Oxnard City Council
February 18, 2025

STRATEGIC PRIORITIES
This agenda item supports the Quality of Life strategy. The purpose of the Quality of Life strategy is to restore and increase quality services and programs that enrich Oxnard's diverse community, promotes safe neighborhoods, encourages community engagement, and supports our residents in their efforts to improve their quality of life.

FINANCIAL IMPACT
There is no financial impact to the General Fund for adoption of this recommendation. The Housing Department has existing CDBG (Fund 201) appropriations necessary to fund the CDBG Loan Agreement.

Approval of the recommended action will authorize a budget appropriation of $631,900 from the Housing In-Lieu Fees Fund (Fund 360-Subfund7050) available fund balance to fund the In-Lieu Loan Agreement. If approved, the FY 24-25 projected ending fund balance is approximately $1.9 Million.

For Finance Use Only: $268,074 - CDBG Fund 2018105-53600, Project# G2336 - Housing Assistance Loan Grant and $631,900 - Housing In-Lieu Fees Fund (Org. 360-70508105 Obj. 53600 Housing Assist Loan Project #TBD

COMMITTEE OUTCOME
As of the date of this City Council agenda being posted there is not yet an outcome from the Februrary 11, 2025 Community Services, Public Safety, Housing and Development Committee.

Prepared by: Brenda Lopez, Interim Housing Director

ATTACHMENTS

1. Resolution 02.10.2025

2. Attachment 2 - CDBG Loan Documents and Regulatory Agreement 02.10.25

3. In Lieu Loan Documents and Regulatory Agreement 02.10.25 533
RESOLUTION NO. ________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OXNARD AUTHORIZING

THE HOUSING DIRECTOR OR DESIGNEE TO EXECUTE LOAN AGREEMENTS AND

COMPANION NECESSARY DOCUMENTS WITH ETTING ROAD LLC FOR THE

DOLORES HUERTA GARDENS PROJECT
WHEREAS, The Housing Department is requesting authorization to enter into and execute CDBG and In-Lieu Loan Agreements, and companion necessary documents related to the Loan Agreements, with Etting Road LLC, a limited liability corporation ("Etting Road LLC"), (as the Project sponsor) in the amount of Two Hundred and Sixty-Eight Thousand Seventy-Four Dollars ($268,074) for the CDBG loan and Six Hundred and Thirty-One Thousand Nine Hundred Dollars ($631,900) for the In-Lieu loan (collectively the " Loan Agreements") to develop fifty-seven (57) units of affordable lower income rental units and one (1) manager’s unit at 2161 Etting Road (“Project”) in the City which will provide increased affordable housing opportunities in the City; and
WHEREAS, the Loan Agreements will provide the following terms: For the CDBG Loan (a) 3% simple interest; (b) loan agreement term of fifty-five years after issuance of a Notice to Completion for the Project; (c) regulatory agreement term of five years; and (d) repayment of the CDBG Loan will be on a residual receipts basis. For the In-Lieu Loan (a) 3% simple interest; (b) loan and regulatory agreement terms of fifty-five years after issuance of a Notice to Completion for the Project; and (c) repayment of the Loan will be on a residual receipts basis.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OXNARD:

SECTION 1. The above Recitals are hereby incorporated into the operative provisions of this Resolution.

SECTION 2. The City’s Housing Director or Designee is authorized to enter into and execute the Loan Agreements, and any necessary amendments thereto, in the amount of Two Hundred and Sixty-Eight Thousand Seventy-Four Dollars ($268,074) for the CDBG Loan and Six Hundred and Thirty-One Thousand Nine Hundred Dollars ($631,900) for the In-Lieu Loan.

SECTION 3. The terms of the Loan Agreements will be as follows: For the CDBG Loan (a) 3% simple interest; (b) loan agreement term of fifty-five years after issuance of a Notice to Completion for the Project; (c) regulatory agreement term of five years; and (d) repayment of the CDBG Loan will be on a residual receipts basis. For the In-Lieu Loan (a) 3% simple interest; (b) loan and regulatory agreement terms of fifty-five years after issuance of a Notice to Completion for the Project; and (c) repayment of the Loan will be on a residual receipts basis.

SECTION 4. The Housing Director or Designee is authorized to execute any other form of document required by any lender, investor, regulator or other third party involved in the transaction, so long as the Housing Director or Designee, in coordination with the City Attorney, determines that the substance of such document(s) does not materially conflict with the substance and intent of this Resolution.
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SECTION 5. The City Clerk shall certify the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Oxnard on this ___ day of _____________, 2025:

I hereby certify that the foregoing is a true copy of the Resolution adopted by the City Council of the City of Oxnard at a meeting held on the ____ day of _______________, 2025 and carried by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________________
Luis Mc Arthur, Mayor
ATTEST:
________________________________
Lourdes A. López, City Clerk
APPROVED AS TO FORM:
___________________________________
Stephen Fischer, City Attorney
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SUBRECIPIENT AGREEMENT FOR CDBG GRANT FUNDS BETWEEN

THE CITY OF OXNARD AND ETTING ROAD LLC

FOR OFF-SITE INFRASTRUCTURE COSTS IN SUPPORT OF AFFORDABLE

HOUSING DEVELOPMENT IN THE CITY OF OXNARD
This SUBRECIPIENT AGREEMENT FOR CDBG GRANT FUNDS (“Agreement” or “CDBG Subrecipient Agreement”) is made and entered into on ____________, 2025, by and between the City of Oxnard, a municipal corporation (“City” or “Recipient”), and Etting Road LLC, a California limited liability company (“Subrecipient”), jointly referred to herein as the “Parties.”

WITNESSETH
WHEREAS, the City is a Participating Jurisdiction in the funding programs of the federal Department of Housing and Urban Development (“HUD”), and has received funds from HUD pursuant to the Community Development Block Grant program (“CDBG Program”) to be used pursuant to applicable federal regulations (24 CFR Part 570); and WHEREAS, Subrecipient owns that certain real property located at 2161 Etting Road, Oxnard, California 93033, as more particularly described in Exhibit A (the “Property”), upon which Subrecipient intends to construct fifty-eight (58) units of affordable housing, including one (1) manager’s unit (“Project); and
WHEREAS, the City has approved CDBG funding in the amount of Two Hundred and Sixty-Eight Thousand Seventy-Four Dollars ($268,074) for the purpose of assisting the Subrecipient with the costs of off- site infrastructure related to Subrecipient’s development of the Project (the “Work”); and
WHEREAS, this CDBG Subrecipient Agreement sets forth the benefits, entitlements, obligations and responsibilities bestowed upon and agreed to by the Subrecipient in exchange for receiving and using the $268,074 in CDBG Program funds to be used for the Work as described herein; and
WHEREAS, Subrecipient is a “subrecipient” as defined in the Code of Federal Regulations at 24 CFR 570.500(c) and is eligible to perform the Work; and WHEREAS, according to federal regulations 24 CFR 570.503, before disbursing any CDBG funds to a subrecipient, a written agreement shall be signed by the Recipient and Subrecipient; and
WHEREAS, this CDBG Subrecipient Agreement sets forth the responsibilities of the Recipient and the Subrecipient in accomplishing the objectives of the CDBG Program pursuant to the Housing and Community Development Act of 1974 (the Act), as amended; and 536
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WHEREAS, pursuant to 24 CFR 200, 24 CFR 570.500(c) and 24 CFR 570.501(b), the Recipient may provide CDBG funds to public or private nonprofit agencies, authorities or organizations, or for-profit entities authorized under 24 CFR 570.201(o) (referred to collectively and individually as “subrecipients”) to be used by the subrecipients to provide/perform certain eligible services and activities in connection with the Recipient’s desire to develop viable urban communities, through community development activities, as specified in 24 CFR 570.200 and 570.202 (a); and
WHEREAS, Recipient agrees to fund the Work activities of the Subrecipient, and the Subrecipient agrees to perform the Work activities hereinafter described in Exhibit B – Statement of Work, during the Term of this CDBG Subrecipient Agreement, and otherwise subject to the covenants and conditions hereinafter set forth.

AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

I. Statement of Work
A. Activity Description
The Subrecipient agrees to perform during the Term of this CDBG Subrecipient Agreement, all CDBG-eligible activities, tasks, obligations, and projects set forth in the Statement of Work attached to this CDBG Subrecipient Agreement as Exhibit B and incorporated into this CDBG Subrecipient Agreement by this reference.

The Subrecipient and the City have executed the City of Oxnard CDBG Regulatory Agreement and Restrictive Covenants (“CDBG Covenants”) concurrently with this CDBG Subrecipient Agreement. The CDBG Covenants establish a five (5) year compliance period for the Project. During the five (5) year CDBG Covenants compliance period, the Subrecipient shall operate and maintain the Project’s site development in conformance with the CDBG Covenants and with the requirements of this CDBG Subrecipient Agreement. In case of a conflict between the CDBG Covenants and this CDBG Subrecipient Agreement, the more restrictive covenants, standards, and/or requirements shall apply.

The Statement of Work includes a description of the Work, tasks to be performed, a schedule and a budget for the Work. The Subrecipient may request a modification of the Work activities, tasks, schedule or budget in writing to the Recipient. The Recipient shall review each request to modify the activities, tasks, schedule, or budget on a case-by-case basis and will respond to the Subrecipient within thirty (30) calendar days of the request. 537
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B. National Objectives
All activities and projects funded with CDBG funds must meet one of the CDBG Program’s National Objectives: (1) to primarily benefit low- and moderate-income persons; (2) to aid in the prevention or elimination of slums or blight; or (3) to meet community development needs having a particular urgency, as defined in 24 CFR 570.208.

C. Level of Accomplishment – Goals and Performance Measures The Subrecipient certifies that the Work carried out pursuant to this CDBG Subrecipient Agreement will meet the CDBG Program national objective of primarily benefitting low- and moderate-income persons (income eligible persons or households). It is intended for the CDBG funds to be used to fund the costs of off-site infrastructure improvements in furtherance of Subrecipient’s development of the Project. CDBG Program effectiveness is measured through an on-going evaluation of activities, and the Subrecipient agrees to perform the Work according to the goals set forth in Exhibit B.

D. Staffing
Any changes in key personnel assigned or their general responsibilities during the performance of the Work, as described in Exhibit B, must be reported to the Recipient.

E. Performance Monitoring
The Recipient will monitor the Subrecipient’s performance against goals and performance standards, as stated above. Substandard performance, as determined by the Recipient, will constitute noncompliance with this CDBG Subrecipient Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time after being notified by the Recipient, Agreement suspension and/or termination procedures (i.e., default proceedings) will be initiated by the Recipient.

Activities, tasks, schedule, and reporting requirements related to the Work are described in Section 21 (Records and Reports) and in Exhibit B, Sections 2 and 3. In the event that the Work will not be completed as scheduled, the Subrecipient shall notify the Recipient of the completion deficiencies and that said deficiencies shall be corrected within forty-five (45) calendar days.

Failure of the Subrecipient to correct the deficiencies within forty-five (45) calendar days will require the Recipient to schedule a Work Review Conference pursuant to Section 8 (Work Review Conference).

The Recipient will use the Subrecipient’s performance reports to monitor the performance of activities and delivery of services under this CDBG Subrecipient Agreement. In addition, the Recipient’s representative may visit the Subrecipient’s offices to inspect the records required by 538
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HUD to be maintained in order to document the CDBG-funded activities, services and expenditures. These records include copies of the original source documentation that tracks the performance of the off-site infrastructure activities, documents the on-going provision of affordable housing to low- and moderate-income persons / households, demonstrates that the program clients are eligible to receive HUD-funded services, and verifies that funds were expended to perform the activities described in item 1.A., “Activity Description,” above.

On-Going Project Operation tasks, schedule and reporting requirements related to the five (5) year compliance period are described in Exhibit B, Section 4 (On-Going Project Operation) and in the CDBG Regulatory Agreement. Deficiencies in the Subrecipient’s performance and/or of Project compliance, as determined by the Recipient at its sole discretion, may cause the Recipient to implement a thirty (30) day notice and cure period.

II. Payment for Activities and Services
The Recipient shall reimburse the Subrecipient for the activities and services performed by the Subrecipient pursuant to the Scope of Work in Exhibit B and in accordance with the conditions and terms set forth in the “Schedule of Compensation” attached hereto as Exhibit C. The compensation shall be paid at the time and manner set forth in Exhibit C. The Reimbursement Amount shall constitute reimbursement only for allowable costs incurred as a result of the Work activities. The Parties understand and agree that reimbursement of Work costs shall be conditioned upon the Recipient’s receipt of CDBG Program funds from the federal government, as set forth in Section 3 (Availability of Funds), or accumulation of CDBG Program Income, as set forth in Section 18 (Program Income), and as a result of this CDBG Subrecipient Agreement, and shall not be a charge on any other funds of the Recipient. Recipient represents that it currently has Two Hundred and Sixty-Eight Thousand Seventy-Four Dollars ($268,074) from the designated sources set aside and will continue to keep such funds set aside to fully reimburse Subrecipient pursuant to the terms of this Agreement.

All requests for reimbursement shall be submitted as per Section 17 (Fiscal Control) for costs incurred under this CDBG Subrecipient Agreement, along with one (1) set of copies of original source documentation supporting the expenditures by the Subrecipient for the Work identified in Exhibit B – Statement of Work, which shall be submitted to the Recipient in such form acceptable to the Recipient in its sole and absolute discretion. Such documentation shall be submitted prior to any payment, in whole or in part, by the Subrecipient of the Reimbursement Amount.

III. Availability of Funds/Modifications
The Recipient’s provision of funding to the Subrecipient pursuant to this CDBG Subrecipient Agreement is contingent on the availability of CDBG funds and continued federal authorization for CDBG program activities, and is subject to amendment or termination due to lack of funds or authorization. Recipient represents that it currently has Two Hundred and Sixty539 Agreement # 32500404
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Eight Thousand Seventy-Four Dollars ($268,074) from the designated sources set aside and will continue to keep such funds set aside to fully reimburse Subrecipient pursuant to the terms of this Agreement. This CDBG Subrecipient Agreement is subject to written modification and termination as necessary by Recipient in accordance with requirements contained in any future Federal legislation, regulations or Recipient policy. All other modifications must be in written form and approved by both Parties.

IV. Obligation of Funds
The Subrecipient shall not obligate any funds, incur any costs, or initiate identified project(s), which are the subject of this CDBG Subrecipient Agreement, until all environmental review has been completed and certified by Recipient and Recipient has issued a written “Environmental Assessment” form or has received from HUD an “Authorization to Obligate Funds and Incur Costs.”
V. Term of Agreement
The Term of this Agreement shall commence on the date written above and, unless sooner terminated as hereinafter provided, shall terminate fifty-five (55) years from the recordation of a notice of completion issued for the Project. At the conclusion of the Term of this Agreement, all principal and interest are due and payable pursuant to the CDBG Note.

VI. Time for Performance
The Subrecipient shall not perform any work under this CDBG Subrecipient Agreement until Recipient gives the Subrecipient a written approval (which shall serve as an Authorization to obligate funds and incur costs). All activities and services required of the Subrecipient under this CDBG Subrecipient Agreement shall be completed as established in Section VII of this CDBG Subrecipient Agreement.

VII. Timely Completion and Expenditure
Timely completion of the Work is the highest priority of this CDBG Subrecipient Agreement. To ensure timely completion and expenditures, the Subrecipient will demonstrate reasonable progress by:

A. No earlier than January 21, 2025 the Subrecipient shall commence Work activities as described in Exhibit B. This commencement date may be extended only with prior written approval by the Housing Director or Designee in conformance with Section 8 (Work Review Conference).
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B. No later than June 30, 2025, the Subrecipient shall complete all Work activities as described in Exhibit B. This completion schedule may be extended only with prior written approval by the City in conformance with Section 8 (Work Review Conference) but shall in no event be extended beyond December 31, 2025. $268,074 in CDBG funds authorized under this CDBG Subrecipient Agreement must be expended by Subrecipient by no later than April 21, 2025. Additionally, all requests for reimbursements along with documentation to support expenditures being reimbursed with CDBG funds must be submitted by Subrecipient to City staff by no later than April 21, 2025. Failure to meet the April 21, 2025 expenditure and supporting documentation deadline, may result in a loss of any undisbursed CDBG funds.

Failure to meet established performance goals and standards and/or noncompliance with applicable rules and regulations shall constitute non-compliance with the terms of this Agreement.

If the Recipient, in its sole discretion, determines that the Subrecipient fails to meet the performance goals and standards of this CDBG Subrecipient Agreement then pursuant to Section 8 (Work Review Conference) the Recipient may schedule a Work Review Conference and require the Subrecipient to promptly develop and submit a remediation plan to the Recipient for review and approval.

VIII. Work Review Conference:

In the event that quarterly reports required by Section 21 (Records and Reports) indicate the CDBG Program funds will not be expended by April 21, 2025, and/or that the Work as described in Exhibit B will not be completed by June 30, 2025, the Subrecipient will notify the Recipient of the completion deficiencies and correct the deficiencies within forty-five (45) calendar days. Failure of the Subrecipient to correct the deficiencies within forty-five (45) calendar days will require the Recipient to schedule a Work Review Conference.

The Work Review Conference will serve to identify reasons for delayed performances and weaknesses. Based on the Work Review Conference discussions, both the Recipient and the Subrecipient will generate a remediation plan that may include but is not limited to re-design of the Work, amendments to the Work activities, extending the term of the Work activities, or reallocation of the funds to another eligible CDBG project. Approval of said remediation plan shall be at the sole discretion of the City and shall be in conformance with all applicable CDBG Program and HUD regulations.

Failure to comply with this remediation plan and/or this CDBG Subrecipient Agreement will trigger administrative requirements in accordance with 2 CFR Part 200.338 and 2 CFR Part 200.305(b) (6). In addition, such failure shall constitute an event of default under the CDBG Deed of Trust and CDBG Note.

IX. Compensation and Method of Payment
For performance of the Work activities described in Exhibit B, the Recipient shall 541
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reimburse the Subrecipient an amount not to exceed Two Hundred and Sixty-Eight Thousand Seventy-Four Dollars ($268,074) (“Reimbursement Amount”), which shall constitute full and complete compensation hereunder for the Work activities. The Reimbursement Amount will only be paid if reimbursable from the federal government under the Housing and Community Development Act of 1974 for the amount indicated above, or from CDBG program income, as described in 24 CFR 570.500(a), and accumulated as a result of this Agreement. The Reimbursement Amount shall constitute reimbursement only for allowable costs incurred as a result of the Work activities described in Exhibit B.

The Parties understand and agree that such reimbursement, if any, shall be conditioned upon the Recipient’s receipt of CDBG program funds from the federal government or accumulation of CDBG program income, as set forth in Section 18 (Program Income) and as a result of this Agreement, and shall not be a charge on any other funds of the Recipient. The Subrecipient shall use the Payment Request Form (Exhibit D of this Agreement) for reimbursement purposes.

All reimbursement requests shall be submitted via the Request for Payment Form supporting the invoice for costs incurred under this Agreement, along with one (1) set of copies of all original source documentation supporting the expenditures by the Subrecipient for the Work activities, which shall be submitted to the Recipient in such form acceptable to the Recipient in its sole and absolute discretion. Such supporting documentation shall be submitted prior to any payment, in whole or in part, by the Recipient of the Reimbursement Amount.

X. Designated Representative
A. The Recipient’s representative is as follows:

Name and Title: City of Oxnard
Address:

Housing Department
435 S D Street
Oxnard, CA 93030
Attention: Housing Director
B. The Subrecipient’s representative(s), who shall be responsible for job performance, negotiations, contractual matters, and coordination with the Recipient Representative is as follows:

Name and title: Derrick Wada
Director of Real Estate Development
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Cabrillo Economic Development Corporation
Address: 702 County Square Drive, Suite 200
Ventura, CA 93003
The Subrecipient’s professional services shall be actually performed by, or shall be immediately supervised by, the Subrecipient’s representative.

C. Any party may change such address(es) given above by providing notice in writing to the other parties, and thereafter notices shall be transmitted to the new address(es).

XI. Assurances
The Subrecipient hereby assures and certifies that it has complied with the Housing and Community Development Act, applicable regulations, policies, guidelines and requirements, 2 CFR Part 225, as amended and that it will comply with all applicable Federal, State and local laws and regulations as they relate to acceptance and use of Federal funds for this Federally-assisted program. Also, the Subrecipient represents and warrants with respect to the Statement of Work specified in Exhibit B of this Agreement, that it will comply with all of the provisions of 24 CFR Part 570, as applicable. The Subrecipient further represents and warrants that it will comply with any further amendments or changes to said required assurances and certifications, and that during the term of this Agreement it will maintain current copies of said assurances and certifications at the address of the Subrecipient’s representative, as provided in Section 10 (Designated Representative).

XII. Compliance
The Subrecipient agrees that it hereby undertakes the same obligations to Recipient that Recipient has undertaken to HUD pursuant to Recipient’s CDBG application and certifications.

The obligations undertaken by the Subrecipient include, but are not limited to, the obligation to comply with all federal laws and regulations described in Subpart K of 24 CFR Part 570 and specifically with each of the following:

A. The Housing and Community Development Act of 1974 (Public Law 93-383) as amended, and legislative changes contained in the Housing and Urban-Rural Recovery Act of 1983; and the Housing and Community Development Act of 1987, plus all succeeding revisions and amendments to these Acts.
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B. Final regulations of the Department of Housing and Urban Development relating to Community Development Block Grants (Title 24, Chapter V, Part 570 of the Code of Federal Regulations commencing with Section 570.1) dated September 6, 1988; and revisions to 24 CFR Part 570 at Subpart J entitled “Grant Administration” and dated March 11, 1988, plus all succeeding revisions and amendments to these regulations.

C. Land Covenants. This CDBG Subrecipient Agreement is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and 24 CFR 570.601 and 602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, the Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Recipient and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate.

D. Regulations of the Department of Housing and Urban Development relating to environmental review procedures for the Community Block Grant program (Title 24, Subtitle A, Part 58 of the Code of Federal Regulations, commencing at Section 58.1) except that the Subrecipient does not assume Recipient’s environmental responsibilities as described in 24 CFR Part 570.604.

E. Environmental Mitigation: The Subrecipient shall implement and monitor all Project mitigation measures approved in the Project’s National Environmental Policy Act (NEPA) document prepared by the Recipient. The staff responsible for implementing and monitoring mitigation measures shall be clearly identified in the Project construction plan(s).

F. Title VI of the Civil Rights Act of 1964 (Public Law 88-352) as amended; Title VIII of the Civil Rights Act of 1968 (Public Law 90-284) (affirmatively furthering fair housing) as amended; Section 104(b) and 109 of Title I of the Housing and Community Development Act of 1974 as amended; Section 3 of the Housing and Urban Development Act of 1968 (employment priorities for new hires); 12 U.S.C. 1701u (Economic opportunities for low- and very low-income persons); Section 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Age Discrimination Act of 1975; Executive Order 11246 as amended by Executive Order 11375 and 12086; Executive Order 11063 as amended by Executive Order 12259; and HUD regulations heretofore issued or to be issued to implement these authorities relating to civil rights, and pursuant to 24 CFR 570.904(d) and 2 CFR Part 200.321:
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1. Contracting with Small and Women and Minority Owned Businesses (W/MBE) (2 CFR 200.321). The Subrecipient will take all necessary affirmative steps to assure that minority owned and/or women owned business enterprises and labor area surplus firms are used when possible. Such firms and businesses have 50% or more ownership by an ethnic minority person(s) and/or by woman/women. All construction projects receiving HUD funds and all contractors and subcontractors who receive $10,000 or more in HUD funds shall fulfill these hiring requirements. These steps are in addition to full and open competition and must include, at a minimum, the following six affirmative steps:
a) Solicitation Lists. Subrecipient must place small and minority businesses and women’s business enterprises on solicitation lists (2 CFR 200.321(b)(1);
b) Solicitation. The Subrecipient must assure that it solicits small and minority businesses and women’s business enterprises whenever they are potential sources (2 CFR 200.321(b)(2);
c) Dividing Requirements. Subrecipient must divide total requirements when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses and women’s business enterprises (2 CFR 200.321(b)(3);
d) Delivery Schedules. The Subrecipient must establish delivery schedules where the requirement permits, which encourage participation by small and minority businesses and women’s business enterprises (2 CFR 200.321(b)(4);
e) Obtaining Services and Assistance. The Subrecipient must use the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce (2 CFR 200.321(b)(5); and f) Prime Contractor Requirements. The Subrecipient must require the prime contractor, if subcontractors are anticipated or let, to take the five affirmative steps as described in (a) through (e) above (2 CFR 200.321(b)(6).
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G. Economic Opportunities for Low- and Very Low-Income Persons (24 CFR Part 135) Non-Public Housing Authority entities that obligate or commit to spend over $200,000, or any individual contractor or subcontractor that receives $100,000 of covered funds on projects involving housing construction, demolition, rehabilitation, or other public construction is required to comply with Section 3 of the Housing and Urban Development Act of 1968, hereinafter referred to as “Section 3 (HUD)”.

The purpose of the Section 3 (HUD) is to ensure that employment and other economic opportunities generated by the U.S. Department of Housing and Urban Development (HUD) assistance or HUD assisted project covered by Section 3 (HUD), shall, to the greatest extent feasible, be directed to low and very low-income persons, particularly persons who are recipients of HUD assistance for housing.

The Subrecipient shall insure that all Section 3 (HUD) covered contracts (where $100,000 or more in HUD funds are used to reimburse a contractor or subcontractor for work) shall include the following clause:

1. The work to be performed under this CDBG Subrecipient Agreement is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u and the implementing regulations at 24 CFR 135 (Economic Opportunities for Low-And Very Low-Income Persons). The purpose of Section 3 (HUD) is to ensure that employment and other economic opportunities generated by HUD assistance or HUDassisted projects covered by Section 3 (HUD), shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing.

2. As evidenced by its execution of this Agreement, the Subrecipient certifies that it is under no contractual or other impediment that would prevent it from complying with the part 135 regulations.

3. The Contractor agrees to send to each labor organization or representative of workers with which the Contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers’ representative of the Contractor’s commitments under this Section 3 (HUD) clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall contain the Section 3 (HUD) preference, shall set forth: (1) the minimum number and job titles subject to hire; (2) availability of apprenticeship and training positions; (3) the qualifications for each, and the name and location of the person(s) taking applications for each of the positions; and (4) the anticipated date the work shall begin.
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4. The Contractor agrees to require this Section 3 (HUD) clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 (HUD) clause, upon a finding that a subcontractor is in violation of the regulations in 24 CFR Part 135. The Contractor shall not subcontract with any subcontractor where the Contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135.

5. By its signature to this Agreement, the Contractor will certifies that any vacant employment positions, including training positions, that are filled (1) after the Contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filled to circumvent the Contractor’s obligations under 24 CFR Part 135.

6. Noncompliance with HUD’s regulations in 24 CFR Part 135 may result in sanctions, termination of this Agreement for default, and debarment or suspension from future HUD assisted contracts.

H. The Labor Standards Regulations set forth in Section 570.603 of 24 CFR Part 570; and HUD Handbook 1344.1. If this Agreement involves construction or facility improvements exceeding $2,000 awarded by the Recipient, the Subrecipient agrees to comply with:

Prevailing Wages: Requirements of the Secretary of Labor in accordance with the DavisBacon Act (40 USC 276a to 276 a-7) as supplemented in the Department of Labor regulations (29 CFR Part 5) applies. If there is a difference between the minimum wage rates predetermined by the Secretary of Labor and the prevailing wage rates determined to be applicable to this contract by the Director of the California Department of Industrial Relations for similar classifications of labor, the Subrecipient and its contractor and subcontractors shall pay not less than the higher wage rate.

The Subrecipient agrees that, except with respect to the rehabilitation of residential property designed for residential use for less than eight (8) households, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair of any building or work financed in whole or in part with assistance provided under this Agreement, shall comply with federal requirements adopted by the Recipient pertaining to such contract, and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR, Parts 3, 1, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journeymen; provided, that if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph, for such contracts in excess of $10,000.00.
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Copeland Anti-Kickback Act: During the performance of this Agreement, the Subrecipient and its contractors and subcontractors agree to comply with the Copeland AntiKickback Act (18 USC 874) as supplemented in the Department of Labor regulations (29 CFR Part 3). This act provides that the Subrecipient, its contractor and subcontractors shall be prohibited from inducing any person employed in the construction, completion, or repair of public facilities to give up any part of the compensation which they are otherwise entitled.

The Subrecipient, its contractor and subcontractors shall maintain documentation that demonstrates compliance with hour and wages requirements of this part. Such documentation shall be made available to the Recipient for review upon request. The Subrecipient’s contractor and subcontractors agree to include a provision requiring such compliance in its lower tier covered contracts and transactions.

Agreements exceeding $100,000 that involve the employment of mechanics or laborers shall comply with the following:

Contract Work Hours and Safety Standards Act: Where applicable, during the performance of this Agreement, all contracts awarded by the Subrecipient, the prime contractor and subcontractors in excess of $2,000 for construction contracts and in excess of $100,000 are required, pursuant to the Contract Work Hours and Safety Standards Act, to apply the four clauses below. These clauses shall be inserted in addition to the clauses required by 29 CFR Part 5.5(a) or 29 CFR Part 4.6. As used in this section, the terms laborers and mechanics include watchmen and guards.

1. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in Section 1 above , the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages.

Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a) of this section. 548
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3. Withholding for unpaid wages and liquidated damages. The Recipient shall upon its own action or upon written request of an authorized representative of the U.S. Department of Housing and Urban Development (HUD) or the U.S. Department of Labor (DOL) withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in Section 2 above.

4. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in Sections 1 through 4 of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in Section 1 through 4 of this section.

Bonding Requirements. For construction or facility improvements contracts or subcontracts exceeding the Simplified Acquisition Threshold ($150,000) the Recipient may accept the bonding policy and requirements of the Subrecipient provided that the Recipient has made a determination that the CDBG funds are adequately protected. If such a determination has not been made, the minimum requirements must be as follows:
a) Bid Guarantee. At the submission of a bid to the Subrecipient, the contractor shall furnish a “bid” guarantee equivalent to five percent of the bid price. The “bid guarantee” must consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the time specified.

I. Equal Employment Opportunity. During the performance of this Agreement, the Subrecipient agrees it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, and hereby promises to comply with the provisions on contractor agreements contained in Presidential Executive Order #11246 as amended by Executive Order 11375 and as approved by the Department of Labor Relations (41 CFR Part 61).
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J. CFR Part 200 entitled Uniform Administrative Requirements Cost Principles and Audit Requirements for Federal Awards, Administrative regulations, including, but not limited to, applicable Sections of Department of Housing and Urban Development regulations located at: 24 CFR 92.505 – Uniform Administrative Requirements. Pursuant to 24 CFR 92.505, the Subrecipient will comply with the requirements of 2 CFR part 200, except that the following provisions shall not apply: §§ 200.306, 200.307, 200.308 (not applicable to participating jurisdictions), 200.311 (except as provided in § 92.257), 200.312, 200.329, 200.333, and 200.334.

The provisions of 2 CFR 200.305 apply as modified by § 92.502(c). If there is a conflict between definitions in 2 CFR part 200 and 24 CFR part 570, the definitions in 24 CFR part 570 shall govern.

K. The following laws and regulations relating to preservation of historic places:

Public Law 89-665 the Archaeological and Historical Preservation Act of 1974 (Public Law 93- 291), and Executive Order 11593 including the procedures prescribed by Advisory Council on Historic Preservations in 36 Code of Federal Regulations, Part 800.

L. The Architectural Barriers Act of 1968 (42 U.S.C. Section 4151 and the Americans with Disabilities Act of 1990 (ADA).

M. The Hatch Act relating to the conduct of political activities (Chapter 15 of Title 5, U.S.C.).

N. The Flood Disaster Protection Act of 1973 (Public Law 93-234 and the regulations adopted pursuant thereto) Section 202(a) and the regulations in 44 CFR parts 59 through 79.

O. The Clean Air Act (42 U.S.C. Chapter 85) and the Federal Water Pollution Control Act, as amended (33 U.S.C. Section 1251 et seq.) and the regulations adopted pursuant thereto.

P. Executive Order 12372, which requires State Clearinghouse review and comment of any CDBG project for the planning, construction, reconstruction, and/or installation of water or sewer facilities.

Q. Section 401(b) of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4831 (b)).
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R. Debarment and Suspension. An agreement or contract must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM) database, in accordance with 2 CFR 180 that implements Executive Orders 12549 and 12689, “Debarment and Suspension.” Provision of 24 CFR Part 570.609, and 24 CFR 5.105(c) for procurement activities regarding use of debarred, suspended, or ineligible contractors or subcontractors and 24 CFR Part 24 for non-procurement activities, regarding use of debarred, suspended, or ineligible contractors or subcontractors. This Agreement is a covered transaction for purposes of 2 CFR 180 and 2 CFR 3000. As such the Subrecipient is required to verify with the Recipient that the Subrecipient, its contractors, subcontractors, its principles (defined at 2 CFR 180.940), or its affiliates (defined at 2 CFR 180.905) are excluded (defined at 2 CFR 180.940) or disqualified (defined at 2 CFR 180.935).

The Subrecipient must comply with 2 CFR 180, subpart C and 2 CFR 3000, subpart C during the term of this Agreement and any other contract that may arise as a result of this agreement. Subrecipient must include a provision requiring such compliance in its lower tier covered contracts and transactions.

If it is later determined that the Subrecipient did not comply with 2 CFR 1800, Subpart C and 2 CFR 3000, subpart C, in addition to remedies available to the Recipient and the Federal Government, may pursue available remedies, including but not limited to suspension and/or debarment.

Contractors excluded, disqualified or otherwise ineligible (e.g., suspension, debarment, or limited denial of participation) for Federal procurement and non-procurement programs per 24 CFR 570.609 shall not be considered for contract award. This applies to any CDBG-assisted contracts for the procurement of goods and services, professional services, public services, and construction activities (prime and sub-prime contractors).

The Subrecipient shall work with the Recipient to verify eligibility for all contractors and subcontractors, its principles or its affiliates are not excluded or disqualified subject to procurement requirements prior to contract award by the Subrecipient. The Subrecipient shall not use a self-certification letter or form signed by the contractor as a substitute for evidence of their eligibility status.

To verify and document a contractor’s eligibility the Subrecipient shall check the General Services Administration System for Award Management site (https://www.sam.gov/portal/SAM/#1#1) to assure the contractor’s eligibility and shall submit the verification(s) to the Recipient prior to the notification and award of the contract. The Subrecipient shall retain a copy of the verification(s) for their file to verify results for each contractor.

The Subrecipient further agrees to comply with any environmental, procurement, construction, and other guidelines provided by Recipient. All local code regulations must be recognized and services provided must conform to the said standards. 551
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S. Reporting. The Subrecipient also agrees to submit an annual performance and evaluation report no later than 30 days after the completion of the most recent program year showing the status of all activities as of the end of the program year. The purpose of the performance and evaluation report is to assist the Recipient in complying with its reporting obligations under 24 Code of Federal Regulations section 570.507(a) and under 24 Code of Federal Regulations Part 91. The Recipient shall specify the content and format of this report.

T. Rights to Inventions. Per 2 CFR Appendix II to Part 200(F), if the use of CDBG award meets the definition of “funding agreement” under 37 CFR 401.2(a) and the Agreement includes the performance of experimental, developmental, or research work, the Subrecipient must provide for the rights of the Federal Government and the Recipient in any resulting invention as established by 37 CFR part 401, Rights to Inventions Made by Non-profit Organizations and Small Business Firms under Government Grants, Contracts, and Cooperative Agreements. This contract incorporates by reference the patent and inventions rights as specified within in the 37 CFR §401.14. Contractor must include this requirement in all sub-tier contracts involving experimental, developmental, or research work.

The regulation at 37 C.F.R. § 401.2(a) currently defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.

U. Clean Air Act and the Federal Water Pollution Control Act. If this Agreement involves construction or facility improvements and exceeds $150,000 the following provision is applicable. The Subrecipient shall comply with all applicable standards, orders, or regulations issued under Section 306 of the Clean Air Act (42 USC 7401 – 7671q), Section 508 of the Clean Water Act (33 USC 1368), Executive Order 11738, and EPA regulations (40 CFR Part 15), which prohibit the use under nonexempt federal contracts, grants, or loans of facilities included in the EPA List of Violating Facilities. Violations will be reported to the US EPA Administrator for Enforcement (EN-329).

By execution of this Agreement, the Subrecipient, its contractor and subcontractors will be deemed to have stipulated as follows:
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1. The Subrecipient, its contractor and subcontractors hereby declare that no person who will be utilized in the performance of this contract has a violation of Section 508 of the Clean Water Act or Section 306 of the Clean Air Act which prohibits them from perform work on a federally funded project.

2. During the performance of this contract, the Subrecipient, its contractor and/or subcontractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 USC 7401-7671q), and the Federal Water Pollution Control Act as amended (33 USC 1251-1387). Violations must be reported to the EPA.

3. That any facility that is or will be utilized in the performance of this Agreement, unless the Agreement is exempt under the Clean Air Act, as amended (42 USC 7401 – 7671q et seq., as amended by Public Law 91-604), and under the Federal Water Pollution Control Act, as amended (33 USC 1251 et seq., as amended by Public Law 92-500), Executive Order 11738, and regulations in implementation thereof (40 CFR 15) is not listed, on the date of this Agreement award, on the EPA List of Violating Facilities pursuant to 40 CFR 15.20.

4. That the Subrecipient, its contractor and subcontractors agree to comply and remain in compliance with all the requirements of Section 114 of the Clean Air Act and Section 308 of the Federal Water Pollution Control Act and all regulations and guidelines listed thereunder.

5. That the Subrecipient, its contractor and subcontractors shall promptly notify the Recipient of the receipt of any communication from the Director, Office of Federal Activities, EPA, indicating that a facility that is or will be utilized for the Agreement is under consideration to be listed on the EPA List of Violating Facilities.

6. That the Subrecipient, its contractor and subcontractors agree to include or cause to be included the requirements of this article in every nonexempt subcontract, and further agrees to take such action as the government may direct as a means of enforcing such requirements.

V. Procurement of Recovered Materials. During the performance of this Agreement, the Subrecipient, its contractor and subcontractors agree to comply with all of the standards, order, and requirements issued under Section 6002 of the Solid Waste Disposal Act, Pub. L. No. 89-272 (1965) (codified as amended by the Resource Conservation and Recovery Act at 42 USC 6962).

See 2 CFR 200, Appendix II (J), or at 2 CFR 200.322.

The Subrecipient, its contractor and subcontractors shall include the provisions of this article in all subcontracts under the Agreement.

The following provides the clause that the Subrecipient, its contractor and subcontractors can include in contracts meeting the above thresholds:
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1. In the performance of this contract, the (name of contractor here) shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired:
a) Competitively within a timeframe providing for compliance with the contract performance schedule;
b) Meeting contract performance requirements; or
c) At a reasonable rice.

2. Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines web site:
https://www.epa.gov.gov/smm/comprehensive-procurement-guideline-cpg-program.

The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at 40 CFR 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

W. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 and regulations adopted to implement the Act in the Code of Federal Regulations, Title 24, Part 42.

X. The Subrecipient shall comply with all provisions of the Build America, Buy American Act (BABA), as applicable to this project, including but not limited to, ensuring that the construction materials used in the project are produced in the United States. This includes all iron, steel, and manufactured goods, unless an exception is authorized under the law.

XIII. Subcontracts
The Subrecipient shall incorporate the same or substantially equivalent requirements as are contained in this CDBG Subrecipient Agreement in all subcontracts which utilize any CDBG funds and/or support any CDBG program(s) covered by this CDBG Subrecipient Agreement; when program(s) utilize(s) CDBG funds and other funding sources, all funds shall be subject to CDBG regulations. The Subrecipient, by entering into any such subcontract for performance of any portion of the CDBG Program, is not relieved of its responsibilities to Recipient as set forth in this CDBG Subrecipient Agreement.
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XIV. Non-Discrimination/Religious Activities
No person with responsibilities in the operation of any project under this CDBG Subrecipient Agreement will discriminate because of race, creed, color, national origin, age, sex, political affiliation, sexual orientation, gender identity, handicap, beliefs, or marital or familial status.

The Subrecipient agrees that funds provided under this CDBG Subrecipient Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization.

The Subrecipient will ensure that every effort is made to provide equal opportunity to every potential minority and women’s business vendor, contractor and subcontractor. The Subrecipient will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

The Subrecipient agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting agency setting forth the provisions of this nondiscrimination clause.

XV. Standard of Conduct/Conflict of Interest and Lobbying No member, officer or employee of the Subrecipient or its designee or agents, no member of the governing body of the locality in which the program is situated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the Project activities during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the process thereof, for work to be performed in connection with the Project activities assisted under this CDBG Subrecipient Agreement.

No member, officer or agent of the Subrecipient shall participate in the selection of the award, or administration of, any Project activities or construction contract supported by Federal funds if a conflict of interest, real or apparent, would be involved.

No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest in any Project activities, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this Section, a “covered person” includes any person who is an employee, agent, consultant, officer, or elected or 555
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appointed official of the Recipient, the Subrecipient, or any designated public agency.

By entering into this CDBG Subrecipient Agreement, the Subrecipient certifies:

A. No federal appropriated funds have been paid or will be paid, by or on behalf of the Subrecipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant loan, or cooperative agreement in accordance with the Department of Interior and Related Agencies Appropriations Act, known as the Byrd Amendments, and HUD’s 24 Code of Federal Regulations (CFR) 87.

Furthermore, for Agreements of $100,000 or more shall file the required certification in Exhibit D. This certification process also applies to the Subrecipient’s contractor and subcontractors contracts, of $100,000 or more, who must certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 USC 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Recipient.

B. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Subrecipient shall complete and submit Standard Form LL, “Disclosure Form to Report Lobbying,” in accordance with its instructions, and other federal disclosure forms as requested.

C. The Subrecipient shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
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D. Mandatory Disclosures. The Subrecipient must disclose, in a timely manner, in writing to the Recipient all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially effecting the Federal award described in 2 CFR 200.113. Failure to make require disclosures can result in any of the remedies described in 2 CFR 200.338 Remedies for noncompliance, including suspension or debarment.

XVI. Use of Funds for Entertainment, Meals or Gifts
The Subrecipient represents and warrants that it will not use funds provided through the Agreement to pay for entertainment, meals or gifts.

XVII. Fiscal Control
The Subrecipient shall be responsible for the internal control and monitoring of fiscal and programmatic/operational goals and procedures. The Subrecipient shall establish such fiscal controls and fund accounting procedures as required by Federal regulations, or as may be deemed necessary by HUD and Recipient to ensure the proper disbursal of, and accounting for, funds paid to the Subrecipient under the CDBG programs.

Disbursement of Funds: CDBG funds shall generally be disbursed by Recipient to the Subrecipient on a reimbursement basis for actual expenses.

The Recipient agrees to pay the Subrecipient progress payments at the time and in the manner set forth in the Schedule of Compensation, Exhibit C. Payment by the Recipient is not to be construed as final in the event HUD disallows reimbursement for the Work or any portion thereof. Source documentation, as specified by the Recipient, supporting the invoice(s) shall be submitted by the Subrecipient with request for payment.

The Subrecipient shall be liable for all amounts which are determined to be due by HUD including, but not limited to, disallowed costs which are the result of the Subrecipient’s or its contractor’s conduct under this CDBG Subrecipient Agreement.

The Subrecipient shall be notified in writing and shall be permitted to respond regarding any controversy or proceeding between the Recipient and HUD arising from this CDBG Subrecipient Agreement.

All financial transactions must be supported by complete and verifiable source documents.

Records shall provide a clear audit trail and shall be maintained as specified in Section 22 (Agreement Responsibility for Monitoring and Records) of this CDBG Subrecipient Agreement.

XVIII.Program Income
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Program Income is defined in Subpart J of 24 CFR Part 570.504 and is described as gross income received by the Subrecipient and directly generated from the use of CDBG funds.

Program income includes, but is not limited to, the following:

A. Proceeds from the disposition by sale or long-term lease of real property purchased or improved with CDBG funds;
B. Proceeds from the disposition of equipment purchased with CDBG funds; C. Gross income from the use or rental of real or personal property acquired by the Subrecipient with CDBG funds, less costs incidental to generation of the income; D. Gross income from the use or rental of real property owned by the Subrecipient that was constructed or improved with CDBG funds, less costs of the non- CDBG portion; E. Payment of principal and interest on loans made using CDBG funds except as provided in 24 CFR Part 570.500(a)(3);
F. Proceeds from the sale of loans or obligations secured by loans made with CDBG funds;
G. Interest earned on program income pending its disposition; and H. Funds collected through special assessments made against properties owned and occupied by households not of low or moderate income where the assessments are used to recover all or part of the CDBG programs portion of a public improvement.

During the effective Term of this CDBG Subrecipient Agreement, the Subrecipient shall report all program income as defined in 24 CFR 570.500(a), generated by activities carried out with CDBG funds under this CDBG Subrecipient Agreement. Program Income may be retained by the Subrecipient subject to the provisions of the Cooperative Agreement, the Act, and its regulations. Any program income retained must only be used for eligible activities in accordance with all CDBG requirements.

It shall be the Subrecipient’s responsibility to manage and use the program income in compliance with the standards and requirements set forth in section 570.504(a) & (b) (1) through (b)(3). The transfer of CDBG funds from the Recipient to the Subrecipient shall be adjusted to reflect any program income in accordance with the principles set forth in section 570.504(b) (2) (i) and (ii). In addition, all of the provisions of this CDBG Subrecipient Agreement shall apply to the management and use of the program income.
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Recipient shall monitor the use of any program income, requiring appropriate record keeping and reporting by the Subrecipient as may be needed for this purpose, and shall report the use of such program income to HUD. In the event of close-out as defined in section 570.509 of the federal regulations or change of status of the Subrecipient, (i.e., from Subrecipient to entitlement), all program income on hand or received by the Subrecipient subsequent to the close-out or change of status shall be paid to the Recipient.

Program income attributable to projects funded under this CDBG Subrecipient Agreement and on hand with the Subrecipient when this CDBG Subrecipient Agreement expires, is terminated with or without cause, or received after the Agreement expiration, shall be paid to the Recipient as required by 24 CFR Part 570.503(b)(8) when the Subrecipient ceases to be under continuous Agreement with the Recipient for the operation of CDBG programs. As long as there is no break in the CDBG Subrecipient Agreement period, program income shall be governed by the provisions of this Section.

The Project shall continue to meet the CDBG program national objective per 24 CFR 570.208 as required by 24 CFR 570.503(b)(7)(i). If the Project is not used in accordance with 24 CFR 570.503(b)(7)(i) the Subrecipient shall reimburse the Recipient to comply with the requirements of 24 CFR 570.503 (b)(7)(ii).

XIX. Reversion of Assets
A. Reversion of Assets. The five (5) year period set forth in 24 CFR 570.503(b)(7) for compliance with one or more national objectives shall be included and contained within the five (5) year compliance period established by the CDBG Covenants.

B. Upon expiration of this CDBG Subrecipient Agreement, the Subrecipient shall transfer to the Recipient any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Subrecipient’s control that was acquired and/or improved in whole or in part with CDBG funds (including CDBG funds provided to the Subrecipient in the form of a loan) in excess of $25,000 shall:

1. Be used to meet one of the national objectives in 24 CFR Part 570.208 until the end of the five (5) year compliance period established by the CDBG Covenants (pursuant to Section 5.B above – Term of Agreement), or the length of time to be further prescribed by mutual agreement of the Parties.

2. Be disposed of in such manner that the Recipient is reimbursed in the amount of the fair market value of the property at the time of disposition of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition and/or improvement of such property. The payment is Program Income to the Recipient. 559
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3. If the Subrecipient is a private non-profit organization, the Subrecipient further agrees to a voluntary lien / deed of trust on above-reference property as to any CDBG funds received and that such lien / deed of trust will be notarized and recorded in the Office of the County Recorder. The Subrecipient will utilize the lien / deed of trust form specified by the Recipient, and will be subject to provisions listed in this CDBG Subrecipient Agreement and in the CDBG Covenants.

