Agenda packet — Oxnard City Council, May 5, 2026 (part 4 of 6)

08.01.2025 Update
Wilson Park Infiltration BMP (S) Applicable Applicable Applicable Applicable Applicable Not Applicable Applicable Applicable Applicable Applicable Driffill Elementary Basketball Courts Infiltration Applicable Not Applicable Not Applicable Applicable Applicable Not Applicable Applicable Applicable Applicable Applicable Mariner's Place Green Streets Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Not Applicable Applicable Not Applicable Applicable Applicable Applicable Applicable Southwest Community Park Infiltration BMP (S) Applicable Applicable Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Not Applicable Applicable Chesapeak Drive Infiltration BMP (S) Not Applicable Applicable Not Applicable Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Not Applicable Seabridge Planter East Infiltration BMP (S) Not Applicable Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Not Applicable Dunkirk Park Infiltration BMP (S) Applicable Applicable Applicable Not Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Not Applicable Campus Park Infiltration BMP (S) Applicable Applicable Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Applicable OApplicablenard Airport Central Infiltration BMP Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable OApplicablenard School District Administration Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Applicable Applicable Applicable Applicable Marina West Park Infiltration BMP (S) Applicable Applicable Applicable Not Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Not Applicable N Patterson Rd Green Streets Infiltration BMP (S) Not Applicable Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable Seabridge Planter West Infiltration BMP (S) Not Applicable Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Not Applicable S Victoria Ave Green Streets Infiltration BMP (S) Not Applicable Applicable Not Applicable Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Not Applicable Edison Doris East Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable OApplicablenard High Infiltration BMP (S) Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable Kiddie Beach ROW Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Not Applicable Not Applicable Doris Drain Outfall Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable Edison Doris West Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable Kellner Doris Ag Field Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable OApplicablenard Airport Southwest Infiltration Not Applicable Not Applicable Not Applicable Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable OApplicablenard Airport Northwest Infiltration BMP Not Applicable Not Applicable Not Applicable Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable Sea Air Park Infiltration BMP (S) Applicable Applicable Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Not Applicable Applicable W 5th St Drain Outfall Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable W Wooley Rd Drain Outfall Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Not Applicable Edison Hemlock Drain North Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Not Applicable Marathon Drain Outfall Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable Oliveira Development Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Not Applicable Applicable Not Applicable Applicable Applicable Applicable Not Applicable Seabridge Elementary Infiltration BMP (S) Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Not Applicable Marathon W 5th St Ag Field Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable HHR W 5th St Ag Field Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable Diacos Private Ag Field Drain Outfall Infiltration Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Not Applicable Mangeon W 5th St Ag Field Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable OApplicablenard Airport East Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable County Parcel S Ventura Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Applicable Applicable Not Applicable Applicable Borchard Doris Drain Ag Field Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable Driffill Elementary Baseball Field Infiltration BMP Applicable Not Applicable Not Applicable Applicable Applicable Not Applicable Applicable Applicable Applicable Applicable Faith Community Church Infiltration BMP (S) Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Applicable Plaza Park Infiltration BMP (S) Applicable Applicable Applicable Not Applicable Applicable Not Applicable Applicable Applicable Applicable Applicable Oliveira Plaza Parking Lot Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Applicable Applicable Not Applicable Applicable Applicable Applicable Not Applicable Teal Club Infiltration BMP (S) Not Applicable Not Applicable Not Applicable Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable Doris Drain Outfall Agricultural Runoff Treatment Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable W 5th St Drain Outfall