026213-JM

UPDATED

Page 4 of 7 ends

ORT 3158-B

9. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as shown on the filed map.

For : Public utilities and road
Affects : The Southerly portion
Said easements were accepted by document recorded September 26, 2002 as Document 2002146042.

10. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following
Granted To : City of Santa Rosa
For : Permanent pipeline purposes and temporary construction purposes Recorded : April 9, 2002 in Official Records under Recorder's Serial Number 2002-052131
Affects : The herein described property

11. Matters as contained or referred to in an instrument, Entitled : Grant Deed
Executed By : Redevelopment Agency of the City of Healdsburg, a public agency Recorded : March 17, 2011 in Official Records under Recorder's Serial Number 2011024555
Note: Reference is made to said instrument for full particulars.

12. The requirement that satisfactory evidence be furnished to this Company of compliance with applicable statutes, ordinances and charters governing the ownership and disposition of the herein described land.

13. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.

14. Any unrecorded and subsisting leases.

Item 9.a
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OLD REPUBLIC TITLE COMPANY
ORDER NO. 1117026213-JM

UPDATED

Page 5 of 7 ends

ORT 3158-B

15. The requirement that this Company be provided with a suitable Owner's Declaration (form ORT 174). The Company reserves the right to make additional exceptions and/or requirements upon review of the Owner's Declaration.

16. Any claim of lien for services, labor or material arising from an improvement or work under construction or completed at the date hereof.

17. Note: It appears that Old Republic National Title Insurance may be asked to insure against the rights of Mechanics Lien claimants. The Company may require the following:

A. Signed indemnities by all parties.

B. A copy of the construction cost breakdown.

C. Appropriate financial statements from all Indemnitors. -------------------- Informational Notes ------------------- A. The applicable rate(s) for the policy(s) being offered by this report or commitment appears to be section(s) TBD.

B. NOTE: The last recorded transfer or agreement to transfer the land described herein is as follows:

Instrument
Entitled : Grant Deed
By/From : Redevelopment Agency of the City of Healdsburg, a public agency To : City of Healdsburg, a municipal corporation
Recorded : March 17, 2011 in Official Records under Recorder's Serial Number 2011024555
C. We find no open Deeds of Trust. A written statement must be provided by the current owner(s) attesting to whether any outstanding Deeds of Trust exist.

D. The City of Petaluma has imposed a transfer tax of $2.00 per thousand dollars of consideration.

The City of Santa Rosa has imposed a transfer tax of $2.00 per thousand dollars of consideration.

Item 9.a
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OLD REPUBLIC TITLE COMPANY
ORDER NO. 1117026213-JM

UPDATED

Page 6 of 7 ends

ORT 3158-B
E. January 24, 2023 The above 1st Updated Preliminary Report, has been modified for the following :
1 Taxes
2 Plant Date
Item 9.a
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OLD REPUBLIC TITLE COMPANY
ORDER NO. 1117026213-JM

UPDATED

Page 7 of 7 ends

ORT 3158-B
NOTE:

The following statement is deemed attached as a coversheet to any declaration, governing document, or deed identified in the above exceptions:

If this document contains any restriction based on age, race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, familial status, marital status, disability, veteran or military status, genetic information, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12956.2 of the Government Code by submitting a “Restrictive Covenant Modification” form, together with a copy of the attached document with the unlawful provision redacted to the county recorder’s office. The “Restrictive Covenant Modification” form can be obtained from the county recorder’s office and may be available on its internet website. The form may also be available from the party that provided you with this document. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

Information for processing a “Restrictive Covenant Modification” form:

1. Print a complete copy of the document in question. Strike out what you believe to be unlawful restrictive language in the document.

2. Print and complete the “Restrictive Covenant Modification” (“RCM”) form. Note that the signature on the form must be acknowledged by a notary public or other qualified officer.

3. Submit the completed RCM form and the document with your strike-outs to the County Clerk-Recorder’s Office for the county where the property is located. No fee is required for this service.

4. The County Clerk-Recorder’s Office will forward the RCM form and the document with your strike-outs to the Office of the County Counsel, who will determine whether the document contains any unlawful restrictions.

5. The Office of the County Counsel will return the RCM form and the document with your strike-outs to the County Clerk-Recorder’s Office along with its determination. If approved, a Deputy County Counsel will sign the RCM, and the County Clerk-Recorder’s Office will record, image and index it. If the Office of the County Counsel determines that the document does not contain an unlawful restriction, the County Clerk-Recorder’s Office will not record the RCM.

6. The approved RCM will be returned to the submitter by mail.

The “Restrictive Covenant Modification” form is linked below:

Restrictive Covenant Modification form
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Exhibit I

CALIFORNIA LAND TITLE ASSOCIATION
STANDARD COVERAGE OWNER’S POLICY OF TITLE INSURANCE – 2022

EXCLUSIONS FROM COVERAGE
The following matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys’ fees, or expenses that arise by reason of:

1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to:
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or
iv. environmental remediation or protection.
b. any governmental forfeiture, police, regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b.

Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6.

2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7.

3. Any defect, lien, encumbrance, adverse claim, or other matter:
a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or
e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights law, that the transaction vesting the Title as shown in Schedule A is a:
a. fraudulent conveyance or fraudulent transfer;
b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer:
i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or
ii. for any other reason not stated in Covered Risk 9.b.

5. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8.

6. Any lien on the Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b.

7. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land.

EXCEPTIONS FROM COVERAGE
Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage.

This policy does not insure against loss or damage and the Company will not pay costs, attorneys’ fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters:

PART I

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

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2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy.

4. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.

6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy.

7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B.

PART II
(Variable exceptions such as taxes, easements, CC&R’s, etc., are inserted here) Item 9.a
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Exhibit I

AMERICAN LAND TITLE ASSOCIATION
LOAN POLICY OF TITLE INSURANCE – 2021

Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6.

2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7.

3. Any defect, lien, encumbrance, adverse claim, or other matter:
a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or
e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser or encumbrancer had been given for the Insured Mortgage at the Date of Policy.

4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business law.

5. Invalidity or unenforceability of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury law or Consumer Protection Law.

6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights law, that the transaction creating the lien of the Insured Mortgage is a:
a. fraudulent conveyance or fraudulent transfer;
b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer:
i. to the extent the Insured Mortgage is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 13.b.

7. Any claim of a PACA-PSA Trust. Exclusion 7 does not modify or limit the coverage provided under Covered Risk 8.

8. Any lien on the Title for real estate taxes or assessments imposed by a governmental authority and created or attaching between the Date of Policy and the date of recording of the Insured Mortgage in the Public Records. Exclusion 8 does not modify or limit the coverage provided under Covered Risk 2.b. or 11.b.

9. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land.

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NOTE: The 2021 ALTA Loan Policy may be issued to afford either Standard Coverage or Extended Coverage. In addition to variable exceptions such as taxes, easements, CC&R’s, etc., the Exceptions from Coverage in a Standard Coverage policy will also include the Western Regional Standard Coverage Exceptions listed as 1 through 7 below:

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy.

6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy.

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Updated 1/1/2023
FACTS

WHAT DOES OLD REPUBLIC TITLE
DO WITH YOUR PERSONAL INFORMATION?
Why?
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
• Social Security number and employment information
• Mortgage rates and payments and account balances
• Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice.

How?
All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Old Republic Title chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information
Does Old
Republic Title
share?
Can you limit this
sharing?
For our everyday business purposes — such as to process your transactions, maintain your account(s), or respond to court orders and legal investigations, or report to credit bureaus
Yes No
For our marketing purposes —
to offer our products and services to you No We don’t share For joint marketing with other financial companies No We don’t share For our affiliates’ everyday business purposes —
information about your transactions and experiences Yes No For our affiliates’ everyday business purposes —
information about your creditworthiness
No We don’t share
For our affiliates to market to you No We don’t share
For non-affiliates to market to you No We don’t share
Go to www.oldrepublictitle.com (Contact Us)
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Who we are
Who is providing this notice? Companies with an Old Republic Title name and other affiliates. Please see below for a list of affiliates.

What we do
How does Old Republic Title
protect my personal
information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. For more information, visit https://www.oldrepublictitle.com/privacy-policy
How does Old Republic Title
collect my personal information?
We collect your personal information, for example, when you:
· Give us your contact information or show your driver’s license · Show your government-issued ID or provide your mortgage information · Make a wire transfer
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing? Federal law gives you the right to limit only:
· Sharing for affiliates’ everyday business purposes- information about your creditworthiness
· Affiliates from using your information to market toyou · Sharing for non-affiliates to market toyou
State laws and individual companies may give you additional rights to limit sharing. See the State Privacy Rights section location at https://www.oldrepublictitle.com/privacypolicy for your rights under state law.

Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
• Our affiliates include companies with an Old Republic Title name, and financial companies such as Attorneys’ Title Fund Services, LLC, Lex Terrae National Title Services, Inc., and Mississippi Valley Title Services Company Non-affiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies. • Old Republic Title does not share with non-affiliates so they can market to you Joint marketing A formal agreement between non-affiliated financial companies that together market financial products or services to you.
• Old Republic Title doesn’t jointly market.

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Affiliates Who May be Delivering This Notice
American First Title
& Trust Company
American Guaranty
Title Insurance
Company
Attorneys' Title Fund
Services, LLC
Compass Abstract, Inc. eRecording Partners
Network, LLC
Genesis Abstract, LLC Guardian Consumer
Services, Inc.
iMarc, Inc. L.T. Service Corp. Lenders Inspection
Company
Lex Terrae National
Title Services, Inc.

Lex Terrae, Ltd. Mississippi Valley
Title Services
Company
National Title Agent's
Services Company
Old Republic Branch
Information Services, Inc.

Old Republic
Diversified Services,
Inc.

Old Republic Escrow
of Vancouver, Inc.

Old Republic
Exchange Company
Old Republic National
Ancillary Services, Inc.

Old Republic Title and
Escrow of Hawaii, Ltd.

Old Republic
National Title
Insurance Company
Old Republic Title
Company
Old Republic Title
Companies, Inc.

Old Republic Title
Company of Conroe
Old Republic Title
Company of Indiana
Old Republic Title
Company of Nevada
Old Republic Title
Company of
Oklahoma
Old Republic Title
Company of Oregon
Old Republic Title
Company of St. Louis
Old Republic Title
Company of Tennessee
Old Republic Title
Information
Concepts
Old Republic Title
Insurance Agency,
Inc.

Old Republic Title,
Ltd.

RamQuest Software,
Inc.

Republic Abstract &
Settlement, LLC
Sentry Abstract
Company
Surety Title Agency,
Inc.

Trident Land Transfer
Company, LLC
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4 Updated: January 1, 2021
Privacy Notice for California Consumers
This Privacy Notice for California Consumers supplements the information contained in the Master Privacy Notice for Old Republic Title and applies to consumers that reside in the State of California.

The terms used in this Privacy Notice have the same meaning as the terms defined in the California Consumer Privacy Act (“CCPA”).

What Personal Information We Collect
In accordance with the CCPA, personal information is information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household. Personal information does not include:

Information outside the scope of the CCPA such as:
· Health or medical information covered by the Health Insurance Portability Act of 1996 (HIPAA) and the California Confidentiality of Medical Information Act (CMIA). · Personal Information covered by the Gramm-Leach-Bliley Act (GLBA), the Fair Credit Reporting Act (FCRA), the California Financial Information Privacy Act (FIPA), and the Driver’s Privacy Protection Act of 1994,
· Publicly available information that is available from federal, state, or local government records, and
· De-identified or aggregated consumer information.

Please see the chart below to learn what categories of personal information we may have collected about California consumers within the preceding twelve months, the sources of and business purposes for that collection and the third parties with whom the information is shared, if any.

Category Examples Collected Sources Business Purpose
for Collection
Categories of
Third Parties
with Whom
Information
is Shared
Identifiers Real name, alias,
postal address,
unique personal
identifier, online
identifier, Internet
protocol address,
email address,
account name, social
security number,
driver’s license
number, passport
number or other
similar identifiers
Yes Consumers,
Lenders,
Brokers,
Attorneys,
Real Estate
Agents, and
Title Agents
associated
with the
transaction
Underwriting or
providing other
products or
services,
responding to
policyholder/consu
mer claims,
inquiries or
complaints,
detecting security
incidents,
protecting against
malicious,
Service
providers
associated
with the
transaction for
a business
purpose
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5 deceptive,
fraudulent, or
illegal activity.

Other audit or
operational
purposes.

Personal
information
described in
California
Customer
Records
statute (Cal.

Civ. Code §
1798.80(e))
Name, signature,
social security
number, physical
characteristics or
description, address,
telephone number,
passport number,
driver’s license or
state identification
card number,
insurance policy
number, education,
employment,
employment history,
bank account
number, credit card
number, debit card
number, or any other
financial information,
medical information,
or health insurance
information.
“Personal
information” does
not include publicly
available information
that is lawfully made
available to the
general public from
federal, state, or local
government records.

Yes Consumers,
Lenders,
Brokers,
Attorneys,
Real Estate
Agents, and
Title Agents
associated
with the
transaction
Underwriting or
providing other
products or
services,
responding to
policyholder/consu
mer claims,
inquiries or
complaints,
detecting security
incidents,
protecting against
malicious,
deceptive,
fraudulent, or
illegal activity.

Other audit or
operational
purposes.

Service
providers
associated
with the
transaction for
a business
purpose
Characteristics
of protected
classifications
under
California or
federal law
Age (40 years or
older), race, color,
ancestry, national
origin, citizenship,
religions or creed,
marital status,
medical condition,
physical or mental
disability, sex
(including gender,
gender identity,
gender expression,
pregnancy or
childbirth and related
Yes Consumers,
Lenders,
Brokers,
Attorneys,
Real Estate
Agents, and
Title Agents
associated
with the
transaction
Underwriting or
providing other
products or
services,
responding to
policyholder/consu
mer claims,
inquiries or
complaints. Other
audit or
operational
purposes.

Service
providers
associated
with the
transaction for
a business
purpose
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6 medical conditions),
sexual orientation,
veteran or military
status, or genetic
information
(including familial
genetic information).

Internet or
other
electronic
network
activity
Browsing history,
search history,
information about a
consumer’s
interaction with a
website, application,
or advertisement.

Yes Consumers,
Lenders,
Brokers,
Attorneys,
Real Estate
Agents, and
Title Agents
associated
with the
transaction
To provide access
to certain online
services. To
understand the
interests of visitors
to our online
services, to
support certain
features of our
site, for navigation
and to display
certain features
more effectively.

Detecting security
incidents,
protecting against
malicious,
deceptive,
fraudulent, or
illegal activity.

Other audit or
operational
purposes.

Not Disclosed
Geolocation
data
Geographic tracking
data, physical
location and
movements
Yes Consumers,
Lenders,
Brokers,
Attorneys,
Real Estate
Agents, and
Title Agents
associated
with the
transaction
To provide access
to certain online
services. To
understand the
interests of visitors
to our online
services, to
support certain
features of our
site, for navigation
and to display
certain features
more effectively.

Other audit or
operational
purposes.

Not Disclosed
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7 What Personal Information We Share and Why We Share It The CCPA requires us to tell you what categories of personal information we “sell” or “disclose.” We do not sell and will not sell your personal information as that term is commonly understood. We also do not sell and will not sell your personal information, including the personal information of persons under 16 years of age, as that term is defined by the CCPA. When it is necessary for a business purpose, we share or disclose your personal information with a service provider, and we enter a contract with the service provider that limits how the information may be used and requires the service provider to protect the confidentiality of the information.

In the preceding twelve months, we have disclosed the following categories of personal information for the following business purposes. Where the personal information is shared with third parties, as that term is defined in the CCPA, the category of the third party is indicated.

Category Examples Business Purpose for
Disclosure
Categories of
Third Parties
with Whom
Information is
Shared
Identifiers Real name, alias, postal address,
unique personal identifier, online
identifier, internet protocol address,
email address, account name, social
security number, driver’s license
number, passport number or other
similar identifiers
Underwriting or providing other
products or services, responding
to policyholder/consumer claims,
inquiries or complaints, detecting
security incidents, protecting
against malicious, deceptive,
fraudulent, or illegal activity.

Other audit or operational
purposes.

Service
providers
associated with
the transaction
for a business
purpose
Personal
information
described in
California
Customer
Records
statute (Cal.

Civ. Code §
1798.80(e))
Name, signature, social security
number, physical characteristics or
description, address, telephone
number, passport number, driver’s
license or state identification card
number, insurance policy number,
education, employment, employment
history, bank account number, credit
card number, debit card number, or
any other financial information,
medical information, or health
insurance information. “Personal
information” does not include publicly
available information that is lawfully
made available to the general public
from federal, state, or local
government records.

Underwriting or providing other
products or services, responding
to policyholder/consumer claims,
inquiries or complaints, detecting
security incidents, protecting
against malicious, deceptive,
fraudulent, or illegal activity.

Other audit or operational
purposes.

Service
providers
associated with
the transaction
for a business
purpose
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8 Characteristics
of protected
classifications
under
California or
federal law
Age (40 years or older), race, color,
ancestry, national origin, citizenship,
religions or creed, marital status,
medical condition, physical or mental
disability, sex (including gender,
gender identity, gender expression,
pregnancy or childbirth and related
medical conditions), sexual
orientation, veteran or military status,
or genetic information (including
familial genetic information).

Underwriting or providing other
products or services, responding
to policyholder/consumer claims,
inquiries or complaints. Other
audit or operational purposes.

Service
providers
associated with
the transaction
for a business
purpose
Internet or
other
electronic
network
activity
Browsing history, search history,
information about a consumer’s
interaction with a website, application,
or advertisement.

To provide access to certain
online services. To understand
the interests of visitors to our
online services, to support
certain features of our site, for
navigation and to display certain
features more effectively.

Detecting security incidents,
protecting against malicious,
deceptive, fraudulent, or illegal
activity. Other audit or
operational purposes.

Not Disclosed
Geolocation
data
Geographic tracking data, physical
location and movements
To provide access to certain
online services. To understand
the interests of visitors to our
online services, to support
certain features of our site, for
navigation and to display certain
features more effectively. Other
audit or operational purposes.

Not Disclosed
We may also transfer to a third party the personal information of a consumer as an asset that is part of a merger, acquisition, bankruptcy, or other transaction in which the third party assumes control of all or part of the business.

Your Rights and Choices
The CCPA provides California consumers with certain rights regarding their personal information. This chart describes those rights and certain limitations to those rights.

Right What This Means
Notice At or before the time your personal information is collected, you will be given written notice of the categories of personal information to be collected and the purposes for which the categories of personal information will be used.

Access At your verifiable request, but no more than twice in a twelve month period, we shall disclose to you: 1) the categories of personal information we have collected about you, 2) the Item 9.a
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9 categories of sources for the personal information we collected about you, 3) our business and commercial purpose for collecting or selling your personal information, 4) the categories of third parties with whom we share your personal information, 5) The specific pieces of information we have collected about you, 6) the categories of personal information disclosed for a business purpose, and
7) If we sold personal information, the categories of personal information sold and the categories of third parties to whom it was sold.

Deletion You have the right to request that we delete any of your personal information that we collected from you, subject to certain exceptions. Once we receive and verify your request, we will delete (and direct our service providers to delete) your personal information from our records unless an exception applies. We may deny your request if retention of the information is necessary for us or our service providers to:
· Complete the transaction for which we collected the personal information, provide a good or service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform our contract with you.
· Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities. · Debug products to identify and repair errors that impair existing intended functionality.
· Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law. · Comply with the California Electronic Communications Privacy Act (Cal. Penal Code §1546 et seq.)
· Engage in public or peer reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information’s deletion may likely render impossible or seriously impair the research’s achievement, if you previously provided informed consent. · Enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us.
· Comply with a legal obligation.
· Make other internal and lawful uses of that information that are compatible with the context in which you provided it.
· Or if it is the type of personal information that falls outside the scope of the CCPA, (HIPAA, CIMA, GLBA, or publicly available information)
Opt-Out of Sale
Opt-In to Sale
With some limitations, you may direct a business that sells personal information to third parties not to sell the personal information to these third parties.

A business may not sell the personal information of persons less than sixteen years of age without their affirmative consent, and in the case of those less than thirteen years of age, the consent must come from a parent.

Non-Discrimination We will not discriminate against you for exercising your rights under the CCPA. Unless otherwise permitted by the CCPA we will not:
· Deny you goods or service
· Charge you different prices or rates for goods or services, including through granting discounts or other benefits, or imposing penalties
· Provide a different level or quality of goods or services · Suggest that you will receive a different price or rate for goods or services or a different level or quality of goods or services
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1 To Exercise Your Rights
To Opt-out of the Sale of Your Personal Information
The CCPA gives consumers the right to direct a business that sells personal information about the consumer to third parties not to sell the consumer’s personal information. We do not sell and will not sell your personal information as that term is commonly understood. We also do not sell and will not sell your personal information, as that term is defined by the CCPA.

To Request Access to or Deletion of Your Personal Information To exercise your access or deletion rights described above, please submit a verifiable consumer request to us by either: Calling us at 1-855-557-8437 or contacting us through our website CCPA Consumer Request.

Only you or your representative that you authorize to act on your behalf (Authorized Agent) can make a verifiable consumer request for your personal information. You may also make a request for your minor child. The verifiable request must provide enough information that allows us to reasonably verify you are the person about whom we collected personal information. We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and to confirm the personal information relates to you.

We work to respond to a verifiable consumer request within 45 days of its receipt. If we require additional time, we will inform you of the extension period (up to an additional 45 days), and the reason for the extension in writing. If you have an account with us, we will deliver our response to that account. If you do not have an account with us, we will deliver our response by mail or electronically, depending on your preference. The response we provide will also explain any reasons why we cannot comply with a request.

You may only make a consumer request for access twice within a twelve-month period.

Any disclosures we provide will apply to the twelve-month period preceding the consumer request’s receipt.

Contact Us
If you have any questions regarding our Privacy Notice or practices, please contact us via phone at 1- 855-557-8437 or send your written request to: [email protected], or Old Republic Title c/o CCPA Consumer Request Group, 275 Battery Street, Suite1500, San Francisco, CA 94111-3334.