XX. Procurement/Equipment
Equipment, which shall be defined as tangible, nonexpendable, personal property having a useful life of more than one (1) year and an acquisition cost of $1,000 or more per unit, is eligible for purchase using CDBG funds only upon prior approval of the Recipient and subject to 24 CFR Part 570.207(b)(1). Such equipment shall be used by the Subrecipient in the project for which it was acquired as long as needed, regardless of whether such project continues to be supported by Federal funds; at the time, equipment may be used in other activities currently or previously supported by a Federal agency. Use of such equipment is also subject to provisions of 24 CFR Part 200.313(c). If applicable, the Subrecipient shall also establish procedures for managing equipment, which meet the requirements of 24 CFR Part 200.313(d). Further, proceeds from disposition of such equipment shall be treated as program income as specified in Section 18 (Program Income) of this CDBG Subrecipient Agreement.

XXI. Records and Reports
The Subrecipient agrees to supply to the Recipient, on a quarterly and annual basis, any progress reports and/or other reasonable documentation as may be required by the Recipient to audit performance of the Work activities covered by this CDBG Subrecipient Agreement (and the subsequent Property operational activities) and to enable the Recipient to analyze and evaluate utilization of the CDBG funds by the Subrecipient. The Subrecipient shall maintain separate accounting and financial records for each funding (revenue) source in support of the Work.

A. Payment Request Form: Subrecipient shall submit a Payment Request Form (Exhibit “D”) and copies of the original supporting documents for payment to the Recipient. 560
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B. Progress Reports: Progress reports for Work activities shall address project status and, if applicable, explanation of any problems/delays encountered and/or anticipated and measures to be taken to correct such problems; revised milestones including anticipated schedule for Work completion; and a summary of expenditures, obligations, program income, and drawdown to date. In addition, the Subrecipient shall provide as part of the progress report any citizen comments received during the reporting period relative to the Work, and responses to such comments, and additional information, as needed. Subrecipient shall submit such report quarterly within thirty (30) days of the close of report period including in the event that no expenditures occurred, which shall be documented in the quarterly report.

C. The Subrecipient shall use the CDBG Monitoring Checklist – Housing/Rehab., hereinafter referred to as “the Checklist,” to collect and retain all Work documents to provide the Recipient for its records.

D. Completion Report: The Subrecipient shall prepare and submit to the Recipient a Completion Report within thirty (30) days of completion of Work activities covered by this CDBG Subrecipient Agreement. Said report shall consist of an overview and evaluation of the Work activities, a comparison of milestones’ progress, total costs incurred, listing of files, listing of personnel, and other reasonable information requested by the Recipient. The Completion Report shall be made as part of the Quarterly Report Form.

E. Annual HUD/Recipient Reports: The Subrecipient shall submit to the Recipient in a timely manner other reports as requested/required by the Recipient for HUD compliance including, but not limited to the Contractor/Subcontractor, EEO-4, and Minority Financial Institution Reports (if applicable), the Affirmative Marketing Report, and provide, as requested by HUD and/or Recipient, information necessary to prepare the any other required reports and/or plans.

F. Audit: The Subrecipient shall be responsible for conducting an annual audit of its CDBG program in compliance with Title 2 CFR Part 200.500 – 200.520 issued pursuant to the Single Audit Act of 1984 and the Single Audit Amendments of 1996, P.L. 98-502, as applicable.

A copy of said audit shall be forwarded to the Recipient upon completion. Any costs associated with the annual audit shall be the responsibility of and paid for by the Subrecipient.

If the Subrecipient does not exceed the expenditure limits per 2 CFR Part 200.000-520, the Subrecipient shall provide the Recipient with a copy of the Subrecipient’s latest Audit Report.

XXII. Agreement Responsibility for Monitoring and Records HUD, the Office of the Inspector General (OIG), and the designated representatives of the Recipient, and other appropriate officials shall have access to all personnel records, management information, and fiscal data of the Subrecipient and any agency or contractor with whom the 561
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Subrecipient executes a subcontract necessary to carry out any CDBG program(s) for monitoring purposes (24 CFR 200.328, 200.327 and 200.326). The Subrecipient shall respond in a timely manner to all identified corrective action needs as a result of HUD, Recipient, or other monitoring.

The Subrecipient shall submit to Recipient all required reports and monitoring corrective action plans on a timely basis, as delineated by the Recipient. Records shall be maintained as follows:

A. The Subrecipient agrees to retain all pertinent records under the CDBG Program, including financial records, until advised by the Recipient that further retention is unnecessary.

Generally, records shall be retained for a period for five (5) years from the end of the Term (see Section 5 above – Term of Agreement) or the fiscal year in which the last project covered by the Recipient’s annual agreement with HUD is completed. Records shall be open and available for inspection by auditors and/or other staff assigned by HUD and/or the Recipient during the normal business hours of the subrecipient. If at the end of such five (5) year period, there is ongoing litigation, claims, negotiations, audit or other action involving the Subrecipient’s or the Recipient’s records, which has started before expiration of the five (5) year period, the Subrecipient will retain the records until the completion of the action and resolution of all issues which arise from it as stated in 2 CFR Part 200.333.

B. Consistent with applicable state and local laws regarding privacy and obligations of confidentiality, the Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts to the Recipient, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein The Subrecipient also must provide citizens with reasonable access to records on the past use of CDBG funds (24 CFR 570.508).

C. Records for nonexpendable property shall be retained for a period of five (5) years after final disposition of the property, if applicable.

XXIII.Inspection Rights
The Subrecipient agrees to allow the Recipient to inspect the Work and the Project at reasonable times upon a minimum 24-hour advance notice.

XXIV. Request for Technical Assistance
The Subrecipient shall refer to the Recipient any regulatory or procedural questions regarding operation of its CDBG program. All formal requests for technical assistance shall be submitted in writing. Requests should specify the problem area, particular assistance being requested and proposed solution if applicable. Informal questions regarding day-to-day program operation may be directed to the designated Recipient representative. 562
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XXV. Hold Harmless and Indemnification
The Subrecipient shall hold the Recipient and the Recipient’s officers, employees, agents and volunteers harmless and free from any and all claims, liabilities or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or other wrongful conduct related in any way to the Subrecipient’s performance of the Work pursuant to this CDBG Subrecipient Agreement, provided such claims, liabilities or expenses were not the result of the gross negligence, willful misconduct or fraud of the Recipient or the Recipient’s officers, employees, agents or volunteers. In the event the Recipient and/or any of the Recipient’s officers, employees, agents or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission or other wrongful conduct, the Subrecipient shall indemnify them for any judgment rendered against them, any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including, but not limited to attorney’s fees.

The Subrecipient also understands and agrees that it is being employed to perform the services provided for by this CDBG Subrecipient Agreement because of the Subrecipient’s professed expertise and experience in performing the Work provided for under this CDBG Subrecipient Agreement. In addition, the Subrecipient understands and agrees that while the Recipient and the Recipient’s officers or agents may elect to do so, they have no duty to review, inspect, or supervise the Work performed by the Subrecipient pursuant to this CDBG Subrecipient Agreement, except as otherwise expressly provided for by this CDBG Subrecipient Agreement.

As a consequence, the Subrecipient waives any right of contribution against the Recipient or any of the Recipient’s officers, employees, agents and volunteers arising out of such failure to inspect, review, monitor or supervise the Work performed by the Subrecipient pursuant to this CDBG Subrecipient Agreement.

XXVI.Insurance
Subrecipient shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Subrecipient, its agents, representatives, or employees.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
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A. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an “occurrence” basis for bodily injury and property damage, including products-completed operations, personal injury and advertising injury, with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

B. Automobile Liability: ISO Form Number CA 0001 covering, Code 1 (any auto), or if Subrecipient has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

C. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If Subrecipient will provide leased employees, or, is an employee leasing or temporary staffing firm or a professional employer organization (PEO), coverage shall also include an Alternate Employer Endorsement (providing scope of coverage equivalent to ISO policy form WC 00 03 01 A) naming the City as the Alternate Employer, and the endorsement form shall be modified to provide that City will receive not less than thirty (30) days advance written notice of cancellation of this coverage provision. If applicable to Subrecipient’s operations, coverage also shall be arranged to satisfy the requirements of any federal workers or workmen’s compensation law or any federal occupational disease law.

If the Subrecipient maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the contractor.

Professional Liability/Errors and Omissions
Insurance covering Subcontractor's liability arising from or related to this Contract, with limits of not less than $1 million per claim and $2 million aggregate. Further, Subrecipient understands and agrees it shall maintain such coverage for a period of not less than three (3) years following this CDBG Subrecipient Agreement's expiration, termination or cancellation.

Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as insureds on the auto policy with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Subrecipient; and on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Subrecipient including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Subrecipient’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37 forms if later revisions used).

Primary Coverage
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For any claims related to this contract, the Subrecipient’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Subrecipient's insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except after thirty (30) days' prior written notice (10 days for non-payment) has been given to the City.

Failure to Maintain Insurance
Subrecipient’s failure to maintain or to provide acceptable evidence that it maintains the required insurance shall constitute a material breach of the Agreement, upon which the City immediately may withhold payments due to Subrecipient, and/or suspend or terminate this Agreement. The City, at its sole discretion, may obtain damages from Subrecipient resulting from said breach.

Waiver of Subrogation
Subrecipient hereby grants to City a waiver of any right to subrogation which any insurer of said Subrecipient may acquire against the City by virtue of the payment of any loss under such insurance. Subrecipient agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured retentions
Any deductibles or self-insured retentions must be declared to and approved by the City.

The City may require the Subcontractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
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1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims made policy form with a Retroactive Date prior to the contract effective date, the Subrecipient must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

Separation of Insureds
All liability policies shall provide cross-liability coverage as would be afforded by the standard ISO (Insurance Services Office, Inc.) separation of insureds provision with no insured versus insured exclusions or limitations.

Verification of Coverage
Subrecipient shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Subrecipient's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

The certificates of insurance and endorsements shall be sent via email. If you have not received your request or are having difficulty with electronic upload, contact [email protected].

Subcontractors
Subrecipient shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein.

XXVII. Covenants and Conditions
Each term and each provision of this CDBG Subrecipient Agreement to be performed by the Subrecipient shall be construed to be both a covenant and a condition.

XXVIII. Effect of Termination
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For Agreements exceeding $10,000 the following applies:

A. Termination of Agreement for Convenience: In accordance with 24 CFR Part 570.509(e) and 2 CFR 200.339, this CDBG Subrecipient Agreement may be terminated by either party after a thirty (30) days written notice of intention to terminate, setting forth the reasons and the effective date of such termination, has been given to the other party, provided, however, that no notice of termination given by the Subrecipient shall be effective unless HUD has agreed to release Recipient from its obligations pursuant to the program activity(ies) in Exhibit B – Statement of Work. Alternatively, this CDBG Subrecipient Agreement will automatically terminate in the event that the United States Government terminates the CDBG programs or terminates the program activity(ies) which is the subject of the Agreement.

B. Termination of Agreement for Cause: In accordance with 24 CFR 570.509(f) and 2 CFR 200.339, the Parties hereto understand that pursuant to the Recipient’s execution of the HUD application, the Recipient assumed responsibility as to the performance of the Work. If through any cause the Subrecipient fails to fulfill in a timely and proper manner its obligations under this CDBG Subrecipient Agreement to undertake, conduct or perform the Work identified in this CDBG Subrecipient Agreement, or if the Subrecipient violates any of the covenants, agreements, or stipulations of this CDBG Subrecipient Agreement, the Recipient shall thereupon have the right to terminate this CDBG Subrecipient Agreement by giving written notice of such termination and specifying the effective date thereof at least (5) days before the effective date of such termination. Notwithstanding the above, the Subrecipient shall not be relieved of liability to the Recipient for damages sustained by the Recipient by virtue of any payments to the Subrecipient for the purpose of set-off until such time as the exact amount of damages due the Recipient from the Subrecipient is determined.

C. Upon termination, as stated in subsections A or B above of this CDBG Subrecipient Agreement, the Recipient shall be liable to the Subrecipient only for Work done by the Subrecipient up to and including the date of termination of this CDBG Subrecipient Agreement, unless the termination is for cause, in which event the Subrecipient need be compensated only to the extent required by law. The Subrecipient hereby expressly waives any and all claims for damages for compensation arising under this CDBG Subrecipient Agreement except as set forth in this Section in the event of such termination.

D. If this Agreement is terminated pursuant to this Section, the Subrecipient shall remain responsible for compliance with the requirements in 2 CFR 200.343 (Closeout) and 2 CFR 200.344 (Post-closeout adjustments and continuing responsibilities).

XXIX. Taxpayer Identification Number
The Subrecipient shall provide the Recipient with a complete Request for Taxpayer Identification Number and Certification, Form W-9 as issued by the Internal Revenue Service. 567
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XXX. Modification of Agreement
Except as provided in Section 3 (Availability of Funds), the tasks described in this CDBG Subrecipient Agreement and all other terms of this CDBG Subrecipient Agreement may be modified only upon mutual written consent of the Recipient and the Subrecipient.

XXXI. Use of the term “Recipient”
Reference to “Recipient” in this CDBG Subrecipient Agreement includes the designated Recipient representative, or any authorized representative acting on behalf of the Recipient.

XXXII. Notices
All notices given, or required to be given, pursuant to this CDBG Subrecipient Agreement shall be in writing and may be given by personal delivery or by mail. Notice sent by mail shall be addressed to each party’s designated representative as set forth above in Section 10 (Designated Representative). When addressed in accordance with Section 10, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual hand delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in Section 10.C.

Notices shall be sent to the Recipient and to Subrecipient’s representative at the addresses shown in Section 10 (Designated Representative).

XXXIII. Permits and Licenses
The Subrecipient, at its sole expense, shall obtain and maintain during the Term of this CDBG Subrecipient Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of Work under this CDBG Subrecipient Agreement, or as specified in Section 39 (Patents & Royalties).

XXXIV. Waiver
A waiver by the Recipient of any breach of any term, covenant, or condition contained in this CDBG Subrecipient Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this CDBG Subrecipient Agreement whether of the same or different character.

XXXV. Violation or Breach Agreement Terms
A breach of any of the stipulations contained in this Agreement may be sufficient grounds 568
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for withholding of progress payments, withholding of final payment, termination of the Agreement, suspension/debarment or any other action determined to be appropriate by the Recipient.

XXXVI. Governing Law
The terms, covenants and conditions of this CDBG Subrecipient Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the County of Ventura.

XXXVII. Integrated Agreement
This CDBG Subrecipient Agreement represents the entire Agreement between the Recipient and the Subrecipient and all preliminary negotiations and agreements are deemed a part of this CDBG Subrecipient Agreement. No verbal agreement or implied covenant shall be held to vary the provisions of this CDBG Subrecipient Agreement. This Agreement shall bind and inure to the benefit of the Parties to this CDBG Subrecipient Agreement and any subsequent successors and assigns.

XXXVIII. No Assignment without Consent
A. Inasmuch as this CDBG Subrecipient Agreement is intended to secure the specialized services of the Subrecipient, unless a transfer is allowed either (i) in the CDBG Note or (ii) pursuant to subsection B below, the Subrecipient shall not have the right to either (l) assign or transfer this CDBG Subrecipient Agreement, or any part hereof or monies payable hereunder, or (II) modify its own organizational structure, without the prior written consent of the City, which consent will not be unreasonably withheld, and any such assignment or transfer without the City’s prior written consent shall be considered null and void.

B. A limited partner(s) may remove and replace the managing general partner of the Subrecipient for cause pursuant the Subrecipient / limited partner agreement. However, the Subrecipient’s managing general partner shall not be replaced without prior written approval of the City, and the City shall consider then approve or disapprove such replacement without unreasonable delay.

XXXIX. Patents and Royalties
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A. Subrecipient shall provide and pay for all licenses and royalties necessary for the legal use and operation of any of the equipment or specialties used in the Project activities.

Certificates showing the payment of any such licenses or royalties and permits for the use of any patented or copyrighted devices shall be secured and paid for by Subrecipient and delivered to the Recipient upon completion of the Project activities, if required.

B. Subrecipient shall assume all costs arising from the use of patented materials, equipment, devices, or processes used in or incorporated in the Project activities and agrees to indemnify and hold harmless the Recipient and its duly authorized representatives from all suits of law, or actions of every nature for or on account of the use of any patented materials, equipment, devices, or processes.

XL. Copyright
Any reports, maps, documents or other materials produced in whole or part by the Subrecipient, its contractor or any subcontractor or person responsible to the Subrecipient under this CDBG Subrecipient Agreement shall be the property of the Recipient and none shall be subject to an application for copyright by or on behalf of the Subrecipient, contractor, subcontractors or any person responsible to the Subrecipient during performance of this CDBG Subrecipient Agreement.

This CDBG Subrecipient Agreement may be executed in counterparts and shall be fully effective as if signed by all parties whether or not the signatures of all the parties appear on the original or on any one copy of this CDBG Subrecipient Agreement.
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XLI. Subordination.

A. The Deed of Trust and the Regulatory Agreement shall be subordinated to each Senior Lien described below and to other liens approved by the Housing Director or Designee securing financing set forth in the Approved Financing Plan, if any, but only on condition that all of the following conditions are satisfied:

1. All of the proceeds of the proposed Senior Lien, less any transaction costs, must be used to provide construction and/or permanent financing for the Development.

2. The subordination agreement(s) must be structured to minimize the risk that the Deed of Trust would be extinguished as a result of a foreclosure by the Senior Lender or other holder of the Senior Lien. To satisfy this requirement, the subordination agreement must provide the City with adequate rights to cure any defaults by the Borrower, including: (i) providing the City or its successor with copies of any notices of default at the same time and in the same manner as provided to the Borrower; and (ii) providing the City with a cure period to cure any default.

B. The subordination(s) described in this section may be effective only during the original term of the Senior Lien (including any extension options set forth in the documents evidencing the Senior Loan) and any refinancing of the Senior Lien.

C. “Senior Liens” shall mean liens securing repayment of and regulatory agreements associated with the following loans:

1. First-Citizens Bank & Trust Company (formerly known as Silicon Valley Bank) $31,535,475 construction loan converting to a permanent loan of approximately $4,175,200

2. California Department of Housing and Community Development (“HCD”) Joe Serna construction/permanent loan of $5,000,000

3. HCD Accelerator permanent loan of $26,246,464

4. HCD Veterans Housing and Homelessness Prevention Program (VHHP) permanent loan of $2,788,410

5. City HOME construction/permanent loan of $1,854,000

6. County of Ventura construction/permanent loan of $380,000

7. City In Lieu construction/permanent loan of $631,900 [Signatures appear on the following pages]
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NOW, THEREFORE, the Parties hereto have caused this CDBG Subrecipient Agreement to be executed and attested by their proper officer thereunder duly authorized, all as of the day first above written.

RECIPIENT: SUBRECIPIENT:

THE CITY OF OXNARD ETTING ROAD LLC, a California limited company
By: Cabrillo Economic Development
Corporation, a California non-profit public
benefit corporation, its sole member and
manager
Housing Director By: Victoria J Brady
Chief Executive Officer
APPROVED AS TO FORM:

Stephen Fischer
City Attorney
APPROVED AS TO INSURANCE:

Michael More
Human Resources/Risk Manager
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EXHIBIT A

LEGAL DESCRIPTION

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF VENTURA, STATE OF CALIFORNIA, DESCRJBED AS FOLLOWS:

A PORTION OF PARCEL H, SUBDIVISION 72 RANCHO EL RIO DE SANTA CLARA O' LA

COLONIA, IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF

CALIFORNIA, ACCORDING TO THE MAP THEREOF ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF VENTURA COUNTY, IN BOOK 3. MISCELLANEOUS RECORDS AT PAGE 14, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A 3/4 INCH IRON PIPE SET IN THE SOUTHERLY LINE OF PLEASANT VALLEY ROAD DISTANT THEREON NORTH 59° 15' 30" EAST 250.73 FEET FROM A 4" X 4" POST SET AT THE MOST WESTERLY CORNER OF SAID PARCEL H; THENCE FROM SAID POINT OF BEGINNING.
1ST: NORTH 59° 15' 30" EAST 424.64 FEET ALONG THE SOUTHERLY LINE OF SAID PLEASANT VALLEY ROAD TO A 3/4 INCH IRON PIPE MARKED WITH A METAL TAG STAMPED SGB LS 1848; THENCE,
2ND: SOUTH 345.13 FEET TO A NAIL AND METAL TAG STAMPED SGB LS 1848 SET IN

THE SOUTH SIDE OF A LARGE EUCALYPTUS TREE IN THE NORTH LINE OF ETTING ROAD; THENCE ALONG SAID NORTH
LINE.
3RD: WEST 365.00 FEET TO A 3/4 INCH IRON PIPE MARKED WITH A METAL TAG STAMPED SGB LS 1842; THENCE,
4TH: NORTH 128.2 FEET TO THE POINT OF BEGINNING.

EXCEPT THEREFROM ALL RIGHT, TITLE AND INTEREST OF THE GRANTOR IN AND

TO ALL OIL, GAS, MINERALS, HYDROCARBONS AND ASSOCIATED SUBSTANCES IN,

UNDER OR PRODUCED AND SAVED FROM SAID LAND, BUT WITHOUT THE RIGHT OF ENTRY TO THE SURFACE OF THE PROPERTY OR THE TOP FIVE HUNDRED (500)

FEET OF THE SUBSURFACE THEREOF MEASURED VERTICALLY FROM THE SURFACE (COLLECTIVELY "MINERAL RIGHTS") AS RESERVED IN DEED RECORDED SEPTEMBER 10, 2015 AS INSTRUMENT NO. 2015-00136187, OFFICIAL RECORDS OF SAID COUNTY.

APN: 225-0-014-020
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EXHIBIT B

STATEMENT OF WORK

1. Description of Work
(a) Off-Site Improvements: The Subrecipient will use the $268,074 in CDBG Program funds to complete off-site infrastructure related to Subrecipient’s development of the Project. The Subrecipient will then develop the Project as an affordable housing project. The Subrecipient will manage the Project for a five (5) year compliance period (pursuant to the CDBG Covenants) as affordable apartment units to provide housing to low- and moderate-income persons / households. (b) On-going Project Operation: The Subrecipient and the City have executed the CDBG Regulatory Agreement and Restrictive Covenants (“CDBG Covenants”) concurrently with this CDBG Subrecipient Agreement. The CDBG Covenants establish a five (5) year compliance period for the Project. During the five (5) year compliance period, the Subrecipient shall operate and maintain the Project development in conformance with the CDBG Covenants and with the requirements of this CDBG Subrecipient Agreement. In case of a conflict between the CDBG Covenants and this CDBG Subrecipient Agreement, the more restrictive covenants, standards, and/or requirements shall apply. Project apartment units shall be occupied by income eligible tenants continuously throughout the five (5) year compliance period (pursuant to the CDBG Covenants), to the satisfaction of the Recipient and HUD.

2. Scope of Work: Off-Site Improvements
(a) This CDBG Subrecipient Agreement shall be executed prior to the disbursement of any CDBG funds to the Subrecipient. The Subrecipient agrees that the CDBG Program funds of $268,074 shall be secured through the establishment of a lien in sixth position during construction phase and eighth position during permanent phase of financing on the title of the Property. The Subrecipient agrees to take any and all actions necessary to secure, retain, and defend the position of the City’s CDBG lien on the title of the Property as set forth in this subsection (a) unless the City has agreed in writing to a different arrangement within the chain of title and the City has issued its written consent to such a change prior to any such change in title being initiated or put into effect.
(b) No earlier than January 21, 2025, the Subrecipient shall commence Work activities as described in Exhibit B. This commencement date may be extended only with prior written approval by the Housing Director or Designee in conformance with Section 8 (Work Review Conference).
(c) No later than June 30, 2025, the Subrecipient shall complete all Work activities as described in Exhibit B. This completion schedule may be extended only with prior written approval by the City Housing Director or Designee in conformance with Section 8 (Work Review Conference) but shall in no event be extended beyond December 31, 2025. 574
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(d) If the City, in its sole discretion, determines that the Work fails to comply with the Scope of Work standards and requirements described herein, such failure shall constitute an event of default under the CDBG Deed of Trust and CDBG Note and also this CDBG Subrecipient Agreement.

3. Reporting.
(a) Construction Phase: During the off-site infrastructure construction phase, the Subrecipient shall submit quarterly progress reports to the City describing the progress made towards such off-site improvements. The quarterly reports shall be submitted to the City within 15 days after the end of each quarter.
(b) On-going reporting: See below – Scope of Work: On-Going Project Operation.

4. Scope of Work: On-Going Project Operation.
(a) For each year of the five (5) year compliance period of the CDBG Covenants the Subrecipient shall own, operate and manage the Property in full compliance with all applicable government codes and laws, and to the full satisfaction of the City. The Subrecipient shall provide housing and related services, benefits and assistance to low- and moderate-income persons / households, in compliance with 24 CFR 570.201 and 24 CFR 570.208 of the federal CDBG regulations, throughout the entire five (5) year compliance period. (b) The Project shall be occupied by income eligible tenants continuously throughout the five (5) year compliance period of the CDBG Covenants, to the satisfaction of the Recipient and HUD. The five (5) year compliance period shall commence upon the date of the recordation of a notice of completion (of construction) issued for the Project. (c) In conformance with the CDBG Covenants: (i) throughout the entire five (5) year of the CDBG Covenants, the Subrecipient shall provide all beneficiary information in a report format and time schedule that (1) is acceptable to the City, and (2) that enables the City to meet all reporting requirements of HUD and the CDBG Program, and (ii) the Subrecipient shall fully assist and cooperate with the City as the City monitors and audits the Project during the five (5) years of the CDBG Covenants. The Subrecipient shall promptly address and resolve all shortcomings of the Project or defects identified by the City to the City’s satisfaction. (d) During the Term of this CDBG Subrecipient Agreement, the Subrecipient shall retain legal ownership of the Property and of all rights, royalties, profits and proceeds generated or caused by the Property.
(f) Reversion of Assets. The five (5) year period set forth in 24 CFR 570.503(b)(7) for compliance with one or more national objectives shall be included and contained within the five (5) year compliance period established by the CDBG Covenants. 575
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EXHIBIT C

SCHEDULE OF COMPENSATION

1. Compensation. Subject to the terms and conditions of this CDBG Subrecipient Agreement, and pursuant to the CDBG Note, the City shall provide to the Subrecipient the amount of Two Hundred and Sixty-Eight Thousand Seventy-Four Dollars ($268,074) of CDBG Program funds to enable the Subrecipient to pay for eligible off-site improvement costs related to development of the Project. In no instance shall the City be liable for Work costs in excess of $268,074, nor for any unauthorized or ineligible costs. The Subrecipient shall not obligate or expend the funds for any purpose other than for the off-site infrastructure set forth herein. Payment for the foregoing shall be in accordance with the following procedure:
(a) Concurrently with this CDBG Subrecipient Agreement, the Subrecipient shall execute a promissory note in favor of the City in the amount of $268,074 (“CDBG Note”), a deed of trust and assignment of rents (“CDBG Deed of Trust”), and a regulatory agreement and restrictive covenants (“CDBG Covenants”). The CDBG Deed of Trust and the CDBG Covenants shall be recorded prior to any payment of CDBG Program funds from the City to the Subrecipient. The CDBG Deed of Trust and the CDBG Regulatory Agreement shall be subordinated to other liens and regulatory agreements ("Senior Liens") on the Project as described in Section XLI. of this Agreement, but only on condition that all of the following conditions are satisfied:
(i) All of the proceeds of the proposed Senior Lien, less any transaction costs, must be used to provide construction and/or permanent financing for the Development. (ii) The subordination agreement(s) must be structured to minimize the risk that the CDBG Deed of Trust would be extinguished as a result of a foreclosure by the Senior Lender or other holder of the Senior Lien. To satisfy this requirement, the subordination agreement must provide the City with adequate rights to cure any defaults by the Subrecipient, including: (i) providing the City or its successor with copies of any notices of default at the same time and in the same manner as provided to the Subrecipient; and (ii) providing the City with a cure period to cure any default. (iii) The subordination(s) described in this section may be effective only during the original term of the Senior Lien and any refinancing of the Senior Lien.

The Housing Director or Designee is authorized to execute and form of subordination agreement provided by such Senior Lenders and approved as to form by the City Attorney (b) The Subrecipient shall submit a completed Subrecipient Payment Request Form (see attached Exhibit D) with each payment request. Such payment requests may be submitted no more frequently than on a monthly basis. The Subrecipient shall also submit receipts and other documentation that describe the documents, materials, and activities that will be paid for and/or reimbursed with each specific payment request.
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(c) The Subrecipient may not request disbursement of CDBG funds until the funds are needed for payment of eligible costs (i.e., reimbursement of eligible off-site improvement costs). (d) The CDBG Covenants affecting the Project shall provide for the use of the Property as an affordable housing project that benefits low- and moderate-income persons / households for a compliance period of at least five (5) years.

2. Billing. Subrecipient shall submit an invoice and copies of all original supporting documentation to the Recipient at the following address:

CITY OF OXNARD
Housing Department
435 S D Street
Oxnard, CA 93030
Attention: Housing Director

3. Progress Reports. The Subrecipient shall submit quarterly progress reports to the Recipient.

4. Method of Payment. Payment to Subrecipient of the compensation discussed above shall be based on the submittal and approval of an invoice, and based on conformance with this CDBG Subrecipient Agreement during the Term of this CDBG Subrecipient Agreement. The final disbursement of $1 will occur after final inspection and Project is 100% occupied.

5. Sources and Availability of Funds. It is understood by the parties hereto that the funds being used for the purposes of this CDBG Subrecipient Agreement are funds furnished to the City through HUD pursuant to the provisions of Title 1 of the Housing and Community Development Act of 1974 (42 U.S.C. 5301 et. seq.) (hereinafter referred to as the “Act”). Notwithstanding any other provision of this CDBG Subrecipient Agreement, the liability of the City shall be limited to the CDBG funds that are available. The Subrecipient understands that the City must wait for the release of funds from HUD before grant funds may be advanced or reimbursed. The City shall incur no liability to the Subrecipient, its officers, agents, employees, suppliers, or contractors for any delay in making any such payments, unless such delay is caused by City’s intentional misconduct.

6. Relationship to Grant Agreement. The Subrecipient acknowledges and agrees that this CDBG Subrecipient Agreement is subject to the obligations and limitations imposed on the City by the grant agreement for the CDBG Program (“Grant Agreement”) executed by HUD and the City, and by all future amendments to the Grant Agreement, and that this CDBG Subrecipient Agreement is intended to be in conformance and harmony with the Grant Agreement. The Subrecipient further acknowledges that if the Grant Agreement is terminated by the United States Government prior to the implementation by appropriation and/or funding of this CDBG Subrecipient Agreement, then the City shall have the right to terminate or amend this CDBG Subrecipient Agreement by giving 577
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written notice of the termination or amendment of the Agreement to the Subrecipient. The Subrecipient hereby expressly agrees to the provisions of the Grant Agreement and further expressly agrees that nothing in this CDBG Subrecipient Agreement shall be deemed to require the City to perform an obligation in conflict with the Grant Agreement. The Subrecipient further agrees that the City’s right to enter into amendments to the Grant Agreement is not, and shall not be restricted or impaired, in any way, by this CDBG Subrecipient Agreement.

4. Reimbursement of Improper Expenditures. If at any time within applicable statutory periods of limitation it is determined by the City or by HUD or its duly authorized representatives, or by the United States Secretary of Treasury or duly authorized representatives that funds provided for under the terms and conditions of this CDBG Subrecipient Agreement have been used by or on behalf of the Subrecipient in a manner or for purposes not authorized or prohibited by the Act or regulations adopted pursuant thereto the Subrecipient shall, at the City’s request, pay to the City an amount equal to one hundred percent (100%) of the amount improperly expended. 578
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EXHIBIT D

SUBRECIPIENT PAYMENT REQUEST FORM
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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

CITY OF OXNARD
Housing Department
435 S D Street
Oxnard, CA 93030
Attention: Housing Director
No recording fee pursuant to California
Government Code Section 27383
APN: 225-0-014-020 SPACE ABOVE THIS LINE FOR RECORDER’S USE

CITY OF OXNARD CDBG REGULATORY AGREEMENT

AND RESTRICTIVE COVENANTS
These CITY OF OXNARD CDBG REGULATORY AGREEMENT AND
RESTRICTIVE COVENANTS (“CDBG Covenants”) are made and entered into on or about _______________, 2025, by and between the City of Oxnard, a municipal corporation (the “City” or “Recipient”), and Etting Road LLC, a California limited liability company (the “Subrecipient").

RECITALS
A. The City is a Participating Jurisdiction in the funding programs of the federal Department of Housing and Urban Development (“HUD”), and has received funds from HUD pursuant to the Community Development Block Grant program (“CDBG Program”) to be used pursuant to applicable federal regulations (24 CFR Part 570).

B. Subrecipient owns that certain real property located at 2161 Etting Road, Oxnard, California 93033, as more particularly described in Exhibit A (the “Property”), upon which Subrecipient intends to construct fifty-eight (58) units of affordable housing, including one (1) manager’s unit (the “Project”).

C. The City has provided a loan to the Subrecipient in the amount of Two Hundred and SixtyEight Thousand Seventy-Four Dollars ($268,074) for the purpose of assisting the Subrecipient with the costs of off-site infrastructure related to Subrecipient’s development of the Project (the “Work”).

D. The City and the Subrecipient wish to assure that the Project will be rented continuously to income eligible low- and moderate-income persons / households in conformance with these CDBG Covenants for the entire Term of these CDBG Covenants, as defined below. 580
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E. The purpose of these CDBG Covenants is to regulate and restrict the occupancy, rents, operation, ownership, and management of the Project and its affordable housing units. These CDBG Covenants are intended to run with the land and be binding on the Subrecipient and its successors and assigns in the Property.

F. These CDBG Covenants are subject to the terms and conditions of the CDBG Subrecipient Agreement between the Recipient and the Subrecipient of even date herewith.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged the parties and agree as follows:

ARTICLE I. DEFINITIONS
Section 1.01 “Term” means the five (5) year compliance period during which the Project must meet the affordability requirements imposed under the CDBG Program, commencing upon the date of the recordation of a notice of completion issued for the Project. Regarding the reversion of assets, the five (5) year period set forth in 24 CFR 570.503(b)(7) for compliance with one or more national objectives shall be included and contained within the five (5) year compliance period established by these CDBG Covenants.

Section 1.02 “CDBG Loan” means the loan of CDBG Program funds in the amount of Two Hundred and Sixty-Eight Thousand Seventy-Four Dollars ($268,074) made by the City to the Subrecipient to assist with payment of the cost of the Work pursuant to the CDBG Subrecipient Agreement and the CDBG Note.

Section 1.03 “CDBG Subrecipient Agreement” means the Subrecipient Agreement for CDBG Grant Funds Between the City of Oxnard and Etting Road LLC for Off-Site Infrastructure Costs in Support of Affordable Housing Development in the City of Oxnard executed by and between the Subrecipient and the City concurrently herewith and setting forth the terms and conditions governing the CDBG Loan.

Section 1.04 “CDBG Deed of Trust” means that certain Deed of Trust with Assignment of Rents executed by and between the Subrecipient and the City and recorded concurrently herewith as security for the CDBG Loan with the Subrecipient as trustor and the City as beneficiary, as well as any amendments to, modifications of, and restatements thereto.

Section 1.05 “CDBG Loan Documents” are collectively the CDBG Subrecipient Agreement, the CDBG Note, the CDBG Deed of Trust, and these CDBG Covenants as they may be amended, modified, or restated from time to time, along with all exhibits and attachments to these documents.
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Section 1.06 “CDBG Note” means the City of Oxnard Community Development Block Grant Program Promissory Note Secured By Deed Of Trust executed by the Subrecipient concurrently herewith in favor of the City in the amount of Two Hundred and Sixty-Eight Thousand Seventy-Four Dollars ($268,074) evidencing the CDBG Loan, which is secured by the CDBG Deed of Trust, as well as any amendments to, modifications of, or restatements thereto.

Section 1.07 “Low income household” means a household having an income equal to or less than the Section 8 very low-income limit established by HUD (i.e. 50% or less of area median income adjusted for family size by the State Department of Housing and Community Development) pursuant to 24 CFR 570.3.

Section 1.08 “Moderate income household” means a household having in income equal to or less than the Section 8 low-income limit and greater than the Section 8 very low-income limit, established by HUD (i.e. 80% to 51% of area median income adjusted for family size by HUD) pursuant to 24 CFR 570.3.

Section 1.09 “Income Eligible” shall mean individuals and households meeting the income definitions under Sections 1.07 and/or 1.08.

Section 1.10 “Area Median Income” shall mean the county wide median income in the then currently published guidelines of the U.S. Department of Housing and Urban Development.

Article II. TERMS AND COMPLIANCE
Section 2.01 The Subrecipient’s actions with respect to the Property, the Project and the use of funds from the CDBG Loan shall at all times be in full conformity with all of the requirements of the CDBG Loan Documents.

Section 2.02 These CDBG Covenants shall be effective throughout the Term, as defined above.

Section 2.03 The Subrecipient shall comply with all requirements imposed on projects assisted under the CDBG Program (24 CFR Part 570) in effect on the date that the CDBG Loan is executed by all parties, and as the same may be amended from time to time.

Section 2.04 These affordability requirements shall be covenants running with the land as defined in California Civil Code section 1462. Pursuant to Civil Code section 1468 which governs such covenants, the provisions of these CDBG Covenants shall be binding upon all parties having any right, title, or interest in any of the properties described herein, or any portion thereof and on their heirs, successors in interest and assigns for the Term of these CDBG Covenants. The parties agree that all future deeds or transfers of interest regarding the Property shall show the restrictions of these CDBG Covenants for as long as the Covenants are in effect. 582
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Section 2.05 The Subrecipient, by and for itself and any successors in interest, covenants and agrees that for the entire Term of these CDBG Covenants there shall be no sale, lease, rental, occupancy, removal or other transfer of any of the Project’s affordable rental apartment units except for the rental or leasing of individual apartment units to income eligible persons/ households (as defined in Section 1.09 above), or a transfer as permitted in the CDBG Note. The on-site managers’ apartment units are not subject to affordability restrictions. Any sale, lease, rental, occupancy, removal or other transfer of any of the Project’s affordable rental apartment units in violation of these CDBG Covenants shall be void unless authorized by the prior written consent of the City.

Section 2.06 In the event that the Subrecipient ceases to use the Property as an affordable housing project for income eligible persons / households, or if the Property is transferred, assigned, leased, sold, encumbered or foreclosed whether voluntarily or involuntarily within the Term of these CDBG Covenants, without the prior written consent of the City, the Subrecipient shall repay to the City all CDBG funds loaned to the Subrecipient and invested in the Project, subject to a reasonable notice and cure period.

Article III. PROJECT OCCUPANCY AND RENTS
Section 3.01 During the Term of these CDBG Covenants, the Subrecipient shall rent the units in the Project, excluding the managers’ units, to Income Eligible persons / households at rent levels consistent with the requirements of 24 CFR 570.201 and 24 CFR 570.208 of the federal CDBG regulations. Non-compliance under the terms of these CDBG Covenants shall constitute an event of default under the CDBG Note and CDBG Deed of Trust, subject to applicable cure periods.

Section 3.02 Pursuant to 24 CFR 8.22 & 8.23 & 8.32, no less than five percent (5%) of the Project’s units shall be constructed as Accessible units (for the physically disabled) and an additional two percent (2%) or more of the Project’s units shall be constructed as Sensory units (for the visual and hearing disabled).

Section 3.03 The Project’s units, other than the manager’s unit, shall be occupied by income eligible persons / households within twelve (12) months from the date of issuance of a certificate of occupancy for the Project. Upon the initial occupancy of each individual unit, other than the manager’s unit, the Subrecipient shall provide to the City a Beneficiary Report pursuant to Section 4.01(a) (Beneficiary Report). This 12-month occupancy requirement may not be extended without prior written approval by the City. If all of the Project’s units are not occupied within eighteen (18) months of the date of issuance of a certificate of occupancy for the Project, then this shall constitute an event of default, and the Subrecipient shall repay to the City all CDBG funds loaned to the Subrecipient and invested in the Project. 583
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Section 3.04 Marketing Plan. Prior to occupancy of the Project, the Subrecipient shall submit to the City for approval the marketing plan for the Project, including information on affirmative marketing efforts and compliance with both the federal fair housing laws and the City’s affirmative marketing policy. The City shall approve or disapprove the Project marketing plan within thirty (30) days. If the City does not respond within such 30 days, the marketing plan shall be deemed approved. If the City disapproves the marketing plan, the City shall specify its reasons for disapproval. The Subrecipient shall submit a revised marketing plan within thirty (30) days of the City’s notice of disapproval. The City shall approve or disapprove the revised marketing plan within thirty (30) days of submittal. The City’s disapproval of a revised marketing plan shall constitute an event of default under the provisions of the CDBG Note and the CDBG Deed of Trust.

Article IV. REPORTING AND ON-GOING OPERATIONS
Section 4.01 Beneficiary Report. Immediately upon the initial occupancy of all fiftyseven (57) affordable rental units by income eligible households the Subrecipient shall submit to the Recipient a beneficiary report that provides the tenant household information necessary to enable the Recipient to submit a project completion report into the federal Integrated Disbursement and Information System (IDIS). This beneficiary information is required for the households in all fifty-eight (58) affordable housing units, excluding the manager’s unit.

Section 4.02 On-Going Project Operation. For each year of the Term of these CDBG Covenants, the Subrecipient shall:
(a) Annually submit to and obtain City approval of the rental rate and utility allowance that is used for each of the Project’s affordable housing units. (b) Provide each tenant household with a minimum 30-day notice prior to implementing any rent increase.
(c) Submit to the City an annual report on the Project’s affordable housing units. At a minimum, this annual report shall provide the following information for each unit:
tenant household name, size and income amount, the rental unit size (number of bedrooms) and address, and the rental / utility rate that was charged for the reporting year. (d) Affirmative Marketing: Annual reports shall be submitted by the Subrecipient to the City. Each report shall describe the clientele served by the Project (i.e. total number of clients served with respect to race, ethnicity, gender and disability status). Affirmative steps shall be taken (i.e. targeted marketing) with respects to increasing the participation of any underserved or under-represented group(s).
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Section 4.03 Inspection, Records and Monitoring
(a) All required reports and supporting materials that are required by these CDBG Covenants shall be retained by the Subrecipient for a period of no less than five (5) years.

The Subrecipient shall make all such reports and materials available to the City or its representative for review and copy within ten (10) days after any request by the City to review such reports. (b) The Subrecipient shall permit the City or its representative to conduct annual compliance monitoring, including performing on-site records review and inspections of the Project development and Property, as required by regulation or reasonably requested by the City. The City shall provide reasonable notice prior to inspection.

Article V. GENERAL
Section 5.01 These CDBG Covenants shall not be subordinate to any deed of trust, agreement and/or other obligations of the Subrecipient concerning the Property, except for Senior Liens described in Section XLI.C of the CDBG Subrecipient Agreement, and may be subordinated in priority only as to other liens and encumbrances otherwise approved in writing by the City.

Section 5.02 Notices required to be sent to the City hereunder shall be sent by certified mail, return receipt requested, to the following address:

CITY OF OXNARD
Housing Department
435 S D Street
Oxnard, CA 93030
Attention: Housing Director
Notices to Subrecipient shall be to:

Etting Road LLC
c/o Cabrillo Economic Development Corporation
702 County Square Drive, Suite 200
Ventura, CA 93003
Attn: Chief Executive Officer
With copy to:

Goldfarb & Lipman LLP
1300 Clay Street, 11th Floor
Oakland, CA 94612
Attn: Lynn Hutchins
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Section 5.03 The Subrecipient hereby specifically acknowledges and agrees to be bound by the covenants contained herein regarding the affordability of the Project and its affordable housing units.

Section 5.04 These CDBG Covenants may be executed in counterparts and shall be fully effective as if signed by all parties whether or not the signatures of all the parties appear on the original or on any one copy of these CDBG Covenants. [Signature blocks appear on following pages]
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IN WITNESS WHEREOF, the parties hereto have executed these CDBG Covenants as of the day and year first above written.

RECIPIENT: SUBRECIPIENT:

THE CITY OF OXNARD ETTING ROAD LLC, a California limited company
By: Cabrillo Economic Development
Corporation, a California non-profit public
benefit corporation, its sole member and
manager
Housing Director By: Victoria J Brady
Chief Executive Officer
APPROVED AS TO FORM:

Stephen Fischer
City Attorney
APPROVED AS TO INSURANCE:

Michael More
Human Resources/Risk Manager
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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 )
) ss.

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

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

WITNESS my hand and official seal.
_______________________________ (Place Notary Seal Above) Signature of Notary Public
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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 )
) ss.

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

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

WITNESS my hand and official seal.
_______________________________ (Place Notary Seal Above) Signature of Notary Public
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EXHIBIT A

LEGAL DESCRIPTION
All that certain real property situated in the County of Ventura, State of California, described as follows:

A PORTION OF PARCEL H, SUBDIVISION 72 RANCHO EL RIO DE SANTA CLARA O' LA

COLONIA, IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF

CALIFORNIA, ACCORDING TO THE MAP THEREOF ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF VENTURA COUNTY, IN BOOK 3. MISCELLANEOUS RECORDS AT PAGE 14, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A 3/4 INCH IRON PIPE SET IN THE SOUTHERLY LINE OF PLEASANT VALLEY ROAD DISTANT THEREON NORTH 59° 15' 30" EAST 250.73 FEET FROM A 4" X 4" POST SET AT THE MOST WESTERLY CORNER OF SAID PARCEL H; THENCE FROM SAID POINT OF BEGINNING.
1ST: NORTH 59° 15' 30" EAST 424.64 FEET ALONG THE SOUTHERLY LINE OF SAID PLEASANT VALLEY ROAD TO A 3/4 INCH IRON PIPE MARKED WITH A METAL TAG STAMPED SGB LS 1848; THENCE,
2ND: SOUTH 345.13 FEET TO A NAIL AND METAL TAG STAMPED SGB LS 1848 SET IN

THE SOUTH SIDE OF A LARGE EUCALYPTUS TREE IN THE NORTH LINE OF ETTING ROAD; THENCE ALONG SAID NORTH
LINE.
3RD: WEST 365.00 FEET TO A 3/4 INCH IRON PIPE MARKED WITH A METAL TAG STAMPED SGB LS 1842; THENCE,
4TH: NORTH 128.2 FEET TO THE POINT OF BEGINNING.

EXCEPT THEREFROM ALL RIGHT, TITLE AND INTEREST OF THE GRANTOR IN AND

TO ALL OIL, GAS, MINERALS, HYDROCARBONS AND ASSOCIATED SUBSTANCES IN,

UNDER OR PRODUCED AND SAVED FROM SAID LAND, BUT WITHOUT THE RIGHT OF ENTRY TO THE SURFACE OF THE PROPERTY OR THE TOP FIVE HUNDRED (500)

FEET OF THE SUBSURFACE THEREOF MEASURED VERTICALLY FROM THE SURFACE (COLLECTIVELY "MINERAL RIGHTS") AS RESERVED IN DEED RECORDED SEPTEMBER 10, 2015 AS INSTRUMENT NO. 2015-00136187, OFFICIAL RECORDS OF SAID COUNTY.

APN: 225-0-014-020
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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

CITY OF OXNARD
Housing Department
435 S D Street
Oxnard, CA 93030
Attention: Housing Director
No recording fee pursuant to California
Government Code Section 27383
APN: 225-0-014-020 SPACE ABOVE THIS LINE FOR RECORDER’S USE

DEED OF TRUST AFFECTING REAL PROPERTY

WITH ASSIGNMENT OF RENTS
(This Deed of Trust contains an acceleration clause)
(Secures CDBG Promissory Note, Subrecipient Agreement,
and Regulatory Agreement)
This DEED OF TRUST WITH ASSIGNMENT OF RENTS (the “Deed of Trust”) is made ____________________,2025 between Etting Road LLC, a California limited liability company, herein called TRUSTOR, whose address is 702 County Square Drive, Suite 200, Ventura, CA 93003, to Commonwealth Land Title Company, a California corporation, as trustee, herein called TRUSTEE, and the City of Oxnard, a municipal corporation (the “City”), herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale, that property located at 2161 Etting Road, in the City of Oxnard, which is located in Ventura County, California, as more particularly described in Exhibit A (the “Property”) attached hereto and incorporated herein by this reference;
Together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues, and profits.

