Newport Beach City Council
September 22, 2026

Attachment A
Amendment No. One to Affordable Housing Loan Agreement
22 11 \08\38829 59.2
AMENDMENT NO. ONE TO

AFFORDABLE HOUSING

LOAN AGREEMENT
by and between

CITY OF NEWPORT BEACH,
a California municipal corporation and charter city
and

AMERICAN FAMILY HOUSING,
a California nonprofit, public benefit corporation
1400 BRISTOL PROJECT
1400 Bristol Street
Costa Mesa, California

RECITALS
ARTICLE 1
ARTICLE 2
ARTICLE 3

ATTACHMENTS
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TABLE OF CONTENTS
DEFINITIONS .......... ........ .............................. .. .... ................ 3 FINANCING ....................................... .. .... ...... .... .. .... .......... 13 GENERAL ..... ............... .. ...... ........ ....... ...... .. .. .... ...... .. ........ 30 AMENDMENT NO.ONE TO

AFFORDABLE HOUSING LOAN AGREEMENT
This AMENDMENT NO. ONE TO AFFORDABLE HOUSING LOAN AGREEMENT ("Amendment No. One") is made and entered into on __________ , 2026, by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City") , and AMERICAN FAMILY HOUSING, a California nonprofit , public benefit corporation ("Developer").

RECITALS
A. The County of Orange ("County") acquired and currently leases to Developer the real property and improvements located at 1400 Bristol Street, Costa Mesa, California, and legally described and depicted in Attachment No. One to the Agreement (defined herein), and which is identified as Assessor's Parcel Number 439-312-12 ("Property").

B. On February 27, 2025, the City and Developer entered into the Affordable Housing Loan Agreement ("Agreement") , and associated documents including that Ground Leasehold Deed of Trust with Assignment of Rents dated February 27, 2025 recorded as Document o. 2025000068070 with the Orange County Recorder 's Office ("City Deed of Trust"); Regulatory Agreement and Declaration of Covenants and Restrictions recorded as Document No. 2025000068064 with the Orange County Recorder's Office ("Regulatory Agreement"); Subordination Agree~ent recorded as Document No. 2025000068077 with the Orange County Recorder's Office ("Subordination Agreement") ; and Promissory Note dated February 27, 2025 ("City Loan Note") to assist Developer to secure Three Million Dollars ($3,000,000.00) to develop the Project.

C. On May 17, 2026, Developer requested additional financial assistance from the City to address major unforeseen conditions that emerged after construction on the Project began. The City desires to assist Developer by providing additional financial assistance in the form of a loan of in an amount not to exceed Two Hundred Sixty-Two Thousand Five Hundred Dollars ($262,500.00) from the City's affordable housing fund ("Additional City Loan"). The Original City Loan and the Additional City Loan shall be collectively known as the "City Loan." The Additional City Loan is being utilized by Developer to finance eligible construction costs associated with completing the Project and initiating operations.

D. Developer also requested and is receiving additional loan funding from the County of Orange in the amount of Four Million One Hundred Thousand Dollars ($4,100,000.00) and from the City of Costa Mesa in the amount of Three Hundred Fifty Thousand Dollars ($350,000.00) to address the same unforeseen conditions and to see the Project to completion and initiate operations .

E. With the Additional City Loan, the Project will be subject to the Agreement , this Amendment o. One, the Regulatory Agreement, Affordability Covenants and Restrictions , and other associated documents and requirements as set forth in the Agreement , as amended. 2 22 11 \08\3882959.2
F. As further described herein , the Project provides affordable housing for occupancy by qualified and eligible Extremely Low Income Households , and covenants and restricts occupancy and tenancy of the Affordable Units to qualified Extremely Low Income Households at an Affordable Rent for the 55-year Affordability Period as further described herein.

G. The Additional City Loan will be funded and sourced only from the affordable housing fund.

H. The development of the Project is in the best interest of the City and the health, safety, and welfare of the residents of the City, and in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirement s.

NOW, THEREFORE, for and in consideration of the mutual promises , covenants, and conditions herein contained, the parties hereto agree as follows:

ARTICLE 1. DEFINITIONS

1. Section 1.18 is hereby amended in its entirety and replaced with the following:
"1.18 "City Title Policy" shall have the meaning set forth in Section 2.6.9 and shall be a lender's policy of title insurance insuring the full amount of the City Loan and the Additional City Loan."

2. Section 1.33 is hereby amended in its entirety and replaced with the following:
" l .33 ''Notice of Commencement of Affordability Restriction" shall mean the document attached to this Agreement as Attachment No. 15."

3. Section 1.51 is amended in its entirety and replaced with the following:
"l.51 "Release of Construction Covenants" shall mean the document attached to this Agreement as Attachment No. 21."

4. Section 1.52 is amended in its entirety and replaced with the following:
" l .52 "Residual Receipts" shall mean Annual Project Revenue less the sum of:
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a. Operating Expenses;
b. Debt Service on the "must pay" loans referenced in Section 1.16 above and in Section 2.9;
c. Reserve Deposits to the Capital Replacement Reserve; d. Reserve Deposits to the Capitalized Operating Reserve; e. Contributions made by Developer for the benefit of the Project; f. Property management fee for the Project which remains unpaid after payment of Operating Expenses, if any;
3 g. Member asset management fees or equivalent for the Project which remain unpaid after payment of Operating Expenses, if any;
h. Deferred Developer Fee for the Project which remains unpaid, if any, including interest at the Applicable Federal Rate; and
i. Repayment of outstanding development and operating loans and/or contributions for capital expenses for which no Project revenues are available, if any, made by the administrative and/or managing general partners of the Developer entity for the Project, including interest at the Applicable Federal.

Developer shall make loan payments to debtors on all assumed debt not included in the items listed in (a) to (i) above ("soft loans") from the remaining fifty percent (50%) ofresidual cash flow. The specific percentage of cash flow to be received by each debtor is based on the percentage of funds loaned to the Project as compared to the sum of all soft loans assumed by the Project. Developer's loan payments on the City Loan shall be paid by Developer to City from the City's Proportionate Share of fifty percent (50%) of Residual Receipts received from operation of the Project, which is anticipated to be ten and four hundred four thousandths percent (10.404%), until the City Loan Maturity Date at which time full payment , principal and interest, is due on the City Loan as set forth in the City Note without regard to Residual Receipts. The "City 's Proportionate Share" is a fracti n, the numerator of which is equal to the original principal amount of the City Loan, and the denominator of which is equal to the original principal amounts of the County Loans, the Private Loan and the City Loan.

In addition, none of the fees, costs, expenses, or items described above in calculation of Residual Receipts shall include any duplicate entry/item, or double accounting for a cost item."

5. A new Section 1.61 is hereby added to the Agreement as follows:
"1.61 "Additional City Loan" shall mean and consist of the financial assistance of Two Hundred Sixty-Two Thousand Five Hundred \Dollars ($262,500.00) sourced solely from the City's affordable housing fund, as more particularly provided in Section 2.1. The Additional City Loan is evidenced by the Amended and Restated City Loan Note and is secured by the Amended City Deed of Trust and Security Agreement."

6. A new Section 1.62 is hereby added to the Agreement as follows:
"1.62 "Amended City Deed of Trust" shall mean an amended deed of trust securing the Amended and Restated City Loan ote and other obligations of Developer hereunder substantially in the form of Attachment No. 16, attached hereto and fully incorporated herein by this reference. The Amended City Deed of Trust shall be a fourth mortgage deed of trust, subordinate only to a loan or loans issued by an approved lender.

Developer has been awarded a Twenty-Nine Million Dollar ($29,000,000 .00) Homekey Award ("Homekey"). It is currently contemplated that Developer will be obtaining additional certain loans from the County of Orange in the amount of Four Million One Hundred Thousand Dollars ($4,100,000.00) ("Additional County Loan"), and an additional loan in an amount not to exceed Three Hundred Fifty Thousand Dollars ($350,000.00) from the City of Costa Mesa's HOME Fund ("Additional Costa Mesa Loan"). The Additional County Loan shall be known as the "Primary Loan." In the event Developer were to obtain a new loan or funding that is not 4 221 1\08\3882959.2
approved by or otherwise permitted under the Agreement or this Amendment No. One without the prior written consent of the City, the Amended and Restated City Loan Note, City Deed of Trust, and Amended City Deed of Trust shall not be subordinated and shall be and remain a senior lien and encumbrance against the Property and Project, subordinate only to the Regulatory Agreement."

7. A new Section 1.63 is hereby added to the Agreement as follows:
"l .63 "Amended and Restated City Loan Note" shall mean the promissory note, substantially in the form of Attachment No. 17, attached hereto and fully incorporated herein by this reference, which evidences the Additional City Loan consisting of affordable housing funds."

8. A new Section 1.64 is hereby added to the Agreement as follows:
"1.64 "Amended Project Budget" shall mean the cost estimates for Developer's development of the Project set forth in Attachment No. 18 to this Amendment No. One. The Amended Project Budget may not be materially changed without the prior written approval of City, which shall not be unreasonably withheld or delayed (a material change is a change that causes the total Project costs to increase or decrease from what is shown in the Amended Project Budget or that causes any line item in the Amended Project Budget to increase or decrease by more than 10%). Any changes to the Amended Project Budget, whether or not requiring the approval of City, shall be submitted to City. If the Amended Project Budget is revised as permitted herein, all references herein to the "Project Budget" shall be deemed to refer to the revised Project Budget."

9. A new Section 1.65 is hereby added to the Agreement as follows:
"1.65 "Amended Pro Forma" shall mean the document attached to this Amendment No.

One as Attachment No. 19."
ARTICLE 2. FINANCING

10. Section 2.1 is hereby amended in its entirety and replaced with the following:
"City Loan. The City loaned to Developer and Developer borrowed from the City the sum of up to Three Million Dollars ($3,000,000.00) ("City Loan") of general funds, subject to the terms and conditions set forth in this Agreement, and subject further to the terms and conditions set forth within the Project Documents , including the City Note, City Loan Deed of Trust, and Regulatory Agreement.

Additionally , the City agrees to loan to Developer and Developer hereby agrees to borrow from the City the additional sum of up to Two Hundred Sixty Two Thousand Five Hundred Dollars ($262,500.00) ("Additional City Loan") of affordable housing funds, subject to the terms and conditions set forth in the Agreement and Amendment No. One, and subject further to the terms and conditions set forth within the Project Documents , including the Amended and Restated City Loan Note, City Loan Deed of Trust, Amended City Deed of Trust, and Regulatory Agreement.
5 221 1 \08\3882959.2
The anticipated sources and uses of funds for the development of the Project are set forth in the Project Budget and Amended Project Budget, Attachment Nos. 4 and 18. The financial projections for the Project are set forth in the Project Pro Forma and Amended Project Pro Forma, Attachment Nos. 5 and 19. Developer and City acknowledge that the Project Budget, Amended Project Budget, Pro Forma and Amended Project Pro Forma are estimates that are subject to change based on changes in costs, AMI, and other such matters related to the development of the Project. Developer shall submit updated Project Budget, Amended Project Budget, Project Pro Forma and Amended Project Pro Forma upon written request from City."

11. The introductory paragraph to Section 2.2 and Subsection 2.2.1 are hereby amended in their entirety and replaced with the following:
"City Note, Amended and Restated City Loan Note, City Deed of Trust and City Deed of Trust.

The City Loan was evidenced by the City Note and secured by the City Deed of Trust, which is recorded against the Property as Document No. 2025000068070 with the Orange County Recorder's Office in a position junior and subordinate to the lenders set forth in Section

2.9.l(b). With the Additional City Loan, the City Loan and Additional City Loan shall be evidenced by the Amended and Restated City Loan Note and secured by the Amended City Deed of Trust, which shall be recorded against the Property in the Official Records of the County in a position junior and subordinate to the lenders set forth in Subsections 2.9.1 and

2.9.2. 2.2.1 Terms of Amended and Restated City Loan Note. The Amended and Restated City Loan Note shall be for a term commencing upon the date of initial disbursement of funds at Closing and continuing for a period of fifty-five (55) years after the date of recordation of the Release of Construction Covenants ("Maturity Date"). The Amended and Restated City Loan Note shall bear simple interest at the rate of three percent (3%) per annum from the date of initial disbursement of the City Loan proceeds . Commencing the calendar year immediately after the recordation of the Release of Construction Covenants and annually on or before June 1 of each succeeding year, Developer shall make annual payments to City allocable from City's share of Residual Receipts, until the Maturity Date. On the Maturity Date of the Amended and Restated City Loan Note, all principal and interest shall be due in full by Developer to City (without regard to Residual Receipts calculation). a. The Amended and Restated City Loan Note shall be repaid through an annual Residual Receipts calculation based on operation of the Project. The Amended and Restated City Loan Note shall be payable from the City's Proportionate Share of fifty percent (50%) of Residual Receipts, which is anticipated to be seven and twelve and two hundred thirteen thousandths percent (12.213%), for the Project until the Amended and Restated City Loan Note has been paid in full, but all amounts due, including the full principal amount principal and any and all accrued interest , shall be due and payable in full on the City Loan Maturity Date.

