Agenda packet — Los Banos City Council, February 19, 2025 (part 2 of 3)

DATED AND ISSUED this __ day of _ _____ __ _

THE CITY OF LOS BANOS
a California municipal corporation

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By:

City Manager

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CERTIFICATE OF COMPLETION
Legal Description of the Property
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(to Certificate of Completion)
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ST ATE OF CALIFORNIA

COUNTY OF - ------
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ss.

On _ ______ , before me, ____________ _, Notary Public, personally appeared----------~ personally known to me 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.

WITNESS my hand and official seal.

Notary Public
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(to Certificate of Completion)
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DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development)
Form of City Promissory Note
[Attached Behind This Page]

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CITY PROMISSORY NOTE
(Los Banos Permanent Supportive Housing Development)
Principal Sum Not to Exceed
$12,174,020.00
_____ _, 2025
Los Banos, California

1. FUNDAMENTAL PROVISIONS.

The following terms will be used as defined terms in this City Promissory Note (as it may be amended, modified, extended and renewed from time to time, this "Note"):

Lender/Payee:

Borrower/Maker:

Principal Amount:

Interest Rate:

Default Interest Rate:

Maturity Date:

Business Day:

Deed of Trust:

Loan Documents:

Loan:
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City of Los Banos, a California municipal corporation.

Anabasis LLC, a Delaware limited liability company
Twelve Million One Hundred Seventy Four Thousand Twenty Dollars and Zero Cents ($12,174,020.00).

Three percent (3%) per annum simple interest.

Ten percent (10%) per annum.

Fifteen (15) years from issuance of a Certificate of Completion for the Project, as set forth in the Loan Documents.

Any day of the year other than Saturdays, Sundays and legal holidays on which Lender's main office at 520 J Street, Los Banos, CA 93635, is closed.

That certain Deed of Trust, Assignment of Rents Security Agreement and Fixture Filing of even date herewith executed by Borrower, as "Trustor," for the benefit of Lender, as "Beneficiary." The DDLA, this Note, the Deed of Trust, the Regulatory Agreement and all other documents securing the repayment of the Note, and instruments executed by the Borrower.

The loan from Lender to Borrower in the Principal Amount and evidenced by this Note and/or the Loan Documents.

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Loan Agreement: That Disposition, Development and Loan Agreement (Permanent Supportive Housing Development), dated on or about
2025, between Borrower, as Borrower, and
Lender, as City.

2. PROMISE TOP A Y. For value received, Borrower promises to pay to the order of Lender, at its office at 520 J Street, Los Banos, CA 93635, or at such other place as the Lender hereof may from time to time designate in writing, the Principal Amount together with interest thereon, and all other sums due under and secured by the Deed of Trust or by any other Loan Documents.

3. INTEREST; PAYMENTS & LOAN FORGIVENESS.
(a) Absent a continuing Event of Default hereunder or under any of the Loan Documents, and subject to Lender's rights and remedies for an Event of Default, the Loan made hereunder shall bear three percent (3 % ) interest, per annum, on the unpaid principal. (b) All payments of principal and interest due hereunder shall be made (i) without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, and (ii) without any other set off, claim or defense of any kind or nature. Borrower will pay the amounts necessary such that the gross amount of the principal and interest received by the holder hereof is not less than that required by this Note and/or the Loan Documents. Notwithstanding the foregoing, Borrower shall not be required to pay franchise taxes and taxes imposed on or measured by Lender's net income or gross receipts or other taxes imposed in lieu of such taxes. ( c) Absent a continuing Event of Default hereunder or under any of the Loan Documents, no payments shall be due prior to the Maturity Date. ( d) Absent a continuing Event of Default under any of the Loan Documents, as they may be amended, upon the Maturity Date, Lender shall forgive all unpaid principal, interest and all other amounts payable by Borrower. If there is an Event of Default on or after the Maturity Date, then Borrower shall cure the Event of Default and pay any amounts due hereunder and the Loan Documents. If, and only if, Borrower cures the Event of Default prior to a Notice of Termination, defined below, Lender shall forgive unpaid principal, interest and other amounts payable by Borrower, except for any amount owed due to an Event of Default, resulting interest, and any other costs or fees owed to Lender as a result of the Event of Default. ( d) If any payment of principal and interest to be made by Borrower hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day.

4. PREPAYMENT.
(a) Borrower may prepay the Loan, in whole or in part, at any time and from time to time without penalty.
(b) In no event shall Borrower be entitled to re-borrow any amounts prepaid.

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5. LAWFUL MONEY.

Principal and interest are payable in lawful money,ofthe United States of America.

6. APPLICATION OF PAYMENTS/LATE CHARGE.
(a) Unless otherwise agreed to, in writing, or otherwise required by applicable law, payments will be applied first to accrued, unpaid interest, then to any unpaid collection costs, late charges and other charges, and any remaining amount to principal, provided, however, during the continuance of an Event of Default, as defined herein or in any other Loan Document, Lender reserves the right to apply payments among principal, interest, late charges, collection costs and other charges in such order of priority as Lender shall from time to time determine in its sole discretion. All prepayments shall be applied to the indebtedness owing hereunder in such order and manner as Lender may from time to time determine in its sole discretion. (b) Upon the occurrence, and during the continuance, of an Event of Default, including the failure to pay upon final maturity, Lender, may at its option and in its sole discretion: (i) increase the applicable Interest Rate on this Note to the Default Interest Rate, and/or (ii) add any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the Default Interest Rate. The undersigned acknowledges that, during the time that any amount is in default, Lender will incur losses that are impracticable, costly, and inconvenient to ascertain.

Those losses include, without limitation, the ability to invest amounts then due at the current rate of return and the unavailability of liquid funds. The undersigned agrees that the interest payable hereunder represents a reasonable sum considering all of the circumstances existing on the date of the execution of this Note and represents a reasonable estimate of the losses Lender will incur by reason oflate payment. The undersigned further agrees that proof of actual losses would be costly, inconvenient, impracticable, and extremely difficult to fix. Acceptance of the interest will not constitute a waiver of the default with respect to the overdue installment and will not prevent Lender from exercising any of the other rights and remedies available under this Note and/or the Loan Documents. Notwithstanding anything contained herein, the interest rate will not exceed the maximum rate permitted by applicable law.

7. SECURITY.

This Note is secured, among other security, by security instruments covering real property and personal property of the undersigned located in California, including, without limitation, the Deed of Trust, which Deed of Trust creates a lien on that certain real and personal property described therein.

8. EVENT OF DEFAULT.

The occurrence of any of the following shall be deemed to be an event of default ("Event of Default") hereunder:
(a) default in the payment of principal and/or interest, and/or any other sum advanced

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by Lender pursuant to the terms and provisions of this Note and/or the Loan Documents within five (5) days from the date due; and/or
(b) the failure to perform any of the other terms, provisions, and obligations of the Borrower and/or any indemnitor pursuant to the Loan Documents within thirty (30) days from the receipt of written notice from the Lender (the "30 Day Notice") that such performance was due; provided, however that if such failure is not reasonably susceptible to cure within said thirty (30) days from receipt of the 30 Day Notice and provided that (i) Borrower shall have in good faith undertaken such cure within said thirty (30) day period and (ii) Borrower shall have diligently prosecuted such cure thereafter, Borrower shall have additional time to prosecute such cure, such additional time not to exceed the one hundred twenty (120) days, from receipt by Borrower of the 30 Day Notice; and/or
( c) if any event occurs that is an Event of Default under any of the Loan Documents.

9. REMEDIES.

Upon the occurrence, and during the continuance, of an Event of Default, then at the sole election and option of the holder hereof, the entire balance of principal together with all accrued interest thereon, and all other amounts payable by Borrower under the Loan Documents shall, without demand or notice, immediately become due and payable. Upon the occurrence of an Event of Default ( and so long as such Event of Default shall continue), the entire balance of principal hereof, together with all accrued interest thereon, all other amounts due under the Loan Documents, and any judgment for such principal, interest, and other amounts due under the Loan Documents, shall bear interest at the Default Interest Rate, subject to the limitations contained in Section 14 hereof.

No delay or omission on the part of the holder hereof in exercising any right or remedy under this Note and/or under any of the other Loan Documents hereof shall operate as a waiver of such right.

In addition, and without limiting any other remedy available under law or equity, upon the occurrence, and during the continuance of an Event of Default, Lender may elect, upon written notice to Borrower, to terminate the right to forgiveness of the unpaid principal, interest, or other amounts owed by Borrower under the Loan Documents or this Note. Upon such written notice of termination ("Notice of Termination"), Borrower shall be deemed to have forfeited the right to forgiveness of the Loan, inclusive of unpaid principal, interest, or any other obligation under the Loan Documents or this Note, and all such amounts shall be due and payable in accordance with the provisions of the Loan Documents and this Note.

10. WAIVER.

Borrower hereby waives diligence, demand for payment, presentment for payment, protest, notice of nonpayment, notice of protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, and all other notices or demands of any kind ( except notices specifically provided for in the Loan Documents, if any). Borrower waives to the full extent permitted by law, the right to plead any and all statutes of limitations and/or any defenses relating to marshaling of assets as a defense.

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11. CHANGE, DISCHARGE, TERMINATION, OR WAIVER.

No provision of this Note may be changed, discharged, terminated, or waived except in a writing signed by the party against whom enforcement of the change, discharge, termination, or waiver is sought. No failure on the part of the holder hereof to exercise and no delay by the holder hereof in exercising any right or remedy under this Note and/or the Loan Documents and/or under the law shall operate as a waiver thereof.

12. ATTORNEY'S FEES.

The undersigned agrees to pay all reasonable costs including, without limitation, reasonable attorney fees, incurred by the holder of this Note in enforcing payment, whether or not suit is filed, including, without limitation, all costs, attorney fees, and expenses incurred by the holder of this Note in connection with any bankruptcy, reorganization, arrangement, or other similar proceedings involving the undersigned that in any way affects the exercise by the holder of this Note of its rights and remedies under this Note. All costs incurred by the holder of this Note in any action undertaken to obtain relief from the stay of bankruptcy statutes are specifically included in those costs and expenses to be paid by the undersigned. Borrower will pay to Lender all attorney fees and other costs referred to in this Section 13 on demand, together with interest from the date of the demand at the Default Rate until paid.

13. SEVERABILITY.

If any provision of this Note is unenforceable, the enforceability of the other provisions shall not be affected and they shall remain in full force and effect.

14. INTEREST RATE LIMITATION.

Borrower hereby agrees to pay an effective rate of interest that is the sum of the interest rate provided for herein, together with any additional rate of interest resulting from any other charges of interest or in the nature of interest paid or to be paid in connection with the Loan, including, without limitation, the Loan Fee and any other fees to be paid by Borrower pursuant to the provisions of the Loan Documents. Lender and Borrower agree that none of the terms and provisions contained herein or in any of the Loan Documents shall be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of the State of California. In such event, if any holder of this Note shall collect monies which are deemed to constitute interest which would otherwise increase the effective interest rate on this Note to a rate in excess of the maximum rate permitted to be charged by the laws of the State of California, all such sums deemed to constitute interest in excess of such maximum rate shall, at the option of the holder, be credited to the payment of other amounts payable under this Note and/or the Loan Documents or returned to Borrower.

15. NUMBER AND GENDER.

In this Note the singular shall include the plural and the masculine shall include the feminine and

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neuter gender, and vice versa.

16. HEADINGS.

Headings at the beginning of each numbered section of this Note are intended solely for convenience and are not part ofthis Note.

17. CHOICEOFLAW.

The laws of the State of California shall govern the interpretation and enforcement of this Note.

Any action to enforce or interpret this Note shall be filed and heard in the Superior Court of Napa County, California or in the Federal District Court for the Northern District of California

18. INTEGRATION.

The Loan Documents contain the complete understanding and agreement of the holder hereof and Borrower and supersede all prior representations, warranties, agreements, arrangements, understandings, and negotiations.

19. BINDING EFFECT.

The Loan Documents will be binding upon, and inure to the benefit of, the holder hereof, Borrower, and their respective successors and assigns. Borrower may not assign its obligations under the Loan Documents.

20. TIME OF THE ESSENCE.

Time is of the essence with regard to each provision of the Loan Documents as to which time is a factor.

21. SURVIVAL.

The representations, warranties, and covenants of the Borrower in the Loan Documents shall survive the execution and delivery of the Loan Documents and the making of the Loan.

22. NONRECOURSE.

This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any of its officers, directors, members, or general and limited partners shall have any personal liability for repaying the principal or interest of the Note. In any action brought to enforce the obligations of Maker under this Note, the Deed of Trust or any other instrument or agreement evidencing, securing or relating to the indebtedness evidenced by this Note, the judgment or decree shall be enforceable against Borrower solely and only to the extent of its interest in the property described in the Deed of Trust or its interest in any other security provided by Borrower as security for this Note, and Lender shall not seek any deficiency judgment against the Borrower. The foregoing provisions shall not prevent recourse to the collateral security for the loan, including but not limited to all contracts, documents, reports, surveys, materials, architectural drawings and

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specifications and other information related to the Project, or constitute a waiver, release or discharge of or otherwise affect the obligation to pay, any indebtedness evidenced by the loan documents executed in connection with the Project or limit the right of any person to name the Borrower or any other person claiming an interest in or right to such collateral as party defendant in any action or suit for judicial foreclosure or in the exercise of any other remedy, including injunctive or other equitable relief, under any of the loan documents executed in connection with this Development so long as no deficiency judgment shall be sought against the Borrower.

23. JOINT AND SEVERAL OBLIGATIONS. If this Note is signed by more than one party as Borrower, all obligations of Borrower herein shall be the joint and several obligations of each party executing this Note as Borrower.
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MAKER I BORROWER:

BORROWER:

By:------------ Name: - ----- Title: ------

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DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development)
Form of City Promissory Note-Interim Loan
[Attached Behind This Page]

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CITY PROMISSORY NOTE-INTERIM LOAN
(Permanent Supportive Housing Development)
Principal Sum Not to Exceed _ ____ _, 2025
$ _ _ _ .00 Los Banos, California

1. FUNDAMENTAL PROVISIONS.

The following terms will be used as defined terms in this Note (as it may be amended, modified, extended and renewed from time to time):

Lender/Payee:

Borrower/Maker:

Principal Amount:

Interest Rate:

Default Interest Rate:

Maturity Date:

Business Day:

Loan Documents:

Loan:

Loan Agreement:

Personal Guaranty:

City of Los Banos, a California municipal corporation.

Anabasis LLC, a Delaware limited liability company
Six Hundred Thousand Dollars ($600,000.00).

Three percent (3%) per annum simple interest.

Ten percent (10%) per annum.

May 31 , 2025.

Any day of the year other than Saturdays, Sundays and legal holidays on which Lender's main office at 520 J Street, Los Banos, CA 93635, is closed.

The DDLA, this Note, and all other instruments executed by the Borrower.

The loan from Lender to Borrower in the Principal Amount and evidenced by this Note and/or the Loan Documents.

That Disposition, Development and Loan Agreement (Permanent Supportive Housing Development), dated on or about
2025, between Borrower, as Borrower, and
Lender, as City.

The Personal Guaranty for payment of the Principal Amount executed on or about the same date hereof.

2. PROMISE TO PAY. For value received, Borrower promises to pay to the order of Lender, at its office at 520 J Street, Los Banos, CA 93635, or at such other place as the Lender hereof may

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from time to time designate in writing, the Principal Amount together with interest thereon, and all other sums due under and secured by the Deed of Trust or by any other Loan Documents.

3. INTEREST; PAYMENTS & CONVERSION.
(a) Absent a continuing Event of Default hereunder or under any of the Loan Documents, and subject to Lender's rights and remedies for an Event of Default, the Loan made hereunder shall bear three percent (3%) interest, per annum, on the unpaid principal. (b) All payments of principal and interest due hereunder shall be made (i) without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, and (ii) without any other set off, claim or defense of any kind or nature. Borrower will pay the amounts necessary such that the gross amount of the principal and interest received by the holder hereof is not less than that required by this Note and/or the Loan Documents. Notwithstanding the foregoing, Borrower shall not be required to pay franchise taxes and taxes imposed on or measured by Lender's net income or gross receipts or other taxes imposed in lieu of such taxes. ( c) Absent a continuing Event of Default hereunder or under any of the Loan Documents, no payments shall be due prior to the Maturity Date. ( d) Absent a continuing Event of Default under any of the Loan Documents, as they may be amended, upon the Maturity Date or Close of Escrow under the DDLA (whichever is earlier), the Principal Amount, and any accrued interest, shall be converted to a permanent loan and included in the City Promissory Note to be executed by Borrower in favor of Lender at Close of Escrow under the DDLA, upon which time this Note shall be terminated, cancelled and have further force or effect.
( d) If Close of Escrow does not occur due a default of Lender, then Borrower shall be entitled to forgiveness of the Principal Amount, and any accrued interest, subject to any offsets for default of Borrower's obligations or use of the Loan proceeds in violation of the DDLA. (e) If any payment of principal and interest to be made by Borrower hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day.

4. PREPAYMENT.
(a) Borrower may prepay the Loan, in whole or in part, at any time and from time to time without penalty.
(b) In no event shall Borrower be entitled to re-borrow any amounts prepaid.

5. LAWFUL MONEY.

Principal and interest are payable in lawful money of the United States of America.

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6. APPLICATION OF PAYMENTS/LA TE CHARGE.
(a) Unless otherwise agreed to, in writing, or otherwise required by applicable law, payments will be applied first to accrued, unpaid interest, then to any unpaid collection costs, late charges and other charges, and any remaining amount to principal, provided, however, during the continuance of an Event of Default, as defined herein or in any other Loan Document, Lender reserves the right to apply payments among principal, interest, late charges, collection costs and other charges in such order of priority as Lender shall from time to time determine in its sole discretion. All prepayments shall be applied to the indebtedness owing hereunder in such order and manner as Lender may from time to time determine in its sole discretion. (b) Upon the occurrence, and during the continuance, of an Event of Default, including the failure to pay upon final maturity, Lender, may at its option and in its sole discretion: (i) increase the applicable Interest Rate on this Note to the Default Interest Rate, and/or (ii) add any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the Default Interest Rate. The undersigned acknowledges that, during the time that any amount is in default, Lender will incur losses that are impracticable, costly, and inconvenient to ascertain.

7. INTENTIONALLY DELETED.

8. EVENT OF DEFAULT.

The occurrence of any of the following shall be deemed to be an event of default ("Event of Default") hereunder:
(a) default in the payment of principal and/or interest, and/or any other sum advanced by Lender pursuant to the terms and provisions of this Note and/or the Loan Documents within five (5) days from the date due; and/or
(b) the failure to perform any of the other terms, provisions, and obligations of the Borrower and/or any indemnitor pursuant to the Loan Documents within thirty (30) days from the receipt of written notice from the Lender (the "30 Day Notice") that such performance was due; provided, however that if such failure is not reasonably susceptible to cure within said thirty (30) days from receipt of the 30 Day Notice and provided that (i) Borrower shall have in good faith undertaken such cure within said thirty (30) day period and (ii) Borrower shall have diligently prosecuted such cure thereafter, Borrower shall have additional time to prosecute such cure, such

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additional time not to exceed the one hundred twenty (120) days, from receipt by Borrower of the 30 Day Notice; and/or
( d) if any event occurs that is an Event of Default under any of the Loan Documents.

9. REMEDIES.

No delay or omission on the part of the holder hereof in exercising any right or remedy under this Note and/or under any of the other Loan Documents hereof shall operate as a waiver of such right.

In addition, and without limiting any other remedy available under law or equity, upon the occurrence, and during the continuance of an Event of Default, Lender may elect, upon written notice to Borrower, to terminate the right to convert the unpaid principal, interest, or other amounts owed by Borrower under the Loan Documents or this Note. Upon such written notice of termination ("Notice of Termination"), Borrower shall be deemed to have forfeited the right to convert amounts owed hereunder into a permanent loan, and all such amounts shall be due and payable in accordance with the provisions of the Loan Documents and this Note.

Holder may enforce the Personal Guaranty executed herewith for an Event of Default.

10. WAIVER.

11. CHANGE, DISCHARGE, TERMINATION, OR WAIVER.

12. ATTORNEY'S FEES.

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The undersigned agrees to pay all reasonable costs including, without limitation, reasonable attorney fees, incurred by the holder of this Note in enforcing payment, whether or not suit is filed, including, without limitation, all costs, attorney fees, and expenses incurred by the holder of this Note in connection with any bankruptcy, reorganization, arrangement, or other similar proceedings involving the undersigned that in any way affects the exercise by the holder of this Note of its rights and remedies under this Note. All costs incurred by the holder of this Note in any action undertaken to obtain relief from the stay of bankruptcy statutes are specifically included in those costs and expenses to be paid by the undersigned. Borrower will pay to Lender all attorney fees and other costs referred to in this Section 13 on demand, together with interest from the date of the demand at the Default Rate until paid.

13. SEVERABILITY.

If any provision of this Note is unenforceable, the enforceability of the other provisions shall not be affected and they shall remain in full force and effect.

14. INTEREST RATE LIMITATION.

15. NUMBER AND GENDER.

In this Note the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa.

16. HEADINGS.

Headings at the beginning of each numbered section of this Note are intended solely for convenience and are not part of this Note.

17. CHOICE OF LAW.

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The laws of the State of California shall govern the interpretation and enforcement of this Note.

Any action to enforce or interpret this Note shall be filed and heard in the Superior Court of Napa County, California or in the Federal District Court for the Northern District of California.

18. INTEGRATION.

19. BINDING EFFECT.

20. TIME OF THE ESSENCE.

Time is of the essence with regard to each provision of the Loan Documents as to which time is a factor.

21. SURVIVAL.

The representations, warranties, and covenants of the Borrower in the Loan Documents shall survive the execution and delivery of the Loan Documents and the making of the Loan.

22. SECURITY.

This Note is an obligation of Borrower that is secured by the Personal Guaranty.

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MAKER/ BORROWER:

BORROWER:

By: _ ________ _
Name: ---- --
Title: ------

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DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development)
Form of City Deed of Trust
[Attached Behind This Page]

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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Los Banos
520 J Street
Los Banos, CA 93635
Attn: City Manager

EXEMPT FROM RECORDING FEES
PER GOVT. CODE .' 6103 AND 27383
APN: - - ---- - - -

CITY OF LOS BANOS

DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND

FIXTURE FILING
This Deed of Trust is made as of _ ___ ~ 2025, among _ _______ _ ("TRUSTOR"), whose address is ____ ___ ; and the CITY OF LOS BANOS ("TRUSTEE" and "BENEFICIARY"), whose address is 520 J Street, Los Banos, CA 93635.