This grant is made for the purpose of securing the performance of each agreement of Trustor incorporated by reference or contained herein; and performance of that certain Subrecipient Agreement For CDBG Grant Funds of even date herewith, that certain City of Oxnard CDBG Regulatory Agreement and Restrictive Covenants of even date herewith, and that certain City of Oxnard Community Development Block Grant Program Promissory Note Secured by Deed of Trust dated __________________, 2025, in the face amount of $268,074 made by Trustor to the order of the Beneficiary. This Deed of Trust secures all obligations of each of the foregoing agreements. Any default in the performance of obligations under any of such agreements is a default under each of the agreements and is a default hereunder, and entitles Beneficiary and Trustee to exercise all rights and remedies herein described.

To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange 591
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County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:

COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE
Alameda 1288 556 Madera 911 136 San Luis Obispo 1311 137 Alpine 3 130-31 Marin 1849 122 San Mateo 4778 175
Amador 133 438 Mariposa 90 453 Santa Barbara 2065 881
Butte 1330 513 Mendocino 667 99 Santa Clara 6626 664
Calaveras 185 338 Merced 1660 753 Santa Cruz 1638 607
Colusa 323 391 Modoc 191 93 Shasta 800 633
Contra
Costa
4684 1 Mono 69 302 San Diego Series
5 1964 149774
Del Norte 101 549 Monterey 357 239 Sierra 38 187
El Dorado 704 635 Napa 704 742 Siskiyou 506 762
Fresno 5052 623 Nevada 363 94 Solano 1287 621
Glenn 469 76 Orange 7182 18 Sonoma 2067 427
Humboldt 801 83 Placer 1028 379 Stanislaus 1970 56
Imperial 1189 701 Plumas 166 1307 Sutter 655 585
Inyo 165 672 Riverside 3778 347 Tehama 457 183
Kern 3756 690 Sacramento 5039 124 Trinity 108 595
Kings 858 713 San Benito 300 405 Tulare 25300 108
Lake 437 110 San
Bernardino
6213 768 Toulumne 177 160
Lassen 192 367 San Francisco A-804 596 Ventura 2607 237 Los Angeles T-3878 874 San Joaquin 2855 283 Yolo 769 16 Yuba 398 693
shall inure to and bind the parties hereto, with respect to the property above described. Said Agreements, terms and provisions contained in said subdivisions A and B, (identical in all counties, and attached hereto), are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein (provided that in the event any said provision is inconsistent with the language in this Deed of Trust, the language of this Deed of Trust shall control), and Beneficiary may charge for a statement regarding the obligation secured hereby; provided the charge therefore does not exceed the maximum allowed by law.

The Trustor acknowledges receipt of a copy of such provisions of such fictitious deed of trust.

If the Trustor shall sell, convey or alienate said property, or any part thereof, or any interest therein, or shall be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, in a manner not allowed by the agreements secured by this Deed of Trust or without the written consent of the Beneficiary being first had and obtained, Beneficiary shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable.

The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be made to it at its address hereinbefore set forth.

Exhibit A is attached hereto and incorporated herein.
(Signature appears on following page)
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SIGNATURE OF TRUSTOR

ETTING ROAD LLC,
a California limited liability company
By: Cabrillo Economic Development Corporation, a
California nonprofit public benefit corporation,
Its: sole member and manager
________________________________________
By: Victoria J. Brady
Its: Chief Executive Officer
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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 )
) ss.

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

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

WITNESS my hand and official seal.
_______________________________ (Place Notary Seal Above) Signature of Notary Public

594
Agreement # A-8573
CDBG Deed of Trust - Page 5 of 5

EXHIBIT A

LEGAL DESCRIPTION
All that certain real property situated in the County of Ventura, State of California, described as follows:

A PORTION OF PARCEL H, SUBDIVISION 72 RANCHO EL RIO DE SANTA CLARA O'

LA COLONIA, IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF

CALIFORNIA, ACCORDING TO THE MAP THEREOF ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF VENTURA COUNTY, IN BOOK 3. MISCELLANEOUS RECORDS AT PAGE 14, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A 3/4 INCH IRON PIPE SET IN THE SOUTHERLY LINE OF PLEASANT VALLEY ROAD DISTANT THEREON NORTH 59° 15' 30" EAST 250.73 FEET FROM A 4" X 4" POST SET AT THE MOST WESTERLY CORNER OF SAID PARCEL H; THENCE FROM SAID POINT OF BEGINNING.
1ST: NORTH 59° 15' 30" EAST 424.64 FEET ALONG THE SOUTHERLY LINE OF SAID PLEASANT VALLEY ROAD TO A 3/4 INCH IRON PIPE MARKED WITH A METAL TAG STAMPED SGB LS 1848; THENCE,
2ND: SOUTH 345.13 FEET TO A NAIL AND METAL TAG STAMPED SGB LS 1848 SET

IN THE SOUTH SIDE OF A LARGE EUCALYPTUS TREE IN THE NORTH LINE OF ETTING ROAD; THENCE ALONG SAID NORTH
LINE.
3RD: WEST 365.00 FEET TO A 3/4 INCH IRON PIPE MARKED WITH A METAL TAG STAMPED SGB LS 1842; THENCE,
4TH: NORTH 128.2 FEET TO THE POINT OF BEGINNING.

EXCEPT THEREFROM ALL RIGHT, TITLE AND INTEREST OF THE GRANTOR IN AND

TO ALL OIL, GAS, MINERALS, HYDROCARBONS AND ASSOCIATED SUBSTANCES

IN, UNDER OR PRODUCED AND SAVED FROM SAID LAND, BUT WITHOUT THE

RIGHT OF ENTRY TO THE SURFACE OF THE PROPERTY OR THE TOP FIVE HUNDRED (500) FEET OF THE SUBSURFACE THEREOF MEASURED VERTICALLY FROM THE SURFACE (COLLECTIVELY "MINERAL RIGHTS") AS RESERVED IN DEED RECORDED SEPTEMBER 10, 2015 AS INSTRUMENT NO. 2015-00136187, OFFICIAL RECORDS OF SAID COUNTY.

APN: 225-0-014-020
595
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CITY OF OXNARD

COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM

PROMISSORY NOTE SECURED BY DEED OF TRUST
$268,074 Oxnard, California ______________, 2025
FOR VALUE RECEIVED, Etting Road LLC, a California limited liability company (“Subrecipient”), whose address is 702 County Square Drive, Suite 200, Ventura, California 93003, hereby promises to pay to the order of the City of Oxnard, a municipal corporation (“City”), whose address is 435 South D Street, Oxnard, California 93030, the principal amount equal to Two Hundred and Sixty-Eight Thousand Seventy-Four Dollars ($268,074), or so much thereof as may be advanced by City to Subrecipient, together with interest thereon, as set forth below.

1. PURPOSE. In order to assist Subrecipient in developing a fifty-eight (58) unit affordable rental housing development located at 2161 Etting Road, Oxnard, California (“Project”), City has agreed to loan to Subrecipient the amount of Two Hundred and Sixty-Eight Thousand Seventy-Four Dollars ($268,074) to cover the costs of off-site infrastructure in furtherance of the Project, which amount is derived from funds received by the City from the United States Department of Housing and Urban Development through the Community Development Block Grant Program (“CDBG Funds”).

2. SUBRECIPIENT’S OBLIGATION. This promissory note (“Note”) evidences Subrecipient’s obligation to pay City the principal amount of Two Hundred and Sixty-Eight Thousand Seventy-Four Dollars ($268,074) (“Loan”) for the CDBG Funds loaned to Subrecipient by City for the specific uses designated in that certain Subrecipient Agreement for CDBG Grant Funds by and between Subrecipient and City of even date herewith (“Subrecipient Agreement”) and that certain CDBG Regulatory Agreement and Restrictive Covenants by and between Subrecipient and City of even date herewith (“Regulatory Agreement”). This Note is secured by a Deed of Trust and Assignment of Rents by Subrecipient in favor of City of even date herewith (“Deed of Trust,” and collectively with this Note, the Subrecipient Agreement and the Regulatory Agreement, the “CDBG Loan Documents”).

3. INTEREST. Subject to Section 4, this Note shall bear simple interest at the rate of three percent (3%) per annum from the date of the first disbursement under the Subrecipient Agreement. Interest is not compounding.

4. DEFAULT INTEREST. In the event of default by Subrecipient of any of its obligations under the CDBG Loan Documents, Subrecipient shall pay to City interest on the outstanding principal of this Note, at an annual rate equal to the lesser of (i) ten percent (10%) or (ii) the highest interest allowed by law, in addition to the interest rate provided in Section 3 above, from the date of the event of default until the date that the event of default is cured or the Loan is repaid in full. The default interest shall be paid monthly and is due to the City on the first day of each month.

5. AMOUNT AND TIME OF PAYMENT. The principal and interest of the Loan shall 596
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be due and payable on the earlier of: (a) fifty-five (55) years from the date of the recordation of a notice of completion issued for the Project, or (b) the date the Property is sold or otherwise transferred, except, if Subrecipient is a limited partnership and the affordability covenants are maintained for the duration of the original City affordability period, for a transfer to the general partner(s) of the Subrecipient or, a City approved affiliate thereof, or (c) Subrecipient has failed to commence Project activities as set forth in Section VII of the Subrecipient Agreement, or (d) an event of default by Subrecipient which has not been cured as within thirty (30) days after notice thereof by City or such longer period if so specified by the City. Annual loan payments on the Loan shall be made in accordance with Section 7 hereof. In the event of default by Subrecipient which has not been cured as provided herein, the principal and all current and accrued interest shall be due and payable in accordance with Section 9 of this Note. In any event, the principal and all current and accrued interest shall be due and payable no later than December 31, 2080.

6. DEFINITIONS. Unless otherwise defined, all capitalized terms in this Note shall have the definition ascribed to such terms in the Subrecipient Agreement. a. “ANNUAL FINANCIAL STATEMENT" means the financial statement for each calendar year prepared at Subrecipient’s expense and prepared under accounting principles generally accepted in the United States of America and audited by Certified Public Accountants reasonably acceptable to City, which shall form the basis for determining the Residual Receipts.
b. "ANNUAL OPERATING EXPENSES" means with respect to a particular calendar year the following costs reasonably and actually incurred for operation and maintenance of the Project, using generally accepted accounting principles:
debt service currently due on a non-optional basis ( excluding debt service due from Residual Receipts, cash flow or surplus cash of the Project) on loans secured by the Senior Liens set forth in Section XLI.C of the Subrecipient Agreement (“Senior Loans”) and other loans associated with development of the Project and approved by the City; property and other taxes and assessments imposed on the Project; premiums for property damage and liability insurance; utility services not paid for directly by tenants, including water, sewer, trash collection, gas, and electricity; maintenance and repair, including but not limited to, pest control, landscaping and grounds maintenance, painting and decorating, cleaning, common systems repairs, general repairs, janitorial supplies and maintenance oversight fee; any annual license or certificate of occupancy fees required for operation of the Project; general administrative expenses including, but not limited to, advertising and marketing, security services and systems, professional fees for legal, audit, accounting and tax returns; bookkeeping fees, property management fees not to exceed eight percent (8%) of Gross Revenues from the Project plus reimbursements including on-site manager costs and reimbursements which are standard in the industry; any fees or costs in connection with resident/social services provided to tenants; social services oversight fee in a reasonable amount given comparable fees for such services at that time; cash deposited into a reserve for capital replacements of Project improvements in such reasonable amounts as are approved by lenders of the Senior Loans to the Project (“Senior Lenders”), any current and accrued fee for managing the Subrecipient entity, paid to the manager of the Subrecipient, in an annual 597
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amount of Twenty Thousand Dollars ($20,000) a year (or partial year) of the Project’s operations, increasing annually by three percent (3%); payment of any previously unpaid portion of the Development Fee due (with interest at a rate not to exceed the applicable federal rate) not exceeding a cumulative amount of the Development Fee as allowed by the California Department of Housing and Community Development (“HCD”); cash deposited into an operating reserve in such reasonable amounts as are approved by Senior Lenders to the Project; extraordinary operating costs specifically approved by the City; and other ordinary and reasonable operating expenses not listed above. Annual Operating Expenses shall not include the following: depreciation, amortization, depletion or other noncash expenses or any amount expended from a reserve account. The Annual Operating Expenses shall be reported in the Annual Financial Statement. c. “GROSS REVENUE” means for each calendar year, all revenue, income, receipts, and other consideration actually received by Subrecipient from operation and leasing of the Project. Gross Revenue includes, but is not limited to: (i) all rents, fees and charges paid by tenants, payments or other rental subsidy payments received for the dwelling units, deposits forfeited by tenants, all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreements resulting in actual income to Subrecipient; (ii) the proceeds of business interruption or similar insurance; (iii) the proceeds of casualty insurance to the extent not utilized to repair or rebuild the Project (or applied toward the cost of recovering such proceeds); (iv) condemnation awards for a taking of part or all of the Project for a temporary period. Gross Revenue shall exclude tenants' security deposits, loan proceeds, capital contributions or other similar advances. d. “RESIDUAL RECEIPTS” in a particular calendar year shall mean the amount by which Gross Revenue exceeds Annual Operating Expenses.

7. PAYMENTS. All accrued interest and principal shall be due and payable in accordance with the terms set forth in Section 5. Commencing on July 1st of the first year after all other Senior Loans have been fully repaid, Subrecipient shall make an annual Loan payment equal to fourteen and eighty-nine hundredths’ percent (14.89%) of Residual Receipts for the previous calendar year (each, an “Annual Payment”). The Subrecipient shall provide the City with any documentation reasonably requested by the City to substantiate the Subrecipient’s determination of the Gross Revenue, Annual Operating Expenses, and Annual Payment. The City shall apply all Annual Payments first to accrued interest, and second to principal. In the event that the City determines that there is an understatement in the amount of an Annual Payment due to City, Subrecipient shall promptly pay to City such understatement, but in any event, no later than within twenty (20) days of notice of such understatement. In the event that City determines that there has been an overpayment in an Annual Payment due to City, City shall pay to Subrecipient the amount of overpayment promptly, but in any event, within twenty (20) days of such determination. If contested, Subrecipient has the right to pay under protest and request an audit by an independent certified public accountant. On or before each Annual Payment the Subrecipient shall submit its Annual Financial Statement to City for the preceding calendar year together with the required Annual Payment for the preceding calendar year and each Payment Date thereafter until the Loan is paid in full or otherwise terminated. City shall review and approve the amount to be paid by Subrecipient and the Annual Financial Statement, or request revisions, within sixty (60) days after 598
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receipt. In the event City fails to approve or disapprove the Annual Financial Statement within the sixty (60) day period, Subrecipient may request a written determination of approval or disapproval following the expiration of such period. In the event City fails to provide a written determination to Subrecipient within ten (10) days following the receipt of Subrecipient’s request for determination, the Annual Financial Statement shall be deemed approved.

8. PLACE AND MANNER OF PAYMENT. All amounts due and payable under this Note are payable at the office of City at the address set forth above, or at such other place as City may designate to Subrecipient in writing from time to time, in any coin or currency of the United States which on the respective Payment Dates thereof shall be legal tender for the payment of public and private debts.

9. DEFAULT AND ACCELERATION. This Note is secured by the Deed of Trust. All covenants, conditions and agreements contained in the Deed of Trust and the Subrecipient Agreement are hereby made a part of this Note. Subrecipient agrees that the principal and all current and accrued interest, shall, at the option of City, be immediately due and payable upon any event of default as defined in the Subrecipient Agreement which has not been cured pursuant to that Subrecipient Agreement, including without limitation the failure of Subrecipient to make any payment when due. Upon any event of default, City may exercise any other right or remedy permitted under this Note and the CDBG Loan Documents. Notwithstanding anything to the contrary contained in the CDBG Loan Documents, City hereby agrees that any cure of any event of default made or tendered by Subrecipient's limited partners shall be deemed to be a cure by Subrecipient and shall be accepted or rejected on the same basis as if made or tendered by Subrecipient.

10. PREPAYMENT OF LOAN. No prepayment penalty will be charged to Subrecipient for payment of all or any portion of the Loan amounts prior to the end of the term described herein.

However, prepayment of the Loan during the term of the Regulatory Agreement shall require City approval and shall not affect Subrecipient’s obligations under the Regulatory Agreement.

11. NO OFFSET. Subrecipient hereby waives any rights of offset it now has or may hereafter have against City, its successors and assigns, and agrees to make the payments called for herein in accordance with the terms of this Note.

12. WAIVERS. All presentments, notices of dishonor, and protests are waived by all makers, sureties, guarantors, and endorsers of this Note, if any.

13. CONSENTS AND APPROVALS. Any consent or approval of City required under this Note shall not be unreasonably withheld or delayed.

14. NOTICES. Except as may be otherwise specifically provided herein, any approval, notice, direction, consent request or other action by City shall be in writing and may be communicated to Subrecipient at the principal office of Subrecipient set forth below, or at such other place or places as Subrecipient shall designate in writing, from time to time, for the receipt of communications from City. Copies of all notices which are sent to Subrecipient under the terms of the Loan Documents shall also be sent the additional parties as listed at the address below. 599
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SUBRECIPIENT: Etting Road LLC
c/o Cabrillo Economic Development Corporation
702 County Square Drive, Suite 200
Ventura, CA 93003
Attn: Chief Executive Officer
With copy to: Goldfarb & Lipman LLP
1300 Clay Street, 11th Floor
Oakland, CA 94612
Attn: Lynn Hutchins

15. BINDING UPON SUCCESSORS. All provisions of this Note shall be binding upon and inure to the benefit of the successors-in-interest, transferees, and assigns of Subrecipient and City.

16. GOVERNING LAW. This Note shall be interpreted under and governed by the laws of the State of California, except for those provisions relating to choice of law and those provisions preempted by federal law.

17. SEVERABILITY. Every provision of this Note is intended to be severable. If any provision of this Note shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

18. TIME. Time is of the essence in this Note.

19. WAIVER. Any waiver by City of any obligation in these Loan Documents must be in writing. No waiver will be implied from any delay or failure by City to take action on any breach or default of Subrecipient or to pursue any remedy allowed under the Loan Documents or applicable law. Any extension of time granted to Subrecipient to perform any obligation under the Loan Documents shall not operate as a waiver or release from any of the Subrecipient’s obligations under the Loan Documents. Consent by City to any act or omission by Subrecipient shall not be construed to be consent to any other or subsequent act or omission or to waive the requirement for City’s written consent to future waivers.

20. AMENDMENTS AND MODIFICATIONS. Any amendments or modifications to this Note must be in writing, and shall be made only if executed by both Subrecipient and City.

21. NONRECOURSE. Except as expressly provided in the second paragraph of this Section 21, the Subrecipient, and the Subrecipient's partners, officers, directors, employees and agents shall not have any direct or indirect personal liability for payment of the principal of, or interest on, this Note. The sole recourse of the City with respect to the principal of, or interest on, the Note shall be to the property securing the indebtedness evidenced by the Note. However, nothing contained in the foregoing limitation of liability shall (i) limit or impair the enforcement 600
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against all such security for the Note of all the rights and remedies of the City, or (ii) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto.

The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the Note, except as hereafter set forth; nothing contained herein is intended to relieve the Subrecipient of personal liability to the extent of actual damages for (i) Subrecipient's fraud or willful misrepresentation; (ii) the failure to pay taxes, assessments or other charges (which are not contested by the Subrecipient in good faith) which may create liens on the Property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (iii) the fair market value of any personal property or fixtures removed or disposed of by the Subrecipient other than in accordance with the Deed of Trust; (iv) the material 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; (v) the Subrecipient's indemnification obligations under the Subrecipient Agreement; and (vi) payment to the City of any rental income or other income arising with respect to the Property received by the Subrecipient after the City has given notice to the Subrecipient of the occurrence of an event of default and after the expiration of all applicable notice and cure periods, subject to the rights of any City providing a loan secured by the Property to which the City has subordinated the Deed of Trust.
(signature appears on following page)
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IN WITNESS WHEREOF, the Subrecipient has executed this Note as of the day and year first above written.

SUBRECIPIENT:

ETTING ROAD LLC,
A California limited liability company
By: Cabrillo Economic Development Corporation, a
California nonprofit public benefit corporation,
Its: sole member and manager
________________________________________
By: Victoria J. Brady
Its: Chief Executive Officer
602
Agreement # 32500406
1 650\156\3896658.3

AFFORDABLE HOUSING LOAN AGREEMENT
(DOLORES HUERTA GARDENS)
This Affordable Housing Loan Agreement (“Loan Agreement”) is made as of this day of , 2025, by and between the City of Oxnard, a municipal corporation (“Lender”) and Etting Road LLC, a California limited liability company (“Borrower”).

RECITALS
A. Lender wishes to promote the development of more affordable rental housing in neighborhoods in need of revitalization in the City and to provide a greater choice of housing opportunities for persons and families with low incomes.

B. Borrower is constructing a fifty-eight (58) unit multi-family housing a development with community room, community gardens, common courtyards, and private outdoor patios and balconies on a 1.98-acre parcel located in Oxnard, California as more particularly particularly described in Exhibit A attached hereto and incorporated by this reference (the “Property”).

C. Lender has “In Lieu Fees” collected by Lender pursuant to the provisions of City of Oxnard Ordinance Nos. 2721 and 2980 for the purpose of expanding the supply of decent, safe, sanitary and affordable housing for low-income persons and families.

D. A total of Six Hundred and Thirty-One Thousand Nine Hundred Dollars ($631,900) of In Lieu Fees will be loaned to Borrower pursuant to this Loan Agreement.

NOW THEREFORE, IN CONSIDERATION of the mutual agreements, obligations, and representations, and in further consideration for the making of the Loan, Borrower and Lender hereby agree as follows:

ARTICLE 1 DEFINITIONS
The following terms have the meanings and content set forth in this section wherever used in this Loan Agreement, attached Exhibits, or documents incorporated into this Loan Agreement by reference.

1.1 “ANNUAL FINANCIAL STATEMENT" means the financial statement for each calendar year prepared at Borrower’s expense and prepared under accounting principles generally accepted in the United States of America and audited by Certified Public Accountants reasonably acceptable to Lender, which shall form the basis for determining the Residual Receipts.

1.2 "ASSISTED UNIT" means any of the six (6) housing units on the Property which are supported by funds under this Loan Agreement. 603
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1.3 "BORROWER" is Etting Road LLC, a California limited liability company and its authorized representatives, assigns, transferees, or successors-in-interest thereto.

1.4 "CITY" means the City of Oxnard, a municipal corporation.

1.5 "DEED OF TRUST" is that certain deed of trust, assignment of rents, and security agreement placed on the Property and the improvements to be constructed thereon as security for the Loan by Borrower as trustor with Lender as beneficiary attached hereto as Exhibit C. The terms of the Deed of Trust have been incorporated into this Loan Agreement.

1.6 “DISBURSEMENT SCHEDULE” is the proposed disbursements of loan proceeds as set forth in Exhibit E attached hereto.

1.7 “EFFECTIVE DATE” is the execution date of this Agreement.

1.8 "ESCROW HOLDER" means the person or entity designated by the Borrower and approved by Lender to hold the Regulatory Agreement and Deed of Trust until receiving written instructions to record the documents.

1.9 "HAZARDOUS MATERIALS" means any hazardous or toxic substances, materials, wastes, pollutants, or contaminants which are defined, regulated, or listed as "hazardous substances," "hazardous wastes," "hazardous materials," "pollutants," “contaminants," or "toxic substances," under federal or state environmental and health and safety laws and regulations, including without limitation petroleum and petroleum byproducts, flammable explosives, urea formaldehyde insulation, radioactive materials, asbestos, and lead.

Hazardous Materials do not include substances that are used or consumed in the normal course of developing, operating, or occupying a housing project, to the extent and degree that such substances are stored, used, and disposed of in the manner and in amounts that are consistent with normal practice and legal standards at the time of such use.

1.10 Intentionally left blank.

1.11 "HUD" means the United States Department of Housing and Urban Development.

1.12 “IMPROVEMENTS” means any improvements and development of the Property.

1.13 "INSURANCE REQUIREMENTS" means the insurance coverage which must be in full force and effect during the term of the Regulatory Agreement, as specified in Exhibit F.

1.14 "LENDER" means the City of Oxnard, a municipal corporation and its authorized representatives, officers, officials, directors, employees, and agents. 604
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1.15 "LOAN" means the loan of funds in the total amount of Six Hundred and ThirtyOne Thousand Nine Hundred Dollars ($631,900) from the Lender to the Borrower as provided in this Loan Agreement to provide permanent financing for the Project.

1.16 "LOAN AGREEMENT" means this loan agreement entered into between Lender and Borrower.

1.17 “LOAN DOCUMENTS" are collectively the Loan Agreement, the Note, the Deed of Trust, and the Regulatory Agreement, as they may be amended, modified, or restated from time to time, along with all exhibits and attachments to these documents.

1.18 “MEDIAN INCOME” means the median income for Ventura County Metropolitan Statistical Area as determined by HUD with adjustments for household size.

1.19 “NOTE" means the promissory note executed by the Borrower in favor of Lender in the amount of Six Hundred and Thirty-One Thousand Nine Hundred Dollars ($631,900) to evidence the Loan substantially in the form attached hereto as Exhibit B.

1.20 "NOTICE OF COMPLETION" shall mean the notice that shall be filed by the Borrower with the Ventura County Recorder at completion of construction. Borrower shall not unreasonably delay filing the Notice of Completion.

1.21 "OPERATING EXPENSES" means with respect to a particular calendar year the following costs reasonably and actually incurred for operation and maintenance of the Project, using generally accepted accounting principles: debt service currently due on a nonoptional basis (excluding debt service due from Residual Receipts, cash flow or surplus cash of the Development) on loans secured by the Senior Liens set forth in Section 1.30 of this Agreement (“Senior Loans”) and other loans associated with development of the Project and approved by the City; property and other taxes and assessments imposed on the Project; premiums for property damage and liability insurance; utility services not paid for directly by tenants, including water, sewer, trash collection, gas, and electricity; maintenance and repair, including but not limited to, pest control, landscaping and grounds maintenance, painting and decorating, cleaning, common systems repairs, general repairs, janitorial supplies and maintenance oversight fee; any annual license or certificate of occupancy fees required for operation of the Project; general administrative expenses including, but not limited to, advertising and marketing, security services and systems, professional fees for legal, audit, accounting and tax returns; bookkeeping fees, property management fees not to exceed eight percent (8%) of Gross Revenues from the Project plus reimbursements including on-site manager costs and reimbursements which are standard in the industry; any fees or costs in connection with resident/social services provided to tenants; social services oversight fee in a reasonable amount given comparable fees for such services at that time; cash deposited into a reserve for capital replacements of Project improvements in such reasonable amounts as are approved by lenders of the Senior Loans to the Project ("Senior Lenders"), any current and accrued fee for managing the Borrower entity, paid to the manager of the Borrower, in an annual amount of Twenty Thousand Dollars ($20,000) a year (or partial year) of the Project’s operations, increasing annually by three percent (3%); payment of any previously unpaid portion of the 605
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Development Fee due (with interest at a rate not to exceed the applicable federal rate) not exceeding a cumulative amount of the Development Fee as allowed by the California Department of Housing and Community Development (“HCD”); cash deposited into an operating reserve in such reasonable amounts as are approved by Senior Lenders to the Development; extraordinary operating costs specifically approved by the City; and other ordinary and reasonable operating expenses not listed above. Annual Operating Expenses shall not include the following: depreciation, amortization, depletion or other non-cash expenses or any amount expended from a reserve account. The Operating Expenses shall be reported in the Annual Financial Statement.

1.22 "PAYMENT DATE" shall mean July 1st of the year following the issuance of a Notice of Completion for the Project, and each July 1st thereafter until the loan is paid in full or otherwise terminated.

1.23 “PROJECT" means the operation and management of the Property according to the terms of this Loan Agreement.

1.24 "PROPERTY" means the property commonly referred to as 2161 Etting Road, Street, Oxnard, California, as more particularly described in Exhibit A, which is incorporated into this Loan Agreement by this reference.

1.25 "QUALIFYING HOUSEHOLD" means a household having an income equal to or less than the Section 8 very low-income limit established by HUD (i.e. 50% or less of area median income adjusted for family size by the State Department of Housing and Community Development) pursuant to 24 CFR 570.3.

1.26 "QUALIFYING RENT" means the total annual charges for rent, utilities, and related services to each Very Low-Income Household which shall not exceed thirty percent (30%) of the income for a Very Low-Income Household.

1.27 “REGULATORY AGREEMENT" means the regulatory agreement executed by Borrower and Lender, attached as Exhibit D, and recorded against the Property in the Official Records of Ventura County which regulates the use of the Assisted Units.

1.28 "RESIDUAL RECEIPTS” means for any calendar year Revenues reduced by Operating Expenses.

1.29 "REVENUE" means for each calendar year, all revenue, income, receipts, and other consideration actually received by Borrower from operation and leasing of the Project.

Gross Revenue includes, but is not limited to: (i) all rents, fees and charges paid by tenants, payments or other rental subsidy payments received for the dwelling units, deposits forfeited by tenants, all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreements resulting in actual income to Borrower; (ii) the proceeds of business interruption or similar insurance; (iii) the proceeds of casualty insurance to the extent not utilized to repair or rebuild the Project (or applied toward the cost of recovering such proceeds); (iv) condemnation awards for a taking of part or all of the Project for a temporary period. Revenue 606
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shall exclude tenants' security deposits, loan proceeds, capital contributions or other similar advances.

1.30 "SENIOR LIENS” means liens securing repayment of and regulatory agreements associated with the following loans: First-Citizens Bank & Trust Company (formerly known as Silicon Valley Bank) $31,535,475 construction loan converting to a permanent loan of approximately $4,175,200; HCD Joe Serna construction/permanent loan of $5,000,000; HCD Accelerator permanent loan of $26,246,464; HCD Veterans Housing and Homelessness Prevention Program (VHHP) permanent loan of $2,788,410; City HOME construction/permanent loan of $1,854,000; and County of Ventura construction/permanent loan of $380,000.

1.31 “VERY LOW-INCOME HOUSEHOLD" means a household whose annual income does not exceed fifty percent (50%) of the median income for the Ventura County Metropolitan Statistical Area as determined by HUD with adjustments for household size.

ARTICLE 2 TERMS OF THE LOAN

2.1 LOAN. On and subject to the terms and conditions of the Loan Documents, Lender agrees to make and Borrower agrees to accept a loan with the following terms:

2.2 AMOUNT. The principal amount of the Loan shall be an amount not to exceed Six Hundred and Thirty-One Thousand Nine Hundred Dollars ($631,900) and shall be evidenced by the Note.

2.3 INTEREST. Subject to the provisions of Section 2.4, the Note shall bear interest at a rate of three percent (3%) simple interest from the date on which the principal amount of the Loan is initially advanced to Borrower through the fifty-five (55) year amortizing loan term.

2.4 DEFAULT INTEREST. In the event of a default by Borrower of any of its obligations under this Loan Agreement and expiration of applicable cure periods, Borrower shall pay to Lender interest on the outstanding principal of the Loan, at an annual rate equal to the lesser of (i) ten percent (10%) or (ii) the highest interest allowed by law, from the date of the default until the date that the default is cured or the Loan is repaid in full.

2.5 TERM OF LOAN. The principal and interest of the Loan shall be due and payable on the earlier of: (a) fifty-five (55) years from the issuance of a Notice of Completion, or (b) the date the Property is sold. In the Event of Default by Borrower, which has not been cured as provided for in this Loan Agreement, all current and accrued interest shall be due and payable.

2.6 USE OF FUNDS. Loan proceeds shall be used for construction expenses.

2.7 SECURITY. Borrower shall secure its obligation to repay the Loan by executing a Deed of Trust and recording it as a lien against the Property. 607
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2.8 REPAYMENT OF THE LOAN. All accrued interest and principal shall be due and payable in accordance with the terms set forth in Section 2.5 of this Agreement.

Commencing on July 1st of the first year after the issuance of a Notice of Completion, which shall include a Temporary Certificate of Occupancy for the Project, and on July 1st of each year thereafter and after all Senior Loans have been fully repaid, Borrower shall make an annual Loan payment equal to thirty-five and eleventh hundredths percent (35.11%) of Residual Receipts for the previous calendar year (each, an “Annual Payment”). The Borrower shall provide the City with any documentation reasonably requested by the City to substantiate the Borrower’s determination of the Revenue, Operating Expenses, and Annual Payment. The City shall apply all Annual Payments first to accrued interest, and second to principal. In the event that the City determines that there is an understatement in the amount of an Annual Payment due to City, Borrower shall promptly pay to City such understatement, but in any event, no later than within twenty (20) days of notice of such understatement. In the event that City determines that there has been an overpayment in an Annual Payment due to City, City shall pay to Borrower the amount of overpayment promptly, but in any event, within twenty (20) days of such determination. If contested, Borrower has the right to pay under protest and request an audit by an independent certified public accountant. On or before each Annual Payment the Borrower shall submit its Annual Financial Statement to City for the preceding calendar year together with the required Annual Payment for the preceding calendar year and each Payment Date thereafter until the Loan is paid in full or otherwise terminated. City shall review and approve the amount to be paid by Borrower and the Annual Financial Statement, or request revisions, within sixty (60) days after receipt. In the event City fails to approve or disapprove the Annual Financial Statement within the sixty (60) day period, Borrower may request a written determination of approval or disapproval following the expiration of such period. In the event City fails to provide a written determination to Borrower within ten (10) days following the receipt of Borrower’s request for determination, the Annual Financial Statement shall be deemed approved.

2.9 PREPAYMENT OF LOAN. No prepayment penalty will be charged to Borrower for payment of all or any portion of the Loan amount prior to the end of the term described herein. However, prepayment of the Loan shall not affect Borrower's obligations under the Regulatory Agreement.

2.10 RECORDING. Escrow Holder shall record with the Recorder for the County of Ventura the following documents concurrently: Deed of Trust, Regulatory Agreement, CDBG Regulatory Agreement and Restrictive Covenants, and CDBG Deed of Trust.

A. For avoidance of doubt, CDBG Regulatory Agreement and Restrictive Covenants is that Agreement executed between the City and Borrower in connection with a Community Development Block Grant ("CDBG") loan in the amount of $268,074.

B. For avoidance of doubt, CDBG Deed of Trust is that Agreement executed between the City and Borrower to secure a CDBG loan in the amount of $268,074.

ARTICLE 3 LOAN DISBURSEMENTS

3.1 CONDITIONS PRECEDENT TO DISBURSEMENT. Lender shall not be obligated to make any disbursements of the Loan proceeds or take any other action under the 608
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Loan Documents unless the following conditions precedent are satisfied prior to the disbursement of the Loan:

A. There exists no Event of Default nor any act, failure, omission or condition that with the giving of notice or passage of time would constitute an Event of Default; B. Borrower has executed and delivered to Lender all documents, instruments, and policies required under the Loan Documents and the Deed of Trust and the Regulatory Agreement have been recorded with the Recorder for the County of Ventura; C. Borrower has provided to Lender a certificate of insurance or copy of the insurance policy, which policy shall be satisfactory to the Lender and which conforms to Exhibit F; and
D. Borrower has complied with all reporting requirements set forth in this Loan Agreement.

3.2 DISBURSEMENT OF LOAN PROCEEDS. Disbursement of Loan proceeds shall not exceed Six Hundred and Thirty-One Thousand Nine Hundred Dollars ($631,900). The disbursement shall be made in accordance with the Disbursement Schedule and each disbursement shall be approved by Lender prior to such disbursement based upon documentation submitted to Lender by Borrower.

ARTICLE 4 DEVELOPMENT OF PROJECT

4.1 SCOPE OF WORK. Prior to the date of this Agreement, Borrower submitted to Lender and Lender approved the final scope of work for the Project. Borrower shall develop and construct the Project in substantial conformance with the scope of work and any modifications thereto approved in writing by Lender.

4.2 COMPLETION OF PROJECT. Borrower shall diligently prosecute development of the Project to completion. Borrower shall provide proof of completion as evidenced by the recording of a Notice of Completion. The initial lease up of the Assisted Units shall occur within six (6) months of the Project placed in service date. If Borrower fails to lease up the Assisted Units within that time period, Borrower must prepare and submit a marketing plan for approval to the City Housing Director. If initial lease up of the Assisted Units has still not occurred within eighteen (18) months of the Project placed in service date, Developer will be required to repay to Lender, within 30 calendar days of receipt of notice from Lender, a pro rata share of the outstanding principal loan plus interest thereon. The pro rata repayment shall be based upon the total number of Assisted Units that have not been initially leased up during the 18 month period.

4.3 FINANCING. Borrower shall promptly inform Lender in writing of any changes in the amount, terms, and/or sources of financing or funding for the Property acquisition and Project development work.
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4.4 CONTRACTS AND SUBCONTRACTS. All development work and professional services for the Project shall be performed by persons or entities licensed or otherwise authorized to perform the applicable construction work or service in the State of California.

All costs incurred in acquisition of the Property and development, construction and operation of the Project shall be the responsibility and obligation solely of Borrower.

4.5 ADDITIONS OR CHANGES IN WORK. Lender must be notified in a timely manner of any changes in the work required to be performed under this Loan Agreement. A written change order authorized by Lender must be obtained before any changes, additions, or deletions may be performed that would modify any line item by more than $50,000 or in the aggregate by $250,000. If Lender has not responded to a written request for a change order by Borrower within ten (10) days of receipt of such request by Lender, such request shall be deemed approved by Lender. Consent to any additions, changes, or deletions to the work shall not release Borrower from any other obligations in the Loan Documents.

4.6 INSPECTIONS. Borrower shall permit and facilitate, and require its contractors to permit and facilitate, observation and inspection at the job site by Lender and by public authorities during reasonable business hours for the purposes of determining compliance with this Loan Agreement.

4.7 SITE SUPERVISION. During the development of the Project, Borrower shall maintain a full-time site superintendent to supervise all development and construction work on the Property. The site superintendent shall be on-site during all work hours.

4.8 CONSTRUCTION RESPONSIBILITIES. Borrower shall be solely responsible for all aspects of Borrower's conduct in connection with the Project, including, but not limited to, the quality and suitability of the construction work, the supervision of construction work, the qualifications, financial condition, and performance of all contractors, subcontractors, suppliers, consultants, and property managers. To ensure compliance with all applicable labor code requirements, Borrower has hired a labor compliance monitor. Any review or inspection undertaken by Lender with reference to the Project is solely for the purpose of determining whether Borrower is properly discharging its obligations to Lender, and should not be relied upon by Borrower or by any third parties as a warranty or representation by Lender as to the quality of the development and construction of the Project.

4.9 BARRIERS TO THE DISABLED. The Project shall be developed and the Property shall be maintained to comply with all applicable federal, state, and local requirements for access for disabled persons.

4.10 LEAD-BASED PAINT AND ASBESTOS REMOVAL. Borrower and its contractors and subcontractors shall not use lead-based paint or asbestos in the development and construction of the Property and shall comply with Federal Regulations 24 C.F.R., 29 C.F.R., 40 C.F.R., Title X, California O.S.H.A., California health codes, and all County standards.

Borrower shall incorporate or cause to be incorporated this provision in all contracts and 610
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subcontracts for work performed on the Property which involves the application of paint and/or other construction-related surfaces.

4.11 MECHANICS LIENS AND STOP NOTICES. If any claim of lien is filed against the Property or a stop notice affecting the Loan is served on Lender or any other lender or other third party in connection with the Project, Borrower shall, within sixty (60) days of such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to Lender a surety bond in sufficient form and amount, provide Lender with a lien-free endorsement or provide Lender with other assurance reasonably satisfactory to Lender that the claim of lien or stop notice will be paid or discharged.

If Borrower fails to discharge any lien, encumbrance, charge, or claim referred to herein, then in addition to any other right or remedy, Lender may, but shall be under no obligation to, discharge such lien, encumbrance, charge, or claim at Borrower's expense. Alternatively, Lender may require Borrower to immediately deposit with Lender the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof Lender may use such deposit to satisfy any claim or lien that is adversely determined against Borrower.

Borrower shall file a valid notice of cessation or notice of completion upon cessation of work on the Project for a continuous period of 30 days or more, and take all other reasonable steps to forestall the assertion of claims of lien against the Property. Borrower authorizes Lender, but without any obligation, to record any notices of completion or cessation of labor, or any other notice that Lender deems necessary or desirable to protect its interest in the Project and Property.

4.12 RELOCATION. If and to the extent that development of the Project results in the permanent or temporary displacement of residential tenants, homeowners, or businesses, Borrower shall comply with all applicable local, state and federal statutes and regulations with respect to relocation planning, advisory assistance, and payment of monetary benefits. Borrower shall be solely responsible for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with said relocation laws.

4.13 UNAVOIDABLE DELAY IN PERFORMANCE. The time for performance of provisions of this Loan Agreement by either party shall be extended for a period equal to the period of any delay directly affecting the Project or this Loan Agreement which is caused by:
war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; quarantine restrictions; or freight embargoes or other events beyond the reasonable control of the party claiming the delay. An extension of time for any of the above-specified causes will be deemed granted only if written notice by the party claiming such extension is sent to the other party within five (5) calendar days from the commencement of the cause, and such extension of time is either accepted by the other party in writing, or is not rejected in writing by the other party within ten calendar days of receipt of the notice. In any event, construction of the Project must be completed no later than ninety (90) calendar days after the scheduled completion date specified herein, any unavoidable delay notwithstanding. Times of performance under this Loan Agreement may also be extended for any cause for any period of time by the mutual written agreement of Lender and Borrower.
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ARTICLE 5 OPERATION

5.1 OPERATION OF PROJECT. Borrower shall operate and manage the Project after completion in full conformance with the terms of the Regulatory Agreement.

Borrower shall agree to maintain and operate the Assisted Units so as to provide decent, safe, and sanitary housing and provide each of the Assisted Units in the Project with the same level of services (including security), amenities, and maintenance as are applied to the other dwelling units in the Project. Borrower shall provide supportive services as required by the provision of any project-based Section 8 vouchers. Any optional services provided must be available to all residents under the same terms and conditions.

5.2 ASSISTED UNITS. The six (6) designated Assisted Units, all of which shall be reserved for Very Low Income Households, shall meet the following standards:

A. Units, similarly constructed and of comparable quality and size to all other units in the Project; and
B. Provide tenants access and enjoyment of all common areas and facilities of the Project on the same basis as tenants of other units.

5.3 INCOME CERTIFICATION. Borrower shall limit for the full term of the Regulatory Agreement the rental of Assisted Units to Qualifying Households according to the schedule contained in Regulatory Agreement. The income levels and other qualifications of applicants for Assisted Units shall be certified within sixty (60) business days of the household’s expected occupancy of one of the Assisted Units and annually thereafter.

5.4 AFFORDABILITY RESTRICTIONS. Six (6) units in the Project shall be designated as Assisted Units. The Assisted Units must be occupied, or reserved for occupancy by Qualifying Households.

5.5 ASSISTED UNIT RENTS. Rents for Assisted Units shall be limited to Qualifying Rents and as further set forth in the Regulatory Agreement. At least sixty (60) calendar days prior to increasing rents on any Assisted Unit on the Project, Borrower shall submit to the Lender for review and approval a written request for such increase. Qualifying Households shall be given at least thirty (30) days written notice prior to any rent increase.

Provided such increased rent does not exceed the Qualifying Rents for such year, Lender shall approve such request.

5.6 CERTIFICATION OF HOUSEHOLD INCOME.

Borrower shall annually certify each tenant household’s gross income and make any rent adjustment pursuant to the terms of the Regulatory Agreement.

5.7 CONFLICTS BETWEEN COVENANTS OR RESTRICTIONS
AFFECTING THE PROPERTY. Any conflicts between the restrictive provisions contained in 612
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this Loan Agreement, Note, Deed of Trust, Regulatory Agreement, and any other agreements in connection with the Loan which affect the Property, are to be resolved by applying the more restrictive covenants or restrictions which affect the Property.

5.8 NONDISCRIMINATION. Borrower shall not discriminate or segregate in the rehabilitation, use, enjoyment, occupancy, conveyance, lease, sublease, or rental of any part of the Property on the basis of race, color, ancestry, national origin, religion, sex, sexual preference or orientation, age, marital status, family status, source of income, physical or mental disability, Acquired Immune Deficiency Syndrome (AIDS) or AIDS-related conditions (ARC) acquired or perceived, or any other arbitrary basis. Borrower shall otherwise comply with all applicable local, state, and federal laws concerning discrimination in housing.

5.8 RECORDS. Borrower shall be accountable to Lender for all funds disbursed to Borrower pursuant to the Loan Documents. Borrower agrees to maintain records that accurately and fully show the date, amount, purpose, and payee of all expenditures drawn from Loan funds, and to keep all invoices, receipts, and other documents related to expenditures from said Loan funds for not less than five years after completion of the Project. Records must be kept accurate and current. Lender shall notify Borrower of any records it deems insufficient. Borrower shall have fifteen (15) calendar days from the date of said notice to correct any deficiency in the records specified by Lender in said notice, or, if more than fifteen (15) days shall be reasonably necessary to correct the deficiency, Borrower shall begin to correct the deficiency within fifteen (15) days and correct the deficiency as soon as reasonably possible.

Borrower shall promptly comply with all requirements or conditions of the Loan Documents relating to notices, extensions, and other events required to be reported or requested.

Borrower shall promptly supply, upon the request of Lender, any and all information and documentation which involves the Project and cooperate with Lender in the development and construction of the Project.

5.9 AUDITS. Borrower shall make available for examination at reasonable intervals and during normal business hours to Lender all books, accounts, reports, files, and other papers or property with respect to all matters covered by these Loan Documents, and shall permit Lender to audit, examine, and make excerpts or transcripts from such records. Lender may make audits of any conditions relating to this Loan.

5.10 ENCUMBRANCE OF PROPERTY. Except as otherwise provided in this Loan Agreement for the Senior Loans (and any refinancing thereof) and the CDBG Loan, Borrower shall not engage in any financing or any other transaction creating any security interest or other encumbrance or lien upon the Property, whether by express agreement or operation of law, or allow any encumbrance or lien to be made on or attached to the Property, except with the prior written consent of Lender. Borrower shall notify Lender in writing in advance of any financing secured by any deed of trust, mortgage, or other similar lien instrument that it proposes to enter into with respect to the Project or Property, and of any encumbrance or lien that has been created on or attached to the Property whether by voluntary act of Borrower or otherwise. 613
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5.11 SUBORDINATION. Lender shall subordinate the obligations of this Loan Agreement, and the attached Regulatory Agreement and Deed of Trust to be recorded on the Property, to the Senior Loans and any refinancing thereof. Borrower and Lender shall cooperate in the execution of any such subordination agreement required to perfect such subordinations.

Such subordination agreements may be executed by the City Housing Director or Designee on behalf of the City.

5.12 TRANSFER OF PROPERTY. Borrower has not made or created, and shall not, make or permit any sale, assignment, conveyance, lease (other than the leasing of units in the Project pursuant to an approved lease), or other transfer of this Loan Agreement, the Project, or the Property, or any part thereof, without the prior written consent of Lender.

5.13 FEES, TAXES, AND OTHER LEVIES. Borrower shall be responsible for payment of all fees, assessments, taxes, charges, and levies imposed by any public authority or utility company with respect to the Property or the Project, and shall pay such charges prior to delinquency. However, Borrower shall not be required to pay and discharge any such charge so long as (a) the legality thereof is being contested diligently and in good faith and by appropriate proceedings, and (b) if requested by Lender, Borrower deposits with Lender any funds or other forms of assurance Lender in good faith from time to time determines appropriate to protect Lender from the consequences of the contest being unsuccessful.

5.14 DAMAGE TO PROPERTY. If any building or structure on the Property is damaged or destroyed by an insurable cause, Borrower shall, at its cost and expense, diligently undertake to repair or restore said buildings and structures consistent with the original scope of work for the Project approved by the Lender pursuant to Section 4.1 if Borrower reasonably determines that such restoration or repair is economically feasible. Such work or repair shall be commenced within 120 days after the damage or loss occurs and shall be complete within one year from such commencement, subject to any extensions of time granted pursuant to the provisions of Section 4.13. Subject to Borrower's election to rebuild, all insurance proceeds collected for such damage or destruction shall be applied to the cost of such repairs or restoration and, if such insurance proceeds shall be insufficient for such purpose, Borrower shall make up the deficiency.