Developer shall make annual payments on the Amended City Loan payable from the City's Proportionate Share of fifty percent (50%) of Residual Receipts, which is anticipated to be twelve and two hundred thirteen thousandths percent (12.213%), received from operation of the Project until the City Loan and Amended City Loan matures and full 6 2211 \08\3882959.2
payment, principal and any accrued and unpaid interest, is due on the City Loan and Amended City Loan as set forth in the Amended and Restated City Loan Note, respectively. In the event that the City's Proportionate Share of fifty percent (50%) of Residual Receipts, which is anticipated to be twelve and two hundred thirteen thousandths percent (12.213%), is insufficient to provide for payment of the entire annual interest payment due under the Amended and Restated City Loan Note, then such unpaid interest (referred to as the "past-due interest amount") shall begin to accrue interest from the date on which such interest payment was due at the interest rate applicable to outstanding principal under the Amended and Restated City Loan Note. The next annual payment shall be increased by the amount of the past-due interest amount plus interest accrued thereon. All past-due interest amounts shall continue to accrue interest until all such amounts and accrued interest thereon have been paid to City.
b. The Amended and Restated City Loan Note shall be
accelerated and due in full in the event Developer refinances to take cash out or transfers the Project or any part thereof (but excluding residential leases to tenants and Permitted Transfers) , without prior written approval of the City, and the Amended and Restated City Loan Note shall be paid in full from Refinancing Net Proceeds, if any, immediately upon any refinancing of the Project ( or any part thereof) or as applicable from Transfer Net Proceeds ( excluding Permitted Transfers), if any, immediately upon any transfer in whole or in part of the Project (excluding residential leases to tenants). The terms of the City Loan and Amended City Loan are more particularly described in the Amended and Restated City Loan Note."

12. Section 2.2.2 is hereby amended in its entirety and replaced with the following :
"2.2.2 Security for City Loan Additional City Loan. The City Loan is secured by a City Deed of Trust recorded as Document No. 2025000068070 with the Orange County Recorder 's Office. The Additional City Loan shall be secured by the Amended City Deed of Trust, Attachment No. 15, which shall be recorded against the Leasehold Interest in the Property in the Official Records of the County in fourth lien position ."

13. Section 2.2.4 is hereby amended in its entirety and replaced with the following:
"2.2.4. Consent Required for Assignment and Assumption. Except for Permitted Transfers and other Transfers permitted pursuant to Article 8 of the Agreement, the Amended and Restated City Loan Note shall not be assignable or assumable by any successor or assignee of Developer without the prior written consent of City, which consent may be withheld in the sole and absolute discretion of the City Manager."

14. A new Section 2.3.1 is hereby added to the Agreement as follows:
"2.3.1. Disbursement of Additional City Loan. Subject to satisfaction by Developer or waiver by City of each and every Funding Conditions to the City Loan set forth in Section

2.18, as applicable, the proceeds of the Additional City Loan shall be disbursed only to pay for a portion of certain eligible Costs of Rehabilitation set forth in the Scope of Development and approved Final Budget (or as otherwise modified under change orders approved by the City's City Manager). City's obligation to disburse the Additional City Loan proceeds as set forth in Section 2.5.1 is subject to the fulfillment by Developer or waiver by City of the Funding 7 2211\08\3882959.2
Conditions set forth in Section 2.5. l hereof, as well as compliance with the Disbursement Procedures, as applicable ."

15. Section 2.4 is hereby deleted in its entirety and replaced with the following:
"2.4 Permissible Use of City Loan and Additional City Loan; Eligible Expenses.

Pursuant to all of the terms and conditions of the Agreement and this Amendment No. One, Developer shall be permitted to use the City Loan and Additional City Loan only for the Eligible Expenses that are actually and reasonably incurred by Developer and approved by the City (such approval not to be unreasonably withheld or delayed), and for no other purpose.

The proceeds of the City Loan and Additional City Loan shall not be used for Project reserve accounts, monitoring , or servicing and origination fees, or for expenditures incurred more than one year after the issuance of the Release of Construction Covenants."

16. A new Section 2.5.1 is hereby added to the Agreement as follows:
"2.5.1 Proceeds of City Loan and Additional City Loan Disbursed. Provided Developer is not in default of the Agreement and this Amendment No. One, from and after the Funding Conditions Satisfaction Date, City shall disburse Additional City Loan funds to an escrow account, mutually agreed upon by both parties, for the purpose of fulfilling the 90% construction contract progress billing and/or the final payment obligation under the construction contract.

Developer shall submit to City itemized statements, with such supporting information as City may reasonably require, documenting all of Developer's costs eligible to be considered in calculating the Eligible Expenses, including invoices, contracts, or similar documentation .

City shall calculate and approve the amount of Developer 's Eligible Expenses. Approval of the amount determined by City shall be made by City, in City's reasonable discretion, within thirty (30) days after Developer's submission of its completed payment request. Any disapproval of a payment amount shall be provided to Developer in writing (including the specific reasons for such disapproval) within thirty (30) days after City has received information necessary to make the determination that the payment amount cannot be approved and must be returned by Developer.

City's obligation to make disbursements of the Additional City Loan proceeds to Developer shall be contingent and conditional upon Developer 's continuing satisfaction and the timely performance of all of its obligations under the Agreement and this Amendment No.

One. Upon the occurrence of any event which, with the lapse of time or the giving of notice or both, would constitute a default under the Agreement and/or this Amendment No. One after any applicable notice and cure period, City may at any time thereafter and while such event remains uncured, withhold or stop payment of any pending amount until all such defaults are cured to the reasonable satisfaction of City. Further, following expiration of any applicable cure period, but only prior to final disbursement of the Additional City Loan, City may demand return of (and Developer shall return) amounts paid until all such defaults are cured to the reasonable satisfaction of City.

In the event the Eligible Expenses for which any disbursement of Additional City Loan funds are advanced are not incurred by Developer within thirty (30) days after City's disbursement, or such longer time as City approves in its sole discretion , City shall have the right to require that Developer return such proceeds to City. In addition, if it is determined , as 8 22 11 \08\3882959.2
a result of an audit or otherwise, that any of the disbursements of the Additional City Loan proceeds were improper or made for expenditures not eligible for payment , Developer shall immediately repay to City the amounts of such disbursements , with accrued interest at a rate of 10% per annum from the date City provides notice until the date paid.

Notwithstanding the foregoing, City shall have the right to contract with a third party, including without limitation an escrow company to disburse the Additional City Loan proceeds to Developer."

17. A new Section 2.6.1 is hereby added to the Agreement as follows:
"2.6.1 Funding Conditions . Notwithstanding any other provision of the Agreement, as amended, to the contrary, City shall have no obligation to disburse any of the Additional City Loan proceeds to Developer unless all of the following conditions ( collectively the "Funding Conditions") are satisfied :

2.6.1.1 Execution and Delivery of Documents. Developer shall submit: (a) all documents evidencing that funding from Homekey, the Primary Loan, and Costa Mesa has been received for or irrevocably committed to the Project, (b) fully executed Amended and Restated City Loan Note, Amended City Deed of Trust, Regulatory Agreement , and (c) any other documents required hereunder in connection with the Additional City Loan and the acquisition and Rehabilitation of the Project by Developer.

2.6.1.2 Demonstration of Sufficient Funding . Developer shall submit a final amended project budget and provide documentation to the City demonstrating that it has commitments for sufficient funding for the Project.

2.6.1.3 Subordination Agreement . City shall have approved the form of any subordination agreements, if any.

2.6.1.4 Insuran ce. Developer shall have provided to City evidence of the insurance required under Section 3.9 of the Agreement.

2.6.1.5 No Default. Developer shall not be in default of any ofits obligations set forth in the Agreement, as amended, and there shall be no event which, with the passage of time or the giving of notice, would constitute a default.

2.6.1.6 ALTA Lender 's Policy . City shall have received an ALTA lender's title insurance policy excluding any survey, creditor's rights or arbitration exceptions, or one or more proforma policies and evidence of a commitment therefor, reasonably satisfactory to the City Manager ("Title Policy") relating to the City Loan and the Additional City Loan. Such Title Policy shall have a liability limit of not less than the full amount of the City Loan and the Additional City Loan and shall insure City's interest under the City Deed of Trust and Amended City Deed of Trust as a valid lien or charge upon the Property with the priority required by the Agreement as amended. The Title Policy shall include mechanics ' lien coverage and such other endorsements as the City may reasonably require. The Title Policy shall contain only such exceptions from coverage as shall have been approved in writing by the City Manager.
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In the event that all of the Funding Conditions are not satisfied on or before December 31 , 2026, or such earlier time period as provided for herein, or such later deadline as may be mutually approved in writing by City and Developer in the sole and absolute discretion of each of them, either party not in default may terminate the Agreement, as amended by delivering written notice to the other party. No termination under the Agreement , as amended shall release either party then in default from liability for such default."

18. A new Section 2.8.1 is hereby added to the Agreement as follows:
"2.8.1 Execution and Delivery of Documents. Within five (5) days after the Funding Conditions Satisfaction Date and prior to City's disbursement of any Additional City Loan proceeds to Developer, City shall execute the Regulatory Agreement and shall cause the Regulatory Agreement to be recorded in the Official Records of Orange County, California.

The Notice of Commencement of Affordability Restriction shall be recorded in the Official Records of Orange County, California upon completion of the Project concurrently with Costa Mesa's Notice of Affordability Restrictions."

19. A new Section 2.9.2 is hereby added to the Agreement as follows:
"2.9.2 Sources of Financing. Developer has obtained the following funding sources in addition to the Additional City Loan for the Rehabilitation and operation of the Project. The final sources and amounts of funding for the Project as well as the final cost estimates with respect to the Rehabilitation and operation of the Project shall be set forth in the Amended Project Budget."
a. Additional loans with the County of Orange in an approximate combined original principal amount of Four Million One Hundred Thousand Dollars ($4,100,000.00) .
b. Additional loan with Costa Mesa in the amount of Three Hundred Fifty Thousand Dollars ($350,000.00) of HOME funds."

20. A new Section 2.10.1 is hereby added to the Agreement as follows:
"2.10.1 Subordination. The City Manager shall have the City execute and deliver subordination agreements as he or she determines are commercially reasonable and consistent with the purpose and effect of the Agreement , as amended; provided that any such subordination agreement is approved by HCD. In connection therewith , the Regulatory Agreement implements the affordability requirements imposed under the entitlements and must be senior to all financing unless otherwise agreed to by the City Manager or designee in his or her reasonable discretion."
ARTICLE 3. GENERAL PROVISIONS
"3.1 Attachments. Attachment Nos. 15-21 attached to this Amendment No. 1 are incorporated herein by this reference and made a part hereof of the Agreement. Said Attachments are identified as follows:
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2211\08\3882959 .2
Attachment o. 15 Notice of Commencement of Affordability Restrictions Attachment o. 16 Amend o. One to City Deed of Trust
Attachment No. 17 Amended and Restated City Promissory Note Attachment No. 18 Amended Project Budget
Attachment No. 19 Amended Project Pro Forma
Attachment o. 20 Release of Construction Covenants"
[Signatures on the following page]
11 IN WITNESS WHEREOF, City and Developer have executed this Amendment o. 1 to Affordable Housing Loan Agreement as of the date set forth above. "CITY"

CITY OF NEWPORT BEACH,
a California municipal corporation and charter City
By: -----------­
Seimone Jurjis
City Manager
ATTEST:

By: __________ _
Lena Shumway
City Clerk
APPROVED AS TO FORM:

AMERICAN FAMILY HOUSING,
a California nonprofit, public benefit corporation
By: ----- --------
Myles Anthony Peinemann II
Chief Executive Officer
2211\08\3882959.2
12 Date: ------------
Date: ------------
Date: ------------
Date: -------------
ATTACHMENT NO. 15

NOTICE OF COMMENCEMENT OF AFFORDABILITY RESTRICTIONS
2211\08\3882959.2

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Attn: Ci Clerk
Exempt from Recording Fees pursuant to Govt. Code §§ 6103, 27383 APN: 439-312-12
Space above line fo r Recorder's use only

NOTICE OF COMMENCEMENT OF AFFORDABILITY RESTRICTIONS
Important notice to owners, purchasers, tenants, lenders, brokers, escrow and title companies, and other persons regarding affordable housing restrictions on the real property described in this Notice: Affordable housing restrictions have been [ or are being recorded] with respect to the property described below (referred to in this Notice as the "Property") which require that units of the Property be developed as Permanent Supportive Housing Units and be rented to and occupied by persons and households of limited income at affordable rents.

AMERICAN FAMILY HOUSING, a California Nonprofit Public Benefit Corporation, hereby provides notice that the Property is subject to certain affordable housing requirements:

1. Location of Property: 1400 Bristol Street North, Costa Mesa, California 92626 .

2. Assessor's Parcel Number(s) of Property: 439-312-12.

3. Legal Description of Property: see Exhibit "1" attached hereto and incorporated herein by reference.

4. Title of Document(s) Containing the Affordable Housing Requirements:

4.1. Affordable Housing Agreement by and between City of Newport Beach, a California municipal corporation and charter City, City of Costa Mesa, a California municipal corporation , and AMERICAN FAMILY HOUSING, a California Nonprofit Public Benefit Corporation, dated February 27, 2025 ("Agreement") , as amended by that certain Amendment No. One to Affordable Housing Agreement dated _______ , 2026 ("Amendment No. One") .

4.2. City Regulatory Agreement and Declaration of Covenants and Restrictions, as recorded with the Official Records of Orange County, California ("Official Records"), on February 28, 2025 as Instrument No. 2025000068064 ("Declaration").

