Agenda packet — Los Banos City Council, February 19, 2025 (part 1 of 3)

LOs Banos
At the Crossroads of California
www.losbanos.org
AGENDA

CITY COUNCIL MEETING

CITY HALL COUNCIL CHAMBERS
520 J Street
Los Banos, California
FEBRUARY 19, 2025 - 6:00 PM
Live stream on YouTube at:
https://www.youtube.com/@losbanos406
I If you require special assistance to attend or participate in this meeting, please call the • ....... \ I City Clerk's Office@ (209) 827-7000 at least 48 hours prior to the meeting. j The City of Los Banos complies with the Americans with Disabilities Act (ADA) of 1990. * * * * * * * ** * * * * * * *
Si requiere asistencia especial para atender o participar en esta junta por favor 1/ame a la oficina de la Secretaria de la ciudad al (209) 827-7000 a lo menos de 48 horas previas de la junta.

La Cuidad de Los Banos cumple con la Acta de Americanos con Deshabilidad (ADA) de 1990. :, .......................................................................................................................................................................................................................................................................................... : f ......................................................... ···························· ......................................... ················ ............................................. ,, .... ··········· ......... , .................................................................... ~ Any writings or documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection at the meeting and in the City Clerk's office located at City Hall, 520 J Street, Los Banos, California during normal business hours. In addition, such writings and documents may be posted on the City's website at www.losbanos.org.
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Cualquier escritura o los documentos proporcionaron a una mayoria de/ Ayuntamiento respecto a cualquier articulo en este orden def dia sera hecho disponible para la inspecci6n publica en la reunion yen la oficina de la Secretaria de la ciudad en City Hall, 520 J Street, Los Banos,
California durante horas de oficina normales. Ademas, tales escrituras y los documentos pueden ser anunciados en el website de la ciudad en www.losbanos.org. "· ···································· ······· .. ···················································· .............................................................................................................................................................................. · r[ease note: The Brown Ad provides the public with an opportunity to make pubfio comment at any public meeting. As an alternative for in-person comments, written public comment may be made by e-mail to [email protected] or delivered to ~e City Clerk at City Hall, 520 J Street three (3) hours prior to the scheduled time of:
the meeting. Comments received will be duly noted at the meeting, distributed to the ity Council via e-mail, and added to the agenda packet on the City's website fo11i public review. Agenda packets can be found on the Cit 's website at the followin lio.t htt s://losbanos.or /cate o /ci -council
Los Banos City CouncH Agenda - February 19, 2025 Page 1 of 6 1 1. CALL TO ORDER - February 19, 2025 6:00 PM

2. PLEDGE OF ALLEGIANCE.

3. ROLL CALL: (City Council Members)
__ [vacant] - District 1
Marcus Chavez - District 3
__ Michael Amabile - Mayor
Evan Sanders - District 2
Deborah Lewis - District 4

4. CONSIDERATION OF APPROVAL OF AGENDA.

Recommendation: Adopt the agenda as submitted.

5. PUBLIC FORUM. (Members of the public may address the City Council Members on any item of public interest that is within the jurisdiction of the City Council; includes agenda and non-agenda items. No action will be taken on non-agenda items. Speakers are limited to a five (5) minute presentation. Detailed guidelines are posted on the Council Chamber informational table.)

6. CONSIDERATION OF APPROVAL OF CONSENT AGENDA. (Items on the Consent Agenda are considered to be routine and will be voted on in one motion unless removed from the Consent Agenda by a City Council Member.) A. Check Register for #249727 - #249956 in the Amount of $994,028.81.

Recommendation: Approve the check register as submitted.

B. City Council Resolution No 6875 - Accepting the Community Center Perimeter Fence Project as Complete and Authorizing the Filing of a Notice of Completion with the Merced County Recorder.

Recommendation: Adopt the resolution as submitted.

C. City Council Resolution No 6876 - Accepting the Three City-Owned Parking Lot Improvements Project as Complete and Authorizing the Filing of a Notice of Completion with the Merced County Recorder.

Recommendation: Adopt the resolution as submitted.

D. City Council Resolution No 6877 - Accepting Grant Deed for a 1 O' Public Utility Easement Dedication of Approximately 1,309 Square Feet of Land Along a Portion of Frontage for Lot #40 at the Corner of Pajaro Drive and Summit Drive in the Subdivision The Villages VII Phase 1 B, Unit 1 and Authorizing the Interim City Manager to Execute the Associated Documents.

Recommendation: Adopt the resolution as submitted.

Los Banos City Council Agenda - February 19, 2025 Page 2of6 pgs. 11-20
pgs. 21-28
pgs. 29-46
pgs. 7-10
2 E. City Council Resolution No 6878 - Approving the Acceptance of a $3,500 Elks Lodge Gratitude Grant and Amending the Fiscal Year 2024-2025 Budget by Increasing the Appropriation Amount for Expenditures and Revenues in the Amount of $3,500 for the Los Banos Animal Shelter.

Recommendation: Adopt the resolution as submitted.

F. City Council Resolution No 6879 - Adopting the Multijurisdictional Local Roadway Safety Plan (LRSP).

Recommendation: Adopt the resolution as submitted.

7. MID VALLEY DISPOSAL PRESENTATION & ANNOUNCEMENT OF RECYCLER OF THE YEAR.

Recommendation: Informational item only, no action to be taken.

8. CONSIDERATION OF OPTIONS FOR CALLING A SPECIAL ELECTION TO FILL THE VACANCY CREATED BY COUNCIL MEMBER LAMBERT'S RESIGNATION.

A. City Council Resolution No 6880 - Calling and Giving Notice of the Holding of a Special Election to be Held by [All Mail Ballot on Tuesday, August 26, 2025 OR Mail and In Person Ballot on Tuesday, November 4, 2025] to Fill a Vacancy Created by the Resignation of Council Member Lambert, as Required by the Provisions of the Laws of the State of California Relating -to General Law Cities Recommendation: Receive staff report, selected the election date, and adopt the resolution as submitted.

9. CONSIDERATION OF A CENTRAL CALIFORNIA ALLIANCE FOR HEALTH (CCAH) AWARD AGREEMENT AND BUDGET AMENDMENT.

A. City Council Resolution No 6881 - Authorizing the City Manager to Execute the Central California Alliance for Health Agreement and Approve a Budget Amendment.

Recommendation: Receive staff report and adopt the resolution as submitted.

10. CONSIDERATION OF A DISPOSITION, DEVELOPMENT, AND LOAN

AGREEMENT AND RELATED INSTRUMENTS, INCLUDING A REGULATORY

AGREEMENT, WITH ANABASIS LLC FOR THE ONE TREE VILLAGE
PERMANENT SUPPORTIVE HOUSING PROJECT.

A. City Council Resolution No 6882 - Authorizing the Execution of a Disposition, Development, and Loan Agreement and Related Instruments, Including a Regulatory Agreement, with Anabasis, LLC for the One Tree Village Permanent Supportive Housing Project.

B. City Council Resolution No 6883 - Declaring Pursuant to Government Code Section 54221 that Real Property Owned by the City is Exempt Surplus Land Los Banos City Council Agenda -February 19, 2025 Page 3 of 6 pgs. 47-52
pgs. 53-90
pgs. 91-92
pgs. 173-482
pgs. 102-172
pgs. 93-101
3 for Purposes Stated Herein, and Finding that Such Declaration is Exempt from Environmental Review Under the California Environmental Quality Act.

Recommendation: Receive staff report and adopt the resolutions as submitted.

11. COLORADO BALLPARK PROJECT UPDATE.

A. City Council Resolution No 6884 - Approving Application(s) for Specified Grant Funds from the Budget Act of 2024, Schedule (1 )(C) $1,000,000 Shall be Available for the City of Los Banos, Colorado Ballpark Renovation and ADA Upgrades.

Recommendation: Receive staff report and direction from the City Council on how to proceed.

12. PUBLIC HEARING. (If you challenge the proposed action as described herein in court, you may be limited to raising only those issues you or someone else raised at the public hearing described herein or in written correspondence delivered to the City at, or prior to, the public hearing.)
A. Public Hearing - To Receive Public Comment and Consideration of an Annexation of Approximately 170-acres to Construct a Basin for the Purposes of Surface and Storm Water Capture as Well as for Incidental Groundwater Recharge. As Part of the project, a General Plan Amendment is proposed to change the Land Use Designation from Agricultural/Rural to Civic/Institution to Reflect the Intended Use of the Site as a Public Water Management Facility. Additionally, the property is Proposed to be Pre-Zoned as Public Facility to Align with the Planned Use. The Project Site is Located on Merced County Assessor's Parcel Number(s): 082-020-024, 424-010-004, and 073- 220-014.
1) City Council Resolution No 6885 - Approving the Annexation of Approximately 170-Acres and a General Plan Amendment from Agricultural/Rural to Civic Institutional for the Old Santa Fe Grade Basin Project.
2) Ordinance No 1207 - Amending the Zoning Map to Pre-Zone Approximately 170 Acres Located between the San Luis Canal and the Santa Fe Canal, Merced County, California, From County General Agricultural (A-1) to Public Facility (PF) to be Annexed into the City of Los Banos.

Recommendation: Receive staff report, open public hearing, close the public hearing, and waive the first reading and introduce the ordinance.

13. CONSIDERATION OF APPROVAL OF A TENTATIVE AGREEMENT (TA) /

MEMORANDUM OF UNDERSTANDING (MOU) BETWEEN THE CITY OF LOS

BANOS AND THE LOS BANOS POLICE MIDDLE MANAGERS' ASSOCIATION (LBPMMA).

Los Banos City Council Agenda - February 19, 2025 Page 4 of6 pgs. 483-494
pgs. 495-508
pgs. 509-534
4 A. City Council Resolution No 6887 - Approving a TA / MOU by and between the City of Los Banos and the LBPMMA for the Time Period of February 16, 2025 - June 30, 2027.

B. City Council Resolution No 6888 - Amending Division 4, Salary Schedule - Employee Classifications Relating to Changes to Section G - Police.

Recommendation: Receive staff report and adopt the resolutions as submitted.

14. CONSIDERATION OF APPROVAL OF A TENTATIVE AGREEMENT (TA) /

MEMORANDUM OF UNDERSTANDING (MOU) BETWEEN THE CITY OF LOS BANOS AND THE LOS BANOS POLICE OFFICERS' ASSOCIATION (LBPOA).

A. City Council Resolution No 6889 - Approving a TA / MOU by and between the City of Los Banos and the LBPOA for the Time Period of July 1, 2024 - June 30, 2027.

B. City Council Resolution No 6890 - Amending Division 4, Salary Schedule - Employee Classifications Relating to Changes to Section G - Police.

Recommendation: Receive staff report and adopt the resolution as submitted.

15. CONSIDERATION OF APPROVAL OF CITY COUNCIL RESOLUTION NO 6891 - AMENDING DIVISION 4, SALARY SCHEDULE EMPLOYEE

CLASSIFICATIONS RELATING TO CHANGES TO SECTION A -

ADMINISTRATION, SECTION B - FINANCE, SECTION C - COMMUNITY &

ECONOMIC DEVELOPMENT, SECTION D - PUBLIC WORKS, SECTION E -

PARKS & RECREATION, SECTION F - FIRE & BUILDING, AND SECTION G - POLICE FOR UNREPRESENTED MISCELLANEOUS EMPLOYEES.

Recommendation: Receive staff report and adopt the resolution as submitted.

16. CONSIDERATION OF ORDINANCE NO. 1206 - AMENDING SECTION 2-3.126 OF ARTICLE 1 CHAPTER 3 TO TITLE 2 OF THE LOS BANOS MUNICIPAL CODE RELATING TO CITY MANAGER. (Second Reading & Adoption) Recommendation: Receive staff report, waive the second reading, and adopt the ordinance as submitted.

17. APPOINTMENT OF A CITY COUNCIL MEMBER TO THE LOS BANOS

DOWNTOWN PROPERTY AND BUSINESS IMPROVEMENT DISTRICT BOARD (LBDPBID).

A. City Council Resolution No 6892 - Appointing [to be named] to Represent the City of Los Banos on the Los Banos Downtown Property and Business Improvement District Board.

Recommendation: Receive staff report, select the representative, and adopt the resolution as submitted.

Los Banos City Council Agenda- February 19, 2025 Page 5of6 pgs. 535-584
pgs. 585-592
pgs. 593-596
pgs. 597-600
5 18. APPOINTMENT OF MEMBERS TO THE FOLLOWING COMMISSIONS:

A. Parks & Recreation Commission
Two (2) Two (2) Year Terms - Expiring December 31, 2026.

B. Planning Commission
One (1) Unexpired Term in District 3 - Expiring December 31, 2026.

C. Planning Commission
One (1) Two (2) Year At-Large Term- Expiring December 31, 2026.

Recommendation: Appoint commissioners to fill the vacancies.

19. ADVISEMENT OF PUBLIC NOTICES. (No Reports)
Recommendation: Informational item only, no action to be taken.

20. CITY MANAGER REPORT.

A. Report Pursuant to Government Code Section 54953(c)(3) Executive Compensation: Fire Chief.

Recommendation: Informational item only, no action to be taken. 21 . CITY COUNCIL MEMBER REPORTS.

A. Evan Sanders - District 2
B. Marcus Chavez - District 3
C. Deborah Lewis - District 4
D. [vacant] - District 1
E. Michael Amabile - Mayor

22. ADJOURNMENT.

I hereby certify under penalty of perjury under the laws of the State of California that the foregoing Ls posted on the City Hall bulletin board not less than 72 hours prior to the meeting. <:. M.[)b~
Sara Blevins, Assistant City Clerk Dated this 14th day of February 2025 Los Banos City Council Agenda - February 19, 2025 Page 6 of 6 pgs. 601-602
6 CK # 249727 - # 249956 02/19/2025 $994,028.81
Check Report Los Banos
Check By Date Al th~ C.,vs,1oodi of Cali(o111i<1
Check Number Payment Date Vendor Module Payment Type Payment amount 249727 01/30/2025 City of Los Banos Escrow Account Accounts Payable Check 10,326.94 249728 01/31/2025 Apex Annex Health Center, Inc. Accounts Payable Check 280.00 249729 01/31/2025 AT&T Mobility Accounts Payable Check 5,175.98 249730 01/31/2025 Central Valley Cardiovascular Group Inc. Accounts Payable Check 200.00 249731 01/31/2025 Jimmy Dewitt Accounts Payable Check 80.00 249732 01/31/2025 Freedom West Real Estate Group, Inc. Accounts Payable Check 1,600.00 249733 01/31/2025 Girl Scouts Accounts Payable Check 120.00 249734 01/31/2025 Imagine Way More LLC Accounts Payable Check 7,500.00 249735 01/31/2025 Liebert Cassidy Whitmore Accounts Payable Check 2,362.50 249736 01/31/2025 Jennifer Loa Accounts Payable Check 25.00 249737 01/31/2025 Mark Thomas & Company. Inc. Accounts Payable Check 3,730.50 249738 01/31/2025 Matrix Audio Visual Design, Inc. Accounts Payable Check 1,051.53 249739 01/31/2025 Merced County First 5 Accounts Payable Check 250.00 249740 01/31/2025 Gerald "Obie" O'Brien Accounts Payable Check 77.14 249741_ 01/31/2025 Yuri Sagastume Accounts Payable Check 750.00 249742_ 01/31/2025 Tyler Technologies, Inc. Accounts Payable Check 44,704.07 249743 01/31/2025 Law Offices of William A Vaughn Accounts Payable Check 6,885.50 249744 01/31/2025 Law Offices of William A Vaughn Accounts Payable Check 12,600.00 249745 01/31/2025 West I Street Associates, LP Accounts Payable Check 1,207.00 249746 01/31/2025 Jonathan Worrell Accounts Payable Check 80.00 249747 01/31/2025 Alhambra Accounts Payable Check 43.46 249748 01/31/2025 Animal Damage Management, Inc. Accounts Payable Check 4,025.00 249749 01/31/2025 Anthony Gomes Accounts Payable Check 3,680.72 249750 01/31/2025 AT&T Accounts Payable Check 352.82
249751 01/31/2025 American Builders Concept, Inc Accounts Payable Check 905.46 249752 01/31/2025 Beacon Athletics LLC Accounts Payable Check 3,196.18 249753 01/31/2025 Boot Barn Accounts Payable Check 366.16 249754 01/31/2025 BSK Associates Accounts Payable Check 9,489.40 249755 01/31/2025 California Building Standards Commission Accounts Payable Check 882.00 249756 01/31/2025 Callander Associates Landscape Architecture, Inc. Accounts Payable Check 447.93 249757 01/31/2025 CDTFA California Dept. ofTax & Fee Accounts Payable Check 1,705.00 249758 01/31/2025 Cintas Corporation No.2 Accounts Payable Check 351.15 249759 01/31/2025 Clark Pest Control Inc Accounts Payable Check 98.00 249760 01/31/2025 Comcast Accounts Payable Check 444.98 249761 01/31/2025 Copy Shipping Solutions Accounts Payable Check 511.98 249762 01/31/2025 Lamar A. Cummings Accounts Payable Check 1,250.77 249763 01/31/2025 Country Waffles Accounts Payable Check 131.00 249764 01/31/2025 D & D Pest Control Accounts Payable Check 163.00 1~~765 01/31/2025 Double D Towing, LLC Accounts Payable Check 1,185.00 2497G§ 01/31/2025 Food 4 Less Accounts Payable Check 227.40 249767 01/31/2025 Fresno City College Accounts Payable Check 4,922.00 249768 01/31/2025 Halcyon Creek Inc. Accounts Payable Check 651.30 249769 01/31/2025 Halo Branded Solutions Inc. Accounts Payable Check 2,101.47 249770 01/31/2025 Helena Chemical Co Inc Accounts Payable Check 2,631.75 249771 01/31/2025 Holt of California Accounts Payable Check 8,413.99 249772 01/31/2025 Kalmikov Enterprises, Inc Accounts Payable Check 2,367.18 249773 01/31/2025 Kellogg's Supply Accounts Payable Check 4,999.91 249774 01/31/2025 LeadsOnline Parent LLC Accounts Payable Check 3,239.00 249775 01/31/2025 Tiana Lara Accounts Payable Check 600.00 249776 01/31/2025 Marfab Inc Accounts Payable Check 67.65 ITEM 6A
7 249J.77 01/31/2025 Olga Mendoza Accounts Payable Check 50.00 249778 01/31/2025 Merced County Law Enforcement Chief's Association Accounts Payable Check 125.00 249779 01/31/2025 Merced Truck & Trailer Inc Accounts Payable Check 115.41 249780 01/31/2025 NDN International LLC Accounts Payable Check 2,626.15 249781 01/31/2025 OSE Accounts Payable Check 89.48
249782 01/31/2025 O'Reilly Auto Parts Accounts Payable Check 565.71 249783 01/31/2025 Ana Ortiz Accounts Payable Check 600.00 249784 01/31/2025 PG&E Company Accounts Payable Check 24.78 249785 01/31/2025 Pacific Landscape Supply, Inc. Accounts Payable Check 4,014.00 249786 01/31/2025 Phoenix Group Information Systems Accounts Payable Check 1,772.01 249787 01/31/2025 Precision Civil Engineering, Inc Accounts Payable Check 15,530.00 ~.271!/i 01/31/2025 Price Paige and Company CPA's LLP Accounts Payable Check 2,000.00 249789 01/31/2025 Provost and Pritchard Engineering, Inc. Accounts Payable Check 17,921.60 249790 01/31/2025 Protech Security & Electronics, Inc. Accounts Payable Check 261.00 249791 01/31/2025 Jeremy Rahn Accounts Payable Check 136.68 24979;t 01/31/2025 Soyla Reyna Accounts Payable Check 350.00 249793 01/31/2025 Save Mart Supermarkets Accounts Payable Check 94.65 249794 01/31/2025 Sherwin Williams Co Accounts Payable Check 774.94 249795 01/31/2025 SNG & Associates, Inc. Accounts Payable Check 7,000.00 249796 01/31/2025 Sorensens True Value Accounts Payable Check 1,511.99 J._497~ 01/31/2025 Technicon Engineering Services, Inc. Accounts Payable Check 1,745.00 249799 01/31/2025 CalMat Co. Accounts Payable Check 831.65 249@Q 01/31/2025 Valley Entry Systems, Inc. Accounts Payable Check 19,776.00 249801 01/31/2025 Vestis Group, Inc. Accounts Payable Check 1,836.20 249802 01/31/2025 Vestis Accounts Payable Check 193.81
249803 01/31/2025 Verizon Wireless Accounts Payable Check 1,327.71 249804 01/31/2025 Westside Water Conditioning Accounts Payable Check 193.50 249805, 01/31/2025 Willdan Engineering Accounts Payable Check 32,688.00 249806 01/31/2025 Windecker Inc Accounts Payable Check 2,628.06 249807 01/31/2025 Robert Esquivel SR Utility Billing Check 42.31 249808 01/31/2025 Christine Kinsley Utility Billing Check 59.10 249809 01/31/2025 Wyatt Laguna Utility Billing Check 42.31 249810 01/31/2025 Big Lots 4739 Utility Billing Check 101.97 249811 01/31/2025 Yessica Godoy Utility Billing Check 108.99 249812 01/31/2025 Miguel Ramirez Utility Billing Check 95.02 249813 01/31/2025 Irene Gaspar Utility Billing Check 101.12 249814 01/31/2025 MHP Builders Inc Utility Billing Check 25.14 249815 01/31/2025 Zenen Sanchez Utility Billing Check 62.46 249816 01/31/2025 MHP Builders Inc Utility Billing Check 25.14 249817 01/31/2025 D.R. Horton Utility Billing Check 25.14 249818 01/31/2025 Sa Ima T Chavez Utility Billing Check 139.61 2498:\2 01/31/2025 Debbie Lynn Young Utility Billing Check 16.77 249820 01/31/2025 Martin Miller Utility Billing Check 127.04 I42.?-2.1 01/31/2025 Jose R Martinez-Macias Utility Billing Check 112.77 249_822 01/31/2025 D.R. Horton Utility Billing Check 28.91 249823 01/31/2025 D.R. Horton Utility Billing Check 29.79 249824 01/31/2025 D.R. Horton Utility Billing Check 28.91 249_~~ 01/31/2025 D.R. Horton Utility Billing Check 28.91 2498~ 01/31/2025 D.R. Horton Utility Billing Check 28.91 249827 01/31/2025 D.R. Horton Utility Billing Check 28.91 HJ_828 01/31/2025 D.R. Horton Utility Billing Check 28.91 249829 01/31/2025 D.R. Horton Utility Billing Check 28.91 249830 01/31/2025 D.R. Horton Utility Billing Check 28.91 249831 01/31/2025 D.R. Horton Utility Billing Check 28.91 249832 01/31/2025 D.R. Horton Utility Billing Check 190.27 249835 02/05/2025 Aflac-Customer Service Accounts Payable Check 186.93 249836 02/05/2025 AFSCME District Council 57 Accounts Payable Check 1,426.92 249837 02/05/2025 Empower Annuity Ins. Co of America Accounts Payable Check 1,143.01 8 249838 02/05/2025 Empower Annuity Ins. Co of America Accounts Payable Check 2,917.00 249839 02/05/2025 Los Banos Police Assn Accounts Payable Check 1,015.00 249840 02/05/2025 Los Banos Police Assn. Accounts Payable Check 280.00 249841 02/05/2025 MissionSquare Accounts Payable Check 550.00 249842 02/05/2025 MissionSquare Accounts Payable Check 10,875.00 249843 02/05/2025 Nationwide Retirement Solutions Accounts Payable Check 3,892.49 249844 02/05/2025 Professional Fire Fighter of Los Banos Local 4703 Accounts Payable Check 735.16 249845 02/05/2025 State Disbursement Unit Accounts Payable Check 1,211.00 249846 02/05/2025 US Department of the Treasury Accounts Payable Check 221.10 249847 02/07/2025 Ronny's Inc. Accounts Payable Check 6,194.56 I~JH2 02/07/2025 Ronny's Inc. Accounts Payable Check 57,188.05 249851 02/07/2025 Amerine Systems Inc Accounts Payable Check 34,962.56 249852 02/07/2025 Sara Blevins Accounts Payable Check 61.00 249853 02/07/2025 Sara Blevins Accounts Payable Check 472.50 249854 02/07/2025 Marcus Chavez Accounts Payable Check 425.74 249855 02/07/2025 Brent Kuhn Accounts Payable Check 14,355.00 249856 02/07/2025 Liebert Cassidy Whitmore Accounts Payable Check 10,964.00 249857 02/07/2025 Samuel Morales Accounts Payable Check 1,326.00 249858 02/07/2025 Sarah Orozco Accounts Payable Check 152.00 249859 02/07/2025 Jesus Parras Accounts Payable Check 150.00 2498@ 02/07/2025 Justin Ragunton Accounts Payable Check 20.00 249861 02/07/2025 Rolfe Construction Inc. Accounts Payable Check 31,084.00 I49862 02/07/2025 Ronny's Inc. Accounts Payable Check 62,506.05 249865 02/07/2025 SJVAPCD Accounts Payable Check 87.00
I._49866 02/07/2025 Evan Sanders Accounts Payable Check 36.75 249867 02/07/2025 Rosemarie Souto Accounts Payable Check 152.00 249868 02/07/2025 AAA Business Supplies Accounts Payable Check 78.10 2498@. 02/07/2025 Ad Art, Inc. Accounts Payable Check 432.00 249870 02/07/2025 American Self Storage Accounts Payable Check 1,820.00 249871 02/07/2025 Animal Damage Management, Inc. Accounts Payable Check 4,550.00 249874 02/07/2025 ArchiveSocial, Inc. Accounts Payable Check 2,507.40 249875 02/07/2025 Ascent Aviation Group, Inc. Accounts Payable Check 20,803.31 24987§ 02/07/2025 B Safe Playground Inspection Services, Inc. Accounts Payable Check 500.00 249877 02/07/2025 Dorothy June Baker Accounts Payable Check 255.27 249878 02/07/2025 Boot Barn Accounts Payable Check 352.33 249879 02/07/2025 Stericycle Inc Accounts Payable Check 230.51 249880 02/07/2025 Ca Dept of Justice Cashiering Unit Accounts Payable Check 2,289.50 249881 02/07/2025 Cal Traffic Accounts Payable Check 1,441.50 l1~8Jl1. 02/07/2025 Capital One Accounts Payable Check 1,287.89 ;1~988i 02/07/2025 Carollo Inc. Accounts Payable Check 32,750.19 l99884 02/07/2025 CENCAL Machine & Fabrication Inc. Accounts Payable Check 71.91 249885 02/07/2025 Central Valley Concrete Inc. Accounts Payable Check 2,106.49 249886 02/07/2025 Coffee Break Service Inc. Accounts Payable Check 213.31 249887 02/07/2025 Copy Shipping Solutions Accounts Payable Check 739.50 249888 02/07/2025 Casey Curtin Accounts Payable Check 1,000.00 249889 02/07/2025 De Lage Landen Public Finance LLC Accounts Payable Check 2,788.59 249890 02/07/2025 Fehr & Peers Accounts Payable Check 190.00 249891 02/07/2025 Halcyon Creek Inc. Accounts Payable Check 18,995.22 249892 02/07/2025 Halo Branded Solutions Inc. Accounts Payable Check 1,328.22 249893 02/07/2025 Hillas Appraisal Company, LLc Accounts Payable Check 4,000.00 249894 02/07/2025 Hi Tech Emergency Vehicle Services, Inc Accounts Payable Check 3,128.40 249895 02/07/2025 Los Banos Downtown Assoc. Accounts Payable Check 89,960.27 249896 02/07/2025 Los Banos Veterinary Services Accounts Payable Check 5,518.75 249897 02/07/2025 Mikaela Lucatero Accounts Payable Check 350.00 249898 02/07/2025 Matrix Audio Visual Design, Inc. Accounts Payable Check 382.08 249899 02/07/2025 Marfab Inc Accounts Payable Check 171.25 249900 02/07/2025 Merced County Elections Department Accounts Payable Check 57,706.11 249901 02/07/2025 Merced Truck & Trailer Inc Accounts Payable Check 3,205.49 9 249902 02/07/2025 Miracle Playsystems, Inc. Accounts Payable Check 862.75 249903 02/07/2025 Judith Martinez Accounts Payable Check 350.00 249904 02/07/2025 Napa Auto Parts of Los Banos Accounts Payable Check 55.40 249905 02/07/2025 Nor-Cal Chicken, Inc. Accounts Payable Check 348.73 249906 02/07/2025 O'Dell Engineering Accounts Payable Check 8,903.75 249907 02/07/2025 OSE Accounts Payable Check 770.82
249908 02/07/2025 O'Reilly Auto Parts Accounts Payable Check 247.12 249909 02/07/2025 OTC Brands, Inc. Accounts Payable Check 201.06 249910 02/07/2025 PG&E Company Accounts Payable Check 138,609.56 249911 02/07/2025 Provost and Pritchard Engineering, Inc. Accounts Payable Check 4,887.09 249912 02/07/2025 Purchase Power Inc Accounts Payable Check 3,192.80 249913 02/07/2025 Protech Security & Electronics, Inc. Accounts Payable Check 315.00 249914 02/07/2025 Ronny's Inc. Accounts Payable Check 977.50 249915 02/07/2025 Ronny's Inc. Accounts Payable Check 503.42 249916 02/07/2025 Safeguard Business System, Inc. Accounts Payable Check 3,215.00 249917 02/07/2025 Safe T Lite of Modesto, Inc. Accounts Payable Check 761.87 249918 02/07/2025 Safety-Kleen Systems, Inc. Accounts Payable Check 1,890.61 249919 02/07/2025 Save Mart Supermarkets Accounts Payable Check 170.58 249920 02/07/2025 Sherwin Williams Co Accounts Payable Check 1,447.60 249921 02/07/2025 SIJ Holdings, Inc Accounts Payable Check 272.58 2499:g 02/07/2025 SNG & Associates, Inc. Accounts Payable Check 3,146.25 249923 02/07/2025 Sorensens True Value Accounts Payable Check 1,119.03 249922 02/07/2025 Stommel, Inc. Accounts Payable Check 21,274.52 249926 02/07/2025 The Don Chapin Co., Inc. Accounts Payable Check 1,017.25 249927 02/07/2025 Thomson Reuters (Tax & Accounting) Inc. Accounts Payable Check 533.04 249928 02/07/2025 Samantha Alison Tova Accounts Payable Check 310.00 249929 02/07/2025 Tractor Supply Credit Plan Accounts Payable Check 266.75 24993..Q 02/07/2025 Tyler Technologies, Inc. Accounts Payable Check 12,035.00 249931 02/07/2025 Unique Glass Accounts Payable Check 426.49 249932 02/07/2025 United Site Services, Inc. Accounts Payable Check 133.25 249933 02/07/2025 Vestis Group, Inc. Accounts Payable Check 733.96 249934 02/07/2025 Vestis Accounts Payable Check 1,164.75 249942 02/07/2025 D.R. Horton Utility Billing Check 167.20 249943 02/07/2025 Charles Bergson Utility Billing Check 62.46 2499'H_ 02/07/2025 D.R. Horton Utility Billing Check 163.14 249945 02/07/2025 D.R. Horton Utility Billing Check 164.76 249946 02/07/2025 D.R. Horton Utility Billing Check 168.01 249947 02/07/2025 Xiaoqing Chen Utility Billing Check 89.51 249948 02/07/2025 Leslie Kensill Utility Billing Check 105.76 749949 02/07/2025 Thomas Ovesen Utility Billing Check 96.00 _249950 02/07/2025 Sabian Gonzalez Utility Billing Check 31.01 249951 02/07/2025 Armando Zepeda Utility Billing Check so.so i499~1. 02/07/2025 Daniel Antonio Munoz Utility Billing Check so.so 249953 02/07/2025 Carlos Jesus Torres Utility Billing Check 43.99 f.'.!.;)954 02/07/2025 Kathleen Schneider Utility Billing Check 40.74 249955 02/07/2025 Leeanna Brothers Utility Billing Check 50.50 249956 02/07/2025 Andrea Reyes Utility Billing Check 50.50 Break in check sequence due to the following: Payment Type Check #249797 (Manual Void) Regular Checks 213 994,028.81 Check #249833 - #249834 (Payroll) Manual Voids 0
Check #249848 (Manual Void) Voided Checks 0
Check #249850 (Manual Void) 994,028.81
Check #249863 - #249864 (Manual Void)
Check #249872 - #249873 (Manual Void)
Check #249924 (Manual Void)
10 LOsBanos
t the ,, rocul oJ Ii o ,ia
Agenda Staff Report
TO: Mayor and City Council Members ~
FROM: Joe Heim, Parks and Recreation Directorcf)
DATE: February 19, 2025
TYPE OF REPORT: Consent Agenda
SUBJECT: Accepting the Community Center Perimeter Fence Project as complete and authorizing the filing of a Notice of Completion with the Merced County Recorder
Recommendation:

That the City Council adopt the Resolution to:

1. Accept the Community Center Perimeter Fence Project as complete; and

2. Authorize the City Manager to file the Notice of Completion with the Merced County Recorder; and

3. Authorize the Public Works Director/City Engineer to release the five (5) percent retention after the thirty-five (35) day period from the date of filing the Notice of Completion with the County Recorder.

Background:

The Los Banos Community Center, located at 645 7th St., was constructed in 2009 and is one of the premier city-owned buildings.

The facility is utilized by all age groups and features exterior amenities such as bocce ball courts, bench seating, courtyard space and parking.

The perimeter fence project installed a six-foot fence around the perimeter of the east, west and south sides of the facility. The fence is located along the inside path of the Rail Trail on the south side and connects to the building on the west and east ends. The overflow parking lot is enclosed with a gate connecting to the adjacent property. Gate access is also located along connecting sidewalks.

ITEM 6B
11 The perimeter fence increases security on-site and helps to protect the facility from vandalism. The fence also creates activity on the under-utilized south side of the building where amenities such as benches, a trellis space, bocce ball courts and a checker board is available.

Staff held a bid opening for the construction of a fence at the Community Center on June 18, 2024, however, bids were rejected on July 17, 2024. The bid price for that project was $224,124.85.

Staff opened a bid for the Construction of the Community Center Perimeter Fence on August 28, 2024. On September 18, 2024 Ronnys Inc. was awarded the contract for the Project in the amount of $144,741.00.

Discussion:

The major work consisted of the installation of 1,003 linear feet of 6' Flat-Top fencing, including: three (3) 4' wide entrance gates, three (3) 12' wide single swing drive gates, and one (1) 12' wide double swing drive gates.

There was one change order for this project in the amount of $10,145.00. Change Order #1 consisted of irrigation repair and re-location. Major work included broken water-lines not identified by USA underground, the excavation and repair of damaged irrigation including wiring and capping of irrigation. $110.00 was expended advertising the project for bid.

Fiscal Impact:

The Community Center Perimeter Fence Project was budgeted from the Community Center Fee account line item 244-410-100-720 and the total project cost was:
$154,996.00.

Reviewed by:

G~1.~ City Manager
Attachments:

Resolution
Notice of Completion
Photos of Fence
BrentKuhn, JINANCIAL CONSULTANT
12 RESOLUTION NO. --

A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF LOS BANOS ACCEPTING THE

COMMUNITY CENTER PERIMETER FENCE

PROJECT AS COMPLETE AND

AUTHORIZING THE FILING OF A NOTICE OF

COMPLETION WITH THE MERCED COUNTY

RECORDER
WHEREAS, on August 28, 2024 the City of Los Banos received competitive bids for the Community Center Perimeter Fence Project; and
WHEREAS, on September 18, 2024 the City Council awarded the Construction Contract to Ronnys Inc for the Community Center Perimeter Fence Project; and WHEREAS, the Public Works Director/City Engineer has determined, upon inspection, that all work has been completed in compliance with the plans and specifications, and in accordance with the approved contract.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Los Banos does hereby accept the Community Center Perimeter Fence Project as complete; authorize the City Manager to file a Notice of Completion with the Merced County Recorder within ten (10) days after acceptance; and authorize the Public Works Director/City Engineer to release the five (5) percent retention held in escrow after the thirty-five (35) days from the date of filing the Notice of Completion.

The foregoing Resolution was introduced at a regular meeting of the City Council of the City of Los Banos held on the 19th day of February 2025, by Council Member ___ who moved its adoption, which motion was duly seconded by Council Member _ __ and the Resolution adopted by the following vote:

AYES:

NOES:

ABSENT:

APPROVED:

Michael S. Amabile, Mayor
ATTEST:

Lucille L. Mallonee, City Clerk
13 14
RESOLUTION NO. --

A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF LOS BANOS ACCEPTING THE

COMMUNITY CENTER PERIMETER FENCE

PRPJECT AS COMPLETE AND AUTHORIZING

THE FILING OF A NOTICE OF COMPLETION

WITH THE MERCED COUNTY RECORDER
WHEREAS, on August 28, 2024 the City of Los Banos received competitive bids for the Community Center Perimeter Fence Project; and
WHEREAS, on September 18, 2024 the City Council awarded the Construction Contract to Ronnys Inc for the Community Center Perimeter Fence Project; and WHEREAS, the Public Works Director/City Engineer has determined, upon inspection, that all work has been completed in compliance with the plans and specifications, and in accordance with the approved contract.

The foregoing Resolution was introduced at a regular meeting of the City Council of the City of Los Banos held on the 19th day of February 2025, by Council Member who moved its adoption, which motion was duly seconded by Council Member --- _ _ _ and the Resolution adopted by the following vote:

AYES:

NOES:

ABSENT:

APPROVED:

Michael S. Amabile, Mayor
ATTEST:

Lucille L. Mallonee, City Clerk
15 16
RECORDING REQUESTED BY:

WHEN RECORDED RETURN TO:

CITY OF LOS BANOS
520 'J' Street
Los Banos, California 93635
NOTICE IS HEREBY GIVEN:

NOTICE OF COMPLETION

1. That the interest of estate stated in paragraph 3 below in the real property hereinafter described is owned by the following:

NAME STREET AND NO.

CITY OF LOS BANOS 520 'J' Street
CITY
Los Banos
STATE
California
(If more than one owner of the interest stated, the name and address of each must be inserted.)

2. That the full name and address of the owner of said interest or estate, if there is only one owner, and the full names and addresses of all the co-owners who own said interest or estate as joint tenants, as tenants in common or otherwise, if there is more than one owner, are set forth in the preceding paragraph.

3. That the nature of the title of said owner, or if more than one, then of said owner and co-owner is: In Fee.

4. That on the 13th day of December, 2024, a work of improvement on the real property hereinafter described was completed.

5. That the name of the original contractor, if any, for such work of improvement was _____________ _ Ronnys Inc.
(Ifno contractor for work of improvement as a whole, insert "No Contractor.")

6. That the real property herein referred to is situated in the -----~C=ity"-'"--o~f~L=o~s~B~a=n=o=s __________ _ County of Merced State of California, and is described as follows:
"Construction of Community Center Perimeter Fence"
The major work consists of installation and improvements of perimeter fence along the proposed fence line, as well gate entrance.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Date: CITY OF LOS BANOS
Owner
Place: Los Banos, California By: ------------------

ACKNOWLEDGMENT
17 18
SUBJECT: Community Center Perimeter Fence Project Photos CITY OF LOS BANOS PARKS AND RECREATION 19 20
LOsBanos
At the Crossroads of Califon1ia
Agenda Staff Report
TO: Mayor and City Council Members
FROM: Charles Bergson, P.E., Public Works Director/
DATE: February 19, 2025
TYPE OF REPORT: Consent Agenda
SUBJECT: Accepting the Three City-Owned Parking Lot Improvements Project as complete and authorizing the filing of a Notice of Completion with the Merced County Recorder
Recommendation:

That the City Council adopt the Resolution to:

1. Accept the construction of Three City-Owned Parking Lot Improvements project as completed; and

2. Authorize the Interim City Manager to file the Notice of Completion with the Merced County Recorder; and

Background:

City staff identified three parking lot that were in need of improvements: the public parking lot located on the corner of 7th Street and J Street; Ranchwood Park parking lot located at 515 Stonewood Drive; and Vineyard Basin B Park parking lot located at 640 Vineyard Drive.

The 7th Street and J Street parking lot is heavily used to accommodate visitors to the downtown area, was in deteriorated in condition, and had not been refurbished since the 1990's.

The Ranchwood Park parking lot and the Vineyard B Basin Park parking lot support park use, including the Ranchwood Park day-care facility, soccer, basketball, picnic and playground usage. The parking lots are over 20 years old and require re-surfacing and repair.

ITEM 6C
21 Discussion:

The City Council awarded the construction contract on October 2, 2024 to Consolidated Engineering, Inc. in the amount of $356,616.18 with a 15% Contingency in the amount of $53,490.00.

There were two change orders for this project. Change Order #1 consisted of the installation of a trench drain to the 7th Street and J Street parking lot, in the amount of $3,250.00. Change Order #2 consisted balancing quantities of actual pavement and concrete used on-site, in the amount of $2,353.21. Total construction cost for this project was $362,219.39.

Fiscal Impact:

The '71h Street and J Street parking lot were funded in Streets fund 100-431-210-726, with a construction cost of $110,342.02. Ranchwood Park and Vineyard B Basin Park parking lots were funded from the Landscape and Lighting District #1 fund 271-458-200-720, with a construction cost of $251,877.37.

Reviewed by:

Garyd:J..~ ty Manager
Attachments:

Resolution
Notice of Completion
Site Map
Brent Kuhn, Finance Department
22 RESOLUTION NO. __

A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF LOS BANOS ACCEPTING THE

THREE CITY-OWNED PARKING LOT

IMPROVEMENTS PROJECT AS COMPLETE

AND AUTHORIZING THE FILING OF A

NOTICE OF COMPLETION WITH THE

MERCED COUNTY RECORDER
WHEREAS, on July 17, 2024 the City of Los Banos received competitive bids for the construction of the Three City-Owned Parking Lot Improvements project; and WHEREAS, on October 2, 2024 the City Council awarded the Construction Contract to Consolidated Engineering, Inc. for the construction of the Three City-Owned Parking Lot Improvements project; and
WHEREAS, the Public Works Director/City Engineer has determined, upon inspection, that all work has been completed in compliance with the plans and specifications, and in accordance with the approved contract.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Los Banos does hereby accept Three City-Owned Parking Lot Improvements project as complete; authorize the Interim City Manager to file a Notice of Completion with the Merced County Recorder within ten (10) days after acceptance; and authorize the Public Works Director/City engineer to release the five (5) percent retention held in escrow after the thirty-five (35) days from the date of filing the Notice of Completion.

The foregoing Resolution was introduced at a regular meeting of the City Council of the City of Los Banos held on the 19th day of February 2025, by Council Member ___ who moved its adoption, which motion was duly seconded by Council Member ___ and the Resolution adopted by the following vote:

AYES:

NOES:

ABSENT:

APPROVED:

Michael S. Amabile, Mayor
ATTEST:

Lucille L. Mallonee, City Clerk
23 24
RECORDING REQUESTED BY:

WHEN RECORDED RETURN TO:

CITY OF LOS BANOS
520 'J' Street
Los Banos, California 93635
NOTICE IS HEREBY GNEN:

NOTICE OF COMPLETION

1. That the interest of estate stated in paragraph 3 below in the real property hereinafter described is owned by the following:

NAME

CITY OF LOS BANOS
STREET AND NO.
520 'J' Street
CITY
Los Banos
STATE
California
(If more than one owner of the interest stated, the name and address of each must be inserted.)

3. That the nature of the title of said owner, or if more than one, then of said owner and co-owner is: In Fee.

4. That on the 21st day of January, 2025, a work of improvement on the real property hereinafter described was completed.

5. That the name of the original contractor, if any, for such work of improvement was _____ _ _ _____ _ Consolidated Engineering, Inc.
(If no contractor for work of improvement as a whole, insert "No Contractor.")

6. That the real property herein referred to is situated in the _____ C=ity---=-o:..f=L=os=-B=an=o=s'------------ County of Merced State of California, and is described as follows:
"Construction of Three City-Owned Parking Lot Improvements" The major work consists of rehabilitation of the following three parking lots:
7th Street & J Street Parking Lot
Ranchwood Park Parking Lot (515 Stonewood Drive)
Vineyard Basin B Park Parking Lot (640 Vineyard Drive)
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Date: CITY OF LOS BANOS
Owner
Place: Los Banos, California By: - ----------- -----

ACKNOWLEDGMENT
25 26
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27 28
LOsBanos
I 11 lifon1ia
Agenda Staff Report
TO: Mayor & City Council Members
FROM: Charles Bergson, P.E., Public Works Director/City Engin r DATE: February 19, 2025
TYPE OF REPORT: Consent Item
SUBJECT: Accepting a Grant Deed for a 1 O' Public Utility Easement Dedication of approximately 1,306 square feet of land along a portion of frontage for Lot #40 at the corner of Pajaro Drive and Summit Drive in the subdivision The Villages VII Phase 1 B, Unit 1.

Recommendation:

That the City Council adopts the Resolution accepting a Grant Deed for a 1 O' Public Utility Easement Dedication of approximately 1,306 square feet of land along a portion of frontage for Lot #40 at the corner of Pajaro Drive and Summit Drive in the subdivision The Villages VII Phase 1 B, Unit 1. The land involved is more specifically, a portion of Assessor Parcel Number 430-170-014. The resolution authorizes the Interim City Manager to execute all required documents for this dedication.

Background:

The Tentative Tract Map No. 2017-01 was approved by the City of Los Banos Community Development Department on March 8, 2017 by Resolution No. 2017-07. In April 2019 the Public Works staff was contacted by the developer, Anderson Homes, for Final Map approval. On November 6, 2019 the Los Banos City Council adopted Resolution No. 6146 approving Final Tract Map No. 2017-01 Stonecreek at Los Banos, The Villages VII Phase 1 B, Unit 1 and the accompanying Subdivision Improvement Agreement. The Final Map was recorded with the County of Merced on November 19, 2019. The' recorded map should have included a 1 O' Public Utility Easement along a portion of frontage for Lot #40 for PG&E infrastructure. On December 2, 2024, after being notified by PG&E of the ITEM 6D
29 missing easement Anderson Homes submitted the request for acceptance of a 1 O' Public Utility Easement Dedication of approximately 1,306 square feet of land along a portion of frontage for Lot #40 at the corner of Pajaro Drive and Summit Drive in the subdivision The Villages VII Phase 1 B, Unit 1.