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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

ASSIGNMENT AND ASSUMPTION OF DISPOSITION AND DEVELOPMENT

AGREEMENT
(Dry Creek Commons Project)

THIS ASSIGNMENT AND ASSUMPTION OF DISPOSITION AND DEVELOPMENT AGREEMENT (“Agreement”) is entered into effective as of September ___, 2025 (the “Assignment Date”) by and among Burbank Housing Development Corporation, a California nonprofit public benefit corporation (“Assignor”), DRY CREEK COMMONS, L.P., a California limited partnership (“Assignee”), and the City of Healdsburg, a California municipal corporation (“City”) (each individually a “Party” and collectively the “Parties”).

RECITALS
A. On September 27, 2022, the Planning Commission adopted Resolution No. 2022- 01, conditionally approving an application for design review (DR 2022-01) (“Design Review Approval”), related to the development of 58 residential units (57 Affordable Units and one (1) unrestricted Manager’s Unit), preservation and restoration of Foss Creek riparian corridor, creation of wetlands, indoor and outdoor common space and amenities for residents, and vehicular and bicycle parking (the "Project"), on real property located within the City of Healdsburg, County of Sonoma, State of California, described in Exhibit A attached hereto and incorporated herein by this reference (the “Property”)..

B. Assignor and the City have entered into that certain Disposition and Development Agreement effective as of September 21, 2023, as evidenced by a Memorandum of Agreement dated September ___, 2025, and recorded on September ___, 2025, in the Official Records of Sonoma County (“Official Records”) as Instrument No. 25___________ (the “Disposition and Development Agreement”), pertaining to the development of the Project on the Property.

C. Section 103.3 of the Disposition and Development Agreement provides in sum that Assignor may transfer the Property and assign its rights and obligations under the Disposition and Development Agreement related to the Property to an Affiliate of Assignor, without further approval required by City, provided that an assignment and assumption agreement in which the Item 9.a
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Affiliate of Assignor, as Assignee, expressly assumes all rights and obligations under the Disposition and Development Agreement, in a form acceptable to the City.

D. Assignor now desires to assign its interests, rights, duties and obligations applicable to the Property under the Disposition and Development Agreement to Assignee, and Assignee desires to assume such interests, rights, duties and obligations from Assignor. Assignor and Assignee also desire the City’s acknowledgement of the aforementioned assignment and assumption.

AGREEMENT
NOW, THEREFORE, in exchange for the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor, Assignee and City hereby agree as follows:

The introductory paragraph, the Recitals, and all defined terms set forth therein are hereby incorporated into this Agreement as if hereinafter fully and completely rewritten.

1. Defined Terms. Capitalized terms not otherwise defined in this Agreement are as defined in the Disposition and Development Agreement.

2. Assignment and Assumption of Interest. Assignor hereby transfers, assigns, grants and conveys to Assignee, all of Assignor’s right, title and interest in and to, and the obligations, duties, responsibilities, conditions and restrictions under, the Disposition and Development Agreement related to the Property, as set forth in Section 3 below and identified and defined herein as the “Transferred Rights and Obligations”. By accepting this assignment, Assignee, for itself and its successors and assigns, hereby expressly and unconditionally accepts the foregoing assignment, assumes all such Transferred Rights and Obligations, and expressly agrees for the benefit of City, to pay, perform and discharge all of the Transferred Rights and Obligations, to comply with all covenants and conditions of Assignor arising from or under the Disposition and Development Agreement related to the Property and the Transferred Rights and Obligations, and to comply with all covenants, conditions, representations and warranties of Assignee under this Agreement. Assignee hereby represents that it has reviewed and accepts all obligations of Assignor, if any, required by the Disposition and Development Agreement related to the Property.

3. Allocation of Rights and Obligations.
(a) The following shall constitute the “Transferred Rights and Obligations”:
(i) Assignor hereby assigns to Assignee, and Assignee hereby assumes from Assignor, all of Assignor’s rights, duties, and obligations set forth in the Disposition and Development Agreement applicable to the Property.
(ii) Assignee hereby assumes from Assignor, and Assignor hereby assigns to Assignee, all of Assignor's rights, duties, and obligations set forth in the Disposition and Development Agreement applicable to the Property.

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(b) The City agrees and acknowledges that any default by Assignor shall not be a default by Assignee pursuant to the Disposition and Development Agreement, nor shall the City have any right or remedy against Assignee or the Property (including any right to terminate the Disposition and Development Agreement) in connection therewith, and that no such default, or any failure or delay to perform obligations under the Disposition and Development Agreement by Assignor, shall impact or delay the issuance of any certificates of occupancy or other approvals necessary for development of the Property.

4. Substitution of Assignor. Assignee hereafter shall be substituted for and replace Assignor in the Disposition and Development Agreement with respect to the Transferred Rights and Obligations transferred under this Agreement. Whenever the term “Developer” appears in the Disposition and Development Agreement, it shall hereafter mean Assignee with respect to the Transferred Rights and Obligations transferred under this Agreement.

5. Representations & Warranties, Indemnifications and Waivers. (a) Assignor represents and warrants as follows:
(i) Disposition and Development Agreement. The Disposition and Development Agreement is unmodified and in full force and effect, and the City has not agreed to any amendment of any provision of the Disposition and Development Agreement with respect to the Property.
(ii) No Defaults. To the actual knowledge of Assignor, no default on the part of City, and no breach, event, or failure of any condition that, with notice or lapse of time or both, would constitute a default on the part of City, exists under the Disposition and Development Agreement with respect to the Property. (iii) No Set-Offs. To the actual knowledge of Assignor, there are no setoffs or defenses against the enforcement of any right or remedy, or any duty or obligation, of the City or Assignor under the Disposition and Development Agreement with respect to the Property.
(iv) No Termination Right. To the actual knowledge of the Assignor, the Assignor currently has no right to terminate the Disposition and Development Agreement pursuant to its terms.
(v) Assignor is the sole member and manager of BHDC Dry Creek Commons, LLC, a California limited liability company, which is the managing general partner of Assignee, and accordingly Assignee is an Affiliate of Developer as defined in the Disposition and Development Agreement; Assignor has formed Assignee for the sole purpose of the development, construction and operation of the Project on the Property.
(b) Assignee represents and warrants as follows:
(i) Assignee is Dry Creek Commons, L.P., a California limited partnership. Assignor is the sole member and manager of BHDC Dry Creek Item 9.a
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Commons, LLC, a California limited liability company, which is the managing general partner of Assignee, and accordingly Assignee is an Affiliate of Developer as defined in the Disposition and Development Agreement. (ii) Assignee is duly organized and validly existing under the laws of the State of California;
(A) Is qualified and authorized to do business in the State of California and has duly complied with all requirements pertaining thereto; and
(B) Is in good standing and has all necessary powers under the laws of the State of California to own property and in all other respects enter into and perform the undertakings and obligations of this Agreement. (c) Assignee further represents and warrants:
(i) That no approvals or consents of any persons are necessary for the execution, delivery or performance of this Agreement by Assignee, except as have been obtained;
(ii) That the execution and delivery of this Agreement and the performance of the obligations of Assignee have been duly authorized by all necessary actions and approvals required;
(iii) That this Agreement is a legal, valid, and binding obligation of Assignee enforceable in accordance with its terms;
(iv) That the execution, delivery, and performance of this Agreement by the Assignee does not and will not materially conflict with, or constitute a material violation or material breach of, or constitute a default under (a) the formation agreements of the Assignee (if any), (b) any law, rule, or regulation binding upon or applicable to Assignee, or (c) any material agreements to which Assignee is a party; and
(v) That Assignee or any person or entity acquiring or operating the Project on the Property, will duly obtain and maintain, all licenses, permits, consents, and approvals required by all applicable governmental authorities to develop, sell, lease, own, and operate all of the Project on the Property. (d) Assignor and Assignee each hereby waives and releases, and Assignee hereby agrees to indemnify and hold City harmless from, any and all damages, liabilities, causes of action, claims or potential claims against City (including attorneys’ fees and costs) arising out of or resulting from the assignment and assumption of the Transferred Rights and Obligations.
(e) Assignor acknowledges and agrees that the Transferred Rights and Obligations have been fully assigned to Assignee by this Agreement and, accordingly, that Item 9.a
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Assignee shall have the exclusive right to assert any claims against City with respect to such Transferred Rights and Obligations. Accordingly, Assignor hereby waives any claims or potential claims by Assignor against City to the extent arising solely out of the Transferred Rights and Obligations.

6. City Estoppel Provisions. The City hereby represents and warrants to the Assignor and Assignee as follows:
(a) Based on the representations and warranties of Assignor and Assignee, Assignee is an Affiliate of Developer and accordingly City hereby acknowledges that the assignment and transfer of the Transferred Rights and Obligations to Assignee is authorized by Section 103.3 of the Disposition and Development Agreement. (b) The Disposition and Development Agreement is unmodified and in full force and effect, and the City has not agreed to any amendment of any provision of the Disposition and Development Agreement with respect to the Property. The prior written consent of the Assignee shall be necessary to amend the Disposition and Development Agreement and no subsequent amendment to the Disposition and Development Agreement shall be effective without the prior written approval of Assignee.
(c) To the actual knowledge of City, no default on the part of Assignor, and no breach, event, or failure of any condition that, with notice or lapse of time or both, would constitute a default on the part of Assignor, exists under the Disposition and Development Agreement with respect to the Property.
(d) To the actual knowledge of City, there are no set-offs or defenses against the enforcement of any right or remedy, or any duty or obligation, of the City or Assignor under the Disposition and Development Agreement with respect to the Property. (e) To the actual knowledge of City, City currently has no right to terminate the Disposition and Development Agreement pursuant to its terms.

7. Governing Law; Venue. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California without regard to principles of conflicts of laws.

Any action to enforce or interpret this Agreement shall be filed and litigated exclusively in the Superior Court of Sonoma County, California.

8. Entire Agreement/Amendment. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof, and supersedes all prior written and oral agreements with respect to the matters covered by this Agreement. This Agreement may not be amended except by an instrument in writing signed by each of the Parties.

9. Further Assurances. Each Party shall execute and deliver such other certificates, agreements and documents and take such other actions as may be reasonably required to consummate or implement the transactions contemplated by this Agreement and the Disposition and Development Agreement.

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10. Benefit and Liability. Subject to the provisions related to transfers set forth in the Disposition and Development Agreement, this Agreement and all of the terms, covenants, and conditions hereof shall extend to the benefit of and be binding upon the respective successors and permitted assigns of the Parties.

11. Attorneys’ Fees. In the event of any litigation pertaining to this Agreement, the losing Party shall pay the prevailing Party’s litigation costs and expenses, including without limitation reasonable attorneys’ fees.

12. Address for Notices. Assignee’s address for notices, demands and communications under the Disposition and Development Agreement is as follows:
c/o Burbank Housing Development Corporation
1425 Corporate Center Parkway
Santa Rosa, CA 95407
Fax: (707) 526-9782
Attention: Lawrance Florin
With a copy to:

Gubb & Barshay LLP
235 Montgomery Street, Suite 1110
San Francisco, CA 94101
Attention: Nicole Kline, Esq.

Telephone: (415) 781-6600 ext. 8
Email: [email protected]

13. Captions; Interpretation. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of all Parties, and the Parties agree, that since all have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if all Parties had prepared it.

14. Severability. If any term, provision, condition or covenant of this Agreement or its application to any Party or circumstances shall be held by a court of competent jurisdiction, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law unless the rights and obligations of the Parties have been materially altered or abridged thereby.

15. Counterparts. This Agreement may be executed in counterparts, each of which shall, irrespective of the date of its execution and delivery, be deemed an original, and the counterparts together shall constitute one and the same instrument.

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IN WITNESS WHEREOF the Parties have executed this Agreement effective as of the Assignment Date first set forth above.

ASSIGNOR:

BURBANK HOUSING DEVELOPMENT CORPORATION,
a California non-profit public benefit corporation
By: __________________________
Lawrance Florin, CEO
ASSIGNEE:

DRY CREEK COMMONS, L.P.,
a California limited partnership
By: BHDC Dry Creek Commons, LLC, a
California limited liability company, its
Managing General Partner
By: Burbank Housing Development Corporation,
a California nonprofit public benefit corporation,
its sole member and manager
By:________________
Lawrance Florin, Chief Executive Officer
CITY:

CITY OF HEALDSBURG,
a California municipal corporation
By: ____________________________
Name: Jeff Kay
Title: City Manager
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APPROVED AS TO FORM:

By:

Samantha Zutler, City Attorney
ATTEST:

By:

Raina Allan, City Clerk
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STATE OF CALIFORNIA )
)

COUNTY OF SONOMA )
On , 20__, before me, ______________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _______________________________ (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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STATE OF CALIFORNIA )
)

COUNTY OF SONOMA )
On , 20__, before me, ______________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

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STATE OF CALIFORNIA )
)

COUNTY OF SONOMA )
On , 20__, before me, ______________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

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EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY
The land referred to is situated in the County of Sonoma, City of Healdsburg, State of California, and is described as follows:

Excepting therefrom all that portion described in the deed to the County of Sonoma, dated August 12, 1961 and recorded November 7, 1961 in Book 1857 of Official Records, Page 354, Serial No. G-71491.

APN: 089-071-002
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AFFORDABLE HOUSING LOAN AGREEMENT
by and between

CITY OF HEALDSBURG,
a California municipal corporation,
and
DRY CREEK COMMONS L.P.,
a California limited partnership
for

DRY CREEK COMMONS PROJECT
SEPTEMBER _____, 2025
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THIS AFFORDABLE HOUSING LOAN AGREEMENT (“Agreement”) is entered into effective as of September ___, 2025 (“Effective Date”) by and between the CITY OF HEALDSBURG, a California municipal corporation (“City”) and DRY CREEK COMMONS L.P., a California limited partnership (“Developer”). The City and the Developer are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS
A. City and Burbank Housing Development Corporation, a California nonprofit public benefit corporation (“Burbank”) have entered into a Disposition and Development Agreement (the “DDA”) dated September 21, 2023, which sets for the terms and conditions relating to (i) the transfer by City to Burbank of certain real property located at 155 Dry Creek Road, in the City of Healdsburg, County of Sonoma, State of California, APN 089-071-002 (the “Property”), as more particularly described in the legal description attached hereto as Exhibit A and incorporated herein by this reference, (ii) the construction and maintenance of a 58-unit multi-family residential development, consisting of twenty-eight (28) one-bedroom units, fifteen (15) two-bedroom units, and fifteen (15) three-bedroom units to be available for rental at affordable rents to extremely low, very-low and lower-income households (the “Affordable Units”), with associated amenities, preservation of the Foss Creek watershed and riparian corridor, and wetlands mitigation (collectively, the “Project”), and (iii) the imposition of covenants running with the land as set forth in an Affordable Housing Agreement and Declaration of Restrictive Covenants between City and Developer (the “Regulatory Agreement”), in the form attached as Attachment No. 6 to the DDA, to ensure the long-term affordability of the Affordable Units developed as part of the Project.

B. In accordance with its obligation under Section 501.2 of the DDA, Burbank has endeavored to secure its Evidence of Financing to undertake the design and construction of the Project on the Property, and in connection therewith, on February 5, 2024, the City Council of the City of Healdsburg adopted Resolution No. 8-2024, committing One Million and 00/100 Dollars ($1,000,000.00) of Measure S affordable housing funds towards the development and construction of the Project (the “Funding Commitment”), conditioned on Burbank securing all necessary Evidence of Financing.

C. Burbank has subsequently secured and the City has approved the Evidence of Financing for the Project. Accordingly, as provided for in the DDA, Burbank has the right to transfer and assign its rights under the DDA to Developer at Closing. Accordingly, in order to facilitate the financing of the Project, Burbank intends to close escrow and take title to the Property from the City in accordance with the DDA, and to immediately thereafter transfer the Property to Developer for construction of the Project on the Property, while assigning its rights under the DDA to the Funding Commitment to Developer (the “Assignment of Funding Commitment”).

D. Subject to the terms and conditions set forth herein, specifically including the Closing of the Escrow contemplated by the DDA and transfer of fee title to the Property from City to Burbank, the contemporaneous transfer of fee title to the Property from Burbank to Developer, and Burbank’s acknowledgement, waiver, release and consent to the Assignment of Item 9.a
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Funding Commitment (the “Acknowledgement, Waiver, Release and Consent to Assignment of Funding Commitment”) to Developer as provided herein, the City hereby approves the Assignment of Funding Commitment by Burbank to Developer and agrees to provide a loan in the amount of One Million and no/100ths Dollars ($1,000,000.00) to Developer, which shall be used for the development and construction of the Project on the Property (the “Loan”). The Loan shall be due and payable at the end of the term of the Regulatory Agreement.

E. In accordance with the terms of this Agreement, among other documents, Developer will execute, and deliver to City, a secured promissory note to evidence Developer’s obligation to repay the Loan, and cause to be recorded in the Official Records a deed of trust to secure Developer’s obligations under the promissory note and thereby provide City with a security interest in the Property, and the Regulatory Agreement requiring Developer to maintain the Property’s affordability for a period of not less than fifty-five (55) years following receipt of a certificate of occupancy or its equivalent for the Project.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

ARTICLE I
DEFINITIONS; EXHIBITS

1.1 Definitions. The following terms shall have the meanings set forth in the Sections referenced below whenever used in this Agreement and the Exhibits attached hereto. Additional terms are defined in the Recitals and text of this Agreement. “Acknowledgement, Waiver, Release and Consent to Assignment of Funding Commitment” is defined in Recital D and appended to this Agreement after the signature blocks of City and Developer.
“Affordable Rent” is defined in the Regulatory Agreement. “Agreement” means this Affordable Housing Loan Agreement. “Applicable Laws” is defined in Section 5.15.
“Area Median Income” is defined in the Regulatory Agreement. “Assignment of Funding Commitment” is defined in Recital C. “Bankruptcy Law” is defined in Section 10.1 (i).
“Burbank” means Burbank Housing Development Corporation, a California non-profit public benefit corporation.
“Certificate of Completion” is defined in Section 5.12.

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“City” means the City of Healdsburg, a California municipal corporation. “City’s Authorized Representative” means the City Manager of the City of Healdsburg, the Housing Administrator of the City of Healdsburg, or the City Attorney of the City of Healdsburg.
“City Council” means the City Council of the City of Healdsburg. “City Documents” means collectively, the DDA, Funding Commitment, the Assignment of Funding Commitment, this Agreement, the Note, the Deed of Trust, and the Regulatory Agreement.
“City’s Permitted Exceptions” is defined in Section 3.4. “Claims” is defined in Section 5.14.
“Closing Date” or “Close of Escrow” shall be the date that escrow closes for the Loan, which shall be simultaneous with the Closing pursuant to the DDA. “Conditions of Approval” is defined in Section 5.4.
“Construction Plans” is defined in Section 5.6.
“DDA” is defined in Recital A.
“Deed of Trust” is defined in Section 3.4.
“Developer” means Dry Creek Commons L.P., a California limited partnership. “Effective Date” means September ___, 2025.
“Eligible Households” is defined in the Regulatory Agreement. “Environmental Laws” is defined in Section 7.6.2.
“Escrow Agent” is defined in Section 3.1.
“Event of City Default” is defined in Section 10.2.
“Event of Developer Default” is defined in Section 10.1. “Financing Plan is defined in Section 2.3.
“Force Majeure” is defined in Section 12.2.
“Funding Commitment” is defined in Recital B.
“Hazardous Material” is defined in Section 7.6.1.

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“Improvements” is defined in Section 2.2.
“Indemnitees” is defined in Section 5.14.
“Lender’s Title Policy” is defined in Section 3.4.
“Loan” is defined in Recital D and Section 4.1.
“Loan Proceeds” is defined in Section 4.1.
“Note” is defined in Section 3.4.
“Official Records” means the Official Records of Sonoma County. “Party” or “Parties” means, respectively, City or Developer individually or City and Developer collectively.
“Project” is defined in Recital B.
“Property” is defined in Recital A and more particularly described in the legal description attached hereto as Exhibit A.
“Regulatory Agreement” is defined in Recital A and Section 3.4 (e). “Title Company” is defined in Section 3.1.
“Transfer” is defined in Section 8.2.

1.2 Exhibits. The following Exhibits are attached hereto and incorporated into this Agreement by this reference:

A Legal Description of the Property
B Form of Promissory Note(s)
C Form of Deed of Trust
D Financing Plan

ARTICLE II
REPRESENTATIONS; PROJECT SCOPE; FINANCING PLAN

2.1 Developer’s Representations. Developer represents and warrants to City as follows, and Developer covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2.1 not to be true, Developer shall immediately give written notice of such fact or condition to City. Developer acknowledges that City shall rely upon Developer’s representations made herein notwithstanding any investigation made by or on behalf of City.

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(a) Organization. Developer is a limited partnership and the general partner thereof is a limited liability company whose sole member and manager is a nonprofit public benefit corporation, duly organized and in good standing under the laws of the State of California and tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. (b) Authority of Developer. Developer has full power and authority to execute and deliver this Agreement and all other documents or instruments executed and delivered by Developer, or to be executed and delivered by Developer pursuant to, or in connection with, this Agreement, and to perform and observe the terms and provisions of all of the foregoing. (c) Authority of Persons Executing Documents. This Agreement and all other documents or instruments executed and delivered by Developer, or to be executed and delivered by Developer, pursuant to or in connection with to this Agreement, have been executed and delivered, or will be executed and delivered, by persons who are duly authorized to execute and deliver the same for and on behalf of Developer, and all actions required under Developer’s organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and all other documents or instruments executed and delivered by Developer, or to be executed and delivered by Developer, pursuant to or in connection with this Agreement, have been duly taken or will have been duly taken (to the extent such actions are required) as of the date of execution and delivery of such documents. (d) Valid and Binding Agreements. This Agreement and all other documents or instruments which have been executed and delivered by Developer or will be executed and delivered by Developer pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered, constitute legal, valid and binding obligations of Developer, enforceable in accordance with their respective terms, subject to laws affecting creditors’ rights and principles of equity.
(e) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement or any other documents or instruments executed and delivered by Developer, or to be executed or delivered by Developer, pursuant to or in connection with this Agreement, nor the performance of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency binding on Developer, or any provision of the organizational documents of Developer, or will conflict with or constitute a breach of or a default under any agreement to which Developer is a party, or will result in the creation or imposition of any lien upon any assets or property of Developer, other than liens established pursuant hereto. (f) Pending Proceedings. Developer is not in default under or in violation of any law or regulation or under any order of any court, board, commission or agency whatsoever, and to the current actual knowledge of Developer, there are no claims, actions, suits or proceedings pending or threatened against or affecting Developer or the Property, at law or in equity, before or by any court, board, commission or agency. Developer is not the subject of any bankruptcy or insolvency proceeding, and no general assignment or general arrangement for the benefit of creditors or the appointment of a trustee or receiver to take possession of all or substantially all of Developer’s assets has been made.