5. Summary of Affordable Housing Restrictions:

5.1. Affordability Period. Not less than (76) permanent supportive housing units ("PSH Unit" or "PSH Units"), plus two (2) unrestricted managers units, with City of Costa Mesa receiving local preference for no less than sixteen (16) permanent supportive housing units and the City receiving local preference for no less than twelve (12) PSH Units with all of such units restricted for rental and occupancy by "Eligible Tenants" at an "Affordable Rent" (as those terms are defined in the City Regulatory Agreement) for a term of fifty five (55) years from the Commencement Date.

5.2. The Commencement Date is -----------------

6. This Notice does not contain a full description of the details of all the terms and conditions of the Agreement or the Declaration. You will need to obtain and read the Agreement and Declaration to fully understand the restrictions and requirements which apply to the Property.
[Signatures on the following page]

CITY OF NEWPORT BEACH,
a California municipal corporation
By: ______ _____ _
Seimone Jurjis City Manager
APPROVED AS TO FORM:

CITY ATTORNEY'S OFFIC E
By: - -----------Aaron C. Harp
City Attorney
ATTEST :

By: - - ----------Len a Shumway
City Clerk
AMERICAN FAMILY HOUSING , a
California Nonprofit Public Benefit
Corporation

MYLES ANTHONY PEINEMANN II
Chief Executive Officer
Francisco Flores
Chief Financial Officer
[SIGN A TURES MUST BE NOT ARY ACKN OWLEDGED FOR RECORDING] EXHIBIT "1"

LEGAL DESCRIPTION OF SITE
PARCEL 2, IN THE CITY OF COST A MESA, COUNTY OF ORANGE , STA TE OF CALIFORNIA, AS PER MAP FILED IN BOOK 24 PAGE 23 OF PARCEL MAPS , IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY .

EXCEPTING THEREFROM THAT PORTION CONVEYED TO MESA CONSOLIDATED WATER DISTRICT BY DEED RECORDED DECEMBER 31 , 1986 AS INSTRUME T 0. 86-656909, OFFICIAL RECORDS.

ALSO EXCEPTING ALL OIL, OIL RIGHTS , MINERALS , MINERAL RIGHTS , NATURAL

GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER

AME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND

HEREINABOVE DESCRIBED , TOGETHER WITH THE PERPETUAL RIGHT OF

DRILLING , MINING, EXPLORING AND OPERA TING THEREFORE A D REMOVING

THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO

WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN

THOSE HEREINABOVE DESCRIBED , OIL OR GAS WELLS , TUNNELS AND SHAFTS

INTO, THROUGH OR ACROSS THE SUB SURF ACE OF THE LAND HEREIN ABOVE

DESCRIBED , AND TO BOTTOM SUCH WHIPSTCKED OR DIRECTIONALLY DRILLED

WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR

LIMITS THEREOF , AND TO REDRILL , RETUNNEL , EQUIP, MAINTAIN, REPAIR ,

DEEPEN AND OPERA TE ANY SUCH WELLS OR MINES , WITHO UT, HOWEVER , THE

RIGHT TO DRILL, MINE, EXPLORE A D OPERA TE THROUGH THE SURF ACE OF THE UPPER 500 FEET OF THE SUB SURF ACE OF THE LAND HEREIN ABOVE DESCRIBED ,

AS RESERVED IN DEED FROM THE IRVINE COMPANY, A CORPORATION , RECORDED MARCH 5, 1968 IN BOOK 8535 PAGE 62 OF OFFICIAL RECORDS.

APN: 439-312-12
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ATTACHMENT NO. 16
AMENDMENT NO. ONE TO CITY DEED OF TRUST

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Newport Beach
100 Civic Center Drive
ewport Beach, California 92660
Attn: City Manager
APN: 439-312-12 [Free Recording Requested
Government Code Sections 6103 and 27383]
AMENDMENT NO. ONE TO GROUND LEASEHOLD DEED OF TRUST WITH

ASSIGNMENT OF RENTS
This AMENDMENT NO. ONE TO THE GROUND LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS ("Amended City Deed of Trust") , dated as of _ _ __ _ 2026 for identification purposes only, is made by and among AMERICAN FAMILY HOUSING, a California Nonprofit Public Benefit Corporation ("Trustor "), LENNAR TITLE, a ____ __ ("Trustee") , and CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("Beneficiary")

RECITALS
A. Under the terms and conditions of that certain Affordable Housing Loan Agreement between Trustor and Beneficiary dated as of February 27, 2025 ("Agreement"), Beneficiary issued a loan of Three Million Dollars ($3,000,000) ("City Loan") to Trustor to construct and operate seventy-six (76) affordable units for households experiencing homelessness or who are at risk of homelessness at that certain real property and improvements located at 1400 Bristol Street, Costa Mesa, California, and legally described and depicted in Attachment No. One to the Agreement (defined herein), and which is identified as Assessor 's Parcel Number 439-312-12 ("Property") .

B. Beneficiary and Trustor entered into an Amendment No. One to Affordable Housing Loan Agreement dated _ _______ , 2026 ("Amended Loan Agreement"), to increase the loan amount by Two Hundred Sixty-Two Thousand Five Hundred Dollars ($262,500) evidenced by an amended Promissory Note dated ______ , 2026 between Trustor and Beneficiary (the "Amended and Restated City Loan Note"), to allow Trustor to complete the project at the Property.

C. The City Loan was secured through that Ground Leasehold Deed of Trust with Assignment of Rents dated February 27, 2025 and recorded as Document No. 2025000068070 with the Orange County Recorder's Office ("Deed of Trust") ; Promissory Note dated February 27, 2025 ("City Loan ote"); Regulatory Agreement and Declaration of Covenants and Restrictions recorded as Document No. 1 221 I \08\3 884044 .2
2025000068064 with the Orange County Recorder's Office ("Regulatory Agreement") ; and subject to that Subordination Agreement recorded as Document No. 2025000068077 with the Orange County Recorder 's Office ("Subordination Agreement").

D. In connection with the foregoing, Beneficiary and Trustor desire to enter into this Amended City Deed of Trust to amend certain terms of the Deed of Trust to be consistent with the provisions of the Amended Loan Agreement.

NOW THEREFORE , for valuable consideration , the parties hereto agree as follows:

1. Incorporation of Recitals. The Recitals set forth above are true and correct and are incorporated into this Amended City Deed of Trust by this reference.

2. Incorporation of Defined Terms. All terms, phrases and words indicated to be defined terms by initial capitalization in this Amended City Deed of Trust that are not specifically defined in this Amended City Deed of Trust shall have the meaning ascribed to the same term, phrase, or word, respectively , in the Deed of Trust.

3. Definitions. Defined terms in the Deed of Trust are amended to read as follows:
"City Loan" for the purpose of securing payment of indebtedness of Trustor to the Beneficiary of the Three Million Dollars ($3,000,000) already secured plus an additional Two Hundred Sixty­ Two Thousand Five Hundred Dollars ( 262,500.00) for a total principal sum of Three Million Two Hundred Sixty-Two Thousand Five Hundred Dollars ($3,262,500.00) evidenced by the City Loan Note, including any amendments thereto.

AND TO PROTECT THE SECURITY OF THIS AMENDED CITY DEED OF TRUST, TRUSTOR COVENANTS AND AGREES:

4. That it will pay the Amended and Restated City Loan Note at the time and in the manner provided therein;

5. That it will not permit or suffer the use of any of the Property for any purpose other than the use for which the same was intended at the time this Amended City Deed of Trust was executed, namely, as permanent supportive housing;

6. That the Amended and Restated City Loan Note is incorporated herein and made a part of this Amended City Deed of Trust. Upon default under the Amended and Restated City Loan Note or this Amended City Deed of Trust, Beneficiary , at its option, may declare the whole of the indebtedness secured hereby to be due and payable;

7. That all rents, profits and income from the Property covered by this Amended City Deed of Trust are hereby assigned to Beneficiary for the purpose of discharging the debt hereby secured. Permission is hereby given to Trustor so long as no default exists hereunder , to collect such rents, profits and income;
2 22 11 \08\3884044.2

8. To pay immediately and without demand all sums so expended by Beneficiary or Trustee, under permission given under this Amended City Deed of Trust, with interest from date of expenditure at the rate specified in the Amended and Restated City Loan Note;

9. That the Amended City Loan advanced hereunder is to be used for Eligible Expenses as the term is defined in the Agreement; and upon the failure of Trustor to keep and perform such covenants, the principal sum and all arrears of interest, and other charges provided for in the Amended and Restated City Loan Note shall, at the option of Beneficiary , become due and payable, anything contained herein to the contrary notwithstanding;

10. Trustor further covenants that it will not voluntarily create, suffer or permit to be created against the Property, subject to this Amended City Deed of Trust, any lien or liens (other than the lien of a deed of trust recorded prior in time and right to this Amended City Deed of Trust and/or the lien of a deed of trust to which Trustor has expressly agreed to subordinate the lien of this Amended City Deed of Trust, with City's written permission) except as authorized by Beneficiary, and further that it will keep and maintain the Property free from the claims of all persons supplying labor or materials which will enter into the construction of any and all buildings now being erected or to be erected on the Property;

11. All expenses (including reasonable attorneys' fees and costs and allowances) incurred in connection with an action to foreclose, or the exercise of any other remedy provided by this Amended City Deed of Trust, including the curing of any Event of Default, shall be the responsibility of Trustor.

12. Except as provided in paragraph 29, each successor owner of an interest in the Property, other than through foreclosure, deed in lieu of foreclosure or an owner who takes an interest in the Property after a foreclosure has occurred, shall take its interest subject to this Amended City Deed of Trust.

13. Force and Effect. Except as provided in this Amended City Deed ofTrust, all other term and conditions of the Deed of Trust shall remain in full force and effect. In the event of a conflict between this Amended City Deed of Trust and the Deed of Trust, the provisions of this Amended City Deed of Trust shall control. Whenever the term "Deed of Trust" is used in the Deed of Trust, it shall mean the Deed of Trust as amended by this Amended City Deed of Trust.

14. Counterparts. This Amended City Deed of Trust may be executed in counterparts, each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument.
[Signature on the following page]
3 22 I 1\08\3884044.2
Dated: , 2026 - -------
22 11 \08\3884044.2
"Trustor"
AMERICAN FAMILY HOUSING , a California
Nonprofit Public Benefit Corporation

MYLES ANTHONY PEINEMA II
Chief Executive Officer
4 ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy , or validity of that document.

State of California
County of _ _ _ _ _____ }
On ____ _______ , 20 _ _ before me, ________ _____ , Notary Public, personally appeared ________ ___________ __ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature

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

State of California
County of _________ }
(seal)
On ____ _______ ., 20 __ before me, _____ ______ _ _ , Notary Public, personally appeared ___________ ________ __ , proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s) , or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (seal)
5 22 11 \08\3884044.2
EXHIBIT "A"

LEGAL DESCRIPTION OF THE PROPERTY

LEGAL DESCRIPTION
That real property located in the State of California, County of Orange, City of Costa Mesa, and described as follows :

PARCEL 2, IN THE CITY OF COSTA MESA , COUNTY OF ORANGE , STA TE OF CALIFORNIA, AS PER MAP FILED IN BOOK 24 PAGE 23 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM THAT PORTION CONVEYED TO MESA CONSOLIDATED WATER DISTRICT BY DEED RECORDED DECEMBER 31, 1986 AS INSTRUMENT NO. 86-656909, OFFICIAL RECORDS.

ALSO EXCEPTING ALL OIL, OIL RIGHTS, MINERALS , MINERAL RIGHTS, NATURAL

GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER

NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND

HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF

DRILLING , MINING , EXPLORING AND OPERA TING THEREFORE AND REMOVING

THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO

WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN

THOSE HEREINABOVE DESCRIBED , OIL OR GAS WELLS, TUNNELS AND SHAFTS

INTO, THROUGH OR ACROSS THE SUB SURF ACE OF THE LAND HEREIN ABOVE

DESCRIBED , AND TO BOTTOM SUCH WHIPSTCKED OR DIRECTIONALLY DRILLED

WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR

LIMITS THEREOF , AND TO REDRILL , RETUNNEL , EQUIP, MAINTAIN , REPAIR ,

DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT , HOWEVER, THE

RIGHT TO DRILL, MINE, EXPLORE AND OPERA TE THROUGH THE SURF ACE OF THE UPPER 500 FEET OF THE SUB SURF ACE OF THE LAND HEREIN ABOVE DESCRIBED ,

AS RESERVED INDEED FROM THE IRVINE COMPANY, A CORPORATION , RECORDED MARCH 5, 1968 IN BOOK 8535 PAGE 62 OF OFFICIAL RECORDS .

APN: 439-312-12
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ATTACHMENT NO. 17

AMENDED AND RESTATED CITY PROMISSORY NOTE
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AMENDED AND REST A TED PROMISSORY NOTE
Loan Amount: $3,262,500.00
Newport Beach, California
_________ ,2026
FOR VALUE RECEIVED , AMERICAN FAMILY HOUSING, a California Nonprofit Public Benefit Corporation ("Borrower") promises to pay to the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), the principal sum of Three Million Two Hundred Sixty-Two Thousand Five Hundred Dollars and 00/100 ($3,262,500.00) , or so much of such principal as may be disbursed pursuant hereto and in accordance with that certain Affordable Housing Loan Agreement between the City and Borrower dated for identification purposes only as of February 27, 2025 ("Agreement") and as amended by Amendment No. One to Affordable Housing Loan Agreement ("Amendment No. One"), plus interest on the outstanding principal balance, in accordance with the terms and conditions set forth in this Amended City Loan Note. This Amended and Restated City Loan Note replaces in its entirety the Promissory ote previously executed by the Parties dated February 27, 2025, and evidences the obligation of Borrower to City for the repayment of certain funds ("Amended City Loan") loaned to Borrower by City pursuant to Amendment No. One to Agreement, in connection with the rehabilitation , construction, ownership and operating of the Project located at 1400 Bristol Street, in the City of Costa Mesa, California ("Property"). All capitalized terms unless otherwise defined herein shall have the same meaning as set forth in the Agreement and Amendment No. One, which is incorporated herein by this reference.