Discussion:

Based on utility locations and PG&E requirements a 1 O' Public Utility Easement Dedication of approximately 1,306 square feet of land along a portion of frontage for Lot #40 at the corner of Pajaro Drive and Summit Drive in the subdivision The Villages VII Phase 1 B, Unit 1.

Fiscal Impact:

None
. Reviewed by:
15·
Ga~ r~ terim City Manager
Attachments:

Resolution
Grant Deed Transfer (Copy)
Legal Description - Exhibit A
Plat Map - Exhibit B
Preliminary Change of Ownership
Transfer Tax Affidavit
Villages VII Phase 18, Unit 1 Final Map
Site Map
~
30 RESOLUTION NO. --

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF LOS BANOS ACCEPTING GRANT DEED
FOR A 1 O' PUBLIC UTILITY EASEMENT
DEDICATION OF APPROXIMATELY 1,309

SQUARE FEET OF LAND ALONG A PORTION OF
FRONTAGE FOR LOT #40 AT THE CORNER OF

PAJARO DRIVE AND SUMMIT DRIVE IN THE
SUBDIVISION THE VILLAGES VII PHASE 1 B,
UNIT 1 AND AUTHORIZING THE INTERIM CITY

MANAGER TO EXECUTE THE ASSOCIATED
DOCUMENTS.

WHEREAS, Anderson Homes, Inc., a California Corporation, requests acceptance of a 1 O' Public Utility Easement Dedication of approximately 1,306 square feet of land along a portion of frontage for Lot #40 at the corner of Pajaro Drive and Summit Drive in the subdivision The Villages VII Phase 1 B, Unit 1.

WHEREAS, based on utility locations and PG&E requirements said dedications are required for the subdivision The Villages VII, Phase 1; and WHEREAS, the City of Los Banos accepts the Grant Deed dedication, more specifically identified as a portion of Assessor Parcel Number 430-170-014, by Anderson Homes, Inc., a California Corporation; and
WHEREAS, the Grant Deed, as presented, has been reviewed and deemed acceptable by a Los Banos City Consulting Firm and the Public Works Director; and WHEREAS, the City Council of the City of Los Banos authorizes the Interim City Manager to execute documents associated with acceptance of the Grant Deed; and NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Los Banos that it does hereby accept the Grant Deed10' Public Utility Easement Dedication of approximately 1,306 square feet of land along a portion of frontage for Lot #40 at the corner of Pajaro Drive and Summit Drive in the subdivision The Villages VII Phase 1 B, Unit 1 as described in Exhibit "A", shown in Exhibit "B" and authorizes the Interim City Manager to execute associated documents.

The foregoing Resolution was introduced at a regular meeting of the City Council of the City of Los Banos held on the 19th day of February, 2025, by Council Member _ _ _ who moved its adoption, which motion was duly seconded by Council Member __ _ and the Resolution adopted by the following vote:

AYES:

NOES:

ABSENT: APPROVED:

Michael S. Amabile, Mayor
ATTEST:

Lucille L. Mallonee, City Clerk
31 32
RECORDING REQUESTED BY:

City of Los Banos

MAIL TAX STATEMENT
AND WHEN RECORDED MAIL DOCUMENT TO:

City of Los Banos
520 J Street
Los Banos, CA 93635
Exempt from Recording Fees
Pursuant to Gov. Code Section 27383
--------------------'------Space Above This Line for Recorder's Use Only------ A.P.N.: 430-170-014-000

GRANT DEED
The Undersigned Grantor(s) Declare(s): DOCUMENTARY TRANSFER TAX $0.00; CITY TRANSFER TAX $0.00; SURVEY MONUMENT FEE $0.00 Exempt from recording fees pursuant to Gov. Code Section 27383 -
[ J computed on the consideration or full value of property conveyed, OR [ J computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, [ J unincorporated area; [ X ] City of Los Banos, and
[ X J Exempt from transfer tax; Reason: R&T Code Section 11922 - Governmental agency acquiring title FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,

BLESSIE JOY LAZARO AND MARVIN MANALASTAS, WIFE AND HUSBAND AS COMMUNITY PROPERTY hereby GRANT(s) to CITY OF LOS BANOS, A MUNICIPAL CORPORATION the following described property in the City of Los Banos, County of Merced, State of California:

See Exhibit "A" and Exhibit "B" attached hereto and made a part hereof.

Mail Tax Statements To: SAME AS ABOVE
33 EXHIBIT "A"

LEGAL DESCRIPTION
Public Utility Easement Dedication
11/18/24
Being a portion of Lot 40 of Tract No. 2017-01, "The Villages VII-Phase lB, Unit 1" filed for record in Volume 82 of Official Plats, at Pages 10 through 12, Merced County Records, lying in the southwest quarter of Section 21, Township 10 South, Range 10 East, Mount Diablo Base and Meridian, City of Los Banos, County of Merced, State of California, and more particularly described as follows:

Beginning at the southeasterly comer of said Lot 40; thence along the southerly line of said Lot 40 the following three (3) courses:
1) South 65°35'31" West, 60.77 feet,
2) along a curve to the right, having a radius of 324.00 feet, through a central angle of 09°16'17", an arc distance of 52.43 feet, and
3) North 52°02'57" West, 19.48 feet to the easterly line of the existing Public Utility Easement as shown on said map of Tract No. 2017-01;
Thence along said easterly line, North O 1 °02' 18" East, 12.51 feet; Thence, South 52°02'57" East, 21.94 feet;
Thence northeasterly along a non-tangent curve to the left, from which the radius point bears North 16°02'34" West, through a central angle of08°21 '55", an arc distance of 45.84 feet; Thence, North 65°35'31" East, 60.77 feet to the easterly line of said Lot 40; thence along said easterly line, South 24 °24'29" East, 10.00 feet to the Point of Beginning.

Containing 1306 square feet, more or less.

A plat of the above described easement is attached hereto as EXHIBIT "B" and by this reference made a part hereof.

END DESCRIPTION
This real property description has been prepared by me, or under my direction, in conformance with the requirements of the Professional Land Surveyor's Act.

William M. Koch
Professional Land Surveyor
California No. 8092

Page 1 of 2 ends

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EXHIBIT "B"
41 TH£ VILLAGES VII
PHASE 18
UNIT 1
82 OP 10-12

EXISTI NG
P.U .E.

PUBLIC UTILITY

EASEMENT
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40 LEGEND:
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PHASE 18
UNIT 2
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P.U .E. PUBLIC UTILITY EASEMENT

LENGTH (R) RADIAL BEARING
- - EASEMENT LINE

12.51'

10.00'
-2 .,__ ____________________________________ __
>
: Westwood
5- Westwood Professional Services, Inc. I ______________________________________ _.

DESCRIPTION : PUBLIC UTILITY EASEMENT 2
1165 Scenic Drive, Suite A SCALE: NONE DATE: NOV 18, 2024 Modesto, CA 95350 of JOB NO.: 31113
2 westwoodps.com
FILE: 3111 3 EXH LOT 40 PUE.DWG
35 Giant Peed ·~ continued
A.P.N. 430'170-014-000
BLESSIE lQY. IA.ZARO AND MARVIN MANAI.ASJ'AS,
WIFE Affi> HUSBAND AS COMMUNITY PROPERTY
8Y·- ---+~"'--"""'-..:."'------
Printed Name: --e ~ ~ \-C S °j ~?,;1\-1-0
11t1e: w'.1-f-t
A notary public or otner officer <:QlllP!~g this ~ficate v~ ooly the ideotit.Y of the illdividual who signed the dQcum~. to which this.cert:ifi$e ts~ and not the
truthfulness, accuracy~ or vafl(Jtty of that:doo.linent STATE <>F -~\i f'w"'-~c.. )SS
Date: fn/17/2025
By:_.a=.,~c___efl.-/4, _L_~-< -/ ~ _·
Printed Name; ;1/ 4--4' I U # ;q--µ A-~ s-7:4-S'
Title: --·-'-l/l_cl._S-_&h'./. __ CJ __
COUNTYOF ~ ~°' C\c..v~ }
on (Lb &l\c..v-J i, 'Zo'l-4 befme me. aic,L.-J ~ '""~-t-z. to-ll~~ Pubtie, pe;sonaUy appeared ~J~~ to:r~ ~~~of~~~~~~l~~S}~=sf~~~ SUbSt;nbed ~thewitbln mstrument Plid. admowfedged. to me that h,e/stle/!h~ ~ the sa111e in hisme;,~ authorized capactty{iesl, ·aril f,l)at by tus)herftheir signatut~sl on tile in$:i.imem the paSOl~ u the entity upon behalf of~ the persc,n{$) atted, a~ the. ioswument. - - - I certify ,.m~ PENALJY .Of PfroURY onder the .laws of the State of catifnmia thilt thefO!'tlgOl{lg paragraph 1~ true and correct.

WITNfSS my hand and offi.ciat seal This i1l?!i1 for o{f,cia/~$eal.

Page2r,f2
36 BOE-502-A (P1) REV. 14 (05-18)

PRELIMINARY CHANGE OF OWNERSHIP REPORT ASSESSOR'S OFFICE To be completed by the transferee (buyer) prior to a transfer of subject property, in accordance with section 480.3 of the Revenue and Taxation Code. A Preliminary Change of Ownership Report must be filed with each conveyance in the County Recorder's office for the county where the property is located.

BARBARA J. LEVEY - ASSESSOR
2222 M STREET MERCED, CA 95340
Phone: (209) 385-7631 Fax: (209) 725-3956
WWW.CO.MERCED.CA.US

NAME AND MAILING ADDRESS
(Make necessary corrections to the printed name and mailing address r 7 ASSESSOR'S PARCEL NUMBER
430-170-014

SELLER/TRANSFEROR
Blessie Joy Lazaro and MaNin Manalastas BUYER'S DAYTIME TELEPHONE NUMBER ( 209 ) 827-7000
L _J BUYER'S EMAIL ADDRESS

STREET ADDRESS OR PHYSICAL LOCATION OF REAL PROPERTY
A ortion of Assessor's Parcel No. 430-170-014
DYES lZ] NO This property is intended as my principal residence. If YES, please indicate the date of occupancy or intended occupancy.

MO DAY YEAR
D YES lZ] NO Are you a disabled veteran or a unmarried surviving spouse of a disabled veteran who was compensated at 100% by the Department of Veterans Affairs?

MAIL PROPERTY TAX INFORMATION TO (NAME)
City of Los Banos

MAIL PROPERTY TAX INFORMATION TO (ADDRESS)
520 J Street
CITY
Los Banos

STATE ZIP CODE
CA 93635
PART 1. TRANSFER INFORMATION Please complete all statements.

This section contains possible exclusions from reassessment for certain types of transfers.

YES NO
□
□
□
□
□
□
□
□
□
□
□
□
□
□
□
□
[Z]
[Z] A This transfer is solely between spouses (addition or removal of a spouse, death of a spouse, divorce settlement, etc.). [Z] B. This transfer is solely between domestic partners currently registered with the California Secretary of State (addition or removal of a partner, death of a partner, termination settlement, etc.). [Z] * C. This is a transfer: D between parent(s) and child(ren) 0 from grandparent(s) to grandchild(ren).

IZ] * D. This transfer is the result of a cotenant's death. Date of death ___________ _ [Z] * E. This transaction is to replace a principal residence owned by a person 55 years of age or older.

Within the same county? DYES D NO
[Z] * F. This transaction is to replace a principal residence by a person who is severely disabled as defined by Revenue and Taxation Code section 69.5. Within the same county? DYES D NO
[Z] G. This transaction is only a correction of the name(s) of the person(s) holding title to the property (e.g., a name change upon marriage).

If YES, please explain: _____________________________________ _ [Z] H. The recorded document creates, terminates, or reconveys a lender's interest in the property.

IZ] I. This transaction is recorded only as a requirement for financing purposes or to create, terminate, or reconvey a security interest (e.g. , cosigner). If YES, please explain: _____________________________ _ IZ] J. The recorded document substitutes a trustee of a trust, mortgage, or other similar document.

K. This is a transfer of property:

1. to/from a revocable trust that may be revoked by the transferor and is for the benefit of 0 the transferor, and/or D the transferor's spouse D registered domestic partner.

2. to/from an irrevocable trust for the benefit of the
D creator/grantor/trustor and/or D grantor's/trustor's spouse D grantor's/truster's registered domestic partner.

L. This property is subject to a lease with a remaining lease term of 35 years or more including written options.

M. This is a transfer between parties in which proportional interests of the transferor(s) and transferee(s) in each and every parcel being transferred remain exactly the same after the transfer.

IZ] N. This is a transfer subject to subsidized low-income housing requirements with governmentally imposed restrictions, or restrictions imposed by specified nonprofit corporations.

IZ] • 0. This transfer is to the first purchaser of a new building containing an active solar energy system. [{] P. Other. This transfer is to _ _________________________ _ * Please refer to the instructions for Part 1.

Please provide any other information that will help the Assessor understand the nature of the transfer.

THIS DOCUMENT IS NOT SUBJECT TO PUBLIC INSPECTION
37 BOE-502-A (P2) REV. 14 (05-18)
PART 2. OTHER TRANSFER INFORMATION Check and complete as applicable.

A. Date of transfer, if other than recording date: _ _ _ ___ _ B. Type of transfer:

D Purchase D Foreclosure O Gift D Trade or exchange O Merger, stock, or partnership acquisition (Form B0E-100-B) D Contract of sale. Date of contract: _ _ _____ 0 Inheritance. Date of death:

D Sale/leaseback O Creation of a lease D Assignment of a lease O Termination of a lease. Date lease began: _ ____ _ _ Original term in years (including written options): __ Remaining term in years (including written options):

I{] Other. Please explain: Grant Deed from Blessie Joy Lazaro and Marvin Manalastas to the City of Los Banos for Pace. Only a partial interest in the property was transferred. DYES D NO If YES, indicate the percentage transferred: % PART 3. PURCHASE PRICE AND TERMS OF SALE
A. Total purchase price
Check and complete as applicable.
1 $ -o.ooB. Cash down payment or value of trade or exchange excluding closing costs Amount $ _____ _ C. First deed of trust@ ___ % interest for ___ years. Monthly payment$_____ _ Amount $ _____ _ D FHA (__Discount Points) 0 Cal-Vet O VA (__Discount Points) 0 Fixed rate O Variable rate D Bank/Savings & Loan/Credit Union O Loan carried by seller D Balloon payment$_____ _ Due date: _ ____ _
D. Second deed of trust@ ___ % interest for ___ years. Monthly payment$_ _____ Amount$ _____ _ D Fixed rate O Variable rate D Bank/Savings & Loan/Credit Union O Loan carried by seller D Balloon payment$_ ____ _ Due date: _____ _
E. Was an Improvement Bond or other public financing assumed by the buyer? DYES ONO Outstanding balance$ _____ _ F. Amount, if any, of real estate commission fees paid by the buyer which are not included in the purchase price $ _ ____ _ G. The property was purchased: Through real estate broker. Broker name: _ _ _______ Phone number: .,_( _ _ ),__ ___ _ D Direct from seller O From a family member-Relationship ______ __ _ D Other. Please explain:--- -------------- - ------- ------------ -- H. Please explain any special terms, seller concessions, broker/agent fees waived, financing, and any other information (e.g., buyer assumed the existing loan balance) that would assist the Assessor in the valuation of your property.

PART 4. PROPERTY INFORMATION Check and complete as applicable.

A. Type of property transferred
0 Single-family residence
D Multiple-family residence. Number of units: __
I{] Other. Description: (i.e., timber, mineral, water rights, etc.) Public Utility Easement
0 Co-op/Own-your-own
0 Condominium
0 Timeshare
0 Manufactured home
0 Unimproved lot
0 Commercial/Industrial
B. DYES D NO Personal/business property, or incentives, provided by seller to buyer are included in the purchase price. Examples of personal property are furniture, farm equipment, machinery, etc. Examples of incentives are club memberships, etc. Attach list if available.

If YES, enter the value of the personal/business property: $_ ______ Incentives $ ______ _ C. DYES ONO A manufactured home is included in the purchase price.

If YES, enter the value attributed to the manufactured home: $ _______ _ DYES ONO The manufactured home is subject to local property tax. If NO, enter decal number:

D. DYES D NO The property produces rental or other income.

If YES, the income is from: 0 Lease/rent D Contract O Mineral rights D Other: _ ____________ _ E. The condition of the property at the time of sale was: OGood Please describe:

Average

CERTIFICATION
I certify (or declare) that the foregoing and all information hereon, including any accompanying statements or documents, is true and correct to the best of my knowledge and belief.

SIGNATURE OF BUYER/TRANSFEREE OR CORPORATE OFFICER DATE ►

NAME OF BUYER/TRANSFEREE/PERSONAL REPRESENTATIVE/CORPORATE OFFICER (PLEASE PRINT) TITLE Gary Brizzee on behalf of the City of Los Banos Interim City Manager The Assessor's office may contact you for additional information regarding this transaction.

TELEPHONE
( 209) 827-7000

EMAIL ADDRESS
[email protected]
38 ME!CED
COUNTY
BARBARA J. LEVEY

COUNTY OF MERCED

ASSESSOR-CLERK-RECORDER

DOCUMENTARY TRANSFER TAX AFFIDAVIT

WARNING

RECORDER
2222 ''M" Street
Merced, CA 95340
{209) 385-7627
(209) 385-7626 Fax
www.co.merced.ca.us

ANY PERSON WHO MAKES ANY MATERIAL MISREPRESENTATION OF FACT FOR THE PURPOSE OF AVOIDING ALL OR ANY PART OF THE DOCUMENTARY TRANSFER TAX IS GUil TY OF A MISDEMEANOR UNDER SECTION 5.20 OF ORDINANCE 1929 OF THE COUNTY OF MERCED AND IS SUBJECT TO PROSECUTION FOR SUCH OFFENSE.

ASSESSOR'S PARCEL NO. 430-170-014-000
A portion of
Property Address: 1890 Summit Drive
I declare that the documentary transfer tax for this
transaction is: $ -0-
If this transaction is exempt from Documentary Transfer Tax, the reason must be identified below.

I CLAIM THAT THIS TRANSACTION IS EXEMPT FROM DOCUMENTARY TRANSFER TAX BECAUSE: {The Sections listed below are taken from the Revenue and Taxation Code}. Please check one or explain in "Other'~

1. ___ Section 11911 The consideration or value of the property, exclusive of any liens and encumbrances is $100.00 or less and there is no additional consideration received by the grantor.

2. Section 11921 The conveyance was given to secure a debt, provided the proportional ownership will revert --- back to the original holding within one month of recording

3. X Section 11922 The conveyance is to a governmental entity or political subdivision. --

4. Section 11923 Conveyance under bankruptcy Federal case No. -- ---------

5. Section 11924 Transfer by order of the Securities and Exchange Commission case No. -- -------

6. ___ Section 11925 The transfer is between individuals and a legal entity or partnership, or between legal entities and does not change the proportional interests held.

IS THIS A TRANSFER BETWEEN LEGAL ENTITIES? D Yes [Kl No IF YES, TRANSFERS INVOLVING LEGAL ENillIES MUST PROVIDE, DOCUMENTATION AT THE TIME OF RECORDING.

SOME EXAMPLES ARE LISTED BELOW.

Entity ownership documentation is required if you are a:
r----1\._ Corporation - A copy of the Articles of Incorporation amendments and any other documents ~ showing the shares issued and share ownership; or
r----1\._ LLC - A copy of the Operating Agreement, amendments, and any other documentation showing ~ the partners and ownership/percentage; or
r----1\.. Partnership - A copy of the Partnership Agreement, Amendments and any other documents ~ showing the partners and ownership percentage.

For Recorder's Use:

MCR 11911 (Rev. 04/17)
39 7. Section 11926 The conveyance is to a grantee who is the foreclosing beneficiary and the consideration paid by the foreclosing beneficiary does not exceed the unpaid debt.

8. Section 11927 The conveyance relates to a dissolution of marriage or legal separation. (A spouse must sign a written recital in order to claim this exemption. This form may be used for that purpose.)

9. Section 11930 The conveyance is an inter vivas gift* or a transfer by death. *Please be aware that information stated on this document may be given to and used by governmental agencies, including the Internal Revenue Service. Additionally, certain gifts in excess of the annual Federal gift tax exemption may trigger a Federal Gift Tax. In such cases, the Transferor (donor/grantor) may be required to file Form709 (Federal Gift Tax Return) with the Internal Revenue Service.

10. The easement is not perpetual, permanent, or for life.

11. The document is a lease for a term of less than (35) years (including written options.)

12. Other (Include explanation and legal authority) ---------------------- I DECLARE UNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND CORRECT.

Executed this _ _ _ _ day of ___________ , 20 25 atlas Banos. California Signature of Affiant/ Authorized Representative
City of Los Banos
Name of Firm (if applicable)
City, State
Gary Brizzee, Interim City Manager
Printed Name of Affiant/ Authorized Representative
520 J Street, Los Banos, California, 93635
Address of Affiant (including City, State, and Zip Code) (209) 827-7000
Telephone Number of Affiant (including area code)
This form is subject to the California Public Records Act (Government Code 6250 et. seq.) 40 OWNER'S STATEMENT
WE, THE UNDERSIGNED, DO HEREBY STATE THAT WE ARE THE OWNERS OR HAVE SOME AIGlff,

TITLE OR INTEREST OF RECORD IN THE LANO SHOWN ON THIS MAP AND WE CONSENT TO THE PREPARATION AND RECORDATtON OF THIS FINAL MAP.

WE ALSO HEREBY OFFER AN IRREVOCABLE OEDICATtONTO THE CITY OF LOS BANOS IN FEE FOR PUBLIC USE, ALL STREET RIGHTS-OF-WAY AS SHOWN ON THIS FINAL MAP.

WE ALSO HEREBY OFFER AN IRREVOCABLE DEDICATION TO THE CITY OF LOS BANOS AN EASEMENT FOR PUBLIC USE, All PUBLIC UTILITY EASEMENTS (P.U.E.) AS SHOWN ON THIS FINAL MAP.

OWNERS: ANl)EASON HOMES, A CALIFORNIA CORPORATION
BYc _,,.. ..,l,_,_/ ....

NAME: ,-"':j~Y &Ju-.~~. (PRINT NAME)
ITS: u;~ .. f&'id~,t _(TITLE)

NOTARY STATEMENT (OWNER)
~
/~1~ ,,,,.
~ueuc OR OTHER OFFICER COMPLETING THIS cERTIFlCATEVERIFlES ON[YTHE 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 C~ORNI~ ' )
COUNTYOF ·201) i3~•-':.'1) )
ON _Qt.!~'i-1..a.l~ BEFORE ME, ~ ' '%i:\j rfj \": .. , ; ;i~..,fl A NOTARY PUBLIC, (DATE)
PERsoNALLYAPPEARED Q'\,.'c- h11c~ Ao,...,,.,.~. ~-"' ·
(NAME Of SIGNER(S)I
WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON{S) WHOSE

NAME(S) JS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT ANO 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.
wn;.N..ESS MY HAND.
j~ ,;l 1,14°4 ,. , ~,f,..(,tl •·M , NOTARY PUBLIC
,Cl d -·} ' ~ : PRINTNAME: I-•"'~;...,..--'; (VI,, \_~~~ud,¥" 91....-:

COMMISSION NUMBER: ...1 ::;; ~.' 'C ' . -.J
COMMISSIONEXPIAES: t~,~Y\\ , · '),.!>,~,~_-1-,r
PRINCIPALOFFICELOCATION(COUNTY)· ~ .... ; ,,_,? ,-.·,-~~~ 11113 • Village VII Phase 18\Swvey\MapDwg\31113 FM-Phase1B·Unl1 1.dwg ( DO NOT STAMP)
Recorded Final Map
TRACT NO: 2017-01

STONECREEK AT LOS BANOS
THE VILLAGES VII-PHASE 1B, UNIT 1
BEING LOT D, TRACT NO. 2017-01, VOLUME 80 OP PAGES 36-40, LYING IN THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 10 SOUTH, RANGE 10 EAST MOUNT DIABLO BASE AND MERIDIAN

CITY OF LOS BANOS, MERCED COUNTY, CALIFORNIA
\
SEPTEMBER 2019
D DELL £NG1N££R1NG
1165 Sconlc Drive, Suite A
Modesto, CA 95350
Ph 209.571.1765 odellengineering.com
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VICINITY MAP ~ffS
PLANNING COMMISSION STATEMENT:
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I, STACY SOUZA ELMS, COMMUNITY & ECONOMIC DEVELOPMENT DIRECTOR FDA THE CITY OF LOS BANOS, DO HEREBY STATE THAT I HAVE EXAMINED THIS FINAL MAP OF "TRACT NO: 2017-01, STONECAEEK AT LOS BANOS, THE VILLAGES VII PHASE 1B, UNIT 1, AND THAT THE SUBDIVISION IS

SUBSTANTIALLY THE SAME AS THAT SHOWN ON THE VESTING TENTATIVE MAP APPROVED BY THE CITY PLANNING COMMISSION ON THE 13TH DAY OF APRIL, 2005, AND THAT THIS FINAL MAP OF "TRACT NO: 2017-01, STONECREEK AT LOS BANOS, THE VILLAGES VII PHASE 18, UNIT 1, COMPLIES WITH All REQUIREMENTS OF SAID PLANNING COMMISSION.
aArEaTH1s~DAvDF t,bvzm'v,,r . 201•.
-"¥ul ~·A BY: i.; .--~ , . J C:
stk~ ulf E~S~UNITY & ECONOMIC DEVELCiPl:leif DIRECTOR

CITY OF LOS BANOS
CITY CLERK'S STATEMENT:

I, LUCILLE l. MALLONEE, CITY OF LOS BANOS, STATE OF CALIFORNIA. 00 HEREBY STATE THAT AT THE REGULAR MEETING -~J:HE CITY COUNCIL OF THE CITY OF LOS BANOS, STATE OF CALIFORNIA, HELD ON THIS ;;-:-,-. DAY OF 'N"'-IJ111t.!,t":-, 2019. THE ACCOMPANYING FINAL MAP OF "TRACT NO: 2017·01, STONECREEKAT LOS BANOS, THE VILLAGES VII PHASE 1B, UNIT 1,

WAS APPROVED AND ACCEPTED ON BEHALF OF THE PUBLIC FOR PUBLIC USE, THE OFFER OF DEDICATION IN EASEMENT OF All PUBLIC UTILITY EASEMENTS (P.U.E.), ALL AS SHOWN ON THIS FINAL MAP; ACCEPTED THE OFFER OF DEDICATION IN FEE OF THE STREET RIGHTS-OF-WAY, AS SHOWN ON THIS FINAL MAP; SAID APPROVAL IS SUBJECT TO IMPROVEMENTS.

DATEDTH1S t?r·l DAY OF ~bit"....,,,~..... , 2019.

Bv: ~P { ~J.-"..1../~<-,, • i'. ~ . }'-f(l..,.,,1 __ .g~a_,, LUCILLE L. MALLONEE, CITY CLERK

CITY OF LOS BANOS

SURVEYOR'S STATEMENT
THIS MAP WAS PREPAREb BY ME OR UNDER MY DIRECTION AND IS BASED UPON A FIELD SURVEY

IN CONFORMANCE WITH THE REQUIREMENTS OF THE SUBDIVISION MAP ACT AND LOCAL ORDINANCE AT THE REauf:sT OF STONECREEK PROPERTIES, IN NOVEMBER OF 2018. I HEREBY STATE THAT THIS FINAL MAP SUBSTANTIAll Y CONFORMS TO THE CONDITIONALLY APPROVED TENTATIVE MAP. I FURTHER STATE THAT ALL THE MONUMENTS SHOWN HEREON WILL BE OF THE CHARACTER AND OCCUPY THE POSITIONS INDICATED BEFORE JULY 30TH, 2020. AND THAT SAID MONUMENTS Will BE SUFFICIENT TO ENABLE THE SURVEY TO BE RETRACED.

V':"Hf&§!. , 2019.

BY: m:\l.~ ... !,,M!.•>:1'¥!t.

CITY ENGINEER'S STATEMENT:

I HEREBY STATE THAT I HAVE EXAMINED THIS FINAL MAP OF "TRACT NO: 2017-01, STONECREEK AT LOS BANOS, THE VILLAGES VII PHASE 1B, UNIT 1, AND STATE THAT THE

SUBDIVISION AS SHOWN HEREON IS SUBSTANTIALLY THE SAME AS IT APPEARED ON THE TENTATIVE MAP, AND ANY APPROVED ALTERATIONS THEREOF, AND THAT All PROVISIONS OF ANY LOCAL ORDINANCE APPLICABLE AT THE Tl ME OF APPROVAL OF THE TENTATIVE MAP, IF REOUlAEO, HAVE BEEN COMPLIED WITH.

DATEDTHIS '2.£.-ft, DAYOF ~ btc• 1 2019.
rn1 Cl 0 BY: • .,...._.,/ 7....e,.__,..'-
MARK !'ACHIN, R.C.E. 34614
CllY ENGINEER
CITY SURVEYOR'S STATEMENT:

I HEREBY STATE THAT I HAVE EXAMINED THIS FINAL MAP ~D IT COMPLIES WITH ALL THE PROVISIONS OF CHAPTER 2 OF THE CALIFORNIA SUBDIVISION MAP ACT, AS AMENDED, AND THAT THIS FINAL MAP IS TECHNICALLY CORRECT.

DATEDTHIS l. '1_ ' ~ D"Yf ______t)1L[_.

BY ,ij_,-VU--
~ARIND~wf,,_HOT A-, _ ___. , PLS 871S
REVIEWlNG CITY SURVEYOR
~
;~~~.,., ~~ y-~ If::/?-:.;.;-:'\\ - . i .. 1
(~=J"."'""
9 .~--(~,( .. )_<-I '~{ t@::~·e ; :\!'~-l~·l,
c,',_ . ' ~'5~7, ¾2:,, .. , •. - -~- RIGHT TO FARM STATEMENT PER MERCED COUNlY ORDINANCE NO. 1213

THE PROPERTY DESCRIBED ON THE HEREON SHOWN MAP IS IN THE VICINITY OF LANO

UTILIZED FOR AGRICULTURAL PURPOSES ANO RESIDENTS OF THIS PROPERTY MAY BE

SUBJECT TO INCONVENIENCE OR DISCOMFORT ARISING FROM THE USE OF AGRICULTURAL CHEMICALS, INCLUDING BUT NOT LIMITED TO, PESTICIDES AND FERTILIZERS, AND FROM TliE PURSU1T OF AGAtCUL TURAL OPERATIONS INCLUDING, BY NOT LIMITED TO, PLOWING,

SPRAYING AND BURNING WHICH OCCASIONALLY MAY GENERATE DUST, SMOKE, NOISE, AND ODOR.

THE COUNTY OF MERCED HAS ESTABLISHED AGRICUL T\JRE AS A PRIORllY USE IN

AGRICULTURAL ZONES WHICH ARE OUTSIDE OF AN ESTABLISHED SPECIFIC URBAN DEVELOPMENT PLAN (SUOP) BOUNDARY. RURAL RESIDENTIAL CENTER (RAC) BOUNDARY, HIGHWAY INTERCHANGE CENTER (HIC) BOUNDARY, OR AGR\CUL TURAL SERVICE CENTER (ASC) BOUNDARY, AND RESIDENTS OF PROPERTY IN THE VICINITY OF SUCH AGRICUL TURAl

ZONES SHOULD BE PREPARED TO ACCEPT INCONVENIENCE OR DISCOMFORT FROM NORMAL, NECESSARY AGRICULTURAL OPERATIONS.

RECORDER'S STATEMENT
FILEDTHIS~~DAYOF ,-/t:".·,,z,.-~ , 2019,AT ;1.• 1Y"; O'CLOCK,AM, IN VOL '-'.!."l~ OF OFFICIAL PLATS, AT PAGES __Ll}_,11.__, ATTHEREOUEST OF DYLAN CRAWFORD.

FEE$ "l:f"1•~-

BARBARA LEVEY, RECORDER
MERCED COUNTY, CALIFORNIA BYc ~ / (....-,\.._,--.

ASSIST EPUTY RECORDER
VOL~ PAGE _lQ_ SHEET 1 OF 3
41 REFERENCED RECORD DOCUMENTS MERCED COUNTY RECORDS
(A-1) VOLUME 76 OF OFFICIAL PLATS, PAGES 22·30 M.C.A. (VILLAGES IV, PHASE 18) (A-2) VOLUME 108 OF PARCEL MAPS, PAGES 4--5, M.C.A.
(A·3) VOLUME 28 OF SURVEYS, PAGES 9·12, M.C.A.
(R-4) VOLUME BO OF OFFICIAL PLATS, PAGES 36-40, M.C.A. (VILLAGES VII, PHASE 1, UNIT 1) {R-5) VOLUME 99 OF PARCEL MAPS, PAGES 11 -12, M.C.R.
{R-6) VOLUME 29 OF PARCEL MAPS, PAGE 20, M.C.R.
(A-7) VOLUME 81 OF OFFICIAL PLATS, PAGES 13-16, M.C.R. (VILLAGES VII, PHASE 1, UNIT 2)

BASIS OF BEARINGS
NB9"54'39"E BEING THE BEARING OF THE LINE BETWEEN MERCED COUNTY GPS PT. 1023 AND MERCED COUNTY GPS PT. 1024 (R-3). BEARINGS AND DISTANCES ARE 8ASED UPON CALIFOANtA COORDINATE SYSTEM ZONE Ill NAD83. TO GET GROUND DISTANCES MULTIPLY GRID DISTANCES SHOWN BY 1.000001S.

LINE TABLE IS FOR COURSES

SHOWN ON THIS SHEET ONLY

LINE TABLE
LINE# DIRECTION LENGTH
L1 N89°20'09"E 26.29'
l2 N52"48'54"E 58.14' I
L3 NS5°35'31"E 6/J.77 I
L4 N243
24'29"W 45.16' I
L5 N88°3-3'49"W 198.00' I
l.6 N1'02'18"E 33.02' 1
1 L7 N88°'57'4i-.Y 110.00' I
l
N
l
100 200 400
FD J/4'' IP
"LS 4071 "
PER (R-5)-----._
/
/
?t..l?CSL \ Q12 ?I-.~ \ ·1 _, \ '2.

SEE :f
SHEET3 ~
~ l UNIT 1 §1
TRAC T 2004-05
VILLAGES Ill
PHAS[ I
79 OP 16-25
\
---- _ _____,
/',_,/''
_, {, b

1.-0' '/\_i,
'1,0 c:F -
-------
i LB I t,m1'07'24'E 11737
M)(A-4)
M)(A·4)
M)(A-4)
M)(A-4)
M)(A-4)
M)(A-4)
M)IA-4)
(M)(A-4) I SCALE: t• "' 200'
~ ~ -'.222 ACRES ~
1il '- ~
I ' \ f[ fci; ~ 6•9"16:1T A-32400 f z
/
i!e' L-52.43'
~~ (R-4)
- -' l2(A-4) 1:::!l L1 (A-4)
·> c ?•'·.
'1,0'-,oi··--
~ ;,f
,
/
\ ~ L6\A•4l
\ ~ ~ ' \
COUNTY LIMIT LtNE
COUNTY

OF MERCED
'":l.:, ,
6'~
- -- ' C, BO \)( wv ,~~ I
~
?-i: ~c: v,.: 1"::: r"~:v": ~ ~.cc[ss - ! 1 ''%>- I
Q & UTiUT'1 t"AS£~'.(NT I I
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~ I ' ·') . od' ,/ I <" ? "I \,,0 n\_.~••
~~n-.\oER ' .,~-:1c...-·- .... s r::/' -:. R~• f\ '~f G , " 0 , - " • '1,0 ?ARC---AO ' "' 31,-A -,o?;, I • BO or oo ~ ,u I '\._
FD r IP "' FD 2" IP , ;. •
/
NO TAG NO REF '\. NO TAG, NO REF L•D 3/4 IP
FD COTTON SPINDLE O.B' l\l()RTH OF CORNER '- 0.5' EAST OF CORNER I NO TAG ECTION / NO TAG PER (R-6) OID lJtT ACCEPT DID NOT ACCEPT I PER (R - 2) :ORNER, / N89°58"10"E 667.13'(M)(A-2)1A-5) CITY OF LOS BANOS • " S.F.N "-='- _ ---,j'- C =---L - --- - --- - -PIONEER ROAD - --- - --- --- - --(,•-- - _ _l_ - - /---- N89"58'10"E 93025(M)(R4) 930.38'(R~) N89°58'10"E 1335.27(M)fi2)(R-4)(A-5) ~ --- -;;rs---- - ~ / FD MAG 'IIA!L &: SH INER, S 1/4 CORNER OF SECTION 21 • COUNTYLIMITLINE " , NO TAG. NO REF. COUNTY OF MERCED FD J / 4'" IP TAGGED COUNTY OF MERCED

LEGEND AND ABBREVIATIONS

RESOLVED BOUNDARY LINE

CENTERLINE

EXISTINGEASEMENT LINE
iiiisisoFBEAAINGTIELINE
NOTES
AC.

FO
IP
(Ml
(M·M)
OP
PM
M.C.R
(A-•I
(A)
SFN
(Tl
W.C.

ACRES
FOUND
tRON PIPE-DIAMETER NOTED

MEASURED DISTANCE

MONUMENT TO MONUMENT

OFFICIAL PLATS

PARCEL MAP

MERCED COUNTY RECORDS

REFERENCED RECORD DOCUMENT

RADIAL BEARING

SEARCHED, FOUND NOTHING

TOTAL DISTANCE

WITNESS CORNEA

1. THIS SUBDIVISION CONTAINS A TOTAL OF 4.222 ACRES, MORE OR LESS.

2. ALL DISTANCES SHOWN HEREON ARE GRID DISTANCES, MULTIPLY GRID DISTANCES SHOWN BY 1.0000016 TO GET GROUND DISTANCES.

3. ALL DISTANCES ARE MEASURED UNLESS OTHERWISE NOTED.

4. DISTANCES ANO DIMENSIONS ARE SHOWN IN FEET AND DECIMALS THEREOF.

5. ALL FOUND MONUMENTS ARE ACCEPTED UNLESS OTl•IERWISS NOTED.

MONUMENT NOTES
o SET 3/4" x iW IRON PIPE WI PLASTIC PLUG "PLS 7788" FOR UNPAVED AREAS OR 1.17" BRASS DISK STAMPED "PLS 7788" FOR

CONCRETE AREAS
@ SET 3/4" x 24~ IRON PIPE WI PLASTIC PLUG "PLS 7788" IN MONUMENT WELL J SET 3/4" x 24" IRON PIPE WI PLASTIC PLUG "PLS 7788" FOR ALL REAR LOT CORNEAS (UNLESSOTH!:AWISE NOTED). SET 1.17"
BRASS DISK STAMPED "PLS 7755· \N SIDEWALK 1.00' ON PROPERTY LINE PROJECTION FOR ALL FRONT LOT CORNERS.
~ SET 5.00' WITNESS CORNER, UNLESS OTHERWISE NOTED,

MEASURED ALONG LOT LINE, RADIAL LINE OR PERPENDICULAR TO STREET CENTERLINE AS NOTED. 3W x 24" IRON PIPE WI PLASTIC PLUG "PL$ 7788".
:i( SET 1.00' WITNESS CORNEA IN SIDEWALK, MEASURED ALONG

RADIAL LINE OR PERPENDICULAR TO STREET CENTERLINE AS
NOTED. 1.17" BRASS DISK STAMPED "PLS 7788".
• FOUND MONUMENT AS NOTED
(!) FOUND 2" BRASS DISK STAMPED "LS 7788" IN MONUMENT WELL PER (R·S), UNLESS OTHERWISE NOTED
o 3/4" x 24" IRON PIPE WITH PLASTIC PLUG "PLS 77B8" TO BE SET PER (A-41 TRACT NO: 2017-01

STONECREEK AT LOS BANOS
THE VILLAGES VII-PHASE 1 B, UNIT 1
BEING LOT D, TRACT NO. 2017-01, VOLUME 80 OP PAGES 36-40, LYING IN THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 10 SOUTH, RANGE 10 EAST MOUNT DIABLO BASE AND MERIDIAN

CITY OF LOS BANOS, MERCED COUNTY, CALIFORNIA
SEPTEMBER 2019
...,DELL
/
GPSSTATIOf\11023 a.as· WEST OF CORNER "LS 4156" lN MON WELL PER PM (R-1 } F02"01SK RCE15310 SrN [1 " I.P. PER (R6)) GPSSTATION1024 PER {A-3) ' . ~\. _ FD 2" DISK, ENGlNEE R lNG
1165 Scenic Drive. Suite A
Modesto, CA 95350
Ph 209. 571 . 1765 odallengineeting.com
-- - - --- - - --- - - ------...JL____ - ~ --- - - --- - - - - - - - N89"S4'39"E65,o.B3'(MJ(A2)iA.J) --- - - --- - - --- - - - - - - - -~RCE15310PER (A·3) BASIS Of BEARINGS VOL i-i. PAGE_ll__ SHEET 2 OF 3
42 I
~[ 25 \ :fJ\ I[: I I - PER (R- 4)'"" 2;,: :!!
~: 1• w.c. 10 eE sn1 $':.' I li! j 26 1· 27 28
'°I N88"57'42'W 110.001M)(A-4)(R-7) ..... Nl°OllB'E ' 1· I • 33.0Z(R-4)(R-7) 8 1 1 g ....-J Nff/1'33'49"\V 198 00 {M)(R-4)(R 7) ---._ g 5,500S.F. Ig c:,._ j 1 16200'(R7) -Cl...,__\
I 52 110.00' Ii 36.00'
-,N~ea=·s=r~•2""-w""'11,.,o"' .oo""· - 1--/ -t ,_ I 50 _ IIR-<)(R-7) I ~; 5,906S.F. a o 2 lg ' , g 6,600S.F. i g t- lO P.U.E co I 26' 1 26' T N88°57'42"W 110.00'
NB8"57'42"W 110.00:::i- , I l
gl 49
3 10· P.U.[,-1 S g1 6,600S.F. I
g
g
29 I 30 31
\ TH£ VILLAGES VII
PHASE 1, UNIT 2 \
81 OP 13-16 :
g
g 5,500S.F. ,g LINE AND CURVE TABLES ARE FOR
I I N88"57'42"W 11 0.00' I
;g
8 i
I 4 g; 6,600S.F. 1iil
I I
ii I N88°57'42"W 110.00' I 81
5 1. gi
g I~ g 5,500S.F. ,:;: :.::
<.)
N88°57'42"W 110.00' < :, I
I
NSBcS7'42"'W 110.00'
48 5,500S.F. j
N88°57'42"W 110.00'
47 6,600S.F. ~
N88°57'42"W 110.00'
46 5,500S.F.

COURSES SHOWN ON THIS SHEET ONLY

LINE TABLE
LINE# DIRECTION
L1 N89°20'09'E
l2 N52"48'54"E
L3 N65°35'31''E
L4 N24°24'29"W
LS NS2"02·srw
LENGTH

26.29'

58.14'
6lJ.TT

45.16'

31.83'
-
(Ml(R-4)
(M)(R-4)
(M)(R-4!
IM)(R-4)
32 I
I
I
I
\
33 \ 34
~ s- 1 • =- l;;;-!i' 8 1
~ 6 lg ;:i 2:1/ iil; I }ij'",-.. •
I?' 6,600S.F. i g
121:; 1·; ~ i '0~ :
8 ;;i
NB8°57'4.c - "" .. '""" l lU.l/V ' •Ii CURVE#

CURVE TABLE
RADIUS l (:EUA lENGTH \,0\ ~<'o,,,D~ ~ CJ
~~ a:a: N88"S7'42"W 110.00'
~h 7 i~ g iii~
5,500S.F.
- N88°57'42"W 110.00'
g 8
g 6,600S.F.

N88°57'42"W 110.00'
8 9
g S,SOOS.F.

N88°57'42"W 110.00'
~ 10
:. 6.600S.F.

N88°57'42-W 110.00'
ll: 11
~ 5,498S.F.
lg
;st
' I
I
I<!
1:.

I
1g
l (R
I
f!
8 ..
;
: ?
! ~ g' 45
~ I ~ g; 6,600S.F.
!
~ ! i
~
~ ! N88°57"42'W 110.00'
~ I ig 44
5,500S.F. z :;:

I NBB0
57'42'W 110.00'
I
gi 43
:,ii 6,600S.F.

I
I
N88°57'42"W 110.!Xl' I
g, 42
tiil 5.500S.F.

N88"57'4rl/ 1 I0.00'
:- 10· P.U.L
o; 41
g; 6,000 S.F.