Agricultural Runoff Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable Marathon Drain Outfall Agriciltural Runoff Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Applicable Applicable Not Applicable Applicable Diacos Private Ag Field Drain Outfall Agricultural Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Not Applicable Edison Canal Pump Resumption- 67 MGD (RW) Applicable Not Applicable Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Decommission CanalPartialConvert to Engineered Not Applicable Applicable Applicable Not Applicable Not Applicable Partial Partial Applicable Not Applicable Partial Passive Circulation Enhancements (RW) Applicable Applicable Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Open Passive Edison Canal Connection to Ocean Applicable Not Applicable Applicable Not Applicable Not Applicable Partial Partial Applicable Not Applicable Partial Storage Tank Water Release between Applicable Not Applicable Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Decommission CanalPartialStorage Tank (RW) Applicable Applicable Applicable Not Applicable Not Applicable Partial Partial Applicable Not Applicable Partial Edison Canal Pump Resumption- 4.3 MGD (RW) Applicable Not Applicable Applicable Not Applicable Not Applicable Not Applicable Not Applicable Applicable Not Applicable Not Applicable Tab 2- Community Benefits Page 4 of 10
881

08.01.2025 Update
Implementation
Considerations
Line Item
Project Name Additive % Load Reduction Reduction Ranking Cost-Effectiveness
($/% Aggregate Load
Reduction)
Cost-Effectiveness
Ranking Geometric Mean Rank Capital Cost Category
Lifecycle Cost
Category
Implementation
Considerations
Category
Aesthetic
Improvements
Community
Benefits Total
DAC Benefits Contributes to
Maintenance of Rec2 Std
Contributes to WQ
Commensurate with
Rec-1 Std
1 Targeted Nutrient/Pesticide Source Control- Outreach 77% 1 $ 34,665 2 1.4 $ $$ Low No Better Yes Yes Yes 2 Targeted Nutrient/Pesticide Source Control- 62% 2 $ 5,300 1 1.4 $ $ Medium No Better Yes Yes Yes 3 Targeted Bacteria Source Control - Animal Waste 51% 3 $ 45,962 3 3.0 $ $$ Low No Better Partial Yes Yes 4 Municipal Operations Enhancement Source Control - 49% 4 $ 478,054 5 4.5 $ $$$ Low Partial Better Partial Yes Yes 5 Targeted Nutrient/Pesticide Source Control- Illicit 27% 6 $ 60,073 4 4.9 $ $$ Low Partial Better Yes Yes Yes 6 Oliveira Plaza Parking Lot Infiltration BMP (S) 27% 5 $ 2,065,112 11 7.4 $$$ $$$$ Medium Partial Good No Yes Yes 7 Oxnard Airport East Filtration BMP (S) 25% 7 $ 2,327,652 13 9.5 $$$ $$$$ Medium Partial Good Yes Yes No 8 Oxnard Airport East Infiltration BMP (S) 24% 8 $ 2,290,818 12 9.8 $$$ $$$$ Medium Partial Good Yes Yes Yes 9 Oliveira Plaza Parking Lot Filtration BMP (S) 21% 9 $ 2,964,011 15 11.6 $$$ $$$$ Medium Partial Good No Yes No 10 Campus Park Infiltration BMP (S) 19% 10 $ 2,882,848 14 11.8 $$$ $$$$ Low Partial Better No Yes Yes 11 Trash Reduction - Source Reduction Strategies (NS) 6% 24 $ 645,649 6 12.0 $ $$ Low Partial Best Yes Yes Yes 12 Trash Reduction - Mechanical Filtration (NS) 11% 18 $ 1,122,898 9 12.7 $ $$ Low Partial Better Partial Yes Yes 13 County Parcel S Ventura Infiltration BMP (S) 17% 12 $ 3,267,732 16 13.9 $$$ $$$$ Medium Partial Good No Yes Yes 14 Campus Park Filtration BMP (S) 15% 13 $ 3,546,360 18 15.3 $$$ $$$$ Low Partial Better No Yes No 15 Wilson Park Infiltration BMP (S) 13% 14 $ 3,528,380 17 15.4 $$$ $$$ Low Partial Best No Yes Yes 16 Wilson Park Filtration BMP (S) 10% 19 $ 3,575,943 19 19.0 $$ $$$ Low Partial Best No Yes No 17 County Parcel S Ventura Filtration BMP (S) 12% 15 $ 4,745,938 32 21.9 $$$ $$$$ Medium Partial Good No Yes No 18 N Patterson Rd Green Streets Infiltration BMP (S) 9% 21 $ 4,284,384 25 22.9 $$$ $$$ Medium Partial Good Yes Yes Yes 19 Targeted Bacteria Source Control - Homeless 18% 11 $ 8,444,541 51 23.7 $ $$$$ Medium Partial Better Yes Yes Yes 20 Edison Doris East Infiltration BMP (S) 11% 17 $ 5,234,972 33 23.7 $$$ $$$$ Medium Partial Good Yes Yes Yes 21 Edison Hemlock Drain North Infiltration BMP (S) 6% 29 $ 3,917,269 20 24.1 $$ $$$ Medium Partial Limited No Yes Yes 22 Mariner's Place Green Streets Infiltration BMP (S) 6% 26 $ 4,235,187 23 24.5 $$ $$$ Medium Partial Good No Yes Yes 23 N Patterson Rd Green Streets Filtration BMP (S) 7% 23 $ 4,320,617 26 24.5 $$ $$$ Medium Partial Good Yes Yes No 24 Seabridge Planter East Infiltration BMP (S) 9% 20 $ 4,658,362 31 24.9 $$$ $$$ Low Partial Limited No Yes Yes 25 Doris Drain Outfall Agricultural Runoff Treatment 0.4% 90 $ 867,206 7 25.1 $ $ Medium Partial Good Yes Yes No 26 Edison Hemlock Drain North Filtration BMP (S) 5% 33 $ 4,216,268 22 26.9 $$ $$$ Medium Partial Limited No Yes No 27 W 5th St Drain Outfall Agricultural Runoff Treatment 0.3% 91 $ 979,415 8 27.0 $ $ Medium Partial Good Yes Yes No 28 Marina West Park Infiltration BMP (S) 6% 27 $ 4,325,362 27 27.0 $$ $$$ Low Partial Good No Yes Yes 29 S Victoria Ave Green Streets Infiltration BMP (S) 5% 32 $ 4,267,483 24 27.7 $$ $$$ Medium Partial Limited No Yes Yes 30 Oxnard Airport Southwest Infiltration BMP (S) 8% 22 $ 5,379,217 35 27.7 $$$ $$$ Medium