RECITALS
A. This Amended and Restated Promissory Note is made pursuant to that certain Agreement (collectively, the "Agreement") in relation to the property located at 2274 Newport Boulevard, Costa Mesa California, Assessor's Parcel Number 439-312-12. This Amended and Restated City Loan Note amends and restates in its entirety, that certain promissory note in the principal sum of Three Million Dollars ($3,000,000) dated as of February 28, 2025, executed by Developer in favor of the City ("City Note").

B. Reference is also made to the following additional agreements and documents , of even date herewith , involving City and Borrower and/or pertaining to the Property :
(i) Amended Ground Leasehold Deed of Trust with Assignment of Rents by and between Borrower as Trustor, City as beneficiary, and Lennar Title as Trustee, and recorded in the Office of the Orange County Recorder ("Amended City Deed of Trust"). The Amended City Deed of Trust secures repayment of this Amended and Restated City Loan Note and performance under the Agreement, and Amendment No. One. (ii) Joint Regulatory Agreement, by and between Borrower , the City of Costa Mesa and City, for the benefit of City, and recorded in the Office of the Orange County Recorder ("City Regulatory Agreement").
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NOW, THEREFORE, for good valuable consideration, receipt of which is hereby acknowledged, Developer agrees as follows:

1. Definitions.
"Affiliate" shall mean any person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Borrower which, if Borrower is a partnership or limited liability company, shall include each of the constituent members or general partners, respectively, thereof. The term "control" as used in the immediately preceding sentence means, with respect to a person that is a corporation, the right to the exercise, directly or indirectly, of more than 50% of the voting rights attributable to the shares of the controlled corporation, and, with respect to a person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled person.
"Annual Financial Statement'' shall mean the financial statements prepared by Borrower for each calendar year beginning in the first year for which payment is due under this Note until the Maturity Date, including a balance sheet, income statement, statement of retained earnings, statement of cash flows, and footnotes thereto, prepared in accordance with generally accepted accounting principles consistently applied, as audited by an independent certified public accountant.
"Assignment'' shall mean any voluntary or involuntary conveyance, disposition , assignment, encumbrance (other than a Refinancing as defined below or the creation of the Senior Loan or any other financing permitted by the Agreement), sublease, sale or transfer of the Property, including, without limitation, any transfer by Borrower of all or any portion of its rights under or interest in the Property, any unpermitted change of ownership or control of Borrower, any foreclosure of Borrower's interest in the Property, whether by judicial proceedings , or by virtue of any power contained in a deed of trust, indenture or other instrument creating a lien against the Property, or any assignment of Borrower's estate in the Property through, or in lieu of, foreclosure or other appropriate and bona fide proceedings in the nature thereof; provided, however, that the term "Assignment" as used herein shall not include any permitted transfer as set forth in Section 8 hereof or in Section 7 .1 of the Agreement.
"City Manager" shall mean the individual duly appointed to the position of the City Manager of the City of Newport Beach, or his or her authorized designee . "Debt Service" shall mean scheduled debt service (including impounds , expenses, and other amounts payable) on the Senior Loan.
"Developer Fee" shall mean the fee to be paid to American Family Housing for rehabilitating the Property. A portion of the Developer Fee may be deferred (the "Deferred Developer Fee").
"Fiscal Year" shall mean the fiscal year of Borrower, which is the calendar year. 2 2211\08\3884045.2
"Maturity Date" shall mean the date the Term expires.
"Net Operating Income" shall mean, for the applicable period of time, (i) the amount, if any, by which Operating Income for such period exceeds Operating Expenses paid by Borrower during such period; and, provided there is such an excess, less (ii) the Developer Fee, until such fee is paid in full.
"Operating Expenses" shall have the meaning set forth in Section 1.35 of the Agreement. "Operating Income" shall mean, for the applicable period of time, all proceeds received by Borrower from the operation of the Property and from any and all sources resulting from or attributable to the operation of the Property , including , without limitation , all rentals, parking receipts, laundry income received by Borrower , forfeited security deposits , and all expense reimbursement s paid to Borrower by tenants of the Property. Operating Income shall be calculated on a cash basis . Operating Income excludes insurance proceeds and/or condemn ation proceeds. "Senior Loan" shall mean the Costa Mesa Loan, Newport Beach Loan and County Loan, and any loans made to Developer by its principals in compliance with its organizational documents .
"Senior Loan Documents" shall mean any and all agreements and documents related to a Senior Loan.
"City Loan Documents" shall mean, collectively , the Agreement, Amendment o. One, this Amended and Restated City Loan Note, the City Regulatory Agreement , the City Deed of Trust, and Amended City Deed of Trust.
"Term" shall mean the period commencing on the execution hereof and terminating fifty­ five (55) years from the date the Notice of Commencement of Affordability Restriction is issued by City and caused to be recorded in the Official Records against the Property ; or (ii) if not able to be determined , fifty-seven (57) years after the date of the Agreement.

2. Interest and Repayment.

2.1 Basic Interest Rate. Except as provided in Section 2.5 below , the disbursed and unpaid principal balance of the Amended City Loan shall bear interest at the simple rate of three percent (3%) per year (the "Basic Interest Rate"). As used herein , the term "disbursed " shall mean and refer to the time when the City has disbursed such funds to Borrower , pursuant to the Agreement and Amendment No. One.

2.2 Payment Dates and Amounts.
(a) Principal and Interest Payments. Interest and principal payments on this Amended City and Restated Loan Note shall be payable annually on April 1 of the first year following the disbursement of the Amended City Loan. This Amended and Restated City Loan Note shall be repaid through an annual Residual Receipt, as defined in the Agreement and Amendment No. One,, calculation based on the Net Operating Income of the Project. Borrower 3 22 11 \08\3884045.2
shall make annual payments to this Note from the City's Proportionate Share of fifty-percent (50%) of Residual Receipts received from operation of the Project, which is anticipated to be ten and four hundred four thousandths percent (10.404%). For any year in which no payment is due or there is no Net Operating Income available for payment of principal and interest, then interest shall continue to accrue on the City Loan during such year. On or before each April 1 during the Term on which a payment is due, regardless as to whether any payment of principal and interest is remitted, Borrower shall provide City with an accounting documenting the calculation of Net Operating Income for the previous calendar year.
( c) Interest First. All payments shall be applied first to accrued interest and thereafter to principal.

2.3 Financial Statements. On each April 1 on which a payment is due pursuant to Section 2.2(a), Borrower shall submit to City its Annual Financial Statement (as the term is defined in the City Regulatory Agreement) for the preceding year. Net Operating Income shall be calculated by Borrower for each year for which payment is due pursuant to Section 2.2(a) (and certified by an authorized officer of Borrower) and reported by Borrower to City annually for each calendar year no later than April 1st of the following calendar year. All calculations and records shall be based upon Borrower's Annual Financial Statement and shall be subject to audit by City.

In connection with any audit, Borrower shall provide to City for inspection and copying any records, receipts, account books, ledgers, checks, or other documents or other evidence reasonably requested by City for the purpose of verifying Borrower's calculation of Net Operating Income, and shall promptly pay to City any further amount due but not paid as a result of any miscalculation by Borrower. City shall promptly pay Borrower any overpayments made by Borrower as shown by such audit.

2.4 Maturity Date. The outstanding principal balance together with any outstanding interest due thereon and any other sums payable under this Note shall be due and payable in full on the date the Term terminates (the "Maturity Date").

2.5 Default Rate. Any amounts (including but not limited to amounts of principal and interest on the City Loan) which Borrower does not pay when otherwise due under the terms of this Note, shall bear interest at the rate of the lesser of ten percent (10%) per annum or the maximum rate allowed per law per annum ("Default Rate"), simple interest, from the date which is ten (10) days after such amount would otherwise be due until the date paid.

3. Prepayment; Application of Payments.

At any time after the disbursement of the Amended City Loan proceeds, Borrower may prepay all or a portion of the unpaid principal amount of the City Loan and accrued interest and any other sums outstanding without penalty or fee. All payments, including any prepayments or funds received upon acceleration pursuant to Section 9.2(a) below, shall be applied first toward any outstanding costs of collection or other amounts ( excluding Amended City Loan principal or interest thereon) due under this Note or the Agreement, then toward outstanding interest accrued at the Default Rate, if any, then toward outstanding interest accrued at the Basic Interest Rate, if any, and finally toward the remaining principal balance under the Note. 4 22 11 \08\3884045.2

4. Security and Source of Payment.

Borrower's obligations under this Amended and Restated City Loan Note, the Agreement , Amendment No. One and the City Regulatory Agreement, shall be secured by the Amended City Deed of Trust.

The Amended City Loan shall constitute a nonrecourse obligation of Borrower , and neither Borrower nor any partner, member, or shareholder thereof shall have any personal liability for repayment.

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 this Amended and Restated City Loan Note; nothing contained herein is intended to relieve the Borrower and, if Borrower is a partnership, limited liability company, or corporation, any general partner , member , or shareholder of Borrower of liability for damages caused to City as a result of (i) fraud or willful misrepresentation; (ii) the failure to pay taxes, assessments or other charges which may create liens on the real property described in the Amended City Loan documents that are payable or applicable prior to any foreclosure under the Amended Deed of Trust (to the full extent of such taxes, assessments or other charges); (iii) the retention of any rental income or other income arising with respect to the Property collected by Borrower after an Event of Default to the full extent of the rental income or other income retained and collected by Borrower after the giving of any such notice, and not used to pay Operating Expenses of the Property ; (iv) the misapplication of any proceeds under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Property; and (v) breach of any environmental covenant or representation made by the Borrower relating to the Property.

5. Obligation of Borrower Unconditional.

The obligation of Borrower to repay the Amended City Loan and all accrued interest thereon shall be absolute and unconditional , and until such time as all of the outstanding principal of and interest on this Amended and Restated City Loan Note shall have been fully paid, Borrower agrees that it: (a) will use the funds solely for the purposes set forth herein and in the Agreement, and Amendment o. One; and (b) will not terminate or suspend any payment or obligations under this Amended and Restated City Loan Note, the Agreement, Amendment No. One , or any other document executed hereunder or in connection herewith for any cause, including without limitation, any acts or circumstances that may constitute failure of consideration , commercial frustration of purpose, or any duty, liability or obligation arising out of or in connection with this Amended and Restated City Loan Note, the Agreement, Amendment No. One or any document executed hereunder or in connection herewith.

6. Purpose of City Loan.

The Amended City Loan proceeds shall be used by Borrower for Eligible Expenses of the Project as outlined in the Agreement and Amendment No. One. In no event shall Borrower use or 5 22 11 \08\3884045 .2
otherwise invest the proceeds of the Amended City Loan except as expressly provided in this Amended and Restated City Loan Note, the Agreement , and Amendment No. One.

7. Covenants of Borrower.

As additional consideration for the making of the Amended City Loan by City, Borrower covenants as follows:

7.1 Compliance with Agreement and Amendment No. One, City Regulatory Agreement, and Amended City Deed of Trust. Borrower shall comply with all of its obligations under the Agreement , Amendment No. One, City Regulatory Agreement, and the Amended City Deed of Trust. Any amounts payable by Borrower under the Agreement, Amendment No. One, City Regulatory Agreement , or the Amended City Deed of Trust (other than amounts also payable hereunder) shall be deemed added to the principal amount of the Amended City Loan payable hereunder.

7.2 Other Loans. Borrower shall comply with all monetary and non-monetary covenants associated with any loan secured by an interest in the Property. Borrower shall provide to City a copy of any notice of default within five (5) calendar days after receiving any notice of a default or alleged default of such covenants by Borrower , and Borrower shall promptly cure any such default and cooperate in permitting City, to the extent City in its sole discretion elects to do so, to cure or assist in curing the default. Any cost or expenditure incurred by City in providing or assisting in such a cure shall be deemed added to the outstanding principal amount of the Amended City Loan.

7.3 Payment of Deferred Developer Fee. Borrower shall not pay the Deferred Developer Fee or make any payments of any partnership management fees (if applicable) unless and until Operating Income exceeds Operating Expenses.

8. Assignment of this Amended Note.

This Amended and Restated City Loan Note shall be assignable by Borrower in compliance with Section 7.1 of the Agreement. Notwithstanding anything which may be or appear to be herein to the contrary, no purported assignment of this Amended and Restated City Loan Note and/or the Amended City Loan shall be effective if such assignment would violate the terms, conditions and restrictions of any applicable ordinances, laws, or regulations. City's consent to such assignment shall be expressly conditioned upon (a) the assignee's execution of such documents as required by City including, without limitation , any and all documents deemed necessary by City to provide for said assignee's assumption of all of the obligations of Borrower hereunder, under the City Regulatory Agreement, under the Amended City Deed of Trust, and under the Amended City Loan Documents , and (b) City's approval of the financial and credit worthiness of such proposed assignee.
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9. Events of Default and Remedies .