I
11')' n.uE1
N88°57'42"W 110.00' I 25•
N88°57'42'W 110.00'
I 26'
~ 12 '• $ 6,847 S.F. :I! 40
c,
i- -NBB0 44'4rE(R) 110.39'
13 5l 6,512S.F. lli
gla gm
;
-•,:
j
8 g
.
~ :;:
g
g
<,
~ l,
Cl 324.00' I 9°16'17"" 52.43' (
c, 376.00 \ 9°54'54" 65.07'
'M)(R-4)
'o() ()
C3 ,,s.oo· I 7"3723' 50.03'
C4 376.00' ! 2"17'31" 15.04'
cs 350.00' 1 10°31'47" 64.32'
C6 324.oo· I 1•34•or 8.87'
·\ e, ,,,D~
\,Cl? 'J<'o
'oC) C)

REFERENCED RECORD DOCUMENTS MERCED COUNTY RECORDS
(R-1) VOLUME 76 OF OFFICIAL PLATS, PAGES 22-30 M.C.R. {VILLAGES 1V, PHASE 1B) (R-2) VOLUME 1 08 OF PARCEL MAPS, PAGES 4-5, M.C.R,
(R-3) VOLUME 28 OF SURVEYS, PAGES 9-12, M.C.R.
(R-4) VOLUME 80 OF OFFICIAL PLATS, PAGES 36·40, M.C.A. (VILLAGES VU, PHASE 1, UNIT 1) (R•5) VOLUME 99 OF PARCEL MAPS, PAGES 11 -12, M.C,R.
(R-6) VOLUME 29 OF PARCEL MAPS, PAGE 20, M.C.R.
(A-7) VOLUME 81 OF OFFICIAL PLATS, PAGES 13·16, M.C.R. (VILLAGES VII, PHASE 1, UNIT 2) WITNESS CORNER WlLL
BE SET PER VllLAGES Vll,
PHASE 1 B, UNIT 2 FINAi.. MAP

ABBREVIATIONS

FD FOUND

IP IRON PIPE-DIAMETER NOTED
(Mt MEASURED DISTANCE
(M·B) MONUMENT TO BOUNDARY
(M•M} MONUMENT TO MONUMENT

OP OFFICIAL PLATS

PM PARCEL MAP
P.U.E. PUBLIC UTILITY EASEMENT
M.C.R. MERCED COUNTY RECORDS

MONUMENT NOTES
o SET 3/4" x 24" IRON PIPE WI PLASTIC PLUG ' PLS 7788" FOR UNPAVED AREAS OR 1.17' BRASS DISK STAMPED "PLS 7788" FOR

CONCRETE AREAS
@ SET 3/4" x 24" IRON PIPE W/ PLASTIC PLUG "PLS 7788" IN MONUMENT WELL T SET 3/4" x 24" IRON PIPE W/ PLASTIC PLUG "PLS 7788" FOR All REAR LOT CORNERS (UNLESS OTHERWISE NOTED). SET 1.1 r BAAS$ DISK STAMPED "PLS 7788" IN SIDEWALK 1.00' ON PROPERiy LINE PROJECTION FOR All FRONT LOT CORNERS.
(A-#) REFERENCED RECORD DOCUMENT 8 SET 5.00' WITNESS CORNER, UNLESS OTHERWISE NOTED,

MEASURED ALONG LOT LINE, RADIAL LINE OR PERPENDICULAR TO STREET CENTERLINE AS NOTED. 3W x 24" IRON PIPE WI PLASTIC PLUG 'PLS 7788'.
(RI RADIAL BEARING

SFN SEARCHED, FOUND NOTHING
S.F. SQUARE FEET
(T) TOTAL DISTANCE )J:" SET 1.00' WITNESS CORNER IN SIDEWALK, MEASURED ALONG

RADIAL LINE OR PERPENDICULAR TO STREET CENTERLINE AS
NOTED. 1.1r BRASS DISK STAMPED "PLS 778S-.

W.C. WITNESS CORNER
LEGEND
• FOUND MONUMENT AS NOTED
@ FOUND 2" BRASS DISK ST AMPED "t.S 778&- IN MONUMENT WELL PEA (A·6), UNLESS OTHERWISE NOTED
RE SOL VEO 80UNOAR-Y LINE

CENTERLINE
3/4'· x 24~ IRON PIPE WITH PLASTIC PLUG "PLS 7788 " TO BE SET PER (A-4)

EASEMENT LINE
NOTES

1. THIS SUBDIVISION CONTAINS A TOTAL OF 4.222 ACRES, MORE OR LESS.

2. All DISTANCES SHOWN HEREON ARE GRJD DISTANCES, MULTJPL Y GRID DISTANCES SHOWN BY 1.0000016 TO GET GROUND DISTANCES.

3. All DISTANCES ARE MEASURED UNLESS OTHERWISE NOTED.

4. DISTANCES AND DIMENSIONS ARE SHOWN IN FEET ANO DECIMALS THEREOF.

5. All FOUND MONUMENTS ARE ACCEPTED UNLESS OTHERWISE NOTED.

BASIS OF BEARINGS
N89"54'39"E BEING THE BEARING OF THE LINE BETWEEN MERCED COUNTY GPS PT. 1023 AND MERCED COUNTY GPS PT. 1024 (R-3).

BEARINGS AND DISTANCES ARE BASED UPON CALIFORNIA
COORDINATE SYSTEM ZONE Ill NAO 83. TO GET GROUND DISTANCES MUL Tl PLY GRID DISTANCES SHOWN BY 1.0000016.

I
N
!]
25 50
SCALE: 1'-=50'
TRACT NO: 2017-01

STONECREEK AT LOS BANOS
THE VILLAGES VII-PHASE 1 B, UNIT 1
BEING LOT D, TRACT NO. 2017-01, VOLUME 80 OP PAGES 36-40, LYING IN THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 10 SOUTH, RANGE 1 O EAST MOUNT DIABLO BASE AND MERIDIAN

CITY OF LOS BANOS, MERCED COUNTY, CALIFORNIA
SEPTEMBER 2019
100
ELL
-ENGlN-E-E-RlNG
1 1 65 Scenic Drive, Suite A
Modesto, CA 95350
Ph 209. 571 .1765 odellengineering.com
VOL '6 '1.. PAGE 1L SHEET 3 OF 3
43 44
c..
ro
~
QJ
+-'
V)
45 46
LOsBanos
At ti .f lifm nia
Agenda Staff Report
TO:

FROM:

DATE:

Mayor and City Council Members
Ivan Mendez, Police Sergeant ~
February 19, 2025
SUBJECT: 2025 Elks Lodge Gratitude Grant
TYPE OF REPORT: Consent Agenda
Recommendation:

Approve the acceptance of a Elks Lodge Gratitude Grant, in the amount of $3,500 for Fiscal Year 2024-2025 and approve an increase in City expenditures and revenues in the amount of $3,500 for Fiscal Year 2024-2025.

Discussion:

Los Banos Elks Lodge 2510 was awarded the 2025 Elks Lodge Gratitude Grant in the amount of $3,500, and have designated the funds to the Los Banos Animal Shelter.

The purpose for the grant is to assist the staff in managing the feral cat population within the city limits.

The funds will provide staff the financial resources to complete spay/neuter surgeries and vaccinations to humanly manage specific feral cat communities by preventing reproduction, mitigate nuisance behavior, improving overall health within the cat communities, and reducing intake at our shelter.

ITEM 6E
47 The budget for this grant, including account numbers are as follows:

Revenues:

Other Grants:

Expenditures:

Technical Services
Fiscal Impact:
100-000-339-010 $3,500
100-429-160-238 $3,500
Revenues and Expenditures for the 2024-2025 Fiscal Year will increase in the amount of $3,500. A portion of this grant may extend into the 2025-2026 Fiscal Year budget period.

Reviewed by:

Brent Kuhn , Finance CONSULTANT
& ·~
GaryBriz~ , ?nterim City Manager
Attachments:
- Resolution
- Elks Lodge Gratitude Grant Acceptance Letter
48 RESOLUTION NO. --

A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF LOS BANOS APPROVING
THE ACCEPTANCE OF A $3,500 ELKS

LODGE GRATITUDE GRANT AND
AMENDING THE FISCAL YEAR 2024-2025

BUDGET BY INCREASING THE

APPROPRIATION AMOUNT FOR

EXPENDITURES AND REVENUES IN THE
AMOUNT OF $3,500.

WHEREAS, the Los Banos Animal Shelter in partnership with Elks Lodge 2510 will use the funds to manage the local feral cat population; and WHEREAS, the funds will be utilized for, but not limited to, completing spay/neuter surgeries for feral cats in our community, which we believe will reduce reproduction, mitigate nuisance behavior, improve overall health within the cat communities, reduce intake at our shelter, etc.

WHEREAS, the Los Banos Police Animal Shelter has been awarded a $3,500 grant from the Elks Lodge 2510.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Los Banos does hereby approve the acceptance of the 2025 Elks Lodge Gratitude Grant in the amount of $3,500 beginning February 19, 2025 to provide us funding that will be used towards completing spay/neuter surgeries for feral cats and provide necessary vaccinations, and increase the appropriation limit for revenues in the amount of $3,500; and expenditures in the amount of $3,500. The budget for this grant, including account numbers is as follows:

Revenues:

Other Grants: 100-000-339-010 $3,500
Expenditures:

Special Program 100-429-160-238 $3,500
The foregoing Resolution was introduced at a regular meeting of the City Council of the City of Los Banos held on the 19th day of February 2025, by Council Member _ __ who moved its adoption, which motion was duly seconded by Council Member _ __ and the Resolution adopted by the following vote:

AYES:

NOES:

ABSENT:
49 APPROVED:

Michael Amabile, Mayor
ATTEST:

Lucille L. Mallonee, City Clerk
50 Dear Blanche ,
Congratulations I Your Lodge's 2024~25 Gratitude Grant applfcation has been ap- .provedl \'our Lodge will receive an approval letter and a grant check in the mail addressed to your Secretary within two weeks.

This grant must be used for the purposes stated on the approved application. The Lodge must contact the ENF with any changes to the grant.

After the grant has been used, please complete the online Final Report. Lodges that do not complete the Final Report will be not eligible for future grants. * Approval is preliminary and subject to change.

Sincerely,
Programs Department
Elks National Foundation
51 52
La1sBanos
At the Crossroads of California
Agenda Staff Report
TO: Mayor & City Council Members
FROM: Charles Bergson, P.E., Public Works Director/Cit
DATE: February 19, 2025
TYPE OF REPORT: Consent Agenda
SUBJECT: Merced Multijurisdictional Local Roadway Safety Plan Prepared by Merced County Association of Governments
Recommendation:

That the City Council adopt a Resolution adopting the Merced Multijurisdictional Local Roadway Safety Plan (LRSP).

Background:

In 2024, the Merced County Association of Governments (MCAG) commissioned a study to review road safety in six Merced County cities. The City of Los Banos selected to be part of the study. The study looked at the transportation systems within the City with the goal of identifying areas of safety concern and methods to reduce accidents and injuries.

The end product of the study was the final Merced Multijurisdictional Local Roadway Safety Plan (LRSP). The link to view the entire LRSP report can be found here:
https://www.mcagov.org/397 /Multijurisdictional-Local-Roadway-Safety Discussion:

The preparation of the LRSP was a collaborative effort between the participating cities, a diverse stakeholder working group, and input from the public. The LRSP outlines targeted strategies to reduce traffic-related fatalities and serious injuries for all road users (vehicles, bicyclists and pedestrians) through a proactive, data-driven approach.

An important outcome of the LRSP is a guideline of safety enhancement projects for the City to consider during budget development, and its adoption is a critical component for ITEM 6F
53 the City to be eligible for funding opportunities under the Safe Streets and Roads for All (SS4A) Program and the Highway Safety Improvement Program (HSIP).

The report identified improvements in the downtown area along the 6th St and K St corridors, consideration of a roundabout at Overland and Stonewood, and two projects on Mercey Springs Rd at the intersections of Dove St and Willmott Ave. City staff is reviewing the identified downtown safety measures and is currently in discussions with Caltrans on the improvements identified on Mercey Springs Rd.

Fiscal Impact:

There is no Fiscal Impact associated with the adoption of the recommended Resolution.

By adopting the LRSP, the City becomes eligible to apply for grant funding under various State funding opportunities.

Reviewed by:

G&~ll'Jf!lnterim City Manager Brent Kuhn, Finance Department Attachments:

Resolution
Merced Multijurisdictional Local Roadway Safety Plan, Los Banos Section 54 RESOLUTION NO. --

A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF LOS BANOS ADOPTING THE

MULTIJURISDICTIONAL LOCAL ROADWAY

SAFETY PLAN (LRSP)
WHEREAS, road safety is a critical component of transportation planning, aimed at reducing fatalities and serious injuries caused by road traffic incidents; and WHEREAS, the Federal Government, through the Safe Streets and Roads for All Program (SS4A) and the Highway Safety Improvement Program (HSIP), provides funding to support efforts in reducing traffic accidents, fatalities, and injuries; and WHEREAS, a Local Roadway Safety Plan has been prepared for the purpose of complying with the eligibility requirements related to the Safe Streets and Roads for All (SS4A) Program and the Highway Safety Improvement Program (HSIP); and WHEREAS, the Merced County Association of Governments, in collaboration with the six cities of Merced County, including the City of Los Banos, a diverse stakeholder working group, and input from the public, has developed a comprehensive Multijurisdictional Local Roadway Safety Plan (LRSP) that outlines targeted strategies to reduce traffic-related fatalities and serious injuries for all road users through a proactive, data-driven approach, while also ensuring that all cities are eligible for funding opportunities under the Safe Streets and Roads for All (SS4A) Program and the Highway Safety Improvement Program (HSIP) for critical safety enhancements; and WHEREAS, the City of Los Banos seeks to leverage available funding to implement a Local Roadway Safety Plan that will reduce transportation-related fatalities and serious injuries through proactive safety measures.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Los Banos hereby adopts the Multijurisdictional Local Roadway Safety Plan.

The foregoing Resolution was introduced at a regular meeting of the City Council of the City of Los Banos held on the 19th day of February 2025, by Council Member ___ who moved its adoption, which motion was duly seconded by Council Member ___ and the Resolution adopted by the following vote:

AYES:

NOES:

ABSENT:

APPROVED:

Michael S. Amabile, Mayor
ATTEST:

Lucille L. Mallonee, City Clerk
55 56
57 Chapter 2 of Caltrans' Local Roadway Safety
Manual (LRSM) instructs safety practitioners to
"consider a wide range of data sources to get
an overall picture of the safety needs." To this
end, this Local Roadway Safety Plan is datadriven and synthesizes findings from collison records alongside input from key stakeholders, a
technical advisory group, and staff.

Collision records on roadways in Los Banos from
2015 to 2022 were investigated to describe
historic collision trends and identify high-risk
locations. This information acts as a primary
resource for this Plan, providing the underlying
data to support key analyses.

The data-driven process for the creation of
this Plan includes:
• Examination of Collision Trends
Review of collision statistics to evaluate
when, where, and why collisions occur and
who is involved .
• Development of a High-Injury Network
Identification of roadways where most
injury collisions are concentrated for
targeted intervention.
• Development of Collision Profiles of
Emphasis
Identification of the most prevalent
collision types and contexts based on a
combination of collision factors.
• Creation of a Countermeasure Toolbox
Identification of effective, nationally
proven countermeasures applicable to
different collision profiles.
• Identification of Priority Project Locations
Identification of locations suitable for
project implementation based on collision
density and community verification.

The following section presents findings from
the first of these stages of data analysis,
identifying collision patterns and trends.
58 59
Collisions by Year and by Mode
The table below provides a summary
of the number of collisions in Los
Banos by mode and severity within the
dataset, which includes all collisions that
resulted in injury or fatality. From 2015
to 2022, there were a total of 1,143
injury collisions, of which 128 were KSI
collisions: collisions where someone was
killed or ~everely injured.

Collision Summary Total KSI
Total 1,143 128
Bicycle 73 10
Pedestrian 105 35
Figures 5.1 and 5.2 show the temporal
trends of collisions in Los Banos. As
shown, the annual number of injury
collisions in Los Banos has been on
a general upward trajectory through
the study period. The number of KSI
collisions per year over the study period
saw a significant increase in 2018, and
has plateaued in the years since.

People walking or biking are particularly
vulnerable in the event of a collision,
as they lack the protection afforded to
them by being inside a motor vehicle.

As a result, collisions involving people
walking or biking are more likely to
result in injury and fatality. As shown in
Figure 5.3, people walking and biking are
involved in 16% of all injury collisions,
but 36% of KSI collisions.
243
60 244
Collisions by Collision Type
Figure 5.4 illustrates the share of collisions in
the study period that fall into each collision
type. As shown, the most common collision
types across all injury collisions in Los Banos
are broadside collisions and rear-end collisions
at 32% each. However, KSI collisions show
a different breakdown. Vehicle-pedestrian
collisions are the most common, at 26%,
followed by broadside collisions at 23%, and
rear-end collisions at 14%.

This illustrates the disproportionate impact
in severity that collision type can play. For
example, while rear-ends account for a large
share of overall collisions, they are generally
less likely to result in fatalities and severe
injuries. By contrast, broadsides are more
represented amongst KSI collisions, as they
typically involve more kinetic energy and result
in more serious collision outcomes.

This also further illustrates the significantly
disproportionate impact people walking
face in the event of a collision, as vehiclepedestrian collisions are significantly overrepresented in the KSI collision record.

Collisions by Primary Collision Factor
Figure 5.5 illustrates the share of collisions in
the study period that are classified under each
Primary Collision Factor (PCF). PCFs are cited
by the responding officer and are based on
that person's judgment of what contributed to
the collision. It is important to note that PCFs
do not include contextual information about
the design aspects of the collision location
that could have been primary or secondary
contributors to a collision.

In Los Banos, the most common PCFs are
Unsafe Speed at 28% of collisions, Vehicle
Right of Way Violations at 25%, and Improper
Turning at 15%.

The most common PCFs for KSI collisions are
Pedestrian-Related at 24%, Improper Turning
and Unsafe Speed at 16% each, and Vehicle
61 62
246
Collisions by Lighting Conditions
Figure 5.6 illustrates the share of collisions
in the study period that occur at night*.

As shown, nighttime collisions are
overrepresented among KSI collisions. While
26% of all injury collisions occurred at night
where streetlights were present and a further
4% occurred where streetlights were not
present or present but not functioning, those
percentages jump to 39% and 10% for KSI
collisions, respectively.

Collisions that occur during nighttime also
disproportionately affect people walking. 39%
of pedestrian injury collisions occurred at
night where streetlights were present and a
further 10% occurred where streetlights were
not present or present but not functioning,
the same proportions as overall KSI collisions.

The percentages for pedestrian KSI collisions
are higher still, at 60% and 20%, respectively.

The concern around lighting is especially
relevant given Los Banos' small-town context
and rural surroundings. There continues to
be locations without functional street lighting
in the City, and collisions at those locations
are well-represented in the KSI collision
record. Even where streetlights were present,
the quality of the lighting can vary widely.

Factors that may contribute to the quality of
streetlights include lights being insufficiently
bright, placed too widely apart, or poor quality
of lighting for people walking on the sidewalk,
as streetlights are often designed primarily for
vehicles in travel lanes.
* Nighttime collisions are defined as those collisions
whose lighting information is not reported as "daylight".

Driving Under the Influence (DUI)
Figure 5.7 illustrates the share of collisions of
various types in the study period that involved
at least one party driving under the influence
(DUI). Drugs or alcohol increase the likelihood
of increased crash severity. As shown, the
number of DUI collisions are overrepresented
amongst KSI collisions. While 8% of all injury
collisions involve drugs or alcohol in Los Banos,
19% of KSI collisions do.

These percentages reflect the portion of
collisions involving one or more parties
determined to be under the influence of drugs
or alcohol. Driving under the influence may
not always be listed as the primary collision
factor even if a driver is found to be under the
influence.
63 64
Collisions by Pedestrian Location
Figure 5.8 illustrates for pedestrian-involved
collisions the location of the pedestrian(s)
at the time of collision. The most common
location for pedestrians at the time of collision
is crossing the street, whether at a marked
crosswalk (41%) or not (30%). This is followed
by walking in or along the shoulder of the
roadway, at 18%. These percentages are
mirrored for pedestrian KSI collisions, with
crossing not at a crosswalk being the most
common location at 43%, followed by walking
in or along the shoulder of the roadway at
26%, and crossing at crosswalks at 23%.

Furthermore, 8% of pedestrian-involved
collisions and 6% of pedestrian-involved KSI
collisions occurred with the pedestrian(s) not
on the roadway at all.

This data points to the importance of ensuring
that existing crosswalks are safe and properly
protect users, and that pedestrian desire lines
currently unserved by sidewalks and existing
crosswalks are properly served.

High Injury Network
From the collision data, a High Injury Network
was developed to identify the roadways in Los
Banos with the highest levels of injury collisions,
as shown on Figure 5.9.

The High Injury Network consists of just 8% of
the roadway network in Los Banos, but is the
site of the vast majority of injury collisions.
1,143 collisions occurred during the study
period. Of these, 763, or 67%, were located
along the network. 128 of these study period
collisions were KS ls, of which 85, or 66%, were
located along the network.
65 Figure 5.9
High Injury Network
City of Los Banos
~ ..,
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~ i
'T St ~ Willmott. Rd
~ 165
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249
66 250
Equity Considerations
Both Merced County and the larger Central
Valley region have historically been subject
to underinvestment and marginalization. As
a result, most of the region, including most
areas within the six cities covered by this
Plan, are identified as disadvantaged by the
various criteria used by the state and Federal
governments.

The federal government has introduced
a number of tools used to identify
disadvantaged communities. In particular, two
of these, the Climate and Economic Justice
Screening Tool (CEJST) and the Equitable
Transportation Communities (ETC) Explorer,
are of particular note, as they see extensive
use by the United States Department of
Transportation (USDOT) in delineating
disadvantaged areas, especially as part of
grant funding opportunities.

Climate and Economic Justice
Screening Tool (CEJST)
The Climate and Economic Justice Screening
Tool (CEJST) is maintained by the Federal
Council on Environmental Quality and used
by many Federal programs as a means of
identifying disadvantaged communities.

Census tracts are screened based on a variety
of factors, including climate, energy, health,
housing, transportation, legacy pollution,
waste, and workforce development.

Equitable Transportation
Communities (ETC) Explorer
USDOT created Equitable Transportation
Communities (ETC) Explorer as part of its
Justice40 initiative to complement the
CEJST by providing additional insight into
transportation factors specifically. The ETC
Explorer is meant to capture the cumulative
burden of underinvestment in transportation
in a community.

Figure 5.10 shows areas in Los Banos
identified as disadvantaged under these
two criterion. As shown, almost the entirety
of Los Banos, as well as all surrounding
unincorporated areas, is identified as
disadvantaged by the CEJST, with the singular
exception of an area in the southwest of
the city, situated west of Mercey Springs
Road, between Pacheco Boulevard and
Pioneer Road. In addition, almost all of the
built-up areas of Los Banos outside of the
aforementioned area between Pacheco
Boulevard and Pioneer Road are identified as
disadvantaged by the ETC Explorer as well.

The vast majority of collisions in Los Banos
occur within these disadvantaged areas,
including 96% of all injury collisions and 98%
of all KSI collisions.
67 Figure 5.10
CEJST and ETC Explorer Results
City of Los Banos
~ identified as disadvantaged by CEJST A
identified as disadvantaged by ETC Explorer
W identified as disadvantaged by both
68 69
Through a systemic analysis of collision
records, collision profiles were identified
to represent the most significant patterns
behind injury collisions - and especially KSI
collisions - in the region. Seven such profiles,
identified with the letters "A" through "G"
were identified across the region, with each
one applicable to one, several, or all of the
communities covered by this LRSP.

Los Banos is covered by six of these profiles:

A. Driving Under The Influence
B. Dark Conditions
C. Side Street Stop-Controlled Intersections
D. Excessive Roadway and Lane
Widths Leading To Speeding
E. Driveway Clusters on Arterials
F. Non-Standard Intersection Geometry
The following pages contain cutsheets that
present each collision profile, along with the
following information:
• Description and associated information
about each profile
• Number of collisions associated, including
number of KSI collisions among those
(note that profiles are not mutually
exclusive; collisions can fall under multiple
profiles, and totals will exceed 100%)
• A map of collision locations
Engineering countermeasures that can
potentially address these collisions are also
presented with each profile. The full suite of
engineering countermeasures can be found in
Chapter 3 of Volume I.
70 PROFILE A II Driving Under The Influence
Driving under the influence is a significant
contributor to injury collisions, especially and
disproportionately to collisions that cause
someone to be killed or severely injured (KSI).

DUls are clustered around the weekend and
around nighttime. Across the region, 54% of
all DUI collisions occurred on Friday, Saturday,
and Sunday, and 65% occurred in the dark.

Injury KSls ~ 't,
105 26 3 15
{9%) (20%) (3%) (14%)
However, it is important to note that a
substantial number of DUI collisions occurred
outside these time periods as well.

Non-engineering interventions will need to
be the primary means of addressing these
challenges, but may be supplemented with
the listed engineering countermeasures that
aim to make roadway designs more forgiving
in general.

Potential Supplemental Engineering Countermeasures
254
Separated
Bikeway
Add
Sidewalk
Rumble
Strips
Improved
Pavement ....--... Friction
Speed
Feedback
Sign
Guardrail
Roundabout
Intersection
Reconstruction
and Tightening
,,..,,=,., LED~
,~"-,,-. Enhanced
Sign
Raised
Median
Delineators,
Reflectors,
and/or Object .__ __ Markers
---
Speed Limit
Reduction
Remove
Obstructions
For Sightlines
Upgrade
Striping
Red
Light
Cameras
Speed
•.i... Sensitive Rest
L. .... J in Red Signal
Curve Advance
Warning Sign
Chevron Signs
on Horizontal
Curves
Signal
Coordination/
Green Wave
71 Figure 5.11
Profile A Collisions
City of Los Banos
KSI collisions
• Other injury
collisions
A
Pacheco Blvd
•
"C· 0:: .

Ill
:!:::
(0
ll0
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:g i •
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Pioneer Rd
• •
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72 PROFILE B
256
Dark Conditions
A substantial number of collisions are
occurring in the nighttime across the region.

Based on the percentage of nighttime
collisions, meaningful progress toward
reducing collisions will require improvements
that enhance nighttime visibility such as
lighting, retroreflective signage, and sightline
improvements.

Potential Engineering Countermeasures
L...r-=~=--- Separated
Bikeway
Rumble Raised
Strips Median
Safety Intersection
Edge Lighting
Guardrail Setment
Lig ting
Intersection Delineators,
Reconstruction Reflectors,
and Tightening and/or Object
Markers
Chevron Signs Curve Advance on Horizontal Warning Sign Curves Injury KSls ~ ,;..
339 64 17 53
(30%} (50%} (5%) (16%)
Speed Limit
Reduction
Add
Sidewalk
Pedestrian
Hybrid
Beacon
Upgrade
Striping
Leading
Pedestrian
Interval
Rectangular
Rapid
Flashing ......,_;=._ Beacon
• • .!.

Retro reflective
Tape on Signals
• Advance
B~-~-- Stop Bar
73 Figure 5.12
Profile B Collisions
City of Los Ba nos
KSI collisions
• Other injury
collisions
A
Overland ~ e •
•
• • •
•
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Jt i• I
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•
•
Pioneer Rd
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74 ; ,·

PROFILE C
II Side Stre~t Stop-Controlled Intersections
Similar to permissive left-turn operations,
the question of who has right-of-way can
be confusing for drivers in side street
stop-controlled intersections. Accurately
judging and using a gap in traffic can also be
challenging. Similar to permissive left-turn
operations, high traffic volumes, high speeds,
and limited visibility due to roadway width
on the major crossing are factors that also
contribute to risk at these locations.

Side street stop-controlled intersections often
are accompanied by either an uncontrolled
crossing of the major roadway or no crossing
altogether. A long series of side street stopcontrolled intersections will thus likely create Injury KSls ~ j:,
338 37 28 30
{30%} {50%} {8%} {9%}
long stretches of the major roadway without
protected crossings for people walking, biking
or otherwise needing to cross the major street.

Los Banos saw a total of 338 collisions at sidestreet stop-controlled intersections, accounting for nearly 30% of all injury crashes within the
city. Concentrations of such incidents were at
major arteries such as I Street and Pacheco
Boulevard, but also many of the smaller
crosstown collector routes in the city. Of the
collisions, 37 were KSls and 58 involved bicycles
or pedestrians. The top PCFs were vehicle rightof-way violations, accounting for 39% of all such collisions, followed by speeding at 21% and
improper turning at 12%.
75 ~igure 5.13
Profile C Collisions
City of Los Banos
KSI collisions
• Other injury
collisions
A
• Pacheco Blvd
•
Overland Ave
•
Pioneer Rd
•
•
♦
•
QJ •
~
Q)
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C:
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V')
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r--
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(@)
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m
C:
•
San Luis St
..... Pacheco Blvd
. . -• .
"O
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~ m
C:

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i
B St I
•
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76 PROFILE C
■ Side Stre~t Stop-Controlled Intersections
260
Potential Engineering Countermeasures
Extend Bike
• ",I Lane to B=~~ Intersection
---
Green
Conflict
Striping
Separated
Bikeway
All-Way
Stop
Control
• ,_ Centerline
Hardening
• Advance
s::=:= Stop Bar
- - Roundabout
Signal
Upgrade
Striping
I Bus Stop i Relocation/ ••..,.i Enhancements
Prohibit
Left Turn
Lane
Narrowing
Median
Guardrail
Partial
Closure/
Diverter
Raised
Crosswalk
Raised
Intersection
Raised
Median
Refuge
Island
Flashing
Beacon as
Advance
Warning
Road
Diet
Splitter
Island
Straighten
Crosswalk
Intersection
Lighting
Delineators,
Reflectors,
and/or Object
Markers
Speed Limit
Reduction
Remove
Obstructions
For Sightlines
Add
Sidewalk
,. Yield To
Pedestrians
Sign
Injury KSls ~ 'i;,
338 37 28 30
(30%) (50%) (8%) (9%)
Upgrade
Uncontrolled Widen
Pedestrian Sidewalk
Crossings
Rectangular
Curb Rapid
Extensions Flashing
Beacon
Intersection
Reconstruction
and Tightening
Pedestrian Restrict Left Turns
Hybrid with Directional
Beacon Median Openings
Leading , Advance
Pedestrian • Yield
Interval Markings
Remove Speed
Crossing Feedback
Prohibition Sign
Restripe Striping
Crosswalk Through
Intersection
Up~ade TimeCur Based Turn
Ramp Restriction
Signal Upgrade
• Intersection Coordination/ • Pavement Green Wave Markings 77 PROFILE D
■ Excessive Roadway and Lane
Widths Leading To Speeding
Injury KSls
28% 16%
The region's agricultural heritage has resulted
in many roadways that are designed to be
wide enough to accommodate larger vehicles,
such as trucks and farm equipment. However,
many of these design features are no longer
necessary as many areas become more
residential or retail-oriented in character.

Many roadways around the region feature
more vehicle travel lanes than their demand
necessitates, which can influence driver
behavior towards higher speeds. Moreover,
many of the region's roadways feature travel
lanes that are wider (often significantly so)
than the maximum of 11ft recommended by
Potential Engineering Countermeasures
~;=:;;;.:: Extend Bike
.• "' Lane to
::~:;.:_ intersection
---
Green
Conflict
Striping
Separated
Bikeway
Rectangular
Rapid
Flashing
i.....;;=,_ Beacon
1 Improved
Pavement ..,._ ... Friction
Safety
Edge
Lane
Narrowing
~
'
Raised
Crosswalk
Raised
Intersection
Refuge
Island
Road
Diet
Improved
Pavement
Friction
Partial
Closure/
Diverter
Speed Limit
Reduction
Back-In
Angled
Parking
Add
Caltrans, which is another major contributor to
speeding behavior. High speeds on roadways
not only pose risks for vehicles, but also make
them less comfortable to walk or ride along and
to cross for bicyclists and pedestrians.

Speeding is a major contributor to injury
collisions in the region. It is cited as the primary
collision factor for nearly a quarter of all injury
collisions in the study area, as well as 14% of all
KSI collisions. It is also important to note that
speeding can also be a factor in other collisions
where it is not cited as the primary collision
factor, and that the number of speeding-related
collisions in the region is likely higher.

Extend Speed Legends
~ on Pavement at Pedestrian Sidewalk • Neighborhood Crossing Time Entries Extend Yellow I
Curb and All Red - ~ - Neighborhood Extensions Time Traffic Circle High-Visibility Shorten Remove
Cycle Obstructions Crosswalk Length For Sightlines
Pedestrian Signal • Advance Hybrid Stop Bar Coordination/ Beacon Green Wave
Remove Advance Speed Hum6 Crossing • Yield
Prohibition Markings or Speed Ta le
Restripe Curve Advance T -Intersection
Reconstruction Crosswalk Warning Sign and Tightening
Speed Delineators,
Widen Feedback Reflectors,
Sidewalk Sign and/or Object
Markers
261
78 PROFILE E
11111 Driveway Clusters 1111 on Arterials
262
Los Banos features many instances of the land
use typology of suburban, parking-fronted
shopping centers along high-speed, multilane arterials that feature frequent driveway ingresses and egresses. Frequent interactions
between fast-moving arterial traffic with
slow traffic turning from or to driveways is a
significant risk factor, with left turns to or from
such driveways being particularly conflictprone. Higher densities of these driveways add additional complexity and risk.

These contexts are particularly problematic
for people walking and biking, who must also
interact with frequent driveway crossings
while traveling on sidewalks or bike facilities
in such areas. These areas are also likely to
feature higher volumes of walking and biking,
Potential Engineering Countermeasures
Extend Bike
i '"' Lane to ___ Intersection
Separated
Bikeway
' Improved
Pavement
l,,-il~:,.i Friction
Lane
Narrowing
ij
Partial
Closure/
Diverter
Raised
Median
Refuge
Island
Road
Diet
Splitter
Island
Access
Management/
Close Driveway
Injury KSls cffe& i.
172 18 2 7
(15%) (14%) (1%) (4%)
as they are often significant destinations
featuring essential retail and services.

In Los Banos, this typology is found along
Pacheco Boulevard through most of its length
across town. A total of 172 collisions occurred
at driveway clusters along Pacheco Boulevard,
9 of which involved bicycles or pedestrians;
18 of these collisions were KSls. Nearly threequarters of these collisions involved either speeding or violating another vehicle's rightof-way as the PCF.

The engineering countermeasures below
should be supplemented with land use
improvements, such as enhancing pedestrian
access through parking lots and changes to
land use that feature more street-fronted
development.

Co-Locate • Advance Speed Limit • Yield Bus Stops and
Reduction Pedestrian -- Markings Crossings
• d: Remove .. "' . Striping Prohibit Obstructions ~ aja:'.~ Through Left Turn For Sightlines ': ■ Intersection Add - Upgrade
~ Intersection Raised
Sidewalk • Pavement Crosswalk
Markings
Access Curb Upgrade Management/ Extensions Striping Close Driveway Up~ade ,. Yield To Restrict Left Tums
Cur Pedestrians with Directional
Ramp Sign Median Openings
Widen Shared- I Segment Sidewalk Use Path Lighting
79 Figure 5.14
Profile E Collisions
City of Los Banos
KSI collisions
• Other injury
collisions
A
Pacheco Blvd
"'O
ex:
m' :!::
iii
tlO
.€
0 Oveda11d pwe
Cardoza~d
Pioneer Rd
.... ... V>
~
N
!Willmott Rd
•
QJ
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80 PROFILE F
Non-Standard
Intersection Geometry
Los Banos features a number of intersections
with more than four legs and/or roadways
intersecting at non-right angles, which
contributes to limited visibility, especially for
turning traffic. Moreover, these intersections
tend to be large by virtue of their geometry,
which lengthens crossing distances and makes
them especially difficult to navigate for people
biking and walking. They also can feature slip
lanes for certain turning movements that allow
free flow turning traffic to proceed at higher
speeds, which poses additional risk for people
walking and biking as well conflicting traffic.

Injury KSls (ffeb ~
48 4 3 11
(4%) (3%) (6%) (23%)
In Los Banos, prominent examples of such
intersections include, among others, that of
6th Street and Pacheco Boulevard; as well as
intersections along I Street between Illinois
Street and K Street, where it curves. There
are a total of 48 collisions in Los Banos at
intersections with non-standard geometries, of
which 4 are KSI collisions and 14 involve bikes
and pedestrians. Vehicle right-of-way violations
are the top PCF, followed by speeding and
improper turning.
81 Figure 5.15
Profile F Collisions
City of Los Banos
KSI collisions
• Other injury
collisions
A
"'~ ~
..... . Vl
~ Overland ~ve
~ . : . rrst~ Willmott.Rd
L
~ I
~. ~ I ; ~ ~
Pacheco Blvd
"Cl
0:::
~ rn
tlO
'E
0 i,,... • ·~
:Cardoz~ Rd
Pioneer Rd
•
a,
~ '-
a.,
...

C
<I)
u
•
~
"Cl
0:::
<I)
u
rn
(@) C: B St
San Luis St
Pacheco Blvd @ @· "Cl
0:::
"Cl "E 0:::
~ V, tlO , "Cl C
·.:: 0:::
a. <I)
Vl · u
>- n,
<I) ,C::: u
...
<I)
~
(@)
82 PROFILE F
266
Non-Standard
Intersection Geometry
Potential Engineering Countermeasures
Bicycle Signal/
Exclusive
Separated
Bikeway
Two-Stage
Turn Queue
Lane
Narrowing
Protected
Intersection Bike Phase Bike Box ~
Bike
Detection
Extend Bike
• "' Lane to . Intersection
Extend
Green Time
For Bikes
All-Way
Stop
Control
, .,,, Centerline
• Hardening
- Roundabout
Signal
Floating Transit
Island or Bus
Boarding Island --- a....,;=--i
Green
..«.;.i:r..1'1t- Conflict
Striping
Supplemental
Signal Heads
Advanced
'• "' Dilemma Zone = ...... J Detection
Extend
Pedestrian
Crossing Time
Extend Yellow
and All Red
Time
Pedestrian
Scramble
Intersection
Reconstruction
and Tightening
Prohibit
Left Turn
Prohibit
Turns During
Pedestrian
Phase
Protected
Left Turns
Prohibit
Right-Turnon-Red
Separate
Right-Turn
Phasing
Raised
Crosswalk
Raised
Intersection
Refuge
Island
~ Road
Diet
Straighten
Crosswalk
Intersection
Lighting
Shorten
Cycle
Length
Signal
Coordination/
Green Wave
Speed
..-.i.'.: Sensitive Rest , ........ :' in Red Signal
Upgrade
Signal
Head
Injury KSls ~ j;_
48 4 3 11
(4%) (3%) {6%) {23%)
Delineators, Pedestrian Reflectors, Hybrid and/or Object Markers Beacon
Speed Limit Leading
Pedestrian Reduction Interval
Remove Remove
Obstructions Crossing
For Sightlines Prohibition
Add Restripe
Sidewalk Crosswalk
Upgrade Upgrade Uncontrolled
Pedestrian Curb
Crossings Ramp
Curb Widen
Extensions Sidewalk
High-Visibility
Crosswalk
Rectangular
Rapid
Flashing
Beacon
Pedestrian Retro reflective Countdown
Timer Tape on Signals
• Advance Close or
• Yield Reconfigure
Markings Approaches
-~e,- Striping Yield To
Through Pedestrians
1 Intersection Sign
Upgrade
~ Intersection Wayfinding • Pavement
Markings
Upgrade • Advance
Striping Stop Bar
83 j ·----·- -.......
84 85
Priority .Locations
an s
A set of locations to prioritize safety
improvements were identified based on
collision history and alignment with collision
profiles. Of the locations meeting these criteria
in Los Banos that saw the highest number of
injury and KSI collisions, the lion's share are
along Pacheco Boulevard, a Caltrans facility
that carries SR 33 and SR 152. Nine of the top
ten and sixteen of the top twenty locations
were located along Pacheco Boulevard. Due
to the length of the corridor; the magnitude
of the collision numbers, complexities arising
from the corridor's dual role as both one of
Los Banos' main commercial corridors and
a major state highway, and the necessity for
extensive coordination with Caltrans to deliver
safety improvements on a Caltrans facility, it is
recommended that safety improvements along
Pacheco Boulevard be implemented in the longterm, pending further corridor-specific study.

The table below lists additional locations
around Los Banos not along Pacheco Boulevard
that meet these criteria. One such location, the
intersection of SR 165 with Dove Street, has
safety improvements under design ,as of the
writing of this LRSP. The remaining locations
can be addressed in the medium- to longterm, within the next 5-15 years, subject to further study, the availability of funding, and
coordination with Caltrans. The following pages
present two project concepts that demonstrate
how the principles outlined in this LRSP can be
implemented to address identified safety risk
factors: one for the intersection of K Street and
6th Street, and another for the intersection of
Stonewood Drive and Overland Avenue. Both
concepts extend beyond these intersections
to proactively address additional safety risks at
surrounding locations.

Injury KSI On
Location Colli- Colli- Matching Profiles and Associated Risk Factors Caltrans sions sions Facility?
Will mot Ave/ C This intersection is side-street stop-controlled 19 3 Yes SR 165 D SR 165 has high speeds {posted speed limit of 45 MPH) Overland Ave/ 15 1 D Intersection has a wide cross-section due to a large No Stonewood Dr median and travel lanes wider than 12ft.

E Intersection is in a downtown context with adjacent
driveways in close proximity
K St/6th St 14 2 Traffic from Pacheco Blvd sometimes do not slow No D sufficiently for the downtown context. Travel lanes are wider than 12ft, which can encourage speeding
C This intersection is side-street stop-controlled Dove/SR 165 13 0 Yes D SR 165 has high speeds {posted speed limit of 45 MPH) 86 r-,__.__
5TH ST FROM M TO H ST &
' \ 6TH ST FROM PACHECHO BLVD TO H ST
Install centerline and edgeline pavement
"""u ..,..,.. markings, advanced stop bars, high-visibility crosswalks, and pedestrian refuge islands.
~=- 6TH ST/M ST &
6th ST/ALLEYWAY
---- Install curb
Convert to traffic
circle operations.

If signal operations
are retained, instal
curb extensions,
·t the signals with
troflective plate
nd implement a
ading pedestria
K ST FROM 5TH TO 7TH ST
it; \ Install centerline and edgeline
pavement markings, and bike
• • lanes throughout the segment. At
_____ intersections, install advanced stop
bars, high-visibility crosswalks,
and pedestrian refuge islands to
---.--.::!!!!~~reduce crossing distanc ... es .. ·_,~
.,...~~.II
87 The intersection serves as the southern gateway
for downtown Los Banos' main commercial
corridor along 6th Street; the east leg of K Street
also serves Westside Union Elementary School.

The intersection has a large footprint - both of
the intersecting roadways are over 50ft wide
despite the two roadways only having one lane
in each direction. 6th Street is wide enough to
support angled parking on both sides of the
street, and K Street, despite not having angled
parking, is of similar width. These roadway cross~
sections lead to impaired visibility of pedestrians
on sidewalks and long crossing distances - these
characteristics can increase the likelihood of
collisions particularly for people walking and
biking. The wide roadways are also conducive
to high vehicle speeds - also a consideration
for this particular location, as 6th Street is the
main route traffic from Pacheco Boulevard, the
arterial state highway that carries both local and
long-distance traffic through the city, uses to
reach downtown. This intersection lies less than a
quarter-mile north of Pacheco Boulevard, where
the posted speed limit is 35 MPH. Currently, 6th
Street has few characteristics that would cue
motorists to the need to slow their speeds to the
posted speed of 25 MPH as they transition from
a highway context to a downtown main street.

Finally, there are numerous driveway ingresses
and egresses within close proximity of this
intersection, including one on the west leg of K
Street just 20 feet from the intersection.

Curb extensions at the intersections that limits
the cross-sections to two lanes on both roadways
can improve visibility, reduce pedestrian
crossing distances, and help slow traffic
coming from Pacheco Boulevard by providing
a visual cue of the transition to a downtown
context. Implementing a mini roundabout or
neighborhood traffic circle is an alternative
option to curb extensions. Those would also help
manage vehicle speeds and would eliminate
severe turning conflicts. The driveway along the
west leg of K Street closest to the intersection can
be targeted for closure, as it is currently too close
to the intersection, and there is another driveway
further west providing the same access.

If the intersection is maintained as a signal
control, the signal at the intersection could
be mounted on a mast arm and be fitted with
retroflective plates to improve visibility. Review
of the pedestrian walk times to confirm they
are consistent with CA MUTCD requirements
and provide adequate crossing times. A leading
pedestrian interval could be implemented
to increase pedestrian visibility, especially
to turning vehicles. Advanced stop bars and
upgrading the crosswalk to a high-visibility or
stamped design can further increase visibility.

Improvements can be made to roadways
around the intersection and downtown more
broadly as well. K Street from 5th Street to 7th
Street can be improved by adding centerline
and edgeline pavement markings throughout
(as opposed to only at intersections) to
delineate the travel lanes and visually narrow
the roadway. Bike lanes could be added using
the excess lane width as well. The section
between 6th and 7th Streets can also be wide
enough to be restriped to create an additional,
separated eastbound lane to serve pick-up and
drop-off traffic for Westside Union Elementary
School, pending study and support from school
officials. At intersections, crosswalks can be
upgraded with high-visibility markings and
advanced stop bars to improve visibility, as well
as by adding pedestrian refuge islands that
reduce crossing distances for pedestrians, and
also slow vehicle speeds.

Similar treatments, including painted
centerlines and edgelines, high-visibility
crosswalks, advanced stop bars, and pedestrian
refuge islands, can also be applied to 5th
Street between M Street and H Street, and
to 6th Street between Pacheco Boulevard
and H Street. Additionally, upgrading the two
crosswalks across 6th Street between Pacheco
Boulevard and K Street (at M Street and an
alleyway, respectively) to raised crosswalks and
adding accompanying curb extensions that
are as deep as the angled on-street parking
can further slow vehicles on 6th Street as they
approach downtown.
271
88 Narrow the travel lanes
~-c- to add a buffer to the
~===!-111,j bike lanes create a Class
_____ 11B buffered bike lane
Install
roundabout,
curb extensions,
...-~ ...... and median
i.,-,.M::l,..l
89 This intersection between Overland Avenue
and Stonewood Drive serves two well-used
crosstown routes. Both roadways carry
one through lane, one parking lane, and a
Class II bike lane in each direction; Overland
Avenue also features left-turn pockets at the
intersection, while Stonewood Drive features
a planted center median. The intersection,
which features all-way stop-control, has a large
cross-section disproportionate with the number
of lanes it serves, which reduces visibility for
vehicles and lengthens crossing distances.

The intersection itself is sufficiently large to
convert to roundabout operations, which will
also be operationally more efficient than the
current all-way stop-controlled operations. This
will also create median pedestrian refuges at
the entrances to the roundabout, which will
reduce the crossing distance exposure.

While this intersection was chosen due to
its high number of collision records, these
recommendations can be applied systemically
to the entire Stonewood Drive corridor, which
features the same design issues surrounding
lanes wider than the recommended 12 ft and
intersections with long crossing distances. The
corridor can be improved by restriping to widen
the existing bike lanes, while also upgrade them
to Class 11B buffered bike lanes by providing a
painted buffer. These improvements can be
made by simply narrowing the existing travel
lane and without removing the parking lane.