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2.2 Project Scope. The Project will include the acquisition of the Property, and the development, construction and operation of a 58 unit multi-family residential development, along with associated amenities, preservation of the Foss Creek watershed corridor, and wetlands mitigation on the Property, collectively hereinafter referred to as the “Improvements.”

2.3 Financing Plan. Consistent with the Evidence of Financing approved by City pursuant to the DDA, Developer’s plan for acquisition of the Property and construction and permanent financing for the Project (the “Financing Plan”), is attached hereto as Exhibit D.

The Financing Plan indicates all sources of funds necessary to pay, when due, the estimated costs of the Project, and includes documentary evidence that all such funds have been firmly committed by Developer, equity investors or lending institutions, subject only to commercially reasonable conditions.

ARTICLE III

ESCROW AND CLOSING

3.1 Escrow. City and Developer shall open escrow at the office of Old Republic Title Company located in Oakland, California, or such other title company as the Parties may agree upon (“Title Company” or “Escrow Agent”) in order to consummate the closing of escrow for the transactions contemplated hereby.

3.2 Costs of Closing and Escrow. Developer shall pay all title insurance premiums for policies Developer elects to purchase in connection with the acquisition of the Property and the financing of the Project. Developer shall pay, or cause to be paid, all recording fees, transfer taxes, escrow fees and closing costs incurred in connection with the acquisition of the Property and the financing of the Project. Developer shall pay for the cost of any lender’s policy of title insurance that City elects to acquire in connection with the transactions contemplated hereby.

City and Developer shall provide Escrow Agent with a copy of this Agreement, which together with such supplemental instructions as City or Developer may provide and which are consistent with the intent of this Agreement or which are otherwise mutually agreed upon by City and Developer shall serve as escrow instructions for the Closing.

3.3 Closing. The Closing Date shall be a date that is mutually acceptable to the Parties and shall occur simultaneously with the Closing related to the Property under the DDA.

Prior to the Close of Escrow, Developer shall deposit into escrow the City Documents to which Developer is a party, executed and acknowledged as applicable, and Developer’s share of closing costs. Provided that all conditions precedent to Close of Escrow have been satisfied or waived, City shall deposit into escrow executed copies of the City Documents to which City is a party, and shall deposit into escrow Loan Proceeds in the agreed-upon amount as set forth in a settlement statement approved by City’s Authorized Representative. On the Closing Date the Escrow Agent shall cause the Deed of Trust and the Regulatory Agreement to be recorded in the Official Records.

3.4 City’s Conditions to Closing. City’s obligation to fund the Loan and disburse the Loan Proceeds is conditioned upon the satisfaction of all of all of the requirements set forth in Item 9.a
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each subsection of this Section 3.4 unless any such condition is waived in writing by City acting in the discretion of City’s Authorized Representative.
(a) No Default. There shall exist no condition, event or act which would constitute a breach or default under this Agreement or any other City Document, or which, upon the giving of notice or the passage of time, or both, would constitute such a breach or default. (b) Representations. All representations and warranties of Developer contained herein or in any other City Document or certificate delivered in connection with the transactions contemplated by this Agreement shall be true and correct in all material respects as of the Close of Escrow.
(c) Due Authorization and Good Standing. Developer shall have delivered to City each of the following: (a) a certified resolution indicating that Developer’s governing board has authorized the transactions contemplated by this Agreement and that the persons executing the City Documents on behalf of Developer have been duly authorized to do so; (b) copies of Developer’s operating agreement and articles of organization filed with the California Secretary of State; and (c) verification of Developer’s sole member’s tax-exempt status. (d) Subordination and Intercreditor Agreement. Developer, City and each party providing financing for the Project, including without limitation, Developer’s conventional lender and any public agency providing financing, shall have executed and deposited into escrow for recordation, an intercreditor/subordination agreement that addresses, inter alia (i) the lien priority of each lender’s deed of trust and regulatory agreement (if applicable), (ii) notice of default and cure rights, and (iii) restrictions upon modification of loan documents without consent of the other lenders.
(e) Execution, Delivery and Recordation of Documents. Developer shall have executed, acknowledged as applicable, and delivered to City this Agreement, and all other documents required in connection with the transactions contemplated hereby, including without limitation the promissory note substantially in the form attached hereto as Exhibit B (the “Note”), a deed of trust substantially in the form attached hereto as Exhibit C (the “Deed of Trust”), and an Affordable Housing Agreement and Declaration of Restrictive Covenants substantially in the form attached as Attachment No 6 to the DDA (the “Regulatory Agreement”). Concurrently with the Closing, the Deed of Trust and the Regulatory Agreement shall be recorded in the Official Records.
(f) Mechanics’ Liens. Developer’s delivery to City of evidence reasonably satisfactory to City that there are no mechanics’ liens or stop notices related to the Property or the Project, and Developer’s provision to City of full waivers or releases of lien clams if required by City. Alternatively, the Title Company shall provide a commitment to insure over mechanics’ liens in the Lender’s Title Policy.
(g) Lender’s Title Policy. The Title Company shall, upon payment of the premium therefor, be committed to issue an ALTA Lender’s Policy of Title Insurance for the benefit and protection of City (“Lender’s Title Policy”) in the amount of the Loan, insuring that Item 9.a
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the lien of the Deed of Trust and the Regulatory Agreement are subject only to title exceptions and such other defects, liens, conditions, encumbrances, restrictions, easements and exceptions as City may reasonably approve in writing (collectively, “City’s Permitted Exceptions”), showing title to the Property vested in Developer, and containing such endorsements as City may reasonably require, with the cost of such Lender’s Title Policy to be paid by Developer. (h) Insurance; Payment and Performance Bonds. Developer shall have provided evidence satisfactory to City that Developer has obtained insurance coverage meeting the requirements set forth in Article XI, and shall have provided to City copies of payment bonds and performance bonds pursuant to Section 205.1 (b) of the DDA. (i) Closing of the Loan. The Parties intend that closing for the Loan will occur concurrently with the Closing related to the Property under the DDA. (j) Payment of Fees. Developer shall have paid when due all fees and charges payable in connection with the processing of all applicable City permits and approvals. (k) Settlement Statement. City shall have received a settlement statement showing closing costs, and all other amounts paid through escrow.

3.5 Developer’s Conditions to Closing. Developer’s obligation to proceed with the Closing is subject to the satisfaction or Developer’s waiver of the following conditions:
(a) No Default. City shall not be in default under the terms of this Agreement, and all representations and warranties of City contained herein shall be true and correct in all material respects;
(b) Execution of Documents. City shall have executed and acknowledged the Regulatory Agreement, and all other City Documents to which the City is a party, and shall have delivered such documents into escrow; and
(c) Owner’s Title Policy. The Title Company shall, upon payment of the premium therefor, be ready to issue an Owner's Title Insurance Policy for the benefit and protection of Developer ("Owner’s Title Policy") showing title to the Property vested in Developer, subject only to Developer’s Permitted Exceptions and containing such endorsements as Developer may reasonably require, with the cost of such Owner’s Title Policy to be paid by Developer.

ARTICLE IV

CITY FINANCIAL ASSISTANCE

4.1 Loan and Note. City agrees to provide the Loan to Developer in the principal amount of One Million and no/100ths Dollars ($1,000,000.00), upon the terms and conditions and for the purposes set forth in this Agreement (the “Loan”). The Loan shall be evidenced by the Note which shall be dated as of the Closing Date and executed by Developer substantially in the form attached hereto as Exhibit B. Provided that Developer has complied with all conditions Item 9.a
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precedent to disbursement of the Loan set forth in Sections 3.4, the proceeds of the Loan (the “Loan Proceeds”) shall be disbursed at Closing pursuant to a settlement statement provided by the Escrow Agent and approved in writing by City.

4.2 Interest Rate; Payment Dates; Cost Savings; Maturity Date. The principal balance of the Note outstanding from time to time will bear interest at a rate equal to three percent (3%) simple annual interest commencing upon the date of disbursement, with residual receipts payments due on an annual basis during the fifty-five (55) year term of the note, and the entire balance shall be due and payable in full at the end of the 55-year term of the Regulatory Agreement.

Notwithstanding the foregoing, the City shall have the right to accelerate the Maturity Date and declare all sums payable under the Note immediately due and payable upon the expiration of all applicable cure periods following the occurrence of an Event of Developer Default.

4.3 Security. As security for repayment of the Note, Developer shall execute the Deed of Trust in favor of City as beneficiary pursuant to which City shall be provided a lien against the Property and the Improvements. The Deed of Trust shall be dated as of the Closing Date, shall be substantially in the form attached hereto as Exhibit C, and shall be recorded in the Official Records on the Closing Date. The Deed of Trust may be subordinated only to such liens and encumbrances consistent with the Financing Plan approved by the City.

4.4 Prepayment; Acceleration.
(a) Prepayment. Developer shall have the right to prepay the Loan at any time and from time to time, without penalty or premium, provided that any prepayment of principal must be accompanied by interest accrued but unpaid to the date of prepayment.

Prepayments shall be applied first to accrued but unpaid interest and then to principal. Any such prepayment shall have no effect upon Developer’s obligations under the Regulatory Agreement which shall survive for the full term of the Regulatory Agreement. (b) Due on Violation of the Regulatory Agreement, And Due on Sale; Encumbrance or Refinancing Of the Property. Unless City agrees otherwise in writing, the entire unpaid principal balance and all interest and other sums accrued under the Note shall be due and payable upon any of the following events, following the expiration of applicable notice and cure periods: (A) a violation by Developer of any of the terms, conditions or requirements under the Regulatory Agreement at any time during the term of the Regulatory Agreement; or (B) the Transfer (as defined in Section 605 (d) of the DDA), absent the prior written consent of City, of all or any part of, or interest in, the Project or the Property (including without limitation, upon the refinancing of permanent financing for the Project) other than a Transfer permitted without City consent pursuant to this Agreement or the DDA.
(c) Default. The City shall have the right to accelerate the Maturity Date and declare all sums payable under the Note immediately due and payable upon the expiration of all applicable cure periods following the occurrence of an Event of Developer Default.

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4.5 Disbursement and Use of Loan Proceeds. The Parties agree that City shall disburse the Loan Proceeds only for the purpose of funding Project as provided for in this Agreement.

4.6 No Obligation to Disburse Proceeds upon Default. Notwithstanding any other provision of this Agreement, the City shall have no obligation to disburse or authorize the disbursement of any portion of the Loan Proceeds following:
(i) the failure of any of Developer’s representations and warranties made in this Agreement or in connection with the Loan to be true and correct in all material respects when made; or
(ii) the occurrence of an Event of Developer Default under any City Document which remains uncured beyond any applicable cure period, or the existence of any condition, event or act which upon the giving of notice or the passage of time or both would constitute an Event of Developer Default under any City Document.

ARTICLE V

CONSTRUCTION OF THE PROJECT

5.1 Construction Schedule. Subject to Force Majeure, Developer shall commence the construction of the Project no later than October 20, 2025, and shall diligently prosecute the completion of the construction of the Project within twenty four (24) months following commencement, with completion targeted for no later than October 1, 2027. Developer shall use diligent and commercially reasonable efforts to perform Developer’s obligations under this Agreement within the time periods set forth herein, subject to Force Majeure and the City’s issuance of permits and approvals, Developer’s failure to commence or complete the construction of the Project in accordance with the time periods specified in this Section 5.1 shall be an Event of Developer Default hereunder.

5.2 Cost of Acquisition of Property and Construction of the Project. Except as expressly set forth herein, Developer shall be solely responsible for all direct and indirect costs and expenses incurred in connection with the acquisition of the Property, including without limitation appraisal fees, title reports and any environmental assessments Developer elects to undertake. All costs of the construction of the Project and compliance with all applicable laws and permits in connection therewith, shall be borne solely by Developer and shall not be an obligation of the City.

5.3 Project Approvals. Developer acknowledges that execution of this Agreement by City does not constitute City approval for the purpose of the issuance of any permits, does not limit in any manner the discretion of City in such approval process, and does not relieve Developer from the obligation to apply for and obtain from City and all other agencies with jurisdiction over the Property, all necessary approvals, entitlements, and permits for the construction of the Project, including without limitation, the approval of architectural plans, and the approval of the Project in compliance with CEQA and if applicable, NEPA, nor does it limit in any manner the discretion of the City or any other agency in the approval process. Developer Item 9.a
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shall pay when due all customary and reasonable fees and charges in connection with the processing of all applicable permits and approvals. Developer shall not commence any construction of the Project prior to issuance of all permits required for such work.

5.4 Design Review; Conditions of Approval. Developer has submitted Project site plans and design documents, including elevations and schematic drawings to City for its review and approval, which has been granted as more particularly set forth in the DDA. Developer shall complete the construction of the Project in accordance with the terms and conditions of this Agreement and in compliance with the approved site plan and design documents and the terms and conditions of all approvals, entitlements and permits that the City or any other governmental body or agency with jurisdiction over the Project or the Property has granted or issued as of the date hereof or may hereafter grant or issue in connection with the construction of the Project, including without limitation, all mitigation measures imposed in connection with environmental review of the Project and all conditions of approval imposed in connection with any entitlements, approvals or permits, if any (all of the foregoing approvals, entitlements, permits, mitigation measures and conditions of approval are hereafter collectively referred to as the “Conditions of Approval”).

5.5 Fees. Developer shall be solely responsible for, and shall promptly pay when due, all customary and usual fees and charges of City and all other agencies with jurisdiction over development of the Property in connection with obtaining any and all permits and other approvals for the Project, including without limitation, those related to the processing and consideration of amendments, if any, to the current entitlements, any related approvals and permits, environmental review, architectural review, historic review, and any subsequent approvals for the Project.

5.6 Construction Plans. Developer shall submit to City’s Building Department detailed construction plans for the construction of the Project (the “Construction Plans”). As used herein “Construction Plans” means all construction documents upon which Developer and Developer’s contractors shall rely in completing the rehabilitation and repairs on the Project.

5.7 Construction Pursuant to Plans. Developer shall complete the construction of the Project in accordance with the approved Construction Plans, the Conditions of Approval, and all other permits and approvals granted by the City pertaining to the Project. Developer shall comply with all directions, rules and regulations of any fire marshal, health officer, building inspector or other officer of every governmental agency having jurisdiction over the Property or the Project. Each element of the rehabilitation and repair of the Project shall proceed only after procurement of each permit, license or other authorization that may be required for such element by any governmental agency having jurisdiction. All work on the Project shall be performed by licensed contractors, engineers or architects, as applicable.

5.8 Change in Construction Plans. If Developer desires to make any material change in the approved Construction Plans, Developer shall submit the proposed change in writing to the City for its written approval, which approval shall not be unreasonably withheld or delayed if the Construction Plans, as modified by any proposed change, conform to the requirements of this Agreement and any approvals issued by City after the Effective Date. Unless a proposed change Item 9.a
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is approved by City within ten (10) days, it shall be deemed rejected. If rejected, the previously approved Construction Plans shall continue to remain in full force and effect. Any change in the Construction Plans required in order to comply with applicable codes shall be deemed approved, so long as such change does not substantially nor materially change the architecture, design, function, use, or amenities of the Project as shown on the latest approved Construction Plans.

Nothing in this Section is intended to or shall be deemed to modify the City’s standard plan review procedures.

5.9 Rights of Access. For the purpose of ensuring that the construction of the Project is completed in compliance with this Agreement, Developer shall permit representatives of the City to enter upon the Property following 24 hours written notice (except in the case of emergency in which case such notice as may be practical under the circumstances shall be provided).

5.10 City Disclaimer. Developer acknowledges that the City is under no obligation, and the City neither undertakes nor assumes any responsibility or duty to Developer or to any third party, to in any manner review, supervise, or inspect the progress of construction or the operation of the Project. Developer and all third parties shall rely entirely upon its or their own supervision and inspection in determining the quality and suitability of the materials and work, the performance of architects, subcontractors, and material suppliers, and all other matters relating to the construction and operation of the Project. Any review or inspection undertaken by the City is solely for the purpose of determining whether Developer is properly discharging its obligations under this Agreement, and shall not be relied upon by Developer or any third party as a warranty or representation by the City as to the quality of the design or construction of the Project or otherwise.

5.11 Defects in Plans. The City shall not be responsible to Developer or to any third party for any defect in the Construction Plans or for any structural or other defect in any work done pursuant to the Construction Plans. To the greatest extent allowed by law, Developer shall indemnify, defend (with counsel approved by City) and hold harmless the Indemnitees (as defined in Section 5.13) from and against all Claims arising out of, or relating to, or alleged to arise from or relate to defects in the Construction Plans or defects in any work done pursuant to the Construction Plans whether or not any insurance policies shall have been determined to be applicable to any such Claims. Developer’s indemnification obligations set forth in this Section shall survive the expiration or earlier termination of this Agreement and the recordation of a Certificate of Completion. Developer’s indemnification obligations pursuant to this Section shall not extend to Claims arising solely from the gross negligence or willful misconduct of the Indemnitees, and are subject to the additional terms set forth in Section 11.2 below.

5.12 Equal Opportunity. There shall be no discrimination on the basis of race, color, religion, creed, sex, sexual orientation, marital status, ancestry or national origin in the hiring, firing, promoting or demoting of any person engaged in construction work on the Property, and Developer shall direct its contractors and subcontractors to refrain from discrimination on such basis.

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5.13 Prevailing Wage Requirements. If required by applicable federal and state law, Developer and its contractors, subcontractors and agents shall comply with California Labor Code Section 1720 et seq. and the regulations adopted pursuant thereto (all of the foregoing, “Prevailing Wage Laws”), and shall be responsible for carrying out the requirements of such provisions. If applicable, Developer shall submit to City a plan for monitoring payment of prevailing wages and at Developer’s expense shall implement such plan and comply with all applicable reporting and recordkeeping requirements.

To the greatest extent allowed by law, Developer shall indemnify, defend (with counsel approved by City) and hold the City and its elected and appointed officers, officials, employees, agents, consultants, and contractors (all of the foregoing, collectively, the “Indemnitees”) harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of prevailing wages (including without limitation, all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code Sections 1726 and 1781) or the requirement of competitive bidding in connection with the Project, the failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement, including but not limited to the Prevailing Wage Laws, or any act or omission of Developer related to this Agreement with respect to the payment or requirement of payment of prevailing wages or the requirement of competitive bidding, whether or not any insurance policies shall have been determined to be applicable to any such Claims. The provisions of this Section 5.13 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Completion for the Project. Developer’s indemnification obligations set forth in this Section shall not apply to Claims arising solely from the gross negligence or willful misconduct of the Indemnitees and are subject to the additional terms set forth in Section 11.2 below.

5.14 Compliance with Laws. Developer shall carry out and shall cause its contractors and subcontractors to carry out the construction of the Project in conformity with all applicable federal, state and local laws, rules, ordinances and regulations (“Applicable Laws”) including without limitation, all applicable federal and state labor laws and standards, applicable provisions of the California Public Contracts Code (if any), the City zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City's Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.. To the greatest extent allowed by law, Developer shall indemnify, defend (with counsel approved by City) and hold harmless the Indemnitees from and against any and all Claims arising in connection with the breach of Developer’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. Developer’s indemnification obligations set forth in this Section shall not apply to Claims arising solely from the gross negligence or willful misconduct of the Indemnitees. Developer’s defense and indemnification obligations set forth in this Section 5.15 Item 9.a
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shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Completion for the Project and shall be subject to the additional terms set forth in Section 11.2 below.

5.15 Liens and Stop Notices. Until the later of the date of reconveyance of the Deed of Trust or the expiration of the term of the Regulatory Agreement, Developer shall not allow to be placed on the Property or any part thereof any lien or stop notice on account of materials supplied to or labor performed on behalf of Developer. If a claim of a lien or stop notice is given or recorded affecting the Project or the Property or any part thereof, Developer shall within twenty (20) days of such recording or service: (a) pay and discharge (or cause to be paid and discharged) the same; or (b) effect the release thereof by recording and delivering (or causing to be recorded and delivered) to the party entitled thereto a surety bond in sufficient form and amount; or (c) provide other assurance satisfactory to City that the claim of lien or stop notice will be paid or discharged.

5.16 Right of City to Satisfy Liens on the Property. If Developer fails to satisfy or discharge any lien or stop notice on the Property or any part thereof pursuant to and within the time period set forth in Section 5.15 above, the City shall have the right, but not the obligation, to satisfy any such liens or stop notices at Developer’s expense and without further notice to Developer and all sums advanced by City for such purpose shall be part of the indebtedness secured by the Deed of Trust. In such event Developer shall be liable for and shall immediately reimburse City for such paid lien or stop notice. Alternatively, the City may require Developer to immediately deposit with City the amount necessary to satisfy such lien or claim pending resolution thereof. The City may use such deposit to satisfy any claim or lien that is adversely determined against Developer. Developer shall file a valid notice of cessation or notice of completion upon cessation of construction work on the Property for a continuous period of thirty (30) days or more, and shall take all other reasonable steps to forestall the assertion of claims or liens against the Property. The City may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the City deems necessary or desirable to protect its interest in the Property.