Partial Good Yes Yes Yes 31 Mangeon W 5th St Ag Field Filtration BMP (S) 4% 40 $ 3,995,002 21 29.0 $ $$ Medium Partial Good Yes Yes No 32 Targeted Bacteria Source Control - Sewer System 11% 16 $ 9,995,621 57 30.2 $ $$$$ Low No Good Partial Yes Yes 33 Marathon Drain Outfall Agriciltural Runoff Treatment 0.2% 93 $ 2,062,473 10 30.5 $ $ Medium Partial Good Yes Yes No 34 Mariner's Place Green Streets Filtration BMP (S) 5% 34 $ 4,364,557 28 30.9 $$ $$$ Medium Partial Good No Yes No 35 S Victoria Ave Green Streets Filtration BMP (S) 5% 35 $ 4,489,204 29 31.9 $$ $$$ Medium Partial Limited No Yes No 36 Marina West Park Filtration BMP (S) 5% 36 $ 4,518,103 30 32.9 $$ $$$ Low Partial Good No Yes No 37 Seabridge Planter East Filtration BMP (S) 5% 31 $ 5,867,920 38 34.3 $$ $$$ Low Partial Limited No Yes No 38 Oxnard School District Administration Parking Lot 4% 37 $ 5,768,072 36 36.5 $$ $$$ Medium Partial Better No Yes Yes 39 Edison Doris East Filtration BMP (S) 6% 28 $ 8,055,754 48 36.7 $$$ $$$ Medium Partial Good Yes Yes No 40 Sea Air Park Infiltration BMP (S) 4% 38 $ 5,779,403 37 37.5 $$ $$$ Low Partial Better No Yes Yes 41 Edison Doris West Infiltration BMP (S) 6% 30 $ 9,857,782 55 40.6 $$$ $$$$ Medium Partial Good Yes Yes Yes 42 Plaza Park Infiltration BMP (S) 3% 43 $ 6,145,911 39 41.0 $$ $$$ Low Partial Best No Yes Yes 43 Oxnard School District Administration Parking Lot 3% 44 $ 6,872,142 40 42.0 $$ $$$ Medium Partial Better No Yes No 44 Doris Drain Outfall Filtration BMP (S) 2% 52 $ 5,355,968 34 42.0 $ $$ Medium Partial Good Yes Yes No 45 Faith Community Church Infiltration BMP (S) 4% 41 $ 7,216,623 44 42.5 $$ $$$ Medium Partial Good No Yes Yes 46 Sea Air Park Filtration BMP (S) 3% 45 $ 6,886,328 41 43.0 $$ $$$ Low Partial Better No Yes No 47 Non-Structural Operational Stormwater Programs - 6% 25 $ 17,744,075 79 44.4 $ $$$$ Low No Better Yes Yes Yes 48 Borchard Doris Drain Ag Field Filtration BMP (S) 3% 49 $ 8,009,935 46 47.5 $$ $$$ Medium Partial Good Yes Yes No 49 Plaza Park Filtration BMP (S) 2% 53 $ 7,208,195 43 47.7 $ $$ Low Partial Best No Yes No 50 Borchard Doris Drain Ag Field Infiltration BMP (S) 2% 55 $ 7,115,944 42 48.1 $$ $$ Medium Partial Good Yes Yes Yes 51 Driffill Elementary Basketball Courts Infiltration BMP 4% 39 $ 10,919,669 62 49.2 $$$ $$$ Medium Partial Better No Yes Yes 52 Kellner Doris Ag Field Infiltration BMP (S) 3% 48 $ 9,293,050 54 50.9 $$ $$$ Medium Partial Good Yes Yes Yes 53 Marathon W 5th St Ag Field Infiltration BMP (S) 2% 58 $ 7,775,594 45 51.1 $$ $$ Medium Partial Good Yes Yes Yes 54 Oxnard Airport Southwest Filtration BMP (S) 3% 47 $ 9,900,279 56 51.3 $$ $$$ Medium Partial Good Yes Yes No 55 Faith Community Church Filtration BMP (S) 3% 51 $ 8,652,355 52 51.5 $$ $$$ Medium Partial Good No Yes No 56 Mangeon W 5th St Ag Field Infiltration BMP (S) 2% 59 $ 8,013,679 47 52.7 $$ $$ Medium Partial Good Yes Yes Yes 57 HHR W 5th St Ag Field Filtration BMP (S) 2% 60 $ 8,186,433 49 54.2 $ $$ Medium Partial Good Yes Yes No 58 Oxnard High Infiltration BMP (S) 4% 42 $ 14,717,072 70 54.2 $$$ $$$$ Medium Partial Good Yes Yes Yes 59 Oxnard Airport Northwest Infiltration BMP (S) 3% 50 $ 10,185,771 59 54.3 $$ $$$ Medium Partial Good Yes Yes Yes 60 Oliveira Development Infiltration BMP (S) 2% 56 $ 8,919,264 53 54.5 $$ $$ Medium Partial Good No Yes Yes 61 HHR W 5th St Ag Field Infiltration BMP (S) 2% 62 $ 8,298,248 50 55.7 $$ $$ Medium Partial Good Yes Yes Yes 62 Edison Doris West Filtration BMP (S) 3% 46 $ 16,657,056 74 58.3 $$$ $$$$ Medium Partial Good Yes Yes No 63 Oxnard Airport Northwest Filtration BMP (S) 2% 65 $ 10,033,059 58 61.4 $ $$ Medium Partial Good Yes Yes No 64 Kellner Doris Ag Field Filtration BMP (S) 2% 64 $ 10,245,911 60 62.0 $ $$ Medium Partial Good Yes Yes No 65 Teal Club Infiltration BMP (S) 2% 54 $ 16,761,791 75 63.6 $$$ $$$ Medium Partial Good Yes Yes Yes 66 Oliveira Development Filtration BMP (S) 2% 66 $ 11,661,243 65 65.5 $ $$ Medium Partial Good No Yes No 67 Driffill Elementary Baseball Field Infiltration BMP (S) 2% 57 $ 17,282,173 76 65.8 $$$ $$$ Medium Partial Better No Yes Yes 68 W 5th St Drain Outfall Filtration BMP (S) 1% 73 $ 10,999,731 64 68.4 $ $$ Medium Partial Good Yes Yes No 69 W 5th St Drain Outfall Infiltration BMP (S) 1% 77 $ 10,720,267 61 68.5 $ $$ Medium Partial Good Yes Yes Yes Water Quality Benefits Costs Community Benefits
Tab 3- Scoring Results Page 5 of 10
882

08.01.2025 Update