Doing so would create a brand-new Class 11B
buffered bike lane corridor without changing
parking or vehicular throughput. Narrowing
the vehicular lanes can also reduce vehicular
speeds through the corridor. Furthermore, for
the segment of the corridor north of Overland
Avenue where the median is present, crossing
distances can be shortened for crosswalk legs
across Stonewood Drive by creating median
pedestrian refuges by extending the nose of the
medians. In addition, curb extensions at the
corners of the intersections that are as deep
as the parking lane can also reduce crossing
distances and improve visibility.
90 LOsBanos
At the Crossroads of California
Agenda Staff Report
TO: Mayor Amabile & City Council Members
FROM: Charles Bergson, P.E., Public Works Director/City En DATE: February 19, 2025
TYPE OF REPORT: Agenda Item
SUBJECT: Mid Valley Disposal Presentation
Recommendation:

This is an informational item only and no action needs to be taken.

Background:

The City Council, on November 4, 2020 approved a contract with Mid Valley Disposal, LLC for residential and commercial garbage, recyclable materials and organic waste collection services. The contract became effective on July 1, 2021. Pursuant to the contract, Mid Valley Disposal will provide to Council annually the status of programs and initiatives in the community. In addition, recognize outstanding participation in Recycling and/or Organic Waste programs by identifying "recycling all-stars" for recognition at a City Council meeting.

Discussion:

Billie Hansen, Recycling Programs Manager of Mid Valley Disposal will be providing a presentation to update City Council and announce the "Recycler of the Year".

Reviewed by:

ITEM 7
91 92
TO:

FROM:

DATE:

LOsBanos
\1 tlu.· , o~~" , d o ( e1lrf H ,.,,
Agenda Staff Report
Mayor and Council Members
Lucy Mallonee, City Clerk ~ William A Vaughn, City Attorney February 19, 2025
SUBJECT: Options for Calling a Special Election to Fill the Vacancy Created by Councilmember Lambert's Resignation
TYPE OF REPORT: Regular Agenda
Recommendation:

Staff recommends that the City Council take the following actions:

1. Adopt a resolution calling a special election to fill the vacancy left by Councilmember Lambert's resignation on January 15, 2025, be conducted either on August 26, 2025, solely by mail or on November 4, 2025, with mail and in-person options.

Background:

On January 15, 2025, Councilmember Lambert resigned from the Council, effective immediately. Under the Government Code, the Council has sixty days to direct the manner by which the vacancy is to be filled. The deadline for the Council to take action to fill the vacancy in District 1 is March 16, 2025. The Council discussed options for filling the vacancy at its meeting on February 5, 2025, and directed staff to present alternative resolutions for calling a special election on either August 26 or November 4 for further discussion and decision at this meeting.

Discussion:

In most circumstances, the Council has the option of appointing a new councilmember to fill the vacancy or calling a special election. Cal. Govt. Code § 36512(b). However, the Government Code provides, "an appointment shall not be made to fill a vacancy on 1 ITEM 8
93 a city council if the appointment would result in a majority of the members serving on the council having been appointed." Id. at subd. (d)(1). In such a circumstance, the Council must call a special election "to be held on the next regularly established election date not less than 114 days after the call." Id. at subd. (d)(2).

Currently, the two councilmembers representing Districts 2 and 3 hold their seats by means of appointment to fill vacancies resulting from the recall elections in November.

Appointment to fill Mr. Lambert's vacancy would result in a majority of the Councilmembers being appointed, so a special election is required. However, there are options regarding the timing and conduct of such elections, and staff seeks direction from the Council.

The next "regularly established election date" not less than 114 days from today is November 4, 2025. Cal. Elec. Code § 1 000(e). However, because Los Banos has a population of less than 100,000, it also has the option of calling an all-mail ballot special election on August 26, 2025, pursuant to Elections Code§§ 1500(b) and 4004.

An election conducted at the November date would be a traditional combination of mail and in-person voting.

Staff therefore recommends that the Council adopt a resolution ordering the special election to be held in August by mail or in November. A draft resolution for each date is attached hereto·as Exhibits A (August 26) and B (November 5).

Fiscal Impact:

There will be a cost associated with the conduct of the special election, as the City is required to reimburse the County for the costs of conducting the election. Based on the cost estimates provided by Merced County, the estimated costs of conducting a mail ballot election in August would be $45,545.00, and the estimated costs of conducting an election in November would be $76,315.00.

Reviewed by:
a -
GaryBrilz~:,;1;;;;.im City Manager Brent Kuhn, Financial Consultant 2 94
RESOLUTION NO. ----

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LOS

BANOS, CALIFORNIA, CALLING AND GIVING NOTICE OF THE

HOLDING OF A SPECIAL ELECTION TO BE HELD BY ALL MAIL
BALLOT ON TUESDAY, AUGUST 26, 2025, TO FILL A VACANCY

CREATED BY THE RESIGNATION OF COUNCILMEMBER

LAMBERT, AS REQUIRED BY THE PROVISIONS OF THE LAWS OF

THE STATE OF CALIFORNIA RELATING TO GENERAL LAW CITIES
WHEREAS, on January 15, 2025, City Councilmember Lambert tendered his resignation from the Council, effective immediately; and WHEREAS, Under the Government Code, the Council has sixty days to direct the manner by which the vacancy is to be filled; and
WHEREAS, though in most circumstances, the Council has the option of appointing a new councilmember to fill the vacancy or calling a special election, Cal. Govt. Code§ 36512(b), the Government Code further provides, "an appointment shall not be made to fill a vacancy on a city council if the appointment would result in a majority of the members serving on the council having been appointed," id. at subd. (d)(l); and
WHEREAS, currently, the two councilmembers representing Districts 2 and 3 hold their seats by means of appointment to fill vacancies resulting from the recall elections in November 2024;and
WHEREAS, the Council must call a special election "to be held on the next regularly established election date not less than 114 days after the call," Cal. Govt. Code § 36512( d)(2); and
WHEREAS, the next "regularly established election date" not less than 114 days from today is November 4, 2025, Cal. Elec. Code§ IO00(e); and WHEREAS, pursuant to Elections Code Section 4004, as a "small city" (defined as less than 100,000 population according to California Department of Finance statistics), the City of Los Banos has the option of filling this Council vacancy through the use of an all-mail ballot election rather than a traditional precinct/poll/vote center election, as long as the following circumstances exist:

A. The City Council, by resolution, authorizes the use of all mail ballots for the election;
B. The election is not held on the same date as a Statewide Primary or Statewide General Election;
C. The election is not consolidated with any other election; and 1 95
WHEREAS, August 26, 2025, qualifies as an all-mail special election date to fill the Council vacancy pursuant to Elections Code § 1500; and
WHEREAS, the Merced County Registrar's office has estimated the cost to the City of holding an election on November 4, 2025, to be $76,315.00; and WHEREAS, the Merced County Registrar's office has estimated the cost to the City of holding an election on August 26, 2025, be $45,545.00; and WHEREAS, holding an earlier election will result in the vacancy being filled sooner; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Los Banos does hereby declare, determine, and order as follows:

SECTION 1. That pursuant to the requirements of the laws of the State of California relating to general law cities, there is hereby called and ordered to be held in Electoral District I of the City of Los Banos, California, on Tuesday, August 26, 2025, a Special Municipal Election to be conducted by all mail ballot for the purpose of the election of a Council member for the term of office in which the vacancy was created by the resignation of Councilmember Lambert which ends November 2028.

SECTION 2. That the ballots to be used at the election shall be in form and content as required by law.

SECTION 3. That the City Clerk is hereby authorized, instructed and directed to procure and furnish, or cause to be procured and furnished from the Merced County Registrar of Voters/Election Department, any and all official ballots, notices, printed matter and all supplies, equipment and paraphernalia that may be necessary in order to property and lawfully conduct the election by all mail ballot.

SECTION 4. That pursuant to the California Elections Code, the Los Banos Municipal Code, and any other applicable provisions of law, said Special Election shall be conducted by all mail ballot, which and shall be conducted pursuant to Chapter 2 of Division 4 ( commencing with Section 4100) of the California Elections Code.

SECTION 5. That in all particulars not recited in this resolution, the Special Municipal Election shall be held and conducted as provided by law for holding municipal elections.

SECTION 6. That notice of the time and place of the holding of the election is given and the City Clerk is authorized, instructed, and directed to give further or additional notice of the election in time, form, and manner as required by law.

SECTION 7. That the City Clerk is hereby directed to file a certified copy of this resolution with the Board of Supervisors and the Elections Department of the County of Merced.

SECTION 8. The City Clerk is hereby authorized to execute a service agreement with the County to render specified services to the City relating to the Special Municipal Election. 2 96
SECTION 9. That notice of the time and place of holding the election shall be given and the City Clerk is authorized, instructed and directed to give further additional notice of election, in time, form and manner as required by law.

SECTION 10. CEQA. That the City Council hereby finds and determines that the ballot measure relates to organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment, and therefore is not a project within the City of Los Banos meaning of the California Environmental Quality Act ("CEQA") and the State CEQA Guidelines, section 15378(b)(5).

SECTION 11. Certification. That the City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions, and to take other appropriate actions necessary to ensure the placement of said question before the voters of the City of Los Banos at said Special Municipal Election.

The foregoing Resolution was introduced at a regular meeting of the City Council of the City of Los Banos held on the 19th day of February 2025, by City Council Member _ ___ _, who moved its adoption, which motion was duly seconded by City Council Member _ _ _ __ , and the Resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Michael Amabile, Mayor
ATTEST:

Lucille L. Mallonee, City Clerk
3 97
98 RESOLUTION NO. ----

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LOS

BANOS, CALIFORNIA, CALLING AND GIVING NOTICE OF THE

HOLDING OF A SPECIAL ELECTION TO BE HELD BY MAIL AND IN PERSON BALLOT ON TUESDAY, NOVEMBER 4, 2025, TO FILL A

VACANCY CREATED BY THE RESIGNATION OF COUNCILMEMBER

LAMBERT, AS REQUIRED BY THE PROVISIONS OF THE LAWS OF

THE STATE OF CALIFORNIA RELATING TO GENERAL LAW CITIES
WHEREAS, on January 15, 2025, City Councilmember Lambert tendered his resignation from the Council, effective immediately; and
WHEREAS, Under the Government Code, the Council has sixty days to direct the manner by which the vacancy is to be filled; and
WHEREAS, though in most circumstances, the Council has the option of appointing a new councilmember to fill the vacancy or calling a special election, Cal. Govt. Code§ 36512(b), the Government Code further provides, "an appointment shall not be made to fill a vacancy on a city council if the appointment would result in a majority of the members serving on the council having been appointed," id. at subd. ( d)(l ); and
WHEREAS, currently, the two councilmembers representing Districts 2 and 3 hold their seats by means of appointment to fill vacancies resulting from the recall elections in November 2024;and
WHEREAS, the Council must call a special election "to be held on the next regularly established election date not less than 114 days after the call," Cal. Govt. Code§ 36512(d)(2); and WHEREAS, the next "regularly established election date" not less than 114 days from today is November 4, 2025, Cal. Elec. Code§ l000(e); and WHEREAS, the Merced County Registrar's office has estimated the cost to the City of holding an election on November 4, 2025, to be $76,315.00; and WHEREAS, while the City has the option of conducting an all-mail ballot election in August, the Council concludes that it is preferable to permit voters to cast ballots in-person if they wish;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Los Banos does hereby declare, determine, and order as follows:

SECTION 1. That pursuant to the requirements of the laws of the State of California relating to general law cities, there is hereby called and ordered to be held in Electoral District 1 of the City of Los Banos, California, on Tuesday, November 4, 2025, a Special Municipal Election to be conducted by mail and in person ballot for the purpose of the election of a Council member for the term of office in which the vacancy was created by the resignation of Councilmember Lambert which ends November 2028.
1 99
SECTION 2. That the ballots to be used at the election shall be in form and content as required by law.

SECTION 4. That pursuant to the California Elections Code, the Los Banos Municipal Code, and any other applicable provisions oflaw, said Special Election shall be conducted by mail and in person ballot, which and shall be conducted pursuant to Chapter 2 of Division 4 ( commencing with Section 4100) of the California Elections Code.

SECTION 5. That in all particulars not recited in this resolution, the Special Municipal Election shall be held and conducted as provided by law for holding municipal elections.

SECTION 7. That the City Clerk is hereby directed to file a certified copy of this resolution with the Board of Supervisors and the Elections Department of the County of Merced.

SECTION 8. The City Clerk is hereby authorized to execute a service agreement with the County to render specified services to the City relating to the Special Municipal Election.

SECTION 9. That notice of the time and place of holding the election shall be given and the City Clerk is authorized, instructed and directed to give further additional notice of election, in time, form and manner as required by law.

Ill
Ill
Ill
2 100
The foregoing Resolution was introduced at a regular meeting of the City Council of the City of Los Banos held on the 19th day of February 2025, by City Council Member - ---- who moved its adoption, which motion was duly seconded by City Council Member ____ _, and the Resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Michael Amabile, Mayor
ATTEST:

Lucille L. Mallonee, City Clerk
3 101
LOsBanos
t h
Agenda Staff Report
TO: Mayor Amabile and City Council Members
FROM: Christy McCammond, Housing Program Manager
Stacy Souza Elms, Community and Economic Development Director DATE: February 19, 2025
TYPE OF REPORT: Agenda Item
SUBJECT: Central California Alliance for Health (CCAH) Award Agreement and Budget Amendment
Recommendation:

Adopt a resolution authorizing the City Manager to execute the Central California Alliance for Health Agreement and approve a budget amendment both subject further to such minor, conforming and clarifying changes consistent with the terms thereof and as may be approved by the City Manager, or Designee in consultation with the City Attorney prior to execution.

Background:

On July 31, 2024, the Central California Alliance for Health awarded the City of Los Banos funds in the amount of $2,500,00.00 in support of the Encampment Resolution Fund (ERF) Permanent Supportive Housing Project consisting of fifty (50) units of affordable housing, supportive services, operating subsidies, and administrative costs.

The CCAH 'funds will expand the project by adding four (4) units of two (2) bedrooms with one (1) bathroom. And, four (4) units of three (3) bedrooms with one (1) bathroom for households/families, taking the total project to at least fifty-eight (58) units. 1 ITEM 9
102
This grant represents a significant opportunity to expand our ongoing efforts and will allow the City to increase Permanent Supportive Housing while enhancing services provided to vulnerable populations.

The CCAH is a nonprofit, public, Medi-Cal managed care health plan that serves residents in several counties in Central California, including Santa Cruz, Monterey, and Merced. The Alliance operates as a regional, locally governed health plan with the mission of improving access to quality health care for its members, who are primarily low-income individuals and families eligible for Medi-Cal.

Through grants and partnerships, CCAH collaborates on projects aimed at improving public health outcomes in underserved communities, such as housing initiatives for homeless or at-risk populations.

Discussion:

The City of Los Banos Housing Division is responsible for developing a City-Wide system response to homelessness. The Housing Division offers Outreach and Engagement, Case Management, Housing Navigation, and connection to services, income, benefits, and health care. The Housing Division also identifies opportunities for grant funds supportive of the City's commitment to solve homelessness by developing Affordable Permanent Supportive Housing designated for People Experiencing Homelessness.

According to the Merced City and County Continuum of Care Point in Time Count, as of January 2024, there were one-hundred and forty-nine (149) People Experiencing Homelessness in the City of Los Banos. Twenty-Eight (28) of those individuals were recorded as sheltered in the City's emergency shelter system ("Bridge Homes") and other shelter beds in local area motels.

The reason it is vital to develop Affordable Housing in addition to offering services to Unhoused Community Members is there has been great difficulty in placing Unhoused Community Members in the very few rental units available in Merced County even when they have employment income, retirement benefits or other financial means. Due to lack of affordable housing and the competition with community members who have favorable rental and income history, our Unhoused Community Member's rental applications are usually denied. Without rental units available to our Unhoused Community Members, the people will remain in encampments, in cars, and on the streets.

Fiscal Impact:

There is no General Fund fiscal impact.

The fiscal impact would be an increase to a revenue account dedicated to the CCAH grant dollars in fiscal years 2024/2025 and potentially 2025/2026 for a total of 2 103
104
$2,500,00.00. An associated expenditure account would be designated for years 2024/2025 and potentially 2025/2026 for a total of $2,500,000.00.

Reviewed by:

Brent Kuhn, Finance Consultant
Attachments:

1. Resolution

2. Central California Alliance for Health Agreement

3. Central California Alliance for Health Award Letter, dated July 31, 2024 3 105
106
ATTACHMENT 1
RESOLUTION NO. --

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF LOS BANOS AUTHORIZING THE CITY

MANAGER TO EXECUTE THE CENTRAL

CALIFORNIA ALLIANCE FOR HEAL TH

AGREEMENT AND APPROVE A BUDGET

AMENDMENT
WHEREAS, The Central California Alliance for Health's (CCAH's) Housing Fund provides capital funds to build, purchase, renovate and/or furnish permanent housing units, recuperative care facilities and short-term post-hospitalization housing units across the Alliance's service area.

WHEREAS, The Central California Alliance for Health (CCAH), believes that housing is health care.

WHERAS, The CCAH Housing Fund will help expand temporary and permanent housing opportunities for Medi-Cal members across the CCAH's service areas. This is a one-time funding opportunity.

WHEREAS, CCAH published an opportunity for funding dated June 30, 2024, for eligible applicants to submit a project proposal.

WHEREAS, The City of Los Banos is an eligible entity who applied and was awarded CCAH Housing Fund monies to administer an eligible activity; "Delivery of Permanent Housing" in the amount of $2,500,00.00 to expand the Encampment Resolution Fund Permanent Supportive Housing project.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Los Banos does hereby:

1. Applicant represents and certifies that it will use all such funds in a manner consistent and in compliance with all applicable state and federal statutes, rules, regulations, and laws, including without limitation all rules and laws regarding the CCAH Housing Fund Program, as well as any and all contracts the Applicant may have with the Department.

2. Applicant hereby agrees to use the CCAH Housing funds for the eligible activity for which the Applicant has submitted an application, and as awarded and approved by the CCAH in accordance with all Program requirements, Guidelines, other rules and laws, as well as in a manner consistent and in compliance with the Agreement and other contracts between the CCAH and the Department. 1 107

3. Pursuant to Applicant's certification in this resolution, the CCAH funds will be expended only for the eligible Activity for which the Applicant has submitted an application, and consistent with all program requirements.

4. Applicant shall be subject to the terms and conditions as specified in the CCAH Agreement, the CCAH Housing Fund Program Guidelines and any other applicable Guidelines published by the CCAH.

5. The City Manager of the City of Los Banos or designee is/are authorized to execute CCAH Agreement, as well as any other documents which are related to the Program or the CCAH grant awarded to Applicant, as CCAH may deem appropriate subject further to such minor, conforming and clarifying changes consistent with the terms thereof as may be approved by the City Manager, or Designee in consultation with the City Attorney prior to execution.

The foregoing Resolution was introduced at a regular meeting of the City Council of the City of Los Banos held on the 19th day of February 2025, by Council Member _ __ who moved its adoption, which motion was duly seconded by Council Member ___ and the Resolution adopted by the following vote:

AYES:

NOES:

ABSENT:

APPROVED:

Michael Amabile, Mayor
ATTEST:

Lucille L. Mallonee, City Clerk
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ATTACHMENT 2

LETTER OF AGREEMENT FOR THE ALLIANCE HOUSING FUND

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

CARE COMMISSION
AND
~ITY OF LOS B~OS
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 of Los Banos ("Partner"), having a principal place of business at ~20 J Street, Los Banos, CJ\.9 3~35.

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 detennines 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 Award 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 A ward 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.

Letter of Agreement: Alliance Housing Fund
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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 maybe 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.

17. 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.

Letter of Agreement: Alliance Housing Fund
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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 oflntent 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.

Letter of Agreement: Alliance Housing Fund
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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.
iii. 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 1s 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).
v11. 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 A WARD.

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
Last revised O 1/21/25 Page 11 of28
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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
Last revised O 1/21/25 Page 12 of28
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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 SATISFY

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. Countemarts. 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:
~tty 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

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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 ofLos Banos ("Partner"), having a principal place of business at 520 J Street, Lc>s Banos, CA 93635.

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:

Permanent Supportjye HQU:Sing ("Proj~!")
~uly 31, 2024
Gity of L.~s _Banos
Christy McCammond - Housing Program Manager
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 $2,500,000.00 ("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 ejght (8) additional units of permanent supp9rtiye housing to Medi-Cal eligible individuals ("Minimum Medi-Cal Occupancy").

Letter of Agreement: Alliance Housing Fund
Last revised 01/21/25 Page 16 of28
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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 A ward 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
Letter of Agreement: Alliance Housing Fund
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126
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 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.

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 A ward 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 acqt1isition p_:r:9~yss.
ii. Obtain design plans;
m. Cqm.plete constructio!]. 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 property locate_d at parcel #083-100-084.

Letter of Agreement: Alliance Housing Fund
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127
ii. Obtain general contractor bids.
111. 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) months of the Effective Date ("Construction Start Date").
b. Phase Two Completion Date: February 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. Establish Prioritization Process for Medi-Cal Eligible Individuals. By Ap_ril 30, 2025, 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 of Housing and Urban Development (HUD)
Letter of Agreement: Alliance Housing Fund
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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.
o 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.
111. 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
Last revised O 1/21/25 Page 20 of28
129
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 permanent ~upportive housing.
iii. Obtain Certificate of Occupancy.
• By fone 30, 2027, all permanent supportive housing units will be fully occupied, and meet Minimum Medi-Cal Occupancy.
1v. Establish Service Availability and Best Efforts Prioritization Outcomes. • By June 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 !m1~ 30, 20~7, 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: June 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 july 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
Last revised O 1/21/25 Page 22 of28
131
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
132
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 Name: ---------
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 Name: --------- Title: - ----------- Date Signed: ________ _

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133
134
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 ofbusiness 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 eight(~) additional units of permanent supportive housing to Medi-Cal eligible individuals ("Minimum Medi-Cal Occupancy").

Re uirement Ty e
Minimum Medi-Cal
Occupancy
Descri tion of Re uirement Partner Res onse
Partner must restrict occupancy for at
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, lf"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 01/21/25 Page 25 of28
135
Prioritization
Process
narrative explanation of Partner's failure
to meet requirement.
• If Project was for Permanent
Supportive Housing, mm1mum
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 o Yes
confirm use of approved prioritization
process. If Partner is currently using a o 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
136
Letter of Agreement: Alliance Housing Fund
Last revised O 1/21/25
EXHIBIT3

LETTER OF INTENT

Page 27 ends

137
138
EXHIBIT 3
LOsBanos
S1 a a i rni
CITY OF Los BANOS CENTRAL CALIFORNIA

ALLIANCE FOR HEALTH (CCAH) HOUSING FUND
GRANT

LETTER OF INTENT
Central California Alliance For Health
530 West 16th St. Suite B
Merced, CA 95340
[email protected]
To Whom it May Concern,
The City of Los Banos is grateful for the opportunity to submit this Letter of Intent under the Housing Fund Grant
The following letter describes the project with all required elements as found on the CCAH website:
https://thealliance.health/ for-communities/ funding-opportunities/ alliance-housing-fund/ and listed and detailed below:

I. The project proposal:

The City of Los Banos intends to expand the current Permanent Supportive Housing (PSH) Project funded through the California Encampment Resolution Fund through the use of CCAH Housing Fund dollars. The City of Los Banos can satisfy the fifty (50%) percent match of funds and has the executive, operational, logistical, and fiscal capacity to expend the CCAH Housing Fund dollars effectively, with fiscal accountability, in alignment with evidence-based practices, with data integrity, and in compliance with all grant and other regulatory requirements.

The current project consists of fifty (50) one (1) bedroom, one (1) bathroom permanent supportive affordable rental housing units designated for People Experiencing 1 139
Homelessness. Services to Residents include case management, links to vital services, health care, employment, and other benefits.

The expansion intended through the use of CCAH Housing Funds consists of the development of additional PSH units in the Encampment Resolution Fund project. It is estimated the project could expand to include an additional six (6) to eight (8) larger (two (2) to three (3) bedroom) permanent supportive units These (or all) units would then be made available through the County-Wide Coordinated Entry System to identify supportive services providers such as the County Housing Support Program which serves CalWORKs/MediCal eligible households with dependent aged children and can provide credit repair, move-in assistance, rental assistance, case management, housing stability services, and connection to supportive services such as CalAIM ECM/CS.

This Permanent Supportive Housing project will offer an environment informed by PEH using Person-Centered, Trauma-Informed, Harm Reduction, and Housing First Practices
Using the Merced City and County Continuum of Care's (CoC's) Homeless Management Information System (HMIS), HUD Universal Data Elements will be collected as well as project-specific data. The Project will be entered as an HMIS permanent supportive housing project. Measurements will include: Clients housed, housing retention, clients engaged in outreach, demographics to track racial, ethnic, and social equity and disproportionalities, age, assessments performed, vital documents collected, Clients connected and approved for Medi-Cal, CalFresh, and CalAIM, Clients connected to income/revenue sources, Clients connected to Medication-Assisted Treatment and other health care treatment.

A project manager has been assigned to the project to schedule, track/monitor, and report all construction activities in project management software.

This project will fully leverage CalAIM benefits including Enhanced Care Management (ECM) and Community Supports (CS). The City of Los Banos has begun negotiations with two CalAIM providers who have agreed to staff ECM providers at the PSH site.

II. Contact information at your agency
City of Los Banos: 520 J. St. Los Banos, CA, Merced County Community and Economic Development Director: Stacy Souza Elms-209.827.7000, [email protected]
Housing Program Manager: Christy McCammond-503.856.5915, [email protected]
2 140
Ill. A description of your organization
The City of Los Banos is a California Municipal Corporation ("City"). The division responsible for project implementation is the Housing Division of the Community and Economic Development Department of the City. The Housing Division is devoted to the City's response system to homelessness and for the development of affordable housing. the Housing Program Manager works full time to develop, administer, and monitor programs for unhoused community members and for those at risk of becoming unhoused. The Housing Program Manager's Outreach Coordinator is devoted to the City's outreach and engagement efforts and also serves in Case Management, and Harm Reductionist consultation. Both the Housing Program Manager and the Outreach Coordinator have been involved in the development and operation of Navigation Centers, Homekey projects, and numerous emergency shelter and homeless response systems in Portland Oregon and Merced California. These two staff members have over a decade of experience each in Response Systems to Homelessness involving all aspects including Harm Reduction. In addition, the Finance Director and Finance Manager are ready to accept the grant and maintain all financial tracking, monitoring, auditing, and reporting
IV. A statement of need
The focus of the project is the one hundred and forty-nine ( 149) unhoused community members in the City of Los Banos as reported in the 2024 Point in Time Count. The community includes adult women age range 25-65, adult men age range 25-65, and approximately three non-binary community members age range 25-50. Racial and ethnic demographics include: 38% Hispanic/Latino, 14% African American/Black, 2% American Indian, 1 % Asian, 20% White, 8% multiple races, 5% reported "unknown" Race or Ethnicity. Some clients have declined to reply to regarding racial and/or ethnicity. Approximately 30% of encampment residents, who report, suffer physical disabilities and approximately 75%, who report, are suffering mental illness. The City acknowledges the numbers of Community Members suffering mental illness and/or physical disabilities may be higher. Household compositions include couples, shared encampment sites of non-biological members with 3 or more people. Other compositions include siblings, adult children with parents, and single tent sites.

Projected services needed include mental and behavioral health care, MedicationAssisted Treatment, Substance Use Disorder education and treatment, connection to income/revenue sources, human services benefits such as Cal-Fresh, Medi-Cal, and General Aid, Rapid Rehousing, and Housing Navigation. Housing needs include connections to section 8 vouchers, housing search, application assistance, assistance with rental application fees, rental deposits, and post-housing case management for housing retention. Currently there are only approximately twenty (20) beds of 3 141
emergency shelter within the City limits. Rental Application approvals have been extremely challenging due to the lack of available rental units and rental application denials associated with Participant's low credit scores, past rental history, and income requirements.

V. Your methodology and/or an achievable solution to the need Affordable, permanent, and supportive housing is the key to addressing homelessness.

The number one factor contributing to the crisis of homelessness is the lack of affordable housing units (Homelessness, 2023). i The Funds being spent to deliver services to clients in encampments can be more efficiently and efficaciously spent when People are housed permanently with services. A study conducted by UC Irvine shows the annual cost of services for a chronically homeless person on the street in Orange County is $100,759 per year. It's approximately fifty percent (50%) less expensive to permanently house a person with supportive services. The partner developer will sustain the project beyond the grant periods with rental revenues and Section 8 housing vouchers.

VI. A project budget and brief discussion of other funding sources The funds would be used to expand an existing, fund-awarded project. The full and detailed budget is attached as Exhibit A.

Funding sources include: $11,842,621.00-Encampment Resolution Fund, $1,336,424.00-Leveraged funds-City of Los Banos, General Fund The requested award amount is $2.5 million dollars. The full budget of the existing project is $11.8 million dollars of Encampment Resolution Fund grant dollars and $1.3 million dollars of leveraged funds. Using the current budget average per one (1) bedroom, one (1) bathroom unit, we estimate six (6) to eight (8) larger units (two (2) and three (3) bedrooms) could be added to the project at a cost of $2.1 million dollars and the remaining $400,000.00 dedicated to project change order/contingency funds and administrative costs. This budget includes all associated costs including construction, development, and services.

VII. A final summary
Affordable Permanent Supportive Housing is the key to addressing homelessness.

When people are stable in a safe environment, wraparound services can be offered and health can be restored and improved. Healthy communities benefit society and create success for all. The combination of the Encampment Resolution Fund award and the Central California Alliance for Health funds is an incredible opportunity to create a 4 142
groundbreaking project that combines housing, health, and other services which are vital to life change. The enhancement of CCAH funds will allow the City of Los Banos and the County of Merced to create homes for households and families. With the addition of the CCAH funds, the existing project goes above and beyond the project's initial mission and will allow the project to include children and youth which has been an underserved focus/target group in Merced County. Bringing health care services to Children and Youth will allow Merced County to offer preventative services to the next generation and will create a foundation these families might not otherwise have. We have a unique chance to curate and nurture an environment focused on health care, education, nutrition, and community-building. The City of Los Banos fully embraces the Mission and Vision of CCAH, Healthy People, Healthy Communities, and Accessible, Quality Health Care guided by local innovation. With this award, we would literally be building a Healthy Community. By placing Cal AIM providers onsite, we would create access to quality health care. We would be honored to receive these funds and be an extension and force multiplier for Central California Alliance for Health Care In addition, Project Requirements found on the CCAH website are addressed in this Letter of Intent as detailed below:

1. Medi-Cal purpose: Funded projects must designate at minimum 80% of units developed to Medi-Cal beneficiaries.

The City of Los Banos attests that the project will designate, at a minimum, 80% of units to Medi-Cal beneficiaries. Our Team connects each Participant with Medi-Cal, as a basic Case Management service.

2. Service area: Applicants must implement site-specific projects within at least one county in the Alliance service area, which includes Mariposa, Merced, Monterey, San Benito and Santa Cruz counties.

The City of Los Banos is located within Merced County. The project site is located within the City limits of Los Banos.

3. Project funding: The Alliance will award no more than 50% of total project costs. At the time of award, applicants must have secured the remaining 50% of funding necessary to complete the project from other sources.

Other funding sources can include donations, in-kind products and/or services, cash or documented loans or lines of credit and/or other state, local or grant funding. Project requests must be for non-renewable funding that can be sustained through earned revenue or other sources without dependence on further Alliance investment or grant contributions. 5 143
The Encampment Resolution Fund (ERF) award letter is attached. These funds have been promised by the State to be received in Late July 2024. Once ERF dollars have been expended, the project will be sustained by Developer's ownership of the rental units and rental revenue including a mix of renter-paid units and Section 8 Housing Choice, Project-based, and HUD-VASH vouchers. The project is regulated by a 55-year deed restriction for Affordable Housing. In addition, Cal AIM will be leveraged.

4. Eligible for Federal/State program participation: Applicant organizations must be free from any debarment and/or suspension, declared ineligibility or voluntarily excluded by any federal department or agency.

The city of Los Banos is free from any debarment and/or suspension, declared ineligibility or voluntarily excluded by any federal department or agency.

5. Compliance with current grant agreement(s): Applicant organizations that have been awarded a grant by the Alliance's Medi-Cal Capacity Grant Program must be in compliance with the terms of the grant agreement in order to be eligible for additional investment or grant funding. Past noncompliance may disqualify grantees from receiving future funding.

The City of Los Banos does not hold any other award from CCAH, but is in compliance with all other grants it holds and would be in full compliance of any grant awarded.

6. Enhanced Care Management service provision: Projects that allow for incorporation of Enhanced Care Management (ECM) and Community Support (CS) service provision directly on-site will be prioritized.

The City of Los Banos fully intends to incorporate ECM and CS services in this project.

The City currently incorporates four (4) ECM providers and two (2) CS providers with plans to add more.

7. Funding Term: Project timelines should be no more than 39 months.

Project timelines are defined as the date the project scope of work begins (after award date) to the date of project completion. Funding will be considered for the expansion of projects already in progress. However, costs incurred prior to the Alliance approving the award will not be considered. Funding is not intended for physical infrastructure projects such as building new playgrounds or parks.

The project is due to be completed no later than 6-30-2027 which is compliance with the CCAH Housing Fund project deadline of 39 months. No past costs will be addressed with these funds. Ground is due to break as soon as the State of California issues the ERF dollars which is estimated by the State to be late July 2024. No playgrounds or parks will be constructed with CCAH funds.
; https://endhomelessness.org/blog/california-statewide-study-of-homelessness-may-have-nationwideimplications/ 6 144
EXHIBIT4

AFFORDABLE HOUSING REGULATORY AGREEMENT AND

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
Letter of Agreement: Alliance Housing Fund
Last revised 01/21/25 Page 28 of28
145
146
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
EXHIBIT 4
(SPACE 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
147

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 in 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

2.1, 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. J 2
148
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 ( 42 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 during the 60-day period immediately preceding the date of applying for homeless assistance; and
(iv) 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 83727.00003\43236140.I 3
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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 provisions.

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.I 4
150
pursuant to Health and Safety Code Section 50105 and implementing regulations, or any successor provisions.

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.
i. 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 provisions.
n. 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\43236 l 40.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).
5 151
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.
ii. 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.
iii. 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:

1. 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
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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
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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 ofrace, 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 anytime 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
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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

1. 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
m. 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
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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.
iii. 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.
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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
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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 of this 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. l 12
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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 1 7 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 neglige,nt 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
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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\43236140.1 14
160
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]
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* * * * * * * * * * *
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
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OWNER:

Anabasis, a Delaware Limited Liability Company
By:

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

ATTEST:

By:

Name: ----------
Its:
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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)
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STATE OF -----

CITY OF ----- -
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)
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STATE OF ------

CITY OF - -----
On before me, ------------- -------- -------
personally appeared ________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose narne(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)
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EXHIBIT A
Legal Description of Property
TOBE ADDED M •••••••••
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167

EXHIBITB
Income Verification Form
83727.00003143236140.1 22
ITEM 9ITEM
168
83727.00003\43236140.l

EXHIBIT C
ERF State Contract & P1·ogram Requirements

TOBE ADDED
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EXHIBIT D
Central California Alliance for Health Funding Requirements

TOBE ADDED
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ATTACHMENT 3
July 31, 2024
Stacy Souza Elms
Community and Economic Development Director
City of Los Banos
520 J Street
Los Banos, CA 93635
Dear Ms. Souza Elms:

It is my pleasure to inform you that after careful consideration, your request for funding under the Alliance's Housing Fund has been approved in the amount of $2,500,000.00 to City of Los Banos.

In the coming weeks our team will follow up with information regarding the Letter of Agreement, payment information and reporting requirements. The Letter of Agreement will establish the purpose, terms and conditions of the award. Once you receive the draft, please review the Agreement very carefully, including the reporting requirements.

Award funds will be distributed based upon the terms and payment schedule outlined in the Agreement.

You will receive a confirmation email from the Alliance once your fully executed Agreement and follow up forms are available in the online awards portal. The Alliance Incentives Portal ("the Portal") is a web-based platform where Housing Fund awardees will have access to view award documentation, review payment information and installment details, and complete and submit any required reports. You will also receive an Awardee Checklist outlining the key steps for Alliance Housing Fund awards.

Please note, you will have a period of up to nine (g) months from the Award Effective Date (the future date in which the Agreement is fully executed) to begin construction of your capital project. We would like to partner with you on any press release, construction signage or other recognition of the Alliance's contribution to your project. Please review the attached Alliance Promotion Toolkit for Funded Partners for more information.

If you have any questions, please do not hesitate to reach out to our team at [email protected].

We are proud to partner with you to expand permanent housing opportunities for Medi-Cal members across the Alliance's service areas.

Sincerely,
Kristynn Sullivan
Program Development Director
Serving Mariposa, Merced, Monterey, San Benito and Santa Cruz counties www.thealliance.health • 800-700-3874
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LOsBanos
1-0 d ifon1i
Agenda Staff Report
TO: Mayor Amabile and City Council Members
FROM: Christy McCammond, Housing Program Manager
Stacy Souza Elms, Community and Economic Development Director DATE: February 19, 2025
TYPE OF REPORT: Agenda Item
SUBJECT: Authorizing the Execution of a Disposition, Development, and Loan Agreement and related instruments, including a Regulatory Agreement, with Anabasis, LLC for the One Tree Village Permanent Supportive Housing Project; Authorize a Resolution Declaring City Property as Exempt Surplus Land Pursuant to California Government Code § 54221.

Recommendation:

Staff requests the City Council consider the following items:

1. Adopt a resolution authorizing the City Manager, or designee, to execute the Disposition, Development, and Loan Agreement (DDLA), and related instruments, including a Regulatory Agreement with Anabasis, LLC and subject further to such minor, conforming and clarifying changes consistent with the terms thereof as may be approved by the City Manager, or Designee in consultation with the City Attorney prior to execution thereof for the One Tree Village Permanent Supportive Housing Project; and

2. Adopt a resolution declaring pursuant to Government Code Section 54221 that real property owned by the City is exempt surplus land.

Background:
1 ITEM 10
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On April 18, 2024, the California lnteragency Council on Homelessness awarded the City of Los Banos Encampment Resolution Funding Round 3 (ERF-3-R) funds in the amount of $11,842,621.00 for a Permanent Supportive Housing for People Experiencing Homelessness. On October 2nd, 2024, the City Council authorized entering into a Standard Agreement with the State of California for the ERF-3-R award.

On July 31, 2024, The Central California Alliance for Health (CCAH) awarded the City of Los Banos Housing Funds in the amount of $2,500,000 for Permanent Supportive Housing for People Experiencing Homelessness.

Discussion:

Staff hosted competitive bid processes to identify Developer/Contractor partners for the development of Affordable Permanent Supportive Housing for People Experiencing Homelessness and People at Risk of Experiencing Homelessness (Request for Qualifications, dated January 25, 2024 and Request for Proposals, dated April 12, 2024 ). A Developer, Ana basis, LLC, has been identified through these procurement processes.

Anabasis, LLC is a Merced County, local developer led by two Army Veterans with extensive experience in real estate and advocacy for supportive housing and is a fully registered and certified Service-Disabled Veteran Owned Small Business (SDVOSB).

They are dedicated to addressing the pressing need for affordable housing solutions.

Anabasis specializes in Affordable Housing Development particularly for Veterans and underserved communities with projects influenced by the State's housing programs administered through HCD. This organization works closely with local governments and community groups aiming to provide essential housing solutions in areas like Merced County and beyond. The founder, Adam Conour, has emphasized long term involvement in the community served rather than simply completing projects and moving on.
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The Disposition, Development, and Loan Agreement provides for the disposition of approximately four (4) acres of City property and details a plan to provide, via a forgivable loan, Encampment Resolution Grant funds and CCAH Housing Funds awarded to the City of Los Banos to Anabasis for the construction and all related work necessary to produce fifty-eight (58) units of Permanent Supportive Housing (PSH) for People Experiencing Homelessness. In addition to the construction aspect of the project, Anabasis will provide supportive services to residents of the PSH development for a period of no less than 55 years. Disposition of the property is authorized by and compliant with California Government Code section 37364.

The DDLA is summarized below:

Project Overview:
• Purpose: To develop 50 modular one (1 )-bedroom units, four (4) two (2)- bedroom units, and four (4) three (3) bedroom units with shared amenities (kitchen, living spaces, laundry facilities) and on-site offices for support services. • Property: A portion of a City lot located near Gilbert Gonzales Jr. Drive, Los Banos, California (APN 083-100-084).
• City Involvement: The City owns the land and will convey it to Anabasis LLC under specific terms.

Financial Provisions:
• City Loan: Low-interest deferred loan to the developer, funded by Encampment Resolution Funding Round 3 (ERF-3-R) and CCAH Housing Funds. The loan may be forgiven if the developer adheres to all terms. The project site is a portion of city-owned Parcel: 083-100-084 and will be sold to Ana basis for a fee of $5 after all terms of the DDLA are satisfied.
• Developer Responsibilities: Payment of development fees, construction, and all associated costs, from the ERF and CCAH funding provided as a forgivable loan.

The City provides no additional financial assistance except the ERF and CCAHfunded loan.

Development Terms:
• Due Diligence: The developer is responsible for environmental and geotechnical assessments and must accept the property "as is" unless issues are resolved in negotiation with the City.
• Entitlements and Approvals: All plans, permits, and compliance with zoning regulations must be obtained by the developer at their expense. This includes all environmental review of the project.
• Construction Timeline: Completion of construction and issuance of a certificate of occupancy must occur within one year of escrow closure. • Easement: The developer must agree to access and easement rights relating to the City's remainder parcel.
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Legal and Operational Conditions:
• Regulatory Agreement: A restrictive covenant ensuring the property remains affordable for at least 55 years.
• Insurance and Indemnification: The developer must maintain insurance and indemnify the City against claims arising from the project. • Escrow Instructions: Detailed procedures for the purchase and transfer of the property, including conditions precedent for both parties.

Recourse and Termination:
• Non-Recourse Loan: The City's recourse is limited to the property; the developer's personal assets are not at risk unless specific violations occur. • Escrow Termination: Either party may cancel the agreement under certain conditions, such as failure to meet due diligence or title requirements.

The Regulatory Agreement is summarized below:

Purpose and Scope:
• The agreement ensures affordable housing availability for eligible households through rental and income restrictions for 55 years after a Certificate of Completion is issued.
• Developer must comply with requirements of the Encampment Resolution Funding (ERF) Round 3, and CCAH Housing Funds aimed at housing those experiencing or at risk of homelessness.

Affordable Housing Details:
• The project consists of 58 modular units, including 57 units restricted to households experiencing homelessness and who are or have been residing in an encampment and one unrestricted unit for onsite property management.

Eligibility:
• Eligible households include individuals and households who are homeless, and who are currently living, or recently lived in the encampment specified in the City's ERF agreement.

Rental and Occupancy Requirements:
• Monthly rent is capped based on income categories.

Property Management and Services:
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• A supportive services plan is required, detailing operational management and resident support services.
• Affirmative marketing and tenant selection plans must be approved by the City.

Compliance and Maintenance:
• Regular inspections, audits, and annual reports are mandated. • Owners must maintain the property and ensure compliance with ERF and CCAH program requirements.

Legal and Financial Provisions:
• The agreement includes clauses on default, remedies, transfer limitations, and insurance requirements.
• The City retains the right to enforce compliance through various remedies, including possession of the property.

Non-Discrimination:
• The project must adhere to all relevant anti-discrimination laws, including the Americans with Disabilities Act and the Fair Housing Act.

Additional Provisions:
• Acknowledges compliance with the Pet-Friendly Housing Act of 2017. • Specifies that this agreement will override any conflicting provisions in related agreements, except for government regulations.

The proposed project to develop 58 residential units, including 1 unrestricted manager's unit and 57 permanent supportive housing (PSH) units for individuals experiencing homelessness or at risk of homelessness represents a critical public benefit by addressing one of the most pressing challenges facing our community: housing instability and homelessness. This initiative aligns with our shared values of equity, compassion, and opportunity while advancing broader public policy goals of reducing homelessness and its associated societal costs.

The PSH project will provide safe, stable, and dignified housing for 57 households, directly supporting individuals and families who face significant barriers to accessing traditional housing. Permanent supportive housing has been proven to reduce homelessness, improve health outcomes, and foster long-term stability for vulnerable populations.

By reducing homelessness, the project contributes to healthier neighborhoods, safer streets, and a stronger sense of community well-being. It will create opportunities for residents to rebuild their lives and engage productively in the community. 5 177
The sale of four ( 4) acres of public land for five dollars ($5) to the developer is a strategic and necessary investment in achieving public benefits. The land sale directly facilitates a project that serves a critical public need. Leveraging public assets to address homelessness is an effective and ethical use of resources to promote the wellbeing of the broader community.

The benefits generated by the PSH project far outweigh the monetary value of the land.

Reduced homelessness, decreased public system costs, improved public health outcomes, and enhanced community stability translate to significant economic and social returns over time.

The project aligns with local and regional policy priorities to expand affordable housing, reduce homelessness, and promote inclusive growth. By supporting this initiative, the city demonstrates its commitment to addressing these urgent challenges through effective partnerships with the private sector.

Fiscal Impact:

The City of Los Banos was awarded . $11,842,621.00 of ERF-3-R funds for the development of Permanent Supportive Housing. The Amount of the forgivable loan issued to Anabasis is planned to be a portion of the ERF grant and the entirety of the CCAH grant for a total of $12,174,020.00. The remaining amount of the ERF grant, $1,952,601.00 will be used to pay expenses and general administration directly from the City of Los Banos to any vendors owed for the specific and sole use of the ERF PSH project.

The City of Los Banos was awarded $2,500,00.00 of CCAH Housing Funds for the development of Permanent Supportive Housing. The entire amount of $2,500,00.00 is included in the forgivable loan as structured in the DDLA.

Environmental Analysis:

The requested City Council action is not a "Project" as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a "Project" means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. However, the requested action is not approval of a Project and constitutes a "preliminary contract" within the meaning of Section 15004 because the Project is subject to compliance with CEQA, and the DDLA does not bind any party or commit to any definitive course of action prior to CEQA compliance, does not restrict the City from considering any feasible mitigation measures or alternatives, does not restrict the City from disapproving entitlements for the Project, and does not create any vested rights to proceed with the Project. The close of escrow under the DDLA is specifically conditioned on future compliance with CEQA.