5.17 Insurance Requirements. Developer shall maintain and shall cause its contractors to maintain all applicable insurance coverage specified in Article XI.

ARTICLE VI

USE OF THE PROPERTY

6.1 Affordable Housing. Developer covenants and agrees for itself, its successors and assigns that the Property and the Improvements will be subject to recorded covenants that will restrict use of the Property to development of an affordable multi-family housing project, and that for a term of not less than fifty-five (55) years commencing upon the date the Project receives a certificate of occupancy or the equivalent, all of the residential units in the Project shall be available at Affordable Rents to Eligible Households, as defined in and in accordance with the terms hereof and the Regulatory Agreement.

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6.2 Maintenance. Developer shall at its own expense, maintain the Property and the Improvements, including the landscaping and common areas in good physical condition, in good repair, and in decent, safe, sanitary, habitable and tenantable living conditions in conformity with all Applicable Laws. Without limiting the foregoing, Developer agrees to maintain the Property and the Improvements (including without limitation, landscaping, driveways, parking areas, and walkways) in a condition free of all waste, nuisance, debris, unmaintained landscaping, graffiti, disrepair, abandoned vehicles/appliances, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the Property. Developer shall prevent and/or rectify any physical deterioration of the Improvements and shall make all repairs, renewals and replacements necessary to keep the Property and the Improvements in good condition and repair, reasonable wear and tear excepted.

6.3 Taxes and Assessments. Developer shall pay all real and personal property taxes, assessments and charges and all franchise, income, payroll, withholding, sales, and other taxes assessed against the Property or the Improvements, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property or Improvements; provided, however, Developer shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Developer exercises its right to contest any tax, assessment, or charge, the Developer, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest.

6.4 Obligation to Refrain from Discrimination. Developer covenants for itself and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall 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 Property or the Improvements, or part thereof, nor shall Developer or any person claiming under or through Developer 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 in, of, or for the Property or Improvements, or part thereof.

Developer shall include such provision in all deeds, leases, contracts and other instruments executed by Developer, and shall enforce the same diligently and in good faith.

All deeds, leases or contracts made or entered into by Developer, its successors or assigns, as to any portion of the Property or the Improvements shall contain the following language:
(a) In Deeds, the following language shall appear:
“(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a 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 Item 9.a
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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 property herein conveyed nor shall the grantee or any person claiming under or through the grantee 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 in the property herein conveyed. The foregoing covenant shall run with the land. “(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall 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 shall apply to paragraph (1).”
(b) In Leases, the following language shall appear:
“(1) The lessee herein covenants by and for the lessee and lessee’s heirs, personal representatives and assigns, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased.
“(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall 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 shall apply to paragraph (1).” (c) In Contracts pertaining to management of the Project, the following language shall appear:
“There shall 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, Item 9.a
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use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land.”

ARTICLE VII

ENVIRONMENTAL MATTERS

7.1 Developer’s Post-Closing Obligations. Developer hereby covenants and agrees that:
(1) Developer shall not knowingly permit the Property or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Material or otherwise knowingly permit the presence or release of Hazardous Material in, on, under, about or from the Property with the exception of limited amounts of cleaning supplies and other materials customarily used in construction, rehabilitation, use or maintenance of residential properties similar in nature to the Project, and used, stored and disposed of in compliance with Environmental Laws. (2) Developer shall keep and maintain the Property and each portion thereof in compliance with, and shall not cause or permit the Project or the Property or any portion of either to be in violation of, any Environmental Laws. (3) Upon receiving actual knowledge of the same, Developer shall immediately advise City in writing of: (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developer, or the Property pursuant to any applicable Environmental Laws; (ii) any and all claims made or threatened by any third party against the Developer or the Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Material; (iii) the presence or release of any Hazardous Material in, on, under, about or from the Property; or (iv) Developer’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Project classified as "Border Zone Property" under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in connection therewith, that may in any way affect the Property pursuant to any Environmental Laws or cause it or any part thereof to be designated as Border Zone Property. The matters set forth in the foregoing clauses (i) through (iv) are hereinafter referred to as "Hazardous Materials Claims").

The City shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claim. (4) Without the City’s prior written consent, which shall not be unreasonably withheld or delayed, Developer shall not take any remedial action in response to the presence of any Hazardous Material in, on, under, or about the Property (other than in emergency situations or as required by governmental agencies having jurisdiction in Item 9.a
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which case the City agrees to provide its consent), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claim. City shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys’ fees in connection therewith paid by Developer.

7.2 Environmental Indemnity. To the greatest extent allowed by law, Developer shall indemnify, defend (with counsel approved by City) and hold Indemnitees harmless from and against all Claims resulting, arising, or based directly or indirectly in whole or in part, upon (i) the presence, release, use, generation, discharge, storage or disposal of any Hazardous Material on, under, in or about the Property, or the transportation of any such Hazardous Material to or from, the Property, or (ii) the failure of Developer, Developer’s employees, agents, contractors, subcontractors, or any person acting on behalf of or as the invitee of any of the foregoing to comply with Environmental Laws, unless caused by the City’s active or passive negligence. The foregoing indemnity shall further apply to any residual contamination in, on, under or about the Property or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Material, and irrespective of whether any of such activities were or will be undertaken in accordance with Environmental Laws.

The provisions of this Section 7.2 shall be in addition to any and all other obligations and liabilities that Developer may have under applicable law, and each Indemnitee shall be entitled to indemnification under this Section without regard to whether City or that Indemnitee has exercised any rights against the Property or any other security, pursued any rights against any guarantor or other party, or pursued any other rights available under the City Documents or applicable law. Developer’s indemnification obligations set forth in this Section shall survive the expiration or earlier termination of this Agreement and the recordation of a Certificate of Completion, any repayment or discharge of the Loan, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of the Deed of Trust. Developer’s indemnification obligations pursuant to this Section shall not extend to Claims arising solely from the gross negligence or willful misconduct of the Indemnitees, and are subject to the additional terms set forth in Section 11.2 below.

7.3 Disclosure. Developer represents and warrants that except as disclosed to City in writing, as of the date hereof to the current actual knowledge of Developer’s principals: (i) the Property is free and has always been free of Hazardous Materials and is not and has never been in violation of any Hazardous Materials Law; (ii) there are no buried or partially buried storage tanks located on the Property; (iii) Developer has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have ever been in violation of any Hazardous Materials Law or informing Developer that the Property is subject to investigation or inquiry regarding Hazardous Materials on the Property or the potential violation of any Hazardous Materials Law; (iv) there is no monitoring program required by the Environmental Protection Agency or any other governmental agency concerning the Property; (v) no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stored on, under or at the Property, whether by accident, burying, drainage, or storage in containers, tanks, Item 9.a
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holding areas, or any other means; (vi) the Property has never been used as a dump or landfill; and (vii) Developer has disclosed to City all information, records, and studies in Developer’s possession or reasonably available to Developer relating to the Property concerning Hazardous Materials.

Developer hereby acknowledges and agrees that (i) this Section is intended as the City’s written request for information (and the Developer’s response) concerning the environmental condition of the Property as required by California Code of Civil Procedure Section 726.5(d)(2), and (ii) each representation and warranty in this Agreement or any of the other City Documents (together with any indemnity applicable to a breach of any such representation and warranty) with respect to the environmental condition of the property is intended by the City and the Developer to be an “environmental provision” for purposes of California Code of Civil Procedure Section 736.

7.4 City’s Rights. In the event that any portion of the Property is determined to be “environmentally impaired” (as that term is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an “affected parcel” (as that term is defined in California Code of Civil Procedure Section 726.5(e)(1)), then, without otherwise limiting or in any way affecting the City’s or the Trustee’s rights and remedies under the Deed of Trust, the City may elect to exercise its rights under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Property and (2) exercise (a) the rights and remedies of an unsecured creditor, including reduction of its claim against the Developer to judgment, and (b) any other rights and remedies permitted by law. For purposes of determining the City’s right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), the Developer shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant, or user of any portion of the Property and the Developer knew or should have known of the activity by such lessee, occupant, or user which caused or contributed to the release or threatened release. All costs and expenses, including (but not limited to) reasonable attorneys’ fees, incurred by the City in connection with any action commenced under this paragraph, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Property is environmentally impaired, plus interest thereon at the default rate specified in the Note, until paid, shall be added to the indebtedness secured by the Deed of Trust and shall be due and payable to the City upon its demand made at any time following the conclusion of such action.

7.5 No Limitation. Developer hereby acknowledges and agrees that Developer's duties, obligations and liabilities under this Agreement are in no way limited or otherwise affected by any information the City may have concerning the Property and/or the presence in, on, under or about the Property of any Hazardous Material, whether the City obtained such information from the Developer or from its own investigations.

7.6 Definitions.

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7.6.1 “Hazardous Material” means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined below) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “extremely hazardous waste”, infectious waste”, toxic substance”, toxic pollutant”, or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, or toxicity. The term “hazardous material” shall also include asbestos or asbestos-containing materials, radon, chrome and/or chromium, polychlorinated biphenyls, petroleum, petroleum products or by-products, petroleum components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable as fuel, perchlorate, and methy tert butyl ether, whether or not defined as a hazardous waste or hazardous substance in the Environmental Laws.

7.6.2 "Environmental Laws" means any and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance documents, judgments, governmental authorizations or directives, or any other requirements of governmental authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to the presence, release, generation, use, handling, treatment, storage, transportation or disposal of Hazardous Material, or the protection of the environment or human, plant or animal health, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. § 9601), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Porter-Cologne Water Quality Control Act (Cal. Water Code § 13000 et seq.), the Toxic Mold Protection Act (Cal. Health & Safety Code § 26100, et seq.), the Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code § 25249.5 et seq.), the Hazardous Waste Control Act (Cal. Health & Safety Code § 25100 et seq.), the Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code § 25500 et seq.), and the Carpenter-Presley-Tanner Hazardous Substances Account Act (Cal.

Health and Safety Code, Section 25300 et seq.).

ARTICLE VIII

LIMITATIONS ON CHANGE IN OWNERSHIP, MANAGEMENT

AND CONTROL OF DEVELOPER

8.1 Identity of Developer; Changes Only Pursuant to this Agreement. Developer and its principals have represented that they possess the necessary expertise, skill and ability to carry out the development of the Project pursuant to this Agreement. The qualifications, experience, financial capacity and expertise of Developer and its principals are of particular concern to the City. It is because of these qualifications, experience, financial capacity and expertise that the City has entered into this Agreement with Developer. No voluntary or involuntary successor, Item 9.a
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assignee or transferee of Developer shall acquire any rights or powers under this Agreement, except as expressly provided herein.

8.2 Prohibition on Transfer. Prior to the expiration of the term of the Regulatory Agreement, Developer shall not, except as expressly permitted by this Agreement, directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, encumbrance, assignment (including without limitation, any assignment for security purposes), or lease (collectively, “Transfer”) of the whole or any part of the Property, the Project, the Improvements, or this Agreement, without the prior written approval of City which approval shall not be unreasonably withheld. Any such attempt to assign this Agreement without the City’s consent shall be null and void and shall confer no rights or privileges upon the purported assignee. In addition to the foregoing, prior to the expiration of the term of the Regulatory Agreement, except as expressly permitted by this Agreement, Developer shall not undergo any significant change of ownership without the prior written approval of City.

For purposes of this Agreement, a “significant change of ownership” shall mean a transfer of the beneficial interest of more than forty-nine percent (49%) in aggregate of the present ownership and /or control of Developer, taking all transfers into account on a cumulative basis.

8.3 Permitted Transfers. Notwithstanding any contrary provision hereof, the prohibitions set forth in this Article shall not be deemed to prevent (each a ”Permitted Transfer”): (i) the granting of temporary easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to this Agreement; (iii) the lease of individual residences to tenants for occupancy as their principal residence in accordance with the Regulatory Agreement; (iv) assignments creating security interests for the purpose of financing the construction or permanent financing of the Project provided that such financing is provided by the lenders identified in the approved Financing Plan and is consistent with the terms set forth in the approved Financing Plan as it may be updated with City approval, and subject to the requirements of Article IX, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; (v) the transfer of limited partner interests in Developer; (vi) the removal and substitution of the general partner of Developer by the tax credit limited partner in accordance with Developer’s agreement of limited partnership; and (vii) the grant and exercise of an option and right of first refusal to an affiliate of Burbank pursuant to Section 42 of the Internal Revenue Code.

8.4 Requirements for Proposed Transfers. The City may, in the exercise of its sole discretion, consent to a proposed Transfer of this Agreement, the Property, the Improvements or part thereof if all of the following requirements are met (provided however, the requirements of this Section 8.4 shall not apply to Transfers described in Section 8.3):
(i) The proposed transferee demonstrates to the City’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete and manage the Project and to otherwise fulfill the obligations undertaken by the Developer under this Agreement; (ii) The Developer and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to effect any Transfer of all or any part of or interest in the Property, the Improvements or this Agreement together with such Item 9.a
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documentation of the proposed transferee’s qualifications and development capacity as the City may reasonably request;
(iii) The proposed transferee shall expressly assume all of the rights and obligations of the Developer under this Agreement and the other City Documents arising after the effective date of the Transfer and all obligations of Developer arising prior to the effective date of the Transfer (unless Developer expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Developer’s obligations pursuant to the Conditions of Approval and all other conditions, and restrictions set forth in this Agreement; (iv) The Transfer shall be effectuated pursuant to a written instrument satisfactory to the City in form recordable in the Official Records; and (v) If applicable, the final form of any financing, development services, joint venture, or partnership agreement, and any subsequent amendments of such agreements that affect the City’s economic interests under this Agreement or the City Documents, shall be subject to City’s review and approval.

Consent to any proposed Transfer may be given by the City’s Authorized Representative unless the City’s Authorized Representative, in his or her discretion, refers the matter of approval to the City Council. If the City has not rejected a proposed Transfer or requested additional information regarding a proposed Transfer in writing within forty-five (45) days following City’s receipt of written request by Developer, the proposed Transfer shall be deemed approved.

8.5 Effect of Transfer without City Consent.

8.5.1 In the absence of specific written agreement by the City, except for Permitted Transfers, no Transfer by Developer shall be deemed to relieve the Developer or any other party from any obligation under this Agreement.

8.5.2 It shall be an Event of Developer Default hereunder entitling City to pursue remedies including without limitation, termination of this Agreement and/or foreclosure under the Deed of Trust if without the prior written approval of the City, Developer assigns or Transfers this Agreement, the Improvements, or the Property or undertakes any other Transfer (including without limitation any assignment for security or encumbrance of the Property) in violation of Article VIII.

8.6 Recovery of City Costs. Within ten (10) days following City’s delivery to Developer of an invoice detailing such costs, Developer shall reimburse City for all City costs, including but not limited to reasonable attorneys’ fees, incurred in reviewing instruments and other legal documents proposed to effect a Transfer of this Agreement, the Property, or the Project, or part thereof, and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee.

ARTICLE IX

SECURITY FINANCING AND RIGHTS OF MORTGAGEES
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9.1 Mortgages and Deeds of Trust for Development. Mortgages and deeds of trust, or any other reasonable security instrument are permitted to be placed upon the Property only for the purpose of securing loans for the purpose of financing the acquisition of the Property, the design and construction of the Improvements, and other expenditures reasonably necessary for development of the Property pursuant to this Agreement. Developer shall not enter into any conveyance for such financing that is not contemplated in the Financing Plan as it may be updated with City approval, without the prior written approval of the City’s Authorized Representative or his or her designee. As used herein, the terms “mortgage” and “deed of trust” shall mean any security instrument used in financing real estate acquisition, construction and land development.

9.2 Subordination. The City agrees that City will not withhold consent to reasonable requests for subordination of the Deed of Trust to deeds of trust provided for the benefit of lenders providing financing for the Project that are identified in the approved Financing Plan as it may be updated with City approval, provided that the instruments effecting such subordination include reasonable protections to the City in the event of default, including without limitation, extended notice and cure rights and the rights set forth in Section 9.3 below, and provided that such instruments address the matters described in Section 3.4(d) to the extent applicable. The Regulatory Agreement shall be subject to the provisions of Section 405 of the DDA.

9.3 City Right to Cure Defaults. In the event of a breach or default by Developer under a mortgage or deed of trust secured by the Property or the Improvements, City may cure the default, without acceleration of the subject loan, following prior notice thereof to the holder of such instrument and Developer. In such event, Developer shall be liable for, and City shall be entitled to reimbursement from Developer for all costs and expenses incurred by City associated with and attributable to the curing of the default or breach and such sum shall constitute a part of the indebtedness secured by the City Deed of Trust.

9.4 Modifications to Agreement. City shall not unreasonably withhold its consent to modifications of this Agreement requested by Project lenders or investors provided such modifications do not alter City’s substantive rights and obligations under this Agreement.

9.5 Estoppel Certificates. Either Party shall, at any time, and from time to time, within fifteen (15) days after receipt of written request from the other Party, execute and deliver to such Party a written statement certifying that, to the knowledge of the certifying Party: (i) this Agreement is in full force and effect and a binding obligation of the Parties (if such be the case), (ii) this Agreement has not been amended or modified, or if so amended, identifying the amendments, and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing the nature of any such defaults.

ARTICLE X

DEFAULTS, REMEDIES AND TERMINATION

10.1 Event of Developer Default. The following events shall constitute an event of default on the part of Developer hereunder (“Event of Developer Default”):

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(a) Developer fails to commence or complete the construction of the Project within the time period set forth in Section 5.1, or subject to Force Majeure, abandons or suspends such work prior to completion for a period of thirty (30) days or more; (b) Developer fails to pay when due the principal and interest payable under the Note, and such failure continues for ten (10) days after City notifies Developer thereof in writing;
(c) A Transfer occurs, either voluntarily or involuntarily, in violation of Article VIII;
(d) Developer fails to comply with any of the terms, conditions and requirements of the Regulatory Agreement at any time during the term of the Regulatory Agreement;
(e) Developer fails to maintain insurance as required pursuant to this Agreement, and Developer fails to cure such default within ten (10) days; (f) Developer fails to pay prior to delinquency taxes or assessments due on the Property or the Improvements or fails to pay prior to delinquency any other charge that may result in a lien on the Property or the Improvements, and Developer fails to cure such default within twenty (20) days of the date of delinquency, but in all events prior to the date upon which the holder of any such lien has the right to foreclose thereon; (g) A default arises under any loan secured by a mortgage, deed of trust or other security instrument recorded against the Property and remains uncured beyond any applicable cure period such that the holder of such security instrument has the right to accelerate repayment of such loan;
(h) Any representation or warranty contained in this Agreement or in any application, financial statement, certificate or report submitted to the City in connection with this Agreement or Developer’s request for the Loan proves to have been incorrect in any material and adverse respect when made and continues to be materially adverse to the City; (i) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Developer or any general partner of an Approved Partnership that has acquired the Property or part thereof (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Developer or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Developer or any general partner of such Approved Partnership; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due;
(j) A court of competent jurisdiction shall have made or entered any decree or order (1) adjudging the Developer to be bankrupt or insolvent, (2) approving as properly filed a petition seeking reorganization of the Developer or seeking any arrangement for Developer Item 9.a
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under bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction, (3) appointing a receiver, trustee, liquidator, or assignee of the Developer in bankruptcy or insolvency or for any of its properties, or (4) directing the winding up or liquidation of the Developer, in each case if such decree, order, petition, or appointment is not removed or rescinded within sixty (60) days;
(k) Developer shall have assigned its assets for the benefit of its creditors (other than pursuant to a mortgage loan) or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within sixty (60) days after such event (unless a lesser time period is permitted for cure pursuant to paragraphs (h) or (i) above or pursuant to any other mortgage on the Property, in which event such lesser time period shall apply under this subsection as well) or prior to any sooner sale pursuant to such sequestration, attachment, or execution;
(l) The Developer shall have voluntarily suspended its business or Developer shall have been dissolved or terminated;
(m) An event of default arises under any City Document and remains uncured beyond any applicable cure period; or
(n) Developer defaults in the performance of any term, provision, covenant or agreement contained in this Agreement other than an obligation enumerated in this Section 10.1 and unless a shorter cure period is specified for such default, the default continues for ten (10) days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Developer; provided however, if the default is of a nature that it cannot be cured within thirty (30) days, an Event of Developer Default shall not arise hereunder if Developer commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence and in good faith to completion.

10.2 City Default. An event of default on the part of City (“Event of City Default”) shall arise hereunder if City fails to keep, observe, or perform any of its covenants, duties, or obligations under this Agreement, and the default continues for a period of sixty (60) days after written notice thereof from Developer to City, or in the case of a default which cannot with due diligence be cured within sixty (60) days, City fails to commence to cure the default within sixty (60) days of such notice and thereafter fails to prosecute the curing of such default with due diligence and in good faith to completion.

10.3 City’s Right to Terminate Agreement. If an Event of Developer Default shall occur and be continuing beyond any applicable notice and cure period, then City shall, in addition to other rights available to it under law or this Agreement, have the right to terminate this Agreement. If City makes such election, City shall give written notice to Developer, to the investor limited partner (if the Developer has provided the City in writing the notice address for such investor limited partner), and to any mortgagee entitled to such notice specifying the nature of the default and stating that this Agreement shall expire and terminate on the date specified in Item 9.a
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such notice, and upon the date specified in the notice, this Agreement and all rights of Developer under this Agreement, shall expire and terminate.

10.4 City’s Remedies and Rights upon an Event of Developer Default. Upon the occurrence of an Event of Developer Default and the expiration of any applicable cure period, City shall have all remedies available to it under this Agreement or under law or equity, including, but not limited to the following, and City may, at its election, without notice to or demand upon Developer, except for notices or demands required by law or expressly required pursuant to the City Documents, exercise one or more of the following remedies:
(a) Accelerate and declare the balance of the Note and interest accrued thereon immediately due and payable;
(b) Seek specific performance to enforce the terms of the Regulatory Agreement;
(c) Foreclose on the Property pursuant to the Deed of Trust; (d) Terminate this Agreement pursuant to Section 10.3; and (e) Pursue any and all other remedies available under this Agreement or under law or equity to enforce the terms of the City Documents and City’s rights thereunder.