ARTICLE 6 INDEMNITY AND INSURANCE

6.1 INDEMNITY AND INSURANCE. The Borrower agrees to indemnify, defend (with counsel reasonably approved by Lender) and hold harmless the Lender and its authorized elected officials, officers, employees, agents and volunteers ("Indemnities") from any and all claims, actions, losses, damages, and/or liability arising out of this agreement from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by the Lender on account of any claim except where such indemnification is prohibited by law. The Borrower's indemnification obligation does not apply to the Lender's gross negligence or willful misconduct. Borrower hereby agrees to procure and maintain insurance in accordance with the provisions of Exhibit F attached hereto and incorporated herein by reference.
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6.2 NON-LIABILITY OF OFFICIALS, EMPLOYEES AND AGENTS. No officials, employees and agents of Lender shall be personally liable to Borrower for any obligation created under the terms of these Loan Documents.

ARTICLE 7 HAZARDOUS MATERIALS

7.1 REPRESENTATIONS AND WARRANTIES. After reasonable investigation and inquiry, Borrower hereby represents and warrants to the best of its knowledge, as of the date of this Loan Agreement and except as previously disclosed and acknowledged in writing by Lender or as disclosed by the reports based on environmental audit(s) performed on the Property and submitted to Lender, that (a) the Property is not and has not been a site for the use, generation, manufacture, transportation, storage, or disposal of Hazardous Materials in violation of Federal or State law; (b) the Property is in compliance with all applicable environmental and health and safety laws, regulations, ordinances, administrative decisions, common law decisions (whether federal, state, or local) with respect to Hazardous Materials, including those relating to soil and groundwater conditions ("Hazardous Materials Laws"); (c) there are no claims or actions pending or threatened with respect to the Property by any governmental entity or agency or any other person relating to Hazardous Materials; and (d) there has been no release or threatened release of any Hazardous Materials on, under, or near the Property (including in the soil, surface water, or groundwater under the Property) or any other occurrences or conditions on the Property or on any other real property that could cause the Property or any part thereof to be subject to a land use restriction as set forth under California Health and Safety Code Sections 25220, et seq., or regulations adopted therewith.

7.2 NOTIFICATION TO LENDER. Borrower shall promptly notify Lender in writing of: (a) the discovery of any concentration or amount of Hazardous Materials of which Borrower becomes aware on or under the Property requiring notice to be given to any governmental entity or agency under Hazardous Materials Laws; (b) any knowledge by Borrower (after verification of the veracity of such knowledge to Borrower's reasonable satisfaction) that the Property does not comply with any Hazardous Materials Laws; (c) the receipt by Borrower of written notice of any Hazardous Materials claims; and (d) the discovery by Borrower of any occurrence or condition on the Property that could cause the Property or any part thereof to be subject to a land use restriction as set forth under California Health and Safety Code Sections 25220, et seq., or regulations adopted therewith.

7.3 USE AND OPERATION OF PROPERTY. Neither Borrower, nor any agent, employee, or contractor of Borrower, nor any authorized user of the Property shall use the Property or allow the Property to be used for the generation, manufacture, storage, disposal, or release of Hazardous Materials. Borrower shall comply and cause the Project to comply with Hazardous Materials Laws.

7.4 REMEDIAL ACTIONS. If Borrower has actual knowledge of the presence of any Hazardous Materials on or under the Property, Borrower shall take, at no cost or expense to Lender, all handling, treatment, removal, storage, decontamination, cleanup, transport, disposal or other remedial action, if any, required by any Hazardous Materials Laws or by any orders or requests of any governmental entity or agency or any judgment, consent decree, settlement or 615
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compromise with respect to any Hazardous Materials claims. The foregoing, however, shall be subject to Borrower's right of contest below.

7.5 RIGHT OF CONTEST. Borrower may contest in good faith any claim, demand, levy or assessment under Hazardous Materials Laws if (a) the contest is based on a material question of law or fact raised by Borrower in good faith, (b) Borrower promptly commences and thereafter diligently pursues the contest, (c) the contest will not materially impair the taking of any remedial action with respect to such claim, demand, levy or assessment, and (d) if requested by Lender, Borrower deposits with Lender any funds or other forms of assurance Lender in good faith from time to time determines appropriate to protect Lender from the consequences of the contest being unsuccessful and any remedial action then reasonably necessary. No Event of Default shall be deemed to exist with respect to any claim, demand, levy or attachment being contested by Borrower under the conditions of this section.

7.6 ENVIRONMENTAL INDEMNITY. Borrower shall defend, indemnify, and hold Lender free and harmless against any claims, demands, administrative actions, litigation, liabilities, losses, damages, response costs, and penalties, including all costs of legal proceedings and reasonable attorney's fees, that Lender may directly or indirectly sustain or suffer as a consequence of any inaccuracy or breach of any representation, warranty, agreement, or covenant contained in this Loan Agreement with respect to Hazardous Materials, or as a consequence of any use, generation, manufacture, storage, release, or disposal (whether or not Borrower knew of same) of any Hazardous Materials occurring prior to or during Borrower's use or occupancy of the Property.

ARTICLE 8 DEFAULT AND REMEDIES

8.1 EVENTS OF DEFAULT. The occurrence of any of the following events shall constitute an "Event of Default" under this Loan Agreement:

A. Monetary. (1) Borrower's failure to pay when due any sums payable under the Note or any advances made by Lender under the Deed of Trust or this Loan Agreement; (2) Borrower's use of Loan funds for costs other than approved costs or for uses inconsistent with other terms and restrictions in the Loan Documents; (3) Borrower's failure to obtain and maintain the insurance coverage required under this Loan Agreement; (4) Borrower's failure to make any other payment or assessment due under the Loan Documents; (5) Borrowers failure to pay taxes owed; and (6) Borrower's default under other debt secured by the Property after the applicable notice and cure periods have expired;
B. Project Development and Construction. (1) Borrower's substantial deviation in the development and construction work specified in the scope of work submitted to Lender, without Lender's prior written consent; (2) Borrower's use of defective or unauthorized materials or defective workmanship in development and construction of the Project; (3) Borrower's failure to commence or complete construction work according to the schedule specified in this Loan Agreement; (4) the cessation of construction work prior to completion of the Project for a period of more than thirty (30) continuous calendar days without proper justification; (5) Borrower's failure to remedy any deficiencies in recordkeeping or failure to 616
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provide records to Lender upon Lender's reasonable request; and (6) Borrower's failure to substantially comply with any applicable federal, state, or local laws or Lender policies governing Project development and construction;
C. Operation. (1) Discrimination by Borrower on the basis of characteristics prohibited by applicable law or (2) the imposition of any encumbrances or liens on the Property without Lender's prior written approval that are prohibited under this Loan Agreement or that have the effect of reducing the priority of or invalidating the Deed of Trust; D. General performance of Loan obligations. Any substantial breach by Borrower beyond applicable notice and cure periods of any material obligations on Borrower imposed in the Loan Documents;
E. General performance of other obligations. Any substantial or continuous breach by Borrower beyond applicable notice and cure periods of any material obligations on Borrower imposed by any other agreements, including any grant agreements, with respect to the financing, construction, or operation of the Project or the Property, whether or not Lender is a party to such agreement which may materially impair Lender's security; F. Representations and warranties. A determination by Lender that its security has or will be materially impaired due to the fact that any of Borrower's representations or warranties made in the Loan Documents, or any certificates, documents, or schedules supplied to Lender by Borrower were untrue in any material respect when made, or that Borrower concealed or failed to disclose a material fact from Lender; G. Damage to Property. Material damage or destruction to the Property by fire or other casualty, if Borrower does not take steps to reconstruct the Property as required by the Loan Documents;
H. Bankruptcy, dissolution, and insolvency. Borrower's (1) filing for bankruptcy, dissolution, or reorganization, or failure to obtain a full dismissal of any such involuntary filing brought by another party before the earlier of final relief or ninety (90) days after the filing; (2) making a general assignment for the benefit of creditors; (3) applying for the appointment of a receiver, trustee, custodian, or liquidator, or failure to obtain a full dismissal of any such involuntary application brought by another party before the earlier of final relief or ninety (90) days after the filing; (4) insolvency; and (5) failure, inability or admission in writing of its inability to pay its debts as they become due.

8.2 NOTICE OF DEFAULT AND OPPORTUNITY TO CURE. For all Events of Default, Lender shall give written notice to Borrower of any Event of Default by specifying: (a) the nature of the event or deficiency giving rise to the Default, (b) the action required to cure the deficiency, if an action to cure is possible, and (c) a date, which shall not be less than thirty (30) calendar days from the date of receipt of the notice or the date the notice was refused, by which such action to cure must be taken or if a cure is not possible within thirty (30) days, to begin such cure and diligently prosecute such to completion which shall, in any event, not exceed 617
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ninety (90) days from the date of receipt of the notice to cure. The Lender has the sole discretion to determine whatever additional reasonable time is needed to cure.

8.3 LENDER'S REMEDIES. Upon the happening of an Event of Default by Borrower and a failure to cure said Event of Default within the time specified in Section 8.2 above, Lender's obligation to disburse Loan proceeds shall terminate, and Lender may also, in addition to other rights and remedies permitted by the Loan Documents or applicable law, proceed with any or all of the following remedies in any order or combination Lender may choose in its sole discretion:

A. Terminate this Loan Agreement, in which event the entire principal amount outstanding and all accrued interest under the Note, as well as any other monies advanced to Borrower by Lender under the Loan Documents including administrative costs, shall immediately become due and payable at the option of Lender; B. Bring an action in equitable relief (1) seeking the specific performance by Borrower of the terms and conditions of the Loan Documents, and/or (2) enjoining, abating, or preventing any violation of said terms and conditions, and/or (3) seeking declaratory relief; C. Accelerate the Loan, and demand immediate full payment of the principal amount outstanding and all accrued interest under the Note, as well as any other monies advanced to Borrower by Lender under the Loan Documents; D. Enter the Property and take any actions necessary in its judgment to complete development of the Project, including without limitation (1) making changes in the Scope of Work or other work or materials with respect to the Project, (2) entering into, modifying, or terminating any contractual arrangements (subject to Lender's right at any time to discontinue work without liability), and (3) taking any remedial actions with respect to Hazardous Materials that Lender deems necessary to comply with Hazardous Materials Laws or to render the Property suitable for occupancy;
E. Seek appointment from a court of competent jurisdiction of a receiver with the authority to complete development of Project as needed to preserve Lender's interest in seeing the Project completed in a timely manner (including the authority to take any remedial actions with respect to Hazardous Materials that Lender or the receiver deems necessary to comply with Hazardous Materials Laws or to render the Property suitable for occupancy); F. Order immediate stoppage of development of Project and demand that any condition leading to the Event of Default be corrected before development of Project may continue;
G. Disburse from Loan proceeds any amount necessary to cure any monetary default;
H. Enter upon, take possession of, and manage the Property, either in person, by agent, or by a receiver appointed by a court, and collect rents and other amounts specified in 618
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the assignment of rents in the Deed of Trust and apply them to operate the Property or to pay off the Loan or any advances made under the Loan Documents, as provided for by the Deed of Trust;
I. Initiate and pursue any private and/or judicial foreclosure action allowed under applicable law and the power of sale provision in the Deed of Trust; J. With respect to defaults under Hazardous Materials provisions herein, pursue the rights and remedies permitted under California Civil Code Section 2929.5, and California Code of Civil Procedure Sections 564, 726.5, and 736; or K. Pursue any other remedy allowed at law or in equity. Nothing in this section is intended or shall be construed as precluding Lender from proceeding with a nonjudicial foreclosure under the power of sale contained in the Deed of Trust in the Event of Default by Borrower.

ARTICLE 9 GENERAL PROVISIONS

9.1 BORROWER'S WARRANTIES. Borrower represents and warrants (1) that it has access to professional advice and support to the extent necessary to enable Borrower to fully comply with the terms of these Loan Documents and the Regulatory Agreement, and to otherwise carry out the Project, (2) that it is duly organized, validly existing and in good standing under the laws of the State of California, (3) that it has the full power and authority to undertake the Project and to execute the Loan Documents, (4) that the persons executing and delivering the Loan Documents are authorized to execute and deliver such documents on behalf of Borrower, (5) that there has been no substantial adverse change in Borrower's financial condition since the date of application for this loan such as judgment liens, tax liens, mechanic's liens, bankruptcy, etc.; and (6) that all representations in the Borrower's loan application (including all supplementary submissions) are true, correct and complete in all material respects and are offered to induce Lender to make this loan.

9.2 MONITORING AND EVALUATION. Except as otherwise provided for in this Loan Agreement, Borrower shall maintain and submit records to Lender within ten (10) business days of Lender's request which clearly document Borrower's performance under each requirement of the Loan Documents. Borrower shall pay to Lender an annual monitoring fee on January 1 of the year following issuance of the Notice of Completion and every January 1 during the term of the Regulatory Agreement in the amount of One Hundred Fifteen Dollars ($115) per Assisted Unit.

9.3 CONFLICTS OF INTEREST. Borrower covenants that:

A. Except for approved eligible administrative or personnel costs, no person described in subsection (B) below who exercises or has exercised any functions or responsibilities with respect to the activities funded pursuant to this contract or who is in a position to participate in a decision-making process or gain inside information with regard to 619
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such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during, or at any time after, such person's tenure. The Borrower shall exercise due diligence to ensure that the prohibition in this Section is followed.

B. The conflict of interest provisions of Section 9.3(A) above apply to any person defined in California Government Code section 1090 and an employee, agent, consultant, officer, or any immediate family member of such person, or any elected or appointed official of the City, or any person related within the third (3rd) degree of such person.

9.4 POLITICAL ACTIVITY. None of the funds, materials, property or services contributed by Lender or Borrower under this Loan Agreement shall be used for any partisan political activity or the election or defeat of any candidate for public office.

9.5 TERM OF THIS AGREEMENT. This Loan Agreement shall commence on the Effective Date and remain in full force and effect throughout the term of this Loan.

9.6 GOVERNING LAW. The Loan Documents shall be interpreted under and be governed by the laws of the State of California, except for those provisions relating to choice of law or those provisions preempted by federal law.

9.7 STATUTORY REFERENCES. All references in the Loan Documents or Regulatory Agreement to particular statutes, regulations, ordinances, or resolutions of the United States, the State of California, or the City of Oxnard shall be deemed to include the same statute, regulation, ordinance, or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject as the provision to which specific reference was made.

9.8 TIME. Time is of the essence in these Loan Documents.

9.9 CONSENTS AND APPROVALS. Any consent or approval of Lender or Borrower required under the Loan Documents shall not be unreasonably withheld or conditioned. Any approval required under the Loan Documents shall be in writing and executed by an authorized representative of the party granting the approval.

9.10 NOTICES, DEMANDS AND COMMUNICATIONS. Formal notices, demands and communications between Borrower and Lender shall be sufficiently given and shall not be deemed given unless dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, to the principal offices of Borrower and Lender as follows:

LENDER: City of Oxnard
Affordable Housing Program
435 South D Street
Oxnard, CA 93030
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Attn: Housing Director
BORROWER: Etting Road, LLC
c/o Cabrillo Economic Development Corporation
702 County Square Drive, Suite 200
Ventura, CA 93003
Attn: Chief Executive Officer
With copy to: Goldfarb & Lipman LLP
1300 Clay Street, 11th Floor
Oakland, CA 94612
Attn: Lynn Hutchins

9.11 BINDING UPON SUCCESSORS. All provisions of these Loan Documents shall be binding upon and inure to the benefit of the heirs, administrators, executors, successorsin-interest, transferees, and assigns of each of the parties; provided, however, that this section does not waive the prohibition on assignment of this Loan Agreement by Borrower without Lender's consent.

9.12 RELATIONSHIP OF PARTIES. The relationship of Borrower and Lender for this Project under this Loan Agreement is and at all times shall remain solely that of a debtor and a creditor, and shall not be construed as a joint venture, equity venture, partnership, or any other relationship. Lender neither undertakes nor assumes any responsibility or duty to Borrower (except as provided for herein) or any third party with respect to the Project, the Property, or the Loan.

9.13 ASSIGNMENT AND ASSUMPTION. Borrower shall not assign any of its interests under this Loan Agreement or the Loan Documents to any other party, except as specifically permitted under the terms of the Loan Documents, without the prior written consent of Lender. Any unauthorized assignment shall be void.

9.14 WAIVER. Any waiver by Lender of any obligation in these Loan Documents must be in writing. No waiver will be implied from any delay or failure by Lender to take action on any breach or default of Borrower or to pursue any remedy allowed under the Loan Documents or applicable law. Any extension of time granted to Borrower to perform any obligation under the Loan Documents shall not operate as a waiver or release from any of its obligations under the Loan Documents. Consent by Lender to any act or omission by Borrower shall not be construed to be consent to any other or subsequent act or omission or to waive the requirement for Lender's written consent to future waivers.

9.15 INTEGRATION. This Loan Agreement and the other Loan Documents, including exhibits, executed by Borrower for the Property, if any, contain the entire agreement of the parties and supersede any and all prior negotiations. 621
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9.16 OTHER AGREEMENTS. Borrower represents that it has not entered into any agreements that are inconsistent with the terms of the Loan Documents. Borrower shall not enter into any agreements that are inconsistent with the terms of the Loan Documents without an express waiver by Lender in writing.

9.17 AMENDMENTS AND MODIFICATIONS. Any amendments or modifications to the Loan Documents must be in writing, and shall be made only if executed by both Borrower and Lender.

9.18 SEVERABILITY. Every provision of this Loan Agreement is intended to be severable. If any provision of this Loan Agreement shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. [Signatures on Following Page]
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IN WITNESS WHEREOF, Lender and Borrower have caused this Loan Agreement to be executed by their duly authorized representatives.

LENDER: BORROWER:

THE CITY OF OXNARD ETTING ROAD LLC, a California limited company
By: Cabrillo Economic Development
Corporation, a California nonprofit public
benefit corporation, its sole member and
manager
Housing Director By: Victoria J Brady
Chief Executive Officer
APPROVED AS TO FORM:

Stephen Fischer
City Attorney
APPROVED AS TO INSURANCE:

Michael More
Human Resources/Risk Manager
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EXHIBIT A1
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EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
All that certain real property situated in the County of Ventura, State of California, described as follows:

A PORTION OF PARCEL H, SUBDIVISION 72 RANCHO EL RIO DE SANTA CLARA O'

LA COLONIA, IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF

CALIFORNIA, ACCORDING TO THE MAP THEREOF ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF VENTURA COUNTY, IN BOOK 3. MISCELLANEOUS RECORDS AT PAGE 14, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A 3/4 INCH IRON PIPE SET IN THE SOUTHERLY LINE OF PLEASANT VALLEY ROAD DISTANT THEREON NORTH 59° 15' 30" EAST 250.73 FEET FROM A 4" X 4" POST SET AT THE MOST WESTERLY CORNER OF SAID PARCEL H; THENCE FROM SAID POINT OF BEGINNING.
1ST: NORTH 59° 15' 30" EAST 424.64 FEET ALONG THE SOUTHERLY LINE OF SAID PLEASANT VALLEY ROAD TO A 3/4 INCH IRON PIPE MARKED WITH A METAL TAG STAMPED SGB LS 1848; THENCE,
2ND: SOUTH 345.13 FEET TO A NAIL AND METAL TAG STAMPED SGB LS 1848 SET

IN THE SOUTH SIDE OF A LARGE EUCALYPTUS TREE IN THE NORTH LINE OF ETTING ROAD; THENCE ALONG SAID NORTH
LINE.
3RD: WEST 365.00 FEET TO A 3/4 INCH IRON PIPE MARKED WITH A METAL TAG STAMPED SGB LS 1842; THENCE,
4TH: NORTH 128.2 FEET TO THE POINT OF BEGINNING.

EXCEPT THEREFROM ALL RIGHT, TITLE AND INTEREST OF THE GRANTOR IN AND

TO ALL OIL, GAS, MINERALS, HYDROCARBONS AND ASSOCIATED SUBSTANCES

IN, UNDER OR PRODUCED AND SAVED FROM SAID LAND, BUT WITHOUT THE

RIGHT OF ENTRY TO THE SURFACE OF THE PROPERTY OR THE TOP FIVE HUNDRED (500) FEET OF THE SUBSURFACE THEREOF MEASURED VERTICALLY FROM THE SURFACE (COLLECTIVELY "MINERAL RIGHTS") AS RESERVED IN DEED RECORDED SEPTEMBER 10, 2015 AS INSTRUMENT NO. 2015-00136187, OFFICIAL RECORDS OF SAID COUNTY.

APN: 225-0-014-020
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EXHIBIT B1
650\156\3896658.3

EXHIBIT B

PROMISSORY NOTE
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PROMISSORY NOTE
Affordable Housing Assistance
(Secured by Deed of Trust)
$631,900 Oxnard, California
, 2025
FOR VALUE RECEIVED, the undersigned, Etting Road LLC, a California limited liability company (“Borrower”), hereby promises to pay to the order of the City of Oxnard, a municipal corporation (“Lender”), the principal sum of Six Hundred and Thirty-One Thousand Nine Hundred Dollars ($631,900) with interest on the unpaid balance thereof from the date of each advance evidenced by this Note set forth above until repaid at the rate of three percent (3%) simple interest (except as otherwise provided herein). The term Loan as used herein, means the Loan evidenced by this Note. The Loan is made pursuant to the terms of an Affordable Housing Loan Agreement (the “Loan Agreement”) dated as of , 2025, and Regulatory Agreement (“Regulatory Agreement”) executed concurrently herewith between Borrower and Lender. Both principal and interest are payable as hereinafter provided, to Lender at 435 South D Street, Oxnard, California 93030, Attention: Housing Director, or at such other place as from time to time may be designated by the holder of this Note.

All of the provisions of this Note are agreements which are secured by the Deed of Trust securing this Note. A default in observance of any of the provisions is a default with consequences under the Deed of Trust. All terms not otherwise defined in this Note have the meaning assigned to such terms in the Agreement.

1. DEFINITIONS. Any term not defined herein shall have the meanings set forth in the Loan Agreement.

2. PAYMENT PROVISIONS: The following payment provisions apply to this Note:

A. Promise to Pay. Borrower promises to pay to the order of Lender the principal sum of Six Hundred and Thirty-One Thousand Nine Hundred Dollars ($631,900), plus interest thereon and other charges due under this Note, all in the manner provided below. Interest shall accrue at the rate of 3% simple interest on funds advanced, commencing on the date of each advance.

B. Payments. Borrower promises to pay interest, principal, and all other sums which may become due on the Note as follows:
(1) All sums outstanding under this Note shall be due and payable 55 years from the issuance of a Notice of Completion for the Project. (2) All sums outstanding under this Note shall without any reduction become immediately due and payable upon any default under this Note, upon any transfer (including hypothecation) of the Property securing payment of this Note not permitted by the Loan Agreement, upon any change in 626
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ownership or composition of the Borrower not permitted under the Loan Agreement or Regulatory Agreement, or upon any other breach or default of the Loan Agreement or the Regulatory Agreement.
(3) All other payments shall be made annually (“Annual Payment”), commencing on July 1st of the year following the issuance of a Notice of Completion for the Project, and each July 1st thereafter; i. Borrower shall make an Annual Payment equal to thirty-five and eleventh hundredths percent (35.11%) of Residual Receipts for the previous calendar year commencing on the July 1st after all Senior Loans have been fully repaid and on every July 1st thereafter. The Borrower shall provide the City with any documentation reasonably requested by the City to substantiate the Borrower’s determination of the Revenue, Operating
Expenses, and Annual Payment. The City shall apply all
Annual Payments first to accrued interest, and second to principal. In the event that the City determines that there is an understatement in the amount of an Annual Payment due to City, Borrower shall promptly pay to City such understatement, but in any event, no later than within twenty (20) days of notice of such understatement. In the event that City determines that there has been an overpayment in an Annual Payment due to City, City shall pay to Borrower the amount of overpayment promptly, but in any event, within twenty (20) days of such determination. If contested, Borrower has the right to pay under protest and request an audit by an independent certified public accountant. On or before each Annual Payment the Borrower shall submit its Annual Financial Statement to City for the preceding calendar year together with the required Annual Payment for the preceding calendar year and each Payment Date thereafter until the Loan is paid in full or otherwise terminated. City shall review and approve the amount to be paid by Borrower and the Annual Financial
Statement, or request revisions, within sixty (60) days after receipt. In the event City fails to approve or disapprove the Annual Financial Statement within the sixty (60) day period, Borrower may request a written determination of approval or disapproval following the expiration of such period. In the event City fails to provide a written determination to Borrower within ten (10) days following the receipt of Borrower’s request for determination, the Annual Financial Statement shall be deemed approved.

3. PAST DUE PRINCIPAL AND INTEREST. Any amount of principal or interest on the Loan or any fee or expense or other amount payable hereunder shall, to the extent permitted 627
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by law, bear interest from such payments due date until paid at the rate of 10% per annum, which interest shall be immediately due and payable.

4. NO DEDUCTIONS, NO OFFSETS. All payments of principal and interest hereunder shall be made without deduction of any present and future taxes, levies, duties, imposts, deductions, charges or withholdings imposed by any existing or future law, rule, regulation, treaty, directive or requirement whether or not having the force of law, which amounts shall be paid by Borrower. Borrower will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. All stamp and documentary taxes shall be paid by Borrower. If, notwithstanding the foregoing, Lender pays any such taxes, Borrower will reimburse Lender for the amount paid, as additional interest, within five (5) days of Lender's demand for payment. Borrower will furnish Lender official tax receipts or other evidence of payment of all such amounts.

5. ABSENCE OF USURY. Borrower and Lender intend that the Loan be exempt from the restrictions contained in the California usury law, or if not exempt, that the Loan shall be in compliance with any applicable usury law. In furtherance thereof, Borrower and Lender agree that none of the terms and provisions contained in this Note, or in any other instrument executed in connection herewith, shall ever be construed to create a contract to pay for the use, forbearance or detention of money, or interest at a rate in excess of the maximum interest rate permitted to be charged by applicable law. Therefore, if a court ultimately determines that the Loan is not exempt from the California usury law, or if a court determines that the usury law of another jurisdiction should be applied to the Loan: (a) neither Borrower nor any endorsers or other parties now or hereafter becoming liable for payment of this Note shall ever be required to pay interest on this Note at a rate in excess of the maximum interest that may be lawfully charged under applicable law, and the provisions of this Section shall control over all other provisions of this Note and any other instruments now or hereafter executed in connection herewith; (b) if the maturity hereof shall be accelerated for any reason or if the principal of this Note is paid prior to the end of the term of this Note, and as a result thereof the interest received for the actual period of existence of the Loan would be unlawful, the holder of this Note shall refund to Borrower the amount of such excess or shall credit the amount of such excess against the principal balance of the Note then outstanding; and (c) in the event that Lender or any other holder of this Note shall collect monies which are deemed to constitute interest which would increase the effective interest rate on this Note to a rate in excess of that permitted to be charged by applicable law, all such sums deemed to constitute interest in excess of the legal rate shall, upon such determination, at the option of the holder of this Note, be first, credited against the principal balance of this Note then outstanding, and second, returned to the Borrower.

6. PREPAYMENT. This Note may be prepaid in whole or in part without penalty or charge.

7. ATTORNEY'S FEES. Should the indebtedness represented by this Note or any part thereof be collected at law or in equity or through any bankruptcy (including, without limitation, any action for relief from the automatic stay or any other bankruptcy proceeding) receivership, probate or other court proceedings or by any judicial or non-judicial foreclosure proceeding, or if this Note is placed in the hands of attorneys for collection after default, the Borrower and all 628
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endorsers, guarantors and sureties of this Note jointly and severally agree to pay, in addition to the principal and interest due and payable hereon, reasonable attorneys' fees and collection costs and expenses. Should any action be brought to construe, clarify, or obtain a declaration as to the terms of this Note or the parties' obligations under it, the prevailing party in such action shall recover its reasonable attorneys' fees.

8. WAIVER OF PRESENTMENT. Borrower, and any and all endorsers, guarantors and sureties of this Note, and all other persons liable or to become liable on this Note, jointly and severally waive presentment for payment, demand, notice of demand and of dishonor and nonpayment of this Note, notice of intention to accelerate the maturity of this Note, protest and notice of protest, diligence in collecting, and the bringing of suit against any other party, and agree to all renewals, extensions, modifications, partial payments, releases or substitutions of security, in whole or in part, with or without notice, before or after maturity. The pleading of any statute of limitations as a defense to any demand against the makers, endorsers, guarantors and sureties is expressly waived by each and all such parties to the extent permitted by law.

9. LOSS OF NOTE. Upon notice from any holder to Borrower of the loss, theft, destruction or mutilation of this Note and, upon receipt of indemnity reasonably satisfactory to Borrower from any holder of this Note (except that if Lender is the holder of this Note, an indemnification from Lender shall be sufficient) or, in the case of mutilation hereof, upon surrender of the mutilated Note, Borrower will make and deliver a new note of like tenor in lieu of this Note.

10. SUCCESSORS AND ASSIGNS. This Note shall be binding upon and shall inure to the benefit of Borrower and Lender, and their successors and assigns.

11. SEVERABLE PROVISIONS. Every provision of this Note is intended to be severable.

If any term or provision hereof is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or enforceability shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

12. NOTICES. 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, mail or telegram or facsimile and addressed, if to Lender, 435 South “D” Street, Oxnard, California 93030, or if to Borrower, at 702 County Square Drive, Suite 200, Ventura, CA 93003, Attn: Chief Executive Officer. Notice by personal delivery shall be deemed effective upon the delivery of such notice to the party for whom it is intended at the recipient's address.

Notice by mail shall be deemed effective two (2) business days after depositing such notice, certified or registered mail, postage prepaid, properly stamped and sealed, with the United States Postal Service, properly addressed regardless of whether or when the notice is actually received by the addressee. Either party may give notice of any change of address in accordance with the notice procedures described above.
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13. DEFAULT. Any failure to perform any obligation of Borrower under this Note, the Deed of Trust, the Loan Agreement, or the Regulatory Agreement shall be considered a default hereunder.

14. JOINT AND SEVERAL. The obligations of Borrower in this Note shall be joint and several obligations of Borrower and of each Borrower, if more than one, and of each of Borrower's heirs, devisees, legatees, administrators, executors, personal representatives, successors and assigns.

15. GENDER. In this Note, whenever the context so requires, the masculine gender includes feminine and/or neuter, and the singular number includes the plural.

16. TIME OF ESSENCE. Time is of the essence in this Note and the performance of each of the covenants and agreements contained herein.

17. GOVERNING LAW. This Note shall be construed and enforced in accordance with the laws of the State of California.

18. AUTHORITY. The person executing this Note represents and warrants that such person has the authority to execute this Note and bind borrower to its provisions.

19. CAPTIONS AND REFERENCES. The captions of the Paragraphs of this Note are for the purposes of convenience only and are not intended to be part of this Note and shall not be deemed to modify, explain, enlarge or restrict any of the provisions hereof. All "Paragraph" references are to the paragraphs of this Note, unless otherwise indicated.

20. SECURITY. This Note is secured by a deed of trust executed concurrently herewith, encumbering the property described therein.

21. NONRECOURSE OBLIGATION. Except as expressly provided in the second paragraph of this section, the Borrower, and the Borrower's officers, directors, employees and agents shall not have any direct or indirect personal liability for payment of the principal of, or interest on, the Note or the performance of the covenants of the Borrower under the Deed of Trust securing the Note. The sole recourse of the Beneficiary with respect to the principal of, or interest on, the Note shall be to the property securing the indebtedness evidenced by the Note.

However, that nothing contained in the foregoing limitation of liability shall (a) limit or impair the enforcement against all such security for the Note of all the rights and remedies of the Beneficiary, or (b) be deemed in any way to impair the right of the Beneficiary to assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto.

The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the Note, except as hereafter set forth; nothing contained herein is intended to relieve the Borrower of personal liability for (a) fraud or willful misrepresentation; (b) the failure to pay taxes, assessments or other charges (which are not contested by Borrower in good faith) which may create liens on the Property that are payable or 630
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applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (c) the fair market value of any personal property or fixtures removed or disposed of by Borrower other than in accordance with the Deed of Trust; (d) 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 (e) payment to the Beneficiary of any rental income or other income arising with respect to the Property received by the Borrower after the Beneficiary has given notice to the Borrower of the occurrence of an Event of Default, subject to the rights of any lender providing a loan secured by the Property to which the Lender has subordinated the Deed of Trust.

DISCLOSURES. BORROWER HEREBY ACKNOWLEDGES THAT INTEREST IN

THIS NOTE MAY AT TIMES TO BE CALCULATED BY HOLDER ON THE BASIS OF A THREE HUNDRED SIXTY (360) DAY YEAR AND IS FULLY AWARE THAT SUCH

CALCULATIONS MAY RESULT IN AN ACCRUAL AND/OR PAYMENT OF INTEREST

IN AMOUNTS GREATER THAN CORRESPONDING INTEREST CALCULATIONS BASED ON A THREE HUNDRED SIXTY-FIVE (365) DAY YEAR.

ETTING ROAD LLC,
A California limited liability company
By: Cabrillo Economic Development Corporation, a
California nonprofit public benefit corporation,
Its: sole member and manager
________________________________________
By: Victoria J. Brady
Its: Chief Executive Officer
631

EXHIBIT C
650\156\3896658.3

EXHIBIT C

DEED OF TRUST
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650\156\3896865.3

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

CITY OF OXNARD
Housing Department
435 S D Street
Oxnard, CA 93030
Attention: Housing Director
No recording fee pursuant to California
Government Code Section 27383
APN: 225-0-014-020 SPACE ABOVE THIS LINE FOR RECORDER’S USE

DEED OF TRUST AFFECTING REAL PROPERTY

WITH ASSIGNMENT OF RENTS
(This Deed of Trust contains an acceleration clause)
(Secures Promissory Note, Affordable Housing Loan Agreement, and Regulatory Agreement)
This DEED OF TRUST is made ___________________, 2025, between Etting Road LLC, a California limited liability company, herein called TRUSTOR, whose address is 702 County Square Drive, Suite 200, Ventura, CA 93003, to Commonwealth Land Title Company, a California corporation, as trustee, herein called TRUSTEE, and the City of Oxnard, a municipal corporation (the “City”), herein called BENEFICIARY,
WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale, that property located at 2161 Etting Road, in the City of Oxnard, which is located in Ventura County, California, as more particularly described in Exhibit A (the “Property”) attached hereto and incorporated herein by this reference;
Together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues, and profits.

This grant is made for the purpose of securing the performance of each agreement of Trustor incorporated by reference or contained herein; and performance of that certain Affordable Housing Loan Agreement dated , 2025, that certain Regulatory Agreement dated _______________, 2025, and Promissory Note dated __________, 2025, in the face amount of Six Hundred Thirty One Thousand Nine Hundred Dollars ($631,900) made by Trustor to the order of the Beneficiary. This Deed of Trust secures all obligations of each of the foregoing agreements. Any default in the performance of obligations under any of such agreements is a default under each of the agreements and is a default hereunder, and entitles Beneficiary and Trustee to exercise all rights and remedies herein described.

To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange 633
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County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:

COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE
Alameda 1288 556 Madera 911 136 San Luis
Obispo
1311 137
Alpine 3 130-31 Marin 1849 122 San Mateo 4778 175
Amador 133 438 Mariposa 90 453 Santa Barbara 2065 881
Butte 1330 513 Mendocino 667 99 Santa Clara 6626 664
Calaveras 185 338 Merced 1660 753 Santa Cruz 1638 607
Colusa 323 391 Modoc 191 93 Shasta 800 633
Contra
Costa
4684 1 Mono 69 302 San Diego
Series 5
1964 149774
Del Norte 101 549 Monterey 357 239 Sierra 38 187
El Dorado 704 635 Napa 704 742 Siskiyou 506 762
Fresno 5052 623 Nevada 363 94 Solano 1287 621
Glenn 469 76 Orange 7182 18 Sonoma 2067 427
Humboldt 801 83 Placer 1028 379 Stanislaus 1970 56
Imperial 1189 701 Plumas 166 1307 Sutter 655 585
Inyo 165 672 Riverside 3778 347 Tehama 457 183
Kern 3756 690 Sacramento 5039 124 Trinity 108 595
Kings 858 713 San Benito 300 405 Tulare 25300 108
Lake 437 110 San
Bernardino
6213 768 Toulumne 177 160
Lassen 192 367 San
Francisco
A-804 596 Ventura 2607 237
Los
Angeles
T3878 874 San Joaquin 2855 283 Yolo 769 16
Yuba 398 693
shall inure to and bind the parties hereto, with respect to the property above described. Said Agreements, terms and provisions contained in said subdivisions A and B, (identical in all counties, and attached hereto), are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein (provided that in the event any said provision is inconsistent with the language in this Deed of Trust, the language of this Deed of Trust shall control), and Beneficiary may charge for a statement regarding the obligation secured hereby; provided the charge therefore does not exceed the maximum allowed by law.

The Trustor acknowledges receipt of a copy of such provisions of such fictitious deed of trust.

If the Trustor shall sell, convey or alienate said property, or any part thereof, or any interest therein, or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, in a manner not allowed by the agreements secured by this Deed of Trust or without the written consent of the Beneficiary being first had and obtained, Beneficiary shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable.

The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be made to it at its address hereinbefore set forth. Exhibit A is attached hereto and incorporated herein. (Signature appears on following page)
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SIGNATURE OF TRUSTOR

ETTING ROAD LLC,
a California limited liability company
By: Cabrillo Economic Development Corporation, a
California nonprofit public benefit corporation,
Its: sole member and manager
________________________________________
By: Victoria J. Brady
Its: Chief Executive Officer
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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 )
) ss.

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

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

WITNESS my hand and official seal.
________________________________
Signature of Notary Public
(Place Notary Seal Above)
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EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY
All that certain real property situated in the County of Ventura, State of California, described as follows:

A PORTION OF PARCEL H, SUBDIVISION 72 RANCHO EL RIO DE SANTA CLARA O'

LA COLONIA, IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF

CALIFORNIA, ACCORDING TO THE MAP THEREOF ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF VENTURA COUNTY, IN BOOK 3. MISCELLANEOUS RECORDS AT PAGE 14, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A 3/4 INCH IRON PIPE SET IN THE SOUTHERLY LINE OF PLEASANT VALLEY ROAD DISTANT THEREON NORTH 59° 15' 30" EAST 250.73 FEET FROM A 4" X 4" POST SET AT THE MOST WESTERLY CORNER OF SAID PARCEL H; THENCE FROM SAID POINT OF BEGINNING.
1ST: NORTH 59° 15' 30" EAST 424.64 FEET ALONG THE SOUTHERLY LINE OF SAID PLEASANT VALLEY ROAD TO A 3/4 INCH IRON PIPE MARKED WITH A METAL TAG STAMPED SGB LS 1848; THENCE,
2ND: SOUTH 345.13 FEET TO A NAIL AND METAL TAG STAMPED SGB LS 1848 SET

IN THE SOUTH SIDE OF A LARGE EUCALYPTUS TREE IN THE NORTH LINE OF ETTING ROAD; THENCE ALONG SAID NORTH
LINE.
3RD: WEST 365.00 FEET TO A 3/4 INCH IRON PIPE MARKED WITH A METAL TAG STAMPED SGB LS 1842; THENCE,
4TH: NORTH 128.2 FEET TO THE POINT OF BEGINNING.

EXCEPT THEREFROM ALL RIGHT, TITLE AND INTEREST OF THE GRANTOR IN AND

TO ALL OIL, GAS, MINERALS, HYDROCARBONS AND ASSOCIATED SUBSTANCES

IN, UNDER OR PRODUCED AND SAVED FROM SAID LAND, BUT WITHOUT THE

RIGHT OF ENTRY TO THE SURFACE OF THE PROPERTY OR THE TOP FIVE HUNDRED (500) FEET OF THE SUBSURFACE THEREOF MEASURED VERTICALLY FROM THE SURFACE (COLLECTIVELY "MINERAL RIGHTS") AS RESERVED IN DEED RECORDED SEPTEMBER 10, 2015 AS INSTRUMENT NO. 2015-00136187, OFFICIAL RECORDS OF SAID COUNTY.

APN: 225-0-014-020
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EXHIBIT D
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EXHIBIT D

REGULATORY AGREEMENT
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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

CITY OF OXNARD
Housing Department
435 S D Street
Oxnard, CA 93030
Attention: Housing Director
No recording fee pursuant to California
Government Code Section 27383
APN: 225-0-014-020 SPACE ABOVE THIS LINE FOR RECORDER’S USE

REGULATORY AGREEMENT AND RESTRICTIVE COVENANTS
(CITY OF OXNARD)
THIS REGULATORY AGREEMENT (CITY OF OXNARD) (“Regulatory Agreement”) is entered into effective , 2025, by Etting Road LLC, a California limited liability company (“Developer”) in favor of the City of Oxnard, a municipal corporation (“City”) pursuant to and in evidence of an “Affordable Housing Loan Agreement” executed by Developer concurrently herewith (the “Loan Agreement”).

RECITALS
WHEREAS, Developer is the owner of that certain real property in the City of Oxnard (“City”), County of Ventura, State of California (“Property”) described in Exhibit “A” attached hereto and incorporated herein by this reference; and
WHEREAS, Developer and City have entered into the Loan Agreement in which Developer has agreed to construct and operate the Property as an affordable housing project, and City has loaned Six Hundred and Thirty-One Thousand Nine Hundred Dollars ($631,900) to assist in the development of the assisted units within the affordable housing project (the “Project”).

NOW, THEREFORE, IN CONSIDERATION FOR CITY’S ASSISTANCE, DEVELOPER COVENANTS AND AGREES FOR THE BENEFIT OF CITY AS FOLLOWS:

AGREEMENT

1. Definitions.
a. "AMI" the Ventura County Metropolitan Statistical Area as determined by HUD, adjusted for family size.
b. "Assisted Units" means any six (6) housing units on the Property which are supported by funds under the Loan Agreement.
c. "Household" means a household having an income equal to or less than the Section 8 very low-income limit established by HUD (i.e. 50% or less of area 639
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median income adjusted for family size by the State Department of Housing and Community Development) pursuant to 24 CFR 570.3.
d. "HUD" means the United States Department of Housing and Urban Development. e. "Rent" means the total charges for rent, utilities, and related services to each qualifying Household which shall not exceed thirty percent (30%) of fifty percent (50%) of Median Income for the Assisted Units occupied by Very Low-Income Households. Annual rent increases shall be calculated by Lender based on the change in the AMI.
f. "Very-Low Income Household" is a Household with an income not greater than fifty 50% of the AMI.

2. Term. The provisions of this Regulatory Agreement shall remain in effect for a period of 55 years from the issuance of a Notice of Completion for the Project.

3. City Contributions. The City has provided funds for development costs of six (6) affordable apartment units (“Assisted Units”).

4. City Conditions. The Project shall meet all City conditions rules and regulations and shall be required to have approval of the Oxnard Planning Commission and City Council as required by City ordinances, resolutions, regulations and requirements.

5. Affordability Requirements. Six (6) units shall be designated as Assisted Units. All of the Assisted Units shall be made available and rented only to Very Low-Income Households.

The Assisted Units will be rented at Rent set forth in the definition of Rent. The Assisted Units shall include two (2) one-bedroom units, two (2) two-bedroom units, and (2) three-bedroom units.

6. Construction. All work on the Project shall be performed by contractors, licensed under the laws of the State of California, as Developer may employ from time to time to execute such work. Developer shall comply with all federal, State and local laws and regulations pertaining to construction of the Project, including laws relating to competitive bidding and payment of prevailing wages, to the extent the same may be applicable. All work shall be performed in a workmanlike and quality fashion, free of encumbrances and liens, in full compliance with all applicable requirements of the Uniform Building Code and the Oxnard City Code. In addition to all other obligations of Developer as set forth in this Regulatory Agreement, Developer shall seek and obtain all necessary governmental approvals for the Project and shall pay all permit application fees and development exactions then prescribed by city ordinance or resolution at the time of submittal, unless such fees or exactions are waived by City. Nothing herein excuses compliance by Developer with any or all City ordinances, resolutions or procedures in connection with development of the Project.

7. Maintenance. Developer shall, at all times during the term of this Regulatory Agreement, cause the Property and the Project to be maintained in good condition and repair regardless of cause of the disrepair. Developer shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. City and any of its employees, agents, contractors or 640
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designees shall have the right to enter upon the Project at reasonable times and in reasonable manner to inspect the project.

8. Reports. Developer will provide City with reports and records as follows:
a. Developer understands and agrees that City may, at any time, request information that may be required for the purpose of making necessary reports to HUD and State Department of Housing and Community Development, or for otherwise evaluating Developer’s progress and performance pursuant to this Regulatory Agreement. In the event of such requests, Developer shall comply by providing the appropriate data within 15 calendar days from the date of any such request. b. Developer further understands and agrees that the records and additional information described in this paragraph are required to be retained on a continuing basis for a period of 5 years after this Regulatory Agreement has expired. c. Developer further understands and agrees that its failure to comply with any and all reporting and data submission requirements of this paragraph 8 may be deemed by City to be evidence of cessation of operation under the Regulatory Agreement or conversion to an unapproved change in use, requiring recovery of loan funds pursuant to the Regulatory Agreement, provided, however, that a failure to comply with the reporting and data submission requirements shall not be deemed to be cessation of operation under the Regulatory Agreement or a conversion to an unapproved change unless Developer has failed to cure such failure to comply within 30 days after City gives Developer a “notice to cure”, or if the failure cannot be cured within 30 days, fails to commence to cure within 30 days and thereafter diligently pursue such cure.
d. All financial transactions must be supported by complete and verifiable source documents. Records shall provide a clear audit trail.

The affordability requirements contained in this Regulatory Agreement constitute covenants, conditions and restrictions that run with the land. Subject to the provisions of paragraph 16 below, if Developer fails to perform any obligation under this Regulatory Agreement, and fails to cure the default within 30 days after City has notified Developer in writing of the default or if the default cannot be cured within 30 days, fails to commence to cure within 30 days and thereafter diligently pursue such cure, City shall have the right to enforce this Regulatory Agreement by any means permitted by law, including an action at law or in equity to compel Developer’s performance of its obligations, and/or for damages.

9. Monitoring Fee. In accordance with the Loan Agreement, Developer shall pay to City an annual monitoring fee on January 1 of the year following issuance of the Notice of Completion and every January 1 thereafter during the term of this Regulatory Agreement in the amount of One Hundred Fifteen Dollar ($115) per each Assisted Unit. 10 Hold Harmless Indemnification.
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a. Developer shall at all times defend, indemnify and save City and the City of Oxnard Housing Authority (“Housing Authority”), including their boards, council members, commissioners, agencies, departments, officers, employees, agents and volunteers, harmless against any and all claims, lawsuits, judgment, demands and liability against City, or the Housing Authority, all of their boards, council members, commissioners, agencies, departments, officers, employees, agents and volunteers, including those arising from injuries or death of persons and for damages to property, arising directly or indirectly out of the operations conducted or subsidized in whole or in part by City related to this Regulatory Agreement, save and except claims or litigation arising through the sole negligence or wrongdoing and/or sole willful misconduct of City or any other indemnitee.

Developer is not obligated to indemnify City or others for claims based upon their use of information provided by Developer, provided the information itself is accurate. Developer shall at all times indemnify and hold harmless City, its officers and employees, from all loss, litigation, liability, damage, or expense, including, without limitation, potential tenant relocation costs arising under this Regulatory Agreement and/or any subcontract which Developer enters into relating to implementation of the Project.
b. Developer’s obligation to defend shall arise when a claim, demand or action is made or filed, whether or not such claim, demand or action results in a determination of liability or damages as to which Borrower is obligated to indemnify and hold harmless.

11. Modifications. All modifications to this Regulatory Agreement must be in written form and approved by both parties. To the extent that any lender to, or equity investor in, the Project requires changes to this Regulatory Agreement, which changes do not materially affect the basic affordability, reporting, and enforcement provisions hereof, the City agrees to cooperate to effect such changes within a reasonable time.

12. Sale Of Property/Change Of Use. Developer agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Regulatory Agreement, all of which are for the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Regulatory Agreement shall constitute covenants which run with the land and shall be binding on Developer and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. Developer further understands and agrees that the loan funds provided to Developer under this Regulatory Agreement are made on the condition that Developer and all subsequent owners, or other successors and assigns of the Property and/or Project lease and rent the Units in accordance with the terms and conditions stipulated in paragraph 5 of this Regulatory Agreement, for a term of 55 consecutive years commencing upon issuance of Notice of Completion for the Project. In the event that Developer or any of its successors and assigns violates any of these covenants, following reasonable notice 642
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and opportunity to cure, the total amount of the Loan funds shall become immediately due and payable.