Reviewed by:
6 178
Gary Brizzee, Interim City Manager Brent Kuhn, Finance Consultant Attachments:

1. Disposition, Development, and Loan Agreement

2. Regulatory Agreement (DDLA, Exhibit K)

3. One Tree budget

4. Resolution Authorizing the DDLA and Regulatory Agreement

5. Resolution Declaring City Property as Exempt Surplus Land

6. Exhibit A - Legal Description and Site Map depicting property to be disposed and City's remainder parcel

7. Exhibit B - One Tree Site Plan
7 179
180
RESOLUTION NO. --

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF LOS BANOS AUTHORIZING THE

EXECUTION OF A DISPOSITION,

DEVELOPMENT, AND LOAN AGREEMENT AND

RELATED INSTRUMENTS, INCLUDING A

REGULATORY AGREEMENT, WITH ANABASIS,

LLC FOR THE ONE TREE VILLAGE PERMANENT

SUPPORTIVE HOUSING PROJECT
WHEREAS, Government Code§ 37350, et seq., authorizes the City of Los Banos to dispose of real property for the common benefit;
WHEREAS, WHEREAS, Staff hosted competitive bid processes to identify Developer/Contractor partners for the development of Affordable Permanent Supportive Housing (PSH) for People Experiencing Homelessness and People at Risk of Experiencing Homelessness (Request for Qualifications, dated January 25, 2024 and Request for Proposals, dated April 12, 2024) for approximately four (4) acres generally located to the west of the Gilbert Gonzalez Apartment Community in the City of Los Banos (a portion of Assessor's Parcel Numbers: 083-100-084) (the "Property''); WHEREAS, in connection with the Project, the Developer and City staff have, in good faith, negotiated a proposed disposition, development, and loan agreement attached to this Resolution as Exhibit A the terms of which carry out the legislative purpose of Government Code § 37350, et seq and will assure the parties to this Agreement of mutually desirable development of the Property for the purpose of developing permanent supportive housing to People Experiencing Homelessness; WHEREAS, the City Council, having duly considered this Agreement, finds and declares that the provisions of this Agreement are consistent the City's General Plan; WHEREAS, it has been determined this action is not a "Project" as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a "Project" means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. However, the requested action is not approval of a Project and constitutes a "preliminary contract" within the meaning of Section 15004 because the Project is subject to compliance with CEQA, and the DDLA does not bind any party or commit to any definitive course of action prior to CEQA compliance, does not restrict the City from considering any feasible mitigation measures or alternatives, does not restrict the City from disapproving entitlements for the Project, and does not create any vested rights to proceed with the Project;
1 181
WHEREAS, the City of Los Banos was awarded $11,842,621 in Encampment Resolution Funds (ERF), to develop Permanent Supportive Housing for People Experiencing Homelessness who reside, or who had recently resided in a designated city encampment;
WHEREAS, the Central California Alliance for Health awarded the City of Los Banos $2,500,00.00 in Housing Funds for the construction of eight (8) units of Permanent Supportive housing;
WHEREAS, the PSH project will provide safe, stable, and dignified housing for 58 households, directly supporting individuals and families who face significant barriers to accessing traditional housing;
WHEREAS, permanent supportive housing has been proven to reduce homelessness, improve health outcomes, and foster long-term stability for vulnerable populations;
WHEREAS, by reducing homelessness, the project contributes to healthier neighborhoods, safer streets, and a stronger sense of community well-being, and will create opportunities for residents to rebuild their lives and engage productively in the community;
WHEREAS, the disposition of the Property to the developer is authorized by and compliant with California Government Code section 37364 and is a strategic and necessary investment in achieving public benefits, and the City has a public purpose in disposing of the Property for less than fair market value for the following reasons:

1. Public Land Serving Public Good
The land sale directly facilitates a project that serves a critical public need.

Leveraging public assets to address homelessness is an effective and ethical use of resources to promote the well-being of the broader community.

2. Affordable Housing Development Challenges
Developing PSH projects requires significant financial investment, often constrained by limited funding sources. Reducing the upfront cost of land acquisition enables the developer to allocate more resources toward construction, services, and sustainability, ensuring the project's long-term success.

3. Economic and Social Returns
The benefits generated by the PSH project far outweigh the monetary value of the land. Reduced homelessness, decreased public system costs, improved public health outcomes, and enhanced community stability translate to significant economic and social returns over time.
2 182

4. Alignment with Public Policy Goals
The project aligns with local and regional policy priorities to expand affordable housing, reduce homelessness, and promote inclusive growth. By supporting this initiative, the city demonstrates its commitment to addressing these urgent challenges through effective partnerships with the private sector.

The sale of the Property, which is four (4) acres of a larger parcel, for nominal consideration five dollars ($5) is a strategic investment that enables the development of a transformative project, delivering meaningful and lasting benefits to both the individuals served and the broader community. This initiative reflects the community's shared commitment to addressing homelessness with urgency, compassion, and pragmatism.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Los Banos does hereby:

1. Approve the Disposition, Development, and Loan Agreement, attached hereto as Exhibit A, and subject further to such minor, conforming and clarifying changes consistent with the terms thereof as may be approved by the City Manager, or Designee in consultation with the City Attorney prior to execution thereof, for the disposition of the Property for five dollars ($5.00) and with a forgivable loan in the amount of $12,174,020.00, for the development and construction of the Project.

2. Execute the Regulatory Agreement attached hereto as Exhibit B, and subject further to such minor, conforming, and clarifying changes consistent with the terms thereof as may be approved by the City Manager, or Designee in consultation with the city Attorney prior to execution thereof, which governs use and operation of the Property for the Project.

3. Upon the effective date of this Resolution, the Mayor and City Clerk are hereby authorized and directed to execute the Disposition, Development, and Loan Agreement as well as the Regulatory Agreement on behalf of the City of Los Banos.

4. The City Manager, or Designee is hereby authorized and directed to perform all acts authorized to be performed by the City Manager in the administration of the Development, Disposition, and Loan Agreement and Regulatory Agreement pursuant to the terms of both Agreements.

The foregoing Resolution was introduced at a regular meeting of the City Council of the City of Los Banos held on the 19th day of February 2025, by Council Member ___ who moved its adoption, which motion was duly seconded by Council Member ___ and the Resolution adopted by the following vote:

AYES:

NOES:
3 183
ABSENT:

APPROVED:

Michael Amabile, Mayor
ATTEST:

Lucille L. Mallonee, City Clerk
4 184
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188
One Tree Village
Description
ATTACHMENT 3
Item

SUPPORTIVE SERVICES
Onsite Program Manager (1 FTE)
Property Manager (1 FTE)
Services Coordinator (2.0 FTE)
Facility Maintenance Staff (1.0 FTE)
Benefits
Subtotal - Supportive Services Costs

CAPITAL COSTS
Residential Units
Services Building
Dwelling Unit Storage
Architect Services
Engineer Services
Electrical Connections
Solar
Landscaping
Ground Work/Grading/Leveling
Sewer Connections
Water Connections
Permanent Foundations
Asphalt and Cement
Subtotal-Capital Costs

OPERATING COSTS
Electric Service Fees (per month)
Water Service Fees (per month)
Sewer Service Fees (per month)
Data Services (per month)
Landscaping Services (per month)
Subtotal-Operating Costs

CONSTRUCTION COSTS
Developer Construction Management Fee
Manages program/services onsite
Lease and Resident services onsite
Services to Residents onsite
Maintains property maintenance
Health and Retirement Benefits
58 total units (1,2, and 3 bedroom)
Modular offices for Resident Services
5X5 storage units
Architect for project design
Electrical connections to all units
Solar Panels
Project site landscaping
Ground work on project site
City Sewer connection
City Water connection
Foundations for units and buildings
Asphalt and Cement for project
Monthly fees for PG&E
Monthly fees for City Water
Monthly sewer fees
Internet/Data/Phone
Monthly landscaping services
Contingency and Change Order Set Aside Change orders
Subtotal-Construction Costs

PRE-ESCROW PERSONAL GUARANTY COSTS
Architect Services
Engineer Services
Consultant-Landscape, Utility
Legal Services
Pre-Construction Management Fee
Subtotal-Pre-Escrow Personal Guaranty Costs
Subtotal - All Non Supportive Services Costs

TOT AL BUDGET-AMOUNT OF LOAN
$ 300,000.00
$ 225,000.00
$ 408,000.00
$ 225,000.00
$ 314,820.00
$ 1,472,820.00
$ 5,000,000.00
$ 250,000.00
$ 80,000.00
$ 150,000.00
$ 50,000.00
$ 300,000.00
$ 600,000.00
$ 90,000.00
$ 592,000.00
$ 62,400.00
$ 114,400.00
$ 435,000.00
$ 350,000.00
$ 8,073,800.00
$ 216,000.00
$ 126,000.00
$ 108,000.00
$ 9,000.00
$ 14,400.00
$ 473,400.00
$ 1,081,000.00
$ 473,000.00
$ 1,554,000.00
$ 50,000.00
$ 200,000.00
$ 100,000.00
$ 50,000.00
$ 200,000.00
$ 600,000.00
$ 10,701,200.00
$ 12,174,020.00
189
190
RESOLUTION NO. XXXX

RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF LOS BANOS DECLARING PURSUANT
TO GOVERNMENT CODE SECTION 54221 THAT

REAL PROPERTY OWNED BY THE CITY IS

EXEMPT SURPLUS LAND FOR PURPOSES

STATED HEREIN, AND FINDING THAT SUCH

DECLARATION IS EXEMPT FROM

ENVIRONMENTAL REVIEW UNDER THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT
WHEREAS, the City of Los Banos (the "Agency" or the "City") recognizes the critical need for affordable housing within the City to address the housing needs of persons and families of low or moderate income; and
WHEREAS, the City is the owner in fee simple of that certain real property located near Gilbert Gonzales, Jr. Drive, Los Banos, California, commonly referred to as Assessor's Parcel Number 083-100-084, and depicted in Exhibit "A," attached hereto and incorporated herein, and the City desires to dispose of a portion of the Property (hereafter, the "Property") for development of a permanent supportive housing development project with one hundred percent (100%) of the residential units restricted for households with income that does not exceed the limits for low income households, as defined in California Health and Safety Code Section 50079.5; WHEREAS, the Property is not necessary for the City's use and may be disposed of as "surplus land" pursuant to the Surplus Land Act, Government Code sections 54220 et seq. (the "Act"); and
WHEREAS, the Property may also be declared exempt surplus land pursuant to California Government Code Section 54221, subdivision (f)(1 )(F) if one hundred percent (100%) of the residential units are restricted as affordable housing for persons and families of low or moderate income, with at least 75 percent of the residential units restricted to lower income households, as defined in California Health and Safety Code Section 50079.5, at an affordable rent, as defined in California Health and Safety Code Section 50053, for a minimum of 55 years; and
WHEREAS, pursuant to California Health and Safety Code Section 50093, persons and families of low or moderate income includes very low-income households, as defined in California Health and Safety Code Section 50105, and the City desires to restrict a number of the affordable units to households that qualify as very low income households; and
WHEREAS, the Property may be declared as exempt surplus land consistent with Government Code Section 54221 (f)(2) of the Act because the Property is not: within a 191
coastal zone; adjacent to a historical unit of the State Parks System; listed on, or determined by the State Office of Historic Preservation to be eligible for, the National Register of Historic Places; or, within the Lake Tahoe region as defined in Government Code Section 66905.5.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Los Banos, AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are incorporated herein as a substantive part of this Resolution.

SECTION 2. The City Council hereby declares that the Property is surplus land under Government Code Section 54221 and not necessary for the City's use.

SECTION 3. The City Council hereby declares that the Property is exempt surplus land that may be disposed pursuant to California Government Code Section 54221, subdivision (f)(1 )(F), subject to a recorded covenant as described in Section 3 of this Resolution that requires one hundred percent (100%) of the residential units shall be provided as affordable rental units to households with income that does not exceed the limits for low income households, as defined in California Health and Safety Code section 50079.5, for a minimum of 55 years. If the Property is disposed pursuant to this exemption, the recorded covenant shall comply with the requirements of Government Code Section 54221, subdivision (f)(1 )(F), and implementing Guidelines from the California Department of Housing and Community Development, which require that the affordable rent shall not be higher than twenty percent (20%) below the median market rents for the neighborhood in which the Property is located, based upon the most recent median market rents for the zip code where the Property is located.

SECTION 4. The City Council further finds that the Property may be declared exempt surplus land consistent with Section 54221 (f)(2) of the Act because the Property is not: within a coastal zone; adjacent to a historical unit of the State Parks System; listed on, or determined by the State Office of Historic Preservation to be eligible for, the National Register of Historic Places; or, within the Lake Tahoe region as defined in Government Code Section 66905.5.

SECTION 5. Any disposition of the Property pursuant to the exemptions set forth herein shall be subject to a covenant recorded against the Property that shall run with the land and be enforceable against any owner who violates the covenant or restriction and each successor in interest who continues the violation.

SECTION 6. This Resolution has been reviewed with respect to the applicability of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) ("CEQA"). Agency staff has determined that the designation of this property as exempt surplus does not have the potential for creating a significant effect on the environment and is therefore exempt from further review under CEQA pursuant to State CEQA Guidelines Section 15060(c)(3), because it is not a project as defined by the CEQA Guidelines, Section 15378. Adoption of the Resolution does not have the 192
potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

SECTION 7. A copy of this Resolution shall be sent to the California Department of Housing and Community Development in accordance with the requirements of Section 400( e) of the SLA Guidelines.

SECTION 8. If any section, subsection, paragraph, sentence, clause or phrase of this Resolution is declared by a court of competent jurisdiction to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining portions of this Resolution.

SECTION 9. The City Clerk shall certify to the adoption of this Resolution.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Los Banos does hereby declare pursuant to Government Code Section 54221 that real property owned by the City of Los Banos, specifically identified as Assessor's Parcel Number 083- 100-084, is exempt surplus land for purposes stated herein, and finding that such declaration is exempt from environmental review under the California Environmental Quality Act.

The foregoing Resolution was introduced at a regular meeting of the City Council of the City of Los Banos held on the __ day of ____ 20_, by Council Member _ __ who moved its adoption, which motion was duly seconded by Council Member ___ and the Resolution adopted by the following vote:

AYES:

NOES:

ABSENT:

APPROVED:

Michael Amabile, Mayor
ATTEST:

Lucille L. Mallonee, City Clerk
193
Exhibit A

LEGAL DESCRIPTION PROPERTY
194
EXHIBIT "A"
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 corner 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 corner 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.
195
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:

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 corner 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) 196

DISPOSITION, DEVELOPMENT AND LOAN AGREEMENT
(Permanent Supportive Housing Development)
between

THE CITY OF LOS BANOS
a California municipal corporation
and
Anabasis LLC
a Delaware limited liability company
83727.00003\43242936.J
197

DISPOSITION, DEVELOPMENT AND LOAN AGREEMENT
[PERMANENT SUPPORTIVE HOUSING DEVELOPMENT]
This DISPOSITION, DEVELOPMENT AND LOAN AGREEMENT ("Agreement") is dated as of _____ ., 2025 ("Date of Agreement"), for reference purposes only, and is entered into by and between the City of Los Banos, a California municipal corporation ("City") and Anabasis, LLC, a Delaware limited liability company ("Developer"). The City and the Developer are sometimes referred to in this Agreement, each individually, as a "Party," or collectively, as the "Parties."

RECITALS
This Agreement is entered into with reference to the following recitals of fact ("Recitals") that City and Developer believe to be true as of the Effective Date of this Agreement:

A. The City is the owner of that certain real property located near Gilbert Gonzales Jr.

Drive, Los Banos, California (APN 083-100-084) and more specifically described in Exhibit A attached hereto and incorporated herein by this reference. This Agreement relates to a portion of the real estate depicted in Exhibit B attached hereto and incorporated herein by this reference (hereafter, the "Property").

B. On April 12, 2024, the City issued a Request for Proposals for "Affordable Housing for People Experiencing Homelessness Project Developer/joint applicant," which sought proposals for a Permanent Supportive Housing Development for People Experiencing Homelessness on the Property.

C. The Developer submitted a proposal with a concept for fifty (50) modular onebedroom units with private bathrooms, and shared kitchen/living spaces, laundry facilities and offices for on-site services. The proposal included on-site supportive services that would coordinate care both on-site and off-site, and neighborhood engagement.

D. The development of the Property pursuant to the terms of this Agreement is in the best interest of the City and the health, safety and welfare of the City's taxpayers and residents and is in accordance with the public purposes set forth in applicable law. The Agreement serves a need in the City for affordable housing that is presently insufficient for the number of persons reporting homelessness within the City.

E. The Property was previously owned by the former City of Los Banos Redevelopment Agency ("Former RDA"). The City acquired the Property from the Former RDA pursuant to a Compensation Agreement, dated as of November 6, 2020. The disposition and development of the Property for the purposes set forth set forth herein are consistent with the Redevelopment Plan of the Former RDA and the Compensation Agreement.

F. The City desires to convey the Property to the Developer for the development and operation of the Property with fifty eight (58) residential units, including fifty seven (57) units restricted as permanent supportive housing for income-qualified homeless households and one (1) -1-
83727.00003\43242936. l
198
unrestricted unit (the "Project"), as further set forth herein, and the Developer desires to acquire the Property from the City for the same purpose.

G. Additionally, the City has received an award of Encampment Resolution Funding Round 3 (ERF-3-R) ("ERF Funding") for use on the Project and desires to use the ERF Funding for the Project with a low-interest, deferred loan to the Developer, which will be forgiven at the end of the loan term if Developer complies with the loan terms and conditions, as further set forth herein.

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by City and Developer, the Parties agree as follows:

TERMS AND CONDITIONS

ARTICLE I
DEFINITIONS; REPRESENTATIONS AND WARRANTIES;

EFFECTIVE DATE

1.1 Definitions. All initially capitalized terms not otherwise defined in this Agreement shall have the following meanings:

1.1.1 "Additional Insureds" has the meaning ascribed to such term m Section 6.10.

1.1.2 "CEQA" means the California Environmental Quality Act, Public Resources Code Sections 21000, et seq.

1.1.3 "Certificate of Completion" means the written certification of City that the construction of the Project has been completed in compliance with the terms and conditions of this Agreement, substantially in the form of Exhibit G attached to this Agreement.

1.1.4 "CCAH Funding Requirements" means the requirements from the funding awarded to the City by the Santa Cruz-Monterey-Merced-San Benito-Mariposa Managed Medical Care Commission, operating as Central California Alliance for Health, which is used to fund a portion of the City Loan, as set forth in Exhibit O attached hereto and incorporated herein by reference.

1.1.5 "City" means the City of Los Banos, California, a California municipal corporation.

1.1.6 "City Deed of Trust" means the deed of trust made by Developer in favor of the City to secure the City Promissory Note.

1.1.7 "City Loan" means the loan from City to Developer in the amount of [Twelve Million One Hundred Seventy Four Thousand Twenty Dollars and Zero Cents -2-
83727.00003\43242936.I
199
($12,174,020.00)], as evidenced by the City Promissory Note and secured by the City Deed of Trust, on the terms and conditions set forth in this Agreement.

1.1.8 "City Promissory Note" means the promissory note evidencing Developer's promise to pay the City Loan, and which is secured by the City Deed of Trust.

1.1.9 "City Promissory Note-Interim Loan" means the promissory note evidencing Developer's promise to pay amounts of the City Loan disbursed prior to Close of Escrow for Initial Pre-Development Costs, as defined below.

1.1.10 "City Manager" means the City Manager of the City or the City Manager's designee or successor in function.

1.1.11 "City Requirements" has the meaning ascribed to the term in Section

2.6.2 ..

1.1.12 "City's Title Notice Response" means the written response of the City to the Developer's Title Notice, in which the City either (i) elects to cause the removal from the Preliminary Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected to in the Developer's Title Notice, or (ii) elects not to cause the removal from the Preliminary Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected to in the Developer's Title Notice.

1.1.13 "Close of Escrow" or "Closing" means the recording of the Deed for the Property in the Official Records of the Recorder of the County, and completion of each of the actions set forth in ARTICLE IV by the Escrow Holder for the City to sell the Property to the Developer and the Developer to purchase the Property from the City.

1.1.14 "Completion of Construction" means the issuance of a Certificate of Completion confirming that the final certificate of occupancy for the Project, based on the plans submitted by the Developer to the City, has been issued.

1.1.15 "Construction Costs" means the total cost incurred by Developer in acquiring the Property and constructing the Project in accordance with this Agreement.

1.1.16 "Control" means and refers to possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by ownership of equity interests, by contract or otherwise.

1.1.17 having Control.

1.1.18 "Controlling" and "Controlled" mean and refer to exercising or "County" means the County of Merced, California.

1.1.19 "Developer's Title Notice" means a written notice from the Developer to the City indicating the Developer's acceptance of the state of the title to the Property, as described in the Preliminary Report, or the Developer's objection to specific matters shown in -3-
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Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy for the Property, describing in suitable detail the actions that the Developer reasonably believes are indicated to cure or correct each of the Developer's objections.

1.1.20 "Developer's Title Notice Waiver" means a written notice from the Developer to the City waiving the Developer's previous objection in the Developer's Title Notice to specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy for the Property.

1.1.21 "Due Diligence Investigations" means the Developer's due diligence investigations of the Property to determine the suitability of the Property for development and operation of the Project, including, without limitation, investigations of the environmental and geotechnical suitability of the Property, as deemed appropriate in the reasonable discretion of the Developer, all at the sole cost and expense of the Developer.

1.1.22 "Due Diligence Investigation Conclusion Notice" means a written notice of the Developer delivered to the City and the Escrow Holder, prior to the end of the Due Diligence Period, indicating the Developer's acceptance of the condition of the Property or indicating the Developer's rejection of the condition of the Property and refusal to accept a conveyance of fee title to the Property, describing in reasonable detail the actions that the Developer reasonably believes are indicated to allow the Developer to accept the condition of the Property.

1.1.23 "Due Diligence Period" means the date commencing on the Effective Date and ending at 5:00 p.m. on the ninetieth (90th) day following the Effective Date.

1.1.24 "Earnest Money Deposit" means One Dollar ($1.00) payable in cash or other immediately available funds.

Section 6.9.

1.1.25 1.1.26
"Effective Date" has the meaning ascribed to the term in Section 1.3 .. "Environmental Claims" has the meaning ascribed to the term in

1.1.27 "Environmental Laws" means all federal, state, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority regulating, relating to, or imposing liability of standards of conduct concerning any hazardous substance (as later defined), or pertaining to occupational health or industrial hygiene (and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to hazardous substances on, under, or about the Property, occupational or environmental conditions on, under, or about the Property, as now or may at any later time be in effect, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") [42 USC Section 9601 et seq.l; the Resource Conservation and Recovery Act of 1976 ("RCRA") [42 USC Section 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act ("FWPCA") [33 USC Section 1251 et seq.]; the Toxic Substances Control Act ("TSCA") [15 USC Section 2601 et seq.]; the Hazardous Materials Transportation Act ("HMTA") [49 USC Section 1801 et seq.l; the Insecticide, Fungicide, Rodenticide Act [7 USC Section 6901 et seq.] the Clean Air Act [42 USC -4-
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Section 7401 et seq.]; the Safe Drinking Water Act [42 USC Section 300fet seq.l; the Solid Waste Disposal Act [ 42 USC Section 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USC Section 101 et seq.] the Emergency Planning and Community Right to Know Act [42 USC Section 11001 et seq.]; the Occupational Safety and Health Act [29 USC Section 655 and 657]; the. California Underground Storage of Hazardous Substances Act [California Health & Safety Code Section 25288 et seg.l; the California Hazardous Substances Account Act [California Health & Safety Code Section 25300 et seq.l; the California Safe Drinking Water and Toxic Enforcement Act [California Health & Safety Code Section 24249.5 et seg.l the Porter-Cologne Water Quality Act [ California Water Code Section 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent the occupational health or industrial hygiene laws, ordinances, or regulations relate to hazardous substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use.

1.1.28 "Environmental Matters" has the meaning ascribed to the term in Section 6.9 ..

1.1.29 "ERF Funding Requirements" means all requirements of the ERF Program, pursuant to the ERF Standard Agreement executed between the City and the California Department of Housing and Community Development, attached hereto as Exhibit N and incorporated herein by reference.

4.6. 1.1.30

1.1.31 "Escrow" has the meaning ascribed to the term in Section 4.1. "Escrow Closing Date" has the meaning ascribed to the term in Section

1.1.32 "Escrow Holder" means TransCounty Title Company, located in 265 Mercy Springs Road, Suite K, Los Banos. CA 93635.

1.1.33 "Escrow Opening Date" has the meaning ascribed to the term in Section 4.1.

1.1.34 "Event of Default" has the meaning ascribed to the term in Section 8.1.

1.1.35 "FIRPT A Affidavit" means an affidavit complying with Section 1445 of the United States Internal Revenue Code.

1.1.36 "Grant Deed" means a deed in the form of Exhibit D to this Agreement, conveying all of the City's interest in the Property to the Developer, which shall include provisions for a subdivision of the Property that will be conveyed to Developer.

1.1.37 "Governmental Agency" means any and all courts, boards, agencies, commissions, offices, or authorities of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city, or otherwise) whether now or later in existence. -5-
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1.1.38 "Governmental Requirements" means all codes, statutes, ordinances, laws, permits, orders, and any rules and regulations promulgated thereunder of any Governmental Agency.

1.1.39 "Hazardous Substances" means, without implied limitation, substances defined as "hazardous substances," "hazardous material," "toxic substance," "solid waste," or "pollutant or contaminate" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601, et seq.; the Toxic Substances Control Act ("TSCA") [15 U.S.C. Sections 2601, et seq.]; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq.; those substances listed in the United States Department of Transportation (DOT) Table [ 49 CFR 172.101], or by the EPA, or any successor authority, as hazardous substances [ 40 CFR Part 302]; and those substances defined as "hazardous waste" in Section 25117 of the California Health and Safety Code or, as "hazardous substances" in Section 25316 of the California Health and Safety Code; other substances, materials, and wastes that are, or become, regulated or classified as hazardous or toxic under federal, state, or local laws or regulations and in the regulations adopted pursuant to said laws, and shall also include manure, asbestos, polychlorinated biphenyl, flammable explosives, radioactive material, petroleum products, and substances designated as a hazardous substance pursuant to 33 USC Section 1321 or listed pursuant to 33 USC Section 1317.

1.1.40 "Indemnified Parties" has the meaning ascribed to the term in Section

6.8. 1.1.41 "Initial Pre-Development Costs" means the pre-development costs identified on the Project Budget that City has approved for disbursement of the City Loan prior to Close of Escrow.

1.1.42 "Lender" means any state or federally chartered bank, savings and loan, capital investment group, or other third party financial institution which routinely makes Loans to developments and developers such as the Project and the Developer in the normal course of business and which has been approved by the City pursuant to Section 8.3 ..

1.1.43 "Lien" means any mortgage, deed of trust, or other security instrument encumbering Developer's fee interest in the Property and/or Project, or any part thereof, or any pledge or other agreement given as security for the repayment of a Loan and by which a Lender would be able to acquire any interest in the Developer upon the Developer's breach of any obligation under the Lender's Loan Documents.

1.1.44 "Loan" means any loan or third party equity/capital contribution (e.g. mezzanine financing) for the Project other than that provided by the City.

1.1.45 "Loan Documents" means the various documents and instruments made by and between the Developer and a Lender that evidence a Loan and the security for repayment of such Loan.

1.1.46 "Maintenance Deficiency" has the meaning ascribed to the term in Section 6.3.1.
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1.1.47 "Normal Business Hours" means the normal business hours of the City. As of the Effective Date, the City's normal business hours are Monday through Friday, between the hours of 8:00 a.m. and 5:00 p.m. Pacific Time.

1.1.48 "Notice of Agreement" means the notice in the form of Exhibit E to this Agreement to be recorded against the Property at the Close of Escrow to provide constructive record notice of the existence and application of this Agreement to the Property.

1.1.49 1.1.50
"Party" means individually, the City or the Developer, as applicable. "Parties" means collectively, the City and the Developer.

1.1.51 "PCO Statement" means a preliminary change of ownership statement provided for in California Revenue and Taxation Code Section 480.3.

1.1.52 "Permitted Exceptions" means (i) any and all items shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that the Developer accepts, pursuant to Section 4.4; (ii) any exceptions from coverage under the proposed Title Policy resulting from the Developer's activities on the Property; (iii) non-delinquent property taxes and assessments; (iv) this Agreement; or (v) the Grant Deed.

1.1.53 "Permitted Transfer" means and refers to any of the following types of Transfers by the Developer, where the person or entity to which such Transfer is made expressly assumes the obligations of the Developer under this Agreement in a written instrument satisfactory to the City.

1.1.53.1 Any Lien given to Lender in connection with a Loan approved by the City pursuant to Section 7.3, and

1.1.53.2 Any Transfer to Eligible Household pursuant to this Agreement and the Regulatory Agreement.

1.1.54 "Plans and Specifications" has the meaning ascribed to the term in Section 2.6.1.

1.1.55 "Preliminary Report" means a preliminary report issued by the Title Company in contemplation of the issuance of the Title Policy, accompanied by legible copies of all documents listed in Schedule B of the report as exceptions to coverage under the proposed Title Policy. The Parties acknowledge that they may prepare one (1) or more Preliminary Reports for each parcel, or group of parcels, comprising the Property. In such case, all reports, notices, and objection letters which pertain to the Preliminary Report for the entirety of the Property shall apply separately to each Preliminary Report associated with a parcel or a group of parcels.

1.1.56 "Project" means the construction and development of the Property with fifty eight (58) modular homes, inclusive of one unrestricted manager's unit, including the acquisition of the homes, all required or associated on-site and off-site improvements, all hardscape and all landscaping, all as specifically described in the Scope of Development, and all -7-
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to be developed in accordance with the Plans and Specifications to be approved by the City and any conditions imposed by the City in its approval of the Plans and Specifications.

1.1.57 "Project Completion Date" means that date set forth therefor by which a Certificate of Completion shall be issued for the Project, as more particularly provided in the Schedule of Performance. The Project Completion Date shall be no later than the date which is [one (1) year] after the Close of Escrow.

1.1.58 "Property" means that real property, and all current and future improvements thereon (including, without implied limitation, the Project), described in Exhibit A.

The legal description of the Property will be prepared during Escrow, subject to the Parties approval, which shall not be unreasonably withheld.

1.1.59 "Property Transfer" means and refers to any "change in ownership," as defined in Revenue and Taxation Code Sections 60, et seg., of all or any portion of the Property.

1.1.60 "Project Budget" means the budget approved by the City, which is attached hereto as Exhibit K and incorporated herein by reference.

1.1.61 "Purchase Price" means the amount of five dollars ($5.00), in cash or immediately available funds.

1.1.62 "Record", "recorded", "recording" or "recordation" each mean and refer to recordation of the referenced document in the official records of the Recorder of the County of Merced, California.

1.1.63 "Regulatory Agreement" means the Affordable Housing Regulatory Agreement And Declaration of Covenants, Conditions and Restrictions, which is required by this Agreement and in substantially the same form as Exhibit J, which shall have a term of not less than fifty five (55) years from the date of issuance of the Certificate of Completion.

1.1.64 "Restricted Unit" means all dwelling units constructed on the Property and subject to the Regulatory Agreement.

1.1.65 "Schedule of Performance" means the schedule for the performance of certain actions by the Parties pursuant to this Agreement, attached to this Agreement as Exhibit C.

1.1.66 "Scope of Development" means the detailed description of the Project attached to this Agreement as Exhibit B.

1.1.67 "Title Company" means TransCounty Title Company, located in 265 Mercy Springs Road, Suite K, Los Banos. CA 93635.

1.1.68 "Title Policy" means a standard CLT A owners' policy of title insurance issued by the Title Company, with coverage in the full amount of the Purchase Price and insuring fee title to the Property, subject only to the Permitted Exceptions. However, at Developer's option, Developer may acquire an ALT A extended coverage policy. City shall pay for the standard CL TA policy. Developer shall pay for any additional or ALT A extended coverage policy. -8-
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1.1.69 "Transfer" means any of the following:

1.1.69.1 Any total or partial sale, assignment, conveyance, trust, power, or transfer in any other mode or form, by the Developer of more than a 49% interest in the Developer's interest in this Agreement, the Property, or a series of such sales, assignments and the like that, in the aggregate, result in a disposition of more than a 49% interest in the Developer's interest in this Agreement, the Property or the Project; or

1.1.69.2 Any total or partial sale, assignment, conveyance, or transfer in any other mode or form, of or with respect to any interest in the Developer or a series of such sales, assignments and the like that, in the aggregate, result in a disposition of more than a49% interest in any interest in the Developer; or

1.1.69.3 Any merger, consolidation, sale, or lease of all or substantially all of the assets of the Developer or a series of such sales, assignments and the like that, in the aggregate, result in a disposition of more than a 49% interest of all or substantially all of the assets of the Developer; or

1.1.69.4 Any Property Transfer; or

1.1.69.5 The recordation of any deed of trust, mortgage, Lien or similar encumbrance against all or any portion of the Property, or the Project.

1.1. 70 "Unavoidable Delay" means any delay that is caused by the exclusively by the other party or that is beyond the control of the City or the Developer, including delay caused by strikes, acts of God, weather, inability to obtain labor or materials, inability to obtain governmental permits or approvals, governmental restrictions, civil commotion, fire or similar causes, but excluding circumstances subject to Section 9.7.2.

1.2 Representations and Warranties.

1.2.1 City Representations and Warranties. The representations and warranties of City contained in this Section 1.2.1 shall be based upon the actual knowledge of the City Manager as of the Effective Date, and subject to all conditions stated in this Agreement. All representations and warranties contained in this Section 1.2.1 are true and correct as of the Effective Date. City's liability for misrepresentation or breach of warranty, representation or covenant, wherever contained in this Agreement, shall survive the execution and delivery of this Agreement and the Closing. City hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Agreement by Developer has been made in material reliance by Developer on such covenants, representations and warranties:

1.2.1.1 City is a California municipal corporation, duly formed and operating under the laws of the State of California. City has the legal power, right and authority to enter into this Agreement and to execute the instruments and documents referenced herein, and to consummate the transactions contemplated hereby.

1.2.1.2 The persons executing any instruments for or on behalf of City have been authorized to act on behalf of City and this Agreement is valid and enforceable against -9-
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City in accordance with its terms and each instrument to be executed by City pursuant hereto or in connection therewith will, when executed, shall be valid and enforceable against City in accordance with its terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in connection with the valid execution and delivery of and compliance with this Agreement by City.

1.2.1.3 City has taken all requisite action and obtained all requisite consents for agreements or matters to which City is a party in connection with entering into this Agreement and the instruments and documents referenced herein and in connection with the consummation of the transactions contemplated hereby. Developer agrees and acknowledges it has received a copy of the Compensation Agreement referenced in Recital E and the Land Use Covenant referenced in Section 2.5.4, below, and that disposition and development of the Property is subject to compliance with the requirements therein.

1.2.1.4 If the City becomes aware of any act or circumstance that would change or render incorrect, in whole or in part, any representation or warranty made by the City under this Agreement, whether as of the date given or any time thereafter, whether or not such representation or warranty was based upon the City's knowledge and/or belief as of a certain date, the City will give immediate written notice of such changed fact or circumstance to the Developer.

1.2.2 Developer Representations and Warranties. The representations and warranties of Developer contained in this Section 1.2.2 shall be based upon the actual knowledge of Adam Conour as of the Effective Date. All representations and warranties contained in this Section 1.2.2 are true and correct as of the Effective Date. Developer's liability for misrepresentation or breach of warranty, representation or covenant, wherever contained in this Agreement, shall survive the execution and delivery of this Agreement and the Closing. Developer hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Agreement by City has been made in material reliance by City on such covenants, representations and warranties:

1.2.2.1 Developer is a Delaware limited liability company, lawfully entitled to do business in the State of California and the City. Developer has the legal right, power and authority to enter into this Agreement and the instruments and documents referenced herein and to consummate the transactions contemplated hereby. The persons executing this Agreement and the instruments referenced herein on behalf of Developer hereby represent and warrant that such persons have the power, right and authority to bind Developer.

1.2.2.2 Developer has taken all requisite action and obtained all requisite consents in connection with entering into this Agreement and the instruments and documents referenced herein and the consummation of the transactions contemplated hereby, and no consent of any other party is required for Developer's authorization to enter into Agreement.

1.2.2.3 Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any other agreement, document, instrument or other obligation to which Developer is a party or by which Developer may be bound, or under law, statute, ordinance, rule, governmental regulation or 83727.00003\43242936.l
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any writ, injunction, order or decree of any court or governmental body applicable to Developer or to the Property.

1.2.2.4 This Agreement is, and all agreements, instruments and documents to be executed by Developer pursuant to this Agreement shall be, duly executed by and shall be valid and legally binding upon Developer and enforceable in accordance with their respective terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in connection with the valid execution and delivery of in compliance with this Agreement by Developer.

1.2.2.5 If the Developer becomes aware of any act or circumstance that would change or render incorrect, in whole or in part, any representation or warranty made by the Developer under this Agreement, whether as of the date given or any time thereafter, whether or not such representation or warranty was based upon the Developer's knowledge and/or belief as of a certain date, the Developer will give immediate written notice of such changed fact or circumstance to the City.

1.3 Effective Date. This Agreement is dated 1 2025 for reference purposes only. This Agreement shall not become effective until the date on which all of the following are true ("Effective Date"): (i) this Agreement is approved and executed by the appropriate authorities of Developer and delivered to City; (ii) Developer has delivered to City a certified copy of the official action taken by all of the members of the Developer approving this Agreement, in the form attached to this Agreement as Exhibit F; (iii) following all legally required notices and hearings, this Agreement is approved by the City Council; and (iv) this Agreement is executed by the authorized representatives of City.

1.4 Exhibit List. The following is a list of the Exhibits attached to this Agreement.

Each of the Exhibits is incorporated by this reference into the text of this Agreement.

Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Exhibit K
Exhibit L
Exhibit M
Exhibit N
Exhibit 0
83727.00003\43242936.l
Legal Description of Property
Scope of Development
Schedule of Performance
Form of Grant Deed
Form of Notice of Agreement
Form of Official Action of Developer
Form of Certificate of Completion
Form of City Promissory Note
Form of City Promissory Note-Interim Loan
Form of City Deed of Trust
Form of Affordable Housing Regulatory Agreement with
Declaration of Covenants, Conditions and Restrictions
Project Budget

RESERVED
ERF Standard Agreement with the City
CCAH Funding Requirements
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ARTICLE II

PROPERTY DISPOSITION

2.1 Purchase and Sale. In exchange for the Purchase Price and the Developer's other covenants and undertakings set forth in this Agreement, the City shall sell the Property to the Developer and the Developer shall purchase the Property from the City pursuant to the terms and conditions of this Agreement. For the purposes of exchanging funds and documents to complete the sale from the City to the Developer and the purchase by the Developer from the City of the Property pursuant to the terms of this Agreement, the City and the Developer agree to open an escrow ("Escrow") with the Escrow Holder. ARTICLE IV of this Agreement constitutes the joint escrow instructions of the Parties to the Escrow Holder for completion of the Escrow for the sale of the Property, as contemplated by this Agreement. The Developer and the City shall execute such further escrow instructions, consistent with the provisions of this Agreement, as may be reasonably requested by the Escrow Holder. In the event of any conflict between the provisions of this Agreement and any other escrow instructions requested by the Escrow Holder, the provisions of this Agreement shall control.

2.2 Payment of Purchase Price. The Developer shall deposit the Purchase Price into Escrow, subject to credit to the Developer for the Earnest Money Deposit.

2.3 Earnest Money Deposit. Concurrent with its opening of the Escrow, the Developer shall pay the Ernest Money Deposit directly to the City. The Earnest Money Deposit shall be nonrefundable. Upon the Close of Escrow, the Earnest Money Deposit shall be credited to the Developer toward the Purchase Price. Should Escrow fail to close, the Earnest Money Deposit shall be forfeited by Developer.

2.4 Title Approval. As soon as practicable following the opening of the Escrow, the City shall obtain from Title Company the Preliminary Report and deliver a copy of the Preliminary Report to the Developer. Within thirty (30) days following the Developer's receipt of a Preliminary Report for the entire Property, the Developer shall deliver the Developer's Title Notice to the City. If the Developer fails to deliver the Developer's Title Notice to the City within thirty (30) days following the Developer's receipt of the Preliminary Report, the Developer will be deemed to disapprove the status of title to the Property and refuse to accept title to the Property, in which case the City shall have the right, subject to Section 2.4.2, to cancel the Escrow and terminate this Agreement, in the City's sole discretion, without liability to the Developer or any other person, by delivery of a written notice of termination to the Developer and Escrow Holder.

Within twenty (20) days following receipt by the City of Developer's Title Notice, if any, the City shall serve City's Title Notice Response. If Developer's Title Notice does not object to any matter in the Preliminary Report, the City shall not be required to serve City's Title Notice Response. If the City does not serve City's Title Notice Response, if necessary, within twenty (20) days following its receipt of Developer's Title Notice, the City shall be deemed to elect not to remove any matter objected to in Developer's Title Notice, if any, from the Preliminary Report. If the City elects in City's Title Notice Response to cause the removal of any matter objected to in Developer's Title Notice from the Preliminary Report, the City shall cause the removal of each such objectionable matter from the Preliminary Report within sixty (60) days following receipt by the Developer of City's Title Notice Response or such other period of time that may be agreed to -12-
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in writing by both the City and the Developer. If the City is unwilling or unable to cause the removal of any matter objected to in Developer's Title Notice from the Preliminary Report, then, within ten (10) days following the Developer's receipt of City's Title Notice Response stating that the City is unwilling to remove or cause the removal of any matter objected to in Developer's Title Notice or upon the expiration of the above sixty (60) day time period during which the City elected to remove such objectionable matters from the Preliminary Report and was unable to do so, the Developer may either (1) refuse to accept the title to and conveyance of the Property, in which case the Parties shall have the right, subject to Section 2.4.2, to cancel the Escrow and terminate this Agreement without liability to either Party or any other person, by delivery of a written notice of termination to the Escrow Holder, or (2) waive its objection to any items set forth in Developer's Title Notice by delivering Developer's Title Notice Waiver to the City. Failure by the Developer to deliver Developer's Title Notice Waiver, where City's Title Notice Response or the City's failure to serve City's Title Notice Response indicates the City's election not to cause the removal of any matter objected to in Developer's Title Notice from the Preliminary Report, for the City to deliver City's Title Notice Response under this Agreement, will be deemed the Developer's continued refusal to accept the title to and conveyance of the Property, in which case the City shall have the right, subject to Section 2.4.2, to cancel the Escrow and terminate this Agreement, in the City's sole discretion, without liability to the Developer or any other person, by delivery of a written notice of termination to the Developer and Escrow Holder.

2.4.1 If at any time prior to the Close of Escrow the Title Company issues an updated Preliminary Report containing any previously undisclosed matter affecting title to the Property, or the City becomes aware of any previously undisclosed matter affecting title to the Property, following the delivery of the Developer's Title Notice, the City shall provide written notice to the Developer of such matter, together with any updated Preliminary Report related to such matter. The City and the Developer shall have such rights and obligations with respect to such previously undisclosed title matters as they did with respect to any title matters set forth in the original Preliminary Report as set forth in Section 2.4.

2.4.2 Before exercising any right a Party may have under this Section 2.4 to cancel the Escrow and terminate this Agreement, such Party shall notify the non-terminating Parties in writing of its election to terminate and shall, upon a non-terminating Party's request, which must be delivered, if at all, within three (3) days following its receipt of the terminating Party's notice of election to terminate, meet and confer with the non-terminating Parties for a period of thirty (30) days. During such time, the Parties shall meet as often as reasonably requested by any Party to negotiate, in good faith, methods and means by which the objectionable title matter may be eliminated or mitigated. Nothing herein shall constitute an agreement, representation, or warranty by any Party that an acceptable resolution of the objectionable title matter will be achieved, nor shall any Party be obligated to expend any funds or undertake any other action whatsoever with respect to such title matter unless such agreement is reduced to a writing which is approved by all Parties, in their sole and absolute discretion. If, at the end of such thirty (30) day period, the Parties have not been able to agree on a mutually acceptable method of resolving such title matter, or if any proposed agreement is disapproved by the City Council, the Escrow shall be cancelled, this Agreement shall be terminated without liability to any Party, and the Parties shall proceed pursuant to Section 5.9.
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2.4.3 During the Due Diligence Investigation, the Parties shall arrange for a licensed surveyor to prepare a legal description of the Property to be conveyed to Developer. The legal description shall be reviewed in accordance with Section 2.4, provided that the Parties shall have not less than ten (10) business days from receipt of the legal description to review and approve a proposed legal description. City may approve or disapprove of the survey and legal discretion in City's sole and absolute discretion.

2.5 Developer Investigations.

2.5.1 The Developer shall have until the expiration of the Due Diligence Period to complete all of its Due Diligence Investigations with respect to the entirety of the Property. The Developer shall complete all of its Due Diligence Investigations within the Due Diligence Period and shall conduct all of its Due Diligence Investigations at its sole cost and expense. The Developer shall rely solely and exclusively upon the results of its Due Diligence Investigations of the Property, including, without limitation, investigations regarding geotechnical soil conditions, compliance with applicable laws pertaining to the use of the Property by, the Developer and any other matters relevant to the condition or suitability of the Property for the Project, as the Developer may deem necessary or appropriate. City makes no representation or warranty to the Developer relating to the condition of the Property or suitability of the Property for any intended use or development by the Developer. The Developer shall deliver a Due Diligence Investigation Conclusion Notice to the City and the Escrow Holder prior to the end of the Due Diligence Period. If the Developer does not unconditionally accept the condition of the Property by delivery of its Due Diligence Investigation Conclusion Notice indicating such acceptance prior to the end of the Due Diligence Period, the Developer shall be deemed to have rejected the condition of the Property and refused to accept conveyance of title to the Property. If the condition of the Property is rejected or deemed rejected by the Developer, then the City shall have the right, subject to Section 2.4.2, to cancel the Escrow and terminate this Agreement, in the City's sole discretion, without liability to the Developer or any other person, by delivery of a written notice of termination to the Developer and Escrow Holder. The Developer shall accept all conditions of the Property, without any liability of the City whatsoever, upon the Developer's acceptance of the condition of the Property indicated in its Due Diligence Investigation Conclusion Notice. The Developer's delivery of its'Due Diligence Investigation Conclusion Notice indicating the Developer's unconditional acceptance of the condition of the Property shall evidence the acceptance of the condition of the Property by the Developer in its existing "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS" condition, as of the last day of the Due Diligence Period.