70 Oxnard High Filtration BMP (S) 2% 61 $ 17,539,539 78 69.0 $$ $$$ Medium Partial Good Yes Yes No 71 Marathon W 5th St Ag Field Filtration BMP (S) 1% 71 $ 12,979,446 68 69.5 $ $$ Medium Partial Good Yes Yes No 72 Driffill Elementary Basketball Courts Filtration BMP 2% 63 $ 17,443,468 77 69.6 $$ $$$ Medium Partial Better No Yes No 73 Marathon Drain Outfall Infiltration BMP (S) 1% 78 $ 10,980,906 63 70.1 $ $$ Medium Partial Good Yes Yes Yes 74 Marathon Drain Outfall Filtration BMP (S) 1% 75 $ 12,009,503 66 70.4 $ $$ Medium Partial Good Yes Yes No 75 Southwest Community Park Infiltration BMP (S) 1% 70 $ 15,014,843 71 70.5 $$ $$ Low Partial Better No Yes Yes 76 Kiddie Beach ROW Infiltration BMP (S) 1% 76 $ 14,622,822 69 72.4 $ $$ Medium Partial Limited No Yes Yes 77 Oxnard Airport Central Infiltration BMP (S) 1% 72 $ 16,079,243 73 72.5 $$ $$ Medium Partial Good Yes Yes Yes 78 Kiddie Beach ROW Filtration BMP (S) 1% 74 $ 15,649,542 72 73.0 $ $$ Medium Partial Limited No Yes No 79 Doris Drain Outfall Infiltration BMP (S) 1% 80 $ 12,081,897 67 73.2 $ $$ Medium Partial Good Yes Yes Yes 80 Driffill Elementary Baseball Field Filtration BMP (S) 1% 67 $ 18,994,195 82 74.1 $$ $$$ Medium Partial Better No Yes No 81 Seabridge Planter West Infiltration BMP (S) 1% 69 $ 21,083,014 84 76.1 $$ $$$ Low Partial Limited No Yes Yes 82 Seabridge Elementary Infiltration BMP (S) 1% 68 $ 36,815,130 87 76.9 $$$ $$$$ Medium Partial Limited No Yes Yes 83 Southwest Community Park Filtration BMP (S) 1% 79 $ 18,824,813 81 80.0 $ $$ Low Partial Better No Yes No 84 Oxnard Airport Central Filtration BMP (S) 1% 81 $ 20,386,318 83 82.0 $ $$ Medium Partial Good Yes Yes No 85 Diacos Private Ag Field Drain Outfall Infiltration BMP 0.5% 86 $ 18,345,617 80 82.9 $ $$ Medium Partial Limited No Yes Yes 86 Seabridge Planter West Filtration BMP (S) 1% 83 $ 34,028,582 86 84.5 $$ $$$ Low Partial Limited No Yes No 87 Teal Club Filtration BMP (S) 1% 82 $ 41,999,189 89 85.4 $$ $$$ Medium Partial Good Yes Yes No 88 Diacos Private Ag Field Drain Outfall Filtration BMP 0.4% 88 $ 30,984,887 85 86.5 $ $$ Medium Partial Limited No Yes No 89 Dunkirk Park Infiltration BMP (S) 1% 85 $ 38,151,142 88 86.5 $$ $$$ Low Partial Good No Yes Yes 90 Seabridge Elementary Filtration BMP (S) 1% 84 $ 56,337,358 92 87.9 $$ $$$ Medium Partial Limited No Yes No 91 Chesapeak Drive Infiltration BMP (S) 0.4% 87 68,027,239 $ 93 89.9 $$ $$$ Medium Partial Limited No Yes Yes 92 Dunkirk Park Filtration BMP (S) 0.4% 89 $ 47,535,256 91 90.0 $ $$ Low Partial Good No Yes No 93 Diacos Private Ag Field Drain Outfall Agricultural 0.01% 96 $ 46,933,450 90 93.0 $ $ Medium Partial Limited No Yes No 94 Chesapeak Drive Filtration BMP (S) 0.3% 92 $ 98,185,854 95 93.5 $$ $$$ Medium Partial Limited No Yes No 95 W Wooley Rd Drain Outfall Infiltration BMP (S) 0.1% 94 $ 72,108,455 94 94.0 $ $$ Medium Partial Limited No Yes Yes 96 W Wooley Rd Drain Outfall Filtration BMP (S) 0.1% 95 $ 144,131,478 96 95.5 $ $$ Medium Partial Limited No Yes No Tab 3- Scoring Results Page 6 of 10
883

08.01.2025 Update
Implementation
Considerations
Line Item
Project Name Percent RT Reduction Reduction Ranking Cost-Effectiveness ($/% RT Reduction)
Cost-Effectiveness
Ranking Geometric Mean Rank Capital Cost Category
Lifecycle Cost
Category
Implementation
Considerations
Category
Aesthetic
Improvements
Community
Benefits Total DAC Benefits Contributes to
Maintenance of
Rec-2 Std
Contributes to WQ
Commensurate with
Rec-1 Std
1 Open Passive Edison Canal Connection to Ocean
(RW) 73% 1 2,571,000 $ 4 2.0 $$$$ $$$$ High Yes Good Partial Yes Yes 2 Storage Tank Water Release between Canal/Harbor 45% 3 $ 677,170 1 1.7 $$ $$$ High Partial Limited No Yes Yes 3 Passive Circulation Enhancements (RW) 45% 4 $ 1,127,925 2 2.8 $$$ $$$$ High Partial Good No Yes Yes 4 Edison Canal Pump Resumption- 67 MGD (RW) 46% 2 $ 2,328,924 3 2.4 $$$$ $$$$ High Partial Limited No Yes Yes 5 Decommission Canal/Convert to Engineered 40% 5 $ 8,209,095 6 5.5 $$$$ $$$$ High Partial Good Partial Yes Yes 6 Decommission Canal/Storage Tank (RW) 39% 6 $ 9,164,061 7 6.5 $$$$ $$$$ High Partial Best Partial Yes Yes 7 Edison Canal Pump Resumption- 4.3 MGD (RW) 14% 7 $ 6,278,393 5 6 $$$$ $$$$ High No Limited No Yes Yes Water Quality Benefits Costs Community Benefits
Tab 3- Scoring Results Page 7 of 10 884

08.01.2025 Update
Project Name Additive % Load Reduction
Cost-Effectiveness
($/% Aggregate Load
Reduction)
Geometric Mean Rank Capital Cost Category Lifecycle Cost Category
Implementation
Considerations
Category
Aesthetic
Improvements Community Benefits Total DAC Benefits
Targeted Nutrient/Pesticide Source Control- Outreach 77% $ 34,665 1.4 $ $$ Low No Better Yes Targeted Bacteria Source Control - Animal Waste 51% $ 45,962 3.0 $ $$ Low No Better Partial Municipal Operations Enhancement Source Control - 49% $ 478,054 4.5 $ $$$ Low Partial Better Partial Targeted Nutrient/Pesticide Source Control- Illicit 27% $ 60,073 4.9 $ $$ Low Partial Better Yes Wilson Park Infiltration BMP (S) 13% $ 3,528,380 15.4 $$$ $$$ Low Partial Best No Trash Reduction - Mechanical Filtration (NS) 11% $ 1,122,898 12.7 $ $$ Low Partial Better Partial Wilson Park Filtration BMP (S) 10% $ 3,575,943 19.0 $$ $$$ Low Partial Best No Seabridge Planter East Infiltration BMP (S) 9% $ 4,658,362 24.9 $$$ $$$ Low Partial Limited No Marina West Park Infiltration BMP (S) 6% $ 4,325,362 27.0 $$ $$$ Low Partial Good No Trash Reduction - Source Reduction Strategies (NS) 6% $ 645,649 12.0 $ $$ Low Partial Best Yes Seabridge Planter East Filtration BMP (S) 5% $ 5,867,920 34.3 $$ $$$ Low Partial Limited No Marina West Park Filtration BMP (S) 5% $ 4,518,103 32.9 $$ $$$ Low Partial Good No Sea Air Park Infiltration BMP (S) 4% $ 5,779,403 37.5 $$ $$$ Low Partial Better No Plaza Park Infiltration BMP (S) 3% $ 6,145,911 41.0 $$ $$$ Low Partial