13. Authority To Bind. By entering into this Regulatory Agreement, Developer certifies it is qualified and licensed to conduct business in the State of California.

14. Notice. All notices given or required to be given to this Regulatory Agreement, shall be in writing and may be given by personal delivery or by mail. Notice sent by mail shall be addressed as follows:

TO CITY: City of Oxnard
Housing Director
435 South D Street
Oxnard, California 93030
TO DEVELOPER: Etting Road LLC
c/o Cabrillo Economic Development Corporation
702 County Square Drive, Suite 200
Ventura, CA 93003
Attn: Chief Executive Officer
With copy to:

Goldfarb & Lipman LLP
1300 Clay Street, 11th Floor
Oakland, CA 94612
Attn: Lynn Hutchins
and, when addressed in accordance with this paragraph, shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the name and addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.

15. Compliance With Law. Developer shall comply with all applicable laws and regulations in the implementation of this Regulatory Agreement.

16. Contractual Relationship. The contractual relationship between City and Developer is independent and under no circumstances shall Developer be considered an agent or partner of City.

17. Enforced Delay; Extension Of Times Of Performance. In addition to specific provisions of this Regulatory Agreement, performance by any of the parties hereunder shall not be deemed to be in default, and all performance and other dates specified in this Regulatory Agreement shall be extended, where delays or defaults are due to: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, 643
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quarantine restrictions, freight embargos, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inability to secure necessary labor, materials or tools, delays of any contractor, subcontractor or supplier, acts or omissions of another party, acts or failures to act of any public or governmental agency or entity (other than the acts or failures to act of City which shall not excuse performance by City), or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Regulatory Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Regulatory Agreement may also be extended in writing by the mutual agreement of City's Housing Director and Developer.

18. Benefit Of Agreement. This Regulatory Agreement and every provision hereof is for the exclusive benefit of Developer and City and not for the benefit of any other party. There shall be no incidental or other beneficiaries of any of Developer’s or City’s obligations under this Regulatory Agreement.

19. Enforcement Of Agreement. If any terms, provisions, conditions or covenants in this Regulatory Agreement, or the application thereof to any party or circumstances, shall to any extent be held invalid or unenforceable, the remainder of this Regulatory Agreement, or the application of such terms, provisions, conditions or covenants to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Regulatory Agreement shall be valid and enforceable to the fullest extent permitted by law.

20. Governing Law. The terms of this Regulatory Agreement shall be interpreted according to the laws of the State of California.

21. Rights of Mortgage Holders. The provisions of these Covenants do not limit the right of the holder of any mortgage, deed of trust or other lien or encumbrance to exercise any of its remedies for the enforcement of any pledge or lien upon the Property, recorded prior in time to this Regulatory Agreement or to which this Regulatory Agreement has been subordinated in writing. In the event of any foreclosure under any such mortgage, deed of trust, or other lien or encumbrance, or a sale pursuant to any power of sale included in any such mortgage or deed of trust, the purchaser or purchasers and their successors and assigns and the Property shall not be subject to this Regulatory Agreement.

22. City Successors. City, its successors and assigns, is deemed the beneficiary of the covenants contained herein, without regard to technical classification and designation. The covenants shall run in favor of City, its successors and assigns, without regard to whether City has been, remains, or is an owner of any land or interest therein.

23. Modification. City and its successors and assigns, and Developer and its successors and assigns shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants or restrictions contained in these covenants without the consent of any 644
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tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property: provided, however, that the obligations set forth in paragraph 21 shall not be subject to modification without the consent of any affected lienholder.

24. No Discrimination. There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, religion, national origin, sex, age, disability, marital status, sexual preference, creed, ancestry, familial status, medical condition, or retaliation for having filed a discrimination complaint, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Developer itself or any person claiming under or through it, establish or permit any such practice or practices or discrimination or segregation with reference to the selection, location, number use or occupancy of buyers, tenants, lessees, subtenants, sublessees, or vendees of the Property.

The Developer shall refrain from restricting the rental, sale or lease of the Property to any person on the basis of race, color, religion, ancestry, familial status, national origin, sex, age, disability, marital status, sexual preference, creed, ancestry, medical condition, or retaliation for having filed a discrimination complaint. All deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
“The transferee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there
shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of
subdivision (p) of Section 12955, and Section 12955.0 of the Government Code, in the sale, lease sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or though him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublesses, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land.”

25. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, all of which shall constitute one in the same instrument.

Such counterparts shall be deemed have the same effect as if the signatures were in a single original document.
(Signatures appear on next page)
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IN WITNESS WHEREOF, City and Developer have executed this Regulatory Agreement.
(NOTARIZATION REQUIRED)
CITY: DEVELOPER:

THE CITY OF OXNARD ETTING ROAD LLC, a California limited company

By: Cabrillo Economic Development
Corporation, a California non-profit public
benefit corporation, its sole member and
manager

Housing Director By: Victoria J Brady
Chief Executive Officer

APPROVED AS TO FORM:

Stephen Fischer
City Attorney

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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 )
) ss.

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

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

WITNESS my hand and official seal.
________________________________
Signature of Notary Public
(Place Notary Seal Above)

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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 )
) ss.

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

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

WITNESS my hand and official seal.
________________________________
Signature of Notary Public
(Place Notary Seal Above)
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EXHIBIT A
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EXHIBIT “A”
All that certain real property situated in the County of Ventura, State of California, described as follows:

A PORTION OF PARCEL H, SUBDIVISION 72 RANCHO EL RIO DE SANTA CLARA O'

LA COLONIA, IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF

CALIFORNIA, ACCORDING TO THE MAP THEREOF ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF VENTURA COUNTY, IN BOOK 3. MISCELLANEOUS RECORDS AT PAGE 14, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A 3/4 INCH IRON PIPE SET IN THE SOUTHERLY LINE OF PLEASANT VALLEY ROAD DISTANT THEREON NORTH 59° 15' 30" EAST 250.73 FEET FROM A 4" X 4" POST SET AT THE MOST WESTERLY CORNER OF SAID PARCEL H; THENCE FROM SAID POINT OF BEGINNING.
1ST: NORTH 59° 15' 30" EAST 424.64 FEET ALONG THE SOUTHERLY LINE OF SAID PLEASANT VALLEY ROAD TO A 3/4 INCH IRON PIPE MARKED WITH A METAL TAG STAMPED SGB LS 1848; THENCE,
2ND: SOUTH 345.13 FEET TO A NAIL AND METAL TAG STAMPED SGB LS 1848 SET

IN THE SOUTH SIDE OF A LARGE EUCALYPTUS TREE IN THE NORTH LINE OF ETTING ROAD; THENCE ALONG SAID NORTH
LINE.
3RD: WEST 365.00 FEET TO A 3/4 INCH IRON PIPE MARKED WITH A METAL TAG STAMPED SGB LS 1842; THENCE,
4TH: NORTH 128.2 FEET TO THE POINT OF BEGINNING.

EXCEPT THEREFROM ALL RIGHT, TITLE AND INTEREST OF THE GRANTOR IN AND

TO ALL OIL, GAS, MINERALS, HYDROCARBONS AND ASSOCIATED SUBSTANCES

IN, UNDER OR PRODUCED AND SAVED FROM SAID LAND, BUT WITHOUT THE

RIGHT OF ENTRY TO THE SURFACE OF THE PROPERTY OR THE TOP FIVE HUNDRED (500) FEET OF THE SUBSURFACE THEREOF MEASURED VERTICALLY FROM THE SURFACE (COLLECTIVELY "MINERAL RIGHTS") AS RESERVED IN DEED RECORDED SEPTEMBER 10, 2015 AS INSTRUMENT NO. 2015-00136187, OFFICIAL RECORDS OF SAID COUNTY.

APN: 225-0-014-020
649

EXHIBIT E
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EXHIBIT E

DISBURSEMENT SCHEDULE

1. Payment Requests. Payment requests from Borrower may be submitted no more frequently than on a monthly basis. The Borrower shall also submit receipts and other documentation that describe the documents, materials, and activities that will be paid for and/or reimbursed with each specific payment request.

Borrower may not request disbursement of funds until the funds are needed for payment of eligible costs (i.e., reimbursement of eligible construction costs). Borrower must provide evidence of compliance with insurance requirements satisfactory to the City before disbursement of any funds.

Payment to Borrower shall be based on the submittal and approval of an invoice, and based on conformance with this Agreement.

2. Billing. Borrower shall submit an invoice and copies of all original supporting documentation to the Lender at the following address:

CITY OF OXNARD
Housing Department
435 S D Street
Oxnard, CA 93030
Attention: Housing Director

3. Final Disbursement. Final 10% Disbursement to occur after issuance of Certificate of Occupancy of the Project. Borrower must provide evidence of compliance with insurance requirements satisfactory to the City before disbursement of any funds.

Eligible Loan Costs: Construction Costs
650

EXHIBIT F
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EXHIBIT F

INSURANCE REQUIREMENTS
Exhibit INS-E

INSURANCE REQUIREMENTS FOR CONSTRUCTION PROJECTS
(WITH BUILDER’S RISK REQUIREMENT)

1. Contractor shall obtain and maintain during the performance of any services under this Contract the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by Contractor, its agents, representatives, employees or subcontractors.
a. Commercial General Liability Insurance, including Contractual Liability, in an amount not less than $2,000,000 combined single limit for bodily injury and property damage for each claimant for general liability with coverage equivalent to Insurance Services Office Commercial General Liability Coverage (Occurrence Form CG 0001). If a general aggregate limit is used, that limit shall apply separately to the project location or shall be twice the occurrence amount;
b. Business Automobile Liability Insurance in an amount not less than $1,000,000 combined single limit for bodily injury and property damage for each claimant for automobile liability with coverage equivalent to Insurance Services Office Automobile Liability Coverage (Occurrence Form CA0001) covering Code No. 1, “any auto;”
c. If architectural, engineering, or electrical work will be performed under the Contract, Professional Liability/Errors and Omissions Insurance appropriate to the work being done in an amount not less than $1,000,000, with neither Contractor nor listed subcontractors having less than $500,000 individually. The Professional Liability/Errors and Omissions Insurance must be project specific with at least a one-year extended reporting period, or longer upon request.
d. Course of Construction Insurance providing coverage for “all risks” of loss in an amount not less than the completed value of the project, with City named as Owner and Insured. e. Workers’ Compensation Insurance in compliance with the laws of the State of California, and Employer’s Liability Insurance in an amount not less than $1,000,000 per claimant. Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City.

1. Contractor shall, prior to performance of any services, file with the Risk Manager certificates of insurance with original endorsements effecting coverage required by this Exhibit INS-E. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on the attached forms or on other forms approved by the Risk Manager. All certificates and endorsements are to be received and approved by the Risk Manager before work commences. City reserves the right to require complete certified copies of all required insurance 651
Exhibit INS-E

EXHIBIT F
650\156\3896658.3
policies at any time. The certificates of insurance and endorsements shall be sent via email. If you have not received your request or are having difficulty with electronic upload, contact [email protected]

2. Contractor agrees that all insurance coverages shall be provided by a California admitted insurance carrier with an A.M. Best rating of A:VII or better and shall be endorsed to state that coverage may not be suspended, voided, canceled by either party, or reduced in coverage or limits without 30 days’ prior written notice to the Risk Manager. The Risk Manager shall not approve or accept any endorsement if the endorsement contains “best effort” modifiers or if the insurer is relieved from the responsibility to give such notice.

3. Contractor agrees that the Commercial General Liability and Business Automobile Liability Insurance policies shall be endorsed to name City, its City Council, officers, employees and volunteers as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, its City Council, officers, employees and volunteers. The General Liability Special Endorsement Form and Automobile Liability Special Endorsement Form attached to this Exhibit INS-E or substitute forms containing the same information and acceptable to the Risk Manager shall be used to provide the endorsements (ISO form CG 2010 11/85 or if not available, CG 2010 with an edition date prior to 01/04 and CG 2037).

4. The coverages provided to City shall be primary and not contributing to or in excess of any existing City insurance or self-insurance coverages (this must be endorsed). Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its City Council, officers, employees and volunteers. The insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

5. Any deductibles or self-insured retentions must be declared to and approved by the Risk Manager. At the option of the Risk Manager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its City Council, officers, employees and volunteers, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

6. All insurance standards applicable to Contractor shall also be applicable to Contractor’s subcontractors.

Contractor agrees to maintain appropriate agreements with subcontractors and to provide proper evidence of coverage upon receipt of a written request from the Risk Manager.

INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS Certificates of Insurance
The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance. You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed.

Improperly addressed certificates may delay the contract start-up date because the City’s practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number. Cancellation 652
Exhibit INS-E

EXHIBIT F
650\156\3896658.3
provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

Endorsement Forms
Original endorsements are required for general liability and automobile liability insurance policies and must be attached to the applicable certificate of insurance. City preference is that you use the endorsement forms which are attached. Substitute forms will be accepted, however, as long as they include provisions comparable to the sample accord form.

INS-E.doc
653
Exhibit INS-E

EXHIBIT F
650\156\3896658.3
654
Exhibit INS-E

EXHIBIT F
650\156\3896658.3
655
Exhibit INS-E

EXHIBIT F
650\156\3896658.3
656

CITY COUNCIL AGENDA REPORT

PUBLIC HEARINGS
AGENDA ITEM NO. L.1
DATE: February 18, 2025
TO: City Council
FROM: Brenda Lopez, Interim Housing Director, (805) 385-8092, [email protected] SUBJECT: Fiscal Year 2020-2021 Annual Action Plan Amendment - Community Development Block Grant CARES Act. (10 minutes)

RECOMMENDATION
That the City Council:

1. Conduct a public hearing regarding the fiscal year 2020-2021 Annual Action Plan Amendment;

2. Approve the fiscal year 2020-2021 Annual Action Plan Amendment for the CARES Act reallocations;

3. Authorize the City Manager, and his designees, to incorporate the amended grant allocations into the 2020-2021 Annual Action Plan Amendment for the CARES Act, and allow adjustments within ten percent of the grant allocation or $200,000, whichever is greater;

4. Authorize the City Manager, and his designees, to execute the required documents to submit the 2020-2021 Annual Action Plan Amendment to the United States Department of Housing and Urban Development; and,

5. Authorize the City Manager, and his designees, to execute all of the agreements necessary for the implementation of the 2020-2021 Annual Action Plan Amendment.
(This is a Public Hearing, therefore this item did not originate in Committee.) Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/mbATWRWzL4E

BACKGROUND
The City of Oxnard receives annual entitlement grant funding from the United States Department of Housing and Urban Development (HUD) for the Community Development Block Grant (CDBG), HOME Investment Partnerships Act (HOME) and Emergency Solutions Grant (ESG) programs. These grants contribute to improving the quality of life in Oxnard by supporting the expansion of affordable housing opportunities, providing services to low-income and homeless families, supporting economic growth and funding critical infrastructure projects.

Recipients of HUD entitlement grants were awarded supplemental funding under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) that was signed into law on March 27, 2020. Under the CARES Act, the City of Oxnard was awarded $3,088,367 in CDBG-Coronavirus (CDBG-CV) and $5,255,005 in ESG-Coronavirus (ESG-CV).

These grants adhere to many of the regulations that are in place for both programs, but include a requirement to prevent, prepare and respond to the coronavirus.

On October 6, 2020, the City Council approved an amendment to the 2020-2021 Annual Action Plan accepting the 657
supplemental funding.

The ESG-CV grant was fully exhausted by September 30, 2023 and has been closed out. The CDBG-CV grant unallocated balance of $1,209,053.74. The grant funds must be expended by March 2, 2027.

DISCUSSION
On September 19, 2023, the City Council approved receipt of an Encampment Resolution Fund (ERF) grant from the State of California in the amount of $4,015,638.88 to respond to the continuing need at the homeless encampments located on McWane Boulevard and at Fifth Street, east of Harbor Boulevard.

City Council further approved using the ERF to support an agreement between the City and the County of Ventura totaling $1,163,614.34 for the delivery of outreach, case management and supportive services and $2,759,400 for interim shelter. To provide the interim shelter, staff was granted authority to negotiate and enter into agreements with hotel owners. The combined services offer a comprehensive solution to move individuals out of encampments and into interim housing with a goal of transitioning to permanent supportive housing units that are actively under construction in the City of Oxnard. All funding available within the State grant has been allocated and will be fully exhausted by April 30, 2025.

Housing Staff is requesting approval to amend the City’s agreement with the County of Ventura and hotel operators to allow the additional time needed for the Casa de Carmen permanent supportive housing project to be completed. This action will avoid exiting individuals receiving supportive services back to unsheltered homelessness. If approved, the proposed amendments extend both agreements through August 31, 2025 requiring an additional allocation of $250,000 to the County of Ventura’s agreement and $625,000 for interim shelter.

Staff recommends awarding $875,000 in CDBG-CV funding to support the proposed amendments referenced above. A subsequent Report Item on the February 18, 2025 Council agenda includes agreement amendments with the County of Ventura and hotel operators.

Staff is also requesting to increase the CDBG-CV administration budget by $88,258.13 to support the department's projected expenses through the life of the grant. To date, the department has spent $220,577.87 on administrative expenses. This budgetary increase will bring the total administration budget to $308,836.

If the proposed 2020-2021 Annual Action Plan Amendment is approved, $245,795.61 will remain available for future projects.

STRATEGIC PRIORITIES
This agenda item supports the Quality of Life strategy. The purpose of the Quality of Life strategy is to restore and increase quality services and programs that enrich Oxnard's diverse community, promotes safe neighborhoods, encourages community engagement, and supports our residents in their efforts to improve their quality of life.

FINANCIAL IMPACT
There is no financial impact to the General Fund for adoption of this recommendation. The Housing Department has existing CDBG-CV appropriations necessary to fund the proposed agreements.

For Finance Use Only: CDBG-CV Fund (Org. 2018101-5xxxx, Project G2015).

COMMITTEE OUTCOME
This item did not originate in Committee.

Prepared by: Andrea Palmer, Grants Manager

ATTACHMENTS
658

1. 2020-21 8TH AMENDMENT ANNUAL ACTION PLAN

2. 2020-21 CDBG CARES ACT BUDGET REALLOCATION AMENDMENT

3. PRESENTATION
659
City of Oxnard
2020 Annual Action Plan
CARES Act 8
thAmendment
DRAFT
Prepared by:

City of Oxnard – Housing Department – Grants Management 435 South D Street, Oxnard, California, 93030
660
Annual Action Plan
2020 AMENDMENT DRAFT
2 Expected Resources
AP-15 Expected Resources – 91.220(c)(1,2)
Introduction
ANNUAL ACTION PLAN CARES ACT AMENDMENT UPDATEThe purpose of the City of Oxnard’s amendment is to appropriate resources to new activities that align with the CARES Act mission of preventing, preparing and responding to the impacts related to COVID-19 to the Community Development Block Grant (CARES ACT) (CDBG-CV) of the first year 2020 Annual Action Plan in the 2020-2024 Ventura County Regional Consolidated Plan, per City of Oxnard Council Action on October 6, 2020. This is a substantial amendment, and the eighth amendment to this document. The purpose of this amendment is exclusively for the CDBG-CV funds as changes to specific projects have been identified in the AP-38 of this report. City of Oxnard City Council action is scheduled on February 18, 2025.

Housing and community development resources are currently available in Ventura Urban County and Entitlement Jurisdictions include:
● Community Development Block Grant (CDBG) funds
● HOME Investment Partnerships Program (HOME) funds
● Emergency Solutions Grant (ESG) funds
● General funds (tax levy)
● Housing Successor Funds (formerly low-moderate Redevelopment Agency Funds) ● HUD Section 108 Loan funds
● HUD Housing Choice Voucher Program (through the Area Housing Authority of Ventura County, Oxnard Housing Authority, Housing Authority of the City of San Buenaventura, Santa Paula Housing Authority, and the Housing Authority of the City of Port Hueneme) ● California Housing Finance Agency funds (CalHFA)
● State Housing and Community Development (HCD) housing funds ● State transportation funds
● Ventura County Housing Trust Fund
● CARES Act Community Development Block Grant (CDBG-CV) funds ● CARES Act Emergency Solutions Grant (ESG-CV) fund
DRAFT
661
Annual Action Plan
2020 AMENDMENT DRAFT
3 Anticipated Resources
Program Source
of
Funds
Uses of Funds Expected Amount Available Year 1 Expected Amount
Available
Remainder
of ConPlan
$
Narrative
Annual Description
Allocation
: $
Program
Income:
$
Prior Year
Resources
: $
Total:
$
CDBG public -
federal
Acquisition
Admin and
Planning
Economic
Development
Housing
Public
Improvements
Public Services 2,573,996 100,000 352,000 3,025,996 10,406,067 Block grant
from HUD to
address
housing,
community
development,
and economic
development
needs.

HOME public -
federal
Acquisition
Homebuyer
assistance
Homeowner
rehab
Multifamily
rental new
construction
Multifamily
rental rehab
New
construction
for ownership
TBRA 775,947 100,000 0 875,947 3,256,502
Grant from
HUD to
address
affordable
housing needs.

DRAFT
662
Annual Action Plan
2020 AMENDMENT DRAFT
4 Program Source
of
Funds
Uses of Funds Expected Amount Available Year 1 Expected Amount
Available
Remainder
of ConPlan
$
Narrative
Annual Description
Allocation
: $
Program
Income:
$
Prior Year
Resources
: $
Total:
$
ESG public -
federal
Conversion and
rehab for
transitional
housing
Financial
Assistance
Overnight
shelter
Rapid rehousing (rental
assistance)
Rental
Assistance
Services
Transitional
housing 221,083 0 0 221,083 840,722
Grant from
HUD to
address needs
and services
for homeless
persons or
persons at risk
of becoming
homeless.

Other public -
federal
Other
8,343,372 0 0 8,343,372 0
$5,255,055 in
ESG-CV and
$3,088,367 in
CDBG_CV
received to
funding to
prevent,
prepare for,
and respond
to the
coronavirus
pandemic
among
individuals and
families
Table 1 - Expected Resources – Priority Table
DRAFT
663
Annual Action Plan
2020 AMENDMENT DRAFT
5 Explain how federal funds will leverage those additional resources (private, state and local funds), including a description of how matching requirements will be satisfied The jurisdictions leverage federal resources against other sources of federal, state, local, and private funding to maximize the impact of CDBG, HOME, and ESG funds. Leveraging varies from activity to activity depending on the project scope. For instance, the Federal Low-Income Housing Tax Credit (LIHTC), historic tax credits, and various affordable housing loan and grant products from the CA Department of Housing and Community Development and the Federal Home Loan Bank can be leveraged with HOME funding to develop affordable housing.

Although the CDBG program does not require a match, the HOME program and the ESG program require funding match. The HOME program requires a 25 percent non-federal cash or non-cash match of the annual grant amount or entitlement, less 10 percent for administration and five percent for Community Housing Development Organization (CHDO) operating support.

An ESG match is required on a one-to-one basis (100 percent match). ESG grantees report required match detail to the Ventura County Continuum of Care (CoC) on a monthly or semi-annual basis. Matching contributions from ESG grantees (cash or non-cash) may be obtained from any source, including any federal source other than the ESG program, as well as state, local, and private sources, per 24 CFR 576.201.

ANNUAL ACTION PLAN CARES ACT AMENDMENT UPDATE - In the eighth amendment, CDBG-CV funding will leverage a state-funded activity, the Encampment Resolution Fund (ERF). The ERF program provides case management, backpack medicine, meals, encampment cleanups, relocation assistance and noncongregate shelter to the homeless that reside in encampments. The Homeless division who manages the ERF programs anticipates that the funding for this program will run out by April 30, 2025. CDBG-CV is being leveraged to continue the stabilization of the encampment residents as they wait to transition to permanent supportive housing opportunities that are actively under construction.

In program year 2020-21, $200,000 of CDBG-CV funding was provided for homeless encampment responses, with $150,000 of ESG-CV. In a mid-year reallocation in program year 2022-23 the homeless encampment programs increased from $200,000 to $500,000. And now the 2024-25 program year has a plan to use $875,000 for the homeless encampment program.

DRAFT
664
Annual Action Plan
2020 AMENDMENT DRAFT
6 If appropriate, describe publicly owned land or property located within the jurisdiction that may be used to address the needs identified in the plan Most County-owned property is used to house County operations or is deed-restricted, limiting its feasibility for new uses. The County has been evaluating land it owns, as it becomes available, for the purpose of providing affordable housing and will continue to consider land that is deemed as surplus for the needs identified in the Regional Consolidated Plan. The County has initiated the use of a surplus building in San Buenaventura for a year-round emergency shelter for homeless persons. The building is currently being renovated and is expected to begin serving clients early in 2020. Additionally, late in 2019 the County released a Request for Qualifications and Concept Proposals for a County-owned property located in the unincorporated area for an affordable housing development, with a permanent supportive housing component.

Discussion
Anticipated CARES Act funding is included in "Other" section in table above, $3,088,367 in CDBG-CV funds to be used to prevent, prepare for and respond to the coronavirus and $5,255,055 in ESG-CV funding to prevent, prepare for, and respond to the coronavirus pandemic among individuals and families who are homeless or receiving homeless prevention activities to mitigate the impacts of COVID-19.

DRAFT
665
Annual Action Plan
2020 AMENDMENT DRAFT
7 Annual Goals and Objectives
AP-20 Annual Goals and Objectives
Goals Summary Information
Sort
Order
Goal Name Start
Year
End
Year
Category Geographic
Area
Needs Addressed Funding Goal Outcome Indicator
1 Improve Supply of
Affordable Housing
2020 2024 Affordable Housing New Rental Housing
Housing Support and
Stability
Homeownership
Opportunities
Rehabilitation &
Preservation of
Existing Housing
Assistance for Senior
Residents
Disaster Planning and
Recovery
CDBG:
$1,030,153
HOME:
$788,353
CDBG-CV:
$441,410.36
Public service activities other than
Low/Moderate Income Housing
Benefit: 104 Persons Assisted
Rental units constructed: 5 Household
Housing Unit
Rental units rehabilitated: 8
Household Housing Unit
Homeowner Housing Added: 6
Household Housing Unit
Housing Code
Enforcement/Foreclosed Property
Care: 2000 Household Housing Unit
2 Enhance Economic
Stability
2020 2024 Non-Housing
Community
Development
Increase Job Skills
Facade
Improvements
Local
Entrepreneurship
CDBG-CV:
$300,000
Jobs created/retained: 20 Jobs
Businesses assisted: 0 Businesses
DRAFT
Assisted
666
Annual Action Plan
2020 AMENDMENT DRAFT
8 Sort
Order
Goal Name Start
Year
End
Year
Category Geographic
Area
Needs Addressed Funding Goal Outcome Indicator
3 Increase Social
Services
2020 2024 Non-Homeless
Special Needs
Housing Support and
Stability
Assistance for Senior
Residents
Social Services
Youth Activities and
Services
Disaster Planning and
Recovery
CDBG:
$401,099
CDBG-CV:
$750,683.96
Public service activities other than
Low/Moderate Income Housing
Benefit: 28300 Persons Assisted
Public service activities for
Low/Moderate Income Housing
Benefit: 150 Households Assisted
4 Work to End
Homelessness
2020 2024 Homeless Housing Support and
Stability
Homelessness
ESG: $221,083
CDBG-CV:
$1,287,436.68
ESG-CV:
$4,732,505
Tenant-based rental assistance / Rapid
Rehousing: 45 Households Assisted
Homeless Person Overnight Shelter:
600 Persons Assisted
Homelessness Prevention: 20 Persons
Assisted
Other: 300 Other
DRAFT
667
Annual Action Plan
2020 AMENDMENT DRAFT
9 Sort
Order
Goal Name Start
Year
End
Year
Category Geographic
Area
Needs Addressed Funding Goal Outcome Indicator
5 Create Quality
Neighborhoods
2020 2024 Non-Housing
Community
Development
Housing Support and
Stability
Assistance for Senior
Residents
Streets and
Streetscapes
Parks and
Community Space
Disaster Planning and
Recovery
Utilities and Public
Infrastructure
CDBG:
$707,945
CDBG-CV: $0
Public Facility or Infrastructure
Activities other than Low/Moderate
Income Housing Benefit: 125,000
Persons Assisted
DRAFT
668
Annual Action Plan
2020 AMENDMENT DRAFT
10 Sort
Order
Goal Name Start
Year
End
Year
Category Geographic
Area
Needs Addressed Funding Goal Outcome Indicator
6 Effective
Administration
2020 2024 Planning and
Administration
New Rental Housing
Housing Support and
Stability
Homeownership
Opportunities
Rehabilitation &
Preservation of
Existing Housing
Assistance for Senior
Residents
Increase Job Skills
Facade
Improvements
Local
Entrepreneurship
Social Services
Youth Activities and
Services
Homelessness
Streets and
Streetscapes
Parks and
Community Space
Disaster Planning and
Recovery
Utilities and Public
Infrastructure
CDBG:
$534,799
HOME:
$87,594
CDBG-CV:
$308,836
ESG-CV:
$522,500
Other: 0 Other
Table 2 – Goals Summary
DRAFT
669
Annual Action Plan
2020 AMENDMENT DRAFT
11 Goal Descriptions
1 Goal Name Improve Supply of Affordable Housing
Goal
Description
Create and preserve stable, safe, and resilient affordable housing opportunities for homeowners and renters including special needs groups such as farmworkers, persons with disabilities, and the elderly throughout Ventura County.

Provide housing support to households impacted by COVID-19. CDBG-CV funds will be used to prevent, prepare for and respond to coronavirus.

AMENDMENT UPDATE:

Reduced and reallocated CARES ACT CDBG- CV funding due to activity closed and added new activity. 2 Goal Name Enhance Economic Stability
Goal
Description
Enhance economic stability and prosperity by increasing economic opportunities for residents through job skills training and promotion of local entrepreneurship.

Provide economic development support to businesses impacted by COVID-19. CDBG-CV funds will be used to prevent, prepare for and respond to coronavirus.

AMENDMENT UPDATE:

Reduced and reallocated CARES ACT CDBG- CV funding due to activity closed and added funding to existing activity. 3 Goal Name Increase Social Services
Goal
Description
Increase access to health and wellness services, youth activities, senior activities, and social service activities for residents.

Public service activities supporting response to COVID-19. CDBG-CV funds will be used to prevent, prepare for and respond to coronavirus.

AMENDMENT UPDATE:

Increased and reallocated CARES ACT CDBG
DRAFT
- CV funding due to activities closed and added funds to existing activity. 670
Annual Action Plan
2020 AMENDMENT DRAFT
12 4 Goal Name Work to End Homelessness
Goal
Description
Work alongside the Ventura County Continuum of Care to end homelessness within Ventura County by providing housing, emergency shelter, and social services to homeless persons or those at risk of homelessness.

Provide homeless service activities for persons experiencing homelessness impacted by COVID-19. ESG-CV funds will be used to prevent, prepare for and respond to coronavirus pandemic among individuals and families who are homeless or receiving homeless prevention activities to mitigate impacts of COVID-19. CDBG-CV funds will be used to prevent, prepare for and respond to coronavirus.

AMENDMENT UPDATE:

Reduced and reallocated CARES ACT CDBG- CV funding due to no activity. 5 Goal Name Create Quality Neighborhoods
Goal
Description
Enhance access to quality, resilient, and livable neighborhoods by improving publicly owned facilities and infrastructure such as parks, streets, sidewalks, and community buildings, including improving accessibility to meet Americans with Disabilities Act (ADA) standards.

AMENDMENT UPDATE:

Increased and reallocated CARES ACT CDBG- CV funding due to added new activity. 6 Goal Name Effective Administration
Goal
Description
Create and maintain effective housing and community development programs that address the priority needs listed within the Consolidated Plan, comply with all U.S. Housing and Urban Development (HUD) requirements, and achieve the goals and objectives set out by each Ventura County jurisdiction.

Administrative tasks supporting activities to prevent, prepare for and respond to coronavirus. (CDBG-CV 20% cap of Allocation and ESG-CV 10% cap of Allocation). Subject to the CARES Act and emergency policy from HUD, including program regulations and waivers.

AMENDMENT (5th):

Reduced and reallocated CARES ACT CDBG
DRAFT - CV funding. Total includes unallocated funds of $620,671. 671
Annual Action Plan
2020 AMENDMENT DRAFT
13 Projects
AP-35 Projects – 91.220(d)
Introduction
***EIGHTH ANNUAL ACTION PLAN AMENDMENT UPDATE –
CDBG-CV funds as changes to specific projects have been identified in the AP-38 of this report; -Project 13: CV-COVID RESPONSE reduced by $96,029 for a revised total of $2,779,531. -Project 14: CV-ADMINISTRATION increased by $88,258.13 for a revised total of $308,836. Total CDBG-CV award allocation: $3,088,367.

These are 2020 Plan year Projects designed to accomplish the goals and objectives of the 2020 AAP. The 2020 Projects will organize Activities in IDIS under the Projects setup in this section of AAP. The Projects are New Rental Housing, Housing Support and Stability, Homeownership Opportunities, Rehabilitation and Preservation, Assistance for Senior Residents, Other Public Services, Youth Activities and Services, Homelessness, Parks and Community Space, Public Facilities and Improvements, Public Facilities-Fire Protection Equipment and Administration and Planning.

Additionally, three new projects will be used to track activities as a result of CARES Act Amendment, CVCOVID RESPONSE, CV-ADMINISTRATION AND ESG20-OXNARD.

Projects
# Project Name
1 NEW RENTAL HOUSING
2 HOUSING SUPPORT AND STABILITY
3 HOMEOWNERSHIP OPPORTUNITY
4 REHABILITATION AND PRESERVATION
5 ASSISTANCE FOR SENIOR RESIDENTS
6 OTHER PUBLIC SERVICES
7 YOUTH ACTIVITIES AND SERVICES
8 HOMELESS ASSISTANCE
9 PARKS AND COMMUNITY SPACE
DRAFT
672
Annual Action Plan
2020 AMENDMENT DRAFT
14 # Project Name
10 PUBLIC FACILITIES AND IMPROVEMENTS
11 PUBLIC FACILITIES-FIRE PROTECTION EQUIPMENT
12 ADMINISTRATION
13 CV-COVID RESPONSE
14 CV-ADMINISTRATION
15 ESG20-OXNARD
Table 3 - Project Information
Describe the reasons for allocation priorities and any obstacles to addressing underserved needs
The allocation priorities are based on the annual needs identified in coordination with other city departments. Public service allocations are determined by the participation from other providers to meet the goals of the ConPlan. HOME funds are balanced between development projects and single family housing needs. HESG allocations are targeted exclusively for the needs of the homeless population.

DRAFT
673
Annual Action Plan
2020 AMENDMENT DRAFT
15 AP-38 Project Summary
Project Summary Information
1 Project Name NEW RENTAL HOUSING
Target Area NA
Goals Supported Improve Supply of Affordable Housing
Needs Addressed New Rental Housing
Funding HOME: $788,353
Description PARTICIPATION IN HOUSING DEVELOPMENT FUNDING ASSISTANCE Target Date 6/30/2021
Estimate the number
and type of families
that will benefit from
the proposed activities
5 LOW INCOME HOUSEHOLDS
Location Description CITY OF OXNARD. CALIFORNIA
Planned Activities FINANCIAL ASSISTANCE TO A COMMUNITY HOUSING DEVELOPMENT ORGANIZATION FOR THE DEVELOPMENT OF 5 HOUSING UNITS FOR LOW INCOME HOUSEHOLDS IN OXNARD. THIS PROJECT INCLUDES 15% OF HOME ALLOCATION SET ASIDE FOR CHDO'S, OR $131,392.
2 Project Name HOUSING SUPPORT AND STABILITY
Target Area NA
Goals Supported Improve Supply of Affordable Housing
Needs Addressed Housing Support and Stability
Funding CDBG: $200,000
Description HOUSING SERVICES
Target Date 6/30/2021
Estimate the number
and type of families
that will benefit from
the proposed activities
5 HOUSING UNIT, 8 HOUSEHOLDS (REHABILITATION ), 6 HOUSING UNITSHOUSING SERVICE; TOTAL OF 19 HOUSEHOLDS Location Description VARIOUS LOCATIONS THROUGHOUT CITY OF OXNARD Planned Activities HOUSING SERVICES FOR LOW - MODERATE INCOME HOUSING HOUSEHOLDS Project Name HOMEOWNERSHIP OPPORTUNITY
DRAFT
674
Annual Action Plan
2020 AMENDMENT DRAFT
16 3
Target Area NA
Goals Supported Improve Supply of Affordable Housing
Needs Addressed Homeownership Opportunities
Funding CDBG: $125,000
Description HOMEOWNERSHIP ASSISTANCE
Target Date 6/30/2021
Estimate the number
and type of families
that will benefit from
the proposed activities
6 HOUSEHOLDS ASSISTED
Location Description VARIOUS LOCATIONS THROUGHOUT CITY OF OXNARD Planned Activities HOMEOWNERSHIP ASSISTANCE FOR LOW-MODERATE INCOME HOUSING

HOUSEHOLDS
4 Project Name REHABILITATION AND PRESERVATION
Target Area NA
Goals Supported Improve Supply of Affordable Housing
Needs Addressed Rehabilitation & Preservation of Existing Housing Funding CDBG: $705,153
Description REHABILITATION OF HOUSING UNITS; CODE ENFORCEMENT AND COMPLIANCE Target Date 6/30/2021
Estimate the number
and type of families
that will benefit from
the proposed activities
8 HOUSEHOLDS HOUSING UNITS
2,000 HOUSEHOLD HOUSING UNITS (CODE COMPLIANCE)
Location Description VARIOUS LOCATIONS THROUGHOUT CITY OF OXNARD Planned Activities AFFORDABLE HOUSING RENTAL UNITS FOR LOW-MODERATE INCOME HOUSEHOLDS; SUPPORT THE CODE ENFORCEMENT ACTIVITIES OF THE CITY OF

OXNARD DEVELOPMENT SERVICES TO IMPROVE QUALITY OF LIFE AND

PROPERTY ISSUES
5 Project Name ASSISTANCE FOR SENIOR RESIDENTS
Target Area NA
Goals Supported Increase Social Services
Needs Addressed Assistance for Senior Residents
Funding CDBG: $47,500
DRAFT
675
Annual Action Plan
2020 AMENDMENT DRAFT
17 Description PUBLIC SERVICES SUBJECT TO 15% CAP OF 2021 CDBG ALLOCATION AND PROGRAM INCOME. FUNDING FOR SENIOR SERVICES TO INCREASE THE

QUALITY OF LIFE
Target Date 6/30/2021
Estimate the number
and type of families
that will benefit from
the proposed activities
300 PERSONS WILL BE ASSISTED WITH SENIOR SERVICES
Location Description CITY-WIDE
Planned Activities 1) ASSISTING WITH DAILY NEEDS FOR SENIORS BY CAREGIVERS VOLUNTEERS ASSISTING THE ELDERLY, CITY OF OXNARD RECREATION AT 2) PALM VISTA

SENIOR CENTER
6 Project Name OTHER PUBLIC SERVICES
Target Area NA
Goals Supported Increase Social Services
Needs Addressed Social Services
Funding CDBG: $149,299
Description PUBLIC SERVICES SUBJECT TO 15% CAP OF 2021 CDBG ALLOCATION AND PROGRAM INCOME. FUNDING FOR SENIOR SERVICES TO INCREASE THE

QUALITY OF LIFE
Target Date 6/30/2021
Estimate the number
and type of families
that will benefit from
the proposed activities
125 LOW-INCOME INDIVIDUALS WILL BE ASSISTED WITH SUBSIDIZED HEALTH CARE SERVICES, FAIR HOUSING SERVICES WILL ASSIST 150 FAMILIES, AND 150

HOMELESS INDIVIDUALS WILL BE ASSISTED WITH EMERGENCY SHELTER AND SERVICES.

Location Description
DRAFT

VARIOUS LOCATIONS THROUGHOUT CITY OF OXNARD
676
Annual Action Plan
2020 AMENDMENT DRAFT
18 Planned Activities ***ACTION PLAN UPDATE - The City initially awarded $20,000 to Thrive Mentorship House where addiction and rehabilitation services for adult men were made available. This activity's funds have been reallocated to a park project. Thrive Mentorship House was unable to complete the initial documentation prior to developing a Subrecipient Agreement, therefore the project was closed. Additionally, the Fair Housing Program has been moved from Public Services to Administration, as the City of Oxnard serves all income levels with this program.
1) CITY OF OXNARD FAIR HOUSING PROGRAM, 2) EMERGENCY SHELTER FOR

HOMELESS BY COUNTY OF VENTURA HUMAN SERVICES AGENCY RAIN PROGRAM, 3) HOMELESS SERVICES BY SHELTER CARE RESOURCES, 4)

SUBSIDIZED HEALTH CARE SERVICES BY LIVINGSTON MEMORIAL VISITING

NURSES ASSOCIATION
7 Project Name YOUTH ACTIVITIES AND SERVICES
Target Area NA
Goals Supported Increase Social Services
Needs Addressed Youth Activities and Services
Funding CDBG: $204,300
Description PUBLIC SERVICES SUBJECT TO 15% CAP OF 2021 CDBG ALLOCATION AND PROGRAM INCOME. FUNDING FOR YOUTH RECREATIONAL AND EDUCATIONAL PROGRAMS; YOUTH FROM LOW- AND MODERATE- INCOME HOUSEHOLDS.

Target Date 6/30/2021
Estimate the number
and type of families
that will benefit from
the proposed activities
1700 YOUTH WILL BE ASSISTED WITH YOUTH SERVICES/RECREATIONAL AND

EDUCATIONAL PROGRAMS IN LOW-MOD NEIGHBORHOODS
Location Description VARIOUS LOCATIONS THROUGHOUT CITY OF OXNARD Planned Activities CITY OF OXNARD RECREATION AT 1) COLONIA GYM, 2) COLONIA BOXING GYM, 3) COLONIA RECREATION CENTER, 4) POLICE ACTIVITIES LEAGUE, 5) RECREATION ON THE GO AND 6) COLONIA LIBRARY EDUCATIONAL PROGRAM 8 Project Name HOMELESS ASSISTANCE
Target Area NA
Goals Supported Work to End Homelessness
Needs Addressed Homelessness
DRAFT
677
Annual Action Plan
2020 AMENDMENT DRAFT
19 Funding ESG: $221,083
Description MERGED EXPECTED RESOURCES, PROJECT FUNDING AND NARRATIVES WITH PROJECT ESG20-OXNARD. THIS PROJECT IS NOT AVAILABLE FOR ACTIVITIES.

Target Date 6/30/2021
Estimate the number
and type of families
that will benefit from
the proposed activities
KINGDOM CENTER WILL PROVIDE EMERGENCY SHELTER TO 140 INDIVIDUALS; TURNING POINT WILL PROVIDE EMERGENCY SHELTER TO 15 MENTALLY-ILL PERSONS; CITY OF OXNARD HOUSING DEPARTMENT, HOMELESS DIVISION WILL PROVIDE STREET OUTREACH TO 100 INDIVIDUALS; RAPID RE-HOUSING TO 15 HOMELESS HOUSEHOLDS and HOMELESS PREVENTION ASSISTANCE TO 20

HOMELESS PERSONS
Location Description VARIOUS LOCATIONS THROUGHOUT CITY OF OXNARD Planned Activities 1) ADMINISTRATION OF HESG BY CITY OF OXNARD, 2) KINGDOM CENTER WILL PROVIDE EMERGENCY SHELTER AND, 3) EMERGENCY SHELTER FOR MENTALLY ILL BY TURNING POINT FOUNDATION, 4) CITY OF OXNARD HOUSING DEPARTMENT, HOMELESS DIVISION WILL PROVIDE STREET OUTREACH, 4) RAPID RE-HOUSING, AND 5) HOMELESS PREVENTION
9 Project Name PARKS AND COMMUNITY SPACE
Target Area NA
Goals Supported Create Quality Neighborhoods
Needs Addressed Parks and Community Space
Funding CDBG: $118,000
Description PUBLIC IMPROVEMENTS OF PUBLIC PARKS AND COMMUNITY SPACE WITHIN

LOW- AND MODERATE-INCOME AREAS
Target Date 6/30/2021
Estimate the number
and type of families
that will benefit from
the proposed activities

THIS PROJECT WILL ACCOUNT FOR TANGIBLE IMPROVEMENTS TO PUBLIC IMPROVEMENTS IN LOW-MOD CENSUS TRACT NEIGHBORHOODS. THE

ACTIVITIES WILL TARGET LOW-MOD CENSUS TRACT NEIGHBORHOODS, ESTIMATED AT 60,000 PERSONS.

Location Description LOW- AND MODERATE-INCOME AREAS
Planned Activities 1) PLEASANT VALLEY PARK BALL COURT AND 2) LA COLONIA GREEN ALLEYS 10 Project Name PUBLIC FACILITIES AND IMPROVEMENTS
Target Area NA
Goals Supported Create Quality Neighborhoods
DRAFT
678
Annual Action Plan
2020 AMENDMENT DRAFT
20 Needs Addressed Utilities and Public Infrastructure
Funding CDBG: $746,945
Description PUBLIC FACILITIES AND IMPROVEMENTS
Target Date 6/30/2021
Estimate the number
and type of families
that will benefit from
the proposed activities

THIS PROJECT IS CITY-WIDE AND WILL ACCOUNT FOR IMPROVEMENTS TO CITY FACILITIES. THE CITY-WIDE ACTIVITIES WILL ASSIST APPROX 209,000 PERSONS, OF WHICH OVER 60% ARE LOW/MOD INCOME RESIDENTS, ESTIMATED AT 125,000 PERSONS
Location Description CITY-WIDE
Planned Activities 1) HOMELESS SHELTER PORTABLE FACILITIES, 2) MULTI SERVICE CENTER REHABILITATION, 3) ONE STOP FACILITY AND 4) POLICE ACTIVITY LEAGUE (PAL) REHABILITATION 5) HOMELESS SHELTER IMPROVEMENTS AT 1450 SOUTH

ROSE AVE
11 Project Name PUBLIC FACILITIES-FIRE PROTECTION EQUIPMENT Target Area NA
Goals Supported Create Quality Neighborhoods
Needs Addressed Disaster Planning and Recovery
Utilities and Public Infrastructure
Funding CDBG: $195,000
Description PUBLIC FACILITIES -FIRE PROTECTION EQUIPMENT Target Date 6/30/2021
Estimate the number
and type of families
that will benefit from
the proposed activities

THIS PROJECT IS CITY-WIDE AND WILL ACCOUNT FOR IMPROVEMENTS TO PUBLIC FACILITIES-FIRE PROTECTION EQUIPMENT. THE CITY-WIDE ACTIVITIES WILL ASSIST APPROX 209,000 PERSONS, OF WHICH OVER 60% ARE LOW/MOD INCOME RESIDENTS, ESTIMATED AT 125,000 PERSONS.

Location Description CITYWIDE
Planned Activities 1) EMERGENCY OPERATIONS CENTER
12 Project Name ADMINISTRATION
Target Area NA
Goals Supported Effective Administration
DRAFT
679
Annual Action Plan
2020 AMENDMENT DRAFT
21 Needs Addressed New Rental Housing
Housing Support and Stability
Homeownership Opportunities
Rehabilitation & Preservation of Existing Housing
Assistance for Senior Residents
Increase Job Skills
Facade Improvements
Local Entrepreneurship
Social Services
Youth Activities and Services
Homelessness
Streets and Streetscapes
Parks and Community Space
Disaster Planning and Recovery
Utilities and Public Infrastructure
Funding CDBG: $534,799
HOME: $87,594
Description ADMINISTRATION AND PLANNING COSTS SUBJECT TO CAPS FOR EACH FUNDING SOURCE; CDBG (20% of Allocation & PI) AND HOME (10% of Allocation & PI)
Target Date 6/30/2021
Estimate the number
and type of families
that will benefit from
the proposed activities

ADMINISTRATION AND PLANNING ACTIVITIES WILL BENEFIT FAMILIES CITYWIDE. AN ESTIMATED 209,000 PERSONS WILL BENEFIT FROM THIS ACTIVITY OF WHICH OVER 60% ARE LOW- AND MODERATE- INCOME RESIDENTS.