In its sole discretion, the Developer may accept the Property in its "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS" condition at any time before the end of the Due Diligence Period.

The Developer shall conduct during the Due Diligence Period such environmental assessment(s) of the Property as the Developer deems appropriate. If such assessment( s) do not reveal the presence of any Hazardous Substances on the Property in levels that exceed applicable Governmental Requirements, then the City shall promptly and at its sole cost and expense install security fencing around the Property. If such assessment(s) do reveal the presence of any Hazardous Substances on the Property in levels that exceed applicable Governmental -14-
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Requirements, then the City and the Developer shall negotiate in good faith in an effort to reach agreement as to the allocation of responsibility and cost of remediation thereof.

2.5.2 Any Due Diligence Investigations of the Property by the Developer shall not unreasonably disrupt any then existing use or occupancy of the Property or the operations of the City. The Developer shall be liable for any damage or injury to any person or property arising from the acts of the Developer, its employees, agents or representatives during the course of any Due Diligence Investigations on the Property and the Developer shall indemnify, defend with counsel reasonably acceptable to the City and hold harmless the City and its elected officials, officers, directors, attorneys, contractors, agents and employees from any and all actual or alleged liens, claims, demands or liability arising from any Due Diligence Investigations by the Developer on the Property. Prior to commencing any Due Diligence Investigations on the Property, the Developer shall deliver copies of policies or certificates of insurance to the City evidencing compliance by the Developer with the insurance requirements of Section 6.10.

2.5.3 Before exercising any right a Party may have under this Section 2.5 to cancel the Escrow and terminate this Agreement, such Party shall notify the non-terminating Parties in writing of its election to terminate and shall, upon a non-terminating Party's request, which must be delivered, if at all, within three (3) days following its receipt of the terminating Party's notice of election to terminate, meet and confer with the non-terminating Parties for a period of thirty (30) days. During such time, the Parties shall meet as often as reasonably requested by any Party to negotiate, in good faith, methods and means by which the objectionable Due Diligence matter may be eliminated or mitigated. Nothing herein shall constitute an agreement, representation, or warranty by any Party that an acceptable resolution of the objectionable Due Diligence matter will be achieved, nor shall any Party be obligated to expend any funds or undertake any other action whatsoever with respect to such Due Diligence matter unless such obligation is reduced to a writing which is approved by all Parties, in their sole and absolute discretion. If, at the end of such thirty (30) day period, the Parties have not been able to agree on a mutually acceptable method of resolving the objectionable Due Diligence matter, or if any proposed agreement is disapproved by the City Council, the Escrow shall be cancelled, this Agreement shall be terminated without liability to any Party, and the Parties shall proceed pursuant to Section 4.10.

2.5.4 Developer acknowledges that a Covenant and Agreement to Restrict Use of Property Environmental Restriction is recorded against a portion of the City-owned parcel designated with Assessor's Parcel Number 083-100-084 ("Environmental Protection Covenant").

Developer acknowledges receipt of the Environmental Protection Covenant and that Developer is solely responsible for conducting due diligence and any compliance obligations arising from the Project to comply with the Environmental Protection Covenant.

2.6 Developer to Obtain all Proiect Entitlements.

2.6.1 Developer has developed and presented to City staff and the City Council, for review, the following ( collectively, the "Plans and Specifications"):
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2.6.1.1 A proposed complete conceptual development plan for the Project on the Property that describes and depicts: (1) the location and placement of proposed buildings and (2) the architecture and elevations of the proposed buildings;

2.6.1.2 Proposed zoning change or changes to the City's General Plan, if any, necessary to accommodate the Project on the Property;

2.6.1.3 A proposed time schedule and cost estimates for the development of the Project on the Property;

2.6.1.4 A Project Budget, attached hereto as Exhibit K and incorporated herein, which sets forth the sources and uses for all private and public financing for the Project, inclusive of all costs for pre-development, development, construction, and operation of the Project; and

2.6.1.5 A preliminary financial analysis demonstrating the costs and benefits to the City and the City regarding all construction, maintenance and operations of all proposed public improvements, the costs of additional or increased levels of public services and any new public revenues anticipated to be generated by the Project.

2.6.2 The City's zoning, building and land use regulations (whether contained in ordinances, the City's municipal code, conditions of approval, policies, practice or elsewhere) (collectively, the "City Requirements"), shall be applicable to the use and development of the Project on the Property by the Developer. The City Requirements include any and all obligations to develop the Property in accordance with any applicable Redevelopment Plans adopted by the former redevelopment agency and still in effect with respect to the Property. The Developer acknowledges that all Plans and Specifications and any changes to the Plans and Specifications shall be subject to the City Requirements. No action by the City with reference to this Agreement or any related documents shall be deemed to constitute a waiver of any City Requirements regarding the Property, the Project, the Developer, any successor-in-interest of the Developer or any successor-in-interest to the Property. The City Requirements may only be changed or waived by modification or variance approved by the City and consistent with this Agreement. No entitlement, permit or other approval from the City for development of the Project on the Property shall attach to any portion of the Property or otherwise become effective to allow the Developer to develop the Project on the Property until after the Developer owns fee title to that portion of the Property to which such entitlement, permit or other approval pertains. Under no circumstances shall the Developer commence development of any portion of the Project on the Property prior to the Developer owning fee title to the Property.

2.6.3 The approval of the Scope of Development shall not be binding on the City Council or the Planning Commission of the City regarding any approvals of the Project required by such bodies. The Developer obtains no right to develop the Project on the Property or any portion of the Property by virtue of this Agreement, except that following the Close of Escrow, the Developer shall possess the same rights as any other owner of property within the City that desires to develop its property in a manner consistent with the City's General Plan. If any revisions of the Scope of Development are required by a Governmental Agency (other than the -16-
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City) having jurisdiction over the Property or the Project, the Developer shall promptly make any such revisions that are generally consistent with the Scope of Development.

2.6.4 Notwithstanding any provision to the contrary in this Agreement, following the Close of Escrow, the Developer agrees to accept and comply fully with any and all conditions of approval applicable to all approvals, permits and other governmental actions regarding the development or operation of the Project on the Property, so long as such conditions of approval are consistent with the Scope of Development and this Agreement in all material respects.

2.6.5 Project Costs and Expenses. The Parties agree that the City Loan is intended to provide financial assistance to the Developer in connection with the Project. The Developer represents and warrants that the City Loan is sufficient to pay the costs of all design work, construction, labor, materials, fees and permit expenses associated with the Project. The City agrees to pay the development impact and permit fees for the Project in an amount not to exceed One Million Five Hundred Eighty Eight Thousand Dollars and Zero Cents ($1,588,000.00), as approved by the City. Developer agrees and acknowledges that the fees for the Project may exceed the amount City agrees to pay pursuant to this paragraph. Except for the payment of the fees by the City pursuant to this paragraph, the Developer shall pay any and all fees pertaining to the review and approval of the Project by the City, any other Governmental Agency and utility service providers, including the costs of preparation of all required construction, planning and other documents reasonably required by a Governmental Agency pertinent to the development or operation of the Project on the Property, including, but not limited to, specifications, drawings, plans, maps, permit applications, land use applications, zoning applications, environmental review and disclosure documents and design review documents. The Developer shall pay for any and all costs, including, but not limited to, the costs of design, construction, relocation and securing of permits for sewer or utility improvements and connections, that may be required in development of the Project, whether located on or off of the Property. The Developer shall obtain any and all necessary approvals, prior to the commencement of applicable portions of construction, and the Developer shall take reasonable precautions to ensure the safety and stability of surrounding properties during said construction. In accordance with this Section 2.6.5, Developer shall be responsible for the costs, or immediate reimbursement to the City upon delivery of an invoice for the costs, of the following:

2.6.5.1 all fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by the Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or the negotiation of this Agreement that may be undertaken by the Developer;

2.6.5.2 all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City of any and all applications and other documents and information to be submitted to the City by the Developer pursuant to this Agreement or otherwise associated with the Project; and

2.6.6 The Developer shall obtain all entitlements, permits and other approvals for use and development of the Project on the Property from each Governmental Agency, within -17-
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the time period for such actions specifically set forth in the Schedule of Performance, subject to any extensions of time authorized by this Agreement upon the occurrence of an Unavoidable Delay.

2. 7 Easements and Access. The disposition of the Property is subject to Developer and City agreeing to one or more agreements, to be recorded in the Official Records, establishing easement and access rights, maintenance obligations, and other rules regarding access to the Property by Developer, City, and any other person or member of the public, as applicable (collectively, the "Easement Agreements"). The Easement Agreements shall include, but shall not be limited to, access to the City's remainder parcel.

2.8 Subdivision by Grant Deed. The Grant Deed for disposition of the Property shall include provisions for subdivision of the City-owned parcel, which shall establish the Property as a separate lot conveyed to Developer.

ARTICLE III

CITY LOAN PROVISIONS

3.1 City Loan.

3.1.1 Subject to the terms and conditions set forth in this Agreement, the City shall make a loan to the Developer for a principal amount not to exceed Twelve Million One Hundred Seventy Four Thousand Twenty Dollars and Zero Cents ($12,174,020.00) (the "City Loan"). The City Loan shall be evidenced by the City Promissory Note and secured by the City Deed of Trust executed by the Developer as trustor in favor of the City as beneficiary and recorded against the Developer's fee interest in the Property.

3.1.2 A portion of the City Loan, not to exceed Six Hundred Thousand Dollars ($600,000.00) shall be disbursed prior to Close of Escrow as an interim predevelopment loan ("Interim Loan"). No disbursements of the Interim Loan shall be required until Developer returns the fully executed City Promissory Note-Interim Loan, and a personal guaranty for repayment of the Interim Loan, in form and substance agreeable to the City.

3.1.3 Upon Close of Escrow, the amount owed pursuant to the City Promissory Note-Interim Loan shall be added to the principal of the City Loan evidenced by the City Promissory Note and secured by the City Deed of Trust, and the City Promissory Note-Interim Loan shall be canceled.

3.1.4 The Interim Loan shall be used exclusively for Initial PreDevelopment Costs in accordance with the Project Budget.

3.1.5 The City Loan, inclusive of the Interim Loan, shall be disbursed subject to the conditions set forth in Section 3.7.
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3.2 Use of the City Loan. The proceeds of the City Loan shall be used for development of the Property and the Project, including acquisition of all materials and labor, and for compliance with all obligations under this Agreement and the Project Budget. All uses of the City Loan shall comply with the ERF Funding Requirements and the CCAH Funding Requirements.

3.3 Conditions to Disbursement of the Citv Loan. The disbursement of the City Loan is subject to the following conditions:

3.3.1 Close of Escrow, except that the Interim Loan shall be disbursed prior to Close of Escrow pursuant to the Project Budget and the Schedule of Performance;

3.3.2 Upon Close of Escrow, recording, in the following order: the applicable Grant Deed, the Regulatory Agreement, and the Deed of Trust for the City Loan (with no intervening recordings); and,

3.3.3 Compliance with the disbursement procedures set forth in Section

3.7. 3.3.4 Compliance with all terms and conditions of this Agreement and the ERF Funding Requirements and the CCAH Funding Requirements.

3.3.5 The City shall have received funding pursuant to the ERF and CCAH programs, and the funding is not subject to recapture or termination.

3.4 Term; Maturity Date.

3.4.1 The City Loan shall have a term commencing upon the Close of Escrow and expiring on the date that is fifteen (15) years from the date the City issues the Certificate of Completion (the "Maturity Date").

3.4.2 The Interim Loan shall have a term commencing upon execution of the City Promissory Note-Interim Loan and a maturity date of May 30, 2025 (the "Initial Loan Maturity Date").

3.5 Repayment of the City Loan. Unless sooner due under the terms of the City Note, all payments of principal and interest on the City Loan are deferred, except that all principal and interest shall be due if any of the following occur:

3.5.1 A Transfer of any portion of the Property or the Developer's interest in such Property other than a Permitted Transfer or other Transfer approved by the City as provided in this Agreement;

3.5.2 The occurrence of a Developer Event of Default for which the City exercises its right to cause the City Loan indebtedness to become immediately due and payable, or

3.5.3 A default under the Regulatory Agreement which has not been cured within the time periods specified therein.
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3.5.4 The Maturity Date, unless the City Loan is forgiven in accordance with the City Promissory Note.

3.6 Interest; Payments; Forgiveness. Simple interest at three percent (3%) per annum shall accrue on the outstanding principal amount of the City Loan except in a Developer Event of Default, whereupon interest shall accrue from and after the date of the City Promissory Note until paid at the rate of ten percent (10%) or the highest rate permitted by law. Absent a continuing Event of Default, upon the Maturity Date, City shall forgive all unpaid principal, interest and any other amounts payable by Developer pursuant to the City Promissory Note.

3. 7 Disbursement of the City Loan. The City Loan, inclusive of the Interim Loan, shall be disbursed for construction and operation of the Project as follows:

3.7.1 Each month following execution of this Agreement, Developer shall submit a payment application ("Payment Application") to the City, along with supporting documentation that City may require, including but not limited to paid invoices and lien releases, that complies with all requirements of this Agreement and sets forth the costs incurred for the Project for which Developer seeks payment.

3.7.2 From the amount requested in each Payment Application, the City may withhold a reasonable retention which shall be paid only after Certificate of Completion. The City may withhold as retention: (1) any sums expended by the City in performing any of Developer's obligations under any Project Contract which, after written notice and failure to cure within five (5) business days, Developer has failed to perform or has performed inadequately; (2) defective work not remedied within five (5) business days of written notice to Developer; (3) stop notices as allowed by state law; (4) reasonable doubt that the work can be completed for within Ten Thousand Dollars ($10,000) of the unpaid balance of the Project Budget or within fifteen (15) days of the scheduled completion date other than by reason of Unavoidable Delays; (5) unsatisfactory prosecution of the work by any contractor; (6) unauthorized deviations from a Project Contract; (7) failure of Developer or a contractor to maintain or submit on a timely basis (in any event within five (5) business days of written notice) proper and sufficient documentation as required by a Project Contract or by the City during the prosecution of the work; (8) erroneous or false estimates by Developer or a contractor of the value of the work performed; (9) any sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Developer or a contractor is liable under a Project Contract; and (10) any other sums which the City is entitled to recover from Developer under the terms of this Agreement or pursuant to state law. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums.

3.7.3 The City shall review all Payment Applications within five (5) business days and notify Developer if the Payment Application will be approved or disapproved. In the event that the Payment Application is disapproved, either in part or in whole, or any amounts will be retained, the City shall notify the Developer of any payment that will be withheld and the reasons for the withholding. Any approved payments shall be disbursed within ten (10) business days from the notice of approved payments. -20-
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3.8 Repayment Schedule. All principal and interest, if any, on the applicable City Loan shall, at the option of the City, be due and payable upon the earliest of: (1) a Transfer other than a Permitted Transfer or other Transfer approved by the City as provided in Section 9 .2 below; (2) the occurrence of an Event of Default for which the City exercises its right to cause the City Loan indebtedness to become immediately due and payable; or (3) the maturity date of the City Promissory Note, unless the City Loan is forgiven in accordance with the City Note. The Developer shall have the right to prepay the City Loan at any time.

3.9 Reports and Accounting: Audited Financial Statement. The Developer shall furnish to the City annual audited financial statement for the duration of the term of the City Promissory Note.

3.10 Books and Records. The Developer shall keep and maintain full, complete and appropriate books, record and accounts relating to the Development, including all such books, records and accounts necessary or prudent to evidence and substantiate the use of the City Loan.

The books and records shall be maintained at Developer's principal place of business, currently located at: 316 Mid Valley CTR, Suite 186, Carmel, CA 93923. Books, records and accounts relating to the Developer's compliance with the terms, provisions, covenants and conditions of this Agreement shall be kept and maintained in accordance with generally accepted accounting principles consistently applied and shall be consistent with requirements of this Agreement which provide for the calculation of Residual Receipts on a cash basis. All such books, records, and accounts shall be open to and available for inspection by the City, its auditors or other authorized representatives at reasonable intervals during normal business hours on reasonable prior notice to the Developer. Copies of all tax returns and other reports that the Developer may be required to furnish any governmental agency shall at all reasonable times be open for inspection by the City at the place that the books, records and accounts of the Developer are kept. The Developer shall preserve records for a period of not less than five (5) years after such statement is rendered.

3.11 Non-Recourse. Following recordation of the City Deed of Trust, and except as provided below, the Developer shall not have any direct or indirect personal liability for payment of the principal of, or interest on, the City Loan or the performance of the covenants of the Developer under the City Deed of Trust. The sole recourse of the City with respect to the principal of, or interest on, the City Promissory Note and defaults by the Developer in the performance of its covenants under the City Deed of Trust shall be to the property described in the City Deed of Trust; provided, however, that nothing contained in the foregoing limitation of liability shall: (a) limit or impair the enforcement against all such security for the City Promissory Note of all the rights and remedies of the City thereunder; or (b) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the City Promissory Note as demand for money within the meaning and intendment of Section 431. 70 of the California Code of Civil Procedure or any successor provision thereto.

The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the City Promissory Note, except as hereafter set forth; nothing contained herein is intended to relieve the Developer of personal liability for (1) fraud or willful misrepresentation; (2) the failure to pay taxes, assessments or other charges (which are not contested by Developer in good faith) which may create liens on the Property or Phase that are payable or applicable prior to any foreclosure under the City Deed of -21-
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Trust (to the full extent of such taxes, assessments or other charges); (3) the Developer's indemnification obligations under this Agreement; (4) misappropriation of any rents, security deposits, insurance proceeds, condemnation awards or any other proceeds derived from the collateral security; (5) payment to the City of any rental income or other income arising with respect to the Property received by the Developer after the City has given notice to the Developer of the occurrence of an Event of Default; and (6) any personal guaranty provided in connection with the City Promissory Note-Interim Loan.

ARTICLE IV

ESCROW INSTRUCTIONS

4.1 Opening of Escrow. For purposes of this Agreement, the opening of Escrow shall be the first date on which a fully executed copy of this Agreement and Earnest Money Deposit are deposited with Escrow Holder ("Escrow Opening Date"). The Developer shall cause the Escrow to be opened within five (5) days following the Effective Date. Escrow Holder shall promptly confirm in writing to each of the Parties the date of the Escrow Opening Date. This ARTICLE IV shall constitute the joint escrow instructions of the City and the Developer to Escrow Holder for conduct of the Escrow to complete the purchase and sale of the Property between them, as contemplated in this Agreement.

4.2 Conditions to Close of Escrow. The conditions set forth below shall be satisfied or waived in writing by the respective benefited Party on or before the Escrow Closing Date or the Party benefited by any unsatisfied condition shall not be required to proceed to close Escrow.

4.2.1 Developer's Conditions to Close of Escrow. The Developer's obligation to purchase the Property from the City on the Escrow Closing Date shall be subject to the satisfaction of the following conditions precedent, each of which can only be waived in writing by the Developer:

4.2.1.1 The Developer agrees to accept the title to and conveyance of the Property, pursuant to Section 2.4, and approves of the legal description of the Property;

4.2.1.2 The Developer delivers its Due Diligence Investigation Conclusion Notice to both the City and Escrow Holder indicating the Developer's unconditional acceptance of the condition of the Property, prior to the expiration of the Due Diligence Period;

4.2.1.3 The City's planning commission finds, pursuant to Government Code Section 65402, that the Project is consistent with the City's General Plan;

4.2.1.4 The Property is established as a separate lot through a subdivision by the Grant Deed;

4.2.1.5 City and Developer agree to and execute the Easement Agreements and deliver the same to Title Officer;

4.2.1.6 The Title Company is unconditionally committed to issue the Title Policy for the Property, subject to any Permitted Exceptions, to the Developer; -22-
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4.2.1.7 The City deposits the items into the Escrow required by Section

4.4.;

4.2.1.8 The representations, warranties and covenants of the City set forth in Section 1.2.1 are true and correct in all material respects on the Effective Date and on the Escrow Closing Date;

4.2.1.9 The Developer has obtained all entitlements required from the Planning Commission ( or, if applicable, City Council), in connection with the development of the Property with the Project, subject to conditions of approval acceptable to Developer in Developer's sole discretion, any applicable appeal period has expired without appeal having been filed or, if an appeal is filed, such appeal has been denied, and no legal action has been instituted against Developer or the City alleging the invalidity of such entitlements; and

4.2.1.10 The City has completed all of their material obligations required by this Agreement to be completed prior to the Close of Escrow.

4.2.2 City's Conditions to Close of Escrow. The City's obligation to sell the Property to the Developer on or before the Escrow Closing Date shall be subject to the satisfaction of the following conditions precedent, which can only be waived in writing by the City:

4.2.2.1 The Developer paid the Earnest Money Deposit to the City and the remainder of the Purchase Price into Escrow;

4.2.2.2 The Developer agrees to accept the title to and conveyance of the Property, pursuant to Section 2.4, and the City agrees to the legal description of the Property;

4.2.2.3 The Developer delivers its Due Diligence Investigation Conclusion Notice to both the City and Escrow Holder indicating the Developer's unconditional acceptance of the physical condition of the Property, prior to the expiration of the Due Diligence Period;

4.2.2.4 The City has completed any required environmental review for the Project and approved Developer's entitlements for development of the Property with the Project, and Developer has agreed to accept the entitlements, with any conditions of approval, and any applicable appeal period has expired without appeal having been filed or, if an appeal is filed, such appeal has been denied, and no legal action has been instituted against Developer or the City alleging the invalidity of such entitlements or environmental review;

4.2.2.5 The City's planning commission finds, pursuant to Government Code Section 65402, that the Project is consistent with the City's General Plan, and the City has received a determination from the California Department of Housing and Community Development that disposition of the Property is permitted under the provisions of the Surplus Land Act (Government Code Section 54220 et seq.);

4.2.2.6 The Property is established as a separate lot through a subdivision by Grant Deed;
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4.2.2.7 City and Developer agree to and execute the Easement Agreements and deliver the same to Title Officer;

4.2.2.8 The Title Company is unconditionally committed to issue: (1) for Developer, the Title Policy for the Property, with the Regulatory Agreement and City Deed of Trust only, subject to any Permitted Exceptions, and (2) for City, an ALTA lender's policy of title insurance with any endorsements the City may reasonably require, insuring the City in the principal amount set forth in the City Promissory Note, of the validity and priority of the City Deed of Trust upon the Property, subject only to the liens and matters ofrecord approved by the City in writing, and showing fee simple title to the Property in the name of the Borrower;

4.2.2.9 The Developer submits to the City, at least five (5) business days prior to the Escrow Closing Date, evidence satisfactory to the City, in the City's reasonable discretion, that (A) the Developer has obtained all entitlements necessary for the development of the Property from each applicable Governmental Agency, including the City, and (B) all Project Contracts, subject to the City's review and approval in accordance with Article V;

4.2.2.10 The Developer delivers to the City, at least thirty (30) days prior to the Escrow Closing Date, in form and substance acceptable to the City, (1) the Financing Commitment(s) applicable to the Property, and (2) confirmation of the approved Project Budget;

4.2.2.11 Developer has executed the City Loan the City Promissory Note and returned the same to the City;

4.2.2.12 The City has satisfied all conditions and prerequisites to dispose of the Property for the Project, including but not limited to compliance with the ERF Funding Requirements, the CCAH Funding Requirements, the Compensation Agreement, or any other legal or regulatory requirement, and there is no pending or anticipated legal challenge regarding the City's authority for disposition of the Property or development of the Project;

4.2.2.13 The Parties have agreed to the final form of all exhibits, the requirements of the ERF Funding and CCAH Funding, and obtained any and all consent required from the ERF Funding Requirements or the CCAH Funding Requirements;

4.2.2.14 The Developer has completed all of its material obligations required by this Agreement to be completed prior to the Close of Escrow;

4.2.2.15 The representations, warranties and covenants of the Developer set forth in Section 1.2.2 are true and correct in all material respects on the Effective Date and on the Escrow Closing Date;

4.2.2.16 Developer has submitted a certificate that confirming it is not subject to debarment under state or federally funded programs; and

4.2.2.17 The Developer deposits the funds and items into the Escrow required by Section 4.3 for the Escrow.
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4.3 Developer's Escrow Deposits. Following satisfaction or waiver of each of the Developer's conditions to Close of Escrow set forth in Sections 4.2.1, as applicable, the Developer shall deposit the following funds and documents into Escrow at least two (2) business days prior to the Escrow Closing Date in a writing delivered to the Parties:

4.3.1 Purchase Price and Other Funds. Purchase Price, less the amount of the Earnest Money Deposit, plus any additional funds required to be deposited into Escrow by the Developer under the terms of this Agreement to close the Escrow, all in immediately available funds.

4.3.2 PCO Statement. A PCO Statement executed by the authorized representative(s) of the Developer.

4.3.3 Acceptance of Grant Deed. The Certificate of Acceptance of the Deed, in the form attached to the Grant Deed, executed by the authorized representative(s) of the Developer in recordable form.

4.3.4 Notice of Agreement. The Notice of Agreement executed by. the authorized representative(s) of the Developer in recordable form.

4.3.5 Regulatory Agreement. An original, duly executed version of the Regulatory Agreement for recording against each Parcel.

4.3.6 City Deed of Trust. An original, duly executed version of the City Deed of Trust for recording against the Property.

4.3.7 Easement Agreements. An original, duly executed version of any Easement Agreements for recording in the Official Records.

4.3.8 Authorizing Documents. A certificate, resolution, or other documentation evidencing Developer has approval to consummate the purchase of the Property.

4.4 City's Escrow Deposits. Following satisfaction or waiver of each of the City's conditions to Close of Escrow set forth in Sections 4.2.2 as applicable, the City shall deposit the following documents into Escrow at least two (2) business days prior to the Escrow Closing Date:

4.4.1 Grant Deed. The Grant Deed executed by the authorized representative(s) of the City in recordable form.

4.4.2 FIRPTA Affidavit {City). The FIRPT A Affidavit completed and executed by the authorized representative(s) of the City.

4.4.3 Notice of Agreement. The Notice of Agreement executed by the authorized representative(s) of the City in recordable form.

4.4.4 Regulatory Agreement. A duly executed version of the Regulatory Agreement for recording against each Restricted Unit, and each parcel for the Restrictive Units. -25-
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4.4.5 Easement Agreements. An original, duly executed version of any Easement Agreements for recording in the Official Records

4.5 Closing Procedure. When each of the Developer's Escrow required deposits, as set forth in Section 4.3, and each of the City's Escrow required deposits, as set forth in Section

4.4, are deposited into Escrow, Escrow Holder shall request confirmation in writing from both the City and the Developer that each of their respective conditions to the Close of Escrow, as set forth in Section 4.2, are satisfied or waived. Upon Escrow Holder's receipt of written confirmation from both the City and the Developer that each of their respective conditions to the Close of Escrow are either satisfied or waived, Escrow Holder shall close the Escrow for the Property by doing all of the following:

4.5.1 Recordation of Documents. File the following with the Office of the Recorder of the County, for recordation in the order set forth in Section 4.7: (i) the Grant Deed, with the Developer's certificate of acceptance attached, (ii) the Notice of Agreement, (iii) the Regulatory Agreement, (iv) the City Deed of Trust, and (v) the Easement Agreements, if any.

4.5.2 Distribution of Recorded Documents. Distribute each recorded document to the Party or person designated for such distribution in Section 4. 7.

4.5.3 PCO Statement. File the PCO Statement with the Office of the Recorder of the County.

4.5.4 FIRPT A Affidavit. File the FIRPT A Affidavit with the United States Internal Revenue Service.

4.5.5 Title Policy. Obtain and deliver the Title Policy to the Developer.

4.5.6 Purchase Price. Deliver the Purchase Price to the City, less the City's share of Escrow closing costs, and less any other charges to the account of the City, and return any remaining funds held by Escrow Holder for the account of the Developer to the Developer, less the Developer's share of Escrow closing costs, and less any other charges to the account of the Developer.

4.6 Close of Escrow. Close of Escrow shall occur no later than the earlier of: (1) the tenth (10th) business day following Escrow Holder's receipt of written confirmation from both the City and the Developer of the satisfaction or waiver of all conditions precedent to the Close of Escrow for the Property, or (2) May 31, 2025 (the "Escrow Closing Date"). If for any reason the Close of Escrow has not occurred by the Escrow Closing Date, then any Party not then in default of this Agreement may cancel the Escrow and terminate this Agreement, subject to the notice and cure provisions of Section 8.1 (to the extent applicable), without liability to any other Party or any other person for such termination and cancellation, by delivering written notice of termination to the other Party(ies) and Escrow Holder and, thereafter, the Parties shall proceed pursuant to Section 4.10 if the non-terminating Party is not in default or pursuant to Section 8.2 or 8.3 (as applicable) if the non-terminating Party is in default. Without limiting the right of any Party to terminate this Agreement, pursuant to the preceding sentence, if Escrow does not close on or before the Escrow Closing Date, and no Party has exercised its contractual right to cancel Escrow and terminate this Agreement before such time, then Escrow shall close as soon as reasonably possible -26-
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following the first date on which Escrow Holder is in a position to close the Escrow pursuant to the terms and conditions of this Agreement.

4. 7 Recordation and Distribution of Documents. As applicable, Escrow Holder shall cause the following documents to be recorded in the official records of the Recorder of the County in the following order of priority at the Close of Escrow: (i) the Grant Deed, with the Developer's certificate of acceptance attached, (ii) the Notice of Agreement, (iii) the Regulatory Agreement, (iv) the City Deed of Trust, and (iv) any other documents to be recorded through Escrow upon the joint instructions of the Parties, inclusive of any Easement Agreements. All recorded documents shall provide that they are to be returned to Escrow Holder after recordation. When originals of such recorded documents are returned to Escrow Holder, Escrow Holder shall deliver: (i) the original Grant Deed, with the Developer's original certificate of acceptance attached, to the Developer and copies to the City, each showing all recording information, (ii) the original of the Notice of Agreement to the City, with copies to the Developer, each showing all recording information, (iii) the original of the Regulatory Agreement to the City, with copies to the Developer, each showing all recording information, (iv) the original City Deed of Trust to the City, and (v) the original of any other document recorded at the close of Escrow to the Party or other person designated in the joint escrow instructions of the Parties for such recordation and a copy of each such document to the other Party or Parties, each showing all recording information.

4.8 Escrow Closing Costs, Taxes and Title Policy Premium. Developer shall pay the Escrow fees and such other costs as Escrow Holder may charge for the conduct of the Escrow.

Escrow Holder shall notify the Developer and the City of the Escrow fees and costs by delivering the Escrow Holder's estimated closing/settlement statement to both the City and the Developer at least four ( 4) business days prior to the Escrow Closing Date. Developer shall pay the premium charged by the Title Company for the standard Title Policy for the Property, inclusive of any endorsements or other supplements to the coverage of such Title Policy that may be requested by the Developer, as well as documentary transfer taxes and any and all other charges, fees and taxes levied by a Governmental Authority relative to the conveyance of any portion of the Property through the Escrow transaction contemplated in this Agreement. Developer shall pay any and all recording fees relative to the conveyance of any portion of the Property through the Escrow transaction contemplated in this Agreement.

4.9 Escrow Cancellation Charges. If the Escrow fails to close due to either the City's material default under this Agreement and the Escrow is cancelled and this Agreement is terminated, the City shall pay all ordinary and reasonable Escrow and title order cancellation charges. If the Escrow fails to close due to the Developer's material default under this Agreement and the Escrow is cancelled and this Agreement is terminated, the Developer shall pay all ordinary and reasonable Escrow and title order cancellation charges. If the Escrow fails to close for any reason other than the material default of either the Developer or the City and the Escrow is cancelled and this Agreement is terminated, Developer shall each any ordinary and reasonable Escrow and title order cancellation charges.

4.10 Escrow Cancellation. If this Agreement is terminated and the Escrow cancelled pursuant to a contractual right granted to a Party in this Agreement to terminate this Agreement and cancel the Escrow, other than due to the material default of another Party, the Parties shall do each of the following:
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4.10.1 Cancellation Instructions. The Parties shall, within three (3) business days of receipt of Escrow Holder's written request, execute any reasonable Escrow cancellation instructions requested by Escrow Holder;

4.10.2 Return of Funds and Documents. Within ten (10) days of receipt by the Parties of a settlement statement of Escrow and title order cancellation charges from Escrow Holder: (i) the Developer or Escrow Holder shall return to the City any documents previously delivered by the City to the Developer or Escrow Holder, (ii) the City or Escrow Holder shall return to the Developer all documents previously delivered by the Developer to the City or Escrow Holder; (iii) Escrow Holder shall return to the Developer any funds deposited by Developer into Escrow, including the Earnest Money Deposit, less the Developer's share of customary and reasonable Escrow and title order cancellation charges, if any; and (iv) Escrow Holder shall return to the City any funds deposited by City into Escrow if it has already been deposited, less the City's share of customary and reasonable Escrow and title order cancellation charges, if any.

4.11 Report to IRS. Following the Close of Escrow and prior to the last date on which such report is required to be filed with the Internal Revenue Service, if such report is required pursuant to Section 6045( e) of the Internal Revenue Code, Escrow Holder shall report the gross proceeds of the purchase and sale of the Property to the Internal Revenue Service on Form 1099- B, W-9 or such other form(s) as may be specified by the Internal Revenue Service pursuant to Section 6045( e ). Upon the filing of such reporting form with the Internal Revenue Service, Escrow Holder shall deliver a copy of the filed form to the City and the Developer.

ARTICLEV

PROJECT DEVELOPMENT

5.1 Developer Covenant to Undertake Proiect. The Developer covenants, for itself, its successors and assigns, to and for the exclusive benefit of the City, that the Developer shall commence and complete the development of the Project on the Property within the time period for such actions set forth in the Schedule of Performance. The Developer covenants and agrees for itself, its successors, and assigns, that the Property shall be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Scope of Development, the Schedule of Performance, any and all plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and among the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the Property or the Project. The covenants of this Section 5.1 shall run with the land of the Property until the earlier of the date of recordation of the Certificate of Completion or the fifteenth (15th) anniversary of the date of the Close of Escrow, provided, however, that this time limitation shall not affect terms, conditions, obligations, or covenants contained in the Regulatory Agreement.

5.2 Developer Changes to Plans and Specifications During Course of Construction. Developer shall obtain written approval for any proposed changes to the approved Plans and Specifications by providing City no less than fifteen (15) days' notice prior to the date that the Developer intends to implement such changes. Any proposed changes which are not approved by the City within such fifteen (15) day period shall be deemed disapproved. Developer -28-
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acknowledges and agrees that any requested changes that require approval from the City Council or City Planning Commission may require additional time for review. Any proposed changes to the Plans and Specifications is subject to compliance with the approval requirements for the Site Plan Review.

5.3 Construction Start and Completion of Project. The Developer shall commence construction of the Project in accordance with the Schedule of Performance and, thereafter, shall diligently proceed to complete the construction of the Project in a good and workmanlike manner in substantial conformity with the approved plans, specifications, and conditions for the Project approved by the City and the Schedule of Performance. The Developer shall obtain a Certificate of Completion on or before the Project Completion Date. The Developer will, promptly upon completion of construction of the Project, cause the Project to be inspected by each Governmental Agency with jurisdiction over the Project, shall correct any defects and deficiencies that may be disclosed by any such inspection and shall cause to be duly issued all occupancy certificates and other licenses, permits and authorizations necessary for the operation and occupancy of the completed Project. The Developer shall do and perform all of the foregoing acts and things and cause to be issued and executed all such occupancy certificates, licenses, and authorizations for the Project on or before the date set forth therefor in the Schedule of Performance as the completion date for the Project. After commencement of the work of improvement of the Project, the Developer shall not permit the work of improvement of the Project to cease or be suspended for a time period in excess of thirty (30) consecutive calendar days, subject to Unavoidable Delays.

5.4 Compliance with Laws. All work performed in connection with the development of the Project shall comply with all Governmental Requirements.

5.5 Schedule of Performance. The Schedule of Performance establishes various dates and times for the accomplishment of various tasks assigned to the City and the Developer and the satisfaction of the conditions precedent to the close of the Escrow. The Parties agree that time is of the essence in the performance of such tasks and the satisfaction of conditions precedent, in view of the large investment of resources that all Parties recognize will be required for assembly of the Property and the undertaking of the Project. If the date or time for the performance of a task or the satisfaction of a condition, as set forth in either the text of this Agreement or in the Schedule of Performance, may not be achieved, then prior to such date or time set forth in the text of this Agreement or the Schedule of Performance, the Parties shall consider whether a modification to the text of this Agreement or to the Schedule of Performance is indicated. Any decision to approve a modification to a time or date established in either the text of this Agreement or the Schedule of Performance shall be subject to the sole discretion of each Party. Any modification of a time or date for performance of a particular task or satisfaction of a particular condition that does not result in a change of more than one hundred eighty (180) days may be approved on behalf of the City by the City Manager, in their, his, or her reasonable discretion. A modification of a time or date for performance of a task or satisfaction of a condition (or a series of such modifications) that results in an aggregate change of more than one hundred eighty (180) days shall be subject to the approval of the City Council, in its sole and absolute discretion. If performance of a task or satisfaction of a condition in the Schedule Performance is prevented or delayed by Unavoidable Delays, the deadline for completion of such task or satisfaction of such condition shall be extended by the period of such Unavoidable Delays. -29-
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5.6 Developer Attendance at City Meetings. The Developer agrees to have one or more of its employees or consultants who are knowledgeable regarding this Agreement and the development of the Project, such that such person(s) can meaningfully respond to City questions regarding the progress of the Project, attend City Council meetings, when requested to do so on not less than ten (10) days prior written notice by City staff.

5.7 City's Right to Inspect Project and Property. Officers, employees, agents and representatives of the City shall have the right of reasonable access to the Property, without the payment of charges or fees, during normal construction hours, during the period of construction of the Project. Such officers, employees, agents or representatives of the City shall be those persons who are designated by the City Manager. Any and all officers, employees, agents or representatives of the City who enter the Property shall identify themselves at the construction management office on the Property, upon their entrance on to the Property, and shall at all times be accompanied by a representative of the Developer, while on the Property. The Developer shall make a representative of the Developer available for this purpose at all times during normal construction hours, upon reasonable notice from the City. The City shall indemnify and hold the Developer harmless from injury, property damage or liability arising out of the exercise by the City of the right of access to the Property provided in this Section 5. 7, other than injury, property damage or liability arising from the negligence or willful misconduct of the Developer or its officers, agents or employees. The City shall inspect relevant portions of the Property prior to issuing any written statements reflecting adversely on the Developer's compliance with the terms and conditions of this Agreement pertaining to development of the Project. If in the City's reasonable judgment it is necessary, the City shall have the further right, from time to time, to retain a consultant or consultants to inspect the Project and verify compliance by the Developer with the provisions of this Agreement. The Developer acknowledges and agrees that any such inspections are for the sole purpose of protecting the City's rights under this Agreement, are made solely for the City's benefit, that the inspections may be superficial and general in nature, and are for the purposes of informing the City of the progress of the Project and the conformity of the Project with the terms and conditions of this Agreement, and that the Developer shall not be entitled to rely on any such inspection(s) as constituting an approval, satisfaction or acceptance of any materials, workmanship, conformity of the Project with this Agreement or otherwise. The Developer agrees to make its own regular inspections of the work of construction of the Project to determine that the quality of the Project and all other requirements of the work of construction of the Project are being performed in a manner satisfactory to the Developer. The Developer also agrees to immediately notify the City in writing should the Developer's inspections show any matters that will prevent the entire Project from being completed by the Project Completion Date set forth therefore in the Schedule of Performance. Without limiting the foregoing, the Developer shall permit the City upon reasonable notice to examine and copy all books and account records and other papers relating to the Property and the construction of the Project. The Developer will use commercially reasonable efforts to cause all contractors, subcontractors and materialmen to cooperate with the City to enable such examination.

5.8 Cost of Construction. Except for payments by the City pursuant to Section 2.6.5, the cost and expense of undertaking and completing the Project, including, without limitation, constructing all legally imposed on- and off-site improvements, and providing all utilities therefor, shall be borne by Developer at its sole cost, expense and liability, and Developer shall bear all costs and expenses associated with the processing and obtaining of the entitlements and shall bear -30-
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all costs and expenses ( except to the extent expressly set forth otherwise in this Agreement), associated with any and all terms, conditions, requirements, mitigation measures and other exactions imposed on, or required in connection with, the entitlements.

5.9 Prevailing Wages.

5.9.1 DEVELOPER IS AW ARE OF THE REQUIREMENTS OF LABOR
CODE § 1720 ET SEQ., AND 1770, ET SEQ., AS WELL AS CALIFORNIA CODE OF REGULATIONS, TITLE 8, SECTION 16000, ET SEQ. ("PREVAILING WAGE LAWS"),

WHICH REQUIRE THE PAYMENT OF PREVAILING WAGE RATES AND THE PERFORMANCE OF OTHER REQUIREMENTS ON "PUBLIC WORKS" AND "MAINTENANCE" PROJECTS, AS DEFINED BY PREY AILING WAGE LAWS.

DEVELOPER AGREES THE PROJECT IS A "PUBLIC WORK" SUBJECT TO PREVAILING

WAGE LAWS AND THAT DEVELOPER SHALL FULLY COMPLY WITH THE PREVAILING WAGE LAWS. DEVELOPER IS RESPONSIBLE TO OBTAIN A COPY OF

THE PREY AILING RA TES OF PER DIEM WAGES IN EFFECT AT THE COMMENCEMENT OF THIS AGREEMENT. DEVELOPER SHALL MAKE COPIES OF THE PREVAILING

RA TES OF PER DIEM WAGES FOR EACH CRAFT, CLASSIFICATION OR TYPE OF

WORKER NEEDED TO CONSTRUCT THE PROJECT, AND SHALL POST COPIES AT THE DEVELOPER'S PRINCIPAL PLACE OF BUSINESS AND THE PROPERTY. DEVELOPER

SHALL MAINTAIN A BOND TO SECURE THE PAYMENT OF CONTRACTORS AT PREY AILING WAGE RA TES IN ACCORDANCE WITH CALIFORNIA LABOR CODE § 1781. GRANTEE ASSUMES ANY AND ALL RESPONSIBILITY AND SHALL BE SOLELY

RESPONSIBLE FOR COMPLIANCE WITH REQUIREMENTS TO PAY PREVAILING

WAGE RATES FOR EACH LABOR CLASSIFICATION, AS DETERMINED BY THE STATE, PURSUANT TO LABOR CODE SECTIONS 1720, ET SEQ.

5.9.2 The Developer, on behalf of itself, its successors, and assigns, waives and releases the City from any right of action that may be available to it pursuant to Labor Code Sections 1726 and 1781. The Developer acknowledges the protections of Civil Code Section 1542 relative to the waiver and release contained in this Section 5.9, which reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY."

BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WANERS AND RELEASES OF THIS SECTION 5.9.2 ..

Developer's Initials
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5.9.3 Additionally, in accordance with Section 8.7, the Developer shall indemnify, defend with counsel acceptable to the City and hold the City harmless against any claims pursuant to Labor Code Sections 1 726 and 1781 arising from this Agreement or the construction or operation of the Project.

5.10 Certificate of Completion.

5.10.1 Following the substantial completion of construction of the Project, and upon written request from the Developer for issuance of a Certificate of Completion for the Project, the City shall, no later than five (5) business days after receipt of such request, inspect the Project to determine whether or not the Project has been substantially completed in compliance with this Agreement. If the City determines that the Project is complete and in compliance with this Agreement, the City Building Official, or designee, shall furnish the Developer with a Certificate of Completion for the Project. If the City determines that the Project is not in compliance with this Agreement, the City Manager shall send written notice of each non-conformity to the Developer. Upon issuance of the final certificate of occupancy for the development of the Project, based on the plans submitted by the Developer to the City, the City shall furnish the Developer with a Certificate of Completion for the Project.

5.10.2 Upon the Developer's substantial completion of the Project, the Developer shall request and be entitled to receive a Certificate of Completion, including the right of the City Manager to issue the Certificate of Completion, except that the Certificate of Completion, upon issuance, shall be evidence of the City's conclusive determination of satisfactory substantial completion of the entirety of the Project pursuant to the terms of this Agreement.

5.10.3 The City shall not unreasonably withhold the issuance of a Certificate of Completion. A Certificate of Completion shall be evidence of the City's conclusive determination of satisfactory completion of the Project to which it pertains pursuant to the terms of this Agreement. After the recordation of a Certificate of Completion for the Project, any person then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Property improved with the Project shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement regarding construction or installation of the Project except that such person shall be bound by any reservations, covenants, conditions, restrictions and other interests recorded against the Property pursuant to this Agreement, the Deed, the Regulatory Agreement.

5.10.4 If the City fails or refuses to issue a Certificate of Completion following written request from the Developer, the City shall, within fifteen (15) calendar days of the Developer's written request or within three (3) calendar days after the next regular meeting of the City Council, whichever date occurs later, provide the Developer with a written statement setting forth the reasons for the City's failure or refusal to issue a Certificate of Completion; provided, however, in the event the City Council does not meet within fifteen (15) days after the written request from the Developer, all dates and deadlines set forth in this Agreement shall extended day for day by the number of days between the written request and the next regular meeting of the City Council. The statement shall also contain the City's opinion of the action(s) the Developer must take to obtain a Certificate of Completion from the City. If the reason for the Developer's failure -32-
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to complete the Project is confined to the immediate unavailability of specific items or materials for construction or landscaping at a price reasonably acceptable to the Developer or other minor building "punch-list" items, the City may issue its Certificate of Completion upon the posting of a bond or irrevocable standby letter of credit by the Developer in a form reasonably acceptable to the City in an amount representing the fair value of the work on the Project remaining to be completed, as reasonably determined by the City. If the City fails to provide such written statement, within the specified time period, the Developer shall be deemed conclusively and without further action of the City to have satisfied the requirements of this Agreement with respect to the Project, as if a Certificate of Completion had been issued by the City pursuant to this Agreement.