Notwithstanding anything to the contrary contained herein, City shall provide a copy of any notice of default provided to Developer to the limited partner of Developer (if the Developer has provided the City in writing the notice address for such limited partner). The limited partner of Developer shall have the right, but not the obligation, to cure any Event of Default hereunder within the time periods set forth herein. Any cure tendered by the limited partner shall be accepted or rejected on the same basis as if tendered by Developer.

10.5 Developer’s Remedies upon an Event of City Default. Upon the occurrence of an Event of City Default, in addition to pursuing any other remedy allowed at law or in equity or otherwise provided in this Agreement, Developer may bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking to obtain any other remedy consistent with the purpose of this Agreement, and may pursue any and all other remedies available under this Agreement or under law or equity to enforce the terms of the City Documents and Developer’s rights thereunder.

10.6 Remedies Cumulative; No Consequential Damages. Except as otherwise expressly stated 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 shall not preclude the exercise by it, at the same or different time, of any other rights or remedies for the same or any other default by the other Party. Notwithstanding any contrary provision of this Agreement, a Party’s right to recover damages in the event of a default shall be limited to actual damages and shall exclude consequential damages.

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10.7 Inaction Not a Waiver of Default. No failure or delay by either Party in asserting any of its rights and remedies as to any default shall operate as a waiver of such default or of any such rights or remedies, nor deprive either Party of its rights to institute and maintain any action or proceeding which it may deem necessary to protect, assert or enforce any such rights or remedies in the same or any subsequent default.

10.8 Construction Plans. If this Agreement is terminated by the City as a result of an Event of Developer Default, the Developer, at no cost to the City, shall deliver to the City copies of all construction plans and studies in the Developer's possession or in the possession of the Developer' s consultants related to development of the Project on the Property, including without limitation, the Construction Plans, without warranty, subject only to the rights of senior lenders identified in the Financing Plan as it may be updated with City approval and subject to any limitations on reliance by third parties contained in any contracts with the preparers of such plans and studies. If the City utilizes the Construction Plans or studies (including providing the Construction Plans and studies to another party for its use), the City shall indemnify, defend and hold harmless the Developer for any claims arising from such use.

ARTICLE XI

INDEMNITY AND INSURANCE

11.1 Indemnity. To the greatest extent allowed by law, Developer shall indemnify, defend (with counsel approved by City) and hold the Indemnitees harmless from and against any and all Claims arising directly or indirectly, in whole or in part, as a result of or in connection with the development, construction, improvement, operation, ownership or maintenance of the Project or the Property, or any part thereof by Developer or Developer’s contractors, subcontractors, agents, employees or any other party acting for or on behalf of Developer, or otherwise arising out of or in connection with Developer’s performance or failure to perform under this Agreement, including without limitation, Claims arising or alleged to have arisen in connection with any violation of Applicable Laws in connection with the development, operation or management of the Project. Developer’s indemnification obligations under this Section 11.1 shall not extend to Claims resulting solely from the gross negligence or willful misconduct of Indemnitees and are subject to the additional terms set forth in Section 11.2 below. The provisions of this Section 11.1 shall survive the expiration or earlier termination of this Agreement.

11.2 Terms Applicable to Indemnity Provisions. The terms set forth in this Section

11.2 shall apply to all provisions of this Agreement that pertain to Developer’s obligations to indemnify City and the other Indemnitees, including without limitation, Sections 5.11, 5.14,

5.15, 6.3, 7.2, 11.1, and 12.1. In connection with each such provision, all of the following shall apply:

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(a) City does not and shall not waive any rights against Developer that it may have by reason of any indemnity and hold harmless provision set forth in this Agreement because of the acceptance by City, or the deposit with City by Developer, of any of the insurance policies described in this Agreement.
(b) Developer’s obligation to indemnify the Indemnitees shall not be limited or impaired by any of the following: (i) any amendment or modification of any City Document; (ii) any extensions of time for performance required by any City Document; (iii) any provision in any of the City Documents limiting City’s recourse to the Property, or limiting the personal liability of Developer, or any other party for payment of all or any part of the Loan; (iv) the accuracy or inaccuracy of any representation and warranty made by Developer under this Agreement or by Developer or any other party under any City Document, (v) the release of Developer or any other person, by City or by operation of law, from performance of any obligation under any City Document; (vi) the release or substitution in whole or in part of any security for repayment of the Loan; and (vii) City’s failure to properly perfect any lien or security interest given as security for repayment of the Loan. (c) The obligations of Developer to indemnify the Indemnitees shall survive any repayment or discharge of the indebtedness evidenced by the Note, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of the Deed of Trust.

11.3 Liability, Workers Compensation, and Property Insurance. (a) Developer (and until issuance of the final certificate of occupancy or equivalent for the Project all contractors working on behalf of Developer on the Project) shall maintain a commercial general liability policy in the amount of Two Million Dollars ($2,000,000) each occurrence, Two Million Dollars ($2,000,000) annual aggregate, together with Three Million Dollars ($3,000,000) excess liability coverage, or such other policy limits as City may require in its reasonable discretion, including coverage for bodily injury, property damage, products, completed operations and contractual liability coverage; provided however, the coverage requirements for subcontractors shall be One Million Dollars ($1,000,000). Such policy or policies shall be written on an occurrence basis and shall name the Indemnitees as additional insureds.
(b) Developer (and until issuance of the final certificate of occupancy or equivalent for the Project all contractors working on behalf of Developer on the Project) shall maintain a comprehensive automobile liability coverage in the amount of Two Million Dollars ($2,000,000), combined single limit including coverage for owned and non-owned vehicles.

Automobile liability policies shall name the Indemnitees as additional insureds. (c) Developer (and if the Property has been transferred to an Approved Partnership, the general partners thereof) shall furnish or cause to be furnished to City evidence satisfactory to City that Developer (and if the Property has been transferred to an Approved Partnership, the general partners thereof), and any contractor with whom Developer (or an Approved Partnership) has contracted for the performance of work on the Property or otherwise pursuant to this Agreement carries statutory Workers’ Compensation insurance and Employer’s Item 9.a
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Liability insurance in a minimum amount of One Million Dollars ($1,000,000) per accident. (d) Prior to Closing and continuing until the completion of the rehabilitation and repairs on the Project, Developer and all contractors working on behalf of Developer shall maintain a policy of builder's all-risk insurance in an amount not less than the full insurable cost of the Project on a replacement cost basis naming City as loss payee. (e) Developer shall maintain property insurance covering all risks of loss (other than earthquake), including flood (if required) for 100% of the replacement value of the Project with deductible, if any, in an amount acceptable to City, naming City as loss payee. (f) Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance shall be placed with insurers with a current A.M. Best's rating of no less than A: VII. The Commercial General Liability and comprehensive automobile policies required hereunder shall name the Indemnitees as additional insureds.

Builder’s Risk and property insurance shall name City as loss payee as its interests may appear. (g) Prior to Closing, Developer shall furnish City with certificates of insurance in form acceptable to City evidencing the required insurance coverage and duly executed endorsements evidencing such additional insured status. The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material adverse change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material adverse change, cancellation, termination or non-renewal.

The additional insured endorsements for the general liability coverage shall use Insurance Services Office (ISO) Form No. CG 20 09 11 85 or CG 20 10 11 85, or equivalent, including (if used together) CG 2010 10 01 and CG 2037 10 01; but shall not use the following forms: CG 20 10 10 93 or 03 94. Upon request by City’s Risk Manager, Developer shall provide or arrange for the insurer to provide within thirty (30) days of the request, certified copies of the actual insurance policies or relevant portions thereof. (h) If any insurance policy or coverage required hereunder is canceled or reduced, Developer shall, within five (5) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, City may, without further notice and at its option, procure such insurance coverage at Developer’s expense, and Developer shall promptly reimburse City for such expense upon receipt of billing from City.
(i) Coverage provided by Developer shall be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by City, and the policies shall so provide. The insurance policies shall contain a waiver of subrogation for the benefit of the City. Developer shall furnish the required certificates and endorsements to City prior to the commencement of construction of the Project, and shall provide City with certified copies of the required insurance policies upon request of City.

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(j) Deductibles/Retentions. Any deductibles or self-insured retentions shall be declared to, and be subject to approval by, City’s Risk Manager. At the option of and upon request by City’s Risk Manager if the Risk Manager determines that such deductibles or retentions are unreasonably high, either the insurer shall reduce or eliminate such deductibles or self-insurance retentions as respects the Indemnitees or Developer shall procure a bond guaranteeing payment of losses and related investigations, claims administration and defense expenses.
(k) Adjustments. The limits of the liability coverage and, if necessary, the terms and conditions of insurance, shall be reasonably adjusted from time to time (not less than every five (5) years after the Effective Date nor more than once in every three (3) year period) to address changes in circumstances, including, but not limited to, changes in inflation and the litigation climate in California. Within thirty (30) days following City’s delivery of written notice of any such adjustments, Developer shall provide City with amended or new insurance certificates and endorsements evidencing compliance with such adjustments.

ARTICLE XII

MISCELLANEOUS PROVISIONS

12.1 No Brokers. Each Party warrants and represents to the other that no person or entity can properly claim a right to a real estate commission, brokerage fee, finder’s fee, or other compensation with respect to the transactions contemplated by this Agreement. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. The terms of this Section shall survive the close of escrow and the expiration or earlier termination of this Agreement.

12.2 Enforced Delay; Extension of Times of Performance. The time for performance of provisions of this Agreement by either Party shall be extended for a period equal to the period of any delay directly affecting the Project or this Agreement which is caused by war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of a public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, suits filed by unrelated third parties concerning or arising out of this Agreement or unseasonable weather conditions (“Force Majeure”). An extension of time for any of the above-specified causes will be deemed granted only if written notice by the Party claiming such extension is sent to the other Party within ten (10) calendar days from the commencement of the cause.

Times of performance under this Agreement may also be extended in writing by the mutual agreement of Developer and City (acting in the discretion of the City’s Authorized Representative unless he or she determines in his or her discretion to refer such matter to the City Council). City and Developer acknowledge that, notwithstanding any contrary provision of this Agreement, adverse changes in economic conditions, either of the affected Party specifically or the economy generally, changes in market conditions or demand, and/or inability to obtain financing to complete the Project shall not constitute grounds of enforced delay pursuant to this Section. Each Party expressly assumes the risk of such adverse economic or market changes Item 9.a
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and/or financial inability, whether or not foreseeable as of the Effective Date.

12.3 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement or any other City Document shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service.

City: City of Healdsburg
401 Grove Street
Healdsburg, CA 95448-4723
Attention: City Manager
With a copy to:

Burke, Williams & Sorensen, LLP
1901 Harrison Street, 9th floor
Oakland, CA 94612
Attention: Samantha W. Zutler, Esq.

Developer: c/o Burbank Housing Development Corporation
1425 Corporate Center Parkway
Santa Rosa, CA 95407
Fax: (707) 526-9782
Attention: Lawrance Florin

12.4 Attorneys’ Fees. If either Party fails to perform any of its obligations under this Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation of any provision hereof, then the prevailing Party in any proceeding in connection with such dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys’ fees and disbursements.

12.5 Waivers; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving Party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the Party granting the extension. This Agreement may be amended or modified only by a written instrument executed by the Parties.

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12.6 Binding on Successors. Subject to the restrictions on Transfers set forth in Article VIII, this Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement or under law.

12.7 Survival. All representations made by Developer hereunder and Developer’s obligations pursuant to Sections 5.11, 5.14, 5.15, 6.3, 7.2, 11.1 and 12.1 shall survive the expiration or termination of this Agreement.

12.8 Headings; Interpretation; Statutory References. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement.

The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. All references in the City Documents to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of Healdsburg shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject.

12.9 Action or Approval. Whenever action and/or approval by City is required under this Agreement, the City’s Authorized Representative or his or her designee may act on and/or approve such matter unless specifically provided otherwise, or unless the City’s Authorized Representative determines in his or her discretion that such action or approval requires referral to City Council for consideration.

12.10 Entire Agreement. This Agreement, including Exhibits A through D attached hereto and incorporated herein by this reference, together with the other City Documents contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof. If the Exhibits to this Agreement are inconsistent with this Agreement, the more restrictive requirements shall control, as determined by the City’s Authorized Representative. In the event of a conflict between this Agreement and the other City Documents, the more restrictive requirements shall control, as determined by the City’s Authorized Representative.

12.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Party. Any executed counterpart of this Agreement may be delivered to the other Party by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered.

12.12 Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement Item 9.a
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shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability.

12.13 No Third Party Beneficiaries. Except as expressly set forth herein, nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.

12.14 Parties Not Co-Venturers; Independent Contractor; No Agency Relationship.

Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of Developer and City is and shall remain solely that of a debtor and a creditor, and shall not be construed as a joint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Developer (except as expressly provided in this Agreement) or to any third party with respect to the Project or the Loan. Developer and its employees are not employees of City but rather are, and shall always be considered independent contractors.

Furthermore, Developer and its employees shall at no time hold themselves out as employees or agents of City. Except as City may specify in writing, Developer shall not have any authority to act as an agent of City or to bind City to any obligation.

12.15 Time of the Essence; Calculation of Time Periods. Time is of the essence for each condition, term, obligation and provision of this Agreement. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a business day, in which event the period shall run until the next business day. The final day of any such period shall be deemed to end at 5:00 p.m., local time at the Property. For purposes of this Agreement, a “business day” means a day that is not a Saturday, Sunday, a federal holiday or a state holiday under the laws of the State of California.

12.16 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Sonoma County, California or in the Federal District Court for the Northern District of California.

12.17 Inspection of Books and Records. Upon request, Developer shall permit the City to inspect at reasonable times and on a confidential basis those books, records and all other documents of Developer necessary to determine Developer’s compliance with the terms of this Agreement.

12.18 Political Activity. None of the funds, materials, property or services contributed by City to Developer under this Agreement shall be used for any partisan political activity or the election or defeat of any candidate for public office.

12.19 Non-Liability of City Officials, Employees and Agents. No member, official, employee or agent of the City shall be personally liable to the Developer in the event of any Item 9.a
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default or breach by the City or for any amount which may become due to the Developer or its successor or on any obligation under the terms of this Agreement.

12.20 Conflict of Interest.
(a) Except for approved eligible administrative or personnel costs, no person described in subsection (b) below who exercises or has exercised any functions or responsibilities with respect to the activities funded pursuant to this Agreement or who is in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during, or at any time after, such person’s tenure. The Developer shall exercise due diligence to ensure that the prohibition in this Section is followed.
(b) In accordance with Government Code Section 1090 and the Political Reform Act, Government Code Section 87100 et seq., no person who is a director, officer, partner, trustee or employee or consultant of the Developer, or immediate family member of any of the preceding, shall make or participate in a decision, made by the City or a City board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or the Developer.

Interpretation of this Section shall be governed by the definitions and provisions used in the Political Reform Act, Government Code Section 87100 et seq., its implementing regulations manual and codes, and Government Code Section 1090.

SIGNATURES ON FOLLOWING PAGE(S).

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IN WITNESS WHEREOF, the Parties have entered into this Affordable Housing Loan Agreement effective as of the date first written above.

CITY:

CITY OF HEALDSBURG,
a California municipal corporation
By: _______________________________
Jeff Kay
City Manager
ATTEST:

By:__________________________
Raina Allan, City Clerk
APPROVED AS TO FORM:

By: _________________________
Samantha W. Zutler, City Attorney
DEVELOPER:

DRY CREEK COMMONS L.P.,
a California limited partnership
By: BHDC Dry Creek Commons, LLC, a
California limited liability company, its
Managing General Partner
By: Burbank Housing Development Corporation,
a California nonprofit public benefit corporation,
its sole member and manager
By: __________________________________________
Lawrance Florin, Chief Executive Officer
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ACKNOWLEDGEMENT, WAIVER, RELEASE AND CONSENT TO

ASSIGNMENT OF FUNDING COMMITMENT
Burbank Housing Development Corporation, a California non-profit public benefit corporation (“Burbank”) hereby transfers, assigns, releases and quitclaims all right, title and interest in and to the Funding Commitment to Dry Creek Commons L.P., a California limited partnership (“Developer”) and hereby acknowledges and consents to the execution and delivery of this Affordable Housing Loan Agreement (the “Agreement”) by and between the City of Healdsburg, a California municipal corporation (“City”), and Developer. Accordingly, Burbank hereby waives and releases any and all claims to the Funding Commitment and this Agreement as against City and Developer.

Burbank Housing Development Corporation,
a California nonprofit public benefit corporation
By:__________________________________________
Lawrance Florin, Chief Executive Officer
Date: ___________________________, 2025
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Exhibit A

LEGAL DESCRIPTION OF THE PROPERTY
The land referred to is situated in the County of Sonoma, City of Healdsburg, State of California, and is described as follows:

Excepting therefrom all that portion described in the deed to the County of Sonoma, dated August 12, 1961 and recorded November 7, 1961 in Book 1857 of Official Records, Page 354, Serial No. G-71491.

APN: 089-071-002
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Exhibit B

FORM OF PROMISSORY NOTE
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Exhibit C

FORM OF DEED OF TRUST
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D-1
Exhibit D
DEVELOPER’S FINANCING PLAN
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EXHIBIT B
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PROMISSORY NOTE
(Dry Creek Commons Project)
$1,000,000.00 Healdsburg, California
September ____, 2025
FOR VALUE RECEIVED, Dry Creek Commons L.P., a California limited partnership (“Borrower”), promises to pay to the City of Healdsburg, a California municipal corporation (the “City”), in lawful money of the United States of America the principal sum of One Million and 00/100 Dollars ($1,000,000.00) , together with interest on the outstanding principal balance in accordance with the terms and conditions described herein. Interest shall accrue on the principal balance of this Note outstanding from time to time at the rate of three percent (3%) simple annual interest. Interest shall be calculated on the basis of a year of 365 days, and charged for the actual number of days elapsed.

This Promissory Note (this “Note”) has been executed and delivered pursuant to and in accordance with that certain Affordable Housing Loan Agreement dated September ____, 2025, and executed by and between Borrower and City (the “Agreement”), wherein City agreed to provide Borrower with Financing (the “Loan”), and is subject to the terms and conditions of the Agreement, which is by this reference incorporated herein and made a part hereof. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.

This Note is secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (“Deed of Trust”) dated as of the date hereof, executed by Borrower as trustor for the benefit of City, and encumbering the property described therein. City shall be entitled to the benefits of the security provided by the Deed of Trust and shall have the right to enforce the covenants and agreements contained herein, in the Deed of Trust, and in that certain Affordable Housing Agreement and Declaration of Restrictive Covenants dated as of the date hereof, executed by and between City and Borrower and recorded in the Official Records of Sonoma County (the “Regulatory Agreement”). The rent restrictions and other requirements set forth in the Regulatory Agreement shall remain effective for the full term of the Regulatory Agreement and shall survive the repayment of this Note. Collectively, the Agreement, Regulatory Agreement, Note, Deed of Trust, Disposition and Development Agreement, and Assignment and Assumption of Funding Commitment may be referred to herein as the “City Documents”.

1. PAYMENTS.

1.1 ANNUAL PAYMENT DATES: MATURITY DATE. Annual payments toward principal and interest accrued on this Note shall be payable on a residual receipts basis with the Proportional Share of fifty percent (50%) of all Surplus Cash (defined below) payable to City as described below. Payments shall be credited first to any unpaid late charges and other costs and fees then due, then to accrued interest, and then to principal. In no event shall any amount due under this Note become subject to any rights, offset, deduction or counterclaim on the part of Borrower. The entire outstanding principal balance of this Note, together with interest accrued Item 9.a
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thereon and all other sums accrued hereunder shall be payable in full on the date (the “Maturity Date”) which is the fifty-fifth (55th) anniversary of the date upon which the Certificate of Completion is recorded against the Site pursuant to the terms of the Agreement and Regulatory Agreement.

1.2 ANNUAL PAYMENTS FROM SURPLUS CASH. By not later than October 1 of each year following the year of the City’s recording of the Certificate of Completion against the Site, Borrower shall pay to City its Proportional Share, reflected as a percentage as defined herein, of all Surplus Cash generated by the Project during the previous calendar year to reduce the indebtedness owed under this Note. “Proportional Share” shall mean the percentage arrived at by dividing the principal amount of this Note by the sum of the principal amount of this Note plus the principal amount of all other loans extended to Borrower by City, State of California Department of Housing and Community Development, and the County of Sonoma for the Project.

No later than August 30 of each year following the year of the City’s recording of the Certificate of Completion against the Site, Borrower shall provide to City Borrower’s calculation of Surplus Cash for the previous calendar year, accompanied by such supporting documentation as City may reasonably request, including without limitation, an independent audit prepared for the Project by a certified public accountant in accordance with generally accepted accounting principles. The annual report shall include an accounting of deposits to and withdrawals from the Project replacement, operating, and other reserves. City shall have the right to inspect and audit Borrower’s books and records concerning the calculation of Surplus Cash, and to object within sixty (60) days from receipt of Borrower's report. Failure to timely object shall be deemed acceptance of the report. If City does object, City shall specify the reasons for its disapproval, and Borrower shall have thirty (30) days to reconcile any disapproved item. If Borrower and City cannot agree on the amount of Surplus Cash, an independent auditor mutually selected by Borrower and City shall resolve any disputed items. The cost of the auditor shall be paid by Borrower.

No later than November 1 of each year following City’s recording of the Certificate of Completion against the Site, Borrower shall provide to City a proposed budget for the following calendar year which shall include an estimate of Surplus Cash. City will review the proposed budget and, if acceptable, approve it, which approval shall not be unreasonably withheld, provided, however, if the proposed budget has not been rejected by City within 30 days of receipt, City shall be deemed to have accepted the budget. If the budget is not acceptable, City shall specify the reasons for disapproval. Once approved, any changes to the budget for discretionary items that exceed ten percent (10%) of the total budget shall require City's prior written consent, which consent shall not be unreasonably withheld.