Location Description CITYWIDE
Planned Activities COORDINATION OF ALL CDBG AND HOME ADMINISTRATION AND PLANNING

ACTIVITIES
13 Project Name CV-COVID RESPONSE
Target Area NA
Goals Supported Enhance Economic Stability
Increase Social Services
Work to End Homelessness
Needs Addressed Housing Support and Stability
Increase Job Skills
Facade Improvements
Local Entrepreneurship
Social Services
Youth Activities and Services
Homelessness
DRAFT
680
Annual Action Plan
2020 AMENDMENT DRAFT
22 Funding CDBG-CV: $2,779,531
Description CDBG activities to prevent, prepare for and respond to coronavirus. Subject to the CARES Act and emergency policy from HUD, including program regulations and waivers. The CV-COVID RESPONSE activities total $2,470,694.

AMENDMENT (5th): Reallocated and increased funds for CDBG-CV projects for COVID response existing and new activities. Total includes unallocated funds of $620,671. AMENDMENT (7th): Reallocate CDBG-CV funds of $300,000 to new activity will provide rental assistance to assist with preventing homelessness (United Way of Ventura County).
***AMENDMENT (8th) Update: The City will reallocate CDBG-CV funds of $875,000 for activities to provide encampment response and non-congregate shelter services by Oxnard Housing Department-Homeless Services Division who will partner with agencies for the purpose of providing services to the unsheltered homeless.

Target Date 6/30/2022
Estimate the number
and type of families
that will benefit from
the proposed activities
An estimated 21,000 persons will benefit from the Fire Paramedicine activity for low- and moderate-income residents. 21,000 persons will be assisted with Food Share activity; 14,000 persons will be assisted with Health Sanitation activity; 250 homeless individuals will be assisted with emergency shelter and services; 150 youth will be assisted with youth services and educational programs; 10 persons will be assisted by job development and training; rental assistance program will assist 500; and technical assistance activity will assist 20 businesses. These activities are in low-moderate income neighborhoods.

AMENDMENT (5th): Estimated 20 persons assist with job retention/creation; housing prevention services to assist 150 persons; 100 encampment response individuals will be assisted; Post-PAL Shelter rehabilitation for 1 public facility11,500 low/mod persons in area.

AMENDMENT (7th): Estimate to assist 40 persons with rental assistance. ***AMENDMENT (8th) UPDATE: Oxnard CDBG-CV will assist 38 encampment response individuals.

Location Description
DRAFT
Citywide and Low- and Moderate-Income Areas.
681
Annual Action Plan
2020 AMENDMENT DRAFT
23 Planned Activities City of Oxnard Fire Department will provide 1) Fire Paramedicine & PPE; City of Oxnard Cultural & Community Services will provide 2) Food Share, 3) HealthSanitation Program, 4) Homeless Shelter Expansion, 5) Homework Center at Colonia Gym, South Oxnard Center, Durley Park Youth Center; City of Oxnard Housing Department will provide 6) Homeless Outreach, 7) Homeless Encampment Response, 8) Vocational Job Development & Training, 9) Business Improvement-South Oxnard; City of Oxnard Housing Authority will provide 10) Rental Assistance Program; and Community of Action of Ventura County will provide 11) Oxnard Homeless Services; 12) Business Assistance Program.

AMENDMENT (5th): The following activities were cancelled due to not carrying out the program during COVID-19: City of Oxnard: 4) Homeless Shelter Expansion, 8) Vocational Job Development & Training, 9) Business Improvement-South Oxnard, and Community of Action of Ventura County: 11) Oxnard Homeless Services. The following activities closed and fund balance were reallocated: City of Oxnard Fire Department will provide 1) Fire Paramedicine & PPE; City of Oxnard Cultural & Community Services will provide 2) Food Share, 3) Health-Sanitation Program, 5) Homework Center at Colonia Gym, South Oxnard Center, Durley Park Youth Center. The City of Oxnard Housing Authority will provide 10) Rental Assistance Program will be closed with reduced funds. The following activities needs increased during COVID-19 therefore increased funding: City of Oxnard Housing Department and Ventura County Health Care Agency: 7) Homeless Encampment Response; Economic Development Collaborative of Ventura County: 12) Business Assistance Program. The following are new activities due to COVID-19 are Oxnard Housing Authority 13) Prevention Services and City of Oxnard 14) PAL Rehabilitation. Total includes unallocated funds of $620,671 AMENDMENT (7th) Provide rental assistance to assist with preventing homelessness by United Way of Ventura County.
***AMENDMENT (8th) UPDATE-OXNARD CDBG-CV funds will provide homeless services and shelter by Oxnard Housing Department-Homeless Services Division.
14 Project Name CV-ADMINISTRATION
Target Area NA
Goals Supported Effective Administration
DRAFT
682
Annual Action Plan
2020 AMENDMENT DRAFT
24 Needs Addressed Housing Support and Stability
Increase Job Skills
Facade Improvements
Local Entrepreneurship
Social Services
Youth Activities and Services
Homelessness
Funding CDBG-CV: $308,836 (***AMENDMENT (8th) UPDATE)
Description Administrative tasks supporting activities to prevent, prepare for and respond to coronavirus. (20% cap of Allocation) Subject to the CARES Act and emergency policy from HUD, including program regulations and waivers. The CV-ADMINISTRATION Project total is $617,673. AMENDMENT (5th): Reduce CDBG-CV Administration project and reallocated to CDBG-CV projects. ***AMENDMENT (8th) UPDATE-OXNARD CDBG-CV: To date, expenditures total $220,577.87, amendment will increase budget by an additional $88,258.13 for a total of $308,836.

Target Date 6/30/2022
Estimate the number
and type of families
that will benefit from
the proposed activities
Administration and planning activities will benefit families citywide. An estimated 209,000 persons will benefit from this activity of which over 60% are low- and moderate- income residents.

Location Description Citywide.

Planned Activities Coordination of all CDBG-CV Administration and planning activities.

AMENDMENT (5th): Continue Administering the CDBG-CV funds. ***AMENDMENT (8th) UPDATE-OXNARD CDBG-CV funds will continue supporting the City of Oxnard’s administrative operations. 15 Project Name ESG20-OXNARD
Target Area NA
Goals Supported Work to End Homelessness
Needs Addressed Homelessness
Funding ESG: $221,083
ESG-CV: $5,255,005
DRAFT
683
Annual Action Plan
2020 AMENDMENT DRAFT
25 Description ***AMENDMENT 6TH - Mercy House will utilize $233,022 for emergency shelter services provided prior to 9/30/2023; Ventura County Health Care Agency will utilize $291,000 for emergency shelter services provided prior to 9/30/2023, and the City of Oxnard will utilize the balance of the ESG-CV funds serving one household placing them in non-congregate shelter in the amount of $859.24. These activities are expected to zero out the ESG-CV fund balance. ***AMENDMENT (4th) Updated activities 4) Turning Point Foundation will provide Emergency Shelter, 5) Mercy House will provide Rapid Re-Housing.

Both activities are regular ESG funds. ***AMENDMENT(3rd) Updated activities Oxnard ESG-CV funds will provide 1) Homeless Expansion Shelter (Mercy House Emergency Shelter) at K Street (2) Temporary Homeless Shelter at PAL (Mercy House Emergency Shelter), Emergency Shelter Maintenance (at K Street and PAL) 3) Temporary Emergency Shelter at 2nd Street (terminated), and Emergency Shelter (Turning Point Foundation), and Emergency Shelter Services (Ventura County Healthcare Services) 4) Case Management & Rapid ReHousing, 5) Homeless Encampment Response-Outreach, 6) Street Outreach (Ventura County Health Care Services Agency and the Salvation Army) and 7) Tenant-Based Rental Assistance (United Way-Forward Home) and 8) Administration of ESG-CV***Annual Action Plan Amendment Update (2nd) - The City reallocated ESG-CV funds to activities that needed additional funding within the calendar year. ESG-CV Administration was reduced to $51,090, and Emergency Shelter was increased to $4,083,495 - dedicated to Mercy House Shelter Services and Operations, Turning Point Foundation, and Ventura County Health Care Services Agency. Street Outreach was reduced by $136,516 with those funds moving to Emergency Shelter Services. The original Annual Action Plan had an unallocated amount of $651,589, that is now moving to Emergency Shelter Services. HESG ANNUAL $221,083 - Administration and Planning costs subject to 7.5% Cap, or $16,581. HEARTH Emergency Solutions Grant funds to provide financial assistance to various service providers for Emergency Shelter and Street Outreach subject to 60% Cap; Homeless Prevention, Rapid Re-Housing, and HMIS activities to serve homeless individuals and families, and those at-risk of becoming homeless.

Street Outreach and Emergency Shelter activities will be limited to 60% of HESG allocation, or $132,649. All HESG subrecipients are required by CITY OF OXNARD to provide matching funds of a dollar for every dollar HESG grant dollar received. (First AAP Amendment) ESG-CV ANTICIPATED RESOURCES ALLOW $5,476,088 OF ESG-CV ACTIVITIES TO PREVENT, PREPARE FOR AND RESPOND TO CORONAVIRUS.

Target Date 6/30/2022
DRAFT
684
Annual Action Plan
2020 AMENDMENT DRAFT
26 Estimate the number
and type of families
that will benefit from
the proposed activities
HESG PY 2020 Annual grant will assist Kingdom Center with Emergency Shelter activity funds for 140 individuals; assist Turning Point with Emergency Shelter funds for 15 mentally ill persons; City of Oxnard Housing Department, Homeless Division with funds to contract for a provider to assist with Street Outreach to 100 individuals; Rapid Re-Housing to 15 Homeless households and Homeless Prevention assistance to 20 homeless persons.

With the CARES Act, ESG-CV funds - Homeless activities planned are Emergency Shelter to 350 homeless persons; Rapid Re-Housing to 30 individuals; Street Outreach to 200 individuals.
***AMENDMENT ESG-CV - an additional 95 individuals have been identified for services within the last fiscal year of the ESG-CV period to add to the final total number served.

Location Description Various locations throughout the City of Oxnard.

Planned Activities PY 2020 HESG Annual activities will be; 1) Administration of HESG activities, 2) Kingdom Center will provide Emergency Shelter for families, 3) Emergency Shelter for mentally ill by Turning Point Foundation, 4) City of Oxnard Housing Department, Homeless Division, will provide Street Outreach, 4) Rapid ReHousing, and 5) Homeless Prevention.

Oxnard ESG-CV funds will provide 1) Homeless Expansion Shelter, 2) Temporary Homeless Shelter at K Street, 3) Temporary Emergency Shelter at 2nd Street, 4) Case Management & Rapid Re-Housing, 5) Homeless Encampment ResponseOutreach, 6) Street Outreach and 7) Administration of ESG-CV. ***AMENDMENT - Mercy House assisted a total of 50 individuals with emergency shelter services through ESG-CV funding during the pandemic period. The Ventura County Health Care Agency assisted an extra 44 individuals with non-congregate shelter services with the proposed $291,000 provided through ESG-CV. The City served 1 individual through non-congregate shelter services with the balance of the ESG-CV funding. A total of 95 additional individuals have been served with the final balance of the ESG-CV funding, therefore the proposed overnight shelter number increased from 505 DRAFT
to 600.
685
Annual Action Plan
2020 AMENDMENT DRAFT
27 AP-50 Geographic Distribution – 91.220(f)
Description of the geographic areas of the entitlement (including areas of low-income and minority concentration) where assistance will be directed The primary national objectives of the ConPlan programs are to benefit LMI residents, therefore, the City’s CDBG funds will be targeted to extremely low, low, and moderate-income persons. The City has traditionally dedicated 100 percent of its CDBG resources to activities that exclusively benefit LMI persons.

CDBG funds will be used to serve the LMI persons Citywide and in Low-Moderate Areas (LMA). This trend is expected to continue in PY 2020. Also, the City will continue to assist the low-income persons citywide with HOME and HESG funds. The target areas are: (1) Citywide, with 89 percent of the total entitlement funds; and, (2) the LMA Census Tract, 11 percent. The total entitlement includes the administration and planning funding.

Geographic Distribution
Target Area Percentage of Funds
NA NA
Table 4 - Geographic Distribution
Rationale for the priorities for allocating investments geographically The need for affordable housing (funded from CDBG and HOME) is present throughout the City. CDBG funds for direct benefit category-capital improvements and code enforcement are allocated based on the percentage of LMI persons within the LMA neighborhoods. Regarding the Public Services category of the CDBG funds, the proposed projects will focus on the basic needs of the residents such as health care, essential and supportive services, as well as housing services. The special population such as seniors, homeless and youth will continue to receive their funding for the healthcare needs, nutrition needs, education needs, shelter support and recreational needs.

HESG allocations are based on the limited clientele requirements and funds are distributed citywide.

HOME funds are distributed based on the income eligibility of the clients and citywide basis. These allocations also cover designated areas targeted by Code Compliance efforts to reduce and eliminate the deterioration of the areas through the Homeownership program as well as the Housing Rehabilitation program: homeowners will improve the beautiful appearance of the home and the safety of the neighborhood.

Discussion
As always, the City of Oxnard will continue to look for available public and private resources and creative ways to fund the needy programs.

DRAFT
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Annual Action Plan
2020 AMENDMENT DRAFT
28 Affordable Housing
AP-55 Affordable Housing – 91.220(g)
Introduction
HOME affordable housing loans for down payment assistance or rehabilitation will leverage affordable housing loan programs, funded by the State of CA, such as BEGIN and CAL-HOME. HOME development financing assistance will leverage development funds from the State of California, developer equity, private financing, and tax credit financing.

Lower-income households continue to pay a high percentage of their income for housing, compared to other income groups. A large percentage of lower-income renters tend to experience overcrowding and inadequate housing conditions as housing problems. In order to help provide decent and affordable housing, and improve the social and economic status for LMI households in Oxnard, the following programs will be available during the next program year:

1. First time Homebuyer Loan Program

2. Homeownership Assistance Program

3. Rehabilitation of Single-Family and Mobile Home Housing Units

4. Rehabilitation of Housing Rental Units

5. Construction of new affordable dwelling units

6. Preservation of 520 public housing rental units and 1,840 Section 8 vouchers (including 15 set aside vouchers for homeless persons and 67 VASH vouchers for veterans) One Year Goals for the Number of Households to be Supported Homeless 50
Non-Homeless 2,360
Special-Needs 250
Total 2,660
Table 6 - One Year Goals for Affordable Housing by Support Requirement One Year Goals for the Number of Households Supported Through Rental Assistance 2,145
DRAFT
687
Annual Action Plan
2020 AMENDMENT DRAFT
29 One Year Goals for the Number of Households Supported Through The Production of New Units 5
Rehab of Existing Units 6
Acquisition of Existing Units 10
Total 2,166
Table 7 - One Year Goals for Affordable Housing by Support Type Discussion
City of Oxnard's Affordable Housing Division (AHRD) offers HOME grant funds to finance homebuyer assistance and rehabilitation of owner-occupied single family housing for local residents. AHRD will also continue to provide financial assistance to Community Housing Development Organizations (CHDO) to develop affordable housing units throughout the City subject to available funding and as permitted by the funding source. Loan information is provided to interested residents at homeownership fairs, workshops, and on the City of Oxnard's Housing Department website.

DRAFT
688
Annual Action Plan
2020 AMENDMENT DRAFT
30 AP-60 Public Housing – 91.220(h)
Introduction
Oxnard Housing Authority (OHA) currently administers 520 public housing units, 1,840 Section 8 rental assistance vouchers, which includes 67 VASH vouchers and provides support services through its Resident Services program and Family Self-Sufficiency (FSS) program. The needs of public housing residents are supported with a Resident Services program which offers a variety of services to families and youth onsite. The FSS program supports and promotes public housing and Section 8 families with homeownership opportunities and economic self-sufficiency. The FSS Program provides one-on-one counseling and individual assistance to families that participate in this program. Marking flyers for the residential rehabilitation program and the home buyer program are also available in the City's Housing Department lobby.

Actions planned during the next year to address the needs to public housing Modernization projects for the public housing units, where most needed, are funded through its Capital Fund program. Every 5 years the Capital Fund program conducts a PNA (Physical Need Assessment) throughout the entire housing units and sends out survey questionnaires to the residents to assess the physical deficiencies in their units. It also collects input from Maintenance and Public Housing Staff. All the collected deficiencies get translated into capital improvement projects and get tabulated into a 5-year action plan. Each year, in its Annual Plan and Statement, Capital Fund re-prioritizes those projects identified in the 5 year plan.

For Fiscal year 2020/21, the following capital improvement projects for public housing units are planned:

Cal 31-2 (Felicia Court) Roofing $250,000
Exterior Doors $220,000
Cal 31-8 (Palm Vista) Boiler Replacement $10,000
Cal 31-5 (Plaza Vista) Kitchen Cabinets $175,000
Cal 31-7 (Scattered sites) Kitchen Cabinets $350,000
Building Improvements $10,000
Total Planned projects for 2020 $1,015,000
In 2019, the Oxnard Housing Authority retired 144 public housing units, the impacted public housing residents were issued Section 8 Project Based Vouchers for the Las Cortes Project and any remaining families were given Section 8 tenant-based vouchers to relocate to a unit in the private market.

Actions to encourage public housing residents to become more involved in management and DRAFT
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Annual Action Plan
2020 AMENDMENT DRAFT
31 participate in homeownership
Homeownership opportunities are promoted by offering public housing families homeownership counseling services by Ventura County Community Development Corporation (VCCDC). In addition, families are informed of these services through its Family Self-Sufficiency Program and distribution of fliers to all households.

Public housing residents are encouraged to participate in public housing tenant associations that advocate on behalf of tenants to support efforts to improve public housing stock and living conditions.

If the PHA is designated as troubled, describe the manner in which financial assistance will be provided or other assistance
Not Applicable
Discussion
In order to respond to the increasing need for affordable housing units within the community, OHA and the Housing Department will continue to seek new resources of financing new housing development projects and partnering with developers, owners, and CHDO's.

DRAFT
690
Annual Action Plan
2020 AMENDMENT DRAFT
32 AP-65 Homeless and Other Special Needs Activities – 91.220(i) Introduction
Jurisdictions that receive federal funds for homeless assistance are required to conduct a Point In Time Count (PIT) of homeless persons each year. The 2020 PIT count was conducted on January 29, 2020.

The "Ventura County 2020 Homeless Count and Subpopulation Survey: Final Report", published in April 2020. The report is at the following website:
https://s33020.pcdn.co/wp-content/uploads/2020/04/2020-VC-Homeless-Count-Report-Final.pdf In summary, the PIT count is a snapshot of homeless people who could be enumerated on one specific day. The 2020 PIT counted a total of 379 unsheltered homeless persons in Oxnard.

Describe the jurisdictions one-year goals and actions for reducing and ending homelessness including reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs
In the previous twelve months the City of Oxnard established a year around homeless shelter and navigation center located on K Street in Oxnard. The City of Oxnard contracted Mercy House to operate the navigation center. The navigation center will continue its operation for the next twelve-month period and beyond. Oxnard has launched an effort to develop a new construction mixed-use development that will include a new and replacement navigation center and 110-bed homeless shelter plus other support services and fifty-four units of permanent supportive housing. We expect that this new project will be in operation within thirty-six months and will maintain the interim operation on K Street until relocation is possible.

During the next year, Oxnard will engage a new street outreach team to offer navigation for basic needs, services and shelter. The street outreach team will coordinate with Mercy House and the Oxnard Navigation Center as well as the Homeless Liaison Officers with the Oxnard Police Department.

Addressing the emergency shelter and transitional housing needs of homeless persons The emergency shelter and transitional housing needs of homeless persons are currently being addressed by several service providers throughout Ventura County. The emergency shelter needs in the area are met by the following providers: Mercy Housing in operation of the Oxnard Navigation Center, Ventura County Rescue Mission - single men over the age of 18 with rotating stay schedule, 10 nights in/5 nights out; Kingdom Center - emergency shelter for single women and women with children; Lighthouse Mission for Women and Children - single women and women with children; and Turning Point Foundation - mentally ill individuals.

Transitional housing needs are currently being met by the following providers: Kingdom Center - single women and women with children; Khepera House - single men; Many Mansions - transition aged youth, single women and women with children; Turning Point Foundation - single mentally ill persons; Salvation DRAFT
691
Annual Action Plan
2020 AMENDMENT DRAFT
33 Army - families, single parents and single persons; VC-HSA - families, single parents and children, and single persons; Project Understanding - families and single parent households.

Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again
There are many providers that are working diligently to assist homeless persons from not only finding housing, but also to prevent further incidents of homelessness. The Oxnard Housing Authority has created a homeless preference in issuance of Housing Choice Vouchers and is actively offering permanent housing opportunities. During the 2019 – 2020 fiscal year the Oxnard Housing Authority expects to house fifty otherwise homeless families with the use of Housing Choice Vouchers.

The Ventura County Human Services Agency utilizes both County General Funds and the City's Emergency Solutions Grant to provide eviction prevention and rapid re-housing services to all of these populations; they will continue to do this in the forthcoming operating year. Additionally, Ventura County Veterans Services, Homeless Health Care and Ventura County Behavioral Health all work closely with the service providers to provide other supportive services to assist in reducing the incidence of homelessness as they have also done in the recent past.

OHA works in conjunction with the Veteran Administration to administer 67 housing vouchers for homeless veterans under the VASH program. This program targets chronically homeless veterans.

Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); or, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs.

The CoC has documented discharge policies of all of the above mentioned services that spell out various directions to ensure persons are not discharged into homelessness. Additionally, as stated earlier, HSA works with qualifying low-income persons and families to avoid homelessness. This is done with the utilization of HESG and Ventura County allocated general fund dollars. Under the CoC discharge policy, in DRAFT
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Annual Action Plan
2020 AMENDMENT DRAFT
34 fulfilling the State Mandated Policy (state law related to the discharge protocol), the following are found:

1. Health Care Facilities: the County health care system describes the discharge policy as interdisciplinary responsibility. For the persons who require ongoing medical and nursing care and who have no identifiable address they may be discharged to a respite program at the RAIN project, a County operated transitional housing project. Others, upon discharge routinely go to group homes, board and care facilities, or reunite with families and friends.

2. Mental Health Facilities: The Ventura County Medical Center Psychiatric Inpatient Unit with the collaboration of Ventura County Behavioral Health and various community agencies provide discharge planning and placement assistance to patients, when leaving the mental health facilities.

3. Foster care and other youth facilities: the goal is to provide assisted services to eligible youth and young adults between the ages of 16 and 21 in making a successful transition from foster care to independent living and achieve self-sufficiency. In addition to the County Children and Family Services, a Transitional Age Youth (TAY) center, operated by Pacific Clinic is also available.

4. Corrections programs and institutions: upon release, inmates are able to obtain housing in transitional and permanent housing programs, group homes, and sober living homes as well as with family and friends.

Discussion
The CoC has incorporated each of the following goals of Opening Doors into its 20-year plan to end homelessness:

1. Ending chronic homelessness through targeted street outreach (CDBG-Community Action-One Stop Shelter, CoC-Oxnard Homeless Outreach Program, VCHSA-Rapid Re-housing, HESG-Winter Warming Shelter), discharge planning and implementation of a housing first approach.

2. Preventing and ending homelessness among veterans by providing permanent supportive housing beds, in addition to Section 8 HUD VASH vouchers.

3. Preventing and ending homelessness for families, youth, and children by 2020 through rapid rehousing programs and homeless prevention activities. The CoC set a path to ending all types of homelessness in its 10-year plan by implementing a coordinated assessment system-Pathways to Home. As a result, the number of chronic homeless, veterans, families, and youth continue to demonstrate positive results.

4. All of the above objectives are still in progress and will be folded into a regional plan and strategy led by the County of Ventura.

DRAFT
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35 AP-75 Barriers to affordable housing – 91.220(j)
Introduction:

Barriers or constraints to the affordability of housing exist in many forms. A particular building code that to one sector might be interpreted as a “negative” public policy that acts as a barrier to affordable housing may to another sector be seen as a life-saving necessity – for example, seismic safety construction requirements. The same can be said for zoning and land use regulations. It should be noted that in Ventura County, local growth limitations have been adopted by direct ballot measures. Some of these measures entail costs which can affect housing supply and the cost of housing that is produced.

Barriers to exit homelessness include the lack of a permanent, year round shelter and the lack of housing units for those at the very low- and low- income spectrum. Because of the high cost to develop housing for these populations and limited public funding to subsidize the development of new affordable housing units, developers often do not have the resources to develop the number of units necessary to house this population. When this occurs, badly needed units go undeveloped, thus further limiting housing opportunities for those hardest to house.

Actions it planned to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment
Environmental review, general planning, zoning, and related local land use regulations and development standards are all extensions of local government police powers to protect life and property, minimize nuisances, and achieve a desired quality of life as expressed through a participatory democratic process.

Certain barriers to affordability are imposed by the mandates created by State Law (such as preparing and adopting a General Plan and conducting environmental reviews), are adopted for safety or civil rights reasons (such as the imposition of seismic construction standards in quake-prone areas, or requiring compliance with accessibility or visitability design standards), or enacted to remedy or prevent a specific local issue (such as requiring landscaping to deter graffiti). The term “barrier” should not be interpreted in the context that local development standards and development review procedures are inhibiting the provision of quality affordable housing that would otherwise be developed, but are the cumulative effect of the development requirements imposed by the layers of government regulations and laws that impact residential development.

Discussion:

The City strives to consistently implement all policies and procedures, to review local development standards and development review procedures in such a way as to avoid and ensure that such do not have unintended negative consequences, and to improve policies and procedures so as to increase the DRAFT
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36 opportunities and feasibility of developing affordable housing, especially for special needs and very lowand low-income units). The City will continue to engage in these efforts to identify and minimize any barriers over which the City has legal authority, in accordance with applicable law.

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37 AP-85 Other Actions – 91.220(k)
Introduction:

The City will implement the goals and strategies of the Consolidated Plan to achieve the other actions listed in the next section.

Actions planned to address obstacles to meeting underserved needs The City will continue to utilize available resources to fund administrative support activities to meet the underserved needs in the community. The City will continue to work with the appropriate state agencies to administer the assets of the former redevelopment agency in the appropriate manner, and to the benefit of the LMI community whenever possible and feasible. Limited availability of funding from federal, state and other sources;
High cost of housing and provisions in the area which increases the difficulty of meeting affordable housing needs;
Reduced or frozen funding from state and other sources due to inadequate state revenue; the housing and credit crisis causing a negative effect;
A tight job market has produced an increased demand for production of new housing which is not being met, increasing home prices. Salaries are not commensurate with the high cost of housing in this market. These two factors combine to exacerbate the affordability crisis; and, credit crisis has limited the availability of capital to develop housing for low-and moderate-income households and special needs groups. City staff will address the challenges of existing and new obstacles in PY 2020 by focusing on the following programmatic and administrative areas: Staff will continue to research the availability of future funding resources that leverage the development of affordable housing units, inclusive of grants, bond financing, Section 108 funding and partnering with other affordable housing developers. CDBG and other funds will be used to fund administrative support for programs that serve the needs of LMI citizens citywide. This is especially critical now that no redevelopment agency funding is available, given that redevelopment agencies no longer exist in California. Staff will continue to collaborate with private-sector partners when appropriate in the development and construction of affordable housing.

Staff will continue to collaboratively work with the service provider community, non-profit organizations, and neighboring cities and local governmental agencies within the County of Ventura to identify projects that also meet federal community development program eligibility and which can comply with timely draw-down requirements.

Actions planned to foster and maintain affordable housing The City utilizes its Inclusionary Housing Program to provide significant numbers of affordable housing units. To ensure that Oxnard has enough opportunity sites suitable for residential development and to meet the remaining RHNA affordable allocation of 2,497 lower income and moderate units and 53 above DRAFT
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38 moderate income units, the City is relying on the following:
● The All Affordable Housing Opportunity Program (AAHOP) and Affordable Housing (AH) additive zone (see Supplement 2) with an inventory of 2,067 units on 38 AAHOP sites ● 66 Vacant and Underutilized Sites (see Supplement 2)
The City of Oxnard has adopted several ordinances that establish inclusionary affordable housing requirements for new developments. Relevant ordinances are City Council Ordinances 2721 and 2615. The Inclusionary Housing Program provides for in-lieu fee payments that can replace the on-site units within a development subject to approval by the City Council. The City is currently in the process of completing a study to increase the City's in-lieu fee. In-lieu fees for development project are as follows:

For-Sale Units: If the in-lieu request is granted, the developer is required to make a payment of 1 percent of the sales price of each for sale unit in the project based on increments of $50,000, with a minimum payment of $5,000 for each unit.

Rental Units: A payment is required for each rental unit. The price is adjusted every six months by the percentage increase or decrease for the previous six months as determined by the Los Angeles RiversideOrange County Consumer Price Index for all urban consumers.

The City Council generally prefers on-site affordable housing as opposed to payment of in-lieu fees. A project that is approved for in-lieu payments has usually agreed to another public benefit through a Development Agreement that justifies the in-lieu payment. In-lieu payments are made when the developer applies for building permits for the approved units. The in-lieu fees collected provide funding support in the form of developer loans to new affordable housing projects and are almost always leveraged with other funding sources. The current in-lieu fund balance is approximately $2.8 million.

Possible incentives may include, but are not limited to, the following:
● Assistance with accessing and applying for funding (based on availability of federal, state, local foundations, and private funds)
● Mortgage-subsidy or down payment assistance programs to assist first- time homebuyers and other qualifying households, when such funds are available ● Expedited/streamlined application processing and development review ● Modification of development requirements, such as reduced setbacks and parking standards on a case-by-case basis
● Density bonus
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39 Actions planned to reduce lead-based paint hazards
The City will coordinate activities with the County of Ventura Department of Health and Human Services to reduce lead-based paint hazards in accordance with federal regulations. Any rehabilitation activities on housing units constructed prior to 1978 will have lead hazards identified and actions taken to remove the hazard. The City's Affordable Housing Division does not own or manage any housing units. All units for which HOME and CDBG assistance is provided for homebuyer assistance or homeowner rehabilitation are administered in compliance with HUD's HOME or CDBG regulations for lead-based paint, as applicable. With respect to units owned or assisted by the Oxnard Housing Authority, there have been no cases of Public Housing tenants and/or Section 8 participant households reporting or having been discovered to have poisoned children or any child with “Elevated Blood Lead Level”. OHA staff provides a brochure related to lead based paint hazards to all new tenants and program participants. Maintenance staff attends training and seminars to stay current with the State of California Lead Awareness Training requirements.

Actions planned to reduce the number of poverty-level families Eliminating poverty is a clear concern in Oxnard and Ventura County in general. Efforts are constantly underway to improve the quality of life and economic well-being of the residents through collaborative efforts of the following agencies and their programs to provide needed skills for individuals seeking jobs and thereby getting them out of poverty:
● City Corp
● Community Action of Ventura County
● Oxnard Housing Authority
● County of Ventura-Human Services Agency
● City's youth programs such Police Activities League programs, Colonia Gymnasium, Colonia Recreation Center and Boxing programs
Actions planned to develop institutional structure
Extensive public and private partnerships have been established and organized to address the City's housing, homeless, and community development needs: Entitlement Grants workshops and training, Affordable Housing workshops for homeowners, Relocation meetings for residents, Fair Housing training and other scheduled meetings (such as Pre-construction meetings, Commission on Homelessness meetings, and meetings with County Continuum of Care Council, Housing Committee meetings).

Actions planned to enhance coordination between public and private housing and social DRAFT
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40 service agencies
The City will continue to collaborate with public and private housing and social service agencies to meet the goals and objectives of the Consolidated Plan. This could be from ongoing meetings, special meetings and meetings through the task force.

Discussion:

The City anticipates significant numbers of inclusionary affordable housing to be developed within several proposed specific plans and other new projects. Based on a thorough review, the City does not believe that the current inclusionary housing program is a constraint to the development of housing in addition to the incentives and concessions currently being offered and conversations with local developers who have been able to work within the requirement of the inclusionary housing program and produce housing.

To further ensure the program does not pose a constraint, the City has included a monitoring process.

Other actions that the City of Oxnard will continue to improve compliance assessment for all its HUD funded programs and projects by 1) monitoring program and financial performance; 2) compliance with Environmental review: each project is reviewed for compliance with the National Environmental Protection Act. The City has a consulting agreement with Rincon to assist and perform the environmental reviews for housing developments and facility improvement projects, more complicated, and time consuming projects; 3) Labor Compliance Act: the City reviews and perform the contract administration of all CDBG-funded construction projects; 4) Section 3 Compliance: this function is also performed by the City; 5) Procurement and Purchasing: The City has its own procurement and purchasing policies managed by staff in the Finance Department; 6) Partnerships with Citizen Advisory Groups: Inter-Neighborhood Council Forum, Commission on Homelessness, Parks and Recreation and Community Services Commission, Mobilehome Park Rent Review Board, and Senior Services Commission.

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41 Program Specific Requirements
AP-90 Program Specific Requirements – 91.220(l)(1,2,4)
Introduction:

In addition to the 20% cap for Administration, the City of Oxnard also allocates 15% of 2020 CDBG funds for public services such as recreation programs for youth, homeless services, senior services and fair housing activities. The balance of the funds will be allocated to housing activities, code compliance and public facilities and improvements. In the event of an emergency (such as an earthquake, flooding, or hurricane ...) the City will cut the non-committed funds from other existing projects in order to fund the urgent need within the allowable range. However, the urgent need to meet the following tests: (1) the existing conditions pose a serious and immediate threat to the health and welfare of the community, (2) the existing conditions are recent or recently became urgent, generally 18 months, (3) the City cannot finance on its own, (4) and when other funding sources are not available.

Community Development Block Grant Program (CDBG)
Reference 24 CFR 91.220(l)(1)
Projects planned with all CDBG funds expected to be available during the year are identified in the Projects Table. The following identifies program income that is available for use that is included in projects to be carried out.

1. The total amount of program income that will have been received before the start of the next program year and that has not yet been reprogrammed 0

2. The amount of proceeds from section 108 loan guarantees that will be used during the year to address the priority needs and specific objectives identified in the grantee's strategic plan. 0

3. The amount of surplus funds from urban renewal settlements 0

4. The amount of any grant funds returned to the line of credit for which the planned use has not been included in a prior statement or plan 0

5. The amount of income from float-funded activities 0
Total Program Income: 0
Other CDBG Requirements

1. The amount of urgent need activities 0
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42 2. The estimated percentage of CDBG funds that will be used for activities that benefit persons of low and moderate income. Overall Benefit - A consecutive period of one, two or three years may be used to determine that a minimum overall benefit of 70% of CDBG funds is used to benefit persons of low and moderate income. Specify the years covered that include this Annual Action Plan. 100.00%
HOME Investment Partnership Program (HOME)
Reference 24 CFR 91.220(l)(2)

1. A description of other forms of investment being used beyond those identified in Section 92.205 is as follows:

Other forms of local investments for housing that may be available to projects include financing from the City’s in-lieu fees, CDBG funding. Additionally, the City also provides homebuyer assistance through the use of program income received from BEGIN and CALHOME State funded grant programs.

2. A description of the guidelines that will be used for resale or recapture of HOME funds when used for homebuyer activities as required in 92.254, is as follows:

Refer to Questions # 3 for Resale Provisions & procedures.

Recapture:

Provisions
• “In the event that the homebuyer fails to satisfy the requirements during the term of the loan, or otherwise defaults, the City shall exercise its legal rights, as set forth in the promissory note and deed of trust, in order to recover the monetary assistance previously provided to the maximum extent permitted by law.”
• “If the recapture provisions are triggered by a sale of the housing unit, (whether voluntary or involuntary – such as foreclosure) or other default, the City shall take all necessary steps to recover the full amount of HOME funds from the net proceeds. The phrase ‘net proceeds’ is defined as the sales price, minus the loan repayment of the first trust deed (other than HOME funds) and any closing costs.”
The HOME Program regulations allow the City to recapture the entire HOME Subsidy, in the event the loan recipient violates the affordability and or term period requirements. However, should the ‘net proceeds’ not cover the entire HOME Subsidy or not cover any of the HOME Subsidy, the City is required to forgive the remaining balance of the direct HOME Subsidy. • During the term of the loan, the homeowner must repay the loan if it is sold, transferred or DRAFT
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43 refinanced without the City’s permission and/or with cash out to the homeowner or the homeowner does not occupy the residence as a primary residence.

Procedures
The City utilizes an agreement which includes restrictions, and a promissory note secured by a deed of trust which is recorded with the Ventura County Recorder’s Office. Staff monitors and requires certification annually by the homeowner that the property is owner-occupied to determine if recapture provisions shall be invoked upon discovery of violations for owner-occupancy or unauthorized transfers.

The City will exercise the rights stipulated in the promissory note, secured by the deed of trust that was recorded with the County Recorder’s Office.

Should Borrower transfer (as that term is defined in the Note) the Property during the occupancy period, City shall require that Borrower pay from the net proceeds the full amount of the Loan. For purposes of this Loan Agreement, “net proceeds” shall mean the sales price minus loan repayment (other than CDBG funds) and closing costs.

In the event net proceeds are not sufficient to discharge the full amount of the Loan during the occupancy period plus enable the Borrower to recover his or her initial investment in the Property and documented costs of any capital improvements, Borrower shall share the net proceeds with City. The City’s share of the net proceeds shall be calculated as follows:
(Amount of Loan / Amount of Loan + Borrower’s Investment) = % of Net Proceeds that City is entitled to.

Should the net proceeds not discharge the full amount of the Loan, City shall forgive the remaining balance.

3. A description of the guidelines for resale or recapture that ensures the affordability of units acquired with HOME funds? See 24 CFR 92.254(a)(4) are as follows:

Refer to Question #2 for Recapture provisions and procedures.

Resale Provisions
During the affordability period, the homeowner must resell to another low-income homebuyer if the property is refinanced without the City’s permission and/or with cash out to the homeowner or the homeowner does not occupy the residence as a primary residence.

The original homebuyer receives a fair return on investment, (i.e., the homebuyer’s down payment plus capital improvements made to the house. It is important to note that in certain circumstances, such as a declining housing market where home values are depreciating, the original homebuyer may DRAFT
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44 not receive a return on his or her investment because the home sold for less or the same price as the original purchase price); and
In the event that the homebuyer fails to satisfy the requirements during the term, or otherwise defaults, the City shall exercise its legal rights, as set forth in the Resale Restriction Agreement.

Procedures
The City utilizes a Resale Restriction Agreement (RRA) secured by a deed of trust which is recorded with the Ventura County Recorder’s Office.

Staff monitors and requires certification annually by the homeowner that the property is owneroccupied to determine if resale provisions shall be invoked upon discovery of violations for owneroccupancy or unauthorized transfers.

If the homeowner defaults or fails to satisfy requirements during the term, the City will exercise the rights stipulated in the Resale Restriction Agreement.

Property must be sold to an eligible low-income homebuyer which shall acquire the unit subject to the continuation of restrictions provided in the RRA through an assumption agreement.

The purchase price must be affordable for a low-income household who earns up to 80% of the area median income, provided by HUD. The monthly cost for principal, interest, taxes, insurance, HOA fees, utilities, and maintenance should not be more than 30% of the monthly income for the household or otherwise stated in the RRA. There is no preference to a particular segment of the low-income population.

The resale price is calculated using one of two methods described below. The method used is identified in the RRA:

Determined as the affordable housing cost for a family at 80% of AMI paying no more than 30% of the monthly income for the household or in accordance of California Health And Safety Code 50025.5, whichever is lesser, but not less than the original price paid by homebuyer, or Determination using a CPI method to calculate the increase (or decrease) in value of the property.

The U.S. Bureau of Labor Statistics Consumer Price Index – All Urban Consumers for the Los AngelesRiverside- Orange Counties Area (all items based 1982-1984=100) provides the CPI on the date of the calculation and the CPI on the purchase date. The calculation is the CPI on the date of the calculation minus the CPI on the purchase date, plus the cost of improvements to property evidenced with receipts, less 7% depreciation, plus the costs of bringing the housing unit up to current building codes and in a salable condition.

4. Plans for using HOME funds to refinance existing debt secured by multifamily housing that is rehabilitated with HOME funds along with a description of the refinancing guidelines required that DRAFT
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45 will be used under 24 CFR 92.206(b), are as follows:

The City currently does not have any plans to invest HOME funds in this type of activity.

5. If applicable to a planned HOME TBRA activity, a description of the preference for persons with special needs or disabilities. (See 24 CFR 92.209(c)(2)(i) and CFR 91.220(l)(2)(vii)).

6. If applicable to a planned HOME TBRA activity, a description of how the preference for a specific category of individuals with disabilities (e.g. persons with HIV/AIDS or chronic mental illness) will narrow the gap in benefits and the preference is needed to narrow the gap in benefits and services received by such persons. (See 24 CFR 92.209(c)(2)(ii) and 91.220(l)(2)(vii)).

7. If applicable, a description of any preference or limitation for rental housing projects. (See 24 CFR

92.253(d)(3) and CFR 91.220(l)(2)(vii)). Note: Preferences cannot be administered in a manner that limits the opportunities of persons on any basis prohibited by the laws listed under 24 CFR 5.105(a).

Emergency Solutions Grant (ESG)
Reference 91.220(l)(4)

1. Include written standards for providing ESG assistance (may include as attachment) The City does not provide any direct assistance under the HESG program any longer. All written standards vary by service providers and assistance type. However, all providers must ensure recipients meet the minimum qualifications established by HUD for each eligible funded activity. HESG Policies and Handbook are provided to all HESG subrecipients.

2. If the Continuum of Care has established a centralized or coordinated assessment system that meets HUD requirements, describe that centralized or coordinated assessment system.

The Regional Ventura County Continuum of Care Alliance has established a centralized or coordinated assessment system, Pathways to Home, that provides coordination intake as well as systems to avoid duplication of effort and redundancies.

Pathways to Home is centralized to provide identical information and system-wide tracking through HMIS, of all homeless individuals who seek and /or receive assistance at any one of the various service providers, or through the County directly.

3. Identify the process for making sub-awards and describe how the ESG allocation is available to private nonprofit organizations (including community and faith-based organizations).

The process for making all sub-awards for HESG recipients are as follows:

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46 a. The City formally posts the Notice of Available Funds (NOFA) in the regional newspaper, on the City's website, and emails and paper mail are sent to all existing and potential service providers from Santa Barbara to Los Angeles.
b. All interested agencies attend information workshop/application training on the process, which includes all deadline dates and times.
c. Interested agencies then submit their application, project overview and qualifications d. The Review Panel included representatives from City Advisory Groups. e. The Review Committee reviews all proposals and provides scoresfor each eligible application.

The funding recommendations are derived based on the scores. f. The funding recommendations are adjusted to meet the available resources and cap requirements; reviewed by management and then submitted to the City Council for approval. g. All applicants are contacted and urged to attend the City Council meeting in which the items fall on the agenda. All supporting comments and grievances are done at this time. h. The Mayor and City Council directs the City Manager and staff to move forward with final processing.
i. Staff prepare all contracts for execution. Additionally, all internal processes are completed in order to encumber funds to each individual agency.
j. Contracts are completed and services can begin on July 1. k. All HESG contracts are awarded for two years.

4. If the jurisdiction is unable to meet the homeless participation requirement in 24 CFR 576.405(a), the jurisdiction must specify its plan for reaching out to and consulting with homeless or formerly homeless individuals in considering policies and funding decisions regarding facilities and services funded under ESG.

The City meets the homeless participation requirement by having a homeless and formerly homeless person serve on the City's Commission on Homelessness. In addition, each entity receiving city HESG funding is also asked to provide information as to how they involve the homeless.

5. Describe performance standards for evaluating ESG.

PERFORMANCE MEASURES
Performance measures are in place to ensure the efficient administration of all HESG funded activities.

Additionally, along with the utilization of the HMIS, these measures will hopefully help to reduce the length of time families and individuals remain homelessness, reduce the overall incidence of homelessness, and monitor the overall use of emergency shelters. Some of the activity measures are as follows:
• Emergency Shelters: Excluding winter shelters, must be able to document placement of a minimum of 10 percent of the homeless persons or households served in the Program Year into transitional or DRAFT
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47 permanent housing.
• Transitional Housing: must be able to document placement of a minimum of 50 percent of the households who completed the transitional housing program in the Program Year into permanent housing. "Household" is defined as all clients including single individuals and families. • Rapid Re-housing: must show continued housing of clients receiving assistance for at least three months after receiving assistance. This should be done via case management of clients, documentation and HMIS entry and exit dates.
• Eviction Prevention: must show continued housing of clients receiving assistance for at least three months. This should be done via case management of clients, documentation and HMIS entry and exit dates.
• All clients, with the exception of victims of domestic violence, must be entered into the Regional HMIS within 15 days of receiving service(s), and must be exited from the system within 30 days of program completion or termination.• MINIMUM STANDARDS: Sub-grantees are expected to have taken steps to meet the Minimum Standards for Homeless Programs within thirty days of executing the Program Year contract.
• BUILDING AND HABITABILITY STANDARDS: Any building for which HESG funding is used for renovation, major rehabilitation or conversion must meet local government safety and sanitation standards. In addition, the Sub-Grantee must meet a number of basic standards to ensure that shelter and housing facilities funded through the HESG program are safe, sanitary and adequately maintained.
• MONITORING: City staff will monitor the use of grant funds through a combination of a thorough review of all submitted reports, review of audit or financial statements, and monitoring and site visits.

The City will continue to develop and implement eligible activities using the grant funds and through the monitoring and review processes and techniques in order to comply with the federal specific requirements.

Discussion:

The Homeless Assistance Division continues to fund all the activities prescribed in the HEARTH act. With the sub-recipients cooperation, the City's HESG will continue to provide substantial additional leverage funds to invest in the various programs in order to assist the homeless population toward the goal of reduction and ending homelessness. Also, HESG limits the cost categories for administration and planning to 7.5% or $16,581 and 60% for street outreach and emergency shelter $132,649; total $149,230 for those cost categories. The City's 2020 action plan allows the maximum toward $16,581 administration and planning, and a total of $71,853 or 32.5% toward other activities such as homeless prevention and rapid re-housing support.

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SUBRECIPIENT ACTIVITY DESCRIPTION

PREVIOUS

EXPENDITURES

PROPOSED BUDGET
INCREASE NEW TOTAL 1,300,340.14 PREVIOUS EXPENDITURES
HOUSING DEPT GRANTS MANAGEMENT DIVISION ADMINISTRATION 220,577.87 88,258.13 308,836.00 578,973.12 ENCUMBRANCES

HOUSING DEPT HOMELESS SERVICES DIVISION
CASE MANAGEMENT AND NONCONGREGATE SHELTER 282,473.28 875,000.00 1,157,473.28 875,000.00 CASE MANAGEMENT AND NON- CONGREGATE SHELTER

PROPOSED BUDGET
TOTALS: 963,258.13 1,466,309.28 88,258.13 ADMINISTRATION 245,795.61 UNCOMMITTED FUNDS
3,088,367.00 TOTAL CDBG-CV GRANT AWARD
2020 CDBG CARES ACT 8TH AMENDMENT BUDGET REALLOCATION

PROPOSED CDBG-CV ACTIVITIES CDBG-CV BUDGET SUMMARY
708
Brenda Lopez, Interim Housing Director
Housing Department
City Council
February 18, 2025
2020-2021 Annual Action Plan Amendment
Community Development Block Grant CARES Act
709

BACKGROUND
1) The City Receives 3 Annual Entitlement Grants from the United States Department of Housing and Urban Development:
a) Community Development Block Grant (CDBG)
b) Home Investment Partnerships Program (HOME)
c) Emergency Solutions Grant (ESG)
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BACKGROUND
1) The City of Oxnard was awarded supplemental funding in the amount of $3,088,367 under the CDBG-Coronavirus (CDBG-CV) program and $5,255,005 under the ESGCoronavirus (ESG-CV) program. 2) The supplemental funding has an added requirement for eligible services: prevent, prepare and respond to the coronavirus.
3) The ESG-CV grant was exhausted by September 30, 2023. 4) The CDBG-CV grant has an unallocated balance of $1,209,053.74 which must be expended by March 2, 2027.
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DISCUSSION
1) On September 19, 2023, the City Council approved receipt of an Encampment Resolution Fund grant from the State of California for $4,015,638.88 to respond to the homeless encampments located on McWane Boulevard and at Fifth Street, east of Harbor Boulevard.
2) City Council further approved using the grant funds to support an agreement between the City and the County of Ventura totaling $1,163,614.34 for the delivery of outreach, case management and supportive services and $2,759,400 to be used for interim shelter.