5.10.5 A Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the Project, or any parts thereof. A Certificate of Completion shall not be deemed to constitute a notice of completion under Section 3093 of the California Civil Code, nor shall it act to terminate the continuing covenants, restrictions or conditions contained in the Grant Deed or any other instruments recorded against the Property pursuant to this Agreement. A Certificate of Completion is not evidence of the compliance of the Project with any City Requirements or any building code, conditions of approval, land use, zoning or other requirements of the City or any Governmental Agency with jurisdiction over the Property, other than the City.

5.11 Project Contracts. Developer shall submit to City, for City's review and approval or disapproval, a construction contract with a general contractor, a contract for procurement of the individual dwelling units, and any other contract which the City reasonably requires for evaluation of compliance with this Agreement (the "Project Contracts"). The City shall have not less than fifteen (15) days to review a construction contract with a general contractor or a contract for procurement of the individual dwelling units, and the failure to provide written approval shall be deemed a disapproval.

5.12 Assignment Rights in Project Contracts. All Project Contracts, contracts for acquisition of materials, preparation of plans and specifications (including but not limited to designs and drawings), and construction of the Project shall provide, in a form and substance reasonably satisfactory to the City, for the assignment thereof to the City if the City terminates this Agreement or for an Event of Default, and shall allow the City the rights and authority under the contracts in the event of termination by the City or an Event of Default.

ARTICLE VI

DEVELOPER COVENANTS

6.1 Covenant to Maintain Property on Tax Rolls. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

6.1.1 The entire Property shall remain on the County secured real property tax rolls in accordance with state law applicable to the Project or the Property, including any obligation -33-
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arising from any agreements or obligations of the City as a Successor Agency; provided however, that Developer may apply for a reduction or waiver of property taxes based on a welfare tax exemption.

6.1.2 The Developer shall pay all property tax bills with respect to the Property and all improvements thereon on or before the last day for the timely payment of each property tax installment on each December 10 and April 10, or such other deadline established by the County of Merced, during such time period and to timely pay all supplemental tax bills regarding the Property issued by the County. The Developer further covenants and agrees to provide to the City, upon request from the City, commencing in the calendar year following the calendar year in which a Certificate of Completion is recorded and in each calendar year, thereafter, for the full term of this covenant: (i) a true and correct copy of all property tax assessment notices, property tax bills and property tax assessment correspondence by and between the Developer and the County regarding the Property and all improvements thereon, with respect to the preceding fiscal year of the County, and (ii) cancelled checks issued by the Developer in payment of all property tax payments that are made to the County regarding the Property and all improvements thereon ( or other reasonably acceptable evidence of such payment), with respect to the preceding County fiscal year.

6.1.3 The covenants of this Section 6.1 shall run with the land of the Property, shall be enforceable against the Developer and its successors and assigns, and shall be covenants set forth in the Grant Deed.

6.2 Compliance with the Regulatory Agreement. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

6.2.1 The Property shall be used and operated in accordance with the Regulatory Agreement.

6.2.2 The covenants of this Section 6.2 shall run with the land of the Property, shall be enforceable against the Developer and its successors and assigns, and shall be covenants set forth in the Grant Deed.

6.2.3 Within thirty (30) days of approval of the entitlements for the Project, or thirty (30) days prior to Close of Escrow, whichever is earlier, Developer shall submit all exhibits to the Regulatory Agreement, or any other agreement or instrument utilized for transferring units to eligible residents, to the City for review and approval. The City shall have fifteen (15) days to provide approval or disapproval, which approval shall not be unreasonably withheld.

6.2.4 Prior to issuance of a Certificate of Occupancy, Developer shall submit to City for review and approval a Permanent Supportive Housing Services Plan ("Supportive Services Plan") and an Affirmative Marketing and Tenant Selection Plan. The City shall have thirty (30) days to provide approval or disapproval, which approval shall not be unreasonably withheld.
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6.2.4.1 The Affirmative Marketing and Tenant Selection
Plan shall implement the occupancy requirements and priorities of this Agreement, and sets forth a detailed written plan for leasing the Affordable Units to Eligible Households.

6.2.4.2 The Supportive Services Plan shall provide a
mm1mum 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.

6.3 Maintenance Condition of the Property. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

6.3.1 The areas of the Property that are subject to public view (including all ex1stmg and future improvements, paving, walkways, landscaping, exterior signage and ornamentation) shall be maintained in good repair and a neat, clean and orderly condition, ordinary wear and tear excepted. If there is an occurrence of an adverse condition on any area of the Property that is subject to public view in contravention of the general maintenance standard described above ( a "Maintenance Deficiency"), then the City shall notify the Developer in writing of the Maintenance Deficiency. If the Developer fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty (30) days of its receipt of notice of the Maintenance Deficiency, the City shall have the right to enter the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the City to accomplish the abatement of the Maintenance Deficiency.

Any sum expended by the City for the abatement of a Maintenance Deficiency on the Property pursuant to this Section 6.4.1 shall become a lien on the Property, as applicable. If the amount of the lien is not paid within thirty (30) days after written demand for payment from the City to the Developer, the City shall have the right to enforce the lien in the manner provided in Section 6.4.3 ..

6.3.2 Graffiti, as this term is defined in Government Code Section 38772, that - has been applied to any exterior surface of a structure or improvement on the Property that is visible from any public right-of-way adjacent or contiguous to the Property, shall be removed by the Developer by either painting over the evidence of such vandalism with a paint that has been color-matched to the surface on which the paint is applied, or graffiti may be removed with solvents, detergents or water, as appropriate. If any such graffiti is not removed within ninety-six (96) hours following the time of the discovery of the graffiti, the City shall have the right to enter -35-
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the Property and remove the graffiti, without notice to the Developer. Any sum reasonably expended by the City for the removal of graffiti from the Property pursuant to this Section 6.4.2 , shall be a lien on the Property. If the amount of the lien is not paid within thirty (30) days after written demand to the Developer from the City, the City shall have the right to enforce its lien in the manner provided in Section 6.4.3 ..

6.3.3 The Parties further mutually understand and agree that the rights conferred upon the City under this Section 6.4 expressly include a grant by the Developer of a security interest in the Property with the power to establish and enforce a lien or other encumbrance against the Property or any portion thereof, in the manner provided under Civil Code Sections 2924, 2924b and 2924c, to secure the obligations of the Developer and it successors under Section

6.4.1 or Section 6.4.2, including the reasonable attorneys' fees and costs of the City associated with the abatement of a Maintenance Deficiency or removal of graffiti. For the purposes of the preceding sentence the words "reasonable attorneys' fees and costs of the City" mean and include the salaries, benefits and costs of the City Attorney and the lawyers employed in the Office of the City Attorney.

6.4shall be deemed to preclude the Developer from making any alteration, addition, or other change to any structure or improvement or landscaping on the Property, provided that any such changes comply with applicable zoning and building regulations of the City.

6.4 Obligation to Refrain from Discrimination. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees:

6.4.1 Fair Housing Covenant. There shall be no discrimination against or segregation of any person, or group of persons on account of actual or perceived 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. Developer, for itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessees or vendees of the Property.

The covenant of this Section 6 shall run with the land of the Property and shall be enforceable against the Developer and its successors and assigns in perpetuity and be a covenant in the Grant Deed and the Notice of Agreement.

6.4.2 Fair Employment Covenant. In connection with its performance under this Agreement, Developer shall not discriminate against any employee or applicant for employment on account of actual or perceived 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. Developer shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis.
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6.5 Form of Non-Discrimination and Non-Segregation Clauses. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

6.5.1 The Developer, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Property ( or any portion thereof) on the basis of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition ( each a "prohibited basis"), of any person of any person. All deeds, leases or contracts pertaining to the Property shall contain or be subject to substantially the following non-discrimination or non-segregation covenants:

6.5.1.1 In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of 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, of any person, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sublessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land."

6.5.1.2 In leases: "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of 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, of any person, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants lessees, sub-lessee, sub-tenants, or vendees in the premises herein leased."

6.5.1.3 In contracts: "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, of any person, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sub-lessees, sub-tenants, or vendees of the premises herein transferred." The foregoing provision shall be -37-
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binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument.

6.5.2 The covenant of this Section 6 shall run with the land of the Property in perpetuity, shall be enforceable against the Developer and its successors and assigns, and shall be covenants set forth in the Grant Deed.

6.6 Survival of Special Development Covenants. All of the covenants set forth in this ARTICLE VII, inclusive, shall be a covenant running with the land of the Property and each such special development covenant shall survive the Close of Escrow, execution and recordation of the Grant Deed, and issuance and recordation of any Certificate of Completion for the time period specifically set forth in each such special development covenant. The Parties acknowledge that although the special development covenants apply to the entirety of the Property, portions of the Project and Property may, in accordance with the Permitted Transfer requirements, be sold or otherwise transferred to various successors and assigns of the Developer. Accordingly, the City agrees that with respect to enforcement of any of the special development covenants, it is understood and agreed that, in the event of a breach of any of the special development covenants, the City will seek to enforce those covenants only against the then-current owner(s) of that portion of the Property which is not in compliance with any one or more the special development covenants. No owner of any portion of the Property which is in compliance with the special development covenants shall be liable for the breach of any of the special development covenants by any other owner of any other portion of the Property; provided, however, that the foregoing shall not preclude City from seeking damages against any prior owner of any portion of the Property if, during the tenure of such owner's ownership, such owner's portion of the Property was not in compliance with any one or more of the special development covenants.

6. 7 Developer Covenant to Defend this Agreement. The Developer acknowledges that the City is a "public entity" and/or "public agency" as defined under applicable California law. Therefore, the City must satisfy the requirements of certain California statutes relating to the actions of public entities and public agencies including, without limitation, CEQA. Also, as a public body, the City's action in approving this Agreement may be subject to proceedings to invalidate this Agreement or mandamus. The Developer assumes the risk of delays and damages that may result to the Developer from any third-party legal actions related to the City's approval of this Agreement or the pursuit of the activities contemplated by this Agreement, even in the event that an error, omission or abuse of discretion by the City is determined to have occurred. If a thirdparty files a legal action regarding the City's approval of this Agreement or the pursuit of the activities contemplated by this Agreement, either the City may terminate this Agreement on thirty (30) days written notice to the Developer of the City's intent to terminate this Agreement, referencing this Section 6.8, without any further obligation to perform the terms of this Agreement and without any liability to the Developer resulting from such termination, unless the Developer unconditionally agrees to indemnify and defend the City, with legal counsel acceptable to the City, against such third-party legal action, as provided in the next sentence. Within thirty (30) days of receipt of the City's notice of intent to terminate this Agreement, as provided in the preceding sentence, the Developer may offer to defend the City, with legal counsel reasonably acceptable to the City, in the third-party legal action and pay all of the court costs, attorney fees, monetary awards, sanctions, attorney fee awards, expert witness and consulting fees, and the expenses of any and all financial or performance obligations resulting from the disposition of the legal action. -38-
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Any such offer from the Developer must be in writing and reasonably acceptable to the City in both form and substance. Nothing contained in this Section 6.8shall be deemed or construed to be an express or implied admission that the City is liable to the Developer or any other person or entity for damages alleged from any alleged or established failure of the City to comply with any statute, including, without limitation, CEQA. The Developer's defense of such third party actions as described in this Section 6.8shall constitute an Unavoidable Delay.

6.8 Environmental Indemnity of the City by the Developer. The Developer agrees, at its sole cost and expense, to fully indemnify, protect, hold harmless, and defend (with counsel selected by the Developer and approved by the City) the City and its commissions, agents, attorneys, officers, employees, and authorized representatives ( collectively, the "Indemnified Parties"), from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses, including, without limitation, attorney fees, disbursements and costs of attorneys, environmental consultants and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever ( collectively, "Environmental Claims") that may, at any time, be imposed upon, incurred or suffered by, or claimed, asserted or awarded against, the Indemnified Parties, directly or indirectly relating to or arising from any of the following "Environmental Matters" existing or occurring during or arising from the Developer's ownership of the Property or construction or operation of the Project:

6.8.1 The presence of Hazardous Materials on, in, under, from or affecting all or any portion of the Property or the Project.

6.8.2 The storage, holding, handling, release, threatened release, discharge, generation, leak, abatement, removal or transportation of any Hazardous Materials on, in, under, from or affecting the Property or the Project.

6.8.3 The violation of any law, rule, regulation, judgment, order, permit, license, agreement, covenant, restriction, requirement or the like by the Developer, its agents or contractors, relating to or governing in any way Hazardous Materials on, in, under, from or affecting the Property or the Project.

6.8.4 The failure of the Developer, its agents or contractors, to properly complete, obtain, submit and/or file any and all notices, permits, licenses, authorizations, covenants and the like in connection with the Developer's activities on the Property or regarding the Project.

6.8.5 The implementation and enforcement by the Developer, its agents or contractors of any monitoring, notification or other precautionary measures that may, at any time, become necessary to protect against the release, potential release or discharge of Hazardous Materials on, in, under, from or affecting the Property or the Project.

6.8.6 The failure of the Developer, its agents or contractors, in compliance with all applicable Environmental Laws, to lawfully remove, contain, transport or dispose of any Hazardous Materials existing, stored or generated on, in, under or from the Property or the Project. -39-
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6.8. 7 Any investigation, inquiry, order, hearing, action or other proceeding by or before any governmental agency in connection with any Hazardous Materials on, in, under, from or affecting the Property or the Project or the violation of any Environmental Law relating to the Property or the Project.

6.8.8 The Developer shall pay to the Indemnified Parties all costs and expenses including, without limitation, reasonable attorneys' fees and costs, incurred by the Indemnified Parties in connection with enforcement of the aforementioned environmental indemnity.

6.9 Insurance. In order to protect the City and its commissions, agents, attorneys, officers, employees and authorized representatives ( collectively, "Additional Insureds") against any and all claims and liability for death, injury, loss and damage resulting from the Developer's actions in connection with this Agreement, the Property, and the Project, the Developer shall secure and maintain the insurance coverage, described in and required by this Section 6.10. The City shall not have any obligation under this Agreement until the Developer provides the required policies and/or certificates evidencing the insurance required by this Section 6.10 to the City and the City approves such evidence of insurance. The Developer shall pay any deductibles and selfinsured retentions under all insurance policies issued in satisfaction of the terms of this Agreement.

Developer shall retain all insurance policies as set forth in this Section 6.10 until recordation of the Certificate of Completion.

6.9.1 Workers' Compensation Insurance Requirement. The Developer shall submit written proof that the Developer is insured against liability for workers' compensation in accordance with the provisions of Section 3700 of the Labor Code for a limit of not less than One Million Dollars ($1,000,000.00). By executing this Agreement, the Developer makes the following certification, required by Section 1861 of the Labor Code:
"I am aware of the provisions of section 3 700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of the Agreement."
The Developer shall require each contractor and sub-contractor performing work on the Project to provide workers' compensation coverage for all of such contractor's or sub-contractor's employees, unless the contractor's or sub-contractor's employees are covered by workers' compensation insurance provided by the Developer. If any class of employees engaged in work or services performed in connection with the Project is not covered by Labor Code Section 3700, the Developer shall provide and/or require each contractor or sub-contractor to provide adequate workers' compensation insurance covering such employees. Each workers' compensation policy procured pursuant to this Section 6.9.1 shall contain a full waiver of subrogation clause in favor of the Additional Insureds.
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6.9.2 Liability and Insurance Requirements.

6.9.2.1 The Developer shall maintain in full force and effect, the following insurance coverage:

6.9.2.1.1 Commercial General Liability Insurance coverage, including, but not limited to, Premises-Operations, Contractual Liability Insurance (specifically covering all indemnity obligations of the Developer 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 the Developer'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.

6.9.2.1.2 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 the Developer with an aggregate limit 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. Such insurance shall be provided by a business or commercial vehicle policy.

6.9.2.1.3 If the Developer 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, the Developer 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.

6.9.2.1.4 Excess liability coverage with an aggregate limit of not less than Five Million Dollars ($5,000,000.00).

6.9.2.1.5 Provided that coverage is reasonably available, prior to conducting and/or causing any work to be conducted upon the Property, Developer 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 of City. Developer 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.

6.9.2.1.6 Upon acceptance of the Project or any portion thereof, from each contractor, the Developer 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. -41-
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6.9.2.2 During the construction of the Project, the Developer 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 the Developer shall provide for such contractors "wrap" coverage, as specified below, at all times during the performance of said work:

6.9.2.2.1 The Developer, 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.

6.9.2.2.2 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 the Developer during the construction of the Project from claims involving bodily injury and/or death and damage to the property of others.

6.9.2.2.3 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 non-owned 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 insurance shall be provided by a business or commercial vehicle policy. Such automobile liability insurance shall be provided by a business or commercial vehicle policy.

6.9.2.3 The insurance required in Section 6.9.2.1 and Section 6.9.2.2 above shall include endorsements naming the Additional Insureds as additional insured for liability arising out of this Agreement and any operation related to this Agreement.

6.9.2.4 Any insurance coverage required under this Agreement shall not be written on a "claims made" basis. Except as specified above, the applicable certificate of insurance must clearly provide that the coverage is on an "occurrence" basis. The requirements of this Section 6.9.2.4 shall survive any expiration or termination of this Agreement and the recordation of the Grant Deed and any Certificate of Completion.

6.9.2.5 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.

6.9.2.6 • Developer, or its contractors (as applicable), shall maintain all of the insurance coverage required under this Section 6.9 commencing at the Close of Escrow through the entire term of the Loan, 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 the Builder's Risk Insurance required by Section 6.10.2.2.1 shall only be required during construction. Also, 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 -42-
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wording of any certificates of insurance or any coverage for the Additional Insureds. The Developer 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.

6.9.2.7 All insurance to be obtained and maintained by the Developer under this Section 6.9 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.

6.9.2.8 The City will not accept self-insurance in satisfaction of the insurance requirements of this Section 6.9.

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

6.9.2.10 Insurance coverage in the minimum amounts set forth in this Section 6.10 shall not be construed to relieve the Developer 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.

6.9.3 Failure by the Developer to maintain all insurance coverage required by this Section 6.10 in effect shall be an Event of Default by the Developer. 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 the Developer 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 the Developer shall not relieve the Developer of its obligation to obtain and maintain the insurance coverage required by this Agreement.

ARTICLE VII

PROJECT FINANCING

7.1 No Private Construction Loan. The Developer covenants to the City that the City Loan is sufficient to develop and construct the Project and that Developer does not require any additional financing.

7.2 Unauthorized Liens. The Developer shall not record, and shall not allow to be recorded, against the Property, or any portion thereof or any other portion of City-owned Property, any Lien not expressly authorized by this Agreement. The Developer shall remove, or shall have removed, any unauthorized Lien made or recorded against the Property or any portion of the Property, or shall assure the satisfaction thereof to the satisfaction of the City, as follows: (1) for City-owned Property, Developer shall comply with this obligation for so long as City remains the fee simple owner of the City-owned Property; (2) for the Property to be conveyed under this -43-
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Agreement, this obligation shall continue until the Maturity Date of the City Promissory Note.

After one hundred twenty (120) calendar days prior written notice to the Developer, the City shall have the right, but not the obligation, to satisfy any unauthorized Lien made or recorded prior to recordation of the Certificate of Completion and receive reimbursement from the Developer for any amounts paid or incurred in satisfying any such Lien, upon demand. Nothing in this Section

7.2, though, shall require the Developer to pay or make provisions for the payment of any tax, assessment, lien, or charge that the Developer is in the process of contesting the validity or amount thereof, in good faith, and so long as such contest shall not subject the Property, or any portion thereof, to forfeiture or sale.

7.3 Rights of Lenders and City Regarding Permitted Loans and Liens.

7.3.1 The City shall have the sole and absolute right to review and approve any Lender from which the Developer proposes to obtain any Loan, whether or not such Loan is secured by a Lien against the Property or any portion thereof. Without limitation, in deciding whether to give, condition or withhold such approval, the City may consider, among other matters, whether or not the proposed Lender is a state or federally chartered bank, savings and loan, or other financial institution which routinely provides construction financing to development projects such as the Project, whether the terms of the Loan are reasonable and customary when compared to the financing terms of similar development projects in the County, the size and financial strength of the proposed Lender, and what effect, if any, any changes requested by the Lender to either this Agreement or any of the exhibits to this Agreement may have upon the City's rights and remedies hereunder. In connection therewith, in any notice requesting approval of a proposed Lender and Loan, the Developer shall include a statement identifying any amendments, modifications, or other changes to this Agreement or its exhibits which the proposed Lender will request in connection with the Developer's obtaining of the Loan. The City agrees to reasonably consider, but shall not be obligated to accept, any amendment, modification, or other change to this Agreement or any of the exhibits to this Agreement which materially restricts, diminishes, or burdens the City's rights and remedies. In no event shall any Loan result in a Lien against any City-owned property, and this Agreement shall not be construed or interpreted to allow any such Lien. 7 .3.2 Whenever the City delivers any notice or demand to the Developer regarding any breach or default by the Developer under this Agreement that, if not timely cured by the Developer, would entitle the City to terminate this Agreement, the City shall send a copy of such notice to each affected Lender of which the City has received notice and a contact address for transmittal of such notices. Whenever the City delivers any notice or demand to the Developer regarding any breach or default by the Developer under this Agreement that, if not timely cured by the Developer, would entitle the City to exercise its power of termination of the fee estate of all or any portion of the Property pursuant to Section 8.6, the City shall at the same time send a copy of such notice or demand to each affected Lender of which the City has received notice and a contact address for transmittal of such notice. Each affected Lender receiving a copy of any such notice shall have the right, at its option, to commence the cure or remedy of any such default of the Developer and to diligently and continuously proceed with such cure or remedy, within one hundred eighty ( 180) calendar days following its receipt of notice of the default. If a default of the Developer under this Agreement cannot, with diligence, be remedied or cured, or the remedy or cure of such default cannot be commenced, within such one hundred eighty ( 180) calendar day period, the Lender shall have such additional time as is reasonably necessary to remedy or cure -44-
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such default of the Developer, but in no event beyond three hundred sixty five (365) calendar days following its receipt of notice of the default. If such default of the Developer can only be remedied or cured by the Lender upon obtaining possession of the Property, the Lender shall seek to obtain possession of the Property with diligence and continuity through a receiver or otherwise, and shall remedy or cure such default of the Developer within one hundred eighty (180) calendar days after obtaining possession of the Property. Nothing contained in this Agreement shall be deemed to permit or authorize any Lender to undertake or continue the construction of any portion of the Project (beyond the extent necessary to conserve or protect improvements or construction already made), without expressly assuming the Developer's obligations under this Agreement by written agreement approved by the City, in which the Lender agrees to complete, in the manner provided in this Agreement, the improvements to which the Lien or title of the Lender relates, which approval shall not unreasonably be withheld, delayed, or conditioned by the City.

7.3.3 In any case where, one hundred eighty (180) calendar days after delivery of notice of a default of the Developer under Section 7 .3 .3, an affected Lender has not exercised the option provided in Section 7.3.2 to construct the applicable portions of the Project, or has exercised the option, but has not proceeded diligently and continuously with construction, the City shall have the option, in the City's sole and absolute discretion, to purchase the Loan of such Lender and any security interest of such Lender under its Loan Documents by payment to the Lender of the amount of the unpaid Loan, including principal, accrued and unpaid interest, late charges, costs, expenses and other amounts payable to the Lender by the Developer under its Loan Documents and, if the ownership of the Property or any portion of the Property has previously vested in such Lender, the City, at its option but not as its obligation, shall be entitled to a conveyance of any title or interest in the Property vested in such Lender from such Lender.

7.3.4 After expiration of the one hundred eighty (180) calendar day period provided for in Section 7.3.3, any affected Lender may demand, in writing, that the City act to exercise or forego the option granted in Section 7 .3 .3. If the City fails to exercise the right granted in Section 7.3.3 within sixty (60) calendar days from the date of the City's receipt of such written demand from a Lender, the City shall be conclusively deemed to have waived its right of purchase of that Lender's interest pursuant to Section 7.3.3.
7 .3.5 In the event of a default or breach by the Developer under any Loan Documents, where the Lender has not exercised its option to complete the Project under Section 7 .3 .2, the City may cure the default of the Developer under the applicable Loan Documents, but is under no obligation to do so, prior to completion of any sale or foreclosure of the Property or any portion thereof under the applicable Loan Documents. The City shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the City in curing any default of the Developer under any Loan Documents.

7.3.6 In any case where a Lender has acquired title to all or any portion of the Property or Project through foreclosure, deed in lieu of foreclosure, or any other means, and such Lender proposes to enter into an agreement to transfer the Property and/or Project, or any portion thereof, to a third party transferee, the Lender shall provide the City with written notice thereof, which notice shall include a reasonably detailed description of the terms and conditions of the proposed transaction. The City shall have the option, but not the obligation, to purchase the Property and/or Project on substantially the same terms as described in the Lender's notice, which -45-
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option, if ever, shall be exercised by written notice from the City to the Lender within twenty (20) days following the City's receipt of the Lender's notice. If the City elects not to exercise its option, then, subject to Section 9.2.2, the Lender may complete the transaction described in its notice, provided that such transaction is closed on materially identical terms and conditions as those described in the Lender's notice to the City. If the Lender and third party transferee desire to materially amend the terms of their proposed transaction, the Lender shall give the City written notice of the proposed modifications and the City shall once again have the right to elect to acquire the Property and the Project (or portion thereof) on terms and conditions substantially similar to those modified terms. If, for any reason, the proposed transaction between the Lender and third party transferee fails to close within two hundred forty (240) days following the date on which the City first receives notice of the proposed transaction ( or notice of the proposed modified transaction, whichever is later), then the City once again have the right to elect to acquire the Property and/or Project pursuant to this Section 7.3.6.

7.3.7 The restrictions set forth in this Section 7.3 shall remain in effect until the later of: (a) the Maturity Date of the City Promissory Note, or (b) for an Event of Default under the City Promissory Note, the date on which the Default is cured.

ARTICLE VIII

DEFAULTS, REMEDIES AND TERMINATION

8.1 Defaults - General.

8.1.1 Subject to any extensions of time provided for in this Agreement, failure or delay by any Party to perform any term or provision of this Agreement shall constitute an "Event of Default" under this Agreement; provided, however, that if a Party otherwise in default commences to cure, correct or remedy such default, within thirty (30) calendar days after receipt of written notice from the injured Party specifying such default, and shall diligently and continuously prosecute such cure, correction or remedy to completion ( and where any time limits for the completion of such cure, correction or remedy are specifically set forth in this Agreement, then within said time limits), such Party shall not be deemed to be in default under this Agreement and no Event of Default shall be deemed to have occurred.

8.1.2 The injured Party shall give written notice of default to the Party in default, specifying the default complained of by the non-defaulting Party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default.

8.1.3 Any failure or delays by any Party in asserting any of their rights and/or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by any Party in asserting any of its rights and/or remedies shall not deprive that Party of its right to institute and maintain any actions or proceedings that it may deem necessary to protect, assert or enforce any such rights or remedies.

8.1.4 In addition to other acts or omissions of the Developer that may legally or equitably constitute a default or breach of this Agreement, the occurrence of any of the following specific events, prior to the issuance of a Certificate of Completion for the Project, shall constitute -46-
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an "Event of Default" under this Agreement and shall not be subject to the notice and cure provisions of Section 8.1.1:

8.1.4.1 Any material default by the Developer under any Loan Documents, including the City Loan, for any purpose or reason that remains uncured following any applicable notice and expiration of any applicable cure period under such Loan Documents.

8.1.4.2 Any representation, warranty or disclosure made to the City by the Developer regarding this Agreement or the Project is materially false or misleading, whether or not such representation or disclosure appears in this Agreement.

8.1.4.3 The Developer fails to make any payment or deposit of funds required under this Agreement or to pay any other charge set forth in this Agreement, following seven (7) days' written notice to the Developer from the City of such failure.

8.1.4.4 The construction of the Project is delayed or suspended for a period in excess of that permitted under Section 5.3 or the Developer has not been issued, or entitled to be issued, a Certificate of Completion by the Project Completion Date.

8.1.4.5 There occurs any event of dissolution, reorganization or termination of the Developer that adversely and materially affects the operation or value of the Property or the Project, and such event is not corrected within five (5) days following written notice of such event from the City to the Developer.

8.1.4.6 The Developer Transfers its interest in this Agreement, the Property, or the Project, or any portion thereof, whether voluntarily or involuntarily or by operation of law, in violation of the terms and conditions of this Agreement and such action is not cured within the period prescribed in Section 9.2.2.

8.1.4.7 The Developer becomes insolvent or a receiver is appointed to conduct the affairs of the Developer under state or federal law.

8.1.4.8 The Developer's legal status as a Delaware limited liability company authorized by the Secretary of State of the State of California to transact business in California is suspended or terminated.

8.1.4.9 The Developer fails to comply with obligations set forth in the Regulatory Agreement, the ERF Funding Requirements, the CCAH Funding Requirements, the City Promissory Note, the City Promissory Note-Interim Loan, or City Deed of Trust, or takes other actions preventing the complete execution and recording of the same, as applicable.

8.2 LIQUIDATED DAMAGES TO THE CITY. UPON THE OCCURRENCE OF

AN EVENT OF DEF AULT BY THE DEVELOPER UNDER THIS AGREEMENT PRIOR TO

THE CLOSE OF ESCROW, THE CITY MAY CANCEL THE ESCROW PURSUANT TO SECTION 4.10, AND UPON CANCELLATION OF THE ESCROW, THE CITY SHALL BE

RELIEVED OF ANY OBLIGATION UNDER THIS AGREEMENT TO SELL OR CONVEY

THE PROPERTY OR ANY PORTION THEREOF AND ANY SUCH ESCROW CANCELLATION SHALL BE WITHOUT ANY LIABILITY OF THE CITY titetitlTO THE -47-
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DEVELOPER OR ANY OTHER PERSON ARISING FROM SUCH ACTIONS. THE CITY

AND THE DEVELOPER ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND

IMPRACTICAL, IF NOT IMPOSSIBLE, TO ASCERTAIN THE AMOUNT OF DAMAGES

THAT WOULD BE SUFFERED BY THE CITY IN THE EVENT OF A CANCELLATION OF

THE ESCROW DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW. HA YING

MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL

DAMAGES THE CITY WOULD SUFFER IN THE EVENT OF A CANCELLATION OF THE

ESCROW DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE

DEVELOPER UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW, THE

CITY AND THE DEVELOPER AGREE THAT A REASONABLE ESTIMATE OF THE

CITY'S DAMAGES IN SUCH EVENT IS THE TOTAL SUM OF FIFTY THOUSAND DOLLARS ($50,000), PLUS ANY AMOUNTS OWED TO THE CITY PURSUANT TO THE CITY PROMISSORY NOTE-INTERIM LOAN (THE "LIQUIDATED DAMAGES AMOUNT"). THEREFORE, UPON THE CANCELLATION OF THE ESCROW BY THE

CITY DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER

UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF THE ESCROW, ESCROW

HOLDER SHALL IMMEDIATELY CANCEL THE ESCROW AND PAY THE LIQUIDATED

DAMAGES AMOUNT TO THE CITY, IN PART, FROM THE EARNEST MONEY DEPOSIT WITHIN FIVE (5) DAYS OF ESCROW CANCELLATION. RECEIPT OF THE LIQUIDATED

DAMAGES AMOUNT SHALL BE THE CITY'S SOLE AND EXCLUSIVE REMEDY UPON

THE CANCELLATION OF THE ESCROW DUE TO THE OCCURRENCE OF AN EVENT OF

DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW.

CITY'S INITIALS: -- DEVELOPER'S INITIALS:

8.3 DEVELOPER'S ELECTION RE: SPECIFIC ENFORCEMENT OF

AGREEMENT OR WAIVER OF RIGHT TO SPECIFIC PERFORMANCE AND LIMITATION ON RECOVERY OF DAMAGES PRIOR TO CLOSE OF ESCROW.

UPON THE OCCURRENCE OF AN EVENT OF DEFAULT PERTAINING TO THE

CONVEYANCE OF THE PROPERTY BY THE CITY UNDER THIS AGREEMENT PRIOR

TO CLOSE OF ESCROW, THE DEVELOPER SHALL, AS ITS SOLE AND EXCLUSIVE

REMEDY, HAVE THE RIGHT TO EXERCISE ONE OF THE ALTERNATIVE REMEDIES DESCRIBED IN SECTIONS 8.3.1 AND 8.3.2. THE DEVELOPER'S ELECTION, ONCE MADE, SHALL BE IRREVOCABLE.

8.3.1 WAIVER OF RIGHT TO SPECIFIC PERFORMANCE AND
LIMITATION ON RECOVERY OF DAMAGES. THE DEVELOPER MAY WAIVE THE REMEDIES SET FORTH IN SECTION 8.3.2 AND MAY CANCEL THE ESCROW PURSUANT TO SECTION 4.10, AND UPON CANCELLATION OF THE ESCROW, THE

DEVELOPER SHALL BE RELIEVED OF ANY OBLIGATION UNDER THIS AGREEMENT

TO PURCHASE OR ACCEPT TITLE TO THE PROPERTY AND ANY SUCH ESCROW

CANCELLATION SHALL BE WITHOUT ANY LIABILITY OF THE DEVELOPER TO THE CITY OR ANY OTHER PERSON ARISING FROM SUCH ACTIONS. THE DEVELOPER

SHALL BE LIMITED TO FORGIVENESS OF ANY AMOUNTS DISBURSED FOR THE

INTERIM LOAN (PROVIDED DEVELOPER'S USE OF THOSE DISBURSEMENTS DID -48-
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NOT VIOLATE THIS AGREEMENT). THE DEVELOPER WAIVES ANY · RIGHT TO

RECOVER ANY OTHER SUMS FROM THE CITY ARISING FROM AN EVENT OF DEFAULT BY THE CITY PRIOR TO THE CLOSE OF ESCROW. THE DEVELOPER ACKNOWLEDGES THE PROTECTIONS OF CNIL CODE SECTION 1542 RELATIVE TO THEW AIYER AND RELEASE CONTAINED IN THIS SECTION 8.3.1, WHICH CIVIL CODE SECTION READS AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY."

BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 8.3.1..

DEVELOPER'S INITIALS -----
IN CONNECTION WITH THE WAIVERS OF THIS SECTION 8.3.1, THE

DEVELOPER FURTHER WAIVES THE RIGHT TO RECORD A NOTICE OF PEND ENCY

OF ACTION AGAINST ALL OR ANY PORTION OF THE PROPERTY EXCEPT

DEVELOPER MAY RECORD SUCH A NOTICE IN CONNECTION WITH ANY SUIT FOR

SPECIFIC PERFORMANCE PERMITTED HEREUNDER IN THE EVENT DEVELOPER

ELECTS NOT TO WAIVE ITS RIGHT TO SEEK SPECIFIC PERFORMANCE UNDER SECTION 8.3 .2 ..

8.3.2 SPECIFIC PERFORMANCE. THE DEVELOPER MAY WAIVE
THE REMEDIES SET FORTH IN SECTION 8.3.1 AND, IN ACCORDANCE WITH CIVIL CODE SECTION 3384, ET SEO., INSTITUTE AN ACTION AGAINST THE CITY FOR

SPECIFIC PERFORMANCE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT

WHICH WERE TO HA VE BEEN COMPLETED BY THE CITY PRIOR TO THE CLOSE OF ESCROW.

8.4 Legal Actions.

8.4.1 Except as otherwise provided by Section 8.3, any Party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy available to that Party under this Agreement or at law or in equity. Such legal actions must be instituted in the Superior Court of the State of California in and for the County of Merced, California, in any other appropriate court within the County of Merced, California.

8.4.2 The procedural and substantive laws of the State of California shall govern the interpretation and enforcement of this Agreement, without regard to conflicts of laws principles. The Parties acknowledge and agree that this Agreement is entered into, is to be fully -49-
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performed in and relates to real property located in the City of Los Banos, County of Merced, California.

8.5 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties set forth in this ARTICLE VIIII are nonexclusive and cumulative, and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party(ies).

8.6 City Power of Termination Regarding the Property.

8.6.1 The City hereby reserves a power of termination pursuant to Civil Code Sections 885.010, et seq., exercisable by the City, in its sole and absolute discretion, upon sixty (60) calendar days written notice to the Developer referencing this Section 8.6, to terminate the fee interest of the Developer in the Property and/or any improvements to the Property and revest such fee title in the City and take possession of all or any portion of such real property and improvements, without compensation to the Developer, upon the occurrence of an Event of Default by the Developer following the Close of Escrow and prior to the issuance of the Certificate of Completion. For a breach of the Regulatory Agreement, the power of termination shall continue for a period that expires on the fifteenth (15th) anniversary of the date of the Close of Escrow.

8.6.2 The thirty (30) calendar day written notice specified Section 8.6.1 shall specify the Event of Default by the Developer triggering the City's exercise of its power of termination. The City shall proceed with its remedy set forth in Section 8.6.1 only if the Developer continues in default for a period of sixty (60) calendar days following such notice or, upon commencing to cure such default, fails to diligently and continuously prosecute said cure to satisfactory conclusion.

8.6.3 The rights of the City under this Section 8.6 shall be subject and subordinate to, shall be limited by and shall not defeat, render invalid or limit:

8.6.3.1 Each Lien recorded against the Property and specifically authorized by this Agreement as a Permitted Transfer;

8.6.3.2 Any leases, declarations of covenants, conditions and restrictions, easement agreements or other recorded documents or interests applicable to the Property and specifically authorized by this Agreement as a Permitted Transfer.

8.6.4 Upon the City's exercise of its power of termination pursuant to this Section 8.6, the Developer or its successors or assigns shall convey by grant deed to the City title to the Property, as specified in the City's notice pursuant to Section 8.6.1, and all improvements thereon, in accordance with Civil Code Section 1109, as such code section may hereafter be amended, renumbered, replaced or substituted. Such conveyance shall be duly acknowledged by the Developer and a notary in a manner suitable for recordation. The City may enforce its rights pursuant to this Section 8.6 by means of an injunctive relief or forfeiture of title action filed in any court of competent jurisdiction.
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8.6.5 Upon the revesting in the City of title to the Property, whether by grant deed or court decree, the City shall exercise its reasonable good faith efforts to resell the Property at its then fair market value, as soon and in such manner as the City shall, in its sole discretion, find feasible and consistent with the objectives of the City's General Plan, to a qualified and responsible person or persons (as reasonably determined by the City) who will assume the Developer's obligations to begin and/or complete and/or operate that portion of the Project located on the Property, or such other replacement development acceptable to the City, in its sole and absolute discretion; provided, however, City shall not be required to sell the Property if the right of termination is exercised for a breach of the Regulatory Agreement following issuance of a Certificate of Occupancy for the Project. Upon any such resale of the Property ( or any portion thereof), the proceeds to the City from such sale shall be applied as follows:

8.6.5.1 First, to pay any and all amounts required to release/reconvey any Lien recorded against all or any portion of the Property; and

8.6.5.2 Second, to reimburse the City on its own behalf or on behalf of the City for all actual internal and third-party costs and expenses previously or currently incurred by the City related to the Property, the Project, or this Agreement, including, but not limited to, customary and reasonable fees or salaries to third-party personnel engaged in such actions, in connection with the recapture, management and resale of the Property or any part thereof; all taxes, assessments and utility charges paid by the City with respect to the Property or portion thereof; any payment made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations incurred by the Developer with respect to the acquisition of the Property or the construction of the Project; and amounts otherwise owing to the City by the Developer or its successors or assigns pursuant to the terms of this Agreement, inclusive of the ERF Standard Agreement; and

8.6.5.3 Third, to the extent that any proceeds from such resale are, thereafter, available, taking into account any prior encumbrances with a claim thereto, to reimburse the Developer, or its successors in interest to the equal to the sum of: (1) the Purchase Price; and (2) the third-party costs actually incurred and paid by the Developer regarding the development of the Project located on the Property, including, but not limited to, pro rata costs of carry, taxes, and other items as set forth in a cost certification to be made by the Developer to the City prior to any such reimbursement, which certification shall be subject to the City's reasonable approval; provided, however, that the Developer shall not be entitled to reimbursement for any expenses to the extent that such expenses relate to any loans, Liens or other encumbrances that are paid by the City pursuant to the provisions of sub-sections 8.6.5.1 or 8.6.5.2 above.

8.6.5.4 Any portion of the proceeds from the resale of the Property remaining after the foregoing applications shall be retained by the City as its sole and exclusive property.

8.6.6 IMMEDIATELY FOLLOWING THE SIXTY (60) DAY PERIOD
SPECIFIED IN SECTION 8.6.1, ABOVE, THE CITY, ITS EMPLOYEES AND AGENTS

SHALL HAVE THE RIGHT TO REENTER AND TAKE POSSESSION OF THE PROPERTY

AND ANY IMPROVEMENTS THEREON, WITHOUT FURTHER NOTICE OR COMPENSATION TO THE DEVELOPER. BY INITIALING BELOW, THE DEVELOPER -51-
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HEREBY EXPRESSLY WAIVES, TO THE MAXIMUM EXTENT ALLOWED BYLAW, ANY

AND ALL RIGHTS THAT THE DEVELOPER MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 791 AND CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1162,

AS THOSE STATUTES MAY BE AMENDED, REPLACED, RENUMBERED OR

SUBSTITUTED, OR UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

DEVELOPER'S INITIALS -----

8.6.7 THE DEVELOPER ACKNOWLEDGES AND AGREES THAT THE

CITY'S EXERCISE OF ITS POWER OF TERMINATION AND RIGHT OF REENTRY PURSUANT TO THIS SECTION 8.6 MAY WORK A FORFEITURE OF THE ESTATE IN THE

DEFAULTED PORTION OF THE PROPERTY CONVEYED TO THE DEVELOPER THROUGH THE GRANT DEED. THE DEVELOPER HEREBY EXPRESSLY WAIVES, TO

THE MAXIMUM EXTENT ALLOWED BY LAW, ANY AND ALL EQUITABLE AND

LEGAL DEFENSES THAT THE DEVELOPER MAY HAVE TO SUCH FORFEITURE,

INCLUDING, BUT NOT LIMITED TO, THE DEFENSES OF LACHES, W AIYER, ESTOPPEL, SUBSTANTIAL PERFORMANCE OR COMPENSABLE DAMAGES. THE

DEVELOPER FURTHER EXPRESSLY WAIVES, TO THE MAXIMUM EXTENT ALLOWED

BYLAW, ANY AND ALL RIGHTS AND DEFENSES THAT THE DEVELOPER MAY HA VE UNDER CALIFORNIA CIVIL CODE SECTION 3275 OR ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT. THE DEVELOPER ACKNOWLEDGES

THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT REFLECT THE

POSSIBILITY OF FORFEITURE BY VIRTUE OF THE EXERCISE OF THE CITY'S POWER OF TERMINATION PROVIDED IN THIS SECTION 8.6 AND FURTHER ACKNOWLEDGE

THAT IT HAS RECEIVED INDEPENDENT AND ADEQUATE CONSIDERATION FOR ITS

W AIYER AND RELINQUISHMENT OF RIGHTS AND REMEDIES PURSUANT TO SECTION 8.6.6 .. AND THIS SECTION 8.6.7.

DEVELOPER'S INITIALS - ----

8. 7 Developer Indemnification of the City. In addition to any other specific indemnification or defense obligations of the Developer set forth in this Agreement, the Developer agrees to indemnify, defend (upon written request by the City and with counsel reasonably acceptable to the City) and hold harmless the Indemnified Parties, from any and all losses, liabilities, charges, damages, claims, liens, causes of action, awards, judgments, costs and expenses, including, but not limited to reasonable attorney's fees of counsel retained by the Indemnified Parties, expert fees, costs of staff time, and investigation costs, of whatever kind or nature, that are in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, through any act, omission, fault or negligence, whether active or passive, of the Developer or the Developer's officers, agents, employees, independent contractors or subcontractors of any tier, relating in any manner to this Agreement, any work to be performed by the Developer related to this Agreement, the Property, or the Project, or any authority or obligation exercised or undertaken by the Developer under this Agreement. Without limiting the generality of the foregoing, the Developer's obligation to indemnify the Indemnified Parties shall include injury or death to any person or persons, damage to any property, regardless of where located, including the property of the Indemnified Parties, any workers' compensation or prevailing wage -52-
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determination, claim or suit or any other matter arising from or connected with any goods or materials provided or services or labor performed regarding the Project or the Property on behalf of the Developer by any person or entity. In instances where any Indemnified Parties are shown to have been actively negligent and where Indemnified Parties' active negligence accounts for only a percentage of the liability involved, the obligation of Developer will be for that entire portion or percentage ofliability not attributable to the active negligence of the Indemnified Parties.

ARTICLE IX
GENERAL PROVISIONS.

9.1 Incorporation of Recitals. The Recitals of fact set forth preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference.

9.2 Restrictions on Transfers.

9.2.1 The Developer acknowledges that the qualifications and identity of the Developer are of particular importance to the City. The Developer further recognizes and acknowledges that the City has relied and is relying on the specific qualifications and identity of the Developer in entering into this Agreement with the Developer and, as a consequence, Transfers are permitted only as expressly provided in this Agreement. The Developer shall promptly notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in control of the Developer, as well as any and all changes in the interest or the degree of control of the Developer by any such person, of which information the Developer or any of its partners, members or officers are notified or may otherwise have knowledge or information.

9.2.2 Except as expressly permitted in this Agreement, the Developer represents to the City that it has not made and agrees that it will not make or create, or suffer to be made or created, any Transfer other than a Permitted Transfer, either voluntarily, involuntarily or by operation oflaw, until after the recordation of a Certificate of Completion for the Project subject to the Transfer; provided, however, that the City may approve in its reasonable discretion, Transfers other than Permitted Transfers prior to the recordation of a Certificate of Completion.