1.2.1 “Surplus Cash” shall mean for each calendar year during the term hereof, the amount by which Gross Revenue (defined below) exceeds Annual Operating Expenses (defined below) for the Project. Surplus Cash shall also include net cash proceeds realized from any sale of the Project and any refinancing of permanent loans for the Project, less fees and closing costs reasonably incurred in connection with such sale or refinancing, and any Cityapproved uses of the net cash proceeds of the sale or refinancing.

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1.2.2 “Gross Revenue” shall mean for each calendar year during the term hereof, all revenue, income, receipts and other consideration actually received from the operation and leasing of the Project. Gross Revenue shall include, but not be limited to: all rents, fees and charges paid by tenants; Section 8 payments and other rental subsidy payments received for the dwelling units; deposits forfeited by tenants; all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreements; proceeds from vending and laundry room machines; the proceeds of business interruption or similar insurance; the proceeds of casualty insurance not required to be paid to the holders of Approved Senior Loans (defined below) (provided however, expenditure of such proceeds for repair or restoration of the Project shall be included within Annual Operating Expenses in the year of the expenditure, and with City’s written consent, proceeds of casualty insurance may be excluded from Gross Revenue until the year such proceeds will be expended for repair or restoration of the Project provided that Borrower provides adequate assurance that such proceeds will be expended for such purposes); condemnation awards for a taking of part or all of the Property or the Project for a temporary period; and the fair market value of any goods or services provided to Borrower in consideration for the leasing or other use of any part of the Project. Gross Revenue shall include any release of funds from replacement, operating, and other reserve accounts other than for the purposes for which such reserves were established. Gross Revenue shall not include tenant security deposits, loan proceeds, grant proceeds, capital contributions or similar advances, or interest earned on reserves provided that such interest is dedicated for the purpose for which the applicable reserve was established.

1.2.3 “Annual Operating Expenses” shall mean for each calendar year during term hereof, the following costs reasonably and actually incurred for the operation and maintenance of the Project to the extent that they are consistent with an annual independent audit performed by a certified public accountant using generally accepted accounting principles:
property taxes and assessments; debt service currently due and payable on a non-optional basis (excluding debt service due from residual receipts or surplus cash of the Project) on loans that have been approved in writing by the City and that are secured by deeds of trust senior in priority to the Deed of Trust (“Approved Senior Loans”) in accordance with the Agreement; reasonable property management fees and reimbursements excluding incentive management fees, in amounts in accordance with industry standards for similar residential properties and paid pursuant to a property management agreement approved by City; fees payable to a social services provider, if any, pursuant to an agreement approved by City; premiums for property damage and liability insurance; utility service costs not paid for directly or indirectly by tenants; maintenance and repair costs; fees for licenses and permits required for the operation of the Project; organizational costs (e.g., annual franchise tax payments) and costs associated with accounting, tax preparation and legal fees of Borrower incurred in the ordinary course of business; expenses for security services; advertising and marketing costs; payment of deductibles in connection with casualty insurance claims not paid from reserves; the amount of uninsured losses actually replaced, repaired or restored and not paid from reserves asset management fees in a combined amount not to exceed the amount permitted by HCD, increasing annually by three percent (3%), which amounts may accrue if not paid in a given year; cash deposits into reserves for capital replacements in an amount no more than $500 per unit per year or such greater amount as reasonably required by the holder of an Approved Senior Loan or as required by a Item 9.a
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physical needs assessment prepared by a third-party selected or approved by City and prepared at Borrower’s expense; actual payment of any portion of a developer fee (without interest) due in accordance with a financing plan approved by City (provided however, on a cumulative basis, for the purpose of calculating Surplus Cash, the aggregate amount of a developer fee that may be included as a component of Annual Operating Expenses may not exceed the developer fee permitted for the Project by the California Department of Housing and Community Development (HCD)); any required annual monitoring fees payable to the City or other public agency lenders; cash deposits into operating reserves in an amount reasonably approved by City or required by Project lenders or tax credit investors, but only if the accumulated operating reserve does not exceed three (3) months’ projected Project operating expenses; services provided to Project residents as set forth in the approved annual budget; operating or development loans and advances made by a partner of Developer; and other ordinary and reasonable operating expenses in accordance with the approved annual budget.

1.2.4 EXCLUSIONS FROM ANNUAL OPERATING EXPENSES. For the purpose of calculating Surplus Cash, Annual Operating Expenses shall exclude the following:
developer fees (except as permitted pursuant to Section 1.2.3); interest on any deferred developer fees; contributions to Project operating or replacement reserves except as provided in Section

1.2.3; debt service payments on any loan which is not an Approved Senior Loan, including without limitation, unsecured loans or loans secured by deeds of trust which are subordinate to the Deed of Trust; depreciation, amortization, depletion and other non-cash expenses; expenses paid for with disbursements from any reserve account; any amount paid to Borrower, any partner or member of Borrower, or any entity controlled by the persons or entities in control of Borrower. Notwithstanding the foregoing limitation regarding payments to Borrower and related parties, the following fees shall be included in Annual Operating Expenses, subject to applicable limitations set forth in Section 1.2.3 above, even if paid to Borrower, an affiliate of Borrower, or a partner or member of Borrower: fees paid to a property management agent, resident services agent, or social services agent; and subject to Section 1.2.3, repayment of cash advances by Borrower to cover Project operating expense deficits or emergency cash needs of the Project.

Payments to Borrower, its partners, members or affiliates in excess of the limitations set forth in Section 1.2.3 shall not be counted toward Annual Operating Expenses for the purpose of calculating Surplus Cash.

1.2.5 ADJUSTMENT TO OPERATING EXPENSES. Notwithstanding anything to the contrary set forth herein, for the purpose of calculating Surplus Cash, Annual Operating Expenses shall include: (a) the repayment of operating deficit loans provided by Borrower’s limited partner provided however, interest payable on such loans may be included in Annual Operating Expenses only in an amount equivalent to the lesser of (i) interest accrued at the actual interest rate charged for the loan, and (ii) interest accrued at a rate equal to the Applicable Federal Rate, and (b) the amount of any tax credit adjuster or Tax Equivalency Payment (as defined in the Partnership Agreement) that is required to be paid solely from Project cash flow.

1.3 PROCEEDS OF REFINANCING. Borrower shall be obligated to pay to City a Proportional Share of the net cash proceeds realized from any refinancing of the Project, less fees and closing costs reasonably incurred in connection with such refinancing, and any Cityapproved uses of the net cash proceeds of the refinancing permitted under the Agreement. Such Item 9.a
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payment shall be in addition to the annual payments due pursuant to Section 1.2 above and shall be applied toward the outstanding balance payable under this Note.

1.4 DUE ON SALE. The entire unpaid principal balance and all interest and other sums accrued hereunder shall be due and payable upon the Transfer (as defined in Section 8.2 of the Agreement) absent City consent, of all or any part of the Project or the Property or any interest therein other than a Transfer permitted without City consent pursuant to the City Documents. Without limiting the generality of the foregoing, this Note shall not be assumable without City’s prior written consent, which consent may be granted or denied in City’s sole discretion.

1.3 PREPAYMENT. Borrower may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note, provided that each such prepayment is accompanied by accrued interest on the amount of principal prepaid calculated to the date of such prepayment. Prepayments shall be applied first to any unpaid charges and other costs and fees then due, then to accrued but unpaid interest, and then to principal. The Regulatory Agreement shall remain in full force for the entire term thereof regardless of any prepayment of this Note.

1.4 MANNER OF PAYMENT. All payments of principal and interest on this Note shall be made to City at 401 Grove Street, Healdsburg, CA 95448 or such other place as City shall designate to Borrower in writing, or by wire transfer of immediately available funds to an account designated by City in writing.

2. DEFAULTS AND REMEDIES.

2.1 EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall constitute an event of default hereunder (“Event of Default”):
(A) Borrower fails to pay when due the principal and interest payable hereunder and such failure continues for thirty (30) days after such payment is due. (B) Pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Borrower (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due. (C) A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Borrower in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Borrower or substantially all of Borrower’s assets, (iii) orders the liquidation of Borrower, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project, and in each case the order or decree is not released, vacated, dismissed or fully bonded within sixty (60) days after its issuance.

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(D) Borrower shall have voluntarily suspended its business or Borrower shall have been dissolved or terminated.
(E) The occurrence of a Transfer in violation of the City Documents. (F) The holder of any instrument secured by a mortgage or deed of trust on the Project or the Property declares a default and such default remains uncured beyond any applicable cure period such that the holder of such instrument has the right to accelerate payment thereunder.
(G) Borrower fails to maintain insurance on the Property and the Project as required pursuant to the City Documents and Borrower fails to cure such default within five (5) days. (H) Subject to Borrower’s right to contest the following charges pursuant to the City Documents, if Borrower fails to pay prior to delinquency taxes or assessments due on the Property or the Project or fails to pay when due any other charge that may result in a lien on the Property or the Project, and Borrower fails to cure such default within twenty (20) days of the date of delinquency, but in all events prior to the date upon which the holder of any such tax or other lien has the right to foreclose thereon.
(I) If any representation or warranty contained in any City Document, or any certificate furnished in connection therewith, proves to have been false or misleading in any material adverse respect when made and continues to be materially adverse to the City. (J) An Event of Default shall have been declared under any City Document, and remains uncured beyond the expiration of the applicable cure period.

2.2 REMEDIES. Upon the occurrence of an Event of Default hereunder, City may, at its option (i) by written notice to Borrower, declare the entire unpaid principal balance of this Note, together with all accrued interest thereon and all sums due hereunder, immediately due and payable regardless of any prior forbearance, (ii) exercise any and all rights and remedies available to it under applicable law, and (iii) exercise any and all rights and remedies available to City under this Note and the other City Documents, including without limitation the right to pursue foreclosure under the Deed of Trust. Borrower shall pay all reasonable costs and expenses incurred by or on behalf of City including, without limitation, reasonable attorneys' fees, incurred in connection with City's enforcement of this Note and the exercise of any or all of its rights and remedies hereunder and all such sums shall be a part of the indebtedness secured by the Deed of Trust. The rights and remedies of City under this Note shall be cumulative and not alternative. Developer’s limited partner shall have the notice and cure rights set forth in the Loan Agreement.

2.3 DEFAULT RATE. Upon the occurrence of an Event of Default, interest shall automatically be increased without notice to the rate of the lesser of ten percent (10%) per annum or the maximum rate permitted by law (the “Default Rate”); provided however, if any payment due hereunder is not paid when due, the Default Rate shall apply commencing upon the due date for such payment. When Borrower is no longer in default, the Default Rate shall no longer Item 9.a
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apply, and the interest rate shall once again be the rate specified in the first paragraph of this Note. Notwithstanding the foregoing provisions, if the interest rate charged exceeds the maximum legal rate of interest, the rate shall be the maximum rate permitted by law. The imposition or acceptance of the Default Rate shall in no event constitute a waiver of a default under this Note or prevent City from exercising any of its other rights or remedies.

3. MISCELLANEOUS.

3.1 WAIVERS; AMENDMENTS; BORROWER’S WAIVERS. No waiver by City of any right or remedy under this Note shall be effective unless in a writing signed by City.

Neither the failure nor any delay in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege by City will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. No waiver that may be given by City will be applicable except in the specific instance for which it is given. No notice to or demand on Borrower will be deemed to be a waiver of any obligation of Borrower or of the right of City to take further action without notice or demand as provided in this Note. There shall be no amendment to or modification of this Note except by written instrument executed by Borrower and City.

To the maximum extent permitted by applicable law Borrower hereby waives presentment, demand, protest, notices of dishonor and of protest and all defenses and pleas on the grounds of any extension or extensions of the time of payment or of any due date under this Note, in whole or in part, whether before or after maturity and with or without notice.

3.2 NOTICES. Any notice required or permitted to be given hereunder shall be given in accordance with Section 12.3 of the Agreement.

3.3 SEVERABILITY. If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

3.4 GOVERNING LAW; VENUE. This Note shall be governed by the laws of the State of California without regard to principles of conflicts of laws. Any legal action filed in connection with this Note shall be filed in the Superior Court of Sonoma County, California, or in the United States District Court for the Northern District of California.

3.5 BINDING ON SUCCESSORS. This Note shall bind Borrower and its successors and assigns and shall accrue to the benefit of City and its successors and assigns.

3.6 SECTION HEADINGS, CONSTRUCTION. The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation.

3.7 RELATIONSHIP OF THE PARTIES. The relationship of Borrower and City under this Note is solely that of borrower and lender, and the loan evidenced by this Note and secured by the Deed of Trust will in no manner make City the partner or joint venturer of Borrower.

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3.8 TIME IS OF THE ESSENCE. Time is of the essence with respect to every provision of this Note.

3.9 NONRECOURSE. Except as expressly provided in this Section 3.9, Borrower shall not have personal liability for payment of the principal of, or interest on, this Note, and the sole recourse of City with respect to the payment of the principal of, and interest on, this Note shall be to the Project, the Property and any other collateral held by City as security for this Note; provided however, nothing contained in the foregoing limitation of liability shall:
(A) impair the enforcement against all such security for the Loan of all the rights and remedies of the City under the Deed of Trust and any financing statements City files in connection with the Loan as each of the foregoing may be amended, modified, or restated from time to time; (B) impair the right of City to bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable City to enforce and realize upon the Deed of Trust, the interest in the Project and the Property created thereby and any other collateral given to City in connection with the indebtedness evidenced hereby and to name the Borrower as party defendant in any such action;
(C) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the Loan as a demand for money within the meaning of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; (D) constitute a waiver of any right which City may have under any bankruptcy law to file a claim for the full amount of the indebtedness owed to City hereunder or to require that the Project and the Property shall continue to secure all of the indebtedness owed to City hereunder in accordance with this Note and the Deed of Trust; or
(E) limit or restrict the ability of City to seek or obtain a judgment against Borrower to:
(1) recover under any provision of any City Document that obligates Borrower to indemnify City, or
(2) recover from Borrower compensatory damages as well as other costs and expenses incurred by City (including without limitation attorneys’ fees and expenses) arising as a result of the occurrence of any of the following:
(a) any fraud or intentional misrepresentation on the part of the Borrower, or any officer, director, member, manager, general partner, or authorized representative of Borrower in connection with the request for or creation of the Loan, or in any City Document, or in connection with any request for any action or consent by City in connection with the Loan;
(b) any failure to maintain insurance on the Property and the Project as required pursuant to the City Documents;
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(c) failure to pay taxes, assessments or other charges which may become liens on the Property or the Project (subject to the right to contest as set forth in the Agreement);
(d) the presence of Hazardous Materials on the Property or other violation of the Borrower’s obligations under the City Documents pertaining to environmental matters;
(e) the occurrence of any act or omission of Borrower that results in waste to or of the Project or the Property;
(f) the material misapplication of the Loan proceeds;
(g) the removal or disposal of any personal property or fixtures other than in the normal course of Borrower’s business, or the retention of rents, insurance proceeds, or condemnation awards in violation of the Deed of Trust; (h) the material misapplication of the proceeds of any insurance policy or award resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Project or the Property; and
(i) the failure of Borrower to pay all amounts payable under this Note in full if Borrower Transfers the Property in violation of the City Documents.

SIGNATURES ON FOLLOWING PAGE.

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IN WITNESS WHEREOF, Borrower has executed this Note as of the date first written above.

BORROWER:

EXHIBIT C
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
Attn: Public Works
Exempt From Recording Fees Per Gov. Code
§ 27383 And Building Homes & Jobs Trust Fund
Fee Per Gov. Code § 27388.1(A)(2)(D)

APN 089-071-002 (SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE)

DEED OF TRUST, ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING
(Dry Creek Commons Project)

THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Deed of Trust”) is made as of ______________, 2025, by DRY CREEK COMMONS, L.P., a California limited partnership (“Trustor”) to OLD REPUBLIC TITLE COMPANY, as trustee (“Trustee”), for the benefit of the City of Healdsburg, a California municipal corporation (“Beneficiary”).

RECITALS
A. Trustor is the fee owner of certain real property located at 155 Dry Creek Road, in the City of Healdsburg, County of Sonoma, State of California, legally described in Exhibit A (“Site”).

B. On September 21, 2023, Beneficiary and Burbank Housing Development Corporation, a California non-profit public benefit corporation (“Burbank”), entered into a Disposition and Development Agreement (“DDA”), governing, among other matters, the development of the Site by Burbank with affordable housing (“Project”).

C. In order to facilitate the development and construction of the Project, on February 5, 2024, the City Council of the City of Healdsburg adopted Resolution No. _____ committing One Million and 00/100 Dollars ($1,000,000.00) of Measure S affordable housing funds towards the development of the Project (the “Funding Commitment”).

B. Pursuant to, and as provided in the DDA, Burbank has assigned its rights under the DDA and to the Funding Commitment to Trustor (the “Loan”) to assist in financing the acquisition of the Site and the development of the Project thereon. Trustor’s obligation to repay the Loan is evidenced by a Secured Promissory Note dated as of the date hereof, in the original Item 9.a
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principal amount of One Million and 00/100 Dollars ($1,000,000.00) (the “Note”).

C. Trustor and Beneficiary have also executed an Affordable Housing Agreement and Declaration of Restrictive Covenants (the “Regulatory Agreement”), dated as of the date hereof, and which will be recorded in the Official Records of Sonoma County (“Official Records”) substantially concurrently herewith. Among other provisions, the Regulatory Agreement requires the Affordable Units in the Project to be rented to Eligible Households at Affordable Rents (as defined in the Regulatory Agreement).

D. As a condition precedent to Beneficiary’s agreement to provide the Loan, Beneficiary has required that Trustor enter into this Deed of Trust and grant to Trustee for the benefit of Beneficiary, a lien and security interest in the Property (defined below) to secure repayment of the Note and performance of Trustor’s obligations under the Loan Documents (defined below).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows.

1. Grant in Trust. In consideration of the foregoing and for the purpose of securing payment and performance of the Secured Obligations defined and described in Section 2, Trustor hereby irrevocably and unconditionally grants, conveys, transfers and assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale and right of entry and possession, all estate, right, title and interest which Trustor now has or may later acquire in and to the Site, and all of the following, whether presently owned or hereafter acquired:
a. All buildings, structures, and improvements, now or hereafter located or constructed on the Site (“Improvements”);
b. All appurtenances, easements, rights of way, pipes, transmission lines or wires and other rights used in connection with the Site or the Improvements or as a means of access thereto, whether now or hereafter owned or constructed or placed upon or in the Site or Improvements and all existing and future privileges, rights, franchises and tenements of the Site, including all minerals, oils, gas and other commercially valuable substances which may be in, under or produced from any part of the Site, and all water rights, rights of way, gores or strips of land, and any land lying in the streets, ways, and alleys, open or proposed, in front of or adjoining the Site and Improvements (collectively, “Appurtenances”); c. All machinery, equipment, fixtures, goods and other personal property of the Trustor, whether moveable or not, now owned or hereafter acquired by the Trustor and now or hereafter located at or used in connection with the Site, the Improvements or Appurtenances, and all improvements, restorations, replacements, repairs, additions or substitutions thereto (collectively, “Equipment”);
d. All existing and future leases, subleases, licenses, and other agreements relating to the use or occupancy of all or any portion of the Site or Improvements (collectively, “Leases”), all amendments, extensions, renewals or modifications thereof, and all rent, royalties, or other payments which may now or hereafter accrue or otherwise become payable thereunder to or for Item 9.a
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the benefit of Trustor, including but not limited to security deposits (collectively, “Rents”); e. All insurance proceeds and any other proceeds from the Site, Improvements, Appurtenances, Equipment, Leases, and Rents, including without limitation, all deposits made with or other security deposits given to utility companies, all claims or demands relating to insurance awards which the Trustor now has or may hereafter acquire, including all advance payments of insurance premiums made by Trustor, and all condemnation awards or payments now or later made in connection with any condemnation or eminent domain proceeding (“Proceeds”);
f. All revenues, income, rents, royalties, payments and profits produced by the Site, Improvements, Appurtenances and Equipment, whether now owned or hereafter acquired by Trustor (“Gross Revenues”);
g. All architectural, structural and mechanical plans, specifications, design documents and studies produced in connection with development of the Site (collectively, “Plans”); and
h. All interests and rights in any private or governmental grants, subsidies, loans or other financing provided in connection with development of the Site and construction of the Improvements (collectively, “Financing”).

All of the above-referenced interests of Trustor in the Site, Improvements, Appurtenances, Equipment, Leases, Rents, Proceeds, Gross Revenues, Plans and Financing as hereby conveyed to Trustee or made subject to the security interest herein described are collectively referred to herein as the “Property.”

2. Obligations Secured. This Deed of Trust is given for the purpose of securing payment and performance of the following (collectively, the “Secured Obligations”): (i) all present and future indebtedness evidenced by the Note and any amendment thereof, including principal, interest and all other amounts payable under the terms of the Note; (ii) all present and future obligations of Trustor to Beneficiary under the Loan Documents (defined below); (iii) all additional present and future obligations of Trustor to Beneficiary under any other agreement or instrument acknowledged by Trustor (whether existing now or in the future) which states that it is or such obligations are, secured by this Deed of Trust; (iv) all obligations of Trustor to Beneficiary under all modifications, supplements, amendments, renewals, or extensions of any of the foregoing, whether evidenced by new or additional documents; and (v) reimbursement of all amounts advanced by or on behalf of Beneficiary to protect Beneficiary’s interests under this Deed of Trust or any other Loan Document. The DDA, the Note, the Regulatory Agreement, and this Deed of Trust, as any of such instruments may be modified, supplemented, amended, renewed or extended, are hereinafter collectively referred to as the “Loan Documents.”