Trustor irrevocably grants, conveys, transfers, and assigns to Trustee in trust, with power of sale and right of entry and possession, all of Trustor' s estate, right, title, and interest in, to and under the following property ( collectively, the "Property"): ( a) the real property in Fresno County, California, described on Exhibit 1 attached hereto and incorporated herein by this reference, together with all existing and future easements and rights affording access to it (the "Land"), (b) together with all buildings, structures, and improvements now existing or hereafter constructed thereon (the "Improvements"), ( c) together with all articles of personal property now or hereafter attached to, placed upon for an indefinite term, or used in connection with the Land and/or Improvements, together with all goods and other property that are, or at any time become, so related to the Property that an interest in them arises under real estate law, or they are otherwise adjudged to be a "fixture" under applicable law (each a "Fixture," collectively "Fixtures"), (d) together with all other property and interests of any kind or character which may be reasonably necessary or desirable to promote the present and future beneficial use and enjoyment of such real property and improvements.

1. Secured Obligations. Trustor makes the grant, conveyance, transfer, and assignment herein for the purpose of securing the following obligations (the "Secured Obligations"): (a) payment of the sum of Nine Million Five Hundred Thousand Dollars and Zero Cents ($9,500,000.00) with interest thereon according to the terms of an Amended and Restated Promissory Note (the "Note") of even date herewith, executed by Trustor in favor of Beneficiary or order and any extension or renewals thereof; (b) payment of such further sums as the then record owner of the Property may borrow from Beneficiary, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust; and (d) performance of each agreement

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and obligation of Trustor under that certain Disposition, Development and Loan Agreement executed by Trustor and Beneficiary dated ----- ~ 2025 (the "Loan Agreement"), providing for the construction of improvements on the Property and operation of the Property and improvements thereon as affordable housing (the "Project"); and (e) obligations under the Affordable Housing Regulatory Agreement and Declaration of Covenants, Conditions and Restrictions dated of even date herewith (the "Regulatory Agreement") recorded against respective portions of the Property on even date with this Deed of Trust. The payment of the amount owing pursuant to the terms of the Note by Trustor does not extinguish the rights of the Beneficiary under the Regulatory Agreement.

2. Maintenance and Repair. Trustor shall (a) keep the Property in good condition and repair and not remove or demolish any building except as may be necessary to construct the Project; (b) complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed; ( c) pay when due all claims for labor performed and materials furnished; ( d) comply with all laws affecting the Property or requiring any alterations or improvements to be made; (e) not commit or permit waste; and (f) cultivate, irrigate, fertilize, fumigate, prune, and do all other acts which from the character or use of the Property may be reasonably necessary.

3. Insurance. Trustor shall maintain hazard insurance against loss by fire, hazards included with the term "extended coverage," and any other hazards for which Beneficiary requires insurance, and liability insurance as set forth in the Loan Agreement. The insurance carrier and the insurance policies and amounts of coverage shall comply with the terms of the Loan Agreement or shall otherwise be acceptable to Beneficiary, the policies shall name Beneficiary as a loss payee or an additional insured, as applicable, the policies shall include Beneficiary as an additional insured, as applicable.

4. Defense of Security. Trustor shall appear in and defend any action or proceeding purporting to affect the security or the rights or powers of Beneficiary or Trustee. Trustor shall pay all costs and expenses, including costs of evidence of title and attorneys' fees, in any such action or proceeding in which Trustee or Beneficiary may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust.

5. Payment of Taxes and Liens. Trustor shall pay (a) at least 10 days before delinquency, all non-abated taxes and assessments affecting the Property, including water stock assessments; (b) when due, all encumbrances, charges, and liens, with interest, on the Property, which are or appear to be prior or superior to this Deed of Trust; and ( c) upon demand all reasonable and documented costs, fees, and expenses of this Deed of Trust. If Trustor fails to make any payment or to do any act provided for in this Deed of Trust after written notice of such failure by Beneficiary and a reasonably opportunity to cure, then Beneficiary or Trustee may, without obligation to do so, and with or without notice to or demand upon Trustor, and without releasing Trustor from any obligation under this Deed of Trust: (w) make or do the same in such manner and to such extent as either may deem necessary to protect the security, Beneficiary or Trustee being authorized to enter upon the Property for such purposes; (x) appear in or commence any action or proceeding purporting to affect the security, or the rights or powers of Beneficiary or Trustee; (y) pay, purchase, contest or settle any encumbrance, charge or lien which in the judgment of either appears to be senior to this Deed of Trust; and (z) in exercising any such powers,

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pay allowable expenses, including attorneys' fees.

6. Reimbursement of Costs. Trustor shall pay upon demand all reasonable and documented sums expended by Beneficiary or Trustee provided for in this Deed of Trust or allowed by law, with interest from date of expenditure at the maximum rate provided in the Note.

7. No Waiver. By accepting payment of any sum after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums or declare a default for failure to pay.

8. Reconveyance. That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust and said note or notes to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals of such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto."

9. Assignment of Rents. Subject to the rights of senior lenders, Trustor hereby absolutely and unconditionally assigns to Beneficiary all of the rents, issues, profits, royalties, revenues, income, and other benefits ( collectively, the "Rents") derived from the Property, whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the right, power, and authority, but not the obligation, to collect the Rents, and to sue, either in the name of Trustor or Beneficiary, for all such Rents and to apply the same to the indebtedness secured hereby in such order as Beneficiary may determine in its sole discretion. This assignment of Rents is intended to create and shall be construed to create an absolute assignment to Beneficiary of all of Trustor' s right, title, and interest in the Rents.

So long as no default exists by Trustor in the payment of any indebtedness secured hereby, or in any other covenant contained herein, or in said note or notes or in any other document evidencing or securing such indebtedness, Trustor shall have the right to collect all Rents from the Property and to retain, use, and enjoy the same. Upon the occurrence of such a default beyond any applicable notice and cure periods, without the necessity of demand or other notice to Trustor or any other act to enforce Beneficiary's interest pursuant to this assignment, Trustor shall have no interest whatsoever in the Rents that are received by Trustor after a default, and all such Rents shall be received and held by Trustor in constructive trust for Beneficiary and delivered promptly to Beneficiary, or to a court-appointed receiver for the Property, without the necessity for further notice to, or demand upon, Trustor. Upon the occurrence of such a default, beyond any applicable notice and cure periods, and at any time thereafter during the continuance thereof, Beneficiary may, at its option, send any tenant of the Property a notice to the effect that: (a) a default has occurred; (b) Beneficiary has elected to exercise its rights under this assignment; and ( c) such tenant is thereby directed to thereafter make all payments of Rents to or for the benefit of Beneficiary or as Beneficiary shall direct. Any such tenant shall be entitled to rely upon any notice from Beneficiary and shall be protected with respect to any payment of Rents made pursuant to such notice, irrespective of whether a dispute exists between Trustor and Beneficiary with respect to the existence of a default or the rights of Beneficiary hereunder. Any such tenant shall not be required to investigate or determine the validity or accuracy of such notice or the validity or enforceability of this assignment. Trustor hereby agrees to indemnify, defend, and hold any such

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tenant harmless from and against any and all losses, claims, damages or liabilities arising from or related to any payment of Rents by such tenant made in reliance on and pursuant to such notice.

10. Default and Foreclosure. Upon default by Trustor in payment or performance of any Secured Obligation, subject to any applicable notice and cure period, Beneficiary may declare all sums secured immediately due and payable by delivery to Trustee of a declaration of default and demand for sale and of a notice of default and of a notice of sale, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, said note or notes, and all documents evidencing expenditures secured by this Deed of Trust. Upon default of any obligation secured by this Deed of Trust and acceleration of all sums due, Beneficiary may instruct Trustee to proceed with a sale of the Property under the power of sale granted in this Deed of Trust, noticed and held in accordance with California Civil Code Sections 2924, et seq., as such statutes may be amended from time to time. Trustor waives all rights it may have to require marshaling of assets or to require sales of assets in any particular order, including any rights under California Civil Code Sections 2899 and 3455.

11. Distribution of Foreclosure Proceeds. The proceeds generated by any Foreclosure ("Proceeds") shall be distributed as follows: (i) First, senior liens and encumbrances (if any) on the Project shall be fully paid from the Proceeds; (ii) Second, Beneficiary shall be fully paid any amounts owing under the Secured Obligations; (iii) Third, to the Trustor to the extent the Trustor or its affiliate has unreimbursed predevelopment costs advanced in connection with the Project; (iv) Fourth, Beneficiary shall be paid the difference between the appraised value of the completed Project (applicable portion thereof) as restricted by the Regulatory Agreement ("Restricted Value") and the Proceeds ("Differential"); (v) Fifth, any remaining Proceeds shall be distributed in accordance with California Civil Code Section 2924(k). The Differential shall be deposited in Beneficiary's housing fund. Trustor expressly acknowledges and agrees that the Loan Agreement and this Deed of Trust constitutes a lien against the Project and the Differential, including in accordance with California Civil Code Sections 2872, 2924 to 2924h, inclusive ("Differential Lien"). In the event of a Foreclosure, for purposes of distribution of the Differential only, the Differential Lien shall be considered a junior lien or encumbrance within the meaning of California Civil Code section 2924k(a)(3). Trustor hereby irrevocably instructs any holder of the Differential or similar proceeds generated by Foreclosure to immediately disburse the Differential to Beneficiary, and agrees to defend, indemnify and hold Beneficiary and such holder harmless from any and all claims related to such distribution. As used herein, "Foreclosure" means any judicial or non-judicial foreclosure, trustee's sale, deed-in-lieu transfer, short sale, or similar transaction.

12. Substitution of Trustee. Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers, and duties. Said instrument must contain the name of the original Trustor, Trustee, and Beneficiary hereunder, the book and page where this Deed of Trust is recorded, and the name and address of the new Trustee.

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13. Successors and Assigns. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term "Beneficiary" shall mean the owner and holder, including pledgees, of the secured note or notes, whether or not named as Beneficiary herein.

14. Trustee Acceptance. Trustee accepts this trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

15. Further Assurances. Trustor shall, at its own cost and expense, do, execute, acknowledge, and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers, and assurances as Trustee or Beneficiary shall from time to time reasonably require, for better assuring, conveying, assigning, transferring, and confirming unto Trustee the Property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which Trustor may be or may hereafter become bound to convey or assign to Trustee, or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust, or for filing, registering, or recording this Deed of Trust. Trustor shall, on demand, execute and deliver, and hereby authorizes Trustee and Beneficiary, or either of them, to execute in the name of Trustor, to the extent it may lawfully do so, one or more financing statements, chattel mortgages, or comparable security instruments, to evidence more effectively the lien hereof. , Immediately upon the execution and delivery of this Deed of Trust, and thereafter from time to time, Trustor shall cause this Deed of Trust, and any security instruments creating a lien or evidencing the lien hereof upon any personal property and each instrument of further assurance, to be filed, registered, or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien hereof upon, and the title of Trustee to, the Property encumbered hereby.

16. Condemnation and Insurance Proceeds. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation or other taking of all or any portion of the Property, or knowledge of any casualty damage to the Property, or damage in any other manner, Trustor shall immediately notify Beneficiary thereof. Trustor hereby authorizes and empowers Beneficiary as attorney-in-fact for Trustor to make proof of loss, to adjust and compromise any claim under the insurance policies covering the Property, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Beneficiary's expenses incurred in the collection of such proceeds; provided, however, that nothing contained in this Section shall require Beneficiary to incur any expense or take any action hereunder. Trustor hereby authorizes and empowers Beneficiary, at Beneficiary's option, as attorney-in-fact for Trustor, to commence, appear in, and prosecute, in Beneficiary's or Trustor's name, any action or proceeding relating to any condemnation or other taking of all or any part of the Property, whether direct or indirect, and to settle or compromise any claim in connection with such condemnation or other taking. The proceeds of any award payment or claim for damages, direct or consequential, in connection with any condemnation or other taking, whether direct or indirect, of the Property, or any part thereof, or for conveyances in lieu of the Property, or any part thereof, shall be paid to Beneficiary. The foregoing powers of attorney are coupled with an interest and are irrevocable. Trustor hereby

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authorizes Beneficiary to apply such awards, payments, proceeds or damages relating to condemnation of the Property and insurance covering the Property, after the deduction of Beneficiary's expenses incurred in the collection of such amounts, subject to the requirements of applicable law and the provisions hereof, to restoration or repair of the Property or to payment of the sums secured by this Deed of Trust. Beneficiary shall be under no obligation to question the amount of any compensation, awards, proceeds, damages, claims, rights of action, and payments relating to condemnation or other taking of the Property or insured casualty affecting the Property, and may accept the same in the amount in which the same shall be paid. Trustor shall execute such further evidence of assignment of any awards, proceeds, damages or claims arising in connection with such condemnation or taking or such insurance as Beneficiary may require.

Notwithstanding the above, the Beneficiary shall release all insurance and condemnation proceeds to Trustor to be used to reconstruct the improvements on the Property provided that Beneficiary reasonably determines that such restoration, repair or rebuilding is economically feasible, provided, Beneficiary acknowledges and agrees that if any casualty affects the Property at any point after the execution of this Deed of Trust and prior to the construction of the Trustor's new Improvements, the Trustor shall not be obligated to reconstruct any improvements on the Property.

If such insurance proceeds shall be insufficient for such purposes, Trustor shall make up the deficiency. If the Project is subject to a partial condemnation or taking, then the proceeds received therefrom shall be applied to restore the Project taken, provided the Beneficiary determines that such restoration is economically feasible and no default exists under the Loan Documents following the expiration of all applicable cure periods. If the Project is subject to a total condemnation, or if Beneficiary determines that restoration of the Project is not feasible following a partial condemnation, or if a default exists then the proceeds from any condemnation award or claim for damages shall be used first to repay all sums under the Note, with the excess, if any, paid to Trustor, subject to the rights of the senior lender.

17. Severability. If any one or more of the provisions contained in this Deed of Trust shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Deed of Trust, but this Deed of Trust shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein or therein, but only to the extent of such invalidity.

18. Estoppel Certificate. Trustor shall, within thirty (30) days of a written request from Beneficiary, furnish Beneficiary with a written statement, duly acknowledged, setting forth the sums secured by this Deed of Trust and any right of set-off, counterclaim or other defense which exists against such sums and the obligations of this Deed of Trust.

19. California Uniform Commercial Code Security Agreement; Fixture Filing.

Trustor hereby grants Beneficiary a security interest in all personal property of Trustor located on the Property and wherever located and used in any way in connection with or in any way relating to the Property, and whether now owned or hereafter in existence, acquired or created (including equipment, inventory, goods, documents, instruments, general intangibles, chattel paper, accounts, accounts receivable, deposit accounts, and contract rights), and all fixtures of Trustor now owned or hereafter in existence, acquired or created on, of or relating to the Property, and all substitutions, replacements, additions, accessions, and proceeds (including insurance proceeds) of all of the foregoing ( collectively, the "Personal Property"). Beneficiary may file this Deed of Trust, or a

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reproduction hereof, in the real estate records or other appropriate index, as a financing statement for the Personal Property. Any reproduction of this Deed of Trust or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Trustor shall execute and deliver to Beneficiary, upon Beneficiary's request, any financing statements, as well as extensions, renewals, and amendments thereof, and reproductions of this Deed of Trust in such form as Beneficiary may require to perfect a security interest with respect to the Personal Property. Trustor shall pay all costs of filing such financing statements and any extensions, renewals, amendments, and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. Upon Trustor's breach of any covenant or agreement of Trustor contained in this Deed of Trust, including the covenants to pay when due all sums secured by this Deed of Trust, Beneficiary shall have the remedies of a secured party under the California Uniform Commercial Code and, at Beneficiary's option, may also invoke any remedies provided in this Deed of Trust as to the Personal Property.

In exercising any of such remedies, Beneficiary may proceed against the Property and any of the Personal Property separately or together and in any order whatsoever, without in any way affecting the availability of Beneficiary's remedies under the California Uniform Commercial Code or the remedies provided in the Deed of Trust. This Deed of Trust also covers goods which are or which are to become fixtures on the Property and constitutes and is filed as a fixture filing under the California Uniform Commercial Code.

20. Due-On-Sale or Encumbrance. Except as expressly permitted in the Loan Documents, if all or any part of the Property, or any interest therein, or any beneficial interest in Trustor (if Trustor is not a natural person or persons but is a corporation, partnership, trust, limited liability company or other legal entity), is sold, transferred, mortgaged, assigned, pledged, or further encumbered, whether directly or indirectly, whether voluntarily or involuntarily, or by operation oflaw, Beneficiary may, at Beneficiary's option, declare all of the sums secured by this Deed of Trust to be immediately due and payable, and Beneficiary may invoke any remedies permitted by this Deed of Trust.
[CONTINUED ON NEXT PAGE]

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The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to Trustor at Trustor's address hereinbefore set forth, and to Trustor's limited partner at its address set forth in the Loan Agreement entered into by and between Trustor and Beneficiary referenced in Section 1, above.

TRUSTOR:

BORROWER:

By: ___ ______ _
Name: - ------- Title:

EXHIBIT J
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EXHIBIT 1

LEGAL DESCRIPTION OF THE PROPERTY

TOBE ADDED
EXHIBIT 1
(Legal Description of the Property)
83727.00003\43242936.l
322

ACKNOWLEDGEMENT
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 __________ -J
On _ ______ ~ 2025 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)
EXHIBIT 1
(Legal Description of the Property)
83727.00003\43242936.)
323
324
83727.00003\43242936.l

EXHIBITK
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development)
Form of Affordable Housing Regulatory Agreement
[Attached Behind This Page]
;J'OBEADDED

EXHIBITK
325
326
83727.00003\43242936.J

EXHIBIT L
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development)
Project Budget & Schedule of Payments
[Attached Behind This Page]
TO BE ADD¥D BASED QN ERF·BUDGET

EXHIBITL
327
328
One Tree Village Exhibit L
Item Description
5l!l!l!QRTIVE 5ERVl!:;E5
Onsite Program Manager (1 FTE) Manages program/services onsite $ 300,000.00 Property Manager (1 FTE) Lease and Resident services onsite $ 225,000.00 Services Coordinator (2.0 FTE) Services to Residents onsite $ 408,000.00 Facility Maintenance Staff (1.0 FTE) Maintains property maintenance $ 225,000.00 Benefits Health and Retirement Benefits $ 314,820.00
Subtotal - Supportive Services Costs $ 1,472,820.00

CAPITAL COSTS
Residential Units 58 total units (1,2, and 3 bedroom) $ 5,000,000.00 Services Building Modular offices for Resident Services $ 250,000.00 Dwelling Unit Storage 5X5 storage units $ 80,000.00
Architect Services Architect for project design $ 150,000.00 Engineer Services $ 50,000.00
Electrical Connections Electrical connections to all units $ 300,000.00 Solar Solar Panels $ 600,000.00
Landscaping Project site landscaping $ 90,000.00
Ground Work/Grading/Leveling Ground work on project site $ 592,000.00 Sewer Connections City Sewer connection $ 62,400.00
Water Connections City Water connection $ 114,400.00
Permanent Foundations Foundations for units and buildings $ 435,000.00 Asphalt and Cement Asphalt and Cement for project $ 350,000.00 Subtotal-Capital Costs $ 8,073,800.00

OPERATING COSTS
Electric Service Fees (per month) Monthly fees for PG&E $ 216,000.00 Water Service Fees (per month) Monthly fees for City Water $ 126,000.00 Sewer Service Fees (per month) Monthly sewer fees $ 108,000.00 Data Services (per month) Internet/Data/Phone $ 9,000.00 Landscaping Services (per month) Monthly landscaping services $ 14,400.00 Subtotal-Operating Costs $ 473,400.00

CONSTRUCTION COSTS
Developer Construction Management Fee $ 1,081,000.00
Contingency and Change Order Set Aside Change orders $ 473,000.00 Subtotal-Construction Costs $ 1,554,000.00

PRE-ESCROW PERSONAL GUARANTY COSTS
Architect Services $ 50,000.00
Engineer Services $ 200,000.00
Consultant-Landscape, Utility $ 100,000.00
Legal Services $ 50,000.00
Pre-Construction Management Fee $ 200,000.00
Subtotal-Pre-Escrow Personal Guaranty Costs $ 600,000.00 Subtotal - All Non Supportive Services Costs $ 10,701,200.00 TOTAL BUDGET-AMOUNT OF LOAN $ 12,174,020.00
329
330
83727.00003\43242936.l

EXHIBITM
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development)

RESERVED

EXHIBITM
331
332
83727.00003\43242936.l

EXHIBITN
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development)
ERF Standard Agreement
[Attached Behind This Page]

EXHIBITM
333
334
STATE OF CALIFORNIA- DEPARTMENT OF GENERAL SERVICES ~;:,_"' _ v_ •_1,_. ____ _ _ _ E __ X __ H __ I_B_ IT N _
STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER (If Applicable) STD 213 (Rev. 04/2020) 24-ERF-3-R-100010

1. This Agreement is entered into between the Contracting Agency and the Contractor named below:

CONTRACTING AGENCY NAME

DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT

CONTRACTOR NAME
City of Los Banos

2. The term of this Agreement is:

START DATE
Upon HCD Approval
TiiROUGH END DATE
4/15/2029

3. The maximum amount of this Agreement is:
$11,842,621.00 (Eleven Million Eight Hundred Forty-Two Thousand Six Hundred Twenty-One Dollars and No Cents)

4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement.

Exhibits Title
Exhibit A Authority, Purpose, and Scope of Work
Exhibit B Budget Detail and Payment Provisions
ExhibitC General Terms and Conditions
Exhibit D ERF General Terms and Conditions
Exhibit E Special Terms and Conditions

TOTAL NUMBER OF PAGES ATTACHED
Items shown with an aster,sk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto.

These documents can be viewed at h ttps:/lwww.dgs.ca.gov/OLS/Resources IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXEClffED BY THE PARTIES HERETO.

CONTRACTOR
CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership, etc.) City of Los Banos

CONTRACTOR BUSINESS ADDRESS
520J. St

PRINTED NAME OF PERSON SIGNIN
CITY
Los Banos
mLE c~

DATE SIGNED
Pages
6 4
GTC
04/2017
11 2
23 STATE ZIP
CA 93635
e(
Paqe 1 of 2
335
SCOIU:

STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES .-------------r--------------~

STANDARD AGREEMENT
STD 213 (Rev. 04/2020)

CONTRACTING AGENCY NAME
Department of Housing and Community Development

CONTRACTING AGENCY ADDRESS
651 Bannon Street, Suite400

PRINTED NAME OF PERSON SIGNING
Diana Malimon

CONTRACTING AGENCY AUTHORIZED SIGNATURE

CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL

AGREEMENT NUMBER
24-ERF-3-R-100010
PURCHASING AUTHORITY NUMBER (If Applicable)

STATE OF CALIFORNIA
CITY
Sacramento
lTTLE
!