9.1 Borrower Events of Default. The occurrence of any of the following shall, after the giving of any notice and expiration of any applicable cure period as described therein, constitute an event of default by Borrower hereunder ("Event of Default"):
(a) The failure of Borrower to pay or perform any monetary covenant or obligation under the terms of this Amended and Restated City Loan Note without curing such failure within ten (10) calendar days after receipt of written notice of such default from City ( or from any party authorized by City to deliver such notice as identified by City in writing to Borrower);
(b) The failure of Borrower to perform any non-monetary covenant or obligation under this Amended and Restated City Loan Note without curing such failure within thirty (30) calendar days after receipt of written notice of such default from City ( or from any party authorized by City to deliver such notice as identified by City in writing to Borrower) specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency. Provided, however, that if any default with respect to a non-monetary obligation is such that it cannot be cured within a 30-day period, it shall be deemed cured if Borrower commences the cure within said 30-day period and diligently prosecutes such cure to completion thereafter. Notwithstanding anything herein to the contrary, the herein described notice requirements and cure periods shall not apply to any Event of Default described in Sections 9.1( e) or 9 .1 (f) below;
(c) The failure of Borrowers to perform any covenant or obligation under the Agreement, Amendment No. One, Amended City Deed of Trust or City Regulatory Agreement, unless the default is cured within the applicable cure period (if any). ( d) The material falsity of any representation or breach of any representation or warranty made by Borrower under the terms of this Amended and Restated City Loan Note, the Agreement, Amendment No. One, the City Regulatory Agreement, or the Amended City Deed of Trust;
(e) Borrower or any constituent member or general partner, or majority shareholder, of Borrower shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or the like of its property, (ii) fail to pay or admit in writing its inability to pay its debts generally as they become due, (iii) make a general assignment for the benefit of creditors, (iv) be adjudicated bankrupt or insolvent or (v) commence a voluntary petition that is not withdrawn within ten (10) calendar days of the filing thereof or answer seeking an arrangement with creditors or an order for relief or seeking to take advantage of any insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy or insolvency proceeding ;
(f) If without the application, approval or consent of Borrower, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy , in respect of Borrower or any constituent member or general partner or majority shareholder of 7 2211 \08\388 4045 .2
Borrower, for an order for relief or an adjudication in bankruptcy, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver , liquidator or custodian or the like of Borrower or of all or any substantial part of Borrower 's assets, or other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by Borrower, in good faith, the same shall (i) result in the entry of an order for relief or any such adjudication or appointment, or (ii) continue undismissed, or pending and unstayed, for any period of ninety (90) consecutive days; (g) Voluntary cessation of the operation of the Property for a continuous period of more than thirty (30) calendar days or the involuntary cessation of the operation of the Property for a continuous period of more than sixty ( 60) days;
(h) A transfer in violation of Section 7 .1 of the Agreement; or (i) Subject to the notice and cure provisions set forth in the Agreement, Borrower shall be in default under any of the terms of the Senior Loan, any other financing, or any other secured or unsecured obligation relating to the Property, unless the default is cured within the cure period, if any, applicable thereto under the terms and obligation which is in default.

9.2 City Remedies. Upon the occurrence and during the continuance of an Event of Default hereunder , City may, in its sole discretion, take any one or more of the following actions:
(a) By notice to Borrower except in the case of a default by Borrower under Section 9 .1 ( e) or Section 9 .1 ( f) in which event no notice pursuant to this Amended and Restated City Loan Note shall be required, declare the entire then unpaid principal balance of the Amended City Loan immediately due and payable, and the same shall become due and payable without further demand, protest or further notice of any kind, all of which are expressly waived. Upon such declaration, outstanding principal and (to the extent permitted by law) interest and any other sums outstanding in connection with the Amended City Loan shall thereafter bear interest at the Default Rate, payable from the date of such declaration until paid in full; (b) Subject to the nonrecourse provisions of Section 4 above, take any and all actions and do any and all things which are allowed, permitted or provided by law, in equity or by statute, in the sole discretion of City, to collect the amounts then due and thereafter to become due hereunder, to exercise its rights under the City Deed of Trust, and to enforce performance and observance of any obligation , agreement or covenant of the Borrower under this Note, the Agreement or under any other document executed in connection herewith ; (c) Subject to the nonrecourse provision of Section 4 above, upon the occurrence of an Event of Default which is occasioned by Borrower's failure to pay money, City may, but shall not be obligated to, make such payment. If such payment is made by City, Borrower shall deposit with City, upon written demand therefor, such sum plus interest at the Default Rate.

In either case, the Event of Default with respect to which any such payment has been made by City shall not be deemed cured until such repayment ( as the case may be) has been made by Borrower.

Until repaid, such amounts shall have the security afforded the amounts evidenced by this Note; or
8 22 11 \08\3884045.2
(d) Subject to the nonrecourse prov1s1ons of Section 4 above, upon the occurrence of an Event of Default described in Section 9.1 (e) or 9.1 (f) hereof, City shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim for the whole amount owing and unpaid on the Amended City Loan and, in the case of commencement of any judicial proceedings, to file such proof of claim and other papers or documents as may be necessary or advisable in the judgment of City and its counsel to protect the interests of City and to collect and receive any monies or other property in satisfaction of its claim.

9.3 o Remedy Exclusive. o remedy herein conferred upon or reserved to City is intended to be exclusive of any other available remedy or remedies , but each such remedy shall be cumulative and shall be in addition to every other remedy given under this Amended and Restated City Loan Note or now existing at law or in equity or by statute; and may be exercised in such number, at such times and in such order as City may determine in its sole discretion . No delay or omission to exercise any right or power upon the occurrence of any Event of Default hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient by City. In order to entitle City to exercise any right or remedy reserved to it under this ote, no notice shall be required except as expressly provided herein.

10. Agreement to Pay Attorneys' Fees and Expenses.

In the event that City brings any action or files any proceeding in connection with the enforcement of its rights under this Amended and Restated City Loan Note or the Amended City Deed of Trust, as a consequence of any breach by Borrower of its obligations thereunder , the prevailing party in such action or proceeding shall be entitled to have its reasonable attorneys' fees and out-of-pocket expenditures paid by the losing party. The attorneys' fees so recovered shall include fees for prosecuting or defending any appeal and shall be awarded for any supplemental proceedings until the final judgment is satisfied in full. In addition to the foregoing award of attorneys' fees, the prevailing party in any lawsuit on this Amended and Restated City Loan Note or the Amended City Deed of Trust shall also be entitled to its reasonable attorneys' fees incurred in any post judgment proceedings to collect or enforce the judgment. In addition to the foregoing, Borrower agrees to pay or reimburse City, upon demand by City, for all costs incurred by City in connection with enforcement of this Amended and Restated City Loan Note or the Amended City Deed of Trust, including without limitation , reasonable attorneys ' fees and costs, if there shall be filed by or against Borrower any proceedings under any federal or state bankruptcy or insolvency laws, whether City is a creditor in such proceedings or otherwise.

11. Notices.

All notices, demands, requests, elections, approvals, disapprovals, consents or other communications given under this Note shall be in writing and shall be given by personal delivery, fir t class mail certified or registered, return receipt requested, or reputable overnight delivery service that provides a receipt with the time and date of delivery and addressed as follows:
9 2211 \08\3884045.2
To City
With a copy to:

To Borrower:

With a copy to:

City of Newport Beach
100 Civic Center Drive
ewport Beach, California 92660
Attn: City Manager
City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Attn: Community Development Director
American Family Housing
15161 Jackson Street
Midway City, California 92655
Attention: Myles Anthony Peinemann II
Goldfarb & Lipman
1300 Clay Street, Eleventh Floor
Oakland California 94612
Attention : William F. DiCamillo
Any Notice shall be deemed received immediately if delivered by hand or by overnight courier, and shall be deemed received on the third day from the date it is postmarked if delivered by registered or certified mail.

12. Severability.

The invalidity or unenforceability of any one or more provisions of this Amended and Restated City Loan Note will in no way affect any other provisions.

13. Interpretation.

Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each gender will include any other gender. The captions of the paragraphs of this Note are for convenience only and do not define or limit any terms or provisions. Time is of the essence in the performance of this Amended and Restated City Loan Note by Borrower. Borrower has been represented by counsel in the negotiation of this Note, and it shall not be interpreted in favor of or against any party on account of relative responsibilities in drafting. Notwithstanding any other provision of this Amended and Restated City Loan ote, nothing herein or in this Amended and Restated City Loan Note shall be deemed to require Borrower to pay interest in an amount in excess of any applicable usury law or other legal limitation on interest, and the terms of this Amended and Restated City Loan Note shall be interpreted to require in each instance the lesser of (a) the amount stated in this Amended and Restated City Loan Note, and (b) the maximum applicable legal limit. 2211 \08\3884045.2

14. No Waiver; Consents.

Any waiver by City must be in writing and will not be construed as a continuing waiver.

No waiver will be implied from any delay or failure by City to take action on account of any default of Borrower. Consent by City to any act or omission by Borrower will not be construed to be a consent to any other or subsequent act or omission or to waive the requirements for City's consent to be obtained in any future or other instance.

15. Governing Law and Jurisdiction.

This Amended and Restated City Loan Note shall be governed by the internal laws of the State of California without regard to conflict oflaw principles. Any legal actions must be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Southern District of California.

16. Representations and Warranties of Borrower.

Borrower hereby warrants and represents to City that:

16.1 Organization and Standing . Borrower is a California legal entity as described in the Agreement, Amendment o. One, duly organized, qualified to operate in California and validly existing and in good standing under all applicable laws, and has all requisite power and authority to enter into and perform its obligations under this Amended and Restated City Loan Note, the Agreement , Amendment No. One, the Amended City Deed of Trust, the City Regulatory Agreement, and all other documents executed in connection herewith.

16.2 Enforceability. This Amended and Restated City Loan Note and all other instruments to be executed by Borrower in connection with the Amended City Loan constitute the legal, valid and binding obligation of Borrower , without joinder of any other party.

16.3 Authorization and Consents. The execution, delivery and performance of this Amended and Restated City Loan Note and all other instruments to be executed in connection herewith is consistent with the operating agreement, partnership agreement and any articles and bylaws governing Borrower and have been duly authorized by all necessary action of Borrower's members, partners, directors, officers and shareholders.

16.4 Due and Valid Execution. This Amended and Restated City Loan Note and all other instruments to be executed in connection herewith , will, as of the date of their execution, have been duly and validly executed by Borrower.

16.5 Licenses. Borrower will obtain and maintain all material licenses , permits , consents and approvals required by all applicable governmental authorities to own and operate the Property .

16.6 Litigation and Compliance. To the best of Borrower's knowledge, there are no suits, other proceedings or investigations pending or threatened against, or affecting the business or the properties of Borrower ( other than those as have been previously disclosed in writing to City) which could materially impair its ability to perform its obligations under this Note, nor is Borrower 11 2211 \08\3884045.2
in violation of any laws or ordinances which could materially impair Borrower's ability to perform its obligations under this Amended and Restated City Loan Note.

16. 7 Default. To Borrower's current actual knowledge , there are no facts now in existence which would, with the giving of notice or the lapse of time, or both, constitute an "Event of Default" hereunder , as described in Section 9.

16.8 o Violations . To the best of Borrower 's knowledge, the execution and delivery of this Note, the Agreement and all other documents executed or given thereunder, and the performances hereunder and thereunder by Borrower, as applicable, will not constitute a breach of or default under any instrument or agreement to which Borrower may be a party nor, to the best of Borrower's knowledge , will the same constitute a breach of or violate any law or governmental regulation.

17. Approvals.

Any review or approval of any matter by the City or any City official or employee under this ote shall be solely for the benefit of City, and neither Borrower nor any other person shall rely upon such review or approval as an indication of the wisdom, soundness, safety, appropriateness, or presence or absence of any matter. Without limiting the generality of the foregoing, Borrower and not City shall be solely responsible for assuring compliance with laws, the suitability of the Property for the Project, the adequacy of the plans, and the safety of the Project construction site, the completed Project, and the operation thereof.

18. Waiver.

Subject to Section 4, Borrower agrees that it will still be liable for repayment of this Amended and Restated City Loan Note, even if the holder hereof does not follow the procedures of presentment, protest, demand, diligence, notice of dishonor and of nonpayment, which requirements are hereby waived. Failure of City or other holder hereof to exercise any right or remedy hereunder shall not constitute a waiver of any future or other default. No acceptance of a past due installment or indulgence granted from time to time shall be construed to be a waiver of, or to preclude the exercise of, the right to insist upon prompt payment thereafter or to impose late charges retroactively or prospectively, or to waiver or preclude the exercise of, the right to insist upon prompt payment thereafter or to impose late charges retroactively or prospectively , or to waive or preclude the exercise of any other rights which City may have. [Signatures on the following page]
12 22 11 \08\3884045.2
IN WITNESS WHEREOF , Borrower has executed this Amended and Restated City Loan Note as of the date and year first above written.