Best No Sea Air Park Filtration BMP (S) 3% $ 6,886,328 43.0 $$ $$$ Low Partial Better No Plaza Park Filtration BMP (S) 2% $ 7,208,195 47.7 $ $$ Low Partial Best No Seabridge Planter West Infiltration BMP (S) 1% $ 21,083,014 76.1 $$ $$$ Low Partial Limited No Southwest Community Park Infiltration BMP (S) 1% $ 15,014,843 70.5 $$ $$ Low Partial Better No Southwest Community Park Filtration BMP (S) 1% $ 18,824,813 80.0 $ $$ Low Partial Better No Seabridge Planter West Filtration BMP (S) 1% $ 34,028,582 84.5 $$ $$$ Low Partial Limited No Dunkirk Park Infiltration BMP (S) 1% $ 38,151,142 86.5 $$ $$$ Low Partial Good No Dunkirk Park Filtration BMP (S) 0% $ 47,535,256 90.0 $ $$ Low Partial Good No Project Name Additive % Load Reduction Cost-Effectiveness GeoMean Rank Capital Cost Category Lifecycle Cost Implementation Aesthetic Community Benefits Total DAC Benefits Targeted Nutrient/Pesticide Source Control- 62% $ 5,300 1.4 $ $ Medium No Better Yes N Patterson Rd Green Streets Infiltration BMP (S) 9% $ 4,284,384 22.9 $$$ $$$ Medium Partial Good Yes Oxnard Airport Southwest Infiltration BMP (S) 8% $ 5,379,217 27.7 $$$ $$$ Medium Partial Good Yes N Patterson Rd Green Streets Filtration BMP (S) 7% $ 4,320,617 24.5 $$ $$$ Medium Partial Good Yes Mariner's Place Green Streets Infiltration BMP (S) 6% $ 4,235,187 24.5 $$ $$$ Medium Partial Good No Edison Doris East Filtration BMP (S) 6% $ 8,055,754 36.7 $$$ $$$ Medium Partial Good Yes Edison Hemlock Drain North Infiltration BMP (S) 6% $ 3,917,269 24.1 $$ $$$ Medium Partial Limited No S Victoria Ave Green Streets Infiltration BMP (S) 5% $ 4,267,483 27.7 $$ $$$ Medium Partial Limited No Campus Park Infiltration BMP (S) 19% $ 2,882,848 11.8 $$$ $$$$ Low Partial Better No Campus Park Filtration BMP (S) 15% $ 3,546,360 15.3 $$$ $$$$ Low Partial Better No Targeted Bacteria Source Control - Sewer System 11% $ 9,995,621 30.2 $ $$$$ Low No Good Partial Non-Structural Operational Stormwater Programs - 6% $ 17,744,075 44.4 $ $$$$ Low No Better Yes Edison Hemlock Drain North Filtration BMP (S) 5% $ 4,216,268 26.9 $$ $$$ Medium Partial Limited No Mariner's Place Green Streets Filtration BMP (S) 5% $ 4,364,557 30.9 $$ $$$ Medium Partial Good No S Victoria Ave Green Streets Filtration BMP (S) 5% $ 4,489,204 31.9 $$ $$$ Medium Partial Limited No Oxnard School District Administration Parking Lot 4% $ 5,768,072 36.5 $$ $$$ Medium Partial Better No Driffill Elementary Basketball Courts Infiltration BMP 4% $ 10,919,669 49.2 $$$ $$$ Medium Partial Better No Mangeon W 5th St Ag Field Filtration BMP (S) 4% $ 3,995,002 29.0 $ $$ Medium Partial Good Yes Faith Community Church Infiltration BMP (S) 4% $ 7,216,623 42.5 $$ $$$ Medium Partial Good No Oxnard School District Administration Parking Lot 3% $ 6,872,142 42.0 $$ $$$ Medium Partial Better No Oxnard Airport Southwest Filtration BMP (S) 3% $ 9,900,279 51.3 $$ $$$ Medium Partial Good Yes Kellner Doris Ag Field Infiltration BMP (S) 3% $ 9,293,050 50.9 $$ $$$ Medium Partial Good Yes Borchard Doris Drain Ag Field Filtration BMP (S) 3% $ 8,009,935 47.5 $$ $$$ Medium Partial Good Yes Oxnard Airport Northwest Infiltration BMP (S) 3% $ 10,185,771 54.3 $$ $$$ Medium Partial Good Yes Faith Community Church Filtration BMP (S) 3% $ 8,652,355 51.5 $$ $$$ Medium Partial Good No Doris Drain Outfall Filtration BMP (S) 2% $ 5,355,968 42.0 $ $$ Medium Partial Good Yes Teal Club Infiltration BMP (S) 2% $ 16,761,791 63.6 $$$ $$$ Medium Partial Good Yes Borchard Doris Drain Ag Field Infiltration BMP (S) 2% $ 7,115,944 48.1 $$ $$ Medium Partial Good Yes Oliveira Development Infiltration BMP (S) 2% $ 8,919,264 54.5 $$ $$ Medium Partial Good No Driffill Elementary Baseball Field Infiltration BMP (S) 2% $ 17,282,173 65.8 $$$ $$$ Medium Partial Better No Tier 1
Tier 2
Tab 4- Tiered Result Page 8 of 10 885

08.01.2025 Update
Marathon W 5th St Ag Field Infiltration BMP (S) 2% $ 7,775,594 51.1 $$ $$ Medium Partial Good Yes Mangeon W 5th St Ag Field Infiltration BMP (S) 2% $ 8,013,679 52.7 $$ $$ Medium Partial Good Yes HHR W 5th St Ag Field Filtration BMP (S) 2% $ 8,186,433 54.2 $ $$ Medium Partial Good Yes Oxnard High Filtration BMP (S) 2% $ 17,539,539 69.0 $$ $$$ Medium Partial Good Yes HHR W 5th St Ag Field Infiltration BMP (S) 2% $ 8,298,248 55.7 $$ $$ Medium Partial Good Yes Driffill Elementary Basketball Courts Filtration BMP (S) 2% $ 17,443,468 69.6 $$ $$$ Medium Partial Better No Kellner Doris Ag Field Filtration BMP (S) 2% $ 10,245,911 62.0 $ $$ Medium Partial Good Yes Oxnard Airport Northwest Filtration BMP (S) 2% $ 10,033,059 61.4 $ $$ Medium Partial Good Yes Oliveira Development Filtration BMP (S) 2% $ 11,661,243 65.5 $ $$ Medium Partial Good No Driffill Elementary Baseball Field Filtration BMP (S) 1% $ 18,994,195 74.1 $$ $$$ Medium Partial Better No Marathon W 5th St Ag Field Filtration BMP (S) 1% $ 12,979,446 69.5 $ $$ Medium Partial Good Yes Oxnard Airport Central Infiltration BMP (S) 1% $ 16,079,243 72.5 $$ $$ Medium Partial Good Yes W 5th St Drain Outfall Filtration BMP (S) 1% $ 10,999,731 68.4 $ $$ Medium Partial Good Yes Kiddie Beach ROW Filtration BMP (S) 1% $ 15,649,542 73.0 $ $$ Medium Partial Limited No Marathon Drain Outfall Filtration BMP (S) 1% $ 12,009,503 70.4 $ $$ Medium Partial Good Yes Kiddie Beach ROW Infiltration BMP (S) 0.9% $ 14,622,822 72.4 $ $$ Medium Partial Limited No W 5th St Drain Outfall Infiltration BMP (S) 1% $ 10,720,267 68.5 $ $$ Medium Partial Good Yes Marathon Drain Outfall Infiltration BMP (S) 1% $ 10,980,906 70.1 $ $$ Medium Partial Good Yes Doris Drain Outfall Infiltration BMP (S) 0.8% 12,081,897 $ 73.2 $ $$ Medium Partial Good Yes Oxnard Airport Central Filtration BMP (S) 0.8% $ 20,386,318 82.0 $ $$ Medium Partial Good Yes Teal Club Filtration BMP (S) 0.8% $ 41,999,189 85.4 $$ $$$ Medium Partial Good Yes Seabridge Elementary Filtration BMP (S) 0.7% $ 56,337,358 87.9 $$ $$$ Medium Partial Limited No Diacos Private Ag Field Drain Outfall Infiltration BMP 0.47% $ 18,345,617 82.9 $ $$ Medium Partial Limited No Chesapeak Drive Infiltration BMP (S) 0.44% $ 68,027,239 89.9 $$ $$$ Medium Partial Limited No Diacos Private Ag Field Drain Outfall Filtration BMP (S) 0.40% $ 30,984,887 86.5 $ $$ Medium Partial Limited No Doris Drain Outfall Agricultural Runoff Treatment 0.37% $ 867,206 25.1 $ $ Medium Partial Good Yes W 5th St Drain Outfall Agricultural Runoff Treatment 0.33% $ 979,415 27.0 $ $ Medium Partial Good Yes Chesapeak Drive Filtration BMP (S) 0.30% $ 98,185,854 93.5 $$ $$$ Medium Partial Limited No Marathon Drain Outfall Agriciltural Runoff Treatment 0.16% $ 2,062,473 30.5 $ $ Medium Partial Good Yes W Wooley Rd Drain Outfall Infiltration BMP (S) 0.13% $ 72,108,455 94.0 $ $$ Medium Partial Limited No W Wooley Rd Drain Outfall Filtration BMP (S) 0.09% $ 144,131,478 95.5 $ $$ Medium Partial Limited No Diacos Private Ag Field Drain Outfall Agricultural 0.01% $ 46,933,450 93.0 $ $ Medium Partial Limited No Project Name Additive % Load Reduction Cost-Effectiveness GeoMean Rank Capital Cost Category Lifecycle Cost Implementation Aesthetic Community Benefits Total DAC Benefits Oliveira Plaza Parking Lot Infiltration BMP (S) 27% $ 2,065,112 7.4 $$$ $$$$ Medium Partial Good No Oxnard Airport East Filtration BMP (S) 25% $ 2,327,652 9.5 $$$ $$$$ Medium Partial Good Yes Oxnard Airport East Infiltration BMP (S) 24% $ 2,290,818 9.8 $$$ $$$$ Medium Partial Good Yes Oliveira Plaza Parking Lot Filtration BMP (S) 21% $ 2,964,011 11.6 $$$ $$$$ Medium Partial Good No Targeted Bacteria Source Control - Homeless 18% $ 8,444,541 23.7 $ $$$$ Medium Partial Better Yes County Parcel S Ventura Infiltration BMP (S) 17% $ 3,267,732 13.9 $$$ $$$$ Medium Partial Good No County Parcel S Ventura Filtration BMP (S) 12% $ 4,745,938 21.9 $$$ $$$$ Medium Partial Good No Edison Doris East Infiltration BMP (S) 11% $ 5,234,972 23.7 $$$ $$$$ Medium Partial Good Yes Edison Doris West Infiltration BMP (S) 6% $ 9,857,782 40.6 $$$ $$$$ Medium Partial Good Yes Oxnard High Infiltration BMP (S) 4% $ 14,717,072 54.2 $$$ $$$$ Medium Partial Good Yes Edison Doris West Filtration BMP (S) 3% $ 16,657,056 58.3 $$$ $$$$ Medium Partial Good Yes Seabridge Elementary Infiltration BMP (S) 1% $ 36,815,130 76.9 $$$ $$$$ Medium Partial Limited No Tier 3
Tab 4- Tiered Result Page 9 of 10 886

08.01.2025 Update
Project Name Percent RT Reduction Cost-Effectiveness GeoMean Rank Capital Cost Category Lifecycle Cost Implementation Aesthetic Community Benefits Total DAC Benefits Storage Tank Water Release between Canal/Harbor 45% $ 677,170 1.7 $$ $$$ High Partial Limited No Open Passive Edison Canal Connection to Ocean (RW) 73% $ 2,571,000 2.0 $$$$ $$$$ High Yes Good Partial Edison Canal Pump Resumption- 67 MGD (RW) 46% $ 2,328,924 2.4 $$$$ $$$$ High Partial Limited No Passive Circulation Enhancements (RW) 45% $ 1,127,925 2.8 $$$ $$$$ High Partial Good No Decommission Canal/Convert to Engineered Wetlands 40% $ 8,209,095 5.5 $$$$ $$$$ High Partial Good Partial Edison Canal Pump Resumption- 4.3 MGD (RW) 14% $ 6,278,393 5.9 $$$$ $$$$ High No Limited No Decommission Canal/Storage Tank (RW) 39% $ 9,164,061 6.5 $$$$ $$$$ High Partial Best Partial Tab 4- Tiered Result Page 10 of 10 887
Implementation Plan
Channel Islands Harbor
Oxnard, CA
March 2026
888
2 Phase 1
Phase 2
PLANNING Phase 3

IMPLEMENTATION

MAINTENANCE
This phased Implementation Plan establishes a clear and adaptable roadmap for advancing Watershed and Receiving Water strategies, ensuring measurable progress toward
improving in-Harbor water quality, reducing pollutant loads, and enhancing circulation. By moving through structured phases, each strategy can evolve from early concept to fullscale implementation using data-driven adaptive management, allowing real-time refinements for greater
efficiency and impact. This approach also strengthens
coordination among regulatory agencies, municipalities, and community partners while aligning project timelines with funding opportunities to maximize resource leverage. The following slides present phased plans tailored to each
strategy type – Watershed Nonstructural, Watershed
Structural, and Receiving Water – recognizing that
differences in scale, readiness, cost, and community
involvement shape the specific activities within each phase.