The end goal is to transition individuals to permanent supportive housing units. 3) All funding available within the State grant will be exhausted by April 30, 2025. 4) Staff is presenting a report to City Council on February 18, 2025, requesting approval to extend the agreements so that services can continue until the completion of the Casa de Carmen permanent supportive housing project.
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DISCUSSION
5) The proposed amendments extend both agreements through August 31, 2025 and require additional allocation of $250,000 to the County of Ventura’s  agreement and $625,000 for interim shelter.
6) Staff recommends awarding $875,000 in CDBG-CV funding. 7) Staff requests an increase in administration budget by $88,258.13. 8) If proposed 2020-2021 Action Plan amendment is approved, $245,795.61 in CDBG-CV funds will remain available for future projects.
5 713
That City Council:
1) Conduct a public hearing regarding the fiscal year 2020-2021 Annual Action Plan Amendment;
2) Approve the fiscal year 2020-2021 Annual Action Plan amendment, specifically for the CARES Act reallocations; 3) Authorize the City Manager, and his designees, to incorporate the amended grant allocations into the 2020-2021 Annual Action Plan amendment for the CARES Act, and authorize the budget
appropriations to fund the administration and projects, allowing adjustments within ten percent of the grant allocation or $200,000, whichever is greater;
RECOMMENDATIONS 6
714
4) Authorize the City Manager, and his designees, to execute the required documents to submit the 2020-2021 amended Annual Action Plan to the United States Department of Housing and Urban Development; and,
5) Authorize the City Manager, and his designees, to execute all of the agreements necessary for the implementation of the 2020- 2021 Annual Action Plan Amendment.

RECOMMENDATIONS 7
715
End of Presentation
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CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. M.1
DATE: February 18, 2025
TO: City Council
FROM: Brenda Lopez, Interim Housing Director, (805) 385-8092, [email protected] SUBJECT: Second Amendment and Extension of the Agreement with the County of Ventura and local hotel operators in support of the Encampment Resolution Funding Program. (10 minutes)

RECOMMENDATION
That the City Council:

1. Approve and authorize the Mayor to execute a Second Amendment to Agreement No. 32400434 with the County of Ventura for partnership in delivery of encampment response outreach and case management services via the Ventura County Health Care Agency in the amount of $250,000 for a total agreement amount not to exceed $1,558,614.34, and to extend the term of the agreement to August 31, 2025;

2. Authorize the City Manager, or designee, to negotiate and execute agreements with local hotel operators through August 31, 2025 to offer non-congregate shelter.
(This item did not originate in Committee because it is a continuation of an item previously approved by City Council.) Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/2wV7xKHPq7I

BACKGROUND
On September 19, 2023, the City Council approved receipt, and authorized appropriation, of an Encampment Resolution Funding Program grant from the State of California in the amount of $4,015,638.88 to respond to the continuing need at homeless encampments located on McWane Boulevard and at Fifth Street, east of Harbor Boulevard. City Council also approved an agreement with LeSar Support Services (Agreement No. 32400182) in an amount not to exceed $90,000 to provide grant administration services.

On November 7, 2023, the City Council authorized the Mayor to execute an agreement (Agreement No. 32400434) with the County of Ventura for partnership in delivery of encampment response outreach and case management services in an amount not to exceed $1,163,614.34 through October 31, 2024. Additionally, City Council authorized staff to negotiate and execute agreements with local hotel operators between November 1, 2023 and August 30, 2024. A total of 5 agreements were executed with hotel operators for a total expenditure of $1,968,537.

On September 17, 2024, the City Council approved a First Amendment to Agreement No. 32400434. This amendment increased the not to exceed total of the agreement to $1,308,614.34, and extended the agreement through April 30, 2025.

In addition, City Council authorized staff to negotiate and execute agreements with local hotel operators through February 28, 2025. A total of 3 agreements with hotel operators were extended for a total expenditure of $648,487.54. As presented to Council on September 17, 2024, staff expected to return to Council before February 28, 2025 to extend the agreements if funding could be identified. As described in the February 18, 2025 Public Hearing item of the 2020-2021 Annual Action Plan Amendment, staff was able to identify additional funding. 717
To date the full $4,015,638.88 of the State grant have been encumbered.

DISCUSSION
The Encampment Resolution Funding Program (“The Program”) has allowed the City of Oxnard and the County of Ventura to cooperate on an effort to relocate people from the above-mentioned encampments and provide interim noncongregate shelter (local hotel rooms). After the transition, case management services have been organized to identify permanent supportive housing units for the clients. As of January 2025, 23 clients in The Program have been matched to a permanent supportive housing unit. There are still 38 clients remaining, out of which 10 have been matched to a unit and are pending move out. At this time, The Program is primarily awaiting the completion of the Casa de Carmen permanent supportive housing units to transition the remaining clients. Unfortunately, completion of construction has been delayed from early February 2024 to August 2025. The unexpected delay, primarily related to a lengthy approval process from Southern California Edison (SCE) of the development's underground utility plan, has created a need to extend The Program to avoid exiting people and returning them to unsheltered homelessness. Therefore, staff recommends that The Program continue until the Casa de Carmen project is completed.

The extension of The Program through August 31, 2025 will require extensions to various agreements.

1. Staff is seeking to amend Agreement No. 32400434 to extend the agreement through August 31, 2025, and to add $250,000 of Community Development Block Grant CARES Act (CDBG-CV) grant funds to the agreement.

2. In addition, staff is seeking Council authority to authorize the City Manager, or designee, to negotiate and enter into agreements or extensions of existing agreements with hotel operators to offer non-congregate shelter through August 31, 2025, subject to review and approval by the City Attorney’s office. These agreements or extensions of existing agreements will be funded with CDBG-CV grant funds.

If the Casa de Carmen development is not completed by August 31, 2025, staff may return to Council prior to August 31, 2025 to request authorization to extend the agreements and appropriate additional funds in support of The Program.

STRATEGIC PRIORITIES
This agenda item supports the Quality of Life strategy. The purpose of the Quality of Life strategy is to restore and increase quality services and programs that enrich Oxnard's diverse community, promotes safe neighborhoods, encourages community engagement, and supports our residents in their efforts to improve their quality of life.

FINANCIAL IMPACT
The Housing Department has existing CDBG-CV (Fund 2018101-57410 G25XX) appropriations necessary to fund the agreement. The Fiscal Year 2020-2021 Annual Action Plan Amendment for the Community Development Grant CARES Act scheduled is pending Council approval on February 18, 2025.

The $875,000 of appropriated CDBG-CV grant funds will be allocated as follows:

1. $250,000 will be allocated to an extension of Agreement No. 32400434 with Ventura County Health Care Agency to August 31, 2025.

2. The remaining $625,000 will be allocated to fund new, or extensions to existing, agreements with local hotel operators to offer non-congregate shelter.

COMMITTEE OUTCOME
This item did not originate in Committee because it is a continuation of an item previously approved by City Council.

Prepared by: Brenda Lopez, Interim Housing Director

ATTACHMENTS

1. Agreement 32400434
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2. First Amendment to Agreement 32400434

3. Second Amendment to Agreement 32400434 02.10.2025

4. Staff Report 09.17.2024

5. PRESENTATION
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City Agreement No. 32400434
(County Reference No. 34200272)
SECOND AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES Page 1

SECOND AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES This Second Amendment (“Second Amendment”) to the Agreement for Professional Services (“Agreement”) is made and entered into in the County of Ventura, State of California, this 18th day of February, 2025 by and between the City of Oxnard, a municipal corporation (“City”), and The Ventura County Health Care Agency (“Consultant”). This Second Amendment amends the Agreement entered into on November 1, 2023, by City and Consultant. The Agreement previously was amended on September 10, 2024, by a First Amendment.

City and Consultant agree as follows:

1. The Consultant in Section 2 of the Cover Page of the Agreement is hereby amended to “The County of Ventura, through its Ventura County Health Care Agency.”

2. Section 4 of the Cover Page of the Agreement is hereby amended to read “Schedule of Services: Services shall be provided between November 1, 2023, and August 31, 2025, inclusive.”

3. The date in Section 5 of the Cover Page of the Agreement is hereby amended to “August 31, 2025.”

4. The amount in Section 6 of the Cover Page of the Agreement is hereby amended to “$1,558,614.34.”

5. In Section 10 of the Cover Page of the Agreement, the name “Emilio Ramirez” is deleted and replaced with “Brenda Lopez”.

6. In Section 11 of the Cover Page of the Agreement, the contact email for City’s Project Manager is deleted and replaced with “[email protected]”.

7. The Budget and Reporting Exhibit and Amended Budget and Reporting Exhibit attached to the Agreement are hereby deleted; instead, the attached Second Amended Budget and Reporting Exhibit attached hereto is incorporated herein by this reference.

8. As so amended, the Agreement remains in full force and effect. [Signatures on next page]
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Agreement No. 32400434
SECOND AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES Page 2 IN WITNESS WHEREOF, the parties hereto have executed the Amendment on the date first written above.

CITY OF OXNARD COUNTY OF VENTURA
Luis Mc Arthur, Mayor Date Theresa Cho Date
Health Care Agency Director

Allison Blaze, MD Date
Interim Chief Executive Officer,
Ambulatory Care
ATTEST:

Lourdes A. López, City Clerk Date
APPROVED AS TO FORM:

Stephen M. Fischer, City Date
Attorney
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Agreement No. 32400434
SECOND AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES Page 3

SECOND AMENDED BUDGET AND REPORTING EXHIBIT
Name of Agency: Ventura County Health Care Agency/ Ambulatory Care Location Address: 800 South Victoria Avenue, Ventura, CA 93004 Project Name: ERF-2-R Encampment Response Project
Budget Narrative:

Operating costs for the Street Outreach and Shelter Case Management and Provision of Meals for the Encampment Resolution Funding (ERF-2-R) Project. Operating costs in an amount notto-exceed $250,000 will be financed by CDBG-CV funding.

Budgeted Line Items:

Total Budgeted Amount Not to Exceed $1,558,614.34
For the purpose of this agreement, the not-to-exceed budgeted amount for this agreement shall be $1,558,614.34, consisting of the following elements:

Budget Category Authorized Budget
Program Personnel (Salary and Benefits) $797,147.07
Provision of Meals for Program Clients $749,883.27
Administrative Costs (Transportation and Cellphones) $11,584 TOTAL $1,558,614.34
In addition to the above budgeted amounts, Ventura County Health Care Agency will be providing the following personnel in-kind: Program Assistant and CalAIM Program Manager who will oversee the administration of the program.

Schedule of payment:

Consultant shall invoice the City on a quarterly basis. 739

CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. L.5
DATE: September 17, 2024
TO: City Council
FROM: Emilio Ramirez, Housing Director, (805) 385-8094, [email protected] SUBJECT: Amendment and Extension of the Agreement with the County of Ventura and local hotel operators in support of the Encampment Resolution Funding Program.

RECOMMENDATION
That the City Council:

1. Approve and authorize the Mayor to execute a First Amendment to Agreement No. 32400434 with the County of Ventura for partnership in delivery of encampment response outreach and case management services via the Ventura County Health Care Agency in the amount of $145,000 for a total agreement amount not to exceed $1,308,614.34, and to extend the term of the agreement to April 30, 2025;

2. Authorize the City Manager, or designee, to negotiate and execute agreements with local hotel operators through February 28, 2025 to offer non-congregate shelter.
(This item did not originate in Committee because it is a continuation of an item previously approved by City Council.)

BACKGROUND
On September 19, 2023, the City Council approved receipt, and authorized appropriation, of an Encampment Resolution Funding Program grant from the State of California in the amount of $4,015,638.88 to respond to the continuing need at homeless encampments located on McWane Boulevard and at Fifth Street east of Harbor Boulevard. On September 19, 2023, the City Council also approved an agreement with LeSar Support Services (Agreement Number 32400182) to provide administrative services to aid the City of Oxnard to ensure compliance with the regulations and completion of reports due to the State of California.

On November 7, 2023, the City Council authorized the Mayor to execute an agreement (Agreement No. 32400434) with the County of Ventura for partnership in delivery of encampment response outreach and case management services in an amount not to exceed $1,163,614.34. This agreement is set to terminate on October 31, 2024. The Encampment Resolution Funding Program (“The Program”) has allowed the City of Oxnard and the County of Ventura to cooperate on an effort to relocate people from the above-mentioned encampments and provide interim non-congregate shelter and case management services with subsequent transition to permanent supportive housing units that are actively under construction throughout the City of Oxnard. On November 7, 2023, the City Council also authorized staff to negotiate and execute agreements with local hotel operators between November 1, 2023 and August 30, 2024. To date we have expended approximately $3,248,000 of the State grant on The Program.

DISCUSSION
There are a number of permanent supportive housing projects recently completed, under construction, and planned for in Oxnard. The Encampment Resolution Funding Program was relying on the completion of two permanent supporting housing projects in Oxnard,(Central Terrace and Casa de Carmen) to transition individuals out of non-congregate shelters 740
into these units. Unfortunately the opening of the Casa de Carmen project has been delayed, creating a need to extend The Program to avoid exiting people out of the non-congregate shelter and returning them to unsheltered homelessness.

The Program launched in December 2023, and was anticipated to run about a year, which coincided with the opening of permanent supportive housing units. The Program provides non-congregate shelter, meals, and case management services for 60 individuals who have been relocated from specific encampment sites in Oxnard. The City is currently under agreement with several local hotel operators to provide non-congregate shelter and with the Ventura County Health Care Agency to provide meals and case management for the sheltered clients. Under Agreement No. 32400434, County of Ventura Health Care Agency staff works onsite with clients to develop housing plans, gather chronic homelessness documentation, connect clients to additional supportive services, and present clients for permanent supportive housing through the Ventura County Continuum of Care Coordinated Entry System presentation and matching process. This agreement also provides for a dedicated alcohol and drug treatment staff member for clients, and provision of two meals per day for each client. Health Care Agency staff also works to integrate the project with existing Health Care for the Homeless services and additional support that clients may be eligible for.

As of August 2024, 11 clients in The Program have been matched to a permanent supportive housing unit at Central Terrace. Over the next several months, Health Care Agency staff will continue working with clients to help them gain eligibility for permanent supportive housing placement, with the goal of matching additional clients to permanent supportive housing units within Central Terrace and the Casa de Carmen projects.

Casa de Carmen was originally scheduled to open in February 2024. That development has been delayed primarily due to a lengthy approval process from Southern California Edison (SCE) of the Project’s underground utility plan. The SCE underground utility plan has now been approved and work necessary to complete the underground utility work has begun with an expected completion date of November 2024. Once this work is completed the Casa de Carmen development team will be able to resume work on the east elevation of the building and be able to provide the City with an updated completion schedule and date for when tenants may begin moving into the permanent supportive housing units.

To avoid exiting people out of the non-congregate shelter (local hotel rooms) and case management program and returning them to unsheltered homelessness, staff recommends that The Program continue until Casa de Carmen is completed and a tenant move-in date has been identified. At this time, there is only funding available within the State grant to fund the case management element of The Program through April 30, 2025, and the non-congregate shelter element of The Program through February 28, 2025. The extension of The Program through these dates requires extensions to various agreements.

1. Staff is seeking to amend Agreement No. 32400434 to extend the agreement through April 30, 2025, and to add $145,000 of Encampment Resolution Funding Program grant funds to the agreement. An extension of Agreement No. 32400434 through April 30, 2025 is set to be brought to the Ventura County Board of Supervisors for approval in September 2024. The draft Agreement provides for an administrative extension past April 30, 2025. However, there is currently no funding identified to continue the services April 30, 2025.

2. In addition, staff is seeking Council authority to authorize the City Manager, or designee, to negotiate and enter into agreements or extensions of existing agreements with hotel operators to offer non-congregate shelter through February 28, 2025, subject to review and approval by the City Attorney’s office. There are currently enough Encampment Resolution Funding grant funds remaining to enter into these agreements through February 28, 2025.

3. As stated previously, on September 19, 2023, the City Council approved an agreement with LeSar Support Services (Agreement Number 32400182) to provide administrative services to aid the City of Oxnard to ensure compliance with the regulations and completion of reports due to the State of California. The agreement, as approved by the City Council, with LeSar Support Services authorizes Staff to extend the agreement. Staff intends to exercise its option to extend for a period of one-year. No additional grant funds will be needed or encumbered to this agreement with LeSar.

Staff anticipates that the Casa de Carmen development will not be completed by April 30, 2025, and it is expected that staff would again recommend that The Program continue beyond the date in which funding is available. Therefore, if funding can be identified, staff may return to Council prior to February 28, 2025 to request authorization to extend the agreements and appropriate a new funding source in support of The Program.

STRATEGIC PRIORITIES
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This agenda item supports the Quality of Life strategy. The purpose of the Quality of Life strategy is to restore and increase quality services and programs that enrich Oxnard's diverse community, promotes safe neighborhoods, encourages community engagement, and supports our residents in their efforts to improve their quality of life.

FINANCIAL IMPACT
There is no financial impact to the General Fund.

The City of Oxnard was awarded an Encampment Resolution Funding grant amount of $4,015,638.88. To date, $767,229 remain unencumbered. From the remaining and unencumbered Encampment Resolution Funding Program grant will be allocated as:

1. $145,000 will be allocated to an extension of Agreement No. 32400434 with Ventura County Health Care Agency to April 30, 2025

2. The remaining $622,229 will be appropriated to fund new, or extensions to existing, agreements with local hotel operators to offer non-congregate shelter.

These agreements and services will fully expend the Encampment Resolution Funding grant funds.

For Finance Use Only: 210-2108103-53200-G2416

COMMITTEE OUTCOME
This item did not originate in Committee because it is a continuation of an item previously approved by City Council.

Prepared by: Emilio Ramirez, Housing Director

ATTACHMENTS

1. Original Agreement

2. First Amendment to Agreement for Professional Services with Ventura County Health Care Agency 742
Second Amendment and Extension of the
Agreement for the Encampment Resolution
Program
Brenda Lopez, Interim Housing Director
Housing Department
City Council
February 18, 2025
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Background
1) On September 19, 2023, Council approved receipt of Encampment Resolution Funding grant of $4,015,638.88.
2) Funding to provide interim non-congregate shelter and case management services (“The Program”) to people relocated from encampments located at McWane Boulevard and at Fifth Street, east of Harbor Boulevard. 3) The Program serves as a bridge program to permanent supportive housing at the Central Terrace and Casa de Carmen developments.
4) On November 7, 2023, City Council approved agreement (No. 32400434) with the County of Ventura for case management services through October 2024, and authorized staff to execute agreements with local hotel operators through August 2024.
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2 Background
5) On September 17, 2024, City Council approved a First Amendment to the agreement (No. 32400434) with the County of Ventura for case management services through April 2025, and authorized staff to execute agreements with local hotel operators through February 2025.
6) All of the Encampment Resolution Funding grant has been encumbered. 7) Delays in completion of construction of the Casa de Carmen project have created a need to extend The Program to prevent clients from returning to unsheltered homelessness.
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3 Funding Sources
The Program is awaiting the completion of the Casa De Carmen (end of August 2025) project to transition the remaining individuals into these units. Staff recommends awarding $875,000 from the Community Development Block Grant CARES Act (CDBG-CV) Program to continue services.

The CDBG-CV grant funds will be allocated as follows:

1. $250,000 will be allocated to an extension of Agreement No. 32400434 with Ventura County Health Care Agency to August 31, 2025.

2. The remaining $625,000 will be appropriated to fund new, or extensions to existing, agreements with local hotel operators to offer non-congregate shelter. 746
4 Recommendations
That the City Council:

1. Approve and authorize the Mayor to execute a Second Amendment to Agreement No. 32400434 with the County of Ventura for partnership in delivery of encampment response outreach and case management services via the Ventura County Health Care Agency in the amount of $250,000 for a total agreement amount not to exceed $1,558,614.34, and to extend the term of the agreement to August 31, 2025; and

2. Authorize the City Manager, or designee, to negotiate and execute agreements with local hotel operators through August 31, 2025 to offer non-congregate shelter.
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5 End of Presentation
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CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. M.2
DATE: February 18, 2025
TO: City Council
FROM: Terrel Harrison, Cultural & Community Services Director, (805) 385-7994, [email protected] SUBJECT: Amendment to Extend the Operating Agreement for the Oxnard Performing Arts & Convention Center Auditorium and Meeting Rooms. (10 minutes)

RECOMMENDATION
That the City Council authorize the Mayor to execute the facility management agreement between the City and Sterling Venue Ventures (A-8209 and (A-8210) for:

1. A five (5) year amendment extension for the operation, maintenance, and management of the Oxnard Performing Arts and Convention Center Auditorium and Meeting Rooms.
(This item did not originate in Committee)
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/n3SoEPOCKEw

BACKGROUND
The Oxnard Performing Arts and Convention Center (“PACC”) was built in 1968. The PACC includes an auditorium with 1,604 seats and 8 additional meeting rooms. The auditorium and meeting rooms serve as a convenient venue for a wide range of cultural, educational, and entertainment events. Additionally, an enclosed patio offers space for community gatherings such as weddings, receptions, banquets, and more. The PACC provides approximately 500 on-site parking spaces and designated loading areas for event support.

The PACC previously operated in the red and depended on city subsidies for its operations, receiving:
• $1.6 million in FY 2017-18, and
• $1.3 million in FY 2018-19 from the General Fund and Measure O.

In 2019, when the City faced a $9.2 million budget shortfall, staff presented the City Council with the recommendation to temporarily close the PACC to save over $1 million annually in subsidies towards the facility until a solution could be developed. Instead, the City Council chose to fund keeping the facility open in the interim, and the City issued a request for proposals (RFP) in August 2019.

The City entered into a 6-month management agreement with the Oxnard Performing Arts Center (OPAC) Non-Profit Corporation from July 1 to December 31, 2019. This agreement tasked OPAC with managing on-site operations of the 114 events that were previously scheduled in the facility. The extension also provided for OPAC adequate termination notice to those who had events scheduled from January 1 through June 30, 2020. OPAC presented an operating budget for the six-month period of $635,801.50. During this time, OPAC was expected to retain all event revenues, which were estimated at $222,801.50. To support the budget, the City allocated a subsidy of up to $410,000 from Measure O. Any shortfall between the operational costs, estimated revenue, and Measure O subsidy was to be covered by OPAC. 749
Meanwhile, the City’s RFP process resulted in three bidders responding to the competitive bidding process to contract operations of the facility. These included:
• VenueTech Management Group,
• Lazer Broadcasting, and
• the Oxnard Performing Arts Center Corporation/Sterling Venue Ventures.

The top-rated company, VenueTech, withdrew from the RFP process in November 2019, stating that their approach to successfully transform the PACC to a professional performing arts center required a commitment that the City was unable to make at that time. As VenueTech was the only lead operator that met the minimum qualifications, the City canceled the solicitation process on December 6, 2019.

The City then entered an additional 60-day extension to the agreement with OPAC.During this extension, OPAC operated the meeting rooms at the PACC Property and the auditorium was closed. The agreement between the City and OPAC, for operations of the meeting rooms terminated on February 29, 2020.

Facing the potential closure of the facility, the City negotiated a proposed agreement with Sterling Venue Ventures (SVV). In February 2020, the Oxnard City Council approved a five-year agreement with Sterling Venue Ventures (SVV) to manage the PACC. The agreement included an option for the Council to extend it for an additional five years. The current agreement with SVV is set to expire on March 1, 2025.

In addition to operating the PACC, SVV owns and/or manages three other entertainment venues: The Canyon Agoura Hills, The Canyon Redondo Beach, and The Saban Theatre in Beverly Hills.). SVV’s owner, Lance Sterling, also serves as the Chief Entertainment Officer for the Dolby Theatre in Hollywood. With over 25 years in the industry, SVV collaborates with talent agencies and local promoters to produce more than 1,000 concerts annually across Southern California.

The City currently has a two-part agreement with SVV—one for the Auditorium and one for the Meeting Rooms. Each agreement requires SVV to provide all programming and the associated staffing, food services, catering, concessions and merchandising; managing the PACC master calendar; coordinating event production needs of all PACC clients; negotiating talent contracts; and developing and implementing marketing plans. The current agreement terminates on March 1, 2025.

Additionally, the Meeting Rooms agreement option includes SVV managing the PACC rooms in coordination with the Oxnard Performing Arts CenterCorporation (OPAC) non-profit. To meet this section in the agreement, SVV offered a side letter agreement to OPAC, where OPAC currently receives 50% of the meeting room fees of contracts they negotiate, with the City receiving the other 50%. SVV oversees the management of these operations on behalf of the City, with their business covering the insurance, liability and business/liquor license for the facility.

About Sterling Venue Ventures: A Company profile is provided by SVV as Attachment 3 to this report Lance Sterling has been a key figure in the music industry since 1982, and his company, Sterling Venue Ventures (SVV), has played a major role in the evolution of live music entertainment for over 25 years. SVV is the largest concert promoter in Southern California, having produced 1,757 concerts in the past two years, generating over $16 million in ticket sales. The company owns and operates several venues, including The Canyon Agoura Hills, The Canyon Montclair, and The Saban Theatre in Beverly Hills, and has presented concerts at numerous other venues. SVV is known for hosting a wide range of national touring acts, from Foo Fighters and Styx to Smokey Robinson and 311, and for nurturing emerging talent like Brad Paisley, Imagine Dragons, and Panic! At The Disco. Additionally, Sterling has recently been appointed Chief Entertainment Officer for the Dolby Theatre in Hollywood and is in talks to open a new 3,500-seat venue in New Jersey. SVV also owns Sterling Steak & Lounge in Park City, UT. With a team of industry professionals, the company has a significant online and social media presence, reaching hundreds of thousands of people each month and bringing live music to communities across the region.

Overview of the Organization Including Legal Structure, Principal Officers & Organization Structure Sterling Venue Ventures is a single entity, Limited Liability Corporation. The LLC’s manager is Lance C Sterling. SVV 750
Tax ID: 95-4810799
Attachment 3 to this report contains information on Sterling Venue Ventures as an organization, including profiles of key personnel, history of the organization's, facility management experience, marketing and outreach, industry and city government relationships, and future goals.

DISCUSSION
Current Agreement
SVV's agreement with the City includes revenue goals to help the PACC remain self-sustaining, covering basic utilities and maintenance. Any revenue exceeding City expenses is directed to the PACC Fund Balance, which will fund capital improvements for the 56-year-old facility.

The agreements include the option for the City Council to extend the contract with SVV for an additional five years.

These agreements will expire on March 1, 2025.

The agreed revenue goals for SVV included:
• Auditorium: Hosting 52 events annually, yielding $143,000 from event fees to the City. • Concessions: Contributing 15% of all concession sales, with a minimum goal of $15,000 per year. • Meeting Rooms: Hosting 52 events annually, providing $90,000 in revenue to the City.

Under the agreement, SVV manages the PACC auditorium, while the non-profit Oxnard Performing Arts Center Corporation (OPAC) had a side letter agreement with SVV for the use of the community meeting rooms. Rental revenue generated from these rooms, when contracted through OPAC, is shared 50/50 between the City and the non-profit.

SVV Accomplishments
Despite signing a 5-year agreement a month before a nationwide U.S. shutdown in response to the pandemic, SVV has demonstrated remarkable resilience and expertise.

In the first year, while the facility was closed due to pandemic restrictions, SVV updated lighting and décor in the auditorium. In the second year (FY 21-22), as local entertainment venues throughout the U.S. saw a cautious return of events, SVV’s operation of the PACC reached 77.45% of their revenue target as performances slowly resumed.

In the third year (FY 22-23), with strong community support and the removal of all pandemic restrictions, SVV exceeded revenue targets, finishing at 105.42% and adding a $13,438.14 surplus to the PACC Fund Balance.

Last year, SVV again exceeded targets, reaching 159.13% of target revenue and adding $146,642.60 to the PACC Fund Balance. Now in the final year of the agreement (FY 24-25), SVV is on track to surpass last year’s revenue.

Oxnard Performing Arts and Convention Center Revenue Summary (by FY) Fiscal Year Target Revenue Collected Target
20-21 COVID YEAR COVID YEAR - -
21-22 (partial COVID Year) $248,000 $192,081.78 -$55,918.22 22-23 $248,000 $261,438.14 +$13,438.14
23-24 $248,000 $394,642.60 +$146,642.60
Operational Challenges
Attached to the staff report is a staff memo to the City Manager on October 31, 2024, detailing PACC operational concerns, primarily involving the OPAC nonprofit. The memo highlights a pattern of unauthorized activities, deceptive communication, safety and liability concerns, and financial disputes caused by staff members of the non-profit. (Attachment #2.)
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Despite numerous meetings between SVV, OPAC, and City staff, as documented in the memo, both parties have failed to sign a new side letter agreement to resolve ongoing conflicts. The original side letter agreement, signed on December 9, 2021, by SVV owner Lance Sterling and then-OPAC Board President Gary Blum, was terminated by SVV on March 9, 2024. The termination was due to OPAC’s failure to adhere to the agreement, its staff member’s lack of transparency and accountability, and noncompliance with safety protocols.

As a result of the issues outlined in the staff memo, the City Manager decided not to pursue negotiations for a new contract between the City and OPAC to manage the PACC meeting rooms, in response to a proposal submitted by OPAC on September 9, 2024. (Attachment #4.)
City staff met individually with members of the previous City Council to provide updates related to PACC operations involving SVV and OPAC. A staff report recommending the approval of a five-year extension of the contract with SVV was prepared and published for the December 3, 2024, City Council meeting. However, at the request of Mayor-elect Mc Arthur, staff withdrew the agenda item to provide the four newly elected Council members the time to learn more about this matter.

Since then, lobbying efforts by members of both parties have taken place. Following the installation of the new City Council members, staff also briefed individual newly elected officials about PACC operations.

Side Letter Agreement Updates
At Mayor Mc Arthur's request, staff coordinated meetings with SVV and OPAC on December 16 and December 18, 2024, in an attempt to facilitate a new side letter agreement between the two parties.

On January 8, 2025, representatives from the OPAC board, SVV staff, and City staff convened to explore the possibility of a side letter agreement between OPAC and SVV. There were three points of contention between the parties, two of which SVV was willing to make concessions on. These items are:

1. Liquor License
OPAC wishes to explore the possibility of their group independently holding its own liquor license. SVV is amenable to this as long as the Alcoholic Beverage Control (ABC) allows two separate licenses at the property, and where violations by one group would not jeopardize the other’s license.

2. Security
OPAC wishes to have the authority to hire its own security for events versus having to use SVV for all security needs.

SVV is amenable to this as long as they have the ability to interview any security companies to ensure they comply with the conditions placed on the property, especially as it is related to the liquor license, in which SVV is solely responsible for at this time.

Additionally, all security companies hired must be properly licensed and bonded to ensure compliance with industry standards and legal requirements.

3. Booking Rights & Revenue Distribution
OPAC wants exclusive control over the meeting rooms, requiring SVV to pay OPAC for the use of the conference rooms. However, SVV did not agree to this item at the meeting, as they frequently need to book the venue as a complete convention center, which includes the auditorium and additional breakout rooms for their events.

SVV prefers to maintain the current practice, where each party retains 50% of the revenue for any event booked by either SVV or OPAC. OPAC was scheduled to hold a board meeting on Wednesday, January 15, 2025, to further discuss these issues.

Following the OPAC Board Meeting, on January 16, 2025, the nonprofit submitted a request directly to the Mayor and Council Members that the Oxnard City Council approve a new operating agreement contract between the City and OPAC, effective March 1, 2025, that would allow the OPAC board to manage and operate 2 ballrooms and 5 meeting rooms; request the City to acquire two separate addresses for the Auditorium/Theater and Ballrooms/Meeting Rooms; that the City provide OPAC with exclusive use of the box office on the ballroom/meeting room side, and allow shared access between OPAC and SVV to the marquee and display cases, parking lot and courtyard. 752
Staff Recommendation to Council
Staff recommends that the City Council authorize the Mayor to execute the facility management agreement between the City and Sterling Venue Ventures for:

1. A five (5) year amendment extension for the operation, maintenance, and management of the Oxnard Performing Arts and Convention Center Auditorium and Meeting Rooms.

Summary of Proposed Amended and Restated Agreement for Operations of the Auditorium and Meeting Rooms Per the City’s agreement with SVV, the City Council has the option to extend the lease of the Oxnard Performing Arts and Convention Center Auditorium (PACC Auditorium) for a five (5) year term. The proposed updates to the terms of the Lease Agreement are as follows:

Consolidation of Agreement: Based on SVV’s successful management and operations of the PACC facility, the City recommends consolidating the 2-parts of the agreement into one amended and restated agreement for both the Auditorium and Meeting Rooms.

Term of Agreement:
• SVV shall exclusively operate the Oxnard Performing Arts Center Auditorium(“PACC AUDITORIUM”), as depicted in “Exhibit A,” attached hereto and incorporated by this reference, from March 1, 2025 until March 1, 2030.
• SVV may, in its sole discretion, operate the Oxnard Performing Arts Center Rooms (“PACC ROOMS”), as depicted in “Exhibit B,” attached hereto and incorporated by this reference, in coordination with the Oxnard Performing Arts Center Corporation Board of Directors, from March 1, 2020, until March 1, 2030”. This change allows SVV as an operator to address any issues that may arise which may impact its insurance liability and licenses.

Utilities: CITY shall pay ongoing utility expenses, including water, sewer, trash, gas and electricity (collectively, the “Utilities Expenses”) at the PACC PROPERTY. However, SVV shall pay any Utilities Expenses in excess of $125,454 in FY 25-26; $129,217.62 in FY 26-27; $133,094.10 in FY 27-28; $137.087 in FY 28-29; and $141,199.59 in FY 29-30.

Please see additional details for this in the “Financial Impact” section of the staff report.

Utilities Progress for the next 5
years
Fiscal Year Utilities Limits
FY 25-26 $125,454.00
FY 26-27 $129,217.62
FY 27-28 $133,094.15
FY 28-29 $137,086.98
FY29-30 $141,199.59
Maintenance: SVV shall be responsible for all aspects of the maintenance at the PACC PROPERTY, as depicted in “Exhibit C” of this agreement, including but not limited to grounds of maintenance, janitorial services, and alarm monitoring services during all times the PACC Auditorium and/or the PACC ROOMS are not in use. That Sterling Venue Ventures shall and may perform any facility repair for up to $5,000 within the areas depicted in “Exhibit A” and “Exhibit B”. SVV shall ensure the facility exterior is adequately maintained prior to scheduled EVENTS, including CITY EVENTS.
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As noted in the agreement section 3.18, the City is responsible for all Capital Replacement and Capital Improvements at the PACC Property.

Permits. CITY represents and warrants that all permits required for the operation of the PACC Property are in place and active, except SVV acknowledges that it obtained an Alcoholic Beverage Control (“ABC”) License for alcoholic beverage sales and consumption on the PACC Property, which is valid and effective from September 9, 2020 through August 31, 2025."
Alternatives for the Future of PACC Operations
Other options for consideration could potentially include:

1. Extend the contract with SVV for 24 months and issue a fresh RFP This would provide continuity of operations while the City issues a new Request for Proposals (RFP).

2. End the contract with SVV on March 1, 2025 and issue a fresh RFP This approach would create uncertainty within the community about future event bookings at the PACC. If this option is chosen, the PACC would be dark until a new operator is contracted.

3. Establish a separate agreement with OPAC
While this is an option, it’s not feasible for sustainable operations of the facility. Theater operations also require access to the kitchen facilities located in the meeting rooms to maintain their alcohol license. Additionally, the theater operator needs the flexibility to book conventions and other events that require using the meeting rooms as breakout areas.

STRATEGIC PRIORITIES
This agenda item supports Economic Development strategy. The purpose of Economic Development strategy is to focus on the retention and expansion of Oxnard businesses by increasing the skills and employability of our local workforce, invite new business investments, and target site-based redevelopment opportunities.

This agenda item supports the Organizational Effectiveness strategy. The purpose of the Organizational Effectiveness strategy is to reinforce, stabilize, improve, and strengthen the organizational foundation of the City in order to build a modern, high-functioning City government that effectively and efficiently supports the operating departments in providing high-quality services and programs for our residents and businesses.

This agenda item supports the Quality of Life strategy. The purpose of the Quality of Life strategy is to restore and increase quality services and programs that enrich Oxnard's diverse community, promotes safe neighborhoods, encourages community engagement, and supports our residents in their efforts to improve their quality of life.

FINANCIAL IMPACT
Facilities Maintenance & Utilities Budget
The City’s budget process beginning in FY 25-26 will need to accommodate an increase in facility maintenance and utilities from $128,000 ($121,800 for utilities + $6,200 for ground maintenance outside “Exhibit C”) to $131,840, a 3% year by year increase. Therefore, increases are to follow in the subsequent years: FY 26-27 to $135,795.20; FY 27-28 to $139,869.06, FY 28-29 to $144,065.14 and FY 29-30 to $148,387.09.

The management and operations agreement with SVV caps the City’s utility costs to the amounts listed in the table below by fiscal year; any utilities billed to the City above these amounts will be the responsibility of SVV.

Utilities Budget Progression for the Next 5 Years
Fiscal Year Utilities Limits
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FY 25-26 $125,454.00
FY 26-27 $129,217.62
FY 27-28 $133,094.15
FY 28-29 $137,087.00
FY 29-30 $141,199.59
Revenue Projections for Meeting Room Rentals
The revenue projections are to follow the same incremental increases of 3% per year. For the rentals of the meeting rooms, revenue targets are expected to meet $92,700 for FY 25-26, $95,481 for FY 26-27, $98,345.43 for FY 27-28, $101,295.80 for FY 28-29 and $104,334.67 for FY 29-30.

Revenue Projections for Auditorium Rentals
The revenue projections for the rentals of the auditorium are now expected to meet $147,290 for FY 25-26, $151,708.70 for FY 26-27, $156,259.96 for FY 27-28, $160,947.76 for FY 28-29 and $165,776.19 for FY 29-30. Revenue return for the auditorium remains at $2,750/event.

Revenue Projections for Concessions
In addition, the City will receive 15% of the concession sales, in which targets are also expected to increase at a rate of 3% per year. Concession revenues are now expected to meet $15,450 for FY 25-26, $15,913.50 for FY 26-27, $16,390.91 for FY 27-28, $16,882.64 for FY 28-29 and $17,389.11 for FY 29-30.

Anticipated Revenue: All Categories
Revenue Targets for the Oxnard Performing Arts and Convention Center Fiscal Year Rooms Auditorium Concessions Total Target Revenue 25-26 $92,700.00 $147,290.00 $15,450.00 $255,440.00
26-27 $95,481.00 $151,708.70 $15,913.50 $263,103.20
27-28 $98,345.43 $156,259.96 $16,390.91 $270,996.30
28-29 $101,295.80 $160,947.76 $16,882.64 $279,126.20
29-30 $104,334.68 $165,776.19 $17,389.11 $287,499.97
SVV anticipates an increase in programming over time, reaching 104 events per year in the auditorium. The City can expect to see an increase in annual rental revenue associated with the auditorium to be $297,440 (104 events x $2,750/event), and concession sales increasing to approximately $30,900 annually. Combining this with the rental revenue for the meeting spaces would potentially equal approximately $433,000 annually.

In FY 23-24 the City invested $1,525,442 in the PACC Roof Replacement project. Any revenues exceeding the City expenditures will be kept in the PACC Fund Balance to address future PACC improvement needs.

FY 25-26 FY 26-27 FY 27-28 FY 28-29 FY 29-30
Projected Rental of
Auditorium & Concessions
$162,670 $167,622.20 $172,650.87 $177,830.40 $188,165.30 755
Projected Rental of Meeting
Rooms
$92,700 $95,481 $98,345.43 $101,295.80 $104,334.67
Projected Annual Revenues $255,440 $263,103.20 $270,996.30 $279,126.20 $287,499.97 Estimated Utilities Cost $125,454 $129,217.62 $133,094.15 $137,086.98 $141,199.59 Landscaping Streetside $6,386 $6,577.58 $6,774.91 $6,978.16 $7,187.50 Maintenance $123,600 $127,308 $131,127.24 $135,061.06 $139,112.89 Estimated City Costs $255,440 $263,103.20 $270,996.30 $279,126.20 $287,499.97

COMMITTEE OUTCOME
This item did not originate in Committee.

Prepared by: Julie Estrada, Management Analyst

ATTACHMENTS

1. Amendment to Extend the Operating Agreement for the Oxnard Performing Arts and Convention Center Presentation

2. PACC Agreement Memo 10.31.24

3. Sterling Venue Ventures Update

4. OPAC Proposal Sept. 2024

5. A-8209 Agreement for Operations of the OPACC Auditorium

6. A-8210 Agreement for Operations of the OPACC Rooms

7. First Amendment to Sterling Agreements with Exhibits 2.6.25 756
Amendment to Extend the Operating
Agreement for the Oxnard Performing
Arts & Convention Center (PACC)
Auditorium and Meeting Rooms
City Council
By: Terrel Harrison, Cultural & Community Services Director February 18, 2025
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Recommendation
2 That the City Council authorize the Mayor to execute the facility management agreement between the City and Sterling Venue Ventures for:

1. A five (5) year amendment extension for the
operation, maintenance, and management of the
Oxnard Performing Arts and Convention Center
Auditorium and Meeting Rooms.
758
Background
3 759
Background
4 760
Background
5 761
Background
6 ● The Canyon Agoura Hills
● The Canyon Redondo Beach
● The Saban Theatre in Beverly Hills
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Background
7 763
Discussion
8 764
Discussion
9 Proposed Amended and Restated Agreement for Operations of the Auditorium and Meeting Rooms (March 2025 – 2030)
Based on SVV’s successful management and operations of the PACC facility, the City recommends consolidating the 2-parts of the agreement into one amended and restated agreement for both the Auditorium and Meeting Rooms.
● Term extension: 5-year renewal option for the PACC Property (March 1, 2025 – March 1, 2030).
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Discussion
10 Proposed Amended and Restated Agreement for Operations of the Auditorium and Meeting Rooms (March 2025 – 2030), cont’d. ● Utilities: City to pay utility costs up to
○ FY26 $125,454.00
○ FY27 $129,217.62
○ FY28 $133,094.15
○ FY29 $137,086.98
○ FY30 $141,199.59
○ SVV to pay excess costs beyond set thresholds.
● Maintenance: SVV responsible for general maintenance and upkeep within the designated areas. SVV may complete any facility repairs up to $5,000.

As noted in the agreement section 3.18, the City is responsible for all Capital Replacement and Capital Improvements at the PACC Property. 766
Discussion
11 Proposed Amended and Restated Agreement for Operations of the Auditorium and Meeting Rooms (March 2025 – 2030), cont’d. ● Permits: CITY represents and warrants that all permits required for the operation of the PACC Property are in place and active, except SVV acknowledges that it obtained an Alcoholic Beverage Control (“ABC”) License for alcoholic beverage sales and consumption on the PACC Property, which is valid and effective from September 9, 2020 through August 31, 2025."
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Discussion
12 Alternatives for the Future of PACC Operations
Other options for consideration could potentially include:

1. Extend the contract with SVV for 24 months and issue a fresh RFP This would provide continuity of operations while the City issues a new Request for Proposals (RFP).

2. End the contract with SVV on March 1, 2025 and issue a fresh RFP This approach would create uncertainty within the community about future event bookings at the PACC. If this option is chosen, the PACC would be dark until a new operator is contracted.

3. Establish a separate agreement with OPAC
While this is an option, it’s not feasible for sustainable operations of the facility. Theater operations also require access to the kitchen facilities located in the meeting rooms to maintain their alcohol license. Additionally, the theater operator needs the flexibility to book conventions and other events that require using the meeting rooms as breakout areas. 768
Financial Impact
13 Facilities Maintenance & Utilities Budget
● The City’s budget process beginning in FY 25-26 will
need to accommodate an increase in facility
maintenance and utilities from $128,000 ($121,800 for
utilities + $6,200 for ground maintenance outside
“Exhibit B”) to $131,840, a 3% year by year increase.
● Therefore, increases are to follow in the subsequent
years:
○ FY 26-27 to $135,795.20;
○ FY 27-28 to $139,869.06,
○ FY 28-29 to$144,065.14 and
○ FY 29-30 to $148,387.09
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Financial Impact
14 The revenue projections are to follow the same incremental increases of 3% per year.

Revenue Targets for the Oxnard Performing Arts and Convention Center Fiscal Year Rooms Auditorium Concessions Total Target
Revenue
25-26 $92,700.00 $147,290.00 $15,450.00 $255,440.00
26-27 $95,481.00 151,708.70 $15,913.50 $263,103.20
27-28 $98,345.43 156,259.96 $16,390.91 $270,996.30
28-29 $101,295.80 160,947.76 $16,882.64 $279,126.20
29-30 $104,334.68 165,776.19 $17,389.11 $287,499.97
770
Financial Impact
15 FY 25-26 FY 26-27 FY 27-28 FY 28-29 FY 29-30
Projected Rental of
Auditorium & Concessions
$162,670 $167,622.20 $172,650.87 $177,830.40 $183,165.30 Projected Rental of Meeting
Rooms
$92,700 $95,481 $98,345.43 $101,295.80 $104,334.67
Projected Annual Revenues $255,440 $263,103.20 $270,996.30 $279,126.20 $287,499.97 Estimated Utilities Cost $125,454 $129,217.62 $133,094.15 $137,086.98 $141,199.59 Landscaping Streetside $6,386 $6,577.58 $6,774.91 $6,978.16 $7,187.50 Maintenance $123,600 $127,308 $131,127.24 $135,061.06 $139,112.89 Estimated City Costs $255,440 $263,103.20 $270,996.30 $279,126.20 $287,499.97 771
Recommendation
16 That the City Council authorize the Mayor to execute the facility management agreement between the City and Sterling Venue Ventures for:

1. A five (5) year amendment extension for the
operation, maintenance, and management of the
Oxnard Performing Arts and Convention Center
Auditorium and Meeting Rooms.
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QUESTIONS?
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MEMO
October 31, 2024
TO: Terrel Harrison, Cultural & Community Services Director FROM: Julie Estrada, Management Analyst - Cultural Arts Subject: Review of the Oxnard Performing Arts & Convention Center Agreement In 2019, when the City faced a $9.2 million budget shortfall, staff presented the City Council with the option to close the Oxnard Performing Arts and Convention Center (PACC) to save over $1 million annually in subsidies towards the facility. The City Council countered by agreeing to a 6-month closure of the PACC in order for staff to determine a way to keep it open.

After a competitive bidding process, the City Council approved a five-year management contract with Sterling Venue Ventures (SVV) in February 2020 to operate the Oxnard Performing Arts & Convention Center (PACC). The contract with SVV expires in March 2025, with an option to extend for five more years.

For the first two years of the contract period the agreement was not fully in effect due to the COVID-19 Pandemic. Despite pandemic closures, SVV has met and exceeded contractual goals for auditorium, meeting room, and concession fees, helping maintain the PACC and fund necessary capital improvements. These include a new roof for the Oxnard and Ventura Rooms (2022) and floor repairs in the Ventura Room (2024).

SVV operates the PACC in coordination with the Oxnard Performing Arts Center Corporation (OPAC), a non-profit. However, several issues have arisen between SVV and OPAC, which are summarized below.

Concerns Regarding Sterling Venue Ventures (SVV)
2020 - 2024 Professional Demeanor
● In meetings with SVV, City staff have noticed that SVV employees are very direct in their speech and communications. This may come across to some as brash.
2/1/23 Equipment Use Dispute
● OPAC raised concerns about SVV’s use of OPAC equipment. SVV committed to using its own equipment first and ensuring any room rentals 774
are properly arranged. No equipment issues have been reported since the meeting between SVV and OPAC on February 1, 2023.
7/9/24 Cannabis Event
(Attachment 1 - Email Correspondence between City staff and a cannabis vendor) ● City staff were made aware of an SVV event with a cannabis client who wished to distribute products. SVV complied with the City’s instructions to cancel an event involving a cannabis company once the issue was flagged.