Dated: , 2026 --------
AMERICAN FAMILY HOUSING , a California
onprofit Public Benefit Corporation

MYLES ANTHONY PEINEMA II
Chief Executive Officer
Francisco Flores
Chief Financial Officer
APPROVED AS TO FORM :

Dated: _____ __ , 2026 Aaron C. Harp
City Attorney
13 221 1 \08\3884045.2
2211\08\3882959.2
ATTACHMENT NO. 18

AMENDED PROJECT BUDGET

DEVELOPMENT BUDGET
CATEGORY TOTAL COST $ PER UNIT $ PER BDRM $ PER SF BLDG% OF TOTAL

LAND COSTS I ACQUISITION
Land Cost or Value 24,000,000 307,692 300,000 491.36
Total Land Cost 24,000,000 307,692 300,000 491.36

REHABILITATION
Site Work 986,987 12,654 12,337 20.21
Structures 14,305,237 183,400 178,815 292.88
General Requirements 1,184,384 15,184 14,805 24.25
Contractor Overhead 789,590 10,123 9,870 16.17
Contractor Profit 789,590 10,123 9,870 16.17
Prevailing Wages 1.973,974 25,307 24,675 40.41
Total Rehabilitation Costs 20,029,762 256,792 250,372 410.08 RELOCATION EXPENSES 26,903 345 336 0.55

ARCHITECTURAL FEES
Design 842,856 10,806 10,536 17.26
Total Architectural Costs 842,856 10,806 10,536 17.26

PERMANENT FINANCING
Credit Enhancement/Application Fee 16,960 217 212 0.35
Title & Recording 80,850 1,037 1,011 1.66
Taxes 157,480 2,019 1,969 3.22
Insurance 899,346 11,530 11,242 18.41
Total Pennanent Financing Costs 1,154,636 14,803 14,433 23.64

LEGAL & CONSUL TING FEES
Financial Consulting 10,000 128 125 0.20
Entitlement Services 5,072 65 63 0.10
Owner Legal 76,990 987 962 1.58
Total Legal & Consulting 92,062 1,180 1,151 1.88

RESERVES
3-Month Operating Reserve 397,465 5,096 4,968 8.14
Transition Reserve 50,000 641 625 1.02
Total Reserve Costs 447,465 5,737 5,593 9.16

CONTINGENCY
Hard + Soft Cost Contingency (remaining) 110,000 1,410 1,375 2.25

OTHER PROJECT COSTS
Environmental Audit 64,625 829 808 1.32
Local Development Impact Fees 390,000 5,000 4,875 7.98
Permit Processing Fees 471 ,796 6,049 5,897 9.66
Furnishings (PSH) 155,000 1,987 1,938 3.17
CASp & Construction Mgmt 182,000 2,333 2,275 3.73
Site Cleanup/ Security 149,701 1,919 1,871 3.06
Soils / Inspector I Low Voltage 416,327 5,338 5,204 8.52 Total other Project Costs 1,829,449 23,454 22,868 37.45

DEVELOPER COSTS
Developer Overhead/Profit 1,550,000 19,872 19,375 31.73 Processing Agent 10,000 128 125 0.20
Total Developer Costs 1,560,000 20,000 19,500 31.94
TOTAL PROJECT COST 50,093,1 33 642,220 626,164
22 11 \08\3882959.2
ATTACHMENT NO. 19

AMENDED PROJECT PROFORMA
OPERATING PROFORMA- 55-YEAR PROJECTION
Year 1: Monthly Detail I Years 2- 55: Annual
ASSUMPTIONS YEAR1 YEAR2 YEAR3 YEAR4 YEARS YEARS YEAR7 YEARS YEAR9 YEAR10 YEAR11 YEAR12 INCOME
Resldential Income
PBVNASH Income
Commercial Income
Laundry & Miscellaneous
Gross Income
Less: Vacancy
Effective Gross Income

OPERA TING EXPENSES

1. MANAGEMENT
Contract Management Fee
Total Management

2. AOMINISTRA TION
Marketing
Audit
Legal
Office Expenses
Total Administration

3. SALARIES & BENEFITS
On-Site Manager/Asst. Manager
Maintenance Personnel
Payroll Taxes, Ins & Vv'Kr. Comp.

Total salaries & Benefits

4. MAINTENANCE
Supplies
Repairs Contract
Pest Control
Grounds Contract
Total Maintenance

5. UTILITIES
Trash Removal
Electricity
Water/Sewer
Gas
Total Utllltle1

6. INSURANCE
Property & Liability Insurance
Total Insurance

7. 0THER
Loan Monitoring
seculity
Total Other
Real Estate Taxes & Assessments
Support Services

TOTAL OPERATING EXPENSES
OTAL EXPENSES INCL. TAXES & SERVICES
Replacement Reserve

TOTAL EXPENSES & RESERVES

NET OPERA TING INCOME

2.5% 298,368

2.5% 1,449,120

2.5% 208,200

2.5% 11,232
1,986,920

10.0% (196,692)
1,770,228

3.5% (65,520)

3.5% (65,520)

3.5% (5,000)

3.5% (6,000)

3.5% (6,000)

3.5% (20,000)

3.5% (37,000)

3.5% (119,934)

3.5% (58,000)

3.5% (60,750)

3.5% (238,684)

3.5% (20,000)

3.5% (62,475)

3.5% (31 ,238)

3.5% (31 ,238)

3.5% (144,951)

3.5% (10,800)

3.5% (86,190)

3.5% (67,300)

3.5% (50,000)

3.5% (214,290)

3.5% (60,400)

3.5% (60,400)

3.5% (5,511 )

3.5% (119,000)

3.5% (124 ,511)

3.5% (34,863)