STATE IZIP
CA 95811
Contract Services Section Manager

DATE SIGNED
10/22/2024
EXEMPTION (If Applicable)
Exempt per; SCM Vol. 1 4.04.A.3 (DGS memo, dated
06/12/1981)
Paqe2of2
336

EXHIBIT A

AUTHORITY, PURPOSE, AND SCOPE OF WORK

1. Authority
City of Los Banos
24-ERF-3-R-100010

Page 1 ends

The State of California has established the Encampment Resolution Funding Program ("ERF" or "Program") pursuant to Chapter 7 (commencing with Section 50250) of Part 1 of Division 31 of the Health and Safety Code. ERF was amended by SB 197 (Statutes of 2022, Chapter 70, Sec.3-8, effective June 30, 2022).

The Program is administered by the California Department of Housing and Community Development ("HCD") in the Business, Consumer Services and Housing Agency ("Agency"). ERF provides one-time, competitive grant funds to Continuums of Care and I or Local Jurisdictions as defined below. To date, there have been three rounds of the Encampment Resolution Funding Program. This Standard Agreement governs the ( R~iling Disbursement in Round 3 of the ERF Program ("ERF-3-R"). For this Standard ~.eement, ERF-3-R is synonymous with "ERF" or "Program" and refers to programs and grantees under Health and Safety Code 50252.1(c}(1).

This Standard Agreement along with all its exhibits ("Agreement") is entered into by HCD and a Continuum of Care or a Local Jurisdiction ("Grantee") under the authority of, and in furtherance of, the purpose of the Program. In signing this Agreement and thereby accepting this award of funds, the Grantee agrees to comply with the terms and conditions of this Agreement, the Notice of Funding Availability ("NOFA") dated November 27, 2023, under which the Grantee applied, the representations contained in the Grantee's application, HCD guidance or directives, and the requirements appearing in the statutory authority for the Program cited above.

2. Purpose
As stated in the NOFA, the Program's objective is to fund actionable, person-centered local proposals that resolve the experience of unsheltered homelessness for people residing in encampments. Resolving these experiences of homelessness will necessarily address the safety and wellness of people within encampments, resolve critical encampment concerns, and transition individuals into interim shelter with clear pathways to permanent housing or directly into permanent housing, using data informed, non-punitive, low-barrier, person-centered, Housing First, and coordinated approaches. These projects must comply with the principles of Housing First as defined in Welfare and Institutions Code section 8255. Proposals may bolster existing, successful models and/or support new approaches that provide safe stable, and ultimately permanent housing for people experiencing homelessness in encampments.

Expenditures shall be consistent with the legislative intent of the authorizing statute to ensure the safety and wellness of people experiencing homelessness in encampments.

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
337

EXHIBIT A

3. Definitions
City of Los Banos
24-ERF-3-R-100010

Page 2 of 23 ends

The following Encampment Resolution Funding Program terms are defined in accordance with Health and Safety Code section 50250, Subdivisions (a) - (m); A "Additional funding round moneys" means moneys appropriated for the program in or after fiscal year 2022-23.

B. "Agency" means the Business, Consumer Services, and Housing Agency. c. "Applicant" means a continuum of care or local jurisdiction.

D. "Continuum of Care" has the same meaning as in Section 578.3 of Title 24 of the Code of Federal Regulations.

E. "Council" means the California lnteragency Council on Homelessness, previously known as the Homeless Coordinating and Financing Council created pursuant to Section 8257 of the Welfare and Institutions Code.

F. "County" includes, but is not limited to, a city and county.

G. "Department" means the California Department of Housing and Community Development.

H. "Funding round 1 moneys" means moneys appropriated for the program in fiscal year 2021-22.

I. "Homeless" has the same meaning as in Section 578.3 of Title 24 of the Code of Federal Regulations.

J. "Local Jurisdiction" means a city, including a charter city, a county, including a charter county, or a city and county, including a charter city and county.

K. "Program" means the Encampment Resolution Funding program established pursuant to this chapter.

L. "Recipient" means an applicant that receives grant funds from HCD for the purposes of the program. •
M. "State right-of-way" means real property held in title by the State of California Additional definitions for the purposes of ERF program:

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
338

EXHIBIT A
City of Los Banos
24-ERF-3-R-100010

Page 3 of 23 ends

"Grantee" is "a Continuum of Care or a Local Jurisdiction that receives grant funds from HCD for the purposes of the program. Grantee is synonymous with "Recipient." "Subrecipients" or "Subgrantees" are entities that receive subawards from "Recipients" or "Grantees" to carry out part of the Program.
"Expended" means all ERF funds obligated under contract or subcontract that have been fully paid and receipted, and no invoices remain outstanding. "Obligate" means that the Grantee has placed orders, awarded contracts, received services, or entered into similar transactions that require payment using ERF funding.

Grantees must expend and obligate the funds by the statutory deadlines set forth in this Exhibit A.

4. Scope of Work
This Scope of Work identifies the terms and conditions necessary to accomplish the Program's intended objectives.

As detailed in Exhibit A.2, the Program's objective is to fund grantees to implement actionable, person-centered local proposals that resolve the experience of unsheltered homelessness for people residing in encampments.

Grantees will implement their ERF funded local proposals in compliance with the terms and conditions of this Agreement, the NOFA under which the Grantee applied, the representations contained in the Grantee's application, HCD guidance and directives, and the requirements per the authorizing statute.

Expenditures shall be consistent with the legislative intent of the authorizing statute to ensure the safety and wellness of people experiencing homelessness in encampments.

Permissible eligible uses and activities are detailed below in Exhibit B, Budget Details and Payment Provisions.

Grantees are expected to be close partners with HCD. This means timely and accurate reporting, candid communication of successes and challenges, and availability of persons, information, or materials.

Quarterly reporting requirements are detailed below in Exhibit D.4. Reporting.

Evaluation, and Audits.

Fiscal deadlines are detailed below in Exhibit A.6, Effective Date. Term of Agreement, and Deadlines.

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
339

EXHIBIT A
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Page4 of23
Grantees shall complete a Final Work Product (as detailed below in Exhibit A.6.D) and participate in a program evaluation regarding their implementation of ERF awards. To support this effort, HCD will make Technical Assistance available.

HCD maintains sole authority to determine if a Grantee is acting in compliance with the program objectives and may direct Grantees to take specified actions or risk breach of this Agreement. Grantees will be provided reasonable notice and HCD's discretion in making these determinations are absolute and final.

5. HCD Contract Coordinator
HCD's Contract Coordinator for this Agreement is HCD's Grant Program Design Section Chief or the Grant Program Design Section Chiefs designee. Unless otherwise instructed, any communication shall be conducted through email to the HCD Contract Coordinator or their designee. If documents require an original signature, the strongly preferred form is an e-Signature in accordance with the Uniform Electronic Transactions Act {UETA). If an Awardee is unwilling or unable to sign a document electronically, HCD shall accept wet or original signed documents. These documents containing wet signatures should be both mailed to HCD and scanned and emailed as instructed. State law or policy may require the use of wet signatures for specific documents. The Representatives during the term of this Agreement will be:

PROGRAM GRANTEE
ENTITY: California Department of Housing City of Los Banos and Community Development SECTION/UNIT: Policy and Program Support
ADDRESS: 651 Bannon Street, Suite 400 520 J. St
Sacramento, CA, 95811 Los Banos, CA, 93635
CONTRACT Jeannie McKendry Christy McCammond COORDINATOR PHONE (916) 490-9589 (503) 856-5915 NUMBER:

EMAIL H PDHomelessnessGrants(Q)hcd .ca. oov [email protected] ADDRESS: [email protected] Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
340

6. EXHIBIT A
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The Department reserves the right to change their HCD Contract Coordinator, designee, contract administering entity, and/ or contact information at any time with reasonable notice to the Grantee.

All requests to update the Grantee information listed within this Agreement shall be emailed to the HCD grant's general email box at
[email protected].

Notice to either party may be given by email. Such notice shall be effective when received as indicated on email. Changes to the HCD Contract Coordinator, designee, and/ or contact information or grantee information can be made without a formal amendment.

Effective Date, Term of Agreement, and Deadlines
A. This Agreement is effective upon execution by HCD, which includes signature from the Grantee and HCD. This is indicated by the HCD provided signature and date on the second page of the accompanying STD. 213, Standard Agreement.

B. Performance shall start no later than 30 days, or on the express date set by HCD and the Grantees, after all approvals have been obtained and the Grant Agreement is fully executed. Should the Grantee fail to commence work at the agreed upon time, HCD, upon five (5) days written notice to the grantee, reserves the right to terminate the Agreement.

C. Grantees will continue to perform until the Agreement is terminated, including data reporting and participation in program evaluation activities, as needed.

D. This Agreement will terminate on April 15, 2029.

Grantees shall submit a Final Work Product by April 1, 2028. The Final Work Product will include programmatic and fiscal data and a narrative on the outputs and outcomes of the program on a reporting template to be provided by HCD.

HCD will review submitted Final Work Products and collaborate with Grantees to cure any deficiencies by April 15, 2029.

Grantees are expected to continue performing until April 15, 2029. This means timely and accurate reporting, candid communication of success or shortcomings, and availability of persons, information, or materials.

E. Expenditure and Obligation Deadlines:

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
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EXHIBIT A
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1) Grantees shall expend no less than 50 percent and obligate 100 percent of Program funds by June 30, 2025.
2) Grantees that have not obligated 100 percent of their Program funds by June 30, 2025, shall submit an alternative disbursement plan to HCD for approval no later than July 30, 2025. This alternative disbursement plan should detail the explanation for the delay and plans for all future obligations and expenditures.
3) Grantees not meeting the requirements outlined in {i) may be subject to additional corrective action, as determined by HCD.
4) All Program funds {100 percent) shall be expended by June 30, 2027.

Any funds not expended by this date shall revert to the fund of origin pursuant to HSC Section 50253(e)(5).

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
342

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

1. Payee
Name: City of Los Banos Amount: $11,842,621.00
City of Los Banos
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2. General Conditions Prior to Disbursement

3. 4.

All Grantees must submit the following completed forms prior to ERF being released:

A. Request for Funds Form ("RFF")
B. STD 213 Standard Agreement form and Exhibits A, B, D and E C. STD 204 Payee Data Record or Government Agency Taxpayer ID Form Disbursement of Funds
ERF will be disbursed to the Grantee in one allocation upon receipt, review and approval of the completed Standard Agreement and RFF by HCD.

The RFF must include the proposed eligible uses and the amount of funds proposed to be expended.

Budget Details and Expenditure of Funds
The Grantee shall expend Program funds on eligible uses and activities as detailed in the submitted, approved budget. HCD reserves the right to direct specific line-item changes in the originally submitted Application budget or subsequently submitted budgets.

A. Budget Changes
1) Process:

Budget modification requests should be made as part of the quarterly report process. These requests will be reviewed in the first week after quarterly reports are received. HCD may consider budget change requests outside of this process, through email as needed due to documented, exigent circumstances. Grantees carry the burden to anticipate foreseeable budget change requests and should plan accordingly.

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
343

EXHIBIT B
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HCD reserves the right to amend or adjust this process as necessary. 2) Conditions requiring a budget modification request:

Changes may be made to the timing (e.g., fiscal year) of eligible use expenditures without prior approval by HCD so long as the total expenditures {actual and projected) for each eligible use category remain the same as approved in the standardized budget.

Any decrease or increase to the total expenditures for any eligible use category must be approved by HCD's Grant Program Design Section Chief or their designee, in writing, before the Grantee may expend Program funds according to an alternative standardized
budget. The Grants Program Design Section Chief will respond to Grantee with approval or denial of request. Failure to obtain written approval from HCD as required by this section may be considered a breach of this Agreement. A breach of this agreement may result in remedies listed below in Exhibit D.6. Breach and Remedies.

Regardless of an increase or decrease of an expenditure amount, any significant or material programmatic or fiscal change shall be submitted to HCD for prior approval.

B. Eligible Uses
Eligible uses and activities must be consistent with HSC Sections 50250 - 50254, other applicable laws, the terms and conditions of this Agreement, HCD guidance or directives, the NOFA under which the Grantee applied, representations contained in the Grantee's application, and the Purpose of the Program as detailed in Exhibit A.2, Purpose.

Eligible uses and activities include, but are not limited to, the following:

Rapid Rehousing: Rapid rehousing, including housing identification services, rental subsidies, security deposits, incentives to landlords, and holding fees for eligible persons, housing search assistance, case management and facilitate access to other community-based services.

Operating Subsidies: Operating subsidies in new and existing affordable or supportive housing units, emergency shelters, and navigation centers. Operating subsidies may include operating reserves.

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
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EXHIBIT B
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Street Outreach: Street outreach to assist eligible persons to access crisis services, interim housing options, and permanent housing and services.

Services Coordination: Services coordination, which may include access to workforce, education, and training programs, or other services needed to improve and promote housing stability for eligible persons, as well as direct case management services being provided to persons.

Systems Support: Systems support for activities that improve, strengthen, augment, complement, and/or are necessary to create regional partnerships and a homeless services and housing delivery system that resolves persons' experiences of unsheltered homelessness.

Delivery of Permanent Housing: Delivery of permanent housing and innovative housing solutions, such as unit conversions that are well suited for eligible persons.

Prevention and Shelter Diversion: Prevention and shelter diversion to permanent housing, including flexible forms of financial assistance, problem solving assistance, and other services to prevent people that have been placed into permanent housing from losing their housing and falling back into unsheltered homelessness. This category is only available to serve people who were formerly residing in the prioritized ERF encampment site.

Interim Sheltering: Interim sheltering, limited to newly developed clinically enhanced congregate shelters, new or existing non-congregate shelters, and operations of existing navigation centers and shelters based on demonstrated need that are well suited for eligible persons.

Improvements to Existing Emergency Shelters: Improvements to existing emergency shelters to lower barriers, increase privacy, better address the needs of eligible persons, and improve outcomes and exits to permanent housing.

Administration: up to 5% of awarded Progr~m funds may be applied to administrative costs.

Program funds shall not be expended on Site Restoration or other Ineligible Costs as detailed immediately below.

5. Ineligible Costs
Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
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EXHIBIT B
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ERF shall not be used for costs associated with activities in violation, conflict, or inconsistent with Health and Safety Code sections 50250 - 50254, other applicable laws, the terms and conditions of this Agreement, HCD guidance or directives, the NOFA under which the Grantee applied, representations contained in the Grantee's application, and the Purpose of the Program as detailed in Exhibit A.2, Purpose.

Moreover, no parties to this contract nor their agents shall directly or indirectly use ERF awards for any use or activity that is in violation, conflict, or inconsistent with the legislative intent of the authorizing statute to ensure the safety and wellness of people experiencing homelessness in encampments. ERF funded activities that cause a traumatic effect are inconsistent with ensuring the safety and wellness of people experiencing homelessness in encampments.

HCD, at its sole and absolute discretion, shall make the final determination regarding the allowability of ERF expenditures.

HCD reserves the right to request additional clarifying information to determine the reasonableness and eligibility of all uses of the funds made available by this Agreement. If the Grantee or its funded subrecipients use ERF funds to pay for ineligible activities, the Grantee shall be required to reimburse these funds to HCD at an amount and timeframe determined by HCD.

An expenditure which is not authorized by this Agreement, or by written approval of HCD, or which cannot be adequately documented, shall be disallowed, and must be reimbursed to HCD by the Grantee at an amount and timeframe determined by HCD.

Program funds shall not be used to supplant existing local funds for homeless housing, assistance, prevention, or encampment resolution.

Unless expressly approved by HCD in writing reimbursements are not permitted for any Program expenditures prior to this Agreement's date of execution.

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
346

1. EXHIBIT D

ERF GENERAL TERMS AND CONDITIONS
Termination and Sufficiency of Funds
A. Termination of Agreement
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HCD may terminate this Agreement at any time for cause by giving a minimum of 14 days' notice of termination, in writing, to the Grantee. Cause shall consist of violations of any conditions of this Agreement, violation of any federal or state laws; or withdrawal of HCD's expenditure authority as described in Exhibit D, Breach and Remedies. Violation of any federal or state laws; or withdrawal of HCD's expenditure authority. Upon termination of this Agreement, unless otherwise approved in writing by HCD, any unexpended funds received by the Grantee shall be returned to HCD within 30 days of HCD's specified date of termination.

B. Sufficiency of Funds
This Agreement is valid and enforceable only if sufficient funds are made available to HCD by legislative appropriation. In addition, this Agreement is subject to any additional restrictions, limitations or conditions, or statutes, regulations or any other laws, whether federal or those of the State of California, or of any agency, department, or any political subdivision of the federal or State of California governments, which may affect the provisions, terms or funding of this Agreement in any manner.

2. Transfers
Grantee may not transfer or assign by subcontract or novation, or by any other means, the rights, duties, or performance of this Agreement or any part thereof, except as allowed within Exhibit D.12, Special Conditions - Grantees/Subgrantee or with the prior written approval of HCD and a formal amendment to this Agreement to affect such subcontract or novation.

3. Grantee's Application for Funds
Grantee submitted a standardized budget to HCD as part of their application for the Program.

Grantee warrants that all information, facts, assertions and representations contained in the application and approved modifications and additions thereto are true, correct, and complete to the best of Grantee's knowledge. In the event that any part of the application, or any approved modification or addition thereto is untrue, incorrect, Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
347

4. EXHIBIT D
City of Los Banos
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Page 12 of 23 ends

incomplete, or misleading in such a manner that would substantially affect HCD approval, disbursement, or monitoring of the funding and the grants or activities governed by this Agreement, then HCD may declare a breach of this Agreement and take such action or pursue such remedies as are legally available.

Reporting, Evaluation, and Audits
A. Reporting Requirements
1) Timing and Format of Reports.

Grantee is required to provide HCD or its agents with all data and outcomes that may inform an assessment of the funded proposal.

Grantees shall report quarterly and have one Final Work Product submitted prior to this Agreement's termination.

The quarterly reports shall be submitted on a template to be provided by HCD at least 90 days prior to the first reporting deadline. HCD may request interim reports as needed and will provide no less than 30 days' notice to Grantees.
2) Required Data
Grantees will be required to provide, at minimum:
• Outreach and service path data at the anonymized, individual level. • Current housing status of persons served in the aggregate. • Status of funding as presented in the HCD approved, standardized budget.
• Continued confirmation that projects receiving ERF funds are populated timely into HMIS and use HCD supplied funding codes.

HCD's discretion in identifying which information shall be included in these reports is final. Grantees shall also report information in the form and manner required by HCD. Failure to comply will be considered a breach.

Pursuant to HSC Section 50254, grantees shall provide data elements, including, but not limited to, health information, in a manner consistent with state and federal law, to their local Homeless Management Information System for tracking in the statewide Homeless Data Integration System.

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
348

EXHIBIT D
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Pursuant to HSC Section 50254(b)(3), Grantees shall report individual, client-level data for persons served by grant funding to HCD, in addition to any data reported through local Homeless Management Information System, as required by HCD for the purposes of research and evaluation of grant performance, service pathways, and outcomes for people served.

Grantees shall comply with the data entry requirements of AB 977, located at Welfare and Institutions Code section 8256(d).
3) HCD usage of Reports
Pursuant to HSC Section 50254(b)(4), HCD may use information reported directly from grantees and through statewide Homeless Data Integration System for the purposes of research and evaluation of grant performance, service pathways, and outcomes for people served.
4) Failure to Report
If the Grantee fails to provide any such report, HCD may recapture any portion of the amount authorized by this Agreement with a 14-day written notification.

8. Evaluation
1) At HCD's discretion, Grantees shall participate in a program evaluation regarding their implementation of ERF awards. To support this effort, HCD will contract a third party to complete the evaluation. 2) Grantees are expected to be close partners with HCD for this program evaluation and for all evaluative aspects of this Program. This means timely and accurate reporting, candid communication of successes or challenges, and availability of persons, information, or materials. More specifically, Grantees must cooperate with HCD, or its designee as reasonably required to implement an evaluation plan. This includes providing or facilitating the collection of data and materials as reasonably requested by HCD or its designee.
3) For the purpose of evaluation, HCD or its designee may visit sites related to the project and film, tape, photograph, interview, and otherwise document Grantee's operations during normal business hours and with reasonable advance notice.

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
349

EXHIBIT D
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4) Grantees should maintain active data, documents, and filings in anticipation of this evaluation. Special care should be taken to organize and preserve internal work products that guided implementation by the Grantee or subgrantee.
5) Grantees shall notify HCD and provide copies of any reports or findings if Grantee conducts or commissions any third-party research or evaluation regarding their funded project.
6) All terms and conditions that apply to reporting similarly apply to evaluation.

C. Auditing
HCD reserves the right to perform or cause to be performed a financial audit. At HCD request, the Grantee shall provide, at its own expense, a financial audit prepared by a certified public accountant. Should an audit be required, the Grantee shall adhere to the following conditions:
1) The audit shall be performed by an independent certified public accountant.
2) The Grantee shall notify HCD of the auditor's name and address immediately after the selection has been made. The contract for the audit shall allow access by HCD to the independent auditor's working papers. 3) The Grantee is responsible for the completion of audits and all costs of preparing audits.
4) If there are audit findings, the Grantee must submit a detailed response acceptable to HCD for each audit finding within 90 days from the date of the audit finding report.

5. Inspection and Retention of Records
A. Record Inspection
HCD or its designee shall have the right to review, obtain, and copy all records and supporting documentation pertaining to performance under this Agreement.

The Grantee agrees to provide HCD, or its designee, with any relevant information requested within 30 days of a written request.

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
350

EXHIBIT D
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The Grantee agrees to give HCD or its designee access to its premises, upon reasonable notice and during normal business hours, for the purpose of interviewing employees who might reasonably have information related to such records, and of inspecting and copying such books, records, accounts, and other materials that may be relevant to an investigation of compliance with the ERF laws, HCD guidance or directives, and this Agreement.

8. Record Retention
The Grantee further agrees to retain all records described in subparagraph A for a minimum period of five (5) years after the termination of this Agreement.

If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been commenced before the expiration of the required record retention period, all records must be retained until completion of the action and resolution of all issues which arise from it.

C. Public Records Act
The grantees' final ERF-3-R application, this contract, and other documents related to the grant are considered public records, which are available for public viewing pursuant to the California Public Records Act Division 10 (commencing with Section 7920.000) of Title 1 of the Government Code.

6. Breach and Remedies
A. Breach of Agreement
Breach of this Agreement includes, but is not limited to, the following events:
1) Grantee's failure to comply with the terms or conditions of this Agreement.
2) Use of, or permitting the use of, Program funds provided under this Agreement for any ineligible activities.
3) Any failure to comply with the deadlines set forth in this Agreement.

B. Remedies for Breach of Agreement
In addition to any other remedies that may be available to HCD in law or equity for breach of this Agreement, HCD may:

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
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EXHIBIT D
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1) Conduct program monitoring which will include a corrective action plan (CAP) with findings, remedies, and timelines for resolving the findings. 2) Bar the Grantee from applying for future ERF funds.
3) Revoke any other existing ERF award(s) to the Grantee. 4) Require the return of any unexpended ERF funds disbursed under this Agreement.
5) Require repayment of ERF funds disbursed and expended under this Agreement.
6) Require the immediate return to HCD of all funds derived from the use of ERF.
7) Seek, in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or participation in the technical assistance in accordance with ERF requirements.

C. All remedies available to HCD are cumulative and not exclusive.

D. HCD may give written notice to the Grantee to cure the breach or violation within a period of not less than 14 days.

7. Waivers
No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of HCD to enforce at any time the provisions of this Agreement, or to require at any time performance by the Grantee of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of HCD to enforce these provisions.

8. Nondiscrimination
During the performance of this Agreement, Grantee and its subrecipients shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), genetic information, marital status, military and veteran status, denial of medical and family care leave or pregnancy disability leave, or any other characteristic protected by state or federal law.

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
352

EXHIBIT D
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Page 17 of 23 ends

Grantees and Sub grantees shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Grantee and its subrecipients shall comply with the provisions of California's laws against discriminatory practices relating to specific groups: the California Fair Employment and Housing Act (FEHA) (Gov. Code, Section 12900 et seq.); the regulations promulgated thereunder (Cal. Code Regs., tit. 2, Section 11000 et seq.); and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code, Section 11135 - 11139.5). Grantee and its subrecipients shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

9. Conflict of Interest
All Grantees are subject to state and federal conflict of interest laws. Failure to comply with these laws, including business and financial disclosure provisions, will result in the application being rejected and any subsequent contract being declared void. Other legal action may also be taken. Additional applicable statutes include, but are not limited to, Government Code Section 1090 and Public Contract Code Sections 1041 O and 10411.

A Current State Employees: No State officer or employee shall engage in any employment, activity, or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any State agency, unless the employment, activity, or enterprise is required as a condition of regular State employment. No State officer or employee shall contract on his or her own behalf as an independent Grantee with any State agency to provide goods or services.

B. Former State Employees: For the two-year period from the date he or she left State employment, no former State officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements, or any part of the decision-making process relevant to the contract while employed in any capacity by any State agency. For the twelvemonth period from the date he or she left State employment, no former State officer or employee may enter into a contract with any State agency if he or she was employed by that State agency in a policy-making position in the same general subject area as the proposed contract within the twelve-month period prior to his or her leaving State service.

C. Employees of the Grantee: Employees of the Grantee shall comply with all applicable provisions of law pertaining to conflicts of interest, including but not limited to any applicable conflict of interest provisions of the Political Reform Act of 1974 (Gov. Code, Section 81000 et seq.).

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
353

EXHIBIT D
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D. Representatives of a County: A representative of a County serving on a board, committee, or body with the primary purpose of administering funds or making funding recommendations for applications pursuant to this chapter shall have no financial interest in any contract, program, or project voted on by the board, committee, or body on the basis of the receipt of compensation for holding public office or public employment as a representative of the County.

10. Drug-Free Workplace Certification
Certification of Compliance: By signing this Agreement, Grantee hereby certifies, under penalty of perjury under the laws of State of California, that it and its subrecipients will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code, Section 8350 et seq.) and have or will provide a drug-free workplace by taking the following actions:

Publish a statement notifying employees and subrecipients that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees, Grantees, or subrecipients for violations, as required by Government Code Section 8355, subdivision (a)(1).

A. Establish a Drug-Free Awareness Program, as required by Government Code Section 8355, subdivision (a)(2) to inform employees, Grantees, or subrecipients about all of the following:
1) The dangers of drug abuse in the workplace.
2) Grantee's policy of maintaining a drug-free workplace. 3) Any available counseling, rehabilitation, and employee assistance program.
4) Penalties that may be imposed upon employees, Grantees, and subrecipients for drug abuse violations.

B. Provide, as required by Government Code Section 8355, subdivision (a)(3), that every employee and/or subrecipient that works under this Agreement:
1) Will receive a copy of Grantee's drug-free policy statement, and 2) Will agree to abide by terms of Grantee's condition of employment or Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
354
subcontract.
11 . Child Support Compliance Act

EXHIBIT D
City of Los Banos
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For any Contract Agreement in excess of $100,000, the Grantee acknowledges in accordance with Public Contract Code 7110, that:

A. The Grantee recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and
B. The Grantee, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

12. Special Conditions - Grantees/Subgrantee
The Grantee agrees to comply with all conditions of this Agreement including the Special Conditions set forth in Exhibit E. These conditions shall be met to the satisfaction of HCD prior to disbursement of funds. The Grantee shall ensure that all Subgrantees are made aware of and agree to comply with all the conditions of this Agreement and the applicable State requirements governing the use of ERF. Failure to comply with these conditions may result in termination of this Agreement.

A. The Agreement between the Grantee and any Subgrantee shall require the Grantee and its Subgrantees, if any, to:
1) Perform the work in accordance with Federal, State and Local housing and building codes, as applicable.
2) Maintain at least the minimum State-required worker's compensation for those employees who will perform the work or any part of it. 3) Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, firm or corporation who may be injured or damaged by the Grantee or any Subgrantee in performing the Work or any part of it.

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
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EXHIBIT D
4) Agree to include and enforce all the terms of this Agreement in each subcontract.

13. Compliance with State and Federal Laws, Rules, Guidelines and Regulations The Grantee agrees to comply with all state and federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, environmental protection, equal opportunity, fair housing, and all other matters applicable and/or related to the ERF program, the Grantee, its subrecipients, and all eligible activities.

Grantee shall also be responsible for obtaining any and all permits, licenses, and approvals required for performing any activities under this Agreement, including those necessary to perform design, construction, or operation and maintenance of the activities. Grantee shall be responsible for observing and complying with any applicable federal, state, and local laws, rules or regulations affecting any such work, specifically those including, but not limited to, environmental protection, procurement, and safety laws, rules, regulations, and ordinances. Grantee shall provide copies of permits and approvals to HCD upon request.

14. Inspections

15. A. Grantee shall inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, state and/or local requirements, and this Agreement.

B. HCD reserves the right to inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, state and/or local requirements, and this Agreement.

C. Grantee agrees to require that all work that is determined based on such inspections not to conform to the applicable requirements be corrected and to withhold payments to the subrecipient until it is corrected.

Litigation
A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of HCD, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are and shall be deemed severable.

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
356
City of Los Banos
24-ERF-3-R-100010

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EXHIBIT D
B. The Grantee shall notify HCD immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or HCD, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of HCD.

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
357

EXHIBIT E

SPECIAL TERMS AND CONDITIONS
City of Los Banos
24-ERF-3-R-100010

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1. All proceeds from any interest-bearing account established by the Grantee for the deposit of funds, along with any interest-bearing accounts opened by subrecipients to the Grantee for the deposit of funds, must be used for eligible activities. Grantees must maintain records of all expenditures of the proceeds from these interest-bearing accounts for five (5) years and report on these expenditures as required by HCD. HCD reserves the right to perform or cause to be performed a financial audit on the use of proceeds from interest bearing accounts.

2. Grantee shall utilize its local Homeless Management Information System (HMIS) to track ERF projects, services, and clients served. Grantee will ensure that HMIS data are collected in accordance with applicable laws and in such a way as to identify individual projects, services, and clients that are supported by funding (e.g., by creating appropriate ERF-specific funding sources and project codes in HMIS).

3. Grantee shall participate in and provide data elements, including, but not limited to, health information, in a manner consistent with federal law, to their local Homeless Management Information System for tracking in the statewide Homeless Data Integration System, in accordance with their existing Data Use Agreement entered into with the Council, if any, and as required by Health and Safety Code Section 50254. Any health information provided to, or maintained within, the statewide Homeless Management Information System shall not be subject to public inspection or disclosure under the California Public Records Act. For purposes of this paragraph, "health information" means "protected health information," as defined in Part 160.103 of Title 45 of the Code of Federal Regulations, and "medical information," as defined in subdivision (j) of Section 56.05 of the Civil Code. The Council or HCD may, as required by operational necessity, amend or modify required data elements, disclosure formats, or disclosure frequency. Additionally, the Council, at its discretion, may provide Grantee with aggregate reports and analytics of the data Grantee submits to HDIS in support of the Purpose of this Agreement and the existing Data Use Agreement.

4. Grantee agrees to accept technical assistance as directed by HCD or by a contracted technical assistance provider acting on behalf of HCD. Grantee will report to HCD on programmatic changes the Grantee will make as a result of the technical assistance and in support of their grant goals.

5. Grantee should establish a mechanism for people with lived experience of homelessness to have meaningful and purposeful opportunities to inform and shape all levels of planning and implementation, including through opportunities to hire people with lived experience.

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
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EXHIBIT E
City of Los Banos
24-ERF-3-R-100010

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6. HCD maintains sole authority to determine if a Grantee is acting in compliance with the program objectives and may direct Grantees to take specified actions or risk breach of this Agreement. Per HSC Section 50252.1 (d), HCD has authority to:

A. Monitor grantee performance.

B. Require a grantee not meeting goals to accept technical assistance from the Department.

C. Limit the allowable uses of program funds for a grantee that is not meeting goals.

7. Grantees will be provided reasonable notice and HCD's discretion in making these determinations are absolute and final.

8. Non-Bond Funded
The Department represents that the intent of Exhibit D.1.B. Sufficiency of Funds is only to preserve the legislature's ability to make changes to appropriations and matters that are lawfully subject to change through the Budget Act. The Department represents and warrants that as of the date of this Agreement the non-bond funds referenced in the Encampment Resolution Funding Program, Round 3 Notice of Funding Application dated November 27, 2023, for this Agreement are appropriated to and available for the purposes of this Agreement, and further, that upon execution of this Agreement said funds are deemed allocated to and encumbered for the purposes described in this Agreement and shall not be terminated or reduced as a result of Exhibit D.1.8, Sufficiency of Funds once construction has commenced in compliance with Program requirements and in accordance with the construction commencement requirements within this Agreement. If not continuously appropriated, said funds must still be disbursed prior to any applicable disbursement or expenditure deadline set forth in this Agreement.

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
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360

EXHIBITO
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development)
CCAH Funding Requirements
[Below and Attached Behind This Page]
Third Party Beneficiary.

It is acknowledged and agreed by the parties that the Santa Cruz-Monterey-Merced-San BenitoMariposa Managed Medical Care Commission, operating as Central California Alliance for Health (CCAH), is an intended third party beneficiary of this Agreement and CCAH has the right, but not the duty, to enforce all of the City's rights and remedies related to the CCAH Funding Requirements set forth in this Exhibit 0. Notwithstanding the foregoing, the parties acknowledge and agree that CCAH is not bound to perform any of City's obligations or be bound by any of City's agreements or covenants under this Agreement.

EXHIBITO
83727.00003\43242936. J
361
EXHIBIT 0

LETTER OF AGREEMENT FOR THE ALLIANCE HOUSING FUND

SANTA CRUZ-MONTEREY-MERCED-SAN BENITO-MARIPOSA MANAGED MEDICAL

CARE COMMISSION
AND
~!TY QF LOS BANQ,~
This Letter of Agreement for the Alliance Housing Fund ("Agreement"), effective upon the date of the last signature ("Effective Date"), is entered into between Santa Cruz-Monterey-Merced-San Benito-Mariposa Managed Medical Care Commission, operating as Central California Alliance for Health ("Alliance"), having a principal place of business at 1600 Green Hills Road, Suite 101, Scotts Valley, CA 95066-4981, and City offos Banos ("Partner"), having a principal place of business at 520 J Street, Los Banos, CA 93635 ... · ~' -- ·-····-···· ··· - ··.: .. - ::.· .,· •-•-·-· ,_; ____ •• --•- --••--- - ---· • ... • ·.~-- - - • - -----· Recitals
Whereas, the Alliance has established the Alliance Housing Fund ("Alliance Housing Fund") to offer awards to health care providers and community organizations to support efforts that advance the Alliance mission to provide accessible, quality health care guided by local innovation in the Alliance's service area;
Whereas, the Alliance may award Alliance Housing Fund funds to Alliance contracted providers and non-contracted organizations;
Whereas, the Alliance has agreed to award Partner Alliance Housing Fund funds, contingent upon Partner's performance as set forth herein, to be used by Partner for the purpose of performing the project described in the Statement of Work attached as Exhibit 1 (the "Project") and Partner desires to receive Alliance Housing Fund funds from the Alliance for performing the Project; Now Therefore, the Alliance and Partner agree that all funds awarded to Partner under the Alliance Housing Fund shall be subject to the terms and conditions of this Agreement.

1. Alliance Housing Fund Background. The Alliance established the Alliance Housing Fund to fund projects in the areas of permanent housing, recuperative care, and short-term post-hospitalization housing. The Alliance earned funds from the Housing and Homelessness Incentive Payment Program ("HHIP"), a voluntary incentive program that enabled Medi-Cal managed care plans ("MCPs") to earn incentive funds for making progress in addressing homelessness and housing insecurity as social determinants of health. The Alliance shall utilize HHIP funds earned by the Alliance to fund the Alliance Housing Fund in a manner consistent with the terms of HHIP, any terms imposed as a condition of federal approval of HHIP, and any Department of Health Care Services ("DHCS") guidance related to HHIP. The Alliance may also utilize funds from the Alliance's Medi-Cal Capacity Grant Program ("MCGP") to fund the Alliance Housing Fund as the Alliance deems appropriate. The Partner submitted a letter of intent to the Alliance containing Partner's gaps and needs information ("Letter of Intent"), which the Alliance relied upon in determining the terms of this Agreement, including but not limited to the terms of the Statement of Work attached to this Agreement as Exhibit 1 and hereby Letter of Agreement: Alliance Housing Fund
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incorporated by reference ("SOW"). The actual amount of the funds awarded to Partner ("Award") shall be determined by and contingent upon Partner's completion of the Project as outlined in the SOW.

2. Statement of Work. Subject to the terms and conditions stated in this Agreement, the Alliance agrees to provide the Award to Partner for completing the Project described in the SOW. Partner represents and warrants to the Alliance that: (i) Partner's performance under this Agreement shall be conducted with due diligence and in a competent, efficient, timely manner, and in full compliance with the highest professional standards of practice in the industry; (ii) if Partner's work requires any licenses, Partner has, or will have prior to commencement, obtained all such licenses and all such licenses shall be in full force and effect during the Funding Term; (iii) the Project, when completed, will be in conformity with all of the requirements set forth in this Agreement and will be free of material errors or defects.

3. Liaisons. The Alliance and Partner will each designate a liaison(s) to serve as a point of contact for activities performed related to this Agreement ( each, a "Liaison") as set forth in the applicable SOW.

4. Utilization and Amount of Award. The amount of the Maximum Award shall be set forth in the SOW reflects the Project funding needs described in Partner's Letter of Intent. Partner acknowledges and agrees that the actual Award shall be granted in consideration of and on condition that Partner expends Award funds only for the purpose of performing its obligations as set forth in this Agreement. To the extent that Partner anticipates it will be unable to utilize or does not actually utilize any portion of the Award funds to perform the Project in conformance with the terms of this Agreement, the SOW, and the Project Plan, Partner shall notify the Alliance and return any such Award funds.

Partner agrees to assume any obligation to furnish any additional funds that may be necessary to complete and maintain the Project described in this Agreement and the SOW.

All costs accrued prior to the Effective Date are not eligible for reimbursement unless specifically provided for in the terms of the SOW.

5. Payment Schedule. The schedule for the payment of the Award is set forth in the sow.

6. Payment Documentation. The timing, scope, and format of the documentation that Partner shall provide to the Alliance to request funds is set forth in the SOW. The Alliance reserves the right to request additional documentation as it deems necessary to validate the use of Award funds, either before or after use by Partner, and shall have the right at its sole discretion to withhold any payment pending any questions that it may have regarding the use of funds. The Alliance reserves the right to enter into a separate agreement with a third party to ensure that the covenants of this Agreement are met by the Partner, including but not limited to those of the SOW.

7. Recoupment. Should Partner only partially achieve certain Milestones despite Partner's good faith attempt to complete the Milestones in their entirety, the Alliance may assess whether and to what extent partial payment is appropriate. If the Alliance determines Letter of Agreement: Alliance Housing Fund
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that the Partner's partial Milestone achievement effectively supports Project goals, then the Alliance may, at its sole discretion, award partial payment in an amount the Alliance deems appropriate for the Partner's contribution to the Project goals. Notwithstanding the foregoing, the Alliance shall be under no obligation to award partial payments for incomplete Milestones. It is at the Alliance's sole discretion to determine if Partner must return part or all of any Award payment for partially-completed Project Milestones. Partner agrees to return any A ward payments that Partner already received under this Agreement for incomplete Milestones as the Alliance may direct, even if such funds were properly used.

8. Disputed Amounts. The Alliance shall be permitted to withhold payment of any amounts for which the Alliance, in good faith, disputes or contests, including reducing such payment amounts by a recoupment consistent with the above terms. In the event of a good faith dispute pursuant to which the Alliance believes it is entitled to withhold or recoup payments, the Alliance may withhold payment of the disputed amount provided that, within thirty (30) calendar days following the Alliance's receipt of the progress or final report which initiates the interim or final payment and which the Alliance in good faith deems to be in dispute, the Alliance shall notify Partner in writing with a detailed explanation stating the factual basis for the Alliance's withholding or recoupment of payment. To contest such withheld amounts, Partner must, within ten (10) calendar days following receipt of the Alliance's notice of disputed amounts, respond to the Alliance in writing with a detailed explanation stating the factual basis, if any, for Partner, in good faith, demanding payment on any amount in dispute. Parties shall negotiate in good faith to resolve the dispute before pursuing other available legal remedies.

9. Permissible Use of Funds. Award funds may only be used for the purpose of paying expenses that are actually incurred by Partner in carrying out the SOW and Project Plan during the 39-month period for which the Award has been provided, or during such other period of time as the Alliance may explicitly agree to in this Agreement or the final approved Project Plan. Expenses that may be funded by Alliance Housing Fund funds are those described in the final approved Project Plan. Partner is responsible for ensuring that actual expenditures are for eligible Project costs.
a. Funds may be used for capital expenditures only, which can include equipment and furnishings that are necessary for the delivery of care or equipment essential to the operation of the facility. However, funds cannot be used for the following purposes, and any amounts budgeted for such unapproved uses will be deducted from payment amounts awarded hereunder:

1. The Award cannot be used for rental subsidies, operating costs, or services.

11. No part of the Award may be used to fund administrative services or other operating expenses of the Partner, regardless of whether such administrative services or other operating expenses would be utilized to support the completion of the Project.

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111. No part of the Award may be used to fund expenses related to religious activities, lobbying, or political action by the Partner. 1v. Unless specifically provided for in the terms of the approved Project Plan or SOW, in the event that the Award provides funding for a project that was already in progress on the Effective Date, no part of the Award may be used to fund costs accrued for activities completed or costs incurred prior to the Effective Date.
v. Partner may not use Award funds to cover expenditures that have already been funded through other sources.
v1. All Project-related costs are site-specific, and must relate to, occur, or be used at the single proposed site that is contained in the Agreement.

10. Reporting. Partner shall provide the Alliance with two progress reports due upon completion of each Milestone phase as indicated in the Payment Schedule set forth in the SOW. Partner shall also provide a final report due one (1) calendar year from the Phase Three Completion Date, but in any event no later than the end of the Funding Term. The reporting templates will be provided by the Alliance and available on the Alliance's online incentives portal. Partner will submit the progress and final reports through the Alliance's online incentives portal. Failure to submit these report(s) will be considered a material breach of this Agreement, may delay interim or final payments of the Award and may disqualify Partner from receiving future funding from the Alliance.

11. Evaluation and Monitoring. The Alliance may monitor and conduct evaluation of operations under this Agreement. This may include a visit from Alliance staff to observe the Partner's operations related to the Project and the Award, discuss the Project and program activities with the Partner's personnel, and review financial or other records and materials connected with the Project activities financed by the Award.

12. Corrective Action. While uncommon, there may be extraordinary and rare circumstances in which the Alliance deems it necessary or desirable to utilize a corrective action plan for modifying the Agreement terms to facilitate the Partner's compliance with its terms, including adjustment of Milestones, the amount of the Award, completion documentation, and/or extension of completion dates. Partner shall promptly notify the Alliance if Partner anticipates it will not timely achieve any Milestones outlined in the SOW in their entirety, along with a written explanation and any documentation supporting the reasons for Partner's delay. Circumstances within Partner's control shall not in themselves be considered sufficient justification for granting a corrective action. Partner - noncompliance with modified terms under a corrective action plan shall result in termination of this Agreement consistent with Sections 12 and 18, except to the extent that the Alliance elects to further modify the terms of the Agreement in accordance with the foregoing.

13. Bad Faith Recoupment. The Alliance reserves the right to request additional documentation as it deems necessary to validate Partner's use of the Award, either before Letter of Agreement: Alliance Housing Fund
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or after Partner's use. If the Alliance reasonably determines that Partner is in breach of Partner's implied covenant of good faith and fair dealing by failing to take reasonable steps to achieve Milestones or deliver the deliverables, then the Alliance may, in its sole discretion, recoup, withhold, or reduce all or part of any Award payment, as applicable.

14. Compliance with Other Obligations. Partner shall comply with laws and regulations and any regulatory agreements, commitments or undertakings that are imposed on Partner as a result of its receipt of funding from other sources pursuant to Sections 17, 21, 24, and the SOW.

15. Books and Records. Partner agrees to maintain satisfactory financial accounts, documents, and records in connection with the Award and make them available to the Alliance, the State of California, the United States Department of Health and Human Services, the Comptroller General of the United States, or as otherwise required by law.

Partner also agrees to retain such financial accounts, documents and records for three (3) calendar years following termination of this Agreement. Partner agrees to maintain and make available for inspection by the Alliance accurate records of all of its costs, disbursements, and receipts with respect to its activities under this Agreement.