Watershed
Nonstructural
Strategies
Watershed
Structural
Strategies
Receiving Water
Strategies

INTRODUCTION
889
3 Nonstructural Projects
PHASED APPROACH: WATERSHED NONSTRUCTURAL
Watershed Nonstructural Strategy Category Phase 1 Phase 2 Phase 3 Outreach & Training
Planning
• Develop curriculum and outreach resources
• Identify priority outreach target(s)
• Conduct baseline BMP adoption survey
• Coordinate with Farm Bureau
• Develop cost estimates and pursue initial funding opportunities • Natural Resources Conservation Service (NRCS); secure startup grants (Prop 1, 319h)
• Meet with City departments and interested parties to coordinate on scope and budget
• Refine materials from Phase 1 feedback
• Expand modules to new audiences
• Apply for multi-year funding opportunities
• Formalize interagency agreements
TBD
Implementation
• Pilot 3–5 bilingual BMP workshops (Farm Bureau, University of California (UC) Extension)
• Distribute BMP material kits and conduct field demonstrations • Expand workshops to regionwide scale
• Integrate BMP training into homeowners associations
(HOAs) and grower groups
TBD
Maintenance &
Monitoring • Track participation and BMP adoption rates pre-/post-surveys • Assess BMP adoption rates• Refine program activities TBD Illicit Discharge Detection & Elimination
(IDDE)
Planning
• Map outfalls and baseline pollutant testing
• Establish reporting procedures
• Coordinate with Regional Water Quality Control Board (RWQCB) • Develop cost estimates and pursue initial funding opportunities • Refine GIS/stormwater models and prioritize sites
• Formalize interagency response protocols
• Develop Memoranda of Understanding (MOUs)
TBD
Implementation • Conduct pilot inspections at hotspot outfalls • Develop framework to train staff and “citizen inspectors” • Expand inspections to additional outfalls
• Potential development of electronic log system
• Pursue stronger enforcement efforts
TBD
Maintenance &
Monitoring • Track reports/inspections in pilot database • Review annual IDDE report and refine inspection and response protocols TBD 890
4 Watershed Nonstructural
Strategy Category Phase 1 Phase 2 Phase 3
Agricultural Coordination
Planning
• Map high-risk agricultural discharges
• Conduct grower roundtable discussions
• Coordinate with Farm Bureau/agricultural community on development of potential data-sharing procedures
• Develop cost estimates and pursue initial funding opportunities • Refine BMPs based on Phase 1 outcomes
• Expand agreements with Farm Bureau/agricultural community • Align plans with Ventura County Agricultural Irrigated Lands Group’s (VCAILG) Water Quality Management Plan (WQMP)
TBD
Implementation • Pilot BMPs (drip irrigation, reduced pesticides, rotation) on agricultural land • Expand BMPs to larger acreage • Add vegetative buffer components TBD
Maintenance &
Monitoring • Monitor pilot BMPs for nutrient/pesticide reduction impacts • Expand water sampling efforts • Perform adaptive BMP adjustments TBD
Sewer System Maintenance
Planning • Develop sewer asset risk assessment map
• Coordinate w/ City Public Works Department and Ventura County • Secure Capital Improvement Plan (CIP) funding
• Expand sewer system mapping & prioritization
• Establish interagency agreements for joint sewer upgrades TBD Implementation • Pilot smoke testing and closed-circuit television (CCTV) in 2 neighborhoods; repair small leaks • Expand repair/lining projects across multiple zones TBD Maintenance &
Monitoring • Pilot maintenance logs; track leak repairs • Expanded sewer system asset monitoring and database TBD PHASED APPROACH: WATERSHED NONSTRUCTURAL
891
5 Watershed Nonstructural Strategy Category Phase 1 Phase 2 Phase 3 Homeless Encampment
Management
Planning
• Map encampments near waterways
• Identify priority management areas
• Coordinate with Housing Department, Police Department, nongovernmental organizations (NGOs) • Update mapping and prioritization annually;
integrate with housing data
• Develop formal cleanup/response protocol
TBD
Implementation • Pilot cleanup/response protocol at hotspot locations • Construct temporary waste stations
• Expand program to Harbor-adjacent
encampments
TBD
Maintenance & Monitoring • Track cleanup volumes; monitor bacteria hotspots • Expand database and monitoring procedures TBD Animal Waste Management
Planning
• Survey hotspots (dog parks, waterfronts, walking trails) • Baseline bacteria testing near dog-use areas
• Coordinate with NGOs and HOAs
• Pursue initial funding opportunities
• Expand program to Harbor-adjacent locations
• Develop formal cleanup/response protocol
• Partner with HOAs for cost-sharing opportunities
TBD
Implementation
• Identify priority management areas
• Begin development of public outreach campaign
• Install pet waste stations in identified hotspot areas • Update mapping & prioritization annually
• Expand pet waste station network TBD
Maintenance & Monitoring • Track cleanup volumes; monitor bacteria hotspots • Expand maintenance and monitoring procedures TBD PHASED APPROACH: WATERSHED NONSTRUCTURAL
892
6 Watershed Nonstructural
Strategy Category Phase 1 Phase 2 Phase 3
Street Sweeping and Catch
Basin Cleaning
Optimization
Planning
• Collect baseline curbside solids data
• Identify high priority catch basins and street sweeping routes • Develop asset management plan
• Coordinate with Public Works Department
• Assess cost estimates and current funding adjustments • Fully integrate new routes with enhanced frequency
• Review prioritization outcomes
• Secure future funding for program, including operations & maintenance (O&M) funding
TBD
Implementation • Pilot optimized street sweeping in identified hotspot neighborhoods • Increase cleaning frequency in storm season/after storm events • Implement catch basin cleaning and street sweeping routes schedule with enhanced consistency and efficiency TBD
Maintenance &
Monitoring
• Evaluate current programs
• Collect monitoring data to inform later phases
• Continuous predictive monitoring and maintenance
demonstrating effectiveness TBD
Stormwater System
Maintenance
Planning
• Develop stormwater asset management inventory
• Prioritize high-risk assets for cleaning and/or maintenance • Develop standardized inspection protocols
• Integrate asset management inventory with GIS
• Coordinate with City/County agencies
• Apply for Prop 1 and MS4 compliance funding
• Develop shared O&M responsibilities and align with flood control planning • Expand asset inventory and scheduling across system
• Secure long-term interagency agreements TBD
Implementation
• Pilot proactive cleaning of MS4 channels
• Inspect stormwater conveyance features
• Train staff on proactive O&M practices