3. Assignment of Rents, Issues, and Profits. Trustor hereby irrevocably, absolutely, presently and unconditionally assigns to Beneficiary the Rents, royalties, issues, profits, revenue, income and proceeds of the Property. This is an absolute assignment and not an assignment for security only. Beneficiary hereby confers upon Trustor a license to collect and retain such Rents, royalties, issues, profits, revenue, income and proceeds as they become due and payable prior to Item 9.a
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any Event of Default hereunder. Upon the occurrence of any such Event of Default, Beneficiary may terminate such license without notice to or demand upon Trustor and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon and take possession of the Property or any part thereof, and sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees, to any indebtedness secured hereby, and in such order as Beneficiary may determine. Beneficiary’s right to the Rents, royalties, issues, profits, revenue, income and proceeds of the Property does not depend upon whether or not Beneficiary takes possession of the Property. The entering upon and taking possession of the Property, the collection of such Rents, issues, and profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If an Event of Default occurs while Beneficiary is in possession of all or part of the Property and/or is collecting and applying Rents as permitted under this Deed of Trust, Beneficiary, Trustee and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exercise the power of sale granted hereunder. Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Site or the Improvements, Beneficiary shall not be deemed to be a “mortgagee in possession,” shall not be responsible for performing any obligation of Trustor under any Lease, shall not be liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any part of it, and shall not be responsible for any waste committed by Trustor, lessees or any third parties, or for dangerous or defective condition of the Property or any negligence in the management, repair or control of the Property. Absent Beneficiary’s written consent, Trustor shall not accept prepayment of Rents for any rental period exceeding one month.

4. Security Agreement. Trustor intends this Deed of Trust to create a lien on the Property, and an absolute assignment of the Rents and Leases, all in favor of Beneficiary. To the extent that any Property may be or is determined to be personal property, Trustor as debtor hereby grants to Beneficiary as secured party a security interest in all such Property to secure payment and performance of the Secured Obligations. This Deed of Trust constitutes a security agreement under the California Uniform Commercial Code, as amended or recodified from time to time (the “UCC”), covering all such Property. To the extent such Property is not real property encumbered by the lien granted above, and is not absolutely assigned by the assignment set forth above, Trustor intends that such Property shall constitute "proceeds, products, offspring, rents, or profits" (as defined in and for the purposes of Section 552(b) of the United States Bankruptcy Code, as such section may be modified or supplemented) of the Site and Improvements.

5. Financing Statements. Pursuant to the UCC, Trustor, as debtor, hereby authorizes Beneficiary, as secured party, to file such financing statements and amendments thereof and such continuation statements with respect thereto as Beneficiary may deem appropriate to perfect and preserve Beneficiary's security interest in the Property and Rents, without requiring any signature or further authorization by Trustor. If requested by Beneficiary, Trustor shall pay all fees and costs that Beneficiary may incur in filing such documents in public offices and in obtaining such record searches as Beneficiary may reasonably require. If any financing statement or other document is filed in the records normally pertaining to personal property, that filing shall not be construed as in any way derogating from or impairing this Deed of Trust or the rights or Item 9.a
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obligations of the parties under it.

Everything used in connection with the Property and/or adapted for use therein and/or which is described or reflected in this Deed of Trust is, and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded as part of the estate encumbered by this Deed of Trust irrespective of whether (i) any such item is physically attached to the Improvements, (ii) serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with Beneficiary, or (iii) any such item is referred to or reflected in any such financing statement so filed at any time. Similarly, the mention in any such financing statement of (1) rights in or to the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for lessening of value, or (3) Trustor's interest as lessor in any present or future lease or rights to income growing out of the use and/or occupancy of the property conveyed hereby, whether pursuant to lease or otherwise, shall not be construed as in any way altering any of the rights of Beneficiary as determined by this instrument or impugning the priority of Beneficiary’s lien granted hereby or by any other recorded document. Such mention in any financing statement is declared to be solely for the protection of Beneficiary in the event any court or judge shall at any time hold, with respect to the matters set forth in the foregoing clauses (1), (2), and (3), that notice of Beneficiary's priority of interest is required in order to be effective against a particular class of persons, including but not limited to the federal government and any subdivisions or entity of the federal government.

6. Fixture Filing. This Deed of Trust is intended to be and constitutes a fixture filing pursuant to the provisions of the UCC with respect to all of the Property constituting fixtures, is being recorded as a fixture financing statement and filing under the UCC, and covers property, goods and equipment which are or are to become fixtures related to the Site and the Improvements. Trustor covenants and agrees that this Deed of Trust is to be filed in the real estate records of Sonoma County and shall also operate from the date of such filing as a fixture filing in accordance with Section 9502 and other applicable provisions of the UCC. This Deed of Trust shall also be effective as a financing statement covering minerals or the like (including oil and gas) and accounts subject to the UCC, as amended. Trustor shall be deemed to be the "debtor" and Beneficiary shall be deemed to be the "secured party" for all purposes under the UCC.

7. Trustor’s Representations, Warranties and Covenants; Rights and Duties of the Parties.

7.1 Representations and Warranties. Trustor represents and warrants that: (i) Trustor lawfully possesses and holds a fee simple interest in the Site and the Improvements, (ii) Trustor has good and marketable title to all of the Property; (iii) other than as limited by the Loan Documents or as set forth in the Permitted Encumbrances, Trustor has the full and unlimited power, right and authority to encumber the Property and assign the Rents; (iv) subject only to encumbrances of record and senior liens permitted pursuant to the Loan Documents or otherwise approved in writing by Beneficiary (“Permitted Encumbrances”), this Deed of Trust creates a valid lien on Trustor’s entire interest in the Property; (v) except with respect to Permitted Encumbrances, Trustor owns the Property free and clear of all deeds of trust, mortgages, security agreements, reservations of title or conditional sales contracts, (vi) there is no financing statement affecting the Property or any part thereof on file in any public office other than as Item 9.a
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disclosed in writing to Beneficiary; and (vii) the correct address of Trustor’s chief executive officer is specified in Section 10.2.

7.2 Condition of Property. Trustor represents and warrants that except as disclosed to Beneficiary in writing, as of the date hereof: (i) Trustor has not received any notice from any governmental authority of any threatened or pending zoning, building, fire, health and safety code violation, or violation of other governmental regulations concerning the Property that has not previously been corrected, and except as disclosed to Beneficiary in writing, no condition on the Site violates any health, safety, fire, environmental, sewage, building, or other federal, state or local law, ordinance or regulation; (ii) except as disclosed to Beneficiary in writing, no contracts, licenses, leases or commitments regarding the maintenance or use of the Property or allowing any third party rights to use the Property are in force; (iii) except as disclosed to Beneficiary in writing, there are no pending, or to the knowledge of Trustor’s officers, threatened, actions, suits, or administrative proceedings against or affecting the Property or any portion thereof or the interest of Trustor in the Property; (iv) there are no pending, or to the knowledge of Trustor’s officers, threatened, condemnation, eminent domain, or similar proceedings affecting the Property or any portion thereof; (v) Trustor has not received any notice from any insurer of defects of the Property which have not been corrected; (vi) there are no natural or artificial conditions upon the Site or any part thereof that could result in a material and adverse change in the condition of the Site; (vii) all information that Trustor has delivered to Beneficiary, either directly or through Trustor's agents, is accurate and complete; and (viii) Trustor or Trustor’s agents have disclosed to Beneficiary all material facts concerning the Property.

7.3 Authority. Trustor represents and warrants that this Deed of Trust and all other documents delivered or to be delivered by Trustor in connection herewith: (a) have been duly authorized, executed, and delivered by Trustor; (b) are binding obligations of Trustor; and (c) do not violate the provisions of any agreement to which Trustor is a party or which affects the Property. Trustor further represents and warrants that there are no pending, or to the current actual knowledge of Trustor’s officers, threatened, actions or proceedings before any court or administrative agency which may adversely affect Trustor’s ownership of the Property.

7.4 Payment and Performance of Secured Obligations. Trustor shall promptly pay when due the principal and all interest due on the indebtedness evidenced by the Note, and shall promptly pay and perform all other obligations of Trustor arising in connection with the Secured Obligations or the Loan Documents in accordance with the respective terms thereof.

7.5 Use of Loan Proceeds; Preservation and Maintenance of Property; Compliance with Laws. Trustor covenants that it shall use the proceeds of the Loan (the “Loan Proceeds”) solely for purposes authorized by the Loan Documents. Trustor covenants that it shall keep the Site and Improvements in good repair and condition, and from time to time shall make necessary repairs, renewals and replacements thereto so that the Property shall be preserved and maintained. Trustor covenants that it shall comply with all federal, state and local laws, regulations, ordinances and rules applicable to the Property and the Project, including without limitation all applicable requirements of state and local building codes and regulations, all applicable prevailing wage laws, and all applicable statutes and regulations relating to accessibility for the disabled. Trustor shall not remove, demolish or materially alter any Item 9.a
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Improvement without Beneficiary’s consent, shall complete or restore promptly and in good and workmanlike manner any building, fixture or other improvement which may be constructed, damaged, or destroyed thereon, and shall pay when due all claims for labor performed and materials furnished therefor. Trustor shall use the Site and the Improvements solely for purposes authorized by the Loan Documents, shall not commit or allow waste of the Property, and shall not commit or allow any act upon or use of the Property which would violate any applicable law or order of any governmental authority, nor shall Trustor bring on or keep any article on the Property or cause or allow any condition to exist thereon which could invalidate or which would be prohibited by any insurance coverage required to be maintained on the Property pursuant to the Loan Documents.

7.6 Restrictions on Conveyance and Encumbrance; Acceleration. It shall be an Event of Default hereunder if the Property, any part thereof, or interest therein, is sold, assigned, conveyed, transferred, hypothecated, leased, licensed, or encumbered in violation of the Loan Documents or if any other Transfer (as defined in the Loan Documents) occurs in violation of the Loan Documents. If any such Transfer shall occur in violation of such requirements, without limiting the provisions of Section 8 hereof, all obligations secured by this Deed of Trust, irrespective of the maturity dates of such obligations, shall at the option of Beneficiary, and without demand, immediately become due and payable, subject to any applicable cure period.

7.7 Inspections; Books and Records. Beneficiary and its agents and representatives shall have the right at any reasonable time upon reasonable notice to enter upon the Site and inspect the Property to ensure compliance with the Loan Documents. Trustor shall maintain complete and accurate books of account and other records (including copies of supporting bills and invoices) adequate to document the use of the Loan Proceeds and the operation of the Property, together with copies of all written contracts, Leases and other instruments which affect the Property. The books, records, contracts, Leases and other instruments shall be subject to examination and inspection by Beneficiary at any reasonable time following two (2) business days’ prior notice.

7.8 Charges, Liens, Taxes and Assessments. Trustor shall pay before delinquency all taxes, levies, assessments and other charges affecting the Property that are (or if not paid may become) a lien on all or part of the Property. Trustor may, at Trustor’s expense, contest the validity or application of any tax, levy, assessment or charge affecting the Property by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence, provided that (i) Beneficiary is reasonably satisfied that neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, or lost as a result of such contest, and (ii) Trustor shall have posted a bond or furnished other security as may reasonably be required from time to time by Beneficiary; and provided further that Trustor shall timely make any payment necessary to prevent a lien foreclosure, sale, forfeiture or loss of the Property.

7.9 Subrogation. Beneficiary shall be subrogated to the liens of all encumbrances, whether released of record or not, which are discharged in whole or in part by Beneficiary in accordance with this Deed of Trust.

7.10 Hazard, Liability and Workers’ Compensation Insurance. At all times during the term hereof, at Trustor’s expense, Trustor shall keep the Improvements and personal property Item 9.a
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now existing or hereafter located on the Property insured against loss by fire, vandalism and malicious mischief by a policy of standard fire and extended all-risk insurance. The policy shall be written on a full replacement value basis and shall name Beneficiary as loss payee as its interest may appear. The full replacement value of the improvements to be insured shall be determined by the company issuing the policy at the time the policy is initially obtained. Not more frequently than once every two (2) years, either the Trustor or the Beneficiary shall have the right to notify the other party that it elects to have the replacement value redetermined by the insurance company. Subject to the rights of any senior lienholder, the proceeds collected under any insurance policy may be applied by Beneficiary to any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary, the entire amount so collected or any part thereof may be released to Trustor for repair or replacement of the Improvements. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Notwithstanding the foregoing, if Trustor is not then in default under the Loan Documents (apart from any default which would be cured by the repair or replacement of the Improvements), and if applicable, if any senior lienholder permits such proceeds to be utilized for rebuilding or restoration of the Improvements, Beneficiary shall approve the use of the proceeds for such purpose provided that either (i) such proceeds are sufficient to complete the repair or replacement of the Improvements, or (ii) sufficient additional sources of financing are available to complete the repair or replacement of the Improvements.

7.10.1 Trustor shall at all times during the term hereof, maintain insurance coverage in the amounts and in accordance with the requirements specified in the Loan Documents, and shall otherwise comply with all requirements pertaining to insurance specified in the Loan Documents.

7.10.2 Trustor shall file with Beneficiary prior to the commencement of the term hereof, certificates (or such other proof as Beneficiary may require, including without limitation, copies of the required insurance policies) evidencing each of the insurance policies and endorsements thereto as required by the Loan Documents.

7.10.3 If any insurance policy required by the Loan Documents is canceled or the coverage provided thereunder is reduced, Trustor shall, within five (5) business days after receipt of written notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Beneficiary a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, Beneficiary may, without further notice and at its option, procure such insurance coverage at Trustor’s expense, and Trustor shall promptly reimburse Beneficiary for such expense upon receipt of billing from Beneficiary.

7.10.4 The insurance policies required hereunder shall be issued by insurance companies authorized to do business in the State of California with a financial rating of at least A- VII status as rated in the most recent edition of Best's Key Rating Guide. Each policy of insurance shall contain an endorsement requiring the insurer to provide at least thirty (30) days written notice to Beneficiary prior to change in coverage, cancellation or expiration thereof.

7.11 Hazardous Materials. Trustor represents and warrants that except as disclosed to Item 9.a
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Beneficiary in writing, as of the date hereof to the best knowledge of Trustor: (i) the Site is free and has always been free of Hazardous Materials (as defined below) and is not and has never been in violation of any Environmental Law (as defined below); (ii) there are no buried or partially buried storage tanks located on the Site; (iii) Trustor has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Site are or have ever been in violation of any Environmental Law or informing Trustor that the Site is subject to investigation or inquiry regarding Hazardous Materials on the Site or the potential violation of any Environmental Law; (iv) there is no monitoring program required by the Environmental Protection Agency or any other governmental agency concerning the Site; (v) no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stored on, under or at the Site, whether by accident, burying, drainage, or storage in containers, tanks, holding areas, or any other means; (vi) the Site has never been used as a dump or landfill; and (vii) Trustor has disclosed to Beneficiary all information, records, and studies in Trustor’s possession or reasonably available to Trustor relating to the Site concerning Hazardous Materials.

Trustor shall not cause or permit any Hazardous Material (as defined below) to be brought upon, kept, stored or used in, on, under, or about the Site by Trustor, its agents, employees, contractors or invitees except for limited amounts of cleaning supplies and other materials customarily used in construction, rehabilitation, use, repair, maintenance, or operation of residential properties and creation of wetlands similar to the Project and used, stored, and disposed of in compliance with all applicable laws, and shall not cause any release of Hazardous Materials into, onto, under or through the Site. If any Hazardous Material is discharged, released, dumped, or spilled in, on, under, or about the Site and results in any contamination of the Site or adjacent property, or otherwise results in the release or discharge of Hazardous Materials in, on, under or from the Site, Trustor shall promptly take all actions at its sole expense as are necessary to comply with all Environmental Laws (as defined below).

To the greatest extent permitted by law, Trustor shall indemnify, defend (with counsel reasonably acceptable to Beneficiary), and hold Beneficiary and its elected and appointed officials, officers, agents and employees (collectively, “Indemnitees”) harmless from and against any and all loss, claim, liability, damage, demand, judgment, order, penalty, fine, injunctive or other relief, cost, expense (including reasonable fees and expenses of attorneys, expert witnesses, and other professionals advising or assisting Beneficiary), action, or cause of action (all of the foregoing, hereafter individually “Claim” and collectively “Claims”) arising in connection with the breach of Trustor’s covenants and obligations set forth in this Section 7.11 or otherwise arising in connection with the presence or release of Hazardous Materials in, on, under, or from the Property, except Claims arising from the sole active negligence or willful misconduct of the Indemnitees. The foregoing indemnity includes, without limitation, all costs of investigation, assessment, containment, removal, remediation of any kind, and disposal of Hazardous Materials, all costs of determining whether the Site is in compliance with Environmental Laws, all costs associated with bringing the Site into compliance with all applicable Environmental Laws, and all costs associated with claims for damages or injury to persons, property, or natural resources.

Without limiting the generality of the foregoing, Trustor shall, at Trustor’s own cost and expense, do all of the following:

Item 9.a
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a. pay or satisfy any judgment or decree that may be entered against any Indemnitee or Indemnitees in any legal or administrative proceeding incident to any matters against which Indemnitees are entitled to be indemnified under this Deed of Trust; b. reimburse Indemnitees for any expenses paid or incurred in connection with any matters against which Indemnitees are entitled to be indemnified under this Deed of Trust; and c. reimburse Indemnitees for any and all expenses, including without limitation outof-pocket expenses and fees of attorneys and expert witnesses, paid or incurred in connection with the enforcement by Indemnitees of their rights under this Deed of Trust, or in monitoring and participating in any legal or administrative proceeding.

Trustor’s obligation to indemnify the Indemnitees shall not be limited or impaired by any of the following, or by any failure of Trustor to receive notice of or consideration for any of the following: (i) any amendment or modification of any Loan Document; (ii) any extensions of time for performance required by any Loan Document; (iii) any provision in any of the Loan Documents limiting Beneficiary's recourse to property securing the Secured Obligations, or limiting the personal liability of Trustor, or any other party for payment of all or any part of the Secured Obligations; (iv) the accuracy or inaccuracy of any representation and warranty made by Trustor under this Deed of Trust or by Trustor or any other party under any Loan Document, (v) the release of Trustor or any other person, by Beneficiary or by operation of law, from performance of any obligation under any Loan Document; (vi) the release or substitution in whole or in part of any security for the Secured Obligations; and (vii) Beneficiary’s failure to properly perfect any lien or security interest given as security for the Secured Obligations.

The provisions of this Section 7.11 shall be in addition to any and all other obligations and liabilities that Trustor may have under applicable law, and each Indemnitee shall be entitled to indemnification under this Section without regard to whether Beneficiary or that Indemnitee has exercised any rights against the Property or any other security, pursued any rights against any guarantor or other party, or pursued any other rights available under the Loan Documents or applicable law. The obligations of Trustor to indemnify the Indemnitees under this Section shall survive any repayment or discharge of the Secured Obligations, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of this Deed of Trust.

Without limiting any of the remedies provided in this Deed of Trust, Trustor acknowledges and agrees that each of the provisions in this Section 7.11 is an environmental provision (as defined in Section 736(f)(2) of the California Code of Civil Procedure) made by Trustor relating to real property security (the “Environmental Provisions”), and that Trustor's failure to comply with any of the Environmental Provisions will be a breach of contract that will entitle Beneficiary to pursue the remedies provided by Section 736 of the California Code of Civil Procedure (“Section 736”) for the recovery of damages and for the enforcement of the Environmental Provisions. Pursuant to Section 736, Beneficiary's action for recovery of damages or enforcement of the Environmental Provisions shall not constitute an action within the meaning of Section 726(a) of the California Code of Civil Procedure or constitute a monetary judgment for a deficiency or a deficiency judgment within the meaning of Sections 580a, 580b, 580d, or 726(b) of the California Code of Civil Procedure.

Item 9.a
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“Hazardous Materials” means any substance, material or waste which is or becomes regulated by any federal, state or local governmental authority, and includes without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any material containing asbestos; (iii) any substance, material or waste regulated by or listed (directly or by reference) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “toxic waste”, “toxic pollutant”, “toxic substance”, “solid waste” or “pollutant or contaminant” in or pursuant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control Act [15 U.S.C. Section 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. Section 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C.

Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any “Superfund” or “Superlien” law, or any Environmental Law; or (v) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. “Environmental Law” means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to any Hazardous Material (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act Item 9.a
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[California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder.

7.12 Notice of Claims; Defense of Security; Reimbursement of Costs. a. Notice of Claims. Trustor shall provide written notice to Beneficiary of any uninsured or partially uninsured loss affecting the Property through fire, theft, liability, or property damage in excess of an aggregate of Fifty Thousand Dollars ($50,000) within three (3) business days of the occurrence of such loss. Trustor shall ensure that Beneficiary shall receive timely notice of, and shall have a right to cure, any default under any other financing document or other lien affecting the Property and shall use best efforts to ensure that provisions mandating such notice and allowing such right to cure shall be included in all such documents. Within three (3) business days of Trustor’s receipt thereof, Trustor shall provide Beneficiary with a copy of any notice of default Trustor receives in connection with any financing document secured by the Property or any part thereof.
b. Defense of Security. At Trustor’s sole expense, Trustor shall protect, preserve and defend the Property and Trustor’s title to and right of possession of the Property, the security of this Deed of Trust and the rights and powers of Beneficiary and Trustee created under it, against all adverse claims.
c. Compensation; Reimbursement of Costs. Trustor agrees to pay all reasonable fees, costs and expenses charged by Beneficiary or Trustee for any service that Beneficiary or Trustee may render in connection with this Deed of Trust, including without limitation, fees and expenses related to provision of a statement of obligations or related to a reconveyance. Trustor further agrees to pay or reimburse Beneficiary for all costs, expenses and other advances which may be incurred or made by Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust, including without limitation any rights or remedies afforded to Beneficiary or Trustee or both of them under Sections 7.18 and 8.2, whether or not any lawsuit is filed, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys’ fees and other legal costs, costs of any disposition of the Property under the power of sale granted hereunder or any judicial foreclosure, and any cost of evidence of title. d. Notice of Changes. Trustor shall give Beneficiary prior written notice of any change in the address of Trustor and the location of any Property, including books and records pertaining to the Property.

7.13 Indemnification. To the greatest extent permitted by law, Trustor shall indemnify, defend (with counsel reasonably acceptable to Beneficiary), and hold harmless the Trustee and the Indemnitees (as defined in Section 7.11) from and against all Claims arising directly or indirectly in any manner in connection with or as a result of (a) any breach of Trustor’s covenants under any Loan Document, (b) any representation by Trustor in any Loan Document which proves to be false or misleading in any material respect when made, (c) injury or death to persons or damage to property or other loss occurring on the Site or in any improvement located thereon, whether caused by the negligence or any other act or omission of Trustor or any other person or by negligent, faulty, inadequate or defective design, building, construction or Item 9.a
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maintenance or any other condition or otherwise, and (d) any claim, demand or cause of action, or any action or other proceeding, whether meritorious or not, brought or asserted against any Indemnitee which relates to or arises out of the Property, or any Loan Document or any transaction contemplated thereby, or (e) any failure of Trustor to comply with all applicable state, federal and local laws and regulations applicable to the Property, except Claims arising from the sole active negligence or wilful misconduct of the Indemnitees. The obligations of Trustor under this Section shall survive the repayment of the Loan and shall be secured by this Deed of Trust. Notwithstanding any contrary provision contained herein, the obligations of Trustor under this Section shall survive any foreclosure proceeding, any foreclosure sale, any delivery of a deed in lieu of foreclosure, and any release or reconveyance of this Deed of Trust.

Nothing in this Deed of Trust is intended to impair Trustor’s right to seek contribution from third parties with respect to Claims described in this Section 7.13.

7.14. Limitation of Liability. Beneficiary shall not be directly or indirectly liable to Trustor or any other person as a consequence of any of the following: (i) Beneficiary's exercise of or failure to exercise any rights, remedies or powers granted to Beneficiary in this Deed of Trust; (ii) Beneficiary's failure or refusal to perform or discharge any obligation or liability of Trustor under any agreement related to the Property or under this Deed of Trust; (iii) any waste committed by Trustor, the lessees of the Property or any third parties, or any dangerous or defective condition of the Property; or (iv) any loss sustained by Trustor or any third party resulting from any act or omission of Beneficiary in managing the Property after an Event of Default, except to the extent the loss is caused by the willful misconduct or gross negligence of Beneficiary. Trustor hereby expressly waives and releases all liability of the types described in this Section 7.14 and agrees that Trustor shall assert no claim related to any of the foregoing against Beneficiary.

7.15 Condemnation Proceeds. Subject to the rights of any senior lienholders, any award of damages in connection with any condemnation for public use of, or injury to the Property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply such moneys to any indebtedness secured hereby in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Notwithstanding the foregoing, so long as the value of Beneficiary’s lien will not be impaired, condemnation proceeds may be used to repair and/or restore the Project if Trustor is not then in default under the Loan Documents (apart from any default which would be cured by the repair or replacement of the Improvements), and if applicable, if any senior lienholder permits such proceeds to be utilized for rebuilding or restoration of the Improvements, Beneficiary shall approve the use of the proceeds for such purpose provided that either (i) such proceeds are sufficient to complete the repair or replacement of the Improvements, or (ii) sufficient additional sources of financing are available to complete the repair or replacement of the Improvements.

7.16 Release, Extension, Modification. At any time and from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and the Note for endorsement, Trustee may release or reconvey all or any part of the Property, consent to the making of any map or plat of the Site or part thereof, join in granting any easement or creating any restriction affecting the Property, or join in any extension Item 9.a
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agreement or other agreement affecting the lien or charge hereof. At any time and from time to time, without liability therefor and without notice, Beneficiary may (i) release any person liable for payment of any Secured Obligation, (ii) extend the time for payment or otherwise alter the terms of payment of any Secured Obligation; (iii) accept additional real or personal property of any kind as security for any Secured Obligation, or (iv) substitute or release any property securing the Secured Obligations.

7.17 Reconveyance. Upon written request of Beneficiary stating that all of the Secured Obligations have been paid in full, and upon surrender of this Deed of Trust, and the Note, Trustee shall reconvey, without warranty, the Property or so much of it as is then held under this Deed of Trust. The recitals in any reconveyance executed under this Deed of Trust of any matters or facts shall be conclusive proof of the truthfulness thereof. Trustor shall pay all fees of Trustee and all recordation fees related to such reconveyance.

7.18 Cure; Protection of Security. Upon the occurrence of an Event of Default, either Beneficiary or Trustee may cure any breach or default of Trustor if Trustor fails to do so within the applicable cure period, and if it chooses to do so in connection with any such cure, Beneficiary or Trustee may also enter the Property and/or do any and all other things which it may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: appearing in and/or defending any action or proceeding which purports to affect the security of, or the rights or powers of Beneficiary or Trustee under, this Deed of Trust; paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien which in Beneficiary’s or Trustee’s sole judgment is or may be senior in priority to this Deed of Trust, such judgment of Beneficiary or Trustee to be conclusive as among Beneficiary, Trustee and Trustor; obtaining insurance and/or paying any premiums or charges for insurance required to be carried hereunder; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist Beneficiary or Trustee. Beneficiary and Trustee may take any of the actions permitted under this Section 7.18 either with or without giving notice, except for notices required under applicable law. Any amounts disbursed by Beneficiary pursuant to this paragraph shall become additional indebtedness secured by this Deed of Trust.

8. Default and Remedies.

8.1 Events of Default. Trustor acknowledges and agrees that an Event of Default shall occur under this Deed of Trust upon the occurrence of any one or more of the following events.
a. Beneficiary’s declaration of an Event of Default under any Loan Document, subject to the expiration of any applicable cure period set forth in such document; b. Trustor fails to perform any monetary obligation which arises under this Deed of Trust or any other Loan Document, and does not cure that failure within ten (10) business days following written notice from Beneficiary or Trustee; c. If Trustor’s interest in the Property or any part thereof is voluntarily or involuntarily sold, transferred, leased, encumbered, or otherwise conveyed in violation of Section 7.6 hereof or if any other Transfer occurs in violation of the Loan Documents; Item 9.a
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d. Trustor fails to maintain the insurance coverage required hereunder or under the other Loan Documents, and fails to cure such default within five (5) business days, or Trustor otherwise fails to comply with the requirements of Section 7.10 hereof and Trustor fails to cure such default within the applicable time specified in Section 7.10; e. Subject to Trustor’s right to contest such charges as provided herein, Trustor fails to pay taxes or assessments on the Site or the Improvements when due, or fails to pay when due any other charge that may result in a lien on the Site or the Improvements, and Trustor fails to cure such default within twenty (20) days of the date of delinquency, but in all events prior to the date upon which the holder of any such tax or other lien has the right to pursue foreclosure thereof;
f. Any representation or warranty of Trustor contained in or made in connection with the execution and delivery of this Deed of Trust or any other Loan Document, or in any certificate or statement furnished pursuant hereto or any other Loan Document, proves to have been false or misleading in any material adverse respect when made; g. If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Trustor or any general partner thereof (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Trustor or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Trustor or any general partner thereof; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due; h. If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Trustor or any general partner thereof in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Trustor or any general partner thereof or substantially all of such entity’s assets, (iii) orders the liquidation of Trustor or any general partner thereof, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project or any part thereof, and in each case the order or decree is not released, vacated, dismissed or fully bonded within sixty (60) days after its issuance;
i. The holder of any other debt instrument secured by a mortgage or deed of trust on the Property or part thereof declares an event of default thereunder and exercises a right to declare all amounts due under that debt instrument immediately due and payable, subject to the expiration of any applicable cure period set forth in such holder’s documents; or j. Trustor fails to perform any obligation arising under this Deed of Trust other than one enumerated in this Section 8.1, and does not cure that failure either within ten (10) business days after written notice from Beneficiary or Trustee in the event of a monetary default, or within thirty (30) days after such written notice in the event of a nonmonetary default, provided that in the case of a nonmonetary default that in Beneficiary’s reasonable judgment cannot reasonably be cured within thirty (30) days, an Event of Default shall not arise hereunder if Trustor commences to cure such default within thirty (30) days and thereafter prosecutes such Item 9.a
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cure to completion with due diligence and in good faith and in no event later than ninety (90) days following receipt of notice of default.

8.2 Remedies. Subject to the applicable notice and cure provisions set forth herein, at any time after an Event of Default, Beneficiary and Trustee shall be entitled to invoke any and all of the rights and remedies described below, and may exercise any one or more or all, of the remedies set forth in any Loan Document, and any other remedy existing at law or in equity or by statute. All of Beneficiary’s rights and remedies shall be cumulative, and the exercise of any one or more of them shall not constitute an election of remedies. Beneficiary shall be entitled to collect all expenses incurred in pursuing the remedies provided hereunder, including without limitation reasonable attorneys’ fees and costs.
a. Acceleration. Beneficiary may declare any or all of the Secured Obligations, including without limitation all sums payable under the Note and this Deed of Trust, to be due and payable immediately.
b. Receiver. Beneficiary may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. c. Entry. Beneficiary, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and may also do any and all other things in connection with those actions that Beneficiary may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: taking and possessing copies of all of Trustor’s or the then owner's books and records concerning the Property; entering into, enforcing, modifying, or canceling Leases on such terms and conditions as Beneficiary may consider proper; obtaining and evicting tenants; fixing or modifying Rents; collecting and receiving any payment of money owing to Trustor; completing any unfinished construction; and/or contracting for and making repairs and alterations. If Beneficiary so requests, Trustor shall assemble all of the Property that has been removed from the Site and make all of it available to Beneficiary at the Site. Trustor hereby irrevocably constitutes and appoints Beneficiary as Trustor's attorney-in-fact to perform such acts and execute such documents as Beneficiary in its sole discretion may consider to be appropriate in connection with taking these measures, including endorsement of Trustor's name on any instruments.
d. UCC Remedies. Beneficiary may exercise any or all of the remedies granted to a secured party under the UCC.
e. Judicial Action. Beneficiary may bring an action in any court of competent jurisdiction to foreclose this Deed of Trust in the manner provided by law for foreclosure of mortgages on real property and/or to obtain specific enforcement of any of the covenants or agreements of this Deed of Trust.
f. Power of Sale. Under the power of sale hereby granted, Beneficiary shall have the discretionary right to cause some or all of the Property, including any Property which constitutes personal property, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law.

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8.3 Power of Sale. If Beneficiary elects to invoke the power of sale hereby granted, Beneficiary shall execute or cause the Trustee to execute a written notice of such default and of its election to cause the Property to be sold to satisfy the obligations hereof, and shall cause such notice to be recorded in the office of the Recorder of Sonoma County wherein the Property or some part thereof is situated as required by law and this Deed of Trust.

Prior to publication of the notice of sale, Beneficiary shall deliver to Trustee this Deed of Trust and the Note or other evidence of indebtedness which is secured hereby, together with a written request for the Trustee to proceed with a sale of the Property, pursuant to the provisions of law and this Deed of Trust.

Notice of sale having been given as then required by law, and not less than the time then required by law having elapsed after recordation of such notice of default, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may, and at Beneficiary’s request shall, postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time and place fixed by the preceding postponement. Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary, may purchase at such sale.

After deducting all costs, fees, and expenses of Trustee and of the trust hereby created, including reasonable attorneys’ fees in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums advanced or expended by Beneficiary or Trustee under the terms hereof and all outstanding sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto.

Without limiting the generality of the foregoing, Trustor acknowledges and agrees that regardless of whether or not a default has occurred hereunder, if an Event of Default has occurred under the Loan Documents, and if in connection with such Event of Default Beneficiary exercises its right to foreclose on the Property, then: (i) Beneficiary shall be entitled to declare all amounts due under the Note immediately due and payable, and (ii) the proceeds of any sale of the Property in connection with such foreclosure shall be used to pay all Secured Obligations, including without limitation, the outstanding principal balance and all other amounts due under the Note.

At any foreclosure sale, any person, including Trustor, Trustee or Beneficiary, may bid for and acquire the Property or any part of it to the extent permitted by then applicable law.

Instead of paying cash for such property, Beneficiary may settle for the purchase price by crediting the sales price of the property against the following obligations:
a. First, the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Trustor is obligated to pay or reimburse Beneficiary or Trustee under Section 7.12(c); and
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b. Second, the remaining balance of all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose.

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

9. Trustor’s Waivers. To the fullest extent permitted by law, Trustor waives: (a) all rights of marshalling in the event of foreclosure; and (b) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Deed of Trust and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind.

10. Miscellaneous Provisions.

10.1 Additional Provisions. The Loan Documents grant further rights to Beneficiary and contain further agreements and affirmative and negative covenants by Trustor which apply to this Deed of Trust and the Property.

10.2 Notices. Trustor requests that a copy of notice of default and notice of sale be mailed to Trustor at the address set forth below. That address is also the mailing address of Trustor as debtor under the UCC. Beneficiary’s address set forth below is the address for Beneficiary as secured party under the UCC. Except for any notice required under applicable law to be given in another manner, all notices to be sent pursuant to this Deed of Trust shall be made in writing, and sent to the parties at their respective addresses specified below or to such other address as a party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (a) personal delivery, in which case notice shall be deemed delivered upon receipt; (b) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered two (2) business days after deposit, postage prepaid in the United States mail; or (c) nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) day after deposit with such courier.

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BENEFICIARY:

City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
Attention: Jeffrey Kay, City Manager
Telephone: (707) 431-3317
Email: [email protected]
With a copy to:

Burke, Williams & Sorensen LLP
1999 Harrison Street, Suite 1650
Oakland, CA 94612
Attention: Michael G. Biddle, Esq.

Telephone: (510) 273-8780
Email: [email protected]
TRUSTOR:

Dry Creek Commons, L.P.
1425 Corporate Center Parkway
Santa Rosa, CA 95407
Attention: Lawrance Florin, Chief Executive Officer
Telephone: (707) 526-9782
Email: [email protected]
With a copy to:

Nicole Kline
Gubb & Barshay LLP
235 Montgomery Street, Suite 1110
San Francisco, CA 94104
Telephone: 415.781.6600 ext 8
[email protected]

10.3 Binding on Successors. The terms, covenants and conditions of this Deed of Trust shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of the Trustor, Beneficiary and Trustee; provided however this Section 10.3 does not waive the provisions of Section 7.6.

10.4 Substitution of Trustee. Beneficiary may from time to time or at any time substitute a trustee or trustees to execute the trust hereby created, and when any such substitution has been filed for record in the office of the Recorder of Sonoma County, it shall be conclusive evidence of the appointment of such trustee or trustees, and such new trustee or trustees shall succeed to all of the powers and duties of the Trustee named herein.

10.5 Attorneys’ Fees and Costs. In any action or proceeding to foreclose this Deed of Item 9.a
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Trust or to enforce any right of Beneficiary or of Trustee, Trustor shall pay to Beneficiary and Trustee all costs of such action or proceeding, including reasonable attorneys’ fees.

10.6 Governing Law; Severability; Interpretation. This Deed of Trust shall be governed by the laws of the State of California without regard to principles of conflicts of laws.

Trustor agrees that any controversy arising under or in relation to this Deed of Trust shall be litigated exclusively in courts with jurisdiction in Sonoma County, California. Trustor irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation, and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. If any provision of this Deed of Trust is held unenforceable or void, that provision shall be deemed severable from the remaining provisions, and shall in no way affect the validity of this Deed of Trust. The captions used in this Deed of Trust are for convenience only and are not intended to affect the interpretation or construction of the provisions herein contained. In this Deed of Trust, whenever the context so requires, the singular number includes the plural.

10.7 Waiver, Modification and Amendment. Any waiver by Beneficiary of any obligation of Trustor hereunder must be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from any delay or failure by Beneficiary or Trustee to take action on account of any default of Trustor. Consent by Beneficiary or Trustee to any act or omission by Trustor shall not be construed as a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary’s or Trustee’s consent to be obtained in any future or other instance. No amendment to or modification of this Deed of Trust shall be effective unless and until such amendment or modification is in writing, executed by Trustor and Beneficiary. Without limiting the generality of the foregoing, Beneficiary’s acceptance of payment of any sum secured hereby after its due date shall not constitute a waiver by Beneficiary of its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.

10.8 Action by Beneficiary. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, or consent by the Beneficiary is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by Beneficiary’s City Manager or by any person who shall have been designated by Beneficiary’s City Manager, without further approval by the governing board of Beneficiary.

10.9 Joint and Several Liability. If Trustor consists of more than one person or entity, each shall be jointly and severally liable for the faithful performance of all of Trustor’s obligations under this Deed of Trust.

10.10 Time is of the Essence. Time is of the essence for each provision of this Deed of Trust.

SIGNATURES ON FOLLOWING PAGE.

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IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first written above.

TRUSTOR:

DRY CREEK COMMONS, L.P.,
a California limited partnership
By: BHDC Dry Creek Commons, LLC, a
California limited liability company, its
Managing General Partner
By: Burbank Housing Development Corporation,
a California nonprofit public benefit corporation,
its sole member and manager
By: __________________________________________
Lawrance Florin, Chief Executive Officer
SIGNATURES MUST BE NOTARIZED.

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ACKNOWLEDGMENT
State of California )
) ss
County of ___________ )
On , before me,___________________________________________, (Name of Notary)
notary public, personally appeared _________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Notary Signature)
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.

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EXHIBIT A

LEGAL DESCRIPTION OF SITE
The land referred to is situated in the County of Sonoma, City of Healdsburg, State of California, and is described as follows:

Excepting therefrom all that portion described in the deed to the County of Sonoma, dated August 12, 1961 and recorded November 7, 1961 in Book 1857 of Official Records, Page 354, Serial No. G-71491.

APN: 089-071-002
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Dry Creek Commons
Financing Plan
FCB construction and permanent loan amounts and interest rates are estimated and subject to change pending approval of final agreement and loan terms.

First-Citizens Bank & Trust Company
First-Citizens Bank & Trust Company
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CITY OF HEALDSBURG

CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: August 18, 2025
SUBJECT: Arts and Culture Commission Vacancy Options
PREPARED BY: Raina Allan, City Clerk
STRATEGIC INITIATIVE(S):
- Provide Resident-Driven Community Services
RECOMMENDED ACTION(S):

Provide direction to staff on the options to fill the vacancy on the Arts and Culture Commission.

COMMUNITY ENGAGEMENT/OUTREACH:

Not applicable.

BACKGROUND:

In November of 2024, the City Council appointed seven community members to sit on the Arts and Culture Commission. At the time, the City had received seventeen applications. In late July, Cristal Lopez Pardo resigned from the Arts and Culture Commission leaving an open seat on the Commission.

DISCUSSION/ANALYSIS:

At this time, the City needs to fill the open seat on the Arts and Culture Commission. There are a few options the City Council could choose from the fill the open vacancy.

Option 1: Conduct a Standard Recruitment
The City Council could move forward with the standard recruitment process. Open the recruitment for one month, post on social channels, the website, the Press Democrat, and the Healdsburg Tribune, collect applications and select a subcommittee at a later date to interview the applicants, and make a recommendation to the full City Council.

Option 2 – Select a Commissioner from the prior recruitment process In order to expedite the process, the City Council could select an applicant from the recruitment that was conducted at the end of 2024 and fill the vacancy from one of those candidates.

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ENVIRONMENTAL STEWARDSHIP:

Not applicable.

ALTERNATIVES:

The City Council could pursue an alternative plan to fill the vacancy on the Arts and Culture Commission. If City Council selects this alternative, staff requests further direction.

FISCAL IMPACT:

There is no fiscal impact related to the proposed action.

ENVIRONMENTAL ANALYSIS:

Pursuant to Title 14, the California Code of Regulations, Section 15378(b)(5) of the California Environmental Quality Act (“CEQA”) guidelines, the proposed action is an administrative activity of the City that will not result in direct or indirect physical changes to the environment.

ATTACHMENT(S):

Arts and Culture Commission Resolution
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CITY OF HEALDSBURG
RESOLUTION NO. 114-2024

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

HEALDSBURG ESTABLISHING THE COMPOSITION AND

QUALIFICATIONS, APPOINTMENT TERMS, POWERS AND

DUTIES, AND MEETING PROTOCOLS OF THE ARTS AND

CULTURE COMMISSION PURSUANT TO ARTICLE III OF
CHAPTER 2.32 OF THE HEALDSBURG MUNICIPAL CODE
WHEREAS, establishing the number of positions, qualifications, appointment terms, powers and duties, and meeting protocols for the various City boards, committees and commissions is within the authority of the City Council; and WHEREAS, the City Council has determined that setting the composition, qualifications, appointment terms, powers and duties and meeting protocols of the Parks and Recreation Commission by resolution will expedite the approval of changes in the future; and WHEREAS, Article III of Chapter 2.32 of the Healdsburg Municipal Code, as revised, establishes an Arts and Culture Commission in the City; and WHEREAS, adoption of this resolution e stablishing various terms and procedures for the Arts and Culture Commission is not subject to the California Environmental Quality Act (CEQA) because it does not have the potential to cause a direct or reasonably foreseeable indirect physical change in the environment and is thus not a project.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Healdsburg hereby establishes the composition and qualifications, appointment and terms, powers and duties, and meeting protocols for the Parks and Recreation Commission as follows:

MEMBERSHIP
The Arts and Culture Commission shall consist of seven members, subject to provisions herein.

One of the seven members may be designated by City Council as a youth commissioner who shall be under the age of 18. Two of the seven members may reside outside the City limits but must reside at a location that is within the boundaries of the Healdsburg Unified School District.

All members of the Arts and Culture Commission shall serve without compensation.

TERMS OF OFFICE OF MEMBERS
Each member of the Arts and Culture Commission shall serve a three-year term. The first four appointments shall be for a term of three years. The terms of the other three members shall be for two years, and thereafter the terms of these three members shall be for three-year terms from the initial appointment. The purpose of this appointment schedule is to stagger the terms of Commissioners. Each member shall serve at the pleasure of the Mayor and the City Council until his or her successor is appointed.

VACANCY
Upon the death, resignation, disability to perform the duties of a member of the Arts and Culture Item 9.b
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Resolution No. 114-2024

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Healdsburg City CouncilAugust 18, 2025

Healdsburg City Council
August 18, 2025