16. Funding Promotion. Any materials used to advertise, announce, or otherwise inform the public of the receipt of the funding provided for hereunder shall describe the funding and the work funded by the Alliance accurately, and in a way that conforms to the purpose statement in the SOW. Any such materials that mention or include information about the Alliance shall refer to the health plan as "Central California Alliance for Health (the Alliance)" on first usage and "the Alliance" thereafter. Any published list of funders who have supported activities related to this funding must include the Alliance. Funded organization must inform the public about the Alliance's funding through the use of signage, acknowledgement in published materials, news media, social media, websites, or other public announcements, as applicable. All materials produced in accordance with this Agreement (including but not limited to training curriculum, agendas, newsletters, flyers, brochures, reports, and videos, etc.) shall contain a statement that the material is funded through the Alliance. Funded organizations who receive funding for the purpose of constructing or renovating a building must memorialize Alliance financial support with a plaque. Funded organizations must refer to the Alliance's Promotion Toolkit for Funded Partners for instruction on the required promotional verbiage, use of Alliance name and Alliance logo in promotional activities. If a funded organization wishes to execute promotional activities or communication not included in the toolkit, the funded organization must obtain written approval of communication materials promoting Alliance funding prior to engaging in these efforts or activities. 1 7. Legal Compliance.
a. Applicable Law. Partner shall perform its obligations under this Agreement at all times in strict accordance with all applicable federal, state, and local laws, including, but not limited to, Prevailing Wage Laws, equal opportunity laws, disability rights legislation, general procurement standards, contract work hours and safety standards, ordinances, regulations, HIP AA, and DHCS guidelines.

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Additionally, this is a publicly-funded Project and is subject to all state and local laws and regulations for public works, including, without limitation, California Labor Code Section 1720, et seq. and Public Contract Code § 1100 et seq. ("Prevailing Wage Laws"). Partner understands that such laws and regulations include exemptions that may apply to the Project, but Partner will assume responsibility for and indemnify the Alliance relating to such laws as such may be applicable to the Project.
b. Disallowed Funds. With respect to Award funds, if any, which are ultimately provided by the State or Federal government, Partner agrees that if Partner claims or receives payment from the Alliance for an eligible expense, payment, or reimbursement of which is later disallowed by the State or Federal government, Partner shall promptly refund the disallowed amount to the Alliance upon the Alliance's request. At its option, the Alliance may offset all or any portion of the disallowed amount against any other payment due to Partner hereunder or under any other agreement. Any such offset with respect to a portion of the disallowed amount shall not release Partner from Partner's obligation hereunder to refund the remainder of the disallowed amount.

18. Term and Termination.
a. This Agreement shall be effective on the Effective Date and shall automatically expire thirty-nine (39) months after the Effective Date unless earlier terminated by the parties as permitted herein ("Funding Term"). This Funding Term accounts for the activity period to perform the Project activities and an additional three months for reporting and payment after completion of all Project Milestones as set forth in the SOW.
b. The Alliance may terminate this Agreement for cause at any time upon written notice to Partner. Cause includes but is not limited to the following: (i) Partner fails to comply with the terms of this Agreement, including any failure to timely complete the Milestones or failure to satisfy the conditions precedent to disbursement of Award funds; (ii) Partner is unable to or is reasonably anticipated to be unable to complete the Project as set forth in the SOW; (iii) Partner ceases its plans to utilize or discontinues its utilization of the facility to serve Medi-Cal eligible recipients prior to reaching assigned capacity, or otherwise materially curtails operations necessary for completion of the Project; (iv) the Alliance determines that any material fact or representation made or furnished to the Alliance by Partner in connection with its application or Letter of Intent was untrue or misleading at the time that such fact or representation was made known to the Alliance, or subsequently becomes untrue or misleading; or (v) the Alliance discovers that Partner has concealed any material fact from the Alliance related to the Letter of Intent, this Agreement, or the Project.
c. The Alliance may terminate this Agreement or cease providing payments hereunder in the event that the Alliance determines, in its sole discretion: (i) that further payments as set forth in this Agreement could violate laws or regulations, including Letter of Agreement: Alliance Housing Fund
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laws or regulations in existence on the Effective Date that may have been clarified or subject to new or changed interpretation, or (ii) in the event of a natural disaster or other event that causes the Alliance to be unable to fulfill its commitment hereunder.
d. This Agreement and the Alliance's obligation to make further payment hereunder shall terminate immediately in the event that Partner ceases operations or in the event of Partner's insolvency, which insolvency shall be considered to have occurred when Partner makes an assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, if a receiver or trustee is appointed with respect to a substantial part of such other party's property, or a proceeding is commenced against it which will substantially impair Partner's ability to complete the Project described in the SOW. The Alliance reserves the maximum rights it is entitled to under any law and under the terms of this Agreement to seek return of any payments made prior to Partner's cessation of operations or insolvency, and to ensure that no funds provided pursuant to this Agreement, no matter when they were provided, shall be used for the purpose of paying Partner's general creditors or for any purpose other than as specifically set forth in the SOW.

19. Effect of Termination. In the event of termination, this Agreement shall terminate and have no further force or effect with respect to either party as of the termination date, except that all obligations arising or accruing prior to termination, including requirements regarding the use or return of Award funds, shall be performed in accordance with the terms of this Agreement and shall survive termination. Termination or expiration of this Agreement shall not affect Partner's obligations under Sections 6-8 and Sections 13-43 of this Agreement, Useful Life obligations in the SOW, or any other obligation that, by its nature, is intended to survive termination or expiration of this Agreement. Upon any termination by the Alliance for cause, Partner shall return any unexpended Award funds to the Alliance within thirty (30) calendar days of the Alliance's written notice of termination, unless the Alliance has approved an alternate arrangement in advance and in writing, as provided below. Such termination will not limit any other remedies that may be available to the Alliance under this Agreement, at law, or in equity.

20. Remedies.
a. In the event that Partner is unable to provide documentation evidencing that Partner utilized Award funds for the sole purpose of completing the Project in accordance with the SOW, Partner shall return such portions of the Award funds to the Alliance for which Partner is unable to provide supporting documentation within thirty (30) business days of the Alliance's request.
b. In the event Partner fails to timely complete the Project Milestones set forth in the SOW, the Alliance may require Partner to return any Award funds that Partner has Letter of Agreement: Alliance Housing Fund
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already received under this Agreement, even if such funds were properly used.

Partner's specific obligation to return funds is further set forth in the SOW. c. In addition to any other provision of this Agreement, if the Alliance determines, in its sole discretion, that Partner has violated or failed to carry out any provision of this Agreement, including but not limited to failure to provide documentation provided for in Section 6 and Section 10 of this Agreement and the SOW, the Alliance may, in addition to any other legal remedies it may have, refuse to make any further Award payments to Partner or on Partner's behalf under this or any other grant agreement, and may demand the return of all or part of the A ward funds previously received by Partner or any third-parties on Partner's behalf, which Partner shall immediately pay to the Alliance. The Alliance may also avail itself of any other remedies available under the law.

21. Other Capital Implementation Terms and Conditions; Return of Funds. Partner agrees that its receipt of funds is conditioned on meeting the applicable requirements of this Section 21. To the extent that the requirements in this Section 21 are applicable to the Project funded under this Agreement, if Partner fails to meet any of these Section 21 requirements, the Alliance may withhold payment hereunder and may, in its sole discretion, exercise any available legal or equitable rights applicable to Partner's return of Award funds received by Partner hereunder. Partner shall provide the Alliance with such documentation as the Alliance may request from time to time during the Funding Term that demonstrates to the satisfaction of the Alliance that Partner has satisfied and will satisfy all the applicable requirements set forth in this Section 21. a. Additional Financial Commitments. Partner represents that the Award Amount received hereunder represents no more than 50% of total Project costs, and that the remaining 50% of funding necessary to complete the implementation of the Project will come from sources other than the Alliance, such as through third-party donations, in-kind products and/or services, cash or documented loans or lines of credit, and/or other state, local, or grant funding.
b. Proof of Ownership. Lease Agreement, or Intent to Purchase. Partner warrants and represents that it has secured long-term rights to use the site-specific facility described in the SOW for which the Maximum Award was determined, and provided the Alliance with proof of such rights by one of the following means:

1. Partner has furnished proof of its legal ownership of the land and/or facility to the Alliance; or

11. Partner has secured a long-term lease agreement for the facility and provided a copy of the lease to the Alliance; or
111. Partner has proposed funding for the acquisition of the land and/or the facility and provided a binding letter of intent to purchase the land and/or facility to the Alliance.

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c. On-Site Services for Transitional/Permanent Supportive Housing. If Partner has received an Alliance Housing Fund Award for a permanent supportive housing project, Partner represents that medical and/or social supportive services will be available to medically fragile Medi-Cal residents with complex needs at the proposed site, which shall be funded by sources other than the Alliance Housing Fund or other Alliance grant programs.
d. Useful Life. Partner represents that the completed Project facility will serve MediCal eligible individuals as set forth in this Agreement, including meeting the Minimum Medi-Cal Occupancy requirements defined in the SOW, for a period of not less than ten (10) years from the Phase Three Completion Date ("Useful Life").

If the facility ceases to service Medi-Cal eligible individuals in accordance with this Agreement prior to the end of the Useful Life, Partner shall provide the Alliance with at least ninety (90) days advance notice prior to the date upon which the facility ceases to service Medi-Cal eligible individuals. In the event that the Partner ceases using the facility to serve Medi-Cal eligible individuals as required under this Agreement or reduces the availability of units for Medi-Cal eligible individuals below the required Minimum Medi-Cal Occupancy, Partner shall pay to the Alliance a prorated portion of the Award amount, as follows:

1. Less than Three Years. If Partner maintains the Minimum Medi-Cal Occupancy standard for less than three years after receipt of the final payment, Partner shall pay the Alliance an amount equal to 80% of the Award amount.

11. Less than Five Years. If Partner maintains the Minimum Medi-Cal Occupancy standard for three or more but less than five years after receipt of the final payment, Partner shall pay the Alliance an amount equal to 50% of the Award amount.
111. Less than Seven Years. If Partner maintains the Minimum Medi-Cal Occupancy standard for five or more but less than seven years after receipt of the final payment, Partner shall pay the Alliance an amount equal to 20% of the Award amount.
1v. Less than Ten Years. Partner maintains the Minimum Medi-Cal Occupancy standard for seven or more but less than ten years after receipt of the final payment, Partner shall pay the Alliance an amount equal to 10% of the Award amount.
v. Waiver of Repayment Obligation. In the event that Partner fails to maintain the Minimum Medi-Cal Occupancy standard or fails to continue using the facility for the benefit of Medi-Cal eligible individuals during the Funding Term, the Alliance may waive all or some of Partner's repayment obligation Letter of Agreement: Alliance Housing Fund
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if the Alliance determines, in its sole discretion, that such failure IS attributable to circumstances that are beyond Partner's control. v1. Serving Medi-Cal Eligible Individuals at a Different Facility. The Alliance may waive Partner's repayment obligation if Partner ceases to occupy the facility but continues to make the same number of Minimum Medi-Cal Occupancy units available to Medi-Cal eligible individuals without interruption at a different facility that has at least the capacity as the facility for which Partner has received an Award hereunder, and that is within the service area of the Alliance (i.e., the Counties of Mariposa, Merced, Monterey, San Benito, and Santa Cruz).

VII. Operation of Facility by Third Party. If Partner sells the facility or leases or subleases the facility to a third party or enters into any transaction through which Partner no longer owns or leases or has responsibility for and control of the operation of the facility as contemplated herein, Partner shall pay to the Alliance the applicable prorated amounts set forth in this Section 21 unless such third party agrees in writing to, and is deemed by the Alliance, in its sole discretion, to be qualified to continue serving Medi-Cal eligible individuals at Minimum Medi-Cal Occupancy levels under the same terms and conditions that Partner has agreed to as set forth herein. Partner shall provide the Alliance with at least ninety (90) days advance notice of a transaction described herein.

22. Notices. All notices required or permitted by this Agreement shall be in writing and may be delivered in person or may be sent by registered or certified mail, return receipt requested, or U.S. Postal Service Express Mail, with postage prepaid, or by Federal Express or other overnight courier that guarantees next day delivery. Unless otherwise stated in the SOW, notices shall be sent to the address of the receiving party's principal place of business. Either party may change the address for notice by giving written notice to the other party. Changes to either party's notice address or Liaison shall not require an amendment to this Agreement.

23. Taxes. Partner shall pay to the appropriate governmental authority, as and when due, any and all taxes, fees, assessments or other governmental charges, including possessory interest taxes and California sales and use taxes, levied upon or in connection with this Agreement, the Project, the Award, or any of the activities contemplated by this Agreement.

24. Compliance with Services Agreement. If Partner is a party to any other agreement(s) with the Alliance, Partner shall comply with all of the requirements in such agreement(s), including any nondiscrimination provisions.

25. Use of Subcontractors. As between Alliance and Partner, Partner shall be responsible for the acts, defaults and omissions of any subcontractor or its agents or employees as fully as if they were the acts, defaults or omissions of Partner. Partner shall ensure that its subcontractors comply with all of the terms of this Agreement, insofar as Letter of Agreement: Alliance Housing Fund
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they apply to the subcontracted portion of the Project. All references herein to duties and obligations of Partner shall be deemed to pertain also to all subcontractors to the extent applicable. A breach by any subcontractor shall be deemed to be a breach hereunder.

Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and Alliance. Each subcontract shall incorporate all of the terms of this Agreement to the extent they apply to the subcontracted portion of the Project. Without limiting the scope of the foregoing, Partner shall ensure that each subcontract shall provide the Alliance, the audit and inspection rights set forth herein. Upon the request of Alliance, Partner shall promptly furnish to the Alliance true and correct copies of each subcontract permitted hereunder.

26. Liability of Alliance. THE ALLIANCE'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE AWARD.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO

EVENT SHALL THE ALLIANCE BE LIABLE, REGARDLESS OF WHETHER ANY

CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL,

CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT

NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH

THIS AGREEMENT OR THE PROJECT PERFORMED IN CONNECTION WITH THIS AGREEMENT.

27. Indemnification. Partner, at its own expense, agrees to defend, indemnify, and hold harmless the Alliance and the Alliance's affiliates, subsidiaries, directors, officers, employees, representatives, and agents from and against any and all liabilities, losses, costs, expenses (including, without limitation, attorneys' fees), damages, claims, suits, and/or demands (including, without limitation, those based on the injury to or death of any person or damage to property), directly or indirectly arising out of, or resulting from, (i) any act or omission of Partner related to any of its obligations performed hereunder, (ii) any breach of Partner's representations or warranties set forth in this Agreement, and/or (iii) any actual or alleged infringement, misappropriation, or other violation of any third-party rights or any laws or regulations relating to Partner's performance of its obligations under this Agreement.

28. Debarment and Suspension Certification. Partner hereby certifies that neither it nor any of its principals, owners, employees or subcontractors (a) is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in a covered transaction by any federal department or agency, or is excluded as the result of state or federal action from participation in any federally-funded health care program; (b) has within a three-year period preceding this Agreement been convicted of or had a civil judgment rendered against it or them for (i) commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction, (ii) violation of federal or state antitrust statutes or (iii) commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; ( c) is presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated in clause (b) above; or (d) has within a three-year period preceding this Letter of Agreement: Alliance Housing Fund
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Agreement had one or more public transaction (federal, state or local) terminated for cause or default. (The terms "covered transaction", "debarred", "suspended", "ineligible" and "voluntarily excluded" have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549.) Partner shall provide immediate written notice to the Alliance if at any time the foregoing certification becomes erroneous. Upon the request of the Alliance at any time during the term of this Agreement, Partner shall update and reissue such certification. Partner further agrees that it will obtain from all subcontractors to whom Partner subcontracts any portion of the Services, if any, such subcontractor's written certification of, and agreement to, the matters set forth in this paragraph, in a form acceptable to the Alliance.

29. Insurance. At all times during the Term and for such period of time thereafter as required for Partner to maintain Insurance Coverage with respect to all of the Services performed hereunder and all of Partner's (and its employees') acts and omissions in connection with this Agreement, Partner shall maintain in full force and effect the following types of insurance to insure against risks or liability ( collectively, "Insurance Coverage"):
a. Commercial General Liability Insurance, including premises liability, products liability (if products are being provided), completed operations coverage, and contractual liability, with minimum limits of $1,000,000 per occurrence, $2,000,000 policy aggregate, including bodily injury (including death) and property damage, covering all of Partner's operations under this Agreement (which insurance shall be provided on an "occurrence" form).
b. Commercial Automobile Liability Insurance, with minimum limits of $1,000,000 per occurrence, combined single limit, for bodily injury (including death) and property damage, covering all owned, non-owned and hired automobiles. c. Workers' Compensation, with minimum limits as required by law, and Employer's Liability insurance (if applicable) with the following minimum limits: (1) Bodily Injury by accident: $1,000,000 each accident; (2) Bodily Injury by disease:
$1,000,000 each employee; and (3) Bodily Injury by disease: $1,000,000 policy limit.

If, in any of the foregoing cases, Partner has procured a claims-made based policy (or policies) and such policy ( or policies) are cancelled or not renewed, Partner agrees to exercise any option contained in said policy (or policies), or otherwise obtain tail coverage, that extends the reporting period for a period of at least four ( 4) years after the termination or expiration of this Agreement.

None of the foregoing requirements as to the type and limits of insurance to be maintained by Partner are intended to and should not be construed as limiting in any manner Partner's obligations under this Agreement.

Each of Partner's insurance policies shall: (i) be issued by companies that have an A. M. Best rating of not less than "A-", and are in a size category which is not lower than "VIII"; (ii) be primary and noncontributory with any of the Alliance's insurance; (iii) add the Alliance as an Letter of Agreement: Alliance Housing Fund
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additional insured (except workers compensation and errors and omissions coverages); and (iv) not be cancelled or non-renewed except upon at least thirty (30) days' prior written notice to the Alliance. Upon or prior to the full execution of this Agreement, and upon expiration or renewal of any required certificate or endorsement, Partner shall provide to the Alliance certificates evidencing all insurance and endorsements required by this Section 29. Certificates and endorsements shall be submitted electronically to: [email protected].

Notwithstanding anything else, if Partner fails to so provide the Alliance with any such certificates, the Alliance may withhold payment of any amounts that are otherwise due to Partner until up to thirty (30) calendar days after such certificates are provided to the Alliance, and/or terminate this Agreement immediately upon notice.

As provided in California Government Code Section 990, the State of California authorizes local public entities to insure for risks and liabilities. Accordingly, Partner is self-insured for all risks typically associated with the Insurance Coverage set forth in this Section 29.

30. Conflict of Interest. Partner hereby certifies that it has read and is aware of the provisions of California Government Code Section 1090 et seq., the California Political Reform Act (California Government Code Section 81000 et seq.), and Title 22 California Code of Regulations (CCR) Section 53600 relating to conflict of interest of public officers and employees. Partner agrees that it is unaware of any financial or economic interest of any public officer or employee of the Alliance relating to this Agreement. Notwithstanding any other provision of this Agreement, it is further understood and agreed that if such financial interest does exist at the inception of this Agreement, the Alliance may immediately terminate this Agreement by giving written notice thereof.

31. Equitable Remedies. Partner acknowledges and agrees that the Alliance may suffer immediate, irreparable harm in the event Partner fails to comply with its obligations under this Agreement, and monetary damages may be inadequate to compensate the Alliance for such breach. Partner agrees that the Alliance will be entitled to seek a judicial temporary restraining order, preliminary injunction, or other equitable relief against Partner (without the requirement of posting a bond or other form of security) to enforce the terms of this Agreement.

32. Arbitration. Any controversy, dispute or claim of whatever nature and irrespective of the facts or circumstances or the legal theories advanced shall be resolved by binding arbitration at the request of either Party. A single neutral arbitrator shall be appointed. The arbitration shall be administered by JAMS and in accordance with the JAMS Comprehensive Arbitration Rules and Procedures. Such arbitration shall occur in Santa Cruz, California. The arbitrator shall apply California substantive law and federal substantive law where state law is preempted. The Federal Arbitration Act, 9 U.S.C. § 1- 16, shall also apply. The arbitrator shall prepare in writing and provide to the Parties an award including factual findings and the legal reasons on which the award is based. The arbitrator may award compensatory damages as permitted by law, but exemplary or punitive damages shall not be awarded. The Parties shall divide equally the cost of the arbitration, including, but not limited to the arbitrator's fee and any related administrative fees and charges. The Parties shall each bear their respective attorneys' fees and costs incurred in the arbitration. The arbitration and any information obtained in connection with Letter of Agreement: Alliance Housing Fund
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this Agreement or through discovery as set forth in this Section 32 shall be confidential and neither the Parties nor the arbitrator may disclose such information to third parties without the written consent of the Parties, except that the Parties may disclose such information as necessary to seek confirmation of the arbitration award, to enforce any judgment entered on account of the award or as otherwise is required by law; however, the Parties may make such disclosure as is necessary to their respective auditors, accountants, attorneys and insurers.

33. Independent Partners. The parties hereto are independent contractors and neither the Alliance nor Partner is an agent or employee of the other.

34. Taxpayer Identification Number and Certification. Upon execution of this Agreement, Partner shall complete and deliver to the Alliance the IRS Form W-9, Request for Taxpayer Identification and Certification.

35. Time is of the Essence. Time is of the essence with respect to Partner's performance of the Services and delivery of the Deliverables. FAILURE TO SA TIS FY

ANY ONE OF THE PERFORMANCE MILESTONES WILL CONSTITUTE A

BREACH OF THIS AGREEMENT AND ENTITLES THE ALLIANCE TO MANDATE

THE PARTNER TO RETURN TO THE ALLIANCE ANY AWARD FUNDS
DISBURSED; IN ANY SUCH INSTANCE, THE ALLIANCE MAY ALSO CANCEL

THIS AGREEMENT WITHOUT OWING ANY DAMAGES OR OTHER PAYMENT TO PARTNER.

36. Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of California without regard to the conflicts of law provisions thereof that would require the application of the laws of any other state.

37. Severability. Except as explicitly stated otherwise in this Agreement, if any provision of this Agreement or the application thereof is held invalid, that invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are severable.

38. Waiver. No terms or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing and signed by the waiving party. No consent by either party to, or waiver of, a breach by either party, whether expressed or implied, will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

39. Assignment. This Agreement shall not be assigned by the Partner either in whole or in part.

40. Successors; No Third-Party Beneficiaries. The terms of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their successors and assigns.

Nothing in this Agreement, whether express or implied, shall be construed to give any Letter of Agreement: Alliance Housing Fund
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person or entity any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

41. Order of Precedence. In the event of any express and unequivocal conflict or inconsistency between the provisions of any SOW and the provisions of this Agreement, the provisions of this Agreement will govern and control.

42. Entire Agreement. This Agreement shall supersede any prior oral or written understandings or communications between the parties and constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be amended or modified, except in writing signed by both parties.

43. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original, and all of which taken together constitute one and the same instrument. Telecopied or scanned signatures will be deemed to have the same effect as an original.

The parties are concurrently executing this Agreement and the SOW attached as Exhibit 1 and fully incorporated herein, both effective upon final signature ("Effective Date").

Partner:
---- -
Gi!Y of Los Banos
By: _________ _
Print Name: ---------
Title: -------- ---- Date Signed: ________ _
Letter of Agreement: Alliance Housing Fund
Last revised O 1/21/25
Alliance:

Santa Cruz-Monterey-Merced-San
Benito-Mariposa Managed Medical
Care Commission, operating as Central
California Alliance for Health
By:------- -----
Print Name: ------- --
Title: - - ---------- Date Signed: ________ _

Page 15 ends

376
EXHIBIT 1

STATEMENT OF WORK

ALLIANCE HOUSING FUND A WARD
This Statement of Work ("SOW") is entered into pursuant to, and is governed by, that certain Letter of Agreement ("Agreement") concurrently executed between Santa Cruz-MontereyMerced-San Benito-Mariposa Managed Medical Care Commission, operating as Central California Alliance for Health (the "Alliance"), having a principal place of business at 1600 Green Hills Road, Suite 101, Scotts Valley, CA 95066-4981, and City ofios Banos ("Partner"), having a principal place of business at ~20 J 8-tt:e.~t, Los Ba11:9s, CA 93~3-~.

This SOW is fully incorporated into the Agreement and sets forth additional terms and conditions that apply to Partner's receipt of the Alliance Housing Fund Award described below. Any individual reference to the "Agreement" or "SOW" shall be deemed to include the terms of both the Agreement and SOW.

Project:

Award Date:

Partner Name:

Partner's Liaison:

Award:

Maximum Award:

Purpose of Project:

Minimum Medi-Cal
Eligible Individuals
Preference Threshold
Requirement:
i>ermanent Supportiy,e Housing ("Prnj~~")
tuly J 1, 2024
pty of Los Banos
Christy McCammond - Housing Program Manag~
Phone: 209-827-2441
Email: [email protected]
The actual amount of the Alliance Housing Fund funds awarded to Partner shall be determined commensurate with Partner's achievement of the Project Milestones below and contingent upon Partner's compliance with the terms of the Agreement in which this SOW is incorporated ("Award").

The Award amount shall not exceed $2,5,90,QQ0.0O ("Maximum Award")
To support the Permanent Supportive Housing Project as described in this Agreement and the Letter of Intent dated June 20, 2024, attached to this Agreement as Exhibit 3, that is or will be located at parcel #: 083-100-084 and to provide services to Medi-Cal eligible individuals currently experiencing homelessness.

Partner must restrict occupancy for at least eigli! (8) additional units of p~rmane,n.t st1pporti_y_~ housing to Medi-Cal eligible individuals ("Minimum Medi-Cal Occupancy").

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A. PAYMENT PRECONDITIONS: The Alliance will not disburse any Award payments until this Agreement, including this SOW, has been fully executed and the Alliance has approved a Project Plan, as described below, and all required supporting documents. The Partner shall append applicable supporting documents to the Project Plan, all in form and substance acceptable to the Alliance. To ensure Project feasibility and financial · sustainability, Partner must fulfill the payment preconditions below and provide documentation for review in accordance with the terms of this Agreement and SOW before receiving any Award funds. All funds necessary to complete the full Project costs, including any pre-development, development, and post-development activities described in this Agreement and SOW must be committed during the Funding Period. It is mutually agreed that if the Partner does not appropriate sufficient funds to cover the full Project costs, the Alliance may immediately terminate the Agreement, and the Alliance shall have no liability to pay any Award funds whatsoever or to furnish any other considerations to Partner. Such termination will not limit any other remedies that may be available to the Alliance under this Agreement, at law, or in equity.
a. Project-Specific Contingencies: As a condition precedent to receiving any Award funds payments, Partner must fulfill ALL of the following requirements:
b.

1. Partner shall ensure that a deed restriction is recorded against the Project site property with substantially the same terms contained in the Regulatory Agreement and Declaration of Covenants, Conditions and Restrictions ("Declaration") that Partner provided to the Alliance on February 10, 2025, attached to this Agreement as Exhibit 4. Should Partner or any subsequent owner violate any portions of the Declaration applicable to this Agreement, Partner shall pay to the Alliance, either directly or through such subsequent owner, the full amount of the Award delivered to Partner hereunder. Partner assumes responsibility for ensuring the full amount of the Award is timely returned to the Alliance in the event of any such violation. c. Funding Sources: Partner will satisfy its obligation to cover the costs of the Project's development, operations, and services as set forth in this Agreement by leveraging funding commitments, or other reasonable funding assurances, from other funding sources. Partner agrees that the Award is contingent upon Partner securing funding from such sources to cover the total cost of completing the Project and fulfilling Partner's obligations under the Agreement, including the Useful Life requirement. The Alliance's obligation to make any disbursements of Award funds to Partner is subject at all times to Partner's ongoing demonstration of its ability to cover the costs of the Project. Partner represents that Partner has secured funding for the Project as follows:

1. Non-Alliance funding sources:
• Encampment Resolution Fund: $11,842,621.00
• City of Los Banos, General Fund - $1,336,424.00

11. Other financial support: None
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Partner must fulfill the above contingencies and provide documentation for review in accordance with the terms in this Agreement and SOW to ensure project feasibility and financial sustainability. All funds necessary to complete the full Project costs, including the development and post-development activities described in the Agreement and this SOW, must be committed during the Funding Period. It is mutually agreed that if the Partner does not appropriate sufficient funds to cover the full Project costs, the Alliance may immediately terminate the Agreement, and the Alliance shall have no liability to pay any A ward funds whatsoever or to furnish any other considerations to Partner. Such termination will not limit any other remedies that may be available to the Alliance under this Agreement, at law, or in equity.

B. PROJECT PLAN: For purposes of this Agreement, "Project Plan" shall mean a clear, precise, and detailed implementation schedule with an itemized budget for the Project, including a description of the work to be performed under each Milestone, corresponding completion dates, and corresponding costs. Partner shall prepare and submit a proposed Project Plan to the Alliance for approval in accordance with the Phase 1 Milestones below. The Alliance shall have ten (10) business days to review and, in its discretion, approve or raise objections to the proposed Project Plan. If the Alliance raises any such objections, Partner shall have three (3) business days to revise and resubmit a proposed Project Plan. The Alliance shall have no obligation to disburse any Award funds unless and until Partner submits a Project Plan acceptable to the Alliance. Upon acceptance, the Project Plan shall automatically become incorporated into and form an essential part of this Agreement, and the Award shall be conditioned upon Partner's adherence to the deliverables schedule under the approved Project Plan.

C. PROJECT MILESTONES: In order to maintain continued eligibility to receive the Award funds hereunder, Partner must meet the following Project milestones ( each, a "Milestone"):

1. Phase One
a. Phase One Milestones:

1. Confirm acquisition process.

11. Obtain design plans.
~!1: CompJ~Je constru.ction budget
b. Phase One Completion Date: Within ten (10) business days of Effective Date. c. Deliverables: Documentation of Phase One Milestones completion, including submission of proposed Project Plan and documentation of any applicable Payment Preconditions listed in Section A of this SOW.
d. Deliverable Due Date: Within ten (10) business days of Effective Date. e. Payment Percentage: 45% of Maximum Award

2. Phase Two
a. Phase Two Milestones:

1. Demonstrate proof of property ownership.
• By February 28, 2025, City of Los Banos will demonstrate ownership of the p~operty located at parcel #083-100-084.

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ii. Obtain general contractor bids.
m. Sign general contractor contract
iv. Begin construction.
• Construction Start Date. In order to maintain eligibility for the interim payments provided for in this SOW, Partner must begin construction of the Project within twelve (12) mo11ths of the Effective Date ("Construction Start Date").
b. Phase Two Completion Date: f ebruary 28, 2025
c. Deliverables: Detailed documentation of Phase Two Milestones completion, including timely submission of reports.
d. Deliverable Due Date: March 31, 2025
e. Payment Percentage: !45% of Maximum Award

3. Phase Three
a. Phase Three Milestones:

1. Establi_~h Prioritization Process for Medi-Cal Eligible Individuals. By April 30, 202_5, Partner will establish a process for prioritizing Medi-Cal eligible individuals for placement. All prioritization systems must be at all times in strict accordance with all applicable federal, state, and local laws, including the U.S. Department of Housing and Urban Development's Fair Housing Act. 1 Partner shall develop Project prioritization systems as follows:
• Permanent Supportive Housing. If all or a portion of the Project is for permanent supportive housing, the following shall apply to such permanent supportive housing units:
o Unless otherwise preapproved by the Alliance, Partner will develop referral protocols which prioritize placement of Medi-Cal eligible individuals through the local Coordinated Entry System ("CES"). If Partner wishes to utilize a
prioritization system other than CES, Partner may submit a request to utilize a comparable system to the Alliance at least 30 days prior to implementation date. Any request to utilize a prioritization system other than CES must be delivered in writing by Partner and include a detailed narrative
description of the prioritization system, justification for utilizing the non-CES system, and an attestation that the placement prioritization process complies with the terms of this Agreement and Medi-Cal eligibility income
requirements.
o Should Partner include a request to utilize a non-CES system in Partner's Phase 1 Milestone Project Plan deliverable, such non-CES system shall be considered approved under this
Agreement upon the Alliance's approval of the Project Plan 1 Housing Discrimination Under the Fair Housing Act I HUD.gov/ U.S. Department ofHousinl! and Urban Development (HUD)
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o Should requirements from other funding sources or other external constraints prevent Partner from using CES, Partner shall provide documentation to the Alliance evidencing such terms and conditions.
p_,_ Should Partner already have a prioritization system comparable to CES in place that Partner wishes to continue utilizing as of the due date set forth above in Section C(3)(a)(i) of this SOW, then Partner shall adopt the
following protocol unless otherwise agreed upon by the
Alliance:

1. If Partner's prioritization list already contains a
queue, Partner will: validate listed individuals'
Medi-Cal eligibility using income guidelines and
submit validated prioritization list to the Alliance for approval.

11. Once Partner's prioritization list is exhausted,
Partner will: identify other Medi-Cal eligible
individuals through the Partner's alternative system,
validate such individuals' Medi-Cal eligibility using
income guidelines, and submit the validated
prioritization list to the Alliance for approval.
iii. Once Partner's prioritization list is exhausted, if Partner is not able to identify any additional MediCal eligible individuals through the alternative system, Partner will: utilize CES, validate such
individuals' Medi-Cal eligibility using income
guidelines, and submit validated prioritization list to the Alliance for approval.
• Non-Permanent Supportive Housing. If all or a portion of the Project is for uses other than permanent supportive housing ( e.g., recuperative care and short-term post hospitalization housing), the following shall apply to such non-permanent supportive housing units:
o Partner shall submit a proposed process of prioritization to the Alliance at least 30 days prior to implementing such process under this Agreement. Such proposal must be
delivered in writing by Partner and include a detailed
narrative description of the prioritization process, how such system will prioritize placement of Medi-Cal eligible
individuals to meet Minimum Medi-Cal Occupancy
requirements, and an attestation that the placement
prioritization process complies with the terms of this
Agreement and Medi-Cal eligibility income requirements. o Should Partner include a proposed process of prioritization in Partner's Phase 1 Milestone Project Plan deliverable, such Letter of Agreement: Alliance Housing Fund
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system shall be considered approved under this Agreement upon the Alliance's approval of the Project Plan

11. Complete construction.
• By June 30, 2027, City of Los Banos will complete construction of the Permanent Supportive Housing Project at parcel #083-100-084, for the purpose of adding eight (8) additional units of p_ermanent supportive housing.
iii. Obtain Certificate of Occupancy.
• By Iune 30, 2027, all permanent supportive housing units will be fully occupied, and meet Minimum Medi-Cal Occupancy.
iv. Establish Service Availability and Best Efforts Prioritization Outcomes. • By lf une 30, 2027, Partner will ensure that on-site case management services are available/provided and individual services plans are developed for all Medi-Cal eligible residents receiving case management services.
• By lTU:11:~ 30, 2027~ Partner shall use best efforts to achieve goal of:
original Medi-Cal eligible residents placed for Minimum Medi-Cal Occupancy remain housed at the Project.
b. Phase Three Completion Date: J~e 30, 2027
c. Deliverables: Detailed documentation of Phase Three Milestones completion, including timely submission of reports and, as applicable, validated prioritization lists.
d. Deliverable Due Date: July 31, 2027
e. Payment Percentage: •10% of Maximum Award

4. Post Completion; Useful Life.
a. Useful Life Implementation. At all times during the Useful Life (i.e., 10 years following Phase Three Completion Date), Partner shall place Medi-Cal residents as set forth in this Agreement consistent with Medi-Cal eligibility income requirements and the approved prioritization process. For this purpose, Partner agrees to provide the Alliance with an annual report which attests that Partner has maintained the Minimum Medi-Cal Occupancy requirement as set forth in this Agreement and SOW, and that Partner has continued to comply with all terms of this Agreement. Partner agrees to submit a complete and accurate report to the Alliance by March 31st of each calendar year for the Useful Life of the Project, (i.e., 10 years following Phase Three Completion Date) ("Annual Attestation"). The Annual Attestation shall be consistent with the format outlined in the Annual Attestation Template attached as Exhibit 2 to this Agreement. Partner also agrees to timely provide all information reasonably requested by the Alliance to validate Partner's Annual Attestation responses. Partner may deliver the Annual Attestation to the Alliance in the manner specified in Section 22 of the Agreement, or by email to: [email protected] with a copy to the Alliance's Liaison. If delivered by email, the Annual Attestation shall be deemed given when actually received by the Alliance. The failure of Partner to timely submit the Annual Attestation shall be a material breach of this Agreement. This Section shall survive termination of the Agreement.

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b. Useful Life End Date:
c. Deliverables: Annual attestation.
d. Deliverable Due Date: March 31st of each calendar year during the Useful Life.

D. PROJECT DURATION. Partner shall have a period of 39 months from the Effective Date to complete all activities that were submitted for funding in the Letter of Intent approved by the Alliance on foly 31, 2024, and all required reporting. Partner shall continue to house MediCal eligible individuals in accordance with this Agreement for no less than the Useful Life (i.e., 10 years following Phase Three Completion Date).

E. PAYMENT SCHEDULE. Payments shall be made to Partner by the Alliance according to the schedule provided below, subject to the Alliance's receipt of all documentation reasonably required by the Alliance and Partner's compliance with all of the terms of this Agreement:
a. Initial Payment. The initial payment shall not exceed forty-five percent (45%) of the Maximum Award amount and shall be paid within thirty (30) business days of the Alliance's actual receipt of a progress report from Partner indicating that all Phase One Milestones have been completed.
b. Interim Payments. There shall be one interim payment for the Milestones outlined above in this SOW. The interim payment shall not exceed forty-five percent (45%) of the Maximum Award amount. This payment shall be paid within thirty (30) business days of receipt of a progress report (narrative and original Project budget versus actual expenses) and verification of Project expenses incurred since the previous payment. Progress report should include documentation (e.g., project management report, inspection report, permit, etc.) demonstrating that specified milestones have been completed.
c. Final Payment. Final payment of ten percent (10%) of the Maximum Award amount (or remaining balance per actual Project expenses) shall be paid within thirty (30) business days of the receipt by the Alliance of a progress report indicating that all Milestones of the Project have been completed. The progress report will include a narrative, original Project budget versus actual expenses, and verification of Project expenses incurred since the previous payment. Progress report should include documentation demonstrating that the Project is complete (e.g. certificate of occupancy).

F. DOCUMENTATION. Partner shall provide the Alliance with notice in the form requested by the Alliance of the Construction Start Date and the Phase Three Completion Date, and provide the Alliance with such further documentation as it may request to verify that Partner has actually begun and/or completed the Project as required under this SOW. Partner shall provide, within thirty (30) calendar day§ of the Alliance's request, such progress, financial, operational, and other reports as the Alliance may from time-to-time request, in a form and substance satisfactory to the Alliance. Failure to provide requested documentation within the required time period shall be considered a material breach of this Agreement, and the Alliance may, at its discretion, terminate this Agreement for cause and recoup payment in accordance Letter of Agreement: Alliance Housing Fund
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with the terms of this Agreement, and/or withhold any portion of the Award otherwise payable under this Agreement.

G. DISCRETION OF ALLIANCE. If Partner fails to meet the required Construction Start Date or the required Phase Three Completion Date and/or reporting deadlines, the Alliance shall have the discretion to withhold interim or final payments hereunder, as the case may be, and may, at its sole discretion, change or adjust any of the deadlines provided for herein, including requiring such additional documentation or changes as it shall determine to be reasonable and necessary for the completion of the Project under an alternative schedule.

H. ACTUAL COSTS. Payments shall be made for Partner's actual costs incurred and reported in accordance with this Agreement. Under no circumstances shall payment exceed the amount of the Maximum Award.

I. PREAPPROVED TRANSFER. Partner represents that Partner intends to enter into the Disposition, Development and Loan Agreement ("Developer Agreement") with Anabasis, LLC ("Developer"), a copy of which Partner provided to the Alliance on February 10, 2025.

The Alliance hereby explicitly consents to Partner's execution of the Development Agreement and Partner's transfer of the Project to Developer thereunder for purposes of Section 21 ( d)(vii) of this Agreement (Operation of Facility by Third Party), provided that the Alliance is made a third-party beneficiary of the Development Agreement with the right, but not the duty, to enforce, and that Partner remains joint and severally liable for the performance of this Agreement, regardless of any assumption by the Developer of Partner's obligations to the Alliance.
[ signatures appear on following page]
Letter of Agreement: Alliance Housing Fund
Last revised O 1/21/25 Page 23 of28
384
The parties are concurrently executing this SOW and the Agreement, both effective upon final signature ("Effective Date").

For the Partner:

City of Los Banos
By:------------
Print N rune: --------- Title: ------------ Date Signed: ________ _ Letter of Agreement: Alliance Housing Fund
Last revised O 1/21/25
For the Alliance:

Santa Cruz-Monterey-Merced-San
Benito-Mariposa Managed Medical
Care Commission, operating as Central
California Alliance for Health
By:------------
Print Nrune: -------- - Title: ------------ Date Signed: ________ _

Page 24 ends

385
386
EXHIBIT2

ANNUAL ATTESTATION TEMPLATE FOR

CENTRAL CALIFORNIA ALLIANCE FOR HEALTH HOUSING FUND
This Annual Attestation applies to Partner's receipt of Housing Fund Award funds under the Letter of Agreement referenced below between Partner and the Santa Cruz-Monterey-Merced-San Benito-Mariposa Managed Medical Care Commission, operating as Central California Alliance for Health, ("Alliance"), having a principal place of business at 1600 Green Hills Road. Suite 101.

Scotts Valley, CA 95066-4981.

Partner must accurately complete and submit this Annual Attestation to the Alliance by March 31st of each calendar year for the Useful Life of the Project, as further set forth in the Letter of Agreement.

Partner may deliver this Annual Attestation to the Alliance Liaison by any of the following: in person, by registered or certified mail, return receipt requested, or U.S. Postal Service Express Mail, with postage prepaid, by Federal Express, other overnight courier that guarantees next day delivery, or by email to: [email protected]. If delivered by email, the Annual Attestation shall be deemed given when confirmed actually received by the Alliance.

Project:

Letter of Agreement
Effective Date:

Partner Name:

Permanent Supportive Housing ("Project")
City of Los Banos
Minimum Medi-Cal
Eligible Individuals
Preference Threshold
Requirement:

Partner must restrict occupancy for at least ~ight (~) additional units of p~rmanent supp9rtive housing to Medi-Cal eligible individuals ("Minimum Medi-Cal Occupancy").

Re uirement T e Descri tion of Re uirement Partner Res onse Minimum Medi-Cal Partner must restrict occupancy for at Occupancy least the Minimum Medi-Cal Occupancy □ Yes.
levels specified above. Please confirm
Partner has maintained Minimum Medi- □ No.

Cal Occupancy. If Partner failed to meet
Minimum Medi-Cal Occupancy levels, If"No," please explain:
please provide good faith estimate of
occupancy by Medi-Cal eligible
individuals durin ear and
Letter of Agreement: Alliance Housing Fund
Last revised O 1/21/25 Page 25 of28
387
Prioritization
Process
narrative explanation of Partner's failure
to meet requirement.
• If Project was for Permanent
Supportive Housing, m1mmum
threshold is based on number of
units m service occupied by
Medi-Cal eligible individuals
during the reporting year.
• If Project was for Recuperative
Care or Short-Term PostHospitalization Housing,
minimum threshold is based on
number of stays by Medi-Cal
eligible individuals out of total
stays.

Current prioritization process. Please □ Yes
confirm use of approved prioritization
process. If Partner is currently using a □ No.
prioritization process other than the
process approved by the Alliance, please If ''No," please explain:
provide narrative description of current
process and how process complies with
Medi-Cal eligibility mcome
requirements in alignment with the Letter
of Agreement.

By signing the below, Partner attests that the information above is true and correct, that Partner has continued to act in compliance with the Letter of Agreement, and that the Project facilities have continued to operate in alignment with the Letter of Agreement. Partner shall provide all information reasonably requested by the Alliance to validate the above information or to support any response to any government audits or inquiries related to the Letter of Agreement.

Partner:

By: - ---- --- ----
Print Name: - ----- - - -
Title: ___ ___ ____ _
Date Signed: _ _____ __ _
Letter of Agreement: Alliance Housing Fund
Last revised O 1/21/25 Page 26 of28
388
Letter of Agreement: Alliance Housing Fund
Last revised O 1/21/25
EXHIBIT3

LETTER OF INTENT

Page 27 ends

389
390
EXHIBIT4

AFFORDABLE HOUSING REGULATORY AGREEMENT AND

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
Letter of Agreement: Alliance Housing Fund
Last revised O 1/21/25 Page 28 of28
391
Recording Requested by
and when Recorded, return to:

City of Los Banos
520 J Street
Los Banos, CA 93635
Attention: City Manager

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE 6103, 27383
(SP ACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)

AFFORDABLE HOUSING REGULATORY AGREEMENT AND

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
(Permanent Supportive Housing)

THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (this "Agreement") is made and entered as of -------~ 202 _, by and among the City of Los Banos, a municipal corporation ("City"), and [INSERT], a [INSERT ENTITY TYPE AND NAME] ("Owner" or, collectively with City, "Parties") with reference to the following:

RECITALS
A. Pursuant to a Disposition, Development and Loan Agreement ("Disposition Agreement") between the Parties, the City conveyed to Owner that certain real property, consisting of approximately four (4) acres, and located near Gilbert Gonzales Jr. Drive, Los Banos, California (APN 083-100-084) (the "Property"). The Property is more particularly described in Exhibit A.

B. The City agreed to provide grant funding from the State of California's Encampment Resolution Funding Round 3 established pursuant to Senate Bill 197 (Ch. 2022, Stats. 2022), which enacted Chapter 7 of Part 1 of Division 31 of the California Health and Safety Code (Sections 50250 et seq.) ("ERF Funding"), for the construction and operation of an affordable housing development comprising of modular units that will provide permanent supportive housing to persons experiencing homelessness. (the "Project").

C. The purpose of this Agreement is to establish rental restrictions on the Project for the period set forth in this Agreement, and to provide for the continuous availability of such restricted units as affordable housing to households at the income level specified below.

D. This Agreement shall run with the land and shall bind Owner and all of Owner's successors in interest as owners of the Property.

NOW, THEREFORE, in consideration of the foregoing and the benefits secured by Owner and City, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
83727.00003\43236140.l 1
392

1. RECITALS. The foregoing recitals are a part of this Agreement.

2. DEFINITIONS. In addition to the terms defined elsewhere in the Agreement, the following terms shall have the following meetings:

A. "Affordable Rent" means the maximum rent that may be charged to an Eligible Household, in accordance with the limits published by HCD pursuant to Health and Safety Code Section 50053, which shall comply with the requirements set forth in Section 4 of this Agreement applicable to each Eligible Household and their respective income category.

B. "Affordable Units" means fifty-seven (57) individual modular units installed on the Property, pursuant to Section 4, below, which shall be restricted to Eligible Households m accordance with this Agreement.

C. "CCAH Funding" means the funding received from the City through the Santa CruzMonterey-Merced-San Benito-Mariposa Managed Medical Care Commission, operating as Central California Alliance for Health, and all requirements of the funding as set forth in Exhibit D and incorporated herein by reference.

D. "Eligible Household{s)" means a Homeless Household or Persons Experiencing Homelessness as defined in Part 578 of the Code of Federal Regulations and defined in Section

2.I, with income which does not exceed one-hundred and twenty percent (120%) of the Median Income as published annually by HCD pursuant to Health and Safety Code Section 50063.5 and implementing regulations, or any successor provisions, and whose members either currently reside in an encampment or who have recently lived in an encampment, and who are listed in the Merced City and County Continuum of Care Coordinated Entry System. City, in its sole and absolute discretion, may also approve Eligible Households who meet the definition of "at risk of homelessness," under 24 Code of Federal Regulations § 578.3, subject to the requirements of Section 4 of this Agreement and a written amendment between City and Owner.

E. "ERF Program" means the Encampment Resolution Funding Round 3 established pursuant to Senate Bill 197 (Ch. 2022, Stats. 2022), which enacted Chapter 7 of Part 1 of Division 31 of the California Health and Safety Code (Sections 50250 et seq.), as described in Recital B, above.

F. "Gross Income" means all income from whatever source from all adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Income. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development Section 6914.

G. "HCD" means the California Department of Housing and Community Development or its successor.

H. "Homeless" or "Persons Experiencing Homelessness" or "Homeless Household", means persons who are "homeless" as defined in Part 578 of the Code of Federal Regulations, as 83727.00003\43236140. l 2
393
amended or expanded, as set forth below:

1. An individual or family who lacks a fixed, regular, and adequate nighttime residence, meaning:
(i)
(ii)
An individual or family with a primary nighttime residence that is a public or private place not designed for or ordinarily used as a regular sleeping accommodation for human beings, including a car, park, abandoned building, bus or train station, airport, or camping ground; An individual or family living in a supervised publicly or privately operated shelter designated to provide temporary living arrangements (including congregate shelters, transitional housing, and hotels and motels paid for by charitable organizations or by federal, state, or local government programs for low income individuals); or
(iii) An individual who is exiting an institution where he or she resided for 90 days or less and who resided in an emergency shelter or place not meant for human habitation immediately before entering that institution;

2. An individual or family who will imminently lose their primary nighttime residence, provided that:
(i) The primary nighttime residence will be lost within 14 days of the date of application for homeless assistance;
(ii) No subsequent residence has been identified; and
(iii) The individual or family lacks the resources or support networks, e.g., family, friends, faith-based or other social networks needed to obtain other permanent housing;

3. Unaccompanied youth under 25 years of age, or families with children and youth, who do not otherwise qualify as homeless under this definition, but who:
(i) Are defined as homeless under section 387 of the Runaway and Homeless Youth Act (42 U.S.C. 5732a), section 637 of the Head Start Act (42 U.S.C. 9832), section 41403 of the Violence Against Women Act of 1994 (42 U.S.C. 14043e-2), section 330(h) of the Public Health Service Act (42 U.S.C. 254b(h)), section 3 of the Food and Nutrition Act of2008 (7 U.S.C. 2012), section 17(b) of the Child Nutrition Act of 1966 (42 U.S.C. 1786(b)), or section 725 of the McKinney-Vento Homeless Assistance Act ( 4 2 U.S. C. (ii)
11434a);
Have not had a lease, ownership interest, or occupancy agreement in permanent housing at any time during the 60 days immediately preceding the date of application for homeless assistance;
(iii) Have experienced persistent instability as measured by two moves or more (iv)
83727.00003\43236 l 40. l
during the 60-day period immediately preceding the date of applying for homeless assistance; and
Can be expected to continue in such status for an extended period of time because of chronic disabilities, chronic physical health or mental health conditions, substance addiction, histories of domestic violence or childhood abuse (including neglect), the presence of a child or youth with a disability, or two or more barriers to employment, which include the lack of a high school degree or General Education Development (GED), illiteracy, low 3 394
English proficiency, a history of incarceration or detention for criminal activity, and a history of unstable employment; or

4. Any individual or family who:
(i) Is fleeing, or is attempting to flee, domestic violence, dating violence, sexual assault, stalking, or other dangerous or life-threatening conditions that relate to violence against the individual or a family member, including a child, that has either taken place within the individual's or family's primary nighttime residence or has made.the individual or family afraid to return to their primary nighttime residence;
(ii) Has no other residence; and
(iii) Lacks the resources or support networks, e.g., family, friends, faith based or other social networks, to obtain other permanent housing.

I. "Household" means all persons who occupy a residence or housing unit, or who apply to live together in the same Unit.

J. "Low Income Household" means a household with Gross Income that is less than or equal to eighty percent (80%) of Median Income, and the limits published annually by HCD pursuant to Health and Safety Code Section 50093 and implementing regulations, or any successor prov1s10ns.

K. "Median Income" means the "area median income," applicable to Merced County, adjusted for family size, as determined annually by HCD pursuant to California Health and Safety Code Section 50093 (or a successor provision).

L. "Monthly Rent" means the monthly total of payments by the tenants of an Affordable Unit for the following: use and occupancy of the Affordable Unit and associated facilities, including parking; the separately charged fees or service charges assessed by Owner which are required of all tenants, other than security deposits; and a reasonable Utility Allowance. Monthly Rent does not include any payments received by Owner from a voucher program or other public rental assistance, including but not limited to Section 8 vouchers, provided that the Monthly Rent and the lease terms otherwise comply with the applicable voucher program or assistance.

M. "Tenant" means an occupant of any one of the Units.

N. "Unrestricted Unit" means the one (1) unrestricted unit designated for an on-site manager.

0. "Utility Allowance" means a reasonable amount of charges for utilities including garbage collection, sewer, water, electricity, gas, and other heating, cooking and refrigeration ( excluding telephone service). The Utility Allowance shall take into consideration the cost of an adequate level of service. The Utility Allowance shall be based on the amount published by the County of Merced, unless the City provides written consent to another source.

P. "Very Low Income Household" means a household with Gross Income that is less than or equal to fifty percent (50%) of Median Income, and the limits published annually by HCD 83727.00003\43236140.l 4
395
pursuant to Health and Safety Code Section 50 I 05 and implementing regulations, or any successor prov1s10ns.

3. TERM OF AGREEMENT, RUNS WITH THE LAND. The term of this Agreement (the "Term") shall commence on the date first written above (the "Effective Date"), and shall remain in full force and effect until fifty-five (55) years after the date the City issues a Certificate of Completion (as defined in the Disposition Agreement) for the Project, unless terminated earlier by City pursuant to the terms of this Agreement or extended by the mutual consent of the Parties. The covenants set forth herein shall be covenants running with the land ( as they may be amended from time to time) and shall inure to the benefit of and be enforceable by City while City maintains any interest in the Property and shall be binding upon Owner and/or any other party having any right, title or interest in the Property (including any portion thereof). By accepting title, Owner, or any other person who acquires an ownership interest in the Property, agrees (a) that all covenants and restrictions created by this Agreement are necessary in order to preserve the stock of affordable housing for Low Income Households and are reasonable in light of their purposes, (b) provide housing for Persons Experiencing Homelessness, and ( c) to abide by each and every covenant and restriction herein.

4. RENTAL AND OCCUPANCY REQUIREMENTS.

A. Throughout the Term, the Affordable Units in the Project shall be occupied by Eligible Households (other than any time prior to the completion of construction of the Project). Each Eligible Household is subject to annual certification and Owner is authorized to immediately terminate, subject to applicable law, the tenancy of any Household one or more of whose members misrepresented any fact material to the Household's qualification as an Eligible Household. In addition to the affordability requirements set forth in this Section 4, the Affordable Units shall be rented in accordance with the priorities establish in Section 5, below.

B. Affordable Unit Requirements.

1. All Units. Unless otherwise approved in writing by the City, in its sole and absolute discretion, the Affordable Units shall be restricted for occupancy by Eligible Households with income that does not exceed the income limits for "persons and families oflow or moderate income," which means one-hundred and twenty percent (120%) of the Median Income, as published annually by HCD pursuant to Health and Safety Code Section 50093 and implementing regulations, or any successor prov1s10ns.

11. Low and Very Low Income Units. In addition to the restriction of sub-paragraph (i), above, Owner shall comply with the following restrictions:
83727.00003\43236140.l
a) For the entire Term, at least seventy five percent (75%) of the Affordable Units shall be restricted for Low Income Households (the "Low Income Units"). The total number of Low Income Units shall not be less than forty four ( 44). The restriction for Low Income Units is imposed pursuant to California Government Code Section 54221(f)(l)(F).
5 396
b) Very Low Income Units. For a period of thirty (30) years from the Effective Date, twelve (12) of the Low Income Units shall be restricted for Very Low Income Households ("Very Low Income Units). The restriction for Very Low Income Units is imposed pursuant to California Government Code§ 37364.

Eight permanent supportive housing units must be restricted to individuals eligible for Medi-Cal based on income.

C. Affordable Rent Requirements.

1. Monthly Rent charged to Low Income Households shall not exceed one-twelfth (1/12) of thirty percent (30%) of the lesser of: (A) sixty percent (60%) of AMI, pursuant to the amounts published by HCD, or (B) Gross Income for the Household.

11. Monthly Rent charged to Very Low Income Households shall not exceed onetwelfth (1/12) of thirty percent (30%) of the lesser of (A) fifty percent (50%) of AMI, pursuant to amounts published by HCD, or (B) Gross Income for the Household.
111. For all other Affordable Units, the Affordable Rent shall be determined based upon the Gross Income of the Eligible Household, and the Monthly Rent shall not exceed the lesser of: (A) one-twelfth (1/12) of thirty percent (30%) of the Gross Income for the Household, or (B) one-twelfth (1/12) of thirty percent (30%) of one hundred ten percent (110%) of AMI, pursuant to the amounts published by HCD.
1v. Notwithstanding the limits of sub-paragraphs (i)-(iii), above, in no event shall the Affordable Rent exceed twenty percent (20%) below the median market rents for the neighborhood where the Property is located, as determined by the zip code in which the Property is located.

D. Owner shall require each Affordable Unit to be subject to a rental agreement in the form which may be subject to approval by City and shall not lease any such Unit for a term less than one year.

5. PROPERTY MANAGEMENT. OPERATIONS AND PROCEDURES.

A. The Affordable Units shall be made available to Eligible Households in accordance with the following priorities:
i. First priority shall be for Persons Experiencing Homelessness who vacated an encampment site identified in the City's funding application for the ERF Program and who are listed in the Merced City and County Continuum of Care Coordinated Entry System.

11. Upon written notice from the City, a second priority shall be established for persons "at risk of homelessness."
83727.00003\43236140. l 6
397
B. Owner shall adopt an Affirmative Marketing and Tenant Selection Plan that implements the occupancy requirements and priorities of this Agreement, and sets forth a detailed written plan for leasing the Affordable Unites to Eligible Households. The Affirmative Marketing and Tenant Selection Plan shall comply with the ERF Program, and be subject to the City's review and approval. The City shall have thirty (30) days to review the Affirmative Marketing and Tenant Selection Plan, and deny approval in the exercise of reasonable discretion.

C. Owner shall verify the eligibility of all residents prior to occupancy. For each resident, Owner shall require proof of income eligibility and have the residents complete the Income Verification Form attached hereto as Exhibit B.

D. Owner shall submit a proposed form lease to City for review and approval. All leases for Affordable Units shall comply with and disclose this Regulatory Agreement.

E. Owner shall adopt written policies and procedures applicable to the Affordable Units and Unrestricted Unit that protect health and safety and in compliance with all ERF Program.

The written policies and procedures shall also include provisions for determining tenant eligibility for the CCAH Units.

F. Prior to issuance of a Certificate of Occupancy, Owner shall submit to City for review and approval a Permanent Supportive Housing Services Plan ("Supportive Services Plan") that complies with the obligations set forth in the Disposition Agreement, which approval shall not be unreasonably withheld. The Supportive Services Plan shall provide a minimum level of staffing, staff qualifications, and overall management plan that demonstrates operational capabilities to provide required levels of service with respect to maintenance, management, and administrative obligations for operation of the Project. The Supportive Services Plan shall include an annual budget, and include annual cost of living adjustments, which are sufficient to meet a level of service acceptable to the City. Owner shall obtain City's written consent prior to any change to the Supportive Services Plan. Owner shall, at its sole cost and expense, provide services in accordance with the Supportive Services Plan for all residents. The Supportive Services Plan shall be reviewed annually and subject to revision bi-annually, or as reasonably necessary to implement the terms of this Agreement.

G. Owner acknowledges and agrees that the operation and management of the Property shall comply with and is subject to the requirements of the ERF Program as set forth in Exhibit C, and the requirements of funding from the CCAH Funding as set forth in Exhibit D.

6. MAINTENANCE OF PROPERTY. Throughout the Term, at its sole cost and expense, Owner(s) shall keep the Property in good condition, order and repair and shall not commit waste or permit impairment, demolition or deterioration of the Property. City shall have the right to inspect the Property, provided the occupants of the Affordable Units and Unrestricted Unit are given written notice prior to any such inspection.

7. COMPLIANCE WITH ERF PROGRAM REQUIREMENTS. The requirements of the ERF Program are set forth in Exhibit C attached hereto and incorporated herein by reference.

Owner agrees and covenants to use and operate the Property in accordance with the ERF Program. 83727.00003\43236140.l 7
398

8. NO DISCRIMINATION. Owner covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, source of income, disability, veteran or military status, or genetic information in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Owner or any person claiming under or through Owner 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, subleases or vendees in the Property, except to the extent required by any public funding source utilized by the Owner for the construction and operation of the Project in accordance with applicable law. Owner shall comply with all requirements contained in the Americans with Disabilities Act ("ADA"), the Fair Housing Amendments Act, the California Fair Employment and Housing Act, the Unruh Act, Government Code section 1135, Section 504 of the Rehabilitation Act, and all applicable regulations promulgated pursuant to those statutes, including 24 CFR Part 100, 24 CFR Part 8, and 28 CFR Part 35, in all of the Borrower's activities with relation to the Project.

9. PET-FRIENDLY HOUSING ACT OF 2017. Owner agrees and understands that the Project is subject to the Pet Friendly Housing Act of 2017 ("PFHA") (Health and Safety Code section 50466). Owner agrees to operate the Project in accordance with the requirement of the PFHA, including, but not limited to, the requirement that residents of the Development shall be authorized to own or otherwise maintain one or more common household pets as set forth in Health and Safety Code section 50466, as may be amended from time to time.

10. ANNUAL REPORT. Owner shall submit to City (i) not later than thirty (30) days after the close of each calendar year, a report to City setting forth the status of Owner's compliance with the requirements of this Agreement, and (ii) within thirty (30) days after receipt of a written request, any other information or completed forms requested by City in order to comply with reporting requirements of the State of California.

11. BOOKS AND RECORDS. The Owner shall provide any additional information concerning the Affordable Units reasonably requested by the City. The Owner will maintain complete and accurate records pertaining to the Affordable Units throughout the Term of this Agreement and for a five (5) year period thereafter. The records shall be maintained at the Property in a secure area designated for property management operations, except as otherwise authorized by the City in writing. The City shall have the right upon written notice of no less than forty-eight (48) hours to the Owner, at any time during normal business hours of9:00 a.m. to 5:00 p.m., to examine and make copies of all books, records or other documents maintained by the Owner or by any of the Owner's agents which pertain to any Affordable Unit, including all executed leases or rental agreements and all Income Certifications and to obtain copies of any requested executed leases, occupancy agreements and Income Certifications. Owner shall provide executed copies of any leases, occupancy agreements and Income Certifications as may be requested by City within ten (10) business days from the City's written request.

12. AUDIT; ACCESS TO RECORDS. The City shall have the right to perform an audit of the Property to determine compliance with the provisions of this Agreement. Such audit shall not be 83727.00003\43236140. I 8
399
undertaken more often than once each calendar year. All costs and expenses associated with the audit shall be paid by the Owner.

13. CITY RIGHTS OF INSPECTIONS. The City may inspect the Property and the Affordable Units and Unrestricted Unit, at any reasonable time to determine Owner's compliance with this Agreement.

14. LIMITATIONS ON TRANSFERS. Owner shall not sell, transfer, or assign the Property in whole or in part, or transfer or assign Owner's rights and obligations in this Agreement without the City's written consent. The City shall have thirty (30) days to approve the request to sell, transfer, or assign the Property, or the request shall be deemed denied. If City approves such a request, then prior to any such sale, transfer or assignment, Owner shall pay City's reasonable fees as compensation for the City's review of the request. The City agrees that it will not unreasonably withhold approval of a request made pursuant to this Section 14 provided the Owner delivers written notice to the City requesting approval of the transfer at least sixty (60) days prior to the date of the intended transfer.

15. NO IMPAIRMENT OF LIEN; SUBORDINATION. No violation or breach of the covenants, conditions, restrictions, provisions or limitation 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 permitted under this Agreement. Upon written request from Owner, to the extent necessary to obtain financing for the construction and operation of the Project, the City shall execute a subordination agreement, in a form reasonably acceptable to the Parties and any other third party requiring such subordination, providing for the subordination of this Agreement.

16. DEFAULTS AND REMEDIES.

A.
of Default:

Events of Default. The occurrence of any of the following shall constitute an Event i. Owner's failure to perform any other obligation (other than obligations described in subparagraph (i), above) under this Agreement, and such failure is not cured within thirty (30) days after the City gives the Owner written notice that such obligation was not performed; provided that, if such cure cannot reasonably be effected with such 30 day period, such failure shall not be an Event of Default so long as the Owner promptly (in any event, within six months after such notice is given) commences cure, and thereafter diligently prosecutes such cure to completion; or

11. Any representation or warranty in this Regulatory Agreement proves to have been incorrect in any material respect when made; or
111. Owner is dissolved, liquidated or terminated, and is not replaced by an entity acceptable to the City (which approval shall not unreasonably be withheld); or 83727 .00003\43236140.l 9
400
IV. Owner is the subject of an order for relief by a bankruptcy court, or is unable or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or the Owner applies or consents 'to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of the Owner and the appointment continues undischarged or unstayed for 60 days; or the Owner institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, rehabilitation or similar proceeding relating to it or any part of its property; or any similar proceeding is instituted without the consent of the Owner and continues undismissed or unstayed for 60 days.

B. Remedies Upon Default. Upon the occurrence of any Event of Default, the City may take one or more of the following:

1. Declare the entire sum of accrued interest and the then outstanding principal balance of any promissory note from the City to Owner immediately due and payable. ii. Collect all rents, profits, income and charges in connection with the operation of the units in the Property and use the same, or the proceeds thereof, in such order as the City may determine, toward satisfaction of the Owner's obligations under this Regulatory Agreement, toward payment of obligations arising under any trust deeds superior to the Deed of Trust, and toward the necessary expenses of preserving and operating the Property.
111. If the default relates to the failure to provide supportive services to residents, then the City may arrange for the provision of services to residents during the continuation of such Event of Default, and recover the cost of the services as a lien against the Property.

IV. Exercise any remedies available under the Disposition Agreement. v. Take possession of the Property, bring any action necessary to enforce any rights of the Owner growing out of the operation of the Property, and operate the Property in accordance with the terms of this Agreement and the Deed of Trust, until such time as the City, in its sole discretion, shall determine that the Owner is again in a position to operate the Property in accordance with the terms of this Agreement. v1. Apply to any court, State or Federal, for specific performance of this Agreement; for an injunction against any violation by the Owner of this Agreement, for the appointment of a receiver to take over and operate the Property in accordance with the terms of this Agreement, or for such other relief as may be appropriate, including but not limited to, payment of the principal balance of the Loan plus accrued interest thereon.
83727.00003\43236140.l
401
C. The remedies of the City herein, or under any other instrument providing for or evidencing the financial assistance provided herein, are cumulative, and the exercise of one or more of such remedies shall not be deemed an election of all remedies and shall not preclude the exercise by the City of any one or more of its other remedies

17. INSURANCE REQUIREMENTS.

A. Owner shall maintain in full force and effect, the following insurance coverage:

1. Commercial General Liability Insurance coverage, including, but not limited to, Premises-Operations, Contractual Liability Insurance (specifically covering all indemnity obligations of Owner pursuant to this Agreement), ProductsCompleted Operations Hazards, Personal Injury (including bodily injury and death), Sexual Abuse and Molestation, and Property Damage for liability arising out of the construction of the Project and/or Owner's operations concerning the Property or the Project. The commercial general liability insurance coverage shall have minimum limits for Bodily Injury and Property Damage liability of TWO MILLION DOLLARS ($2,000,000) each occurrence and FOUR MILLION DOLLARS ($4,000,000) aggregate.

11. Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering all owned, leased, hired and non-owned vehicles used by Owner with minimum limits for Bodily Injury and Property Damage of TWO MILLION DOLLARS ($2,000,000) each occurrence and FOUR MILLION DOLLARS ($4,000,000) aggregate. Such insurance shall be provided by a business or commercial vehicle policy. 111. If Owner hires a consultant to provide design services, such as architectural or engineering services in connection with the Project, or any portion of the Project, or any other professional services, Owner shall require each such consultant to provide Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, the performance of such design services, with limits of not less than TWO MILLION DOLLARS ($2,000,000).