3.5% (324,250)
(885,356)
1,244 469

3.5% (39,000)
-lmmll
486,759
305,827 313,473 321,310 329,342
1,485,348 1,522,482 1,580,544 1,599,5 57
213,405 21 8,740 224,209 229,814
11 ,513 11 ,801 12,096 12,398
2,016,093 2,066,495 2,118,158 2,171,112
(201,609) (206,650) (211,816) (217,111)
1,814,484 1,859,846 1,906,342 1,954,000
(67,813) (70,187) (72,643) (75,166)
(67,813) (70,187) (72,643) (75,186)
(5,175) (5,358) (5,544) (5,738)
(6,210) (6,427) (6,652) (6,885)
(6,210) (6,427) (6,652) (6,885)
(20,700) (21,425) (22,174) (22,950)
(38,295) (39,635) (41,023) (42,458)
(124,132) (128,476) (132,973) (137,627)
(60,030) (62,131) (64,306) (66,558)
(62,876) (65,077) (67,355) (69,712)
(247,038) (255,684) (264,633) (273,895)
(20,700) (21,425) (22,174) (22,950)
(64,662) (66,925) (69,267) (71 ,691)
(32,331) (33,463) (34,834) (35,846)
(32,331) (33,463) (34,634) (35,846)
(150,024) (155,275) (160,710) (166,335)
(1 1,178) (11,589) (11 ,974) (12,393)
(89,207) (92,329) (95,560) (98,905)
(69,656) (72,093) (74,617) (77,228)
(51,750) (53,581) (55,436) (57,376)
(221,790) (229,553) (237,587) (245,903)
(62,514) (64,702) (66,967) (69,310)
(62,51 4) (64,702) (66,967) (69,3 10)
(5,704) (5,904) (6,110) (6,324)
(123,165) (127,476) (131,937) (136,555)
(128,869) (133,379) (138,048) (142,879)
(36,083) (37,346) (38,653) (40,006)
(335,599) (347,345) (359,502) (372,084)
(916,343) (948,415) (981,610) (1,015,966)
(1 ,288,025) (1 ,333,106) (1 ,379,765) (1,428,057 )
(40,365) (41,778) (43,240) (44,753)
486 ,093 484 ,962 483,337 481 ,190
337,576 346,015 354,666 363,532 372,621 381,936 391,485 1,639,546 1,680,535 1,722,548 1,765 ,61 2 1,809,752 1,854,996 1,901,371 235,559 241,448 247,484 253,671 260,01 3 266,514 273,176 12,708 13,026 13,351 13,685 14,027 14,378 14,737
2,225,389 2,281 ,024 2,338,050 2,396,501 2,456,414 2,517,824 2,580,769 (222,539) (228,102) (233,805) (239,650) (245,641) (251 ,782) (258,077) 2,002,850 2,052,922 2,1 04,246 2,156,851 2,210,772 2,266,042 2,322,693 (77,817) (80,541) (83,360) (86,277) (89,297) (92,422) (95,657) (77,817) (80,541) (83,360) (86,277) (89,297) (92,422) (95,657) (5,938) (6,146) (6,361) (6,584) (6,814) (7,053) (7,300) (7,126) (7,376) (7,634) (7,901) (8,177) (8,464) (8,760) (7,126) (7,376) (7,634) (7,901) (8,177) (8,464) (8,760) (23,754) (24,585) (25,446) (26,336) (27,258) (28,212) (29,199) (43,944) (45,482) (47,074) (48,722) (50,427) (52,192) (54,019) (142,444) (1 47,430) (152,590) (157,930) (163,458) (169,179) (175,100) (68,866) (71,297) (73,792) (76,375) (79,048) (81,815) (84,678) (72,152) (74,677) (77,291) (79,996) (82,796) (85,694) (88,693) (283,482) (293,404) (303,673) (314,301) (325,302) (336,687) (348,471) (23,754) (24,585) (25,446) (26,336) (27,258) (28,212) (29,199) (74,201) (76,798) (79,486) (82,268) (85,147) (88,127) (91,212) (37,101) (38,399) (39,743) (41,134) (42,574) (44,064) (45,607) (37,101) (38,399) (39,743) (41,134) (42,574) (44,064) (45,607) (172,156) (178,182) (184,418) (190,873) (197,553) (204,468) (211,624) (12,827) (13,276) (13,741 ) (14,222) (1 4,71 9) (1 5,234) (15,768) (102,367) (105,950) (109,658) (11 3,496) (117,468) (121,580) (125,835) (79,931) (82,729) (85,624) (88,621) (91,723) (94,933) (98,256) (59,384) (61,463) (63,614) (65,840) (68,145) (70,530) (72,998) (254,509) (263,417) (272,637) (282,179) (292,055) (302,277) (312,857) (71,736) (74,247) (76,846) (79,535) (82,319) (85,200) (88,182) (71,736) (74,247) (76,846) (79,535) (82,319) (85,200) (88,182) (6,545) (6,774) (7,012) (7,257) (7,511) (7,774) (8,046) (141 ,335) (146,281) (151,401) (158,700) (162,185) (167,861) (173,736) (147,880) (153,058) (158,413) (163,957) (169,696) (175,635) (181,782) (41,406) (42,858) (44,355) (45,908) (47,515) (49,178) (50,899) (385,107) (398,566) (412,537) (426,975) (441,919) (457,387) (473,395) 11 ,051 ,525) 11,088,329) (1,126,420) (1 ,165,845) 11,206,649) (1 ,248,882) (1 ,292,593) (1,478,039 ) (1,529,770) (1 ,583,312) (1,638,728) (1,696 ,084) (1 ,755,446) (1,816,887) (46,320) (47,941) (49,819) (51,358) (53,153) (55,0 13) (56,939) 478 ,492 475 ,211 471 ,314 466 ,767 461 ,536 455 ,582 448 ,867 YEAR 13 YEAR 14 YEAR 15 YEAR 16 YEAR 17 YEAR 18 YEAR 19 YEAR 20 YEAR 21 YEAR 22 YEAR 23 YEAR 24 YEAR 25 YEAR 26 YEAR 27 YEAR 28 YEAR 29 401 ,272 411,304 421,586 432 ,126 442 ,929 454 ,002 465 ,352 476 ,986 488 ,911 501 ,133 513 ,662 526,503 539 ,666 553 ,158 566 ,987 581 ,161 595 ,690 1,948 ,905 1,997 ,628 2,047 ,569 2,098,758 2,151,227 2,205 ,007 2,260 ,133 2,316 ,636 2,374 ,552 2,433 ,916 2,494 ,764 2,557,133 2,621 ,061 2,886 ,587 2,753,752 2,822,596 2,893 ,161 280,006 287,006 294,181 301 ,536 309 ,074 316,801 324,721 332,839 341,160 349,689 358 ,431 367,392 376,577 385,991 395,6 41 405,532 415,670 15,106 15,483 15,871 16,267 16,674 17,091 17 ,518 17,956 18,405 18,865 19,337 19,820 20 ,316 20,824 21,344 21 ,878 22 ,425 2,645 ,289 2,711,421 2,779,206 2,848 ,687 2,919,904 2,992 ,901 3,067 ,724 3,144 ,417 3,223,027 3,303 ,603 3,386,1 93 3,470 ,848 3,557 ,619 3,646 ,560 3,737 ,724 3,831,167 3,926 ,946 (264,529) (271,142) (277,921) (264,869) (291 ,990) (299,290) (306 ,772) (314.4 42) (322,303) (330,360) (338,819) (347,085) (355 ,762) (364,856) (373,772) (383,117) (392 ,695) 2,380 ,760 2,440,279 2,501,286 2,563 ,818 2,627 ,913 2,693,611 2,760 ,952 2,829,975 2,900,72 5 2,973,243 3,047 ,574 3,123, 763 3,201,857 3,281 ,904 3,363,951 3,448,050 3,534 ,251 (99,005) (102 ,470) (106,057) (109 ,789) (113 ,811) (117 ,587) (121,703) (125 ,962) (130 ,371) (134 ,934) (139 ,857) (1 44 ,545) (149 ,604) (154,640) (180 ,259) (165,868) (171 ,674) (99 ,005) (102,470) (106 ,057) (1 09 ,789) (113 ,811) (117,587) (121,703) (125 ,962) (130,371) (1 34 ,934) (139,857) (144 ,545) (149 ,604) (154 ,640) (160 ,259) (165 ,868) (171 ,674) (7 ,555) (7,820) (8,093) (8,377) (6,670) (6,973) (9,287) (9,813) (9,949) (10,297) (10,658) (11,031) (11,417) (11 ,816) (12,230) (12,658) (13,101) (9,068) (9,364) (9,712) (10,052) (10 ,404) (10 ,768) (11 ,145) (11 ,535) (11 ,939) (12,357) (12,789) (13,237) (13.700) (14,179) (14,876) (15,189) (15 ,721) (9,068) (9,384) (9,712) (10,052) (10,404) (10,768) (11 ,145) (11 ,535) (11,939) (12,357) (12,789) (13,237) (13,700) (14,179) (1 4,876) (15,189) (15,721) (30,221) (31 ,279) (32,374) (33,507) (34,680) (35,89 4) (37 ,150) (38,450) (39,796) (41 ,189) (42,630) (44 ,122) (45,667) (47 ,265) (48,919) (50,63 1) (52 ,403) (55,910) (57,866) (59,892) (61,988) (84,157) (66,403) (88,727) (71 ,133) (73,622) (76,199) (78,866) (81 ,826) (84,483) (87,440) (90,500) (93,668) (96 ,946) (181 ,229) (187 ,572) (194,137) (200 ,931) (207 ,964) (215,2 43) (222 ,776) (230 ,573) (238,843) (248 ,996) (255,641) (264,588) (273 ,849) (283 ,433) (293,354) (303 ,621) (314 ,248) (87,642) (90,709) (93,884) (97,170) (100,571) (104,091) (107 ,734) (111 ,505) (115 ,408) (119 ,447) (123 ,628) (127 ,955) (132,433) (137 ,068) (141,886) (1 46,831) (151,970) (91,797) (95,010) (98,336) (101,777) (105,340) (109 ,027) (112 ,842) (118.792) (120 ,880) (1 25 ,110) (129 ,489 ) (134,021) (138.712) (143 ,567) (148 ,592) (153 ,793) (159,175) (360 ,668) (373,291) (386,358) (399 ,879) (413,875) (428 ,360) (443 ,353) (456,870) (474,931) (491 ,553) (508 ,758) (526,564) (544 ,994) (564 ,069) (583 ,811) (604,245) (625,393) (30,221) (31 ,279) (32,374) (33,507) (34,680) (35,894) (37,150) (38,450) (39.796) (41,189) (42 ,630) (44,122) (45 ,667) (47 ,265) (48 ,919) (50,631) (52 ,403) (94,404) (97,708) (101,128) (104 ,867) (108,331) (112 ,122) (116 ,047) (120 ,108) (124,312) (128 ,663 ) (133 ,166) (137 ,827) (142 ,651) (1 47,644) (152 ,811) (158,160) (163 ,695) (47 ,203) (48,855) (50,565) (52,335) (54,186) (56,062) (58,024) (60,055) (62 ,157) (64 ,333) (88,584) (86,91 5) (71 ,327) (73,823) (76,407) (79,081) (81 ,849) (47,203) (48 ,855) (50,585) (52,335) (54,186) (58,062) (56,024) (60,055) (62,157) (64,333) (88,564) (86,9 15) (71 ,327) (73,823) (78,407) (79,081) (81 ,849) (219,031) (228,897) (234,631) (242,843) (251 ,343) (260,1 40) (269 ,245) (278 ,668) (288 ,422) (298 ,517) (308 ,965) (319,77 9) (330 ,971) (342 ,555) (354 ,544) (366,953) (379,797) (16,320) (16,891) (17,48 2) (18,094) (16,727) (19,3 82) (20,061) (20,763) (21 ,490) (22,2 42) (23,020) (23,826) (24,660) (25,523) (26,416) (27,341) (28 ,298) (130,239) (134,797) (139,51 5) (144,398) (149 ,452) (1 54 ,683) (160,097) (165,700) (171,500) (177,502) (183,715) (190 ,145) (196, 800) (203,688) (210, 817 ) (218 ,196) (225 ,833) (101,695) (105,254) (108,938) (112 ,751) (116,697) (120 ,782) (125,009) (129,38 4) (133 ,913) (138 ,600) (143, 451) (148 ,472) (153,668) (159,0 48) (164 ,613) (170,374) (176,338) (75,553) (78,198) (80,935) (83,787) (86,699) (89,734) (92,87 4) (96,125) (99,489) (1 02 ,972) (106,576) (110,306) (114,166) (1 18,182) (122,298) (126,578) (131,009) (323,807) (335,140) (346,870) (359 ,011) (371,576) (364 ,581) (398,041) (411 ,973) (426,392) (441 ,318) (458 ,762) (472,748) (489 ,294) (506,420) (524 ,144) (542,490 ) (561 ,477) (91,269) (94,463) (97,789) (101 ,191) (1 04 ,733) (108 ,398) (112,192) (116 ,119) (120 ,183) (124 ,390) (128,743) (133 ,249) (137 ,913) (142 ,740) (147 ,736) (152 ,907) (158 ,258) (91 ,269) (94,463) (97.76 9) (101 ,191) (104 ,733) (108,398) (112,192) (116 ,119) (120 ,183) (124 ,390) (128,7 43) (133 ,249) (137 ,913) (142 ,740) (147 ,736) (152,907) (158,258) (8,327) (8,619) (8,921) (9,233) (9,556) (9,890) (10,237) (10,595) (1 0,966) (11,3 50) (11 ,747) (12,158) (12,583) (13,024) (13,480) (13,951) (14 ,440 ) (179 ,817) (188,111) (192,625) (199 ,387) (206 ,344) (213 ,566) (221,041) (228,778) (238 ,785) (245,072) (253,850) (262 ,528) (271 ,718) (281 ,228) (291 ,069) (301 ,256) (311 ,600) (188 ,145) (194 ,730) (201,545) (208 ,599) (215 ,900) (223 ,457) (231 ,278) (239,373) (247 ,751) (256 ,422) (265,397) (274,6 86) (284 ,300) (294 ,250) (304 ,549) (315 ,208) (328 ,240) (52,860) (54,524) (56,433) (58,408) (80,452) (82,568) (64,758) (87,024) (89,37 0) (71 ,798) (74,311) (76,912) (79,804) (82,390) (85,273) (88,258) (91,3 47) (489,964) (507,113) (524,862) (543,232) (562 ,245) (581 ,924) (602,291) (823,371) (645 ,189) (667 ,771) (691,143) (715,333) (740 ,369) (786 ,282) (793 ,102) (820,861) (649 ,591) (1 ,337 ,834 ) (1,384 ,658) (1 ,433,121) (1 ,483 ,280) (1,535,1 95) (1,588 ,927) (1,644 ,539 ) (1,702 ,098) (1 ,761,672) (1,823 ,330) (1,887,147 ) (1 ,953 ,1 97) (2,021 ,559) (2,092 ,313) (2,165 ,544) (2,241 ,338) (2,319,785) (1,880,478) (1 ,946 ,295) (2,014 ,415) (2,084 ,920) (2,157,892) (2,233,418) (2,311,588) (2,392,493) (2,476,231) (2,562,899) (2,652,600) (2,745,44 1) (2,841,532) (2,940,985) (3,043 ,920) (3,150,457) (3,26 0,723) (58,932) (80,994) (63,129) (85,339) (87,625) (69,992) (72,442) (74,978) (77,602) (80,318) (83,129) (86 ,038) (89,050) (92 ,167) (95,392) (98 ,731) (102 ,187) 441 ,350 432 ,990 423 ,742 413 ,560 402 ,396 390,201 376,922 362,504 346 ,892 330 ,026 311 ,845 292 ,284 271 ,276 248,752 224,639 198,862 171 ,342 YEAR 30 YEAR 31 YEAR 32 YEAR 33 YEAR 34 YEAR 35 YEAR 36 YEAR 37 YEAR 38 YEAR 39 YEAR 40 YEAR 41 YEAR 42 YEAR 43 YEAR 44 YEAR 45 YEAR 46 610,582 625,847 641,493 657 ,531 673 ,969 690,818 708,088 725,791 743,935 762,534 781,597 801 ,137 821,166 841,695 862,737 884,305 906,41 3 2,965,490 3,039,627 3,115,618 3,193,508 3,273,346 3,355,180 3,439,059 3,525,036 3,613,161 3,703,491 3,796,078 3,890,980 3,988,254 4,087,961 4,190,160 4,294,914 4,402,286 426,062 436,71 4 447,631 458,822 470,293 482,050 494,101 506,454 519,115 532,093 545,395 559,030 573,006 587,331 602,014 617,065 632,491 22,985 23,560 24,149 24,753 25,371 26,006 26,656 27,322 28,005 28,705 29,423 30,159 30,913 31,685 32,478 33,289 34,122 4,025,1 20 4,125,748 4,228,891 4,334,614 4,442,979 4,554,053 4,667,905 4,784,602 4,904,217 5,026,823 5,152,493 5,281 ,306 5,413,338 5,548,672 5,687,389 5,829,573 5,975,313 (402,512) (412,575) (422,889) (433,481) (444,298) (455,405) (466,790) (478,460) (490,422) (502,682) (515,249) (528,131) (541 ,334) (554 ,867) (568,739) (582,957) (597,531) 3,622,608 3,713,173 3,806,002 3,901,152 3,998,681 4,098,648 4,201,114 4,306,142 4,413,796 4,524,141 4,637,244 4,753,175 4,872,005 4,993,805 5,118,650 5,246,616 5,377,781 (177,682) (183,901) (190,338) (196,999) (203,89 4) (211,031) (218,417) (226,061) (233,974) (242,163) (250,638) (259.411) (268,490) (277,887) (287,613) (297,680) (308,099) (177,682) (183,901) (190,338) (196,999) (203,89 4) (211 ,031) (218,417) (226,061) (233,974) (242,163) (250,638) (259,411) (268,490) (277,887) (287,613) (297,680) (308,099) (13,559) (14,034) (14,525) (15,034) (15,560) (16,104) (16,668) (17,251) (17,855) (18,480) (19,127) (19,796) (20,489) (21,206) (21,949) (22,717) (23,5 12) (16,271) (16,841) (17,430) (18,040) (18,672) (19,325) (20,002) (20,702) (21,426) (22,176) (22,952) (23,756) (24,567) (25,448) (26,336) (27,260) (26,214) (16,271) (16,641) (17,430) (18,040) (1 6,672) (19,325) (20,002) (20,702) (21,426) (22,176) (22,952) (23,756) (24,587) (25,448) (26,338) (27,260) (26,2 14) (54,238) (56,136) (58,101) (60,134) (62,239) (64,417) (66,672) (69,005) (71,421) (73,920) (76,507) (79,185) (81,957) (64,825) (87,794) (90,867) (94,047) (100,339) (103,651) (107,466) (111,246) (115,142) (119,172) (123,343) (127,660) (132,128) (136,752) (141,539) (1 46,493) (151,620) (156,927) (162,419) (168,104) (173,987) (325,246) (336,630) (346,412) (360,606) (373,226) (386,291) (399,811) (413,804) (428,287) (443,277) (458,792) (474,850) (491 ,470) (508,671) (526,475) (544,90 1) (563,973) (157,289) (162,794) (168,492) (174,389) (180,493) (186,810) (193,348) (200,115) (207,119) (214,369) (221,872) (229,637) (237,67 4) (245 ,993) (254,603) (263,514) (272,737) (164,747) (170,513) (176,481) (182,657) (189,050) (195,667) (202,516) (209,604) (216,940) (224,533) (232,391) (240,525) (248,943) (257,656) (286,674) (276,008) (285,668) (647,282) (669,937) (693,385) (717,653) (742,771) (768,768) (795,675) (823,523) (852,347) (882,179) (913,055) (945,012) (978,087) (1,012,320) (1,047,752) (1,084,423) (1,122,378) (54,238) (56,136) (58,101) (60,134) (62,239) (64,417) (66,672) (69,005) (71 ,421) (73,920) (76,507) (79,185) (81,957) (84,825) (87,794) (90,867) (94,047) (169,425) (175,354) (181,492) (187,844) (194,419) (201,223) (208,266) (21 5,555) (223,1 00) (230,908) (238,990) (247,355) (256,012) (264,973) (274,247) (283,845) (293,780) (84,714) (87,679) (90,747) (93,924) (97,211) (100,613) (104,135) (107,779) (111,552) (11 5,456) (119,497) (123,679) (128,00 8) (132,488) (137,126) (1 41 ,925) (1 46,892) (84,714) (87,679) (90,747) (93,924) (97,211) (100,613) (104,135) (107,779) (111 ,552) (115,456) (119,497) (123,679) (128,008) (132,488) (137,126) (141,925) (1 46,892) (393,089) (406,848) (421 ,087) (435,825) (451 ,079) (466,867) (483,207) (500,120) (517,624) (535,741) (554,491) (573,899) (593,985) (614,775) (636,292) (658,562) (681,612) (29,288) (30,313) (31,374) (32,472) (33,609) (34,785) (36,003) (37,263) (38,567) (39,917) (41 ,314) (42,760) (44,257) (45,806) (47,409) (49,068) (50,785) (233,737) (241 ,918) (250,385) (259,148) (268,218) (277,606) (287,322) (297,378) (307,787) (318,559) (329,709) (341,249) (353,192) (365,554) (378,348) (391 ,591) (405,296) (1 82,509) (188,897) (195,509) (202 ,351) (209,434) (216,764) (224,351) (232,203) (240,330) (248,742) (257,448) (266,458) (275,784) (285,437) (295,427) (305,767) (316,469) (135,594) (1 40,340) (145,252) (150,335) (155,597) (161 ,043) (166,680) (172,513) (178,551) (184,801) (191,269) (197,963) (204,892) (212,063) (219,48 5) (227,167) (235,118) (581 ,128) (601,468) (622,519) (644,307) (666,858) (690,198) (714,355) (739,358) (765,235) (792,018) (819,739) (848,430) (878,125) (908,859) (940,669) (973,593) (1,007,868) (163,797) (169,530) (175,464) (181 ,605) (187,961) (194,540) (201,349) (208,396) (215,690) (223,239) (231,052) (239,139) (247,509) (256,172) (265,138) (274,418) (284,022) (163,797) (169,530) (175,464) (181,605) (187,961) (194,540) (201,349) (208,396) (215,690) (223,239) (231,052) (239,139) (247,509) (256,172) (265,138) (274,41 8) (284,022) (1 4,945) (15,468) (16,010) (16,570) (17,150) (17,750) (18,371) (19,014) (19,680) (20,369) (21 ,082) (21,819) (22,583) (23,374) (24,192) (25,038) (25,915) (322,713) (334,008) (345,699) (357 ,796) (370,321) (383,282) (396,697) (410,582) (424,952) (439,825) (455,219) (471,152) (487,642) (504,710) (522 ,375) (540,658) (559,581) (337,659) (349,477) (361,708) (374,368) (387,471) (401 ,033) (415,069) (429,596) (444,632) (460,194) (476,301) (492,971) (510,225) (528,083) (546,566) (565,696) (585,495) (94,544) (97,853) (101,278) (104,823) (108,492) (112,289) (116,219) (120,287) (124,497) (128,854) (133,364) (138,032) (142,863) (1 47,863) (153,038) (158,395) (163,938) (879,326) (910,103) (941,956) (974,925) (1,009,047) (1,044,364) (1 ,080,917) (1,118,749) (1 ,157,905) (1,198,432) (1,240,377) (1,283,790) (1,328,723) (1,375,228) (1,423,361) (1,473,179) (1,524,740) (2,400,977) (2,485,012) (2,571,987) (2,662,007) (2,755,1 77) (2,851 ,608) (2,951,414) (3,054,714) (3,1 61 ,629) (3,272,286) (3,386,816) (3,505,354) (3,628,042) (3,755,023) (3,886,449) (4,022,475) (4,163,261) (3,374,848) (3,492,968) (3,615,222) (3,741,754) (3,872,716) (4,008,261 I (4,148 ,550) (4,293,749) (4,444,03 0) (4,599,572) (4,760,557) (4,927 ,176) (5,099,627) (5,278,114) (5,462,848) (5,654,048) (5,851 ,939) (105,763) (109,465) (1 13,296) (117,262) (121,366) (125,614) (130,010) (134,560) (139,270) (144,144) (149,189) (154,411) (159,818) (165,409) (171,198) (177,190) (183,392) 141 ,996 110,740 77,484 42,136 4,600 (35,226) (77 ,446) (122 ,167) (16 9,505) (219 ,575) (272,502) (328 ,412) (387 ,438) (449 ,718) (515 ,397) (584 ,622) (657 ,550) YEAR 47 YEAR 48 YEAR 49 YEAR 50 YEAR 51 YEAR 52 YEAR 53 YEAR 54 YEAR 55 929 ,073 952 ,300 976,108 1,000,510 1,025 ,523 1,051 ,161 1,077 ,440 1,1 04 ,376 1,131 ,986 4,512 ,344 4,625 ,152 4,740,781 4,859 ,300 4 ,980,783 5,105 ,303 5,232,935 5,363 ,759 5,497 ,852 648 ,304 864 ,511 681 ,124 698,152 715 ,606 733, 496 751,834 770 ,629 789,895 34,975 35,849 36,745 37,664 38,606 39,571 40,560 41 ,574 42,613 6,1 24,696 6,277,81 3 6,434,758 6,595,627 6,760,618 6,929,531 7,102,769 7,280,338 7,462,347 (612 ,470) (827,781) (643,476) (659 ,563) (676 ,052) (692,953) (710 ,277) (728,034) (746 ,235) 5,512,226 5,650,032 5,791 ,282 5,936,064 6,084,466 6,236,578 6,392,492 6,552,304 6,716,112 (318,882) (330,043) (341,594) (353,550) (365,92 4) (378,732) (391,987) (405 ,707) (419 ,907) (318 ,882) (330,043) (341,594) (353 ,550) (365,924) (376,732) (391 ,987) (405,707) (419 ,907) (24,335) (25,186) (26,068) (28,980) (27,925) (26 ,902) (29,914) (30,961) (32 ,044 ) (29,202) (30,224) (31 ,282) (32,376) (33,510) (34 ,682) (35,896) (37,153) (36,453) (29,202) (30,22 4) (31,282) (32,378) (33,510) (34,682) (35,896) (37,153) (38,453) (97,339) (100,746) (104,272) (107,921) (111 ,699) (115,608) (119 ,654) (123,842) (128 ,177) (180 ,077) (186,380) (192 ,903) (199 ,654) (206 ,642) (213,875) (221,360) (229,108) (237,127) (583 ,712) (804,142) (825,287) (647,172) (669 ,823) (693 ,266) (717 ,531) (742,644) (768,637) (262,2 63) (292,162) (302,38 8) (312,972) (323 ,926) (335 ,263) (346,997) (359,142) (371 ,712) (295,687) (306,015) (316 ,726) (327 ,811) (339 ,284) (351 ,159) (383 ,450) (376 ,171) (369,337) (1 ,161 ,661) (1,202, 319) (1,244,400) (1 ,287 ,954) (1,333, 033) (1,379, 689) (1,427 ,978) (1 ,477 ,957) (1 ,529,686) (97,339) (100,7 46) (104,272) (107,921) (111,699) (115,608) (119,654) (123,842) (128,177) (304,062) (314,704) (325,719) (337,119) (348 ,918) (361 ,130) (373,770) (386 ,852) (400,392) (152 ,034) (157,355) (162,862) (168,562) (174,462) (180 ,568) (166,888) (193,429) (200 ,199) (152 ,034) (157,355) (162 ,862) (168,562) (174,462) (180 ,568) (1 86,888) (193,429) (200, 199) (705,468) (730,159) (755,715) (782,165) (809 ,541) (837,87 5) (867,200) (897 ,552) (928,967) (52,563) (54,403) (56,307) (58,277) (60,317) (62,428) (64,613) (66,875) (69,21 5) (419,482) (434 ,164) (449 ,359) (465,087) (481,385) (498,213) (515 ,650) (533,698) (552,377) (327 ,545) (339,009) (350,875) (363,155) (375,866) (389,021) (402 ,637) (416,729) (431,314) (243,347) (251,864) (260,879) (269,803) (279,246) (289 ,020) (299,136) (309,805) (320 ,442) (1 ,042 ,937) (1,079,440) (1 ,117 ,220) (1 ,156 ,323) (1,196,79 4) (1 ,238 ,682) (1,282 ,036) (1,326 ,907) (1,373 ,349) (293 ,963) (304 ,252) (31 4,901) (325 ,922) (337 ,330) (349 ,136) (361,356) (374,003) (387,093) (293 ,963) (304,252) (314,901) (325,922) (337 ,330) (349 ,136) (361,356) (374 ,003) (387,093) (26,822) (27,760) (28,732) (29,738) (30,779) (31 ,856) (32,971) (34,125) (35,319) (579 ,186) (599,437) (620,417) (642,132) (664,606) (687,868) (711 ,943) (736,861) (762 ,651) (605 ,988) (627 ,197) (649,149) (671,869) (695,385) (719 ,723) (744,914) (770,986) (797 ,970) (189,878) (175 ,615) (181,761) (188 ,123) (194 ,707) (201 ,522) (208,575) (215,875) (223, 431) (1,578 ,106) (1 ,633 ,339) (1,690 ,506) (1,749 ,874) (1 ,810 ,913) (1 ,874,294) (1 ,939 ,895) (2,007 ,791) (2,078 ,064) (4,308,976) (4,459,790) (4,615,882) (4,777,438) (4,944,649) (5,117,711) (5,296,831) (5,482,220) (5,674,098) (6,056,757) (6,268,744) (6,488,150) (6,715,235) (6,950,268) (7,193 ,528) (7,445,301) (7,705,887) (7,975,593) (189,811) (196,454) (203 ,330) (210 ,447) (217,812) (225 ,436) (233,326) (241 ,492) (249 ,944) (73 4 ,342) (815,166) (900,19 7) (989 ,617) (1,0 83,614) (1 ,18 2,386) (1 ,286 ,135) (1,395,074) (1 ,509,425) ATTACHMENT NO. 20

RELEASE OF CONSTRUCTION COVENANTS
22 11\08\3882959.2

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

APN: 439-312-12 Space above for Recorder 's use
Exempt from Recording Fee per Gov. Code§ 27383

RELEASE OF CONSTRUCTION COVENANTS
This RELEASE OF CONSTRUCTION COVENANTS ("Release") is made this day of _ _____ 20 __ , by the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City" ), in favor of AMERICAN FAMILY HOUSING, a California nonprofit public benefit corporation ("Developer").

RECITALS
A. Developer is the owner of that certain real property located at 1400 Bristol Street, in the City of Costa Mesa, County of Orange, State of California, more particularly described in the legal description attached hereto as Exhibit "A" ("Property").

B. On or about February 27, 2025, City and Developer entered into that certain Affordable Housing Loan Agreement ("Agreement"), as amended on _______ , 2026, ("Amendment No. One") which provides for Developer to develop a permanent supportive housing project on the Property, more particularly described therein as the "Project." Capitalized terms not defined herein shall have the meanings set forth in the Agreement.

C. Pursuant to the Agreement and Amendment No. One, City is required to furnish Developer with this Release upon request by Developer after completion of construction of the Project as long as: (1) Developer is not in default under the Agreement and Amendment No. One, (2) the Regulatory Agreement, or any documents related hereto, (3) and the Developer obtains a final waiver of claims and liens and release of rights for the Project.

D. The issuance by City of this Release shall be conclusive evidence that Developer has complied with the terms of the Agreement and Amendment No. One pertaining to the construction of the Project.

NOW, THEREFORE:

1. As provided in the Agreement and Amendment No. One, City does hereby certify that the construction of the Project has been satisfactorily performed and completed, and that such development and construction work complies with the Agreement and Amendment No. One. 1 2211 \08\3884051.2

2. This Release does not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a mortgage or any insurer of a mortgage security money loaned to finance the work of construction of improvements and development of the Property, or any part of thereof.

3. This Release is not a notice of completion as referred to in Section 3093 of the California Civil Code.
[Signatures on the following page]
2 2211\08\3884051.2
IN WITNESS WHEREOF , City has executed this Release as of the date set forth above.

ATTEST:

BY: _________ _
Lena Shumway
City Clerk
APPROVED AS TO FORM:

BY: ------ -----Aaron C. Harp
City Attorney
"CITY"

CITY OF NEWPORT BEACH,
a California municipal corporation and charter
city
BY: -------------Seim one Jurjis
City Manager

CONSENT TO RECORDATION
AMERICAN FAMILY HOUSING , a California nonprofit public benefit corporation , lessee of the Property described herein, hereby consents to the recordation of this Release against the Property .
22 11 \08\3884051.2
"DEVELOPER"
AMERICAN FAMILY HOUSING , a California
Nonprofit Public Benefit Corporation

MYLES ANTHONY PEINEMANN II
Chief Executive Officer
Francisco Flores
Chief Financial Officer
3 EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY

LEGAL DESCRIPTION
That real property located in the State of California, County of Orange, City of Costa Mesa, and described as follows:

PARCEL 2, IN THE CITY OF COSTA MESA , COUNTY OF ORA GE, ST A TE OF CALIFORNIA, AS PER MAP FILED IN BOOK 24 PAGE 23 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM THAT PORTION CO VEYED TO MESA CONSOLIDATED WATER DISTRICT BY DEED RECORDED DECEMBER 31, 1986 AS INSTRUME T NO. 86-656909, OFFICIAL RECORDS .

ALSO EXCEPTING ALL OIL, OIL RIGHTS , MINERALS, MINERAL RIGHTS, NATURAL

GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER

NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND

HEREINABOVE DESCRIBED , TOGETHER WITH THE PERPETUAL RIGHT OF

DRILLING , MINING, EXPLORING AND OPERA TING THEREFORE AND REMOVING

THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO

WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN

THOSE HEREINABOVE DESCRIBED , OIL OR GAS WELLS , TUNNELS AND SHAFTS

INTO, THROUGH OR ACROSS THE SUB SURF ACE OF THE LAND HEREIN ABOVE

DESCRIBED , A D TO BOTTOM SUCH WHIPSTCKED OR DIRECTIO ALLY DRILLED

WELLS , TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR

LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR ,

DEEPEN AND OPERA TE ANY SUCH WELLS OR MINES, WITHOUT , HOWEVER, THE

RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED ,

AS RESERVED IN DEED FROM THE IRVINE COMPANY , A CORPORA TIO , RECORDED MARCH 5, 1968 IN BOOK 8535 PAGE 62 OF OFFICIAL RECORDS.

APN: 439-312-12
4 2211 \08\3884051.2

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

State of California
County of __________ }
On ___________ , 20 __ before me, _____________ , Notary Public, personally appeared _____________________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s) , or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature

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

State of California
County of _________ }
(seal)
On ___________ , 20 __ before me, _____________ , Notary Public, personally appeared _____________________ , proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrnment.

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

WITNESS my hand and official seal.

Signature (seal)
5 22 11 \08\3884051.2