In deciding whether to approve or disapprove any proposed Transfer, the City may consider the proposed transferee's financial strength and the experience of the proposed transferee and its senior management in undertaking and successfully completing projects of a similar type and size as the Project or that portion of the Project proposed to be transferred. Any Transfer made in contravention of this Section 9.2 shall be voidable at the election of the City and this Agreement may be terminated by the City or the City may exercise any other remedy available to the City under the terms of this Agreement, provided, however, that (i) the City shall first notify the Developer in writing of its intention to terminate this Agreement or to exercise any other remedy, and (ii) the Developer shall have twenty (20) calendar days following its receipt of such written notice to commence and, thereafter, diligently and continuously proceed to cure the default of the Developer and submit evidence of the initiation and satisfactory completion of such cure to the City, in a form and substance reasonably satisfactory to the City. -53-
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9.2.3 The Developer shall provide the City no less than thirty (30) days prior written notice of any proposed Permitted Transfer which the Developer desires to enter into prior to the recordation of a Certificate of Completion for the Project subject to the Transfer, other than a Permitted Transfer for which no notice shall be required. The Developer shall have the burden of demonstrating to the City's reasonable satisfaction that the proposed Permitted Transfer meets the conditions and requirements of this Agreement with respect to Permitted Transfers.

9.2.4 In connection with the City's review of any request for approval of any proposed Transfer under this Section 8.2, or of any Lender or Loan under Section 7.3, the Developer agrees to reimburse the City for those third party costs and expenses incurred by the City in connection with its review of the Developer's request for approval, including, without implied limitation, the reasonable fees and costs of those outside consultants and legal counsel retained by the City to assist it in its review of the Developer's request, including the City Attorney.

9.2.5 Anything in this Agreement to the contrary notwithstanding, the restrictions and prohibitions on Transfers contained in this Section 9.2 shall terminate upon issuance of a Certificate of Completion for the Project, and commencing at that time the Property shall be subject to the Regulatory Agreement.

9.3 Notices, Demands and Communications Between the Parties.

9.3.1 Any and all notices, demands or communications submitted by any Party to another Party pursuant to or as required by this Agreement shall be proper, if in writing and dispatched by messenger for immediate personal delivery, by a nationally recognized overnight courier service or by registered or certified United States Mail, postage prepaid, return receipt requested, to the principal office of the City or the Developer, as applicable, as designated in Section 9.3.2. Such written notices, demands or communications may be sent in the same manner to such other addresses as either Party may from time to time designate. Any such notice, demand or communication shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is delivered by personal delivery, on the date of delivery by a nationally recognized overnight courier service or three (3) calendar days after it is placed in the United States Mail, as provided in this Section 9.3.

9.3.2 The following are the authorized addresses for the submission of notices, demands or communications to the Parties:

TO DEVELOPER:
83 727.00003\43242936. l
Anabasis, LLC
316 Mid Valley Ctr, Suite 186
Carmel, CA 93923
209.626.9906
-54-
251
COPY TO:

TO CITY:

COPY TO:

Shahab Raphaely
23586 Calabasas Road, Suite 202
Calabasas, CA 91302
(818) 206-0575
City of Los Banos
520 J Street
Los Banos, CA 93635
Attention: City Manager
(T) 209-:-827-7000
City of Los Banos
520 J Street
Los Banos, CA 93635
Attention: Housing Division
(T) 209-827-7000

9.4 Conflict of Interest. No member, official or employee of the City, having any conflict of interest, direct or indirect, related to this Agreement, the Property, or the development or operation of the Project shall participate in any decision relating to this Agreement. The Parties represent and warrant that they do not have knowledge of any such conflict of interest.

9.5 Warranty Against Payment of Consideration for Agreement. The Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the purposes of this Section 9.5, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and the like when such fees are considered necessary by the Developer.

9.6 Non-liability of Citv, Officials and Employees. No member, official or employee of the City shall be personally liable to the Developer, or any successor in interest of the Developer, in the event of any default or breach by the City under this Agreement or for any amount that may become due to the Developer or to its successor, or on any obligations under the terms of this Agreement, except as may arise from the gross negligence or willful acts of such member, official or employee.

9.7 Unavoidable Delay; Extension of Time of Performance.

9.7.1 Subject to specific provisions of this Agreement, performance by any Party under this Agreement shall not be deemed, or considered to be, in default where any such default is due to an Unavoidable Delay that is not attributable to the fault of the Party claiming an -55-
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extension of time to perform. An extension of time for any Unavoidable Delay shall be for the period of the Unavoidable Delay and shall commence to run from the date of occurrence of the Unavoidable Delay, if the Party asserting the existence of the Unavoidable Delay provides the other Parties with written notice of the occurrence of the Unavoidable Delay, within ten (10) days of the commencement of such asserted Unavoidable Delay. Otherwise, the extension of time for an Unavoidable Delay shall commence on the date of receipt of written notice of the occurrence of the Unavoidable Delay by the Parties not requesting an extension of time to perform due to such Unavoidable Delay.

9.7.2 The Parties expressly acknowledge and agree that changes in either general economic conditions or changes in the economic assumptions of either of them that may have provided a basis for entering into this Agreement and that occur at any time after the execution of this Agreement, do not constitute an Unavoidable Delay and do not provide any Party with grounds for asserting the existence of an Unavoidable Delay in the performance of any covenant or undertaking arising under this Agreement. Each Party expressly assumes the risk that changes in general economic conditions or changes in such economic assumptions relating to the terms and covenants of this Agreement could impose an inconvenience or hardship on the continued performance of such Party under this Agreement.

9.8 Inspection of Books and Records. The City shall have the right at all reasonable times, at the City's cost and expense, to inspect the books and records of the Developer pertaining to the Property and/or the Project. The Developer shall also have the right at all reasonable times, at the Developer's sole cost and expense, to inspect the books and records of the City pertaining to the Property and/or the Project, to the extent relevant to the Developer's obligations under this Agreement. Nothing in this Section 9.8 or elsewhere in this Agreement shall, however, constitute a waiver or modification of any right or privilege which any Party may have with respect to any document, statement, or other record, including, without implied limitation, the attorney-client privilege, the attorney-work product privilege, any privilege arising under any state or federal evidentiary code or rule, or any privilege or exclusionary right arising under any state or federal freedom of information or public records disclosure law.

9.9 Real Estate Commissions. The City shall not be liable for any real estate commissions, brokerage fees or finder fees that may arise from or be related to this Agreement.

The Developer shall pay any fees or commissions or other expenses related to its retention or employment of real estate brokers, agents or other professionals.

9.10 Binding on Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns.

9.11 Entire Agreement.

9.11.1 This Agreement shall be executed in three (3) duplicate originals, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement includes ______ pages ( exclusive of signature pages) aJ?.d _ _______ exhibits, that constitute the entire understanding and agreement of the Parties regarding the Property, the Project, and the other subjects addressed in this Agreement. -56-
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253

9.11.2 This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or previous agreements between the Parties with respect to the Property, the Project, and the other subjects addressed in this Agreement.

9.11.3 None of the terms, covenants, agreements or conditions set forth in this Agreement shall be deemed to be merged with any deed conveying title to the Property and this Agreement shall continue in full force and effect before and after such conveyances.

9.11.4 All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representative(s) of all Parties.

9.12 Execution of this Agreement. Following execution of three (3) originals of this Agreement by the authorized representative(s) of the Developer and prompt delivery of such originals, thereafter, to the City, accompanied by an official action of the governing body of the Developer authorizing the individuals executing this Agreement on behalf of the Developer to execute and perform this Agreement, in form and substance acceptable to the City, this Agreement shall be subject to the review and approval by the City Council, in their sole and absolute discretion, no later than forty-five (45) calendar days after such date of delivery to the City. If the City have not approved, executed, and delivered an original of this Agreement to the Developer within the foregoing time period, then no provision of this Agreement shall be of any force or effect for any purpose.

9.13 Survival of Indemnity Obligations. All general and specific indemnity and defense obligations of the Parties set forth in this Agreement shall survive the expiration or termination of this Agreement, the execution or recordation of the Grant Deed, and/or the issuance and recordation of any Certificate of Completion.

9.14 Time Declared to be of the Essence. As to the performance of any obligation hereunder as to which time is a component thereof, the performance of such obligation within the time provided is of the essence.
[Signatures on Following Pages]
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SIGNATURE PAGE
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development)
CITY:

THE CITY OF LOS BANOS
a California municipal corporation
Dated: , 2025 - - ----- By: _______________ _
City Manager
ATTEST:

City Clerk
APPROVED AS TO LEGAL FORM:

By:

City Attorney
-58-
83 727 .00003\43242936.l
255
Dated:

SIGNATURE PAGE
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development)
DEVELOPER:

ANABASIS, LLC, a Delaware limited liability
company
- -------- By: _____________ _
Adam Conour, Anabasis CEO
-59-
83727.00003\43242936.l
256

EXHIBIT A
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development)
Legal Description of the Property
(A portion of APN 083-100-084)
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" fifed 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 corner of said Remainder Parcel; thence North 24° 16' 5511 East, along the westerly line of said Remainder Parcelt a distance of 239.31 feet to the Northwest corner 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 and Development Agreement)
83727.00003\43242936.l
257
258
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259
260

EXHIBIT B
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development)
Scope of Development
This Scope of Development relates to a Disposition, Development and Loan Agreement (Permanent Supportive Housing) (the "DDLA"), entered into between the City of Los Banos, a California municipal corporation ("City"), and Anabasis LLC, a Delaware limited liability company (the "Developer"), regarding a portion of City property conveyed to Developer (the "Property"). The Scope of Work sets forth specific obligations of Developer to construct, develop and operate the Property as a permanent supportive housing targeted for persons experiencing homelessness.

The Developer shall develop and construct at least fifty-eight (58) individual dwelling units (the "Units"), including one (1) manager's unit and fifty-seven (57) units to be operated as permanent supportive housing (the "Affordable Units") for Persons Experiencing Homelessness, as further set forth in the Affordable Housing Agreement and Declaration of Covenants, Conditions, and Restrictions (the "Regulatory Agreement").

The Project is funded by the City with an award of money from the Encampment Resolution Fund, 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")and by an award of money from the Santa Cruz-Monterey-Merced-San BenitoMariposa Managed Medical Care Commission, operating as Central California Alliance for Health (CCAH) Housing Fund. The CCAH 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 CCAH Funds may also include funds from the CCAH Medi-Cal Capacity Grant Program ("MCGP") to fund the CCAH Housing Fund as the CCAH deems appropriate.

Upon completion of construction of the Affordable Units, they shall be targeted for persons living, or have recently lived in the encampment specified in the City's standard agreement with the State of California as part of the ERF Funding requirements with certain units funded by CCAH targeted for Medi Cal eligible individuals and in compliance with the CCAH Letter of Agreement
Attached hereto and incorporated herein by reference is a Site Plan. Developer is solely responsible for obtaining all City approvals for the Project to proceed in accordance with the Site Plan. Except as modified by the City in writing, or as required by the City as part of the approval process, the Project shall be constructed, developed, and operated in accordance with the Site Plan.

Developer shall construct and develop all common area improvements of the Project in accordance with the Site Plan, which include:

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• Two (2) offices for supportive services and related operations, not to exceed a total combined amount of 3,000 square feet, exclusively for resident case management and property management services;
• Covered parking;
• Solar panels and related improvements;
• Private and public roadways;
• Driveways;
• Green spaces,
• Storage structures for each home measuring at least five feet, by five feet; • Trash enclosures;
• Dog wash stations; and,
• Any other structures and elements within the project in compliance with Federal, State, and Local regulations, ordinances, and rules as well as the City's Standard Agreement with the State of California regarding the ERF Funding.

Developer's obligations to construct, develop and operate the Project also include the following activities:
• Acquisition of all materials for the Project and improvements of the Property in accordance with the Site Plan, including but not limited to the modular units; • Entering into and payment of all contracts for labor and materials to complete the Project;
• Maintaining a balanced budget and all projections affecting the budget or timely completion of the Project;
• Compliance with all requirements of the Regulatory Agreement, including but not limited to eligibility standards, affordable rent limits, and providing supportive services; • All property management activities, including lease up, compliance with all legal requirements relating to residential tenancies and fair housing; coordinating with City referral agencies, collection ofrent, enforcement of house rules and tenant lease requirements, accounting, bookkeeping, and reporting as applicable; • All maintenance and upkeep of the property;
• Prepare an Affirmative Marketing and Tenant Selection Plan that implements the occupancy requirements and priorities of the DDLA and the Regulatory Agreement, and sets forth a written plan for leasing the Affordable Units; • Prepare Supportive Services Plan and obtain City's approval of the plan prior to Certificate of Occupancy for the Project. The plan shall provide for robust resident and supportive services appropriate for those who have experienced homelessness, which shall include but is not limited to: coordination with residents, service agencies, and contracted nonprofit service providers to ensure residents are provided access to the services they need to live independently at the Property with dignity and in compliance with tenant lease terms and the Developer/Operator's rules for residency.

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As set forth in the Regulatory Agreement, the primary objective of the Project is to provide permanent supportive housing for People Experiencing Homelessness who are living, or have recently lived in the encampment specified in the City's ERF standard agreement with the State of California. Developer shall comply with this primary objective, provided that the City, in its sole and absolute discretion may authorize Developer to lease the Affordable Units to:
• People Experiencing Homelessness as defined above, who are not dwelling or have not recently dwelled in the specified encampment.
• If Affordable Units are available, and there are no eligible households who qualify as homeless, the City may approve use of the Affordable Units for those "at risk of homelessness" as defined under 24 Code of Federal Regulations (C.F.R.) § 576.2 relating to the Emergency Solutions Grants Program and 24 C.F.R. § 578.3.

Another primary object of the Project is to provide supportive services to the residents. The Supportive Services Plan shall include, but not be limited to, case management, links to vital services, health care, employment, and other benefits. The Project shall provide housing and services in an environment informed by People Experiencing Homelessness using PersonCentered, Trauma-Informed, Harm Reduction, and Housing First Practices, consistent with California Welfare & Institutions Code§ 8255. Residents shall not be required to use emergency shelter or any other services prior to residing in an Affordable Unit. The Project will fully operate as a Housing First program. There shall be no "Quid Pro Quo" policies which mandate any conditions in order to be housed and served with the full range of services offered in the project. There is no requirement to enter emergency, interim, or any other kind of shelter or housing in order to be eligible for the Affordable Units. Residents will not be required to participate in treatment or engage in services. Credit, financial history, rental history, and most criminal history will not affect application approval. Engagement will be promoted and nurtured but not "forced" upon residents. Drug and/or substance use will not be grounds for eviction or punishment. Motivational interviewing and client-centered counseling will be used in the Project. Non-judgmental and non-stigmatizing language will be used with all people involved in the Project.

The Developer will participate and comply with all Merced City and County Continuum of Care (CoC) written standards including those related to the Coordinated Entry System (CES) and the Homeless Management Information System (HMIS) serving the Merced City and County CoC.

Project will be pet friendly. Both service animals and pets are welcome. The Project will be built with dog wash stations. Each unit will be secured so pets can be safely housed with the client.

Pet policies will be developed for the health and safety of all clients and animals. Dog relief area with supplies will be available.

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264

1. 2.

3. 4.

5. 6.

7. 8.

9. EXHIBITC
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development) Schedule of Performance Action Date Action to be
Completed By
Effective Date See Section 1.3
Developer to open Escrow and, concurrently, deposit Earnest Within 5 days Money Deposit into Escrow following the
Effective Date
Due Diligence Period commences The date of the
Escrow Opening
Date
City to deliver Preliminary Report to Developer Within 3 days following City's
receipt of the
Preliminary Report
from Title
Company
Developer to deliver Developer's Title Notice to Agency Within 30 days following
Developer's receipt
of the Preliminary
Report
City to deliver City's Title Notice Response to Developer, if Within 20 days appropriate following City's
Receipt of
Developer's Title
Notice
Developer to deliver Developer's Title Notice Waiver, if Within 10 days appropriate following
Developer's receipt
of City's Title
Notice Response
Developer to deliver its Due Diligence Investigation Conclusion On or before the Notice end of the Due
Dilif!,ence Period
Due Diligence Period ends On the 90th day
following the
Escrow Opening
Date

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Action Date Action to be
Completed By

15. Escrow Closing Date The earlier of: (i)
the 1 oth business
day from Escrow
Holder's receipt of
written
confirmation from
City and Developer
that conditions
precedent have
been satisfied, (ii)
or May 30, 2025

18. Developer to commence construction of the Project; Developer No later than 60 to transmit Project Commencement Notice to City days after the close of escrow

19. Submit Affirmative Marketing and Resident Selection Plan and Within 180 days of Supportive Services Plan to City Close of Escrow

20. Obtain City approval of Affirmative Marketing and Resident 30 days prior to Selection Plan and Supportive Services Plan any request for a certificate of
occupancy

21. Developer to complete construction and installation of the No later than One Project (issuance of certificate of occupancy for the entire (1) Year from the Project by the City) Close of Escrow

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

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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

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

THE CITY OF LOS BANOS

GRANT DEED

PART ONE
Exempt from Recording fee
pursuant to Gov't Code § 27383
FOR A VALUABLE CONSIDERATION receipt of which is hereby acknowledged, THE CITY OF LOS BANOS, a California municipal corporation ("Grantor"), hereby grants to
Anabasis, a Delaware limited liability company ("Grantee"), that certain real property located in the City of Los Banos, County of Merced, State of California, specifically described in Exhibit "1" attached to this Grant Deed ("Property") and made a part of this Grant Deed by this reference.

PART TWO
The conveyance of the Property by the Grantor to the Grantee in Part One is subject to the following community development terms, conditions, covenants and restrictions:

Section 1. Conveyance Subject to Terms of a Disposition and Development Agreement. The Property is conveyed subject to that certain Disposition and Development :Agreement <~--- - ~ ), dated as of _ __ , 2025, between the Grantor and the Grantee (the "Agreement"). The provisions of the Agreement are incorporated into this Deed by this reference and are deemed to be a part of this Deed, as though fully set forth in this Deed.

Section 2. Condition of Property. The Grantee acknowledges and agrees that the Property is conveyed by the Grantor to the Grantee in its "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS CONDITION," as of the date ofrecordation of this Deed, with no warranties, expressed or implied, as to the environmental or other physical condition of the Property, the presence or absence of any patent or latent environmental or other physical condition on or in the Property, or any other matters affecting the Property.

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Section 3. Obligation to Refrain from Discrimination. The Grantee for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:
3 .1 There shall be no discrimination against or segregation of any person, or group of persons, on account of actual or perceived 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, of any person, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessees or vendees of the Property.

The covenant of this Section 3 shall run with the land of the Property and shall be enforceable against the Grantee and its successors and assigns in perpetuity and be a covenant in the Grant Deed and the Notice of Agreement.
3 .2 The covenant of this Section 3 shall run with the land of the Property in perpetuity, shall be enforceable against the Grantee and its successors and assigns, and shall be covenants set forth in the Grant Deed.

Section 4. Form of Non-Discrimination and Non-Segregation Clauses. The Grantee for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

4.1 The Grantee, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Property ( or any portion thereof) on account of actual or perceived 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. All deeds, leases or contracts pertaining to the Property shall contain or be subject to substantially the following non-discrimination or non-segregation covenants:
(a) In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of actual or perceived 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 premises herein conveyed, nor shall the grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land."
(b) In leases: "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination

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against or segregation of any person or group of persons, on account of actual or perceived 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 leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased, nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants lessees, sub-lessee, sub-tenants, or vendees in the premises herein leased."
(c) In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of actual or perceived 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 premises herein conveyed or leased, nor shall the transferee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sub-lessees, sub-tenants, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument.

4.2 The covenants of this Section 5 shall run with the land of the Property in perpetuity.

Section 5. Covenant to Maintain Property on Tax Rolls. The Grantee for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

5.1 The entire Property shall remain on the County secured real property tax rolls. Developer shall be responsible for any and all property taxes, charges, or other fees assessed against the Property during Developer's ownership of the Property; provided however, that Developer may apply for a reduction or waiver of property taxes based on a welfare tax exemption.

5.2 The Grantee shall pay all property tax bills with respect to the Property and all improvements thereon on or before the last day for the timely payment of each property tax installment on each December 10 and April 10 during such time period and to timely pay all supplemental tax bills regarding the Property issued by the County. The Grantee further covenants and agrees to provide to the Grantor, upon request from Grantor, commencing in the calendar year following the calendar year in which a Certificate of Completion for the Project is recorded and in each calendar year, thereafter, for the full term of this covenant: (i) a true and correct copy of all property tax assessment notices, property tax bills and property tax assessment correspondence by and between the Grantee and the County regarding the Property and all improvements thereon, with respect to the preceding fiscal year of the County, and (ii) cancelled checks issued by the Grantee in payment of all property tax payments that are made to the County regarding the Property and all improvements thereon, with respect to the preceding County fiscal year.

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5.3 The covenants of this Section 5 shall run with the land of the Property, shall be enforceable against the Grantee and its successors and assigns.

Section 7. Maintenance Condition of the Property. The Grantee for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

7.1 The areas of the Property that are subject to public view (including all existing and future improvements, paving, walkways, landscaping, exterior signage and ornamentation) shall be maintained in good repair and a neat, clean and orderly condition, ordinary wear and tear excepted. If there is an occurrence of an adverse condition on any area of the Property that is subject to public view in contravention of the general maintenance standard described above (a "Maintenance Deficiency"), then the Grantor shall notify the Grantee in writing of the Maintenance Deficiency. If the Grantee fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty (30) days of its receipt of notice of the Maintenance Deficiency, the Grantor shall have the right to enter the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the Grantor to accomplish the abatement of the Maintenance Deficiency.

Any sum expended by the Grantor for the abatement of a Maintenance Deficiency on the Property pursuant to this Section 7 .1 shall become a lien on the Property, as applicable. If the amount of the lien is not paid within thirty (30) days after written demand for payment from the Grantor to the Grantee, the Grantor shall have the right to enforce the lien in the manner provided in Section

7.1. 7.2 Graffiti, as this term is defined in Government Code Section 38772, that has been applied to any exterior surface of a structure or improvement on the Property that is visible from any public right-of-way adjacent or contiguous to the Property, shall be removed by the Grantee by either painting over the evidence of such vandalism with a paint that has been colormatched to the surface on which the paint is applied, or graffiti may be removed with solvents, detergents or water, as appropriate. If any such graffiti and is not removed within ninety-six (96) hours following the time of the discovery of the graffiti, the Grantor shall have the right to enter the Property and remove the graffiti, without notice to the Grantee. Any sum expended by the Grantor for the removal of graffiti from the Property pursuant to this Section 7.2, shall be a lien on the Property. If the amount of the lien is not paid within thirty (30) days after written demand to the Grantee from the Grantor, the Grantor shall have the right to enforce its lien in the manner provided in Section 7 .2.

7.3 The Parties further mutually understand and agree that the rights conferred upon the Grantor under this Section 7 .3 expressly include a grant by the Grantee of a security interest in the Property with the power to establish and enforce a lien or other encumbrance against the Property or any portion thereof, in the manner provided under Civil Code Sections 2924, 2924b and 2924c, to secure the obligations of the Grantee and it successors under Section 7 .1 or Section 7 .2, including the reasonable attorneys' fees and costs of the Grantor associated with the abatement of a Maintenance Deficiency or removal of graffiti. For the purposes of the preceding sentence the words "reasonable attorneys' fees and costs of the Grantor" mean and include the salaries, benefits and costs of the City Attorney and the lawyers employed in the Office of the City Attorney.

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7.4 The provisions of this Section 7.4, shall be a covenant running with the land of the Property, shall be enforceable against the Grantee and its successors and assigns in perpetuity. Nothing in the foregoing provisions of this Section 7 shall be deemed to preclude the Grantee from making any alteration, addition, or other change to any structure or improvement or landscaping on the Property, provided that any such changes comply with applicable zoning and building regulations of the City.

Section 8 Granter Power of Termination Regarding the Property.

8.1 The Granter hereby reserves a power of termination pursuant to Civil Code Sections 885.010, et seq., exercisable by the Granter, in its sole and absolute discretion, upon thirty (30) calendar days written notice to the Grantee referencing this Section 8.1, to terminate the fee interest of the Grantee in the Property and/or any improvements to the Property and revest such fee title in the Granter and take possession of all or any portion of such real property and improvements, without compensation to the Grantee, upon the occurrence of an Event of Default by the Grantee following the Close of Escrow and prior to the issuance of the Certificate of Completion for Property, provided, however, a breach of the Affordable Housing Regulatory Agreement with Declaration of Covenants, Conditions, and Restrictions ("Regulatory Agreement"), which was executed and recorded concurrently with this Deed, the power of termination shall continue for a period expiring on the fifteenth (15th) anniversary of the date of the Close of Escrow.

8.2 The thirty (30) calendar day written notice specified Section 8.1 shall specify the Event of Default by the Grantee triggering the Grantor's exercise of its power of termination. The Granter shall proceed with its remedy set forth in Section 8.1 only if the Grantee continues in default for a period of sixty (60) calendar days following such notice or, upon commencing to cure such default, fails to diligently and continuously prosecute said cure to satisfactory conclusion.

8.3 The rights of the Granter under this Section 8 shall be subject and subordinate to, shall be limited by and shall not defeat, render invalid or limit:
(1) Each Lien recorded against the Property and specifically authorized by this Agreement as a Permitted Transfer;
(2) Any leases, declarations of covenants, conditions and restrictions, easement agreements or other recorded documents or interests applicable to the Property and specifically authorized by this Agreement as a Permitted Transfer.

8.4 Upon the Grantor's exercise of its power of termination pursuant to this Section 8, the Grantee or its successors or assigns shall convey by grant deed to the Granter title to the Property, as specified in the Grantor's notice pursuant to Section 8.1, and all improvements thereon, in accordance with Civil Code Section 1109, as such code section may hereafter be amended, renumbered, replaced or substituted. Such conveyance shall be duly acknowledged by the Grantee and a notary in a manner suitable for recordation. The Granter may enforce its rights

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pursuant to this Section 8.4 by means of an injunctive relief or forfeiture of title action filed in any court of competent jurisdiction.

8.5 Upon the revesting in the Grantor of the Property, whether by grant deed or court decree, the Grantor shall exercise its reasonable good faith efforts to resell the Property at its then fair market value, as soon and in such manner as the Grantor shall, in its sole discretion, find feasible and consistent with the objectives of the City's General Plan, to a qualified and responsible person or persons (as reasonably determined by the Grantor) who will assume the Grantee's obligations to begin and/or complete and/or operate the Project located on the Property, or such other replacement development acceptable to the Grantor, in its sole and absolute discretion; provided, however, Grantor shall not be required to sell the Property if the right of termination is exercised for a breach of the Regulatory Agreement following issuance of a certificate of occupancy for the Project. Upon any such resale of the Defaulted Portion of the Property (or any portion thereof), the proceeds to the Grantor from such sale shall be applied as follows:
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(1) First, to pay any and all amounts required to release/reconvey any Lien recorded against all or any portion of the Property; and (2) Second, to reimburse the Grantor on its own behalf or on behalf of the City for all actual internal and third-party costs and expenses previously or currently incurred by the Grantor, or the City related to the Property, the Project, or this Agreement, including, but not limited to, customary and reasonable fees or salaries to third-party personnel engaged in such actions, in connection with the recapture, management and resale of the Property or any part thereof; all taxes, assessments and utility charges paid by the City and/or the Grantor or authority with respect to the Property or portion thereof; any payment made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations incurred by the Grantee with respect to the acquisition of the Property or the construction of the Project and amounts otherwise owing to the Grantor or authority by the Grantee or its successors or assigns pursuant to the terms of this Agreement, including the ERF Standard Agreement; and
(3) Third, to the extent that any proceeds from such resale are, thereafter, available, taking into account any prior encumbrances with a claim thereto, to reimburse the Grantee, or its successors in interest to the equal to the sum of: (1) Purchase Price; and (2) the third-party costs actually incurred and paid by the Grantee regarding the development of the Project, including, but not limited to, pro rata costs of carry, taxes, and other items as set forth in a cost certification to be made by the Grantee to the Grantor prior to any such reimbursement, which certification shall be subject to the Grantor's reasonable approval; provided, however, that the Grantee shall not be entitled to reimbursement for any expenses to the extent that such expenses

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relate to any loans, Liens or other encumbrances that are paid by the Grantor pursuant to the provisions of sub-sections (1) or (2) above. ( 4) Any portion of the proceeds from the resale of the Property remaining after the foregoing applications shall be retained by the Grantor as its sole and exclusive property.

8.6 IMMEDIATELY FOLLOWING THE THIRTY (30) DAY PERIOD
SPECIFIED IN SECTION 8.1, ABOVE, THE GRANTOR, ITS EMPLOYEES AND AGENTS

SHALL HAVE THE RIGHT TO REENTER AND TAKE POSSESSION OF THE PROPERTY

AND ANY IMPROVEMENTS THEREON, WITHOUT FURTHER NOTICE OR COMPENSATION TO THE GRANTEE. BY INITIALING BELOW, THE GRANTEE

HEREBY EXPRESSLY WAIVES, TO THE MAXIMUM EXTENT ALLOWED BYLAW, ANY

AND ALL RIGHTS THAT THE GRANTEE MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 791 AND CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1162,

AS THOSE STATUTES MAY BE AMENDED, REPLACED, RENUMBERED OR

SUBSTITUTED, OR UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

GRANTEE'S INITIALS -----

8.7 THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE

GRANTOR'S EXERCISE OF ITS POWER OF TERMINATION AND RIGHT OF REENTRY PURSUANT TO THIS SECTION 8. 7 MAY WORK A FORFEITURE OF THE ESTATE IN THE PROPERTY CONVEYED TO THE GRANTEE THROUGH THE GRANT DEED. THE

GRANTEE HEREBY EXPRESSLY WAIVES, TO THE MAXIMUM EXTENT ALLOWED BY

LAW, ANY AND ALL EQUITABLE AND LEGAL DEFENSES THAT THE GRANTEE MAY

HA VE TO SUCH FORFEITURE, INCLUDING, BUT NOT LIMITED TO, THE DEFENSES

OF LACHES, WAIVER, ESTOPPEL, SUBSTANTIAL PERFORMANCE OR COMPENSABLE DAMAGES. THE GRANTEE FURTHER EXPRESSLY WAIVES, TO THE

MAXIMUM EXTENT ALLOWED BY LAW, ANY AND ALL RIGHTS AND DEFENSES THAT THE GRANTEE MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 3275 OR ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT. THE

GRANTEE ACKNOWLEDGES THAT THE TERMS AND CONDITIONS OF THE

AGREEMENT REFLECT THE POSSIBILITY OF FORFEITURE BY VIRTUE OF THE

EXERCISE OF THE GRANTOR'S POWER OF TERMINATION PROVIDED IN THIS SECTION 8.7 AND FURTHER ACKNOWLEDGE THAT IT HAS RECEIVED

INDEPENDENT AND ADEQUATE CONSIDERATION FOR ITS W AIYER AND RELINQUISHMENT OF RIGHTS AND REMEDIES PURSUANT TO SECTION 8.6 AND THIS SECTION 8.7.

GRANTEE'S INITIALS -----

PART THREE
Section 9. Developer Covenant to Undertake Project. The Developer covenants, for itself, its successors and assigns, to and for the exclusive benefit of the City, that the Developer

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shall commence and complete the development of the Project on the Property within the time period for such actions set forth in the Schedule of Performance. The Developer covenants and agrees for itself, its successors, and assigns, that the Property shall be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Scope of Development, the Schedule of Performance, any and all plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and among the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the Property or the Project. The covenants of this Section 9 shall run with the land of the Property until the earlier of the date of recordation of the Certificate of Completion or the fifteenth (15th) anniversary of the date of the Close of Escrow.

Section 10. Developer's Agreement to Affordable Housing Regulatory Agreement. The Developer covenants, for itself, its successors and assigns, to and for the exclusive benefit of the City, that the Developer shall comply with the Regulatory Agreement recorded against the Property to provide permanent supportive housing in accordance with the requirements further set forth in the Regulatory Agreement.

Section 11. Covenants Run with the Land of the Property. Each of the covenants and agreements contained in this Grant Deed touch and concern the Property and each of them is expressly declared to be a community development covenant that runs with the land for the benefit of the Grantor or the City of Los Banos, as the successor public agency to the Grantor, and such covenants run with the land in favor of the Grantor for the entire period that such covenants are in full force and effect, regardless of whether the Grantor is or remains an owner of any land or interest in land to which such covenants relate. The Grantor, in the event of any breach of any such covenants, has the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings, to enforce the curing of such breach, as provided in the Agreement or by law. The covenants contained in this Grant Deed are for the benefit of and are enforceable only by the Grantor or the City of Los Banos, as the successor public agency to the Grantor, and shall survive the execution and recordation of this Grant Deed and the issuance and recordation of each and every Certificate of Completion, for the time period set forth above for each covenant.

Section 11. Costs and Attorneys' Fees for Enforcement Proceeding. If legal proceedings are initiated to enforce the rights, duties or obligations of any of the covenants set forth in this Grant Deed, then the prevailing party in such proceeding shall be entitled to collect its reasonable attorney fees and costs from the other party in addition to any other damages or relief obtained in such proceedings.

Section 12. Effect of Unlawful Provision; Severability. In the event that any provision of this Grant Deed is held to be invalid or unlawful by a final judgment of a court of competent jurisdiction, such invalidity shall not affect the validity of any other provision of this Grant Deed.

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IN WITNESS WHEREOF, the Grantor has caused this Grant Deed to be executed by its authorized representative(s) on this __ day of _ _ ___ ~ 2025.

GRANTOR:

THE CITY OF LOS BANOS
a California municipal corporation
By:

City Manager
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]

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GRANT DEED
Property Legal Description
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CERTIFICATE OF ACCEPTANCE OF

GRANT DEED
The undersigned hereby acknowledges acceptance by _____ _, a Delaware limited liability company, the Grantee in the within Grant Deed, of the delivery of the subject Property described in the within Grant Deed from the City of Los Banos.

Dated: ---------
GRANTEE:
_____ _, a Delaware limited liability
company
By:. _______________ _ _
Adam Conour, Anabasis, CEO
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]
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DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development)
Form of Notice of Agreement
[Attached Behind This Page]

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279

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

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

NOTICE OF AGREEMENT
Disposition, Development and Loan Agreement
(Permanent Supportive Housing Development)
Exempt from Recording fee
pursuant to Gov't Code § 27383
TO ALL INTERESTED PERSONS PLEASE TAKE NOTICE that ____ _, a Delaware limited liability company (the "Developer") and the City of Los Banos, a California municipal corporation (the "City") entered into an agreement entitled Disposition, Development and Loan Agreement, dated as of ___ ,. 2025 (the "Agreement"). A copy of the Agreement is on file with the City and is available for inspection and copying by interested persons as a public record of the City at the City's offices located at 520 J Street, Los Banos, California 92262, during the City's regular business hours.

The Agreement affects the real property described in Exhibit 1 attached to this Notice of Agreement (the "Property"). The meaning of defined terms, indicated by initial capitalization, used in this Notice of Agreement shall be the same as the meaning ascribed to such terms in the Agreement.

PLEASE TAKE FURTHER NOTICE that the Agreement contains certain development covenants running with the land of the Property and other agreements between the Developer and the City affecting the Property, as set forth below (all section references are to the Agreement):

Section 5.1 of the Agreement provides:

5.1 Developer Covenant to Undertake Project. The Developer covenants, for itself, its successors and assigns, to and for the exclusive benefit of the City, that the Developer shall commence and complete the development of the Project on the Property within the time period for such actions set forth in the Schedule of Performance. The Developer covenants and agrees for itself, its successors, and assigns, that the Property shall be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Scope of Development, the Schedule of Performance, any and all plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and among the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the Property or the Project. The covenants of this Section 5 .1 shall run with the land of the Property until the earlier of the date of

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recordation of the Certificate of Completion or the fifteenth (15th) anniversary of the date of the Close of Escrow.

Section 6.1 of the Agreement provides:

6.1 Covenant to Maintain Property on Tax Rolls. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

6.1.1 The entire Property shall remain on the County secured real property tax rolls in accordance with state law applicable to the Project; provided however, that Developer may apply for a reduction or waiver of property taxes based on a welfare tax exemption.

6.1.2 The Developer shall pay all property tax bills with respect to the Property and all improvements thereon on or before the last day for the timely payment of each property tax installment on each December 10 and April 10 during such time period and to timely pay all supplemental tax bills regarding the Property issued by the County. The Developer further covenants and agrees to provide to the City, within thirty (30) days of any request by the City, commencing in the calendar year following the calendar year in which a Certificate of Completion is recorded and in each calendar year, thereafter, for the full term of this covenant: (i) a true and correct copy of all property tax assessment notices, property tax bills and property tax assessment correspondence by and between the Developer and the County regarding the Property and all improvements thereon, with respect to the preceding fiscal year of the County, and (ii) cancelled checks issued by the Developer in payment of all property tax payments that are made to the County regarding the Property and all improvements thereon (or other reasonably acceptable evidence of such payment), with respect to the preceding County fiscal year.

6.1.3 The covenants of this Section 6.1.3 shall run with the land of the Property, shall be enforceable against the Developer and its successors and assigns, and shall be covenants set forth in the Grant Deed.

Section 6.2 of the Agreement provides:

6.2 Compliance with the Regulatory Agreement. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

6.2.1 The Property shall be used and operated as permanent supportive housing in accordance with the Affordable 'Housing Regulatory Agreement and Declaration of Covenants, Conditions and Restrictions, dated on or about the same date hereof and recorded against the Property (the "Regulatory Agreement").

6.2.3 Within thirty (30) days of approval of the entitlements for the Project, or thirty (30) days prior to Close of Escrow, whichever is earlier, Developer shall submit all exhibits to the

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Regulatory Agreement, or any other agreement or instrument utilized for transferring units to eligible residents, to the City for review and approval. The City shall have fifteen (15) days to provide approval or disapproval, which approval shall not be unreasonably withheld6.3 .2

6.2.4.1 The Affirmative Marketing and Tenant Selection Plan shall implement the occupancy requirements and priorities of this Agreement, and sets forth a detailed written plan for leasing the Affordable Units to Eligible Households.

6.2.4.2 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.

6.2.4.3 Owner agrees and acknowledges that the City may withhold a certificate of occupancy for the Project until Owner submits the Supportive Services Plan and Affirmative Marketing and Tenant Selection Plan, and receives City approval of the same. The Supportive Services Plan shall be reviewed annually and subject to revision biannually or as reasonably necessary to fulfill the obligations of the Regulatory Agreement Each dwelling unit shall be leased to eligible residents in accordance with the Regulatory Agreement, which imposes income limits and restrictions the rent charged to eligible households.

5.3.3 The covenants ofthis Section 5.3 shall run with the Property, shall be enforceable against the Developer and its successors and assigns, and shall be covenants set forth in the Regulatory Agreement.

Section 6. 3 of the Agreement provides:

6.3 Maintenance Condition of the Property. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

6.3.1 The areas of the Property that are subject to public view (including all existing and future improvements, paving, walkways, landscaping, exterior signage and ornamentation) shall be maintained in good repair and a neat, clean and orderly condition, ordinary wear and tear excepted. If there is an occurrence of an adverse condition on any area of the Property that is subject to public view in contravention of the general maintenance standard described above (a "Maintenance Deficiency"), then the City shall notify the Developer in writing of the Maintenance Deficiency. If the Developer fails to cure or commence and diligently pursue to cure the

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Maintenance Deficiency within thirty (30) days of its receipt of notice of the Maintenance Deficiency, the City shall have the right to enter the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the City to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency on the Property pursuant to this Section 6.3 .1 shall become a lien on the Property, as applicable. If the amount of the lien is not paid within thirty (30) days after written demand for payment from the City to the Developer, the City shall have the right to enforce the lien in the manner provided in Section 6.3.3.

6.3.2 Graffiti, as this term is defined in Government Code Section 38772, that has been applied to any exterior surface of a structure or improvement on the Property that is visible from any public right-of-way adjacent or contiguous to the Property, shall be removed by the Developer by either painting over the evidence of such vandalism with a paint that has been color-matched to the surface on which the paint is applied, or graffiti may be removed with solvents, detergents or water, as appropriate. If any such graffiti is not removed within ninety-six (96) hours following the time of the discovery of the graffiti, the City shall have the right to enter the Property and remove the graffiti, without notice to the Developer. Any sum reasonably expended by the City for the removal of graffiti from the Property pursuant to this Section 5.4.2, shall be a lien on the Property. If the amount of the lien is not paid within thirty (30) days after written demand to the Developer from the City, the City shall have the right to enforce its lien in the manner provided in Section 6.3.3.

5.4.3 The Parties further mutually understand and agree that the rights conferred upon the City under this Section 6.3 expressly include a grant by the Developer of a security interest in the Property with the power to establish and enforce a lien or other encumbrance against the Property or any portion thereof, in the manner provided under Civil Code Sections 2924, 2924b and 2924c, to secure the obligations of the Developer and it successors under Section 6.3 .1 or Section 6.3.2, including the reasonable attorneys' fees and costs of the City associated with the abatement of a Maintenance Deficiency or removal of graffiti. For the purposes of the preceding sentence the words "reasonable attorneys' fees and costs of the City" mean and include the salaries, benefits and costs of the City Attorney and the lawyers employed in the Office of the City Attorney.

6.3.4 The provisions of this Section 6.3, shall be a covenant running with the land of the Property, shall be enforceable against the Developer and its successors and assigns, and shall be covenants set forth in the Grant Deed. Nothing in the foregoing provisions of this Section 6.3 shall be deemed to preclude the Developer from making any alteration, addition, or other change to any structure or improvement or landscaping on the Property, provided that any such changes comply with applicable zoning and building regulations of the City.

Section 6.4 of the Agreement provides:

6.4 Obligation to Refrain from Discrimination. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

6.4.1 Fair Housing Covenant. There shall be no discrimination against or segregation of any person, or group of persons on account of actual or perceived race, color, religion, sex, gender,

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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. Developer, for itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessees or vendees of the Property. The covenant of this Section 6 shall run with the land of the Property and shall be enforceable against the Developer and its successors and assigns in perpetuity and be a covenant in the Grant Deed and the Notice of Agreement.

Section 6.5 of the Agreement provides:

All deeds, leases or contracts pertaining to the Property shall contain or be subject to substantially the following non-discrimination or non-segregation covenants:

6.5.1.1 In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of 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, of any person, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land."

6.5.1.2 In leases: "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and

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accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of 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, of any person, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants lessees, sub-lessee, sub-tenants, or vendees in the premises herein leased."

6.5.1.3 In contracts: "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, of any person, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sub-lessees, sub-tenants, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument.

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This NOTICE OF AGREEMENT is dated as of - -----~ 2025, and has been executed on behalf of the Developer and the City by and through the signatures of their authorized representative(s) set forth below. This Notice of Agreement may be executed in counterparts and when fully executed each counterpart shall be deemed to be one original instrument.

CITY:

THE CITY OF LOS BANOS
a California municipal corporation
Dated: , 2025 ------- By:

City Manager
ATTEST:

City Clerk
APPROVED AS TO LEGAL FORM:

By:

City Attorney

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Dated: ---------
DEVELOPER:
-----~ a Delaware limited liability
company
By:

Adam Conour, Anabasis, CEO
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]

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NOTICE OF AGREEMENT
Legal Description of Property
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DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development) Form of Official Action of Developer

CERTIFICATION OF LLC AUTHORITY
The undersigned members of ___ __ ~ a Delaware limited liability company (the "LLC"), do certify that we are all of the members of the LLC and that there are no other members.

We further certify that any one (1) of the following named persons, individually:
[INSERT NAMES]
be, and they are, authorized and empowered for and on behalf of and in the name of the LLC to execute and deliver that certain Disposition and Development Agreement ( ), dated ___ , 2025, between the City of Los Banos, a California municipal corporation, ("City") and the LLC (the "Agreement"), to purchase certain real property located in the City of Los Banos, California, as specifically described in the Agreement, and all other documents to be executed by the LLC in connection with the transactions contemplated in the Agreement, and to take all actions that may be considered necessary to conclude the transactions contemplated in the Agreement and perform the other obligations of the LLC pursuant to the Agreement.

The authority conferred shall be considered retroactive, and any and all acts authorized in this document that were performed before the execution of this Certificate are approved and ratified. The authority conferred shall continue in full force and effect until the City of Los Banos, a California municipal corporation shall have received notice in writing from the LLC of the revocation of this Certificate.

We further certify that the activities covered by the foregoing certifications constitute duly authorized activities of the LLC; that these certifications are now in full force and effect; and that there is no provision in any document under which the LLC is organized and/or that governs the LLC's continued existence, limiting the power of the undersigned to make the certifications set forth in this certificate, and that such certifications are in conformity with the provisions of all such documents.

LLC Members:

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DISPOSITION AND DEVELOPMENT AGREEMENT
(Permanent Supportive Housing Development)
Form of Certificate of Completion
[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
Attention: City Manager
Exempt from Recording fee
pursuant to Gov't Code § 27383

CITY OF LOS BANOS

CERTIFICATE OF COMPLETION
<~--~)
I, ____ City Manager of the City of Los Banos (the "City") certify that:

Section 1. The Project described as "One Tree Village" required to be constructed in accordance with that certain Disposition, Development and Loan Agreement ( ), dated __ _,, 2025 ("DDA"), between the City and Anabasis, a Delaware limited liability company (the "Developer"), on that certain real property specifically described in the legal description(s) attached to this Certificate of Completion as Exhibit 1 (the "Property"), is complete in accordance with the provisions of the Agreement.

This Certificate of Completion constitutes conclusive evidence of the City's determination of the Developer's satisfaction of its obligation under the Agreement to construct and install the Project on the Property, including any and all buildings, parking areas, landscaping areas and related improvements necessary to support or meet any requirements applicable to the Project and its use and occupancy on the Project, whether or not such improvements are located on or off the Property or on other property subject to the Agreement. Notwithstanding any provision of this Certificate of Completion, the City may enforce any covenant surviving this Certificate of Completion in accordance with the terms and conditions of the Agreement and the Deed by which the Property was conveyed to the Developer by the City under the Agreement. The Agreement is an official record of the City and a copy of the Agreement may be inspected at the City's office located at 520 J Street, Los Banos, California 93365, during the City's regular business hours.

Los Banos City CouncilFebruary 19, 2025

Los Banos City Council
February 19, 2025