The obligation to carry Professional Liability (Errors and Omissions) shall apply to any individual or entity who provides supportive services at the Property or the residents of the Property.
1v. Workers' compensation in accordance with California law (Section 3700 of the Labor Code) for a limit of not less than One Million Dollars ($1,000,000.00). v. Excess liability coverage with an aggregate limit of not less than Five Million Dollars ($5,000,000.00).
v1. Provided that coverage is reasonably available, prior to conducting and/or causing any work to be conducted upon the Property, Owner shall require its general contractor to obtain a Contractor's Pollution Liability insurance policy, with an insurer(s) having a rating, as circulated by Best's Insurance reports, of "A" or better, with policy coverage and limits subject to prior written approval 83727.00003\43236140. l 11
402
of City. Owner shall require the general contractor to obtain, secure, and maintain in full force and effect such policy throughout the duration of work on the Property.
v11. Upon acceptance of the Project or any portion thereof, from each contractor, Owner shall maintain Fire and Extended Coverage Insurance on the Project on a blanket basis or with an agreed amount clause in amounts not less than 100% of the replacement value of all portions of the Project so accepted.

B. During the construction of the Project, Owner shall require that each contractor performing work on the Project maintain the following insurance coverage, as specified below, at all times during the performance of said work, or Owner shall provide for such contractors "wrap" coverage, as specified below, at all times during the performance of said work.

1. Owner, or its contractor, subject to the City's written approval, shall maintain Builder's Risk Insurance to be written on an All Risk Completed Value form, in an aggregate amount equal to 100% of the completed insurable value of the Project or portion of the Project on which such contractor is performing work.

11. Each general contractor and each sub-contractor shall maintain Commercial General Liability Insurance with limits of not less than TWO MILLION DOLLARS ($2,000,000) per occurrence and FOUR MILLION DOLLARS ($4,000,000) aggregate to protect Owner during the construction of the Project from claims involving bodily injury and/or death and damage to the property of others.
111. Each general contractor and each sub-contractor shall maintain Automobile Liability Insurance against claims of personal injury (including bodily injury and death) and property damage covering all owned, leased, hired and nonowned vehicles used in the performance of the contractor's obligations with minimum limits for bodily injury and property damage of TWO MILLION DOLLARS ($2,000,000) each occurrence and FOUR MILLION DOLLARS ($4,000,000) aggregate. Such automobile liability insurance shall be provided by a business or commercial vehicle policy.

C. The insurance required in sub-paragraphs (A) and (B) of this Section 17 shall include endorsements naming the City, its commissions, agents, attorneys, officers, employees and authorized representatives ( collectively, "Additional Insureds") as additional insured for liability arising out oflhis Agreement and any operation related to this Agreement.

D. Any insurance coverage required under this Agreement shall not be written on a "claims made" basis. The applicable certificate of insurance must clearly provide that the coverage is on an "occurrence" basis. The requirements of this Section 6.10.2.4 shall survive any expiration or termination of this Agreement and the recordation of the Grant Deed and any Certificate of Completion.

E. Receipt by the City of evidence of insurance that does not comply with the above requirements shall not constitute a waiver of the insurance requirements of this Agreement. 83727.00003\43236140.1 12
403
F. Owner, or its contractors (as applicable), shall maintain all of the insurance coverage required under this Section 17 for the entire term of this Agreement, and the required insurance shall not be reduced, modified, terminated, discontinued, or canceled without, at least, thirty (30) days prior written notice to the City, except that the Builder's Risk Insurance required by sub-paragraph (B)(i) of this Section 17 shall only be required during construction. Phrases such as "endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall not be included in the cancellation wording of any certificates of insurance or any coverage for the Additional Insureds. Owner shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed, or whose policy limits are exhausted or upon insolvency of the insurer that issued the policy.

G. All insurance to be obtained and maintained by Owner under this Section 17 shall be issued by a company or companies listed in the then current "Best's Key Rating Guide" publication with a minimum of an "A: VII" rating and be admitted to conduct business in the State of California by the State of California Department of Insurance.

H. The City will not accept self-insurance in satisfaction of the insurance requirements of this Section 17.

I. All insurance obtained and maintained by Owner in satisfaction of the requirements of this Agreement shall be primary to and not contributing to any insurance maintained by the Additional Insureds.

J. Insurance coverage in the minimum amounts set forth in this Section 17 shall not be construed to relieve Owner of any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the Additional Insureds from taking such other actions as are available to them under any other provision of this Agreement or otherwise at law.

K. Failure by Owner to maintain all insurance coverage required by this Section 17 in effect shall be an Event of Default by Owner. The City, at its sole option, may exercise any remedy available to them in connection with such an Event of Default. Alternatively, the City may, at its sole option, purchase any such required insurance coverage and the City shall be entitled to immediate payment from Owner for any premiums and associated costs paid by the City for such insurance coverage. Any election by the City to purchase or not to purchase insurance otherwise required to be carried by Owner shall not relieve Owner of its obligation to obtain and maintain the insurance coverage required by this Agreement.

18. INDEMNITY. Owner shall defend, indemnify and hold harmless City and its officers, agents, employees, representatives, and volunteers ( collectively, "Indemnitees") from and against any loss, liability, claim or judgment arising from or relating in any manner to this Agreement, or the ownership or operation of the Property or Project. Owner shall not be required to indemnify and hold harmless Indemnitees for liability attributable to the active negligence or willful misconduct of Indemnitees, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where an Indemnitee is shown to have been actively negligent and where Indemnitees' active negligence accounts for only a percentage of the liability involved, the obligation of Owner will be for that entire portion 83727.00003\43236140. l 13
404
or percentage of liability not attributable to the active negligence of Indemnitees.

19. SUCCESSOR AND ASSIGNS. This Agreement shall bind, and the benefit shall inure to, Owner and its heirs, legal representatives, executors, successors in interest and assigns, and City and its successors and assigns for the term of this Agreement as provided in Section 3.

20. SUPERIORITY OF AGREEMENT. Owner covenants that Owner has not, and will not, execute any other agreement with provisions contradictory to or in opposition of the provisions of this Agreement, and that, in any event, this Agreement is controlling as to the rights and obligations between Owner and City and their respective successors and assigns. Notwithstanding the foregoing, in the event of a conflict between the provisions of this Agreement and the provisions of: (a) Section 42 of the Internal Revenue Code or regulations promulgated thereunder; (b) the regulatory agreement to be recorded as required by the California Tax Credit Allocation Committee and it regulations; or ( c) any other regulatory agreement required to be recorded in connection with any other governmental funding utilized for the Project ( collectively, the "Government Restrictions"); the Government Restrictions shall prevail.

21. INVALID PROVISIONS. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

22. CONTROLLING LAW. The terms of this Agreement shall be interpreted under the laws of the State of California.

23. NOTICES. All notices required herein shall be sent by certified mail, return receipt requested or express delivery service with a delivery receipt and shall be deemed to be effective as of the date received or the date delivery was refused as indicated on the return receipt as follows:

To City:

To Owner: Anabasis, LLC
316 Mid Valley CTR, Suite 186
Carmel, CA 93923
Attn: Adam Conour
209.626.9906
With copy to:

Davies Raphaely Law Corporation
23586 Calabasas Rd. #202
Calabasas, CA 91302
Attn: Shahab Raphaely
City of Los Banos
520 J Street
83727.00003\43236140.l 14
405
Los Banos, CA 93635
Attention: City Manager
With copy to:

City of Los Banos
520 J Street
Los Banos, CA 93635
Attention: City Manager
Attn: Housing Division
The Parties may subsequently change addresses by providing written notice of the change in address to the other parties in accordance with this Agreement.

24. EXHIBITS. Any exhibits referred to in this Agreement are incorporated in this Agreement by such reference.

25. COUNTERPARTS. This Agreement may be executed in counterpart signatures all of which shall constitute one and the same document.
[SIGNATURES ON FOLLOWING PAGE]
83727.00003\43236140. l 15
406
* * * * * * * * * * *
IN WITNESS WHEREOF the foregoing Agreement is executed on the date and year first above-written.

By:

ATTEST:
-----~ City Clerk
Approved as to Legal Form:

CITY ATTORNEY
By: _ _ _ ________ _
CITY:

CITY OF LOS BANOS, a California municipal
corporation
----~' City Manager
Signatures continue on following page
83727.00003\43236140.l 16
407
OWNER:

Anabasis, a Delaware Limited Liability Company
By:

Name: ------------ --- Its:

ATTEST:

By:

Name: -------- --
Its:
83727.00003\43236140.1 17
408

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 ------

CITYOF -----
On before me, ------------ ----- --------- -
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 acknowledge 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 _____ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _______ ___ _ (Seal)
83727.00003\43236140.l 18
409

STATE OF --- ---

CITYOF -----
On before me, - - - ---- ----- - --------- --- -
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 acknowledge 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 _ _ ___ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _ _ ____ ___ _ _ (Seal)
83727.00003\43236140. l 19
410

STATE OF ------

CITYOF ---- - -
On -- before me, - ---------- ---------------
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 acknowledge 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 _____ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ___________ _ (Seal)
83727.00003\43236140.l 20
411
412

EXHIBIT A
Legal Description of Property

TOBE ADDED
83727.00003\43236140.I 21
413
EXHIBIT "A"

DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development)
Legal Description of Property
(A portion of APN 083-100-084)
APN: 083-100-084 (portion)
PARCEL 1
Real property located in the City of Los Banos, County of Merced, State of California, described as follows:

That portion of the Remainder Parcel as shown on that certain map entitled "Parcel Map for the City of Los Banos" filed December 14, 2007 in Book 108 of Parcel Maps at Page(s) 29, 30 and 31, Merced County, described as follows:

BEGINNING at the most westerly comer of said Remainder Parcel; thence North 24° 16' 55" East, along the westerly line of said Remainder Parcel, a distance of 239.31 feet to the Northwest comer of said Remainder Parcel; thence South 88° 59' 53" East, along the North line of said Remainder Parcel, a distance of 420.64 feet; thence South 1 ° 18' 21" West, along a line that is parallel with and 313. 78 feet west of the East line of said Remainder Parcel, a distance of 498.65 feet to a point on the southwesterly line of said Remainder Parcel; thence North 60° 27' 17" West, along said southwesterly line, a distance of 583.50 feet to the Point of Beginning.

Contains an area of: 4.00 Acres, more or less.

EXHIBIT A (to Disposition, Development, and Loan Agreement and Regulatory Agreement) 414
-u
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0 :::::s
a -u )> -,
-u~-
z ~ ,-+
0 (/) 00 ,-+
Cf CD ~
0 0
I
0 00
~
m
><
I
-
OJ
-
-I
)>
415
416

EXHIBIT B
Income Verification Form

TOBE ADDED
83727 ,00003\43236140, I 22
417
418
NAME:
□
□
□

TENANT INCOME CERTIFICATION QUESTIONNAIRE
One Form per Adult Member of the Household EXHIBIT B
Initial Certification
Re-Certification
Other
TELEPHONE NUMBER:
( ) ______ _
Unit# ----------
D I am a new household member who has occupied/will occupy unit on: ---------1

INCOME INFORMATION
Yes No

MONTHLY

GROSS INCOME

1. □□

2. □□

3. □□

4. □□

5. □□

6. □□

7. □□

8. □□

Page 1 of 5 ends

I am self-employed (list nature of self employment) (use adjusted net income for selfemployment only)
$
I have a job/have been offered employment and receive/will receive wages, salary, overtime pay, commissions, fees, tips, bonuses, and/or other compensation:

List the businesses and/or companies that pay you:

Name of Employer:

1. $

2. $

3. $
I receive cash contributions of gifts including rent or utility payments, on an ongoing basis from persons not living with me. $
I receive unemployment benefits.
$
I receive Veteran's Administration, GI Bill, or
National Guard/Military Benefits/Income
$
I receive Social Security payments.
$
The household receives unearned income from family
members age 17 or under (example: Social Security, Trust Fund disbursements, etc.) $
I receive Supplemental Security Income (SSI)
$
CA Tax Credit Allocation Committee
Tenant Income Certification Questionnaire (Updated July 2022) 419
Yes No

9. □□

10. □□

11. □□
□□
n/a
□□□

12. □□
□□
n/a
□□□

13. □□

Page 2 of 5 ends

TENANT INCOME CERTIFICATION QUESTIONNAIRE
One Form per Adult Member of the Household
I receive disability, EDD paid family leave, EDD disability insurance, or death benefits other than Social Security. $ I receive Public Assistance Income (examples: TANF,
Ca/Works, CAP/, AFDC, GA/GR)
*Do not include Ca/Fresh, SNAP, Food Stamps $
I am entitled to receive child support payments (court Total amount of ordered or parental agreement) support received:

I am currently receiving child support payments
If yes, from how many persons do you receive support?
$
I am not currently receiving support, but I am making
efforts to collect child support owed to me. List efforts being made:

I am entitled to receive alimony or spousal support Total amount of payments (court ordered or divorce agreement) support received:

I am currently receiving alimony/spousal support payments If yes, from how many persons do you receive support?
$
I am not currently receiving support, but I am making
efforts to collect alimony or spousal support owed to me.

List efforts being made:

I receive periodic payments from trusts, annuities,
inheritance, retirement funds or pensions, insurance
policies, or lottery winnings.

If yes, list sources:
$
$
CA Tax Credit Allocation Committee
Tenant Income Certification Questionnaire (Updated July 2022) 420
Yes No

14. □□

15. □□

16. □□

17. □□

TENANT INCOME CERTIFICATION QUESTIONNAIRE
One Form per Adult Member of the Household
I receive income from real or personal property. (use net earned income)
$
I receive student financial aid (public/private, exclude Joans) Subtract cost of tuition from aid received
* For households receiving Section 8 assistance only $
Are any of the above noted income sources (including List Income Source:

Social Security, wages, unemployment, public assistance, disability, etc.) , currently being received as
a Debit Visa or MC?
Do you anticipate receiving or have you applied for any List Income Source:
income source that will begin in the next 12 months?

ASSET INFORMATION
Yes No Interest Rate Current Value

18. □□

19. □□

20. □□

21. □□

Page 3 of 5 ends

I have a checking account(s).

If yes, list bank(s)

1. % $

2. % $
I have a savings account(s).

If yes, list bank(s)

1. % $

2. % $
I have funds on an EBT card, Current Balance:

Debit Visa, or Debit MC
$
I have available funds held in a payment
service account, such as Venmo, PayPal,
Skrill, etc.

Source:
$
$
CA Tax Credit Allocation Committee
Tenant Income Certification Questionnaire (Updated July 2022) 421
Yes No

22. □□

23. □□

24. □□
2s.OD

26. □□
21 □□
2s.OD

29. □□

Page 4 of 5 ends

TENANT INCOME CERTIFICATION QUESTIONNAIRE
One Form per Adult Member of the Household
Interest Rate
I have a revocable trust(s)
If yes, list bank(s)

1. % $

2. % $
I own real estate.

If yes, provide description:

1. $

2. $
I own crypto currency such as Bitcoin, Average Change
Litecoin, Ethereum, etc. over a 3 month
If yes, list type: period:

1. % $

2. % $
I own stocks, bonds, or treasury bills. Rate of return or If yes, list sources/bank names 3 month average:

1. % $

2. % $
I have Certificates of Deposit (CD) or
Money Market account(s).

If yes, list sources/bank names

1. % $

2. % $
I have an IRA, lump sum pension,
Keogh account, or 401 K.

If yes, list bank(s):

1. % $

2. % $
I have a life insurance policy with a
cash/surrender value.

If yes, how many policies? $
I have disposed of assets (i.e. gave
away money/assets) for less than the
fair market value in the last 2 years.

If yes, list items and date disposed:

1. $

2. $
Current Value
CA Tax Credit Allocation Committee
Tenant Income Certification Questionnaire (Updated July 2022) 422
3o.DD

TENANT INCOME CERTIFICATION QUESTIONNAIRE
One Form per Adult Member of the Household
I have cash on hand in excess of $250.
$
Yes No STUDENT ELIGIBILITY
□□
□□
□□
□□
□□
Yes No
□□
□□
□□
□□
□□
I am a part-time student
I am a full-time student (Example: K-12, College, Trade School, etc.) Does the entire household consist of people who are currently full-time students? Does the entire household consist of people who are either currently a full time student or were a full-time student for 5 months or more in the current calendar year?
Does your household anticipate becoming an all full-time student household in the next 12 months?
If you answered yes to any of the previous 5 questions, are you:

Receiving assistance under Title IV of the Social Security Act (AFDC, TANF, Ca/Works - not SSA/SS/)
Enrolled in a job training program receiving assistance through the Job Training Participation Act (JTPA), Workforce Investment Act (WIA), or other similar federal, state, or county government program
Married and filing (or are entitled to file) a joint tax return (please provide copy of marriage certificate or tax return)
Single Parent with a dependent child(ren) and neither you or your child(ren) are dependents of another individual
Previously enrolled in the Foster Care Program (currently age 18-24) Under penalties of perjury, I certify that the information presented on this form is true and accurate to the best of my knowledge. The undersigned further understands that providing false representations herein constitutes an act of fraud. False, misleading or incomplete information will result in the denial of application or termination of the lease agreement.

Printed Name of Applicant/ Tenant
Signature of Applicant/ Tenant Date
Witnessed by (Signature of Owner Representative) Date

Page 5 of 5 ends

CA Tax Credit Allocation Committee
Tenant Income Certification Questionnaire (Updated July 2022) 423
424
83727 .00003143236140. l

EXHIBITC
ERF State Contract & Program Requirements

TOBE ADDED
23 425
426

EXHIBIT C
STATE OF CALIFORNIA- DEPARTMENT OF GENERAL SERVICES ,---------------.----------------.

STANDARD AGREEMENT AGREEMENT NUMBER
24-ERF-3-R-10001 0
PURCHASING AUTHORITY NUMBER (If Applicable)
STD 213 (Rev. 04/2020)

1. This Agreement is entered into between the Contracting Agency and the Contractor named below:

CONTRACTING AGENCY NAME

DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT

CONTRACTOR NAME
City of Los Banos

2. The term of this Agreement is:

START DATE
Upon HCD Approval

THROUGH END DATE
4/15/2029

3. The maximum amount of this Agreement is:
$11,842,621.00 (Eleven Million Eight Hundred Forty-Two Thousand Six Hundred Twenty-One Dollars and No Cents)

4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement.

Exhibits Title
Exhibit A Authority, Purpose, and Scope of Work
Exhibit B Budget Detail and Payment Provisions
Exhibit C General Terms and Conditions
Exhibit D ERF General Terms and Conditions
Exhibit E Special Terms and Conditions

TOTAL NUMBER OF PAGES ATTACHED
tems shown with an asterisk (*), are llereb r mco orated b: reference and made art or this a reement as if attached hereto. rp r P 9 These documents can be viewed at f:1Itqs:llwww.dgs.ca.gov/OLS/Resourc~J IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.

CONTRACTOR
CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership, etc.) City of Los Banos

CONTRACTOR BUSINESS ADDRESS
520 J. St

PRINTED NAME OF PERSON SIGNIN
CITY
Los Banos
STATE
CA
e(
Pages
6 4
GTC
04/2017
11 2
23 ZIP
93635
Paqe 1 of 2
427
5CO IU:

STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES .--------------.--------------~ ·srANDARD AGREEMENT I
STD 213 (Rev. 04/2020)

CONTRACTING AGENCY NAME
Department of Housing and Community Development

CONTRACTING AGENCY ADDRESS
651 Bannon Street, Suite 400

PRINTED NAME OF PERSON SIGNING
Diana Malimon

CONTRACTING AGENCY AUTHORIZED SIGNATURE

CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL

AGREEMENT NUMBER
24-ERF-3-R-100010
PURCHASING AUTHORllY NUMBER Of Applicable)

STATE OF CALIFORNIA
CITY
Sacramento
llTLE
'
STATE
CA
ZIP
95811
Contract Services Section Manager

DATE SIGNED
10/22/2024
EXEMPTION (If Applicable)
Exempt per; SCM Vol. 1 4.04.A.3 (DGS memo, dated
06/12/1981)
Paqe2of2
428

EXHIBIT A

AUTHORITY, PURPOSE, AND SCOPE OF WORK
City of Los Banos
24-ERF-3-R-100010

Page 1 of 23 ends

1. Authority

2. The State of California has established the Encampment Resolution Funding Program ("ERF" or "Program") pursuant to Chapter 7 (commencing with Section 50250) of Part 1 of Division 31 of the Health and Safety Code. ERF was amended by SB 197 (Statutes of 2022, Chapter 70, Sec.3-8, effective June 30, 2022).

The Program is administered by the California Department of Housing and Community Development ("HCD") in the Business, Consumer Services and Housing Agency ("Agency"). ERF provides one-time, competitive grant funds to Continuums of Care and I or Local Jurisdictions as defined below. To date, there have been three rounds of the Encampment Resolution Funding Program. This Standard Agreement governs the ( R~lling Disbursement in Round 3 of the ERF Program ("ERF-3-R"). For this Standard ~eement, ERF-3-R is synonymous with "ERF" or "Program" and refers to programs and grantees under Health and Safety Code 50252.1(c)(1).

Purpose
As stated in the NOFA, the Program's objective is to fund actionable, person-centered local proposals that resolve the experience of unsheltered homelessness for people residing in encampments. Resolving these experiences of homelessness will necessarily address the safety and wellness of people within encampments, resolve critical encampment concerns, and transition individuals into interim shelter with clear pathways to permanent housing or directly into permanent housing, using data informed, non-punitive, low-barrier, person-centered, Housing First, and coordinated approaches. These projects must comply with the principles of Housing First as defined in Welfare and Institutions Code section 8255. Proposals may bolster existing, successful models and/or support new approaches that provide safe stable, and ultimately permanent housing for people experiencing homelessness in encampments.

Expenditures shall be consistent with the legislative intent of the authorizing statute to ensure the safety and wellness of people experiencing homelessness in encampments.

Program Name: Encampment Resolution Funding Program "ERF" NOFA Date: November 27, 2023
Approved Date: 08-14-2024
Prep. Date: 08-14-2024
429

EXHIBIT A

3. Definitions
City of Los Banos
24-ERF-3-R-100010

Page 2 of 23 ends

The following Encampment Resolution Funding Program tenns are defined in accordance with Health and Safety Code section 50250, Subdivisions (a) - (m); A "Additional funding round moneys" means moneys appropriated for the program in or after fiscal year 2022-23.