Concerns Regarding the Oxnard Performing Arts Center Corporation (OPAC) Non-Profit
12/9/21 Side Letter Agreement
(Attachment 2 - Copy of the agreement dated 12/9/21 that identified areas for clarification and resolution signed by SVV owner Lance Sterling and OPAC Board President Gary Blum)
● As noted below, the agreement is between SVV and the OPAC. However, city intervention was requested at this time to develop an agreement that would satisfy the City’s contract with SVV. The meetings continued due to issues that arose over recent years.
● SVV operates the PACC in coordination with OPAC to use the Oxnard Performing Arts Center Community (PACC) rooms under a side letter agreement signed by SVV owner Lance Sterling and OPAC Board President Gary Blum.
● The agreement required OPAC to report maintenance issues to SVV and seek approval for concerts exceeding 300 attendees to ensure compliance with licenses, fees, and liability insurance.
● However, OPAC has repeatedly violated the agreement, including hosting unauthorized events that served alcohol and failing to pay for room rentals from 2020-2023, the details of which are included below and supported by the accompanying attachments.
10/21/22 Unauthorized Lock Changes & Alarm Installation (Attachment 3 - Letter from City Attorney’s Office to executive director Carolyn Mullin requesting copies of keys, access codes and to abide by the national flag protocol) 2 775
● OPAC changed locks and installed alarms in the PACC without informing City staff (property owner) or SVV, prompting the City Attorney to issue a letter to OPAC executive director Carolyn Mullin in order to retrieve the venue's keys and security codes.
11/5/22 Unauthorized Alcohol Use at Events
● Staff for SVV were present at the OPAC Dia de los Muertos event and witnessed an OPAC vendor serving alcohol in the Courtyard of the PACC without a permit, risking SVV’s liquor license. The SVV staff put a stop to this and SVV brought this to a discussion at the next routine meeting with SVV, OPAC, City Staff in January 2023.
3/31/23 Unauthorized Concerts & Alcohol Consumption by Minors (Attachment 4 - Screenshot of text message from SVV employee Richard Bellhoff sharing photos of beer cans and trash left in the PACC courtyard) ● Two unauthorized concerts were held by OPAC, resulting in a security incident, injury, and an insurance claim. Alcohol was served without proper permits. Attachment 4 contains photos from that event.
● This item was addressed at the routine meeting with SVV, OPAC, and City staff on May 10, 2023. While the OPAC stated they did not know about any injuries the solution was to not allow any rock concerts in the meeting rooms.
● There is a dispute from OPAC that no injuries occurred at the OPAC event March 31, 2023, and it could possibly be the concert on April 7, 2023.

However, SVV states the insurance claim made against them was for an incident on March 31, 2023.
4/6/23 Unauthorized Use of a City-operated Room
(Attachment 5 - Email sent by Director Terrel Harrison to Carolyn Mullin and Gary Blum regarding unauthorized use of City property)
● The City operates the PACC Youth Center, which is only to be used by city staff. The Youth Center room experienced flood damage in December 2020 and was closed for repairs. No one was to enter the room due to the asbestos in the damaged floors. City staff later determined that the OPAC staff was entering and using the space without the city’s authorization. 3 776
● Attached are social media posts that OPAC made to its Facebook account on March 28, 2023, showing that OPAC made a large, multi-panel art exhibit.
● On April 6, 2023, City staff entered the Youth Center and discovered that the room - which was damaged and closed for repairs - was actively being used without permission for painting and storing a large, multi-panel art exhibit (which city staff later identified was featured on the OPAC Facebook page).
● Attachment 5 contains an email sent by Director Terrel Harrison to Carolyn Mullin and Gary Blum regarding OPAC staff entering City property without authorization and a summary reminder of the areas that are only used by City employees and not PACC lessees.
4/18/23 Deceptive Communications
(Attachment 6 - Includes three pages of communications between OPAC executive director Carolyn Mullin and City staff trying to clarify details between OPAC coordinating clean ups in unauthorized areas)
● OPAC Executive Director Carolyn Mullin was found to have misled City staff regarding unauthorized cleanup operations at the PACC. ● Attachment 6 is a summary report of the incident in April 2023, where Carolyn Mullin from OPAC contacted resident Marvin Boos for a cleanup at the PACC. The City’s contract and the side letter agreement with SVV confirms that all maintenance issues are to be authorized by SVV. This issue escalated when Mr. Boos contacted Mayor Zaragoza to complain about being denied access to the PACC for a cleanup.
● OPAC initially denied contacting Mr. Boos to conduct this clean up.

However, when staff called OPAC for a second time, Ms. Mullin admitted to leaving a message to Mr. Boos but not speaking with the resident. 5/11/23 Failure to Pay Rental Fees
(Attachment 7 - Includes two pages of communications between OPAC executive director Carolyn Mullin, SVV general manager Richard Belloff and City staff trying to clarify details between OPAC rental events that did not collect fees) ● In addressing the reported issues listed above relating to operating events without proper permits and security, SVV recognized that OPAC never 4 777
submitted rental fees for what OPAC considered “OPAC Events” and not rentals. Attachment 7 is an email from Carolyn Mullin acknowledging such an event.
● SVV began to further examine OPAC’s rental reports and started documenting events that SVV was aware of that had occurred, yet they were not included in OPAC’s fee payments that SVV must pay to the City. 11/17/23 Failure to Pay Rental Fees
(Attachments 8 and 9 - A letter from the City Attorney’s Office to SVV demanding payment for unpaid rental fees and a Letter from SVV’s Attorney to OPAC stating noncompliance with OPAC’s accounting for events and failure to comply with financial obligations. Attachment 10 - Documentation of the payment and deposit into the City’s account of the unpaid rental fees that SVV recovered in March 2024) ● OPAC is required to pay 50% of the fees from the use of the PACC Rooms to SVV, who remits payment to the City per its contract. These rates are non-negotiable.
● However, SVV discovered that OPAC failed to pay rental fees for several years, breaching the contract. In November 2023, the City Attorney demanded payment from SVV for the unpaid rent.
● SVV's attorney then notified OPAC of their breach and set a deadline of December 11, 2023, for the submission of the necessary documents to resolve the issue. The City received the payment of $34,267.50 in back fees from OPAC (paid through SVV) in February 2024.
2/28/24 Security
● At a routine meeting with city staff, SVV, and OPAC there was a discussion surrounding event consistency and safety such as the injury at the concert on 3/31/23. A verbal agreement was made by SVV and OPAC that all events were to use SVV’s security services.
3/19/24 Termination of Original Side Letter Agreement
(Attachment 11 - A copy of the revised Side Letter agreement that SVV presented to OPAC to address the issues previously documented in this memo.) ● SVV terminated the original side letter due to the issues noted above and presented OPAC with a revised agreement.
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● OPAC had concerns regarding the items listed in the new agreement. SVV agreed to make adjustments to address concerns and provide clarity. 3/27/24 Failure to Sign Revised Side Letter Agreement
(Attachment 12- A copy of the redlined edits to the revised Side Letter agreement following a meeting between City Staff, SVV and OPAC, which all parties verbally agreed to.)
● City staff organized a routine meeting with SVV and OPAC to review the side letter agreement and facilitate an understanding between the parties.

During the meeting, both sides agreed verbally to the proposed changes to the revised agreement. City staff believed that a final agreement had been reached, with signatures to follow.
● However, as of October 31, 2024, the OPAC has not signed the agreement with SVV.
3/27/24 Unauthorized Mailbox Installation
(Attachment 12- The revised side letter agreement includes in the redlined edits an agreement that OPAC will provide a key to SVV to the authorized mailbox that OPAC staff installed at the PACC)
● A key issue in the second draft of the revised side letter agreement was OPAC's unauthorized installation of a locked mailbox (Item 9 in the agreement).
● This was discussed in a meeting on March 17, 2024, where the agreed solution was that both parties would have a key to the mailbox, and any misdelivered mail would be immediately handed to the correct party. 08/20/24 Business Competition
(Attachment 13 - Four pages of email correspondence between SVV General Manager Richard Belloff and his client at the Oxnard School District (OSD). In this email thread, OSD rescinds their room rental request through SVV and states they will rent through OPAC after discussing a room rental agreement with OPAC employee Jose Becerra.) ● OPAC was accused of taking clients from SVV, as noted in Attachment 13.

An SVV client canceled their reservation with SVV to book the same room through OPAC instead, raising concerns about unfair competition between the two organizations.
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10/11/24 Failure to Report Accurate Rentals
(Attachment 14 - Email from SVV General Manager Richard Bellhoff to Director Terrel Harrison regarding another discovery of OPAC reporting inaccurate rental fees.) ● On Oct. 11, 2024, City staff was informed of inaccurate rental reporting for the community rooms as SVV prepared to submit payments for September. The discrepancy was uncovered when a customer, who had hired SVV for bartending services, requested an additional hour, bringing the total rental to three hours.
● However, OPAC reported only two hours for payment. SVV notified City staff of their intention to collect the missing funds and would inform the City once the payment is received.
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Oxnard city support for cannabis event at The Canyon at OPAC Harrison, Terrel <[email protected]> Tue, Oct 15, 2024 at 4:24 PM To: "Estrada, Julie" <[email protected]>
Terrel Harrison
Cultural and Community Services Director
City of Oxnard
805-385-7995 (P)
---------- Forwarded message ---------
From: Gabe Teran <[email protected]>
Date: Tue, Jul 9, 2024 at 3:22 PM
Subject: Re: Oxnard city support for cannabis event at The Canyon at OPAC To: Sean Harding <[email protected]>
CC: <[email protected]>, Terrel Harrison <[email protected]> Hi Sean,
Thanks for reaching out. The City Council actually does not typically have events at the OPAC come before them for approval. The property is owned by the City, but the entertainment operations are contracted to Sterling Venue Ventures who usually hosts shows in the large theater, and the OPAC Non-Profit runs the rental side of the facility. My guess would be that those entities have likely entered into an agreement with the host/vendors of the Taco Tuesday event. Just want to give credit where it is properly due, for those who are happy with any of the center's community offerings.

I have CCd the Executive Director for the OPAC non-profit, Carolyn Mullin, as she may be able to provide any additional info on this. I have also CCd our director of Cultural and Community Services, should you have any additional questions about the City's side of the OPAC, or any cultural arts-related efforts.

Thanks again,
Gabe Teran (he/him/él)
City Councilmember, District 2
City of Oxnard
On Tue, Jul 9, 2024 at 3:06 PM Sean Harding <[email protected]> wrote:

Good afternoon, Oxnard folks. I want to commend you for your forward thinking when it comes to embracing events for everyone in the community. I’m hoping this email lands in the right places, so please forgive me if it doesn’t.

I’m looking forward to tonight’s event at The Canyon at OPAC for Taco Tuesday, music, and a host of cannabis vendors. Having grown up in the Bay Area, I’ve always been surrounded by a strong cannabis community. Now that I reside in Oxnard, I’m happy to see this city embracing this kind of gathering as safe spaces for us to enjoy.

I’ve attempted to connect with The Canyon at OPAC but didn’t get a response. My neighbor mentioned the facility is owned by the city and to look for email contacts on your website. I had no luck locating any information dedicated to The Canyon at OPAC, but I did find an arts page that included something about Recreation Services. I figured this was the right place given tonight’s event is a celebration of recreational cannabis. I’m also including all the council members because I’m not sure which one represents my district. Please forgive my ignorance on this matter.

I’m hoping to run into some of you tonight at The Canyon at OPAC. I would love to introduce myself and my sister, Sasha. We're getting more active in the arts scene in Oxnard. I've attached screenshots of the social media posts I found on Instagram.

We’re also interested in organizing fundraisers at the performing arts center to benefit the many talented and skilled artists living and working in this city. Please let us know who we can talk to about planning cannabis related events and any special permits required to make it happen.

Once again, thank you for all you do and for proving Oxnard is a progressive place with a strong creative edge.

All the best.

Sean Harding
Oxnard Resident
ATTACHMENT 1
Estrada, Julie <[email protected]>
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Attachment 1
782
Attachment 1
783
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Attachment 2
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Attachment 2
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Stephen M. Fischer
City Attorney
Office of the City Attorney
305 West Third Street, Suite 100E
Oxnard, CA 93030
(805) 385-7 483
Fax (805) 385-7 423
October 21, 2022

VIA FIRST CLASS AND ELECTRONIC MAIL
Oxnard Performing Arts Center Corporation
800 Hobson Way
Oxnard, CA 93030
ATTN: Carolyn Mullin
Via electronic mail to: [email protected] Re: Oxnard Performing Arts Center
Ms. Mullin:

ATTACHMENT 3

CITY OF
OXNARD
....,, � ����-- CALIFORNIA
City staff has informed the Office of the City Attorney that in recent weeks you have changed the locks and installed security alarms in the rooms located at the Oxnard Performjng Arts Center ("OPAC"), and placed the Uruted States flag at half-staff without authorization.

I am writing this letter to direct that you:
(1) immedfately provide copies of current keys to the locks you have changed, and the alarm codes to the City's Cultural and Commuruty Services Director, Terrel Harrison and to Sterling Venue Ventures owner, Lance Sterling;
(2) change the locks back to their original configurations by November 1, 2022; and (3)
refrain from placing any flags located in or around the OPAC at half-staff in the future without authorization.

The City and Sterling Venue Ventures maintain an agreement for the operation of the rooms at the OPAC. That agreement clearly authorizes Sterling Venue Ventures, and no other individual or entity, to provide alarm morutoring services and to secure the rooms. For avoidance of any doubt, aside 1 787
Attachment 3
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ATTACHMENT 4
Screenshot of a text message containing an image of the rear parking lot for the Performing Arts Center. Richard Belloff of Sterling Venue Ventures received the message from an associate and sent a screenshot to Terrel Harrison.

Attachment
789
Estrada, Julie <[email protected]>
PACC Youth Center
Harrison, Terrel <[email protected]> Thu, Apr 6, 2023 at 1:06 PM To: Carolyn Mullin <[email protected]>, Gary Blum <[email protected]> Cc: "Lance Sterling (primary)" <[email protected]>, Richard Belloff <[email protected]>, Luanne Nast <[email protected]>, Julie Estrada <[email protected]>
Today one of our Coordinators went to the Youth Center located at the Performing Arts & Convention Center and made a troubling discovery. Inside the room that is not to be utilized for programming at this time was a table filled with art supplies and a multi-panel mural standing in the room. It also appears that someone is actively working in the area as lights were left on and fresh paint was out. After some discussion, it was discovered that this mural was facilitated by the Oxnard Performing Arts Center Corporation.

As a reminder this room, its courtyard, and its parking lot is not included in any of the operators agreements with Sterling Venue Ventures and therefore can not be included in any of its sub agreements as this space is for the sole use of the City of Oxnard programs. You have 24 hours to remove the items, moving forward, no one is to enter this room for any reason without city personnel approval and escort. This room is closed for a specific cause and is not to be entered or disturbed without proper clearance. Failure to abide will be considered trespassing on city property and a formal notice will be issued.
--
Terrel Harrison - Cultural & Community Services Director Cultural & Community Services Department
305 West Third Street . 1st Floor - West Wing
Oxnard, California 93030
O: 805.385.7994
www.oxnard.org
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Over the last few weeks there have been some incidents that need to be discussed surrounding the use of facilities at the Oxnard Performing Arts and Convention Center. The first incident was sent to both Carolyn and Gary on April 6th. The message sent was:

Today one of our Coordinators went to the Youth Center located at the Performing Arts & Convention Center and made a troubling discovery. Inside the room that is not to be utilized for programming at this time was a table filled with art supplies and a multi-panel mural standing in the room. It also appears that someone is actively working in the area as lights were left on and fresh paint was out. After some discussion, it was discovered that this mural was facilitated by the Oxnard Performing Arts Center Corporation.

As a reminder this room, its courtyard, and its parking lot is not included in any of the operators agreements with Sterling Venue Ventures and therefore can not be utilized by any of its lessees as this space if for the sole use of the City of Oxnard programs. You have 24 hours to remove the items, moving forward, no one is to enter this room for any reason without city personnel approval and escort. This room is closed for a specific cause and is not to be entered or disturbed without proper clearance. Failure to abide will be considered trespassing on city property and a formal notice will be issued.

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The second incident occurred last week when I received a call from the Mayor with concerns regarding the Performing Arts Center Facility. The first point of concern is that the mayor was made aware of a Fire at the PACC facility, but my office was not made aware of a fire at the location. If there is such an incident that needs to be reported immediately through Sterling Venue Ventures. Martin Boos contacted the Mayor's office saying that he was turned away after being contacted by staff to do a clean up in a courtyard and some paint on the side of the building for an upcoming event. After receiving this message we contacted Carolyn, she said 791
ATTACHMENT 6
that she didn't know what he was talking about, there wasn't a fire, and she hasn't spoken to Mr.

Boos. She did mention that she follows him on social media and knows what he does but she wasn't aware of what we were talking about.

After confirming with the Mayor's office again, I called Mr. Boos to inform him that I spoke with Carolyn and she was not aware of what he was talking about. Mr. Boos reiterated that he received a request from Carolyn tc_:> do a clean-up. I then called Carolyn back and told her Mr.

Boos was adamant that he received a request from her. She then said she left him a message but never actually spoke to Mr. Boos. When I asked why she didn't say that the first time I did not receive a response.

It is important that the City of Oxnard holds faith in those who are in operation of their facilities and the trust in the delivery of complete and true information is key in keeping that faith. Over the last month this now makes twice where we have had to send notices to the Oxnard Performing Arts Center Corporation in regards to conduct. I am not sure what courtyard was in need of a clean-up and paint as our operations contract has all basic upkeep of the areas within the indicated fenced area is to be maintained by the contractor, Sterling Venue Ventures, and through the side letter for the convention/meeting rooms the Non-profit is to maintain and SVV should be notified for any repairs.

Attachment 8
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OXNARD ATTACHMENT 7
Estrada, Julie <[email protected]>
CAUrOIINIA
Fwd: March 31st.
1 message
Harrison, Terrel <[email protected]>
To: "Estrada, Julie" <[email protected]>
FYI
---------- Forwarded message ---------
From: Richard Bellott <[email protected]>
Date: Thu, May 11, 2023 at 12:46 PM
Subject: Fwd: March 31st.

To: Terrel Harrison <[email protected]>
Hi,
Please call me to discuss this.

Richard Bellott
General Manager Oxnard Perfoming Arts Center
818-519-3776
Begin forwarded message:

From: Carolyn Mullin <[email protected]>
Date: May 11, 2023 at 11 :23:21 AM PDT
To: Richard Belloff <[email protected]>
Thu, May 11, 2023 at 1 :13 PM
Cc: Luanne Nast <[email protected]>, Lance Sterling <[email protected]>, Gary Blum <[email protected]>, Gary Davis <[email protected]>, Jose Becerra <[email protected]> Subject: Re: March 31st.

Hi, allApologies as I didn't have my calendar in front of me yesterday. The March 31st event was presented by OPAC, so not a rental and thus not included in the list of rental payments we gave you. Attached is the additional certificate of insurance we pulled for this event. We also had an EMT on-site for the duration of the event and no slip-and-fall (or any big incident), to my knowledge, had been reported.

The 2 other concerts - both rentals - that happened around this time were on Friday, April 7 and another on April 8, both by different promoters/rental clients. If you need additional information on these, please let me or Jose know.

Thank you,
Carolyn
-
OXNARD
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--
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Carolyn Merino Mullin
Executive Director
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Our mission: To foster and seNe our community through inclusive programming, cultural and artistic exchange, and developing people-centered spaces .
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On Thu, May 11, 2023 at 10:57 AM Richard Belloff <[email protected]> wrote:

Good Morning Carolyn,
The date in question we discussed during the meeting yesterday is March 31st. Please send me a copy of the invoice to the promoter and all insurance forms plus their contact information.

Thank you,
Richard Belloff
General Manager Oxnard Perfoming Arts Center
818-519-3776
Terrel Harrison
Cultural and Community Services Director
City of Oxnard
805-385-7995 (P)
f:l Certificate (1).pdf
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ATTACHMENT 7 Type text here
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Stephen M. Fischer
City Attorney
Office of the City Attorney
305 West Third Street, Suite 100E
Oxnard, CA 93030
(805) 385-7483
Fax (805) 385-7423
November 17, 2023

VIA FIRST CLASS AND ELECTRONIC MAIL
Sterling Venue Ventures, LLC.
28912 Roadside Dr.

Agoura Hills, CA 91301
Attn: Lance Sterling
Via electronic mail to: [email protected]
Re: Demand for unpaid rental fees
tv1r. Sterling:

ATTACHMENT 8
CITY Of
OXNARD
� ...,,
-------

CALIFORNIA
I am writing on behalf of the Office of the City Attorney to address a matter of significant concern regarding Agreement No. 8210 ("Agreement") between the City of Oxnard ("City") and Sterling Venue Ventures ("SVV") for the operation of the Oxnard Performing Arts and Convention Center Rooms ("PACC Rooms"). SVV in turn allows the Oxnard Performing Arts Center Corporation ("PACC") operate the PACC Rooms.

As stipulated in Section 4.1 of the Agreement, SVV is obligated to remit 50% of all fees collected from renters of the PACC Rooms to the City -- as outlined in Exhibit C of the Agreement. These rates, established by the Oxnard City Council, are non-negotiable and serve as definitive benchmarks for financial transactions under our co�tractual arrangement.

Regrettably, it has come to light that, over the course of several years, the PACC has either directly organized or permitted third parties to conduct numerous events in the PACC Rooms without remitting the stipulated rental fees to SVV, contravening the terms expressly set forth in the Agreement.
1 Attachment 1
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Attachment 8
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ATTACHMENT 9
LAW OFFICE OF GARY KURTZ, INC.
30101 Agoura Court
Suite 118
Agoura Hills, California 91301
(818) 884-8400 (telephone)
(818) 884-8404 (telefax)
eMail: [email protected]
November 28, 2023
Myers Widders Gibson, Jones & Feingold
39 N. California Street
Ventura, CA 93001
Re: Oxnard Performing Arts Center Corporation
Current Example of Non-Compliance
Dear Counsel:

Gary Kurtz, Esq.

[email protected]
This letter is being addressed to your firm rather than the Oxnard Performing Arts Center Corporation ("OPAC") because your firm has previously indicted representation of OPAC. If that is no longer the case, please make that known immediately so we may communicate directly.

In addition to the myriad of prior issues, Sterling Venue Ventures, LLC ("SW") has recently been given notice that OPAC has failed to comply with financial obligations. Attached is a copy of a disturbing letter that was recently received from Jason Zaragoza, Deputy City Attorney for the City of Oxnard. Mr. Zaragoza expresses concern that PACC rooms have been rented for income without providing the City of Oxnard with the required 50% and has demanded a specific accounting for all events. The due date is January 1, 2024.

SW has complied with its financial obligations and has records of its events to comply with the City's demand. SW does not have the required information for OPAC. Attention is directed to paragraph 2 or the side letter between SW and OPAC, which states:

OPAC will retain 100% of the proceeds from the convention/meeting room rental, less expenses and rent paid to the City.

Rent will be turned into SW management by the first of the month.

Check may be written to SW with appropriate back-up with booking for the next month.
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REVISED AGREEMENT
BETWEEN STERLING VENUE VENTURES and OPAC BOARD OF DIRECTORS (1) SVV agrees to allow OPAC to continue to have an office at the Oxnard Performing Arts Center, through February 28, 2025, in accordance with the stipulations below. (2) SVV must be included or copied on all requests to hold events on property. Should OPAC receive any requests, they will immediately be directed to the SVV GM. (3) OPAC cannot enter into any binding agreements with any third parties to work out of the OPACC. As stated above, the SVV GM must be included or copied on all booking requests for the auditorium, convention/meeting rooms, courtyards, parking lots. Once an event is approved by SVV, OPAC must submit a Rental Agreement Packet form with all supporting documents (customer invoice and subsequent rental agreements and corresponding contracts that involve outside vendors). These agreements and contracts must be printed out on paper and turned into the SVV General Manager. (4) OPAC will retain half of the rent from the events OPAC holds in the convention/meeting rooms, courtyards, parking lots. Rent checks will be delivered to SVV management the first of every month, along with existing excel spreadsheet and completed Net Of Door Form. • Rental rates apply to all events, including those hosted or presented by OPAC. Anytime any part of the property is being used exclusively by OPAC or a client, rent must be collected on the City's behalf. • Any and all sales of alcohol will be conducted by SVV. Therefore, any renter who requests bar service will be referred directly to SVV to handle all contractual arrangements. • SVV will be the sole provider of security staff and will ensure that the conditions outlined in SVV's agreement with the City are met for all events held on the OPACC property. • All food consumed within the premises must be prepared in accordance with the Health Department, FDA, and in accordance with California state law. • The OPAC Board of Directors and all outside vendors must provide proof of insurance, as well as a letter of indemnification to SVV, and must be responsible for reporting and paying sales tax for each respective event.
• OPAC will provide SVV with a list of pre-approved caterers which match the criteria detailed above, and will include SVV on that list. Once the list is submitted and approved, only these caterers will be permitted to perform services on the OPACC property.
(5) OPAC must provide to Sterling a complete list of all property and equipment owned by the non-profit by 3/30/24.

STERLIN G V E N U E VEN TURES
WVvW.WI-IEREMUSICMEETSTHESOUL.COM • 888-645-5006
ATTACHMENT 12
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Attachment 12
807
OXNARD
':::"" �""""
Re: [EXTERNAL]Re: Reservation of the OPAC - Oxnard Room 1 message
Harrison, Terrel <[email protected]>
To: Luanne Nast <[email protected]>
Luanne,
Didn't they work directly with you guys before?
Terrel Harrison
Cultural and Community Services Director
City of Oxnard
805-385-7995 (P)
On Tue, Aug 20, 2024 at 9:55 AM Luanne Nast <[email protected]> wrote:

Hi Terrel,
ATTACHMENT 13
Harrison, Terrel <[email protected]>
Tue, Aug 20, 2024 at 10:00 AM
Please read the email below, which Richard received from the Oxnard School District, and keep in mind that this comes after Richard had already worked out 100% of the details for this event. Another example of sabotage for Carolyn and company ...

Luanne Nast
Sterling Venue Ventures
[email protected]
818.636.5339-cell
888-645-5006-office
The Canyons Agoura HIiis & Montclair
The Saban in Beverly Hills
The Libbey Bowl in Ojai
Oxnard PACC
Begin forwarded message:

From: Richard Belloff <[email protected]>
Subject: Fwd: [EXTERNAL]Re: Reservation of the OPAC - Oxnard Room Date: August 16, 2024 at 4:00:31 PM PDT
To: Luanne Nast <[email protected]>
Richard Belloff
General Manager
Oxnard Performing Arts Center
Libbey Bowl, Ojai
818-519-3776
Begin forwarded message:

From: "Chinas, Mayle" <[email protected]>
Date: August 16, 2024 at 3:07:17 PM PDT
To: Richard Belloff <[email protected]>
Cc: "Ruvalcaba, Teresa" <[email protected]>, Jose Becerra <[email protected]> Subject: Re: (EXTERNAL]Re: Reservation of the OPAC - Oxnard Room Hello Mr. Richard,
Hope this email finds you doing well.

I would like to follow up with you regarding our request of a quote for the date of April 3rd, 2025.

I was informed of the process of reserving the smaller rooms at the OPAC would happen with Jose Becerra. Since we were instructed that we need to contact the corresponding personal for reservations, I will need to cancel any reservation request I had made with you for this date, April 3rd, 2025 for the use of the Oxnard Room.

I have contacted Jose already and we will be reserving the Oxnard room with him for the date of April 3rd, 2025.

Thank you, I appreciated your help when it came to the help on this reservation months back when I contacted you. We look forward to working with you soon in the future.
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ABOUT STERLING VENUE VENTURES:

Lance Sterling isn’t just “in the music business,” he’s been a key player in the development of the industry since 1982, and Sterling Venue Ventures has played an integral part in the evolution of live music entertainment for 25 years.

Most recently, Lance Sterling has been named the new Chief Entertainment Officer for the Dolby Theatre in Hollywood and is in talks with Met Life Stadium and the American Dream Mall about opening a new 3500 seat venue in East Rutherford, New Jersey.

Sterling Venue Ventures produces more concerts in Southern California than any other single promoter. In just the past two years SVV has produced 1757 concerts, in the area, generating well over $16,000,000 in ticket sales. The company owns The Canyon Agoura Hills and The Canyon Montclair, operates The Saban Theatre in Beverly Hills and Oxnard Performing Arts Center, and presents concerts at Redondo Beach PAC, among other city-owned venues. The company also owns and operates Sterling Steak & Lounge in Park City, UT.

SVV concerts feature national touring acts of all genres, from Foo Fighters to Smokey Robinson to Paul Anka to Styx, Pat Benatar, Kenny Loggins, Rick Springfield, and America, to Stone Temple Pilots, Vampire Weekend, The Neighborhood, 311 and more.

SVV also takes an active role in developing new and upcoming talent. Just some of the acts that got their start on SVV stages include Brad Paisley, Imagine Dragons, Ben Harper, Panic At The Disco, and One Republic.

The SVV team is comprised of an experienced group of industry professionals covering all aspects of live music, from booking to marketing, ticketing, production, concessions, and security.

That expertise pays off in a big way: 200,000 unique views per month on the www.wmmts.com website, 127,000+ in the SVV email database, immense social media presence, nearly 100,000 people through the doors each month.

The SVV team is proud that our efforts culminate in bringing live music to the masses, and the particular areas where people live, shop, work…and enjoy.

OVERVIEW OF THE ORGANIZATION INCLUDING LEGAL STRUCTURE, PRINCIPAL

OFFICERS & ORGANIZATION STRUCTURE
Sterling Venue Ventures is a single entity Limited Liability Corporation. The LLC’s manager is Lance C Sterling. SVV Tax ID: 95-4810799

RESUMES OF KEY EXECTIVE PERSONNEL AND STAFF
LANCE C. STERLING
814
As President and Chief Executive Officer of Sterling Venue Ventures, Lance Sterling owns over 40 years of experience in the entertainment field. Truly, he is an architect in the world of live entertainment. Sterling has pioneered the concept of concert routing in Southern California by establishing individual markets with a 30-mile radius, breaking up Southern California into ten viable markets as opposed to one. Previously, talent was only allowed to play one show in Los Angeles, with a 100 mile and 90-day radius clause. By establishing multi-day runs in Southern California, Sterling has put an end to the monopolistic practice of 100-mile radius clauses imposed by Live Nation, AEG, Goldenvoice, and Nederlander. 25 years ago, Sterling opened the doors of The Canyon Agoura Hills, and subsequently has opened in eight additional markets (Beverly Hills, Montclair, Burbank, Santa Clarita, Ojai, Oxnard, Redondo Beach, and Park City, UT) booking nearly 1700 concerts a year in Southern California, which is the largest number of concerts produced annually by a single entity in the state. Sterling has also partnered with Mack10 on National R&B tours. Over the past 40 years, Sterling has produced approximately 60,000 concerts and 50 million plus customers have gone through his venues’ doors. Additionally, Sterling has booked over 100 million in Special Events, and his Charity Fundraising Program has contributed over 26 million dollars to worthy causes.

Two years ago, Sterling expanded into Utah, where he owns the Sterling Steak & Lounge, and operates the New Park Amphitheater in Park City. Most recently, he was named Chief Entertainment Officer of the Dolby Theatre in Hollywood.

What’s more, Lance has established healthy and hearty working relationships with a vast number of area businesses and schools by making the Sterling venues available for charity fundraisers at least once a month.

Over 500 school fundraisers have been held at SVV venues, which have helped local schools to the tune of $25,000,000.00 in funds raised. Plus, Sterling venues have hosted over 100 school special events, award banquets, corporate parties, etc., over the years, thus creating a bevy of satisfied and civic-minded customers.

Sterling is one of the founders of the House Of Blues organization. He designed, opened and operated over 13 successful venues in markets as diverse and powerful as Boston, New Orleans, Los Angeles, Orlando and Chicago. Additionally, Sterling built out and then operated the 88,000 sq. ft. Atlanta-based Tabernacle (from 1997- 2000), which was voted by Rolling Stone magazine: “Best Place to See Live Music.” Likewise thanks to this successful venture, Lance was credited by the Atlanta Journal Constitution with saving downtown Atlanta!

CARYN STERLING
Discovering JoJo Siwa on the heels of her first season on Lifetime’s Dance Moms, Caryn had an immediate and clear vision for JoJo beyond her amazing talents as a dancer, envisioning her becoming a major and powerful brand and persona. With that vision in mind, Caryn set out to create longevity for JoJo as an entrepreneur, consumer products licensor, inventor, and a role model with anti-bullying message throughout, as well as a triple threat entertainer, social media influencer and content creator building a “platform with a purpose.” In a short first six months as manager, Caryn had JoJo in the offices of executes across the landscape of the entertainment industry from coast to coast, and set in motion initiatives including brand identity, logos, trademarks, featured TedX speaker, branded merchandise, licensing and distribution deals including a private line in 1000 Claires stores, publishing, songwriting/music video execution and release, social responsibility initiatives, independently produced content and treatments with even more brewing in the creative vault. Five years later, JoJo Siwa was estimated to be a billion-dollar brand.

With over 22 years of experience in the entertainment industry, Caryn has an arsenal of skills and network of executive level relationships to operate successfully at the intersection of consumer product design, sourcing, manufacturing, distribution, patents, trademarks, private label design, licensing, marketing, brand development, talent management and consulting.
815
From her New York City business roots to a core spot with House Of Blues at the 1996 Olympics, Caryn never turned back. Directing Sales, Marketing and sponsorship efforts across all venues, she was also a key team player in opening six new House of Blues venues, and a Super Bowl halftime show in New Orleans.

After meeting her soul mate and eventual husband and business partner, Lance and Caryn Sterling co-founded Sterling Worldwide Entertainment, Inc., which spawned Sterling Venue Ventures, LLC, which owns and operates concert/entertainment venues, and has established Lance Sterling as the #1 venue developer /owner / operator and independent promoter west of the Mississippi.

Caryn’s accomplishments have been featured in numerous media, including Forbes, Rolling Stone, Entertainment Weekly, and more.

DANA MORRIS
Dana joined Sterling Venue Ventures in January of 2017 after over 30 years of event and venue management.

After starting at the Rose in Pasadena he was quickly promoted to be GM of the Saban in Beverly Hills, a 2000 seat historic landmark theater. He greatly increased the rental business from $150-200k a year to over $2.5 Million a year bringing in such clients as Disney, Apple TV, Fox, Universal and other film companies for premieres and screenings. He has also greatly increased the rental business with international concerts, speakers, podcasts, film shoots, galas and theatrical performances.

In 2020 he was promoted to VP of Operations for Sterling Venue Ventures and oversees hiring and managing all the venue managers. In addition, he oversees the special event sales staff for the entire company and has increased the sales to $5 million a year and growing. He is working on expanding the sales to newly acquired venues, such as the Dolby Theatre in Hollywood. His goal is to increase the annual sales to over $10 million in rentals and special events in 2025.

LUANNE NAST
Luanne Nast is an accomplished veteran of the music industry and is fully integrated in the entertainment field, having contributed to the career development of artists like Michael Bolton, Bryan Adams, Pearl Jam, Night Ranger, Foreigner, Melissa Etheridge, Damn Yankees, Bruce Hornsby, Joan Jett and many others. Additionally, her own artist management company, Luna Unlimited, represented actress Katie Cassidy, singer/songwriter Jeremy Kay, and Stryke 5, who toured the nation as opening act for Britney Spears.

In her 14 plus years at The Network Magazine Group, as VP/Managing Editor, Ms. Nast worked closely with every major record company in developing advertising campaigns for their rock and pop artists, many of whom are still touring, and still grace the charts today.

Over the past 21 years, Ms. Nast brought her vast experience to Sterling Venue Ventures, where she has overseen the opening and development of Canyon venues in Agoura Hills, Las Vegas, Beverly Hills, Ojai, Oxnard, Montclair, and Santa Clarita. She continues to head up Development, Marketing and Sponsorship operations for the company.

DAVE HEWITT
Dave Hewitt is a Licensed Talent Agent with the ability to buy and sell talent at every level, in addition to being a Talent Agency Owner and a VP at Sterling Venue Ventures. At SVV he specializes in contracts, building theme nights and tribute acts, as well as handling settlement procedures. He has been with SVV since the company’s inception and has assisted in the booking of hundreds of bands. Independently, Hewitt owns and 816
operates a successful music agency, DMH Enterprises, which works closely with event planners, casinos, parks and fairs across the United States.

ROGER LEBLANC
Roger LeBlanc is an expert in producing live concert events that cross multiple generations and genres; LeBlanc, through his company Romeo Entertainment Group, works in various capacities with well known venues, festivals and events throughout the nation.

In addition to the Sterling venues, Mr. LeBlanc books talent for the KAABOO festival, and venues including The War Memorial in Nashville, The Coach House in Orange County, CA, and several others. Pre-pandemic, Roger and his team were responsible for over $20M in talent booking annually. Roger’s company is one of the largest independent music buyers on the United States. IEBA’s “Buyer of The Year” in 2016, Mr. LeBlanc was awarded that same honor by the concert industry’s leading trade publication, PollStar, in 2015.

COMPLETE AND DETAILED HISTORY OF OUR ORGANIZATION’S FACILITY MANAGEMENT

EXPERIENCE
Sterling Venue Ventures solely owns and operates The Canyon Agoura Hills, The Canyon Montclair, and Sterling Steak & Lounge in Park City, UT. In addition to presenting and hosting concerts and special events, these venues feature full-service kitchens with appropriate staffing to offer full dinner service at all events. Of course, SVV also handles all facets of production, promotion, security, ticketing, box office, ushers, hospitality, building maintenance, upkeep and repairs.

Since 2013 SVV has successfully operated the 1893 seat Saban Theatre in Beverly Hills. As venue operator, SVV personnel handle all aspects of management; booking our own self-promoted concerts, working with outside organizations who wish to host concerts, special events, film shoots, TV tapings etc. With regard to concerts and special events, SVV handles 100% of the production, promotion, security, ticketing, box office, ushers, hospitality, and concessions. Likewise, SVV handles venue maintenance, upkeep and repairs.

From 2016 – 2024, SVV worked with the City of Ojai to produce up to 24 concerts per year at the Libbey Bowl, a 1200 seat outdoor venue. For these concerts SVV provided 100% of the production, promotion, ticketing, box office, ushers, hospitality and concessions.

In early 2020, the City of Oxnard contracted with SVV to operate the Oxnard Performing Arts & Convention Center. The venue features a 1600 seat auditorium, two special event rooms with capacities of 500 and 250 respectively, and four small classrooms, as well as a sprawling courtyard. Of course, due to the on-set of the Covid-19 pandemic, SVV was unable to present concerts inside the venue for the first year and a half of that agreement. In a way, that worked to the organization’s advantage. The venue had been constructed in the 1950s and was in need of numerous upgrades: air conditioning, drainage, bringing kitchen and bar areas up to current code, water heater replacement, theatre-door replacement, installation of a new LED marquee, courtyard cleanup and general maintenance. During this time period, SVV was able to host several “Drive-In” concerts, and smaller events on the patio. Since 2022, SVV now produces over 100 concerts and/or special events in the auditorium.

Sterling Venue Ventures has also produced concerts at the city-owned Starlight Bowl in Burbank, which has a capacity of 5000. In addition to producing their own concerts at the venue where SVV handled 100% of the production, promotion, security, ticketing, box office, ushers, and hospitality, SVV has also provided sound and lighting for the City of Burbank’s Summer Concert Series. 817
More recently, SVV has produced a number of concerts at the Redondo Beach Performing Arts Center, in which they handle 100% of the production, promotion, security, ticketing, box office, ushers, hospitality, and concessions.

MARKETING / OUTREACH
Sterling Venue Ventures boasts vast experience in multi-faceted marketing. SVV owns an email data base of over 127,000+, and that number is constantly expanding. SVV has the ability to blast the same message to the entire base, or to break that data base into segments based on location, preference of musical genre, ticket purchase history, etc.

SVV’s weekly print advertisements are seen in 40+ newspapers across Southern California, and our www.wheremusicmeetsthesoul.com website garners in excess of 200,000 views per month. Each of the SVV venues features numerous video screens which broadcast upcoming events at all locations, and are seen by the thousands upon thousands of people who come through SVV’s doors each month. All this coupled with SVV’s radio and TV advertising, and a strong presence on social media (Facebook, Instagram, X, TikTok, Google Advertising), rounds out the package.

SVV’s strong working relationship with AXS ticketing also offers advantages and marketing opportunities to reach a vast number of concert ticket buyers across the state. Though SVV retains a relationship with AXS, the company also works with Ticketmaster, Events.com and various ticket discounting agencies as needed, including GroupOn and GoldStar.

Further, SVV staffers are experts at hitting the streets with posters, flyers, and strategically placed complimentary tickets to help promote the concerts, and get people into the venues.

In addition, SVV venues are well-known for their community outreach, and in particular helping local schools and charitable causes raise millions for their deserving causes. To accomplish this feat, SVV collaborates with artists who are performing at their venues to donate tickets to upcoming shows so that schools, youth organizations and nonprofits can sell them and keep the cash. In addition, SVV also provides special offers to school activities and clubs to host special events at a discounted rate. Perhaps needless to say, these actions create goodwill in the community, and appreciation for SVV venues, which helps spur sales and interest in the company’s commercial concert events.

INDUSTRY& CITY GOV’T RELATIONSHIPS
For the past 20+ years, Sterling Venue Ventures has worked successfully with every major talent agency in existence today: WME, CAA, UTA, APA, AGI, MPI, Paradigm, TKO, Artists Worldwide, Paradise Artists, Mob Agency, Reliant, and others.

Sterling Venue Ventures has ample staffing to draw from, which is more than capable to handle the influx of a large concert audience. Staff includes experienced sound and lighting techicians, stagehands, security personnel, box office personnel, marketing staff – complete, turn-key event staff. Each event is staffed according to staffing guidelines, with respect to the size of the various events, already in place at Sterling Venue Ventures. Additionally, Sterling Venue Ventures has access and the ability to permanently install a front of house sound system, monitoring for the stage, and a permanent lighting pan to allow competitive offers against the major competition of Live Nation, AEG (and its subsidiary Goldenvoice).

SVV’s history of successful collaborative relationships with City/Municipal governments is explamary. From 2016 to 2024, Sterling Venue Ventures worked closely with the City Of Ojai in producing concerts at The Libbey Bowl. Similarly, SVV worked with the City of Burbank and its Starlight Bowl. In fact, SVV was hired 818
by the City of Burbank to upgrade the facility to bring it up to current standards and quality, even remodeling and adding air conditioning to the backstage green rooms. Further, SVV works with the City of Oxnard on a daily basis in operating, upgrading and maintaining the Oxnard Peforming Arts & Convention Center.

SVV works closely with the City of Beverly Hills at the Saban Theatre location, hosting special events for the City such as the annual Chinese New Year event, the City’s 100 year Anniversary Celebration, etc.

In February of 2020 Sterling Venue Ventures teamed up with the City of Oxnard with an Agreement to operate the Oxnard Performing Arts & Convention Center. The venue had been under used and under-appreciated, but with Sterling at the helm, the Center has been repaired, upgraded and restored to prominence in the entertainment marketplace.

All SVV locations work closely with local police and fire departments. In fact, a few years ago, The Canyon Agoura Hills hosted a benefit for first responders following the devasting wildfires that ravaged Ventura County and surroundning areas. The benefit received television coverage on no less than three Los Angeles television stations.

SVV supports area print, radio and TV media with advertising, and occassionally offers special discounts and pre-sales for local residents.

FUTURE GOALS
Due to the increasing cost of labor, salaries, sales taxes, the tightening entertainment dollar and the evolution of the live entertainment industry, SVV intends to move away from club/restaurant – type venues to concentrate on the more efficient and higher yielding 2000 to 4000-seat theatres and entertainment centers. Toward that end, expansion plans are currently in the works for East Rutherford, New Jersey and Miami, Florida, among other competitive marketplaces.

SVV is a one-stop shop, complete with a first-rate, top-notch staff with 25+ years’ experience in booking / producing / promoting and operating concert venues. The organization looks forward to new challenges and to applying its expertise and commitment to its existing owned and affiliated venues, as well as those currently in development and beyond.

FOR MORE INFORMATION
Please visit our website https://wheremusicmeetsthesoul.com for a look at upcoming events. 819
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AMENDED AND RESTATED AGREEMENT FOR OPERATIONS OF THE OXNARD

PERFORMING ARTS AND CONVENTION CENTER AUDITORIUM AND THE

OXNARD PERFORMING ARTS AND CONVENTION CENTER ROOMS
This AMENDED AND RESTATED AGREEMENT (hereafter, the “Agreement”), is made and entered into on this ______ day of ________, 2025 by and between STERLING VENUE VENTURES, LLC., a California Limited Liability Corporation (“SVV”), and THE CITY OF OXNARD, a California municipal corporation (“CITY”), hereinafter referred to individually as “PARTY” or collectively as the “PARTIES.”

RECITALS
WHEREAS, the CITY owns and controls the Oxnard Performing Arts and Convention Center (“PACC”) located at 800 Hobson Way in Oxnard, California; and WHEREAS, the CITY desires to operate PACC as a community resource to support cultural development for the Oxnard community, provide a location for local and regional events for individuals, organizations and businesses, and to promote and provide entertainment, recreational and cultural events and activities for Oxnard residents; and WHEREAS, the CITY desires to secure professional Event services for the PACC Auditorium, and SVV is qualified and willing to provide the professional Event services; and.

WHEREAS, the CITY desires to secure professional Event services for the PACC Rooms, and SVV is qualified and willing to provide the professional Event services; and WHEREAS, the CITY entered into that certain “Agreement for Operations of the Oxnard Performing Arts and Convention Center Auditorium” with SVV dated February 18, 2020 (Agreement A-8209); and
WHEREAS, the CITY entered into that certain “Agreement for Operations of the Oxnard Performing Arts and Convention Center Rooms” with SVV dated February 18, 2020 (Agreement A-8210); and
WHEREAS, Section 2.2 of both Agreement A-8209 and Agreement A-8210 provides that the agreements may be extended by up to an additional five (5) years by mutual agreement in writing between the City and SVV, subject to City Council approval; and WHEREAS, both the City and SVV wish to combine Agreement A-8209 and Agreement A-8210 into one agreement, make limited amendments to the combined agreement and extend the term of the combined agreement until March 1, 2030.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, CITY and SVV agree as follows:

Final version 2/4/25
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ARTICLE 1 DEFINITIONS

1.1 BAND COSTS – means any and all costs associated with live entertainment at an EVENT.

1.2 CAPITAL IMPROVEMENT – means the installation, construction or reconstruction of public improvements.

1.3 CAPITAL REPLACEMENT – means the replacement of parts or portions of public improvements, such as buildings, structures, pavement, and the like, which have met or exceeded their prescribed life cycles or which have been damaged by accident, acts of third parties, weather and other acts of nature and the like, requiring significant outlays of capital.

1.4 CITY EVENT – means any presentation, show, performance, showcase or any other live entertainment funded and organized by a CITY Department held at the PACC AUDITORIUM or the PACC ROOMS.

1.5 EVENT- means any presentation, show, performance, showcase or any other live entertainment booked by SVV hosted at the PACC AUDITORIUM or the PACC ROOMS.

1.6 LABOR COSTS- means any and all direct and indirect costs associated with staffing any event at the PACC AUDITORIUM or the PACC ROOMS.

1.7 MAINTENANCE – means the routine and customary care and replacement of grounds, buildings, lighting, and pavement, and the like, not requiring significant outlays of capital.

1.8 PACC – means the Oxnard Performing Arts and Convention Center, located at 800 West Hobson Way in Oxnard, California.

1.9 PACC AUDITORIUM – means the facility, labeled “Auditorium,” depicted in “Exhibit A” of this Agreement.

1.10 PACC ROOMS – means the facilities labeled and depicted in “Exhibit B” of this Agreement. Throughout this Agreement, PACC ROOMS are sometimes called “Meeting Rooms”

1.11 PACC PROPERTY – means the Oxnard Performing Arts and Convention Center property as depicted in “Exhibit C” of this Agreement.

ARTICLE 2 TERM OF AGREEMENT

2.1 SVV shall exclusively operate the Oxnard Performing Arts Center Auditorium (“PACC AUDITORIUM”), as depicted in “Exhibit A,” attached hereto and incorporated by this reference, from March 1, 2020 until March 1, 2030.

2.2 SVV may, in its sole discretion, operate the Oxnard Performing Arts Center Rooms (“PACC ROOMS”), as depicted in “Exhibit B,” attached hereto and incorporated by this