• Expand proactive O&M to all Harbor storm drains and
channels TBD
Maintenance &
Monitoring
• Document pilot cleaning data
• Track debris/volume removed
• Adjust maintenance cycles
• Expand proactive O&M scheduling tools TBD
PHASED APPROACH: WATERSHED NONSTRUCTURAL
893
7 Watershed Nonstructural
Strategy Category Phase 1 Phase 2 Phase 3
Mechanical Filtration
Planning
• Identify priority outfalls with high debris loading
• Develop pilot monitoring plan
• Assess O&M requirements; Establish O&M cost estimations and budget line • Develop concrete technical specifications
• Secure Prop 1/Prop 68 grant funding
• Coordinate with NGOs for pilot sites
• Engage with contractors and vendors
• Refine siting and device selection
• Integrate procurement and replacement activities into City O&M budget
TBD
Implementation
• Install 5–10 catch basin inserts at priority debris-prone sites • Monitor clogging and pollutant removal
• Conduct maintenance frequency trials
• Evaluate performance of different insert device models • Expand to 20–30 priority outfalls with proven device types TBD Maintenance & Monitoring
• Track pollutant removal from pilot units and document clogging frequency • Adjust device designs accordingly
• Communicate results with regulators
• Expand monitoring and adaptive O&M efforts TBD
Trash Source Reduction
Strategies
Planning
• Conduct baseline trash audits at Harbor and marinas
• Identify debris-prone commercial nodes
• Develop standardized monitoring methodology
• Pilot debris hotspot mapping
• Partner with City Council, NGOs, and Chambers of Commerce • Draft local ordinance language
• Apply for waste reduction grant funding
• Coordinate enforcement staff training
• Expand auditing efforts
• Adopt ordinance and integrate into City policy TBD
Implementation
• Organize public cleanup events
• Launch educational campaign with signage and social media components • Provide incentives for businesses adopting alternatives • Expand ordinances Citywide with enforcement provisions TBD Maintenance & Monitoring
• Document volume of debris collected at cleanups
• Review annual litter audit reports
• Monitor debris load reductions
• Expand tracking into MS4 permit reporting TBD
PHASED APPROACH: WATERSHED NONSTRUCTURAL
894
8 Watershed Structural
Strategy Category Phase 1 Phase 2 Phase 3
Filtration BMPs
Planning
• Identify priority storm drain sites; conduct feasibility and conceptual design • Conduct feasibility studies at multiple outfalls; Develop conceptual design alternatives • Perform baseline monitoring of inflow/outflow water quality • Prioritize sites with highest pollutant loads
• Secure site access and landowner approvals
• Apply for Prop 1/Prop 68 stormwater funding
• Coordinate with RWQCB for compliance approval
• Prepare permitting documentation (CEQA, Section 401 Certification) • Advance detailed design and permitting for selected BMP sites
• Submit permits and finalize interagency agreements
TBD
Implementation
• Construct 1 pilot filtration BMP (e.g., Campus Park) at a priority outfall • Test pollutant removal efficiencies (nutrients, metals, bacteria) • Engage community volunteers in BMP planting and maintenance • Expand BMP installation to 2–3 additional priority outfalls TBD Maintenance &
Monitoring
• Monitor inflow/outflow water quality monthly
• Track sediment removal capacity
• Document O&M costs and staff hours; Develop long-term O&M manual • Incorporate BMP monitoring into Citywide stormwater
reporting TBD
Infiltration BMPs
Planning
• Identify suitable parcels with >0.5 in/hr infiltration rate • Conduct geotechnical testing
• Develop conceptual design for 1 pilot infiltration basin • Secure parcel use agreements
• Apply for Prop 68 and groundwater recharge funding
• Coordinate with Ventura County Flood Control District • Develop initial O&M guidelines
• Advance preliminary design and permitting for priority sites • Develop Citywide infiltration BMP implementation program TBD Implementation
• Construct a pilot infiltration basin or trench on a City-owned parcel • Test infiltration rates under seasonal conditions
• Plant native vegetation to stabilize soils
• Monitor for groundwater mounding and performance
• Expand infiltration practices to multiple municipal parcels TBD Maintenance &
Monitoring
• Monitor infiltration rates monthly
• Inspect vegetation establishment
• Document clogging issues and track sediment accumulation • Expand O&M schedule and refine infiltration BMP manual TBD PHASED APPROACH: WATERSHED STRUCTURAL
895
9 Watershed Structural Strategy Category Phase 1 Phase 2 Phase 3 Agricultural Runoff Treatment Systems
Planning
• Partner with Farm Bureau, NRCS, and growers
• Apply for Environmental Quality Incentives Program (EQIP)/Prop 68 grants • Secure farm cooperation agreements
• Develop permitting pathway for wetlands
• Engage farms to pilot vegetated filter strips or constructed wetlands • Monitor nitrogen (N), phosphorus (P), pesticide reductions • Identify agricultural drains with high pollutant loading • Conduct baseline sampling of nutrients/pesticides
• Develop conceptual treatment designs
• Refine treatment designs for broader
implementation
• Secure multi-farm cost-share programs and
funding
TBD
Implementation
• Construct a vegetated filter strip or treatment wetland adjacent to an agricultural drainage canal
• Engage agricultural community in program
• Monitor reductions in N, P, pesticides
• Expand installations to additional agricultural
drainage sites TBD
Maintenance & Monitoring
• Monitor pollutant reduction quarterly
• Track vegetation health and maintenance needs
• Document O&M labor costs
• Adjust designs based on performance
• Expand monitoring efforts across additional
treatment systems
TBD
PHASED APPROACH: WATERSHED STRUCTURAL
896
10 Receiving Water Strategy Category Phase 1 Phase 2 Phase 3 Edison Canal Pump
Resumption (4.3 OR 67
MGD)
Planning
• Compile baseline dissolved oxygen (DO) and residence time data • Conduct fish entrainment risk evaluation
• Develop preliminary design alternatives
• Conduct meetings with RWQCB and Coastal Commission
• Pursue state/federal grant opportunities
• Identify long-term lead O&M agency
• Finalize engineering design and O&M plan
• Apply for major infrastructure funding and permits TBD Implementation
• Conduct feasibility study for pump rehabilitation
• Inspect existing pump infrastructure
• Review hydrodynamic models; compare with/without pumping • Estimate operational costs and staff requirements
• Begin detailed engineering design and permitting for pump rehabilitation TBD
Maintenance & Monitoring
• Review current circulation baseline in canal
• Develop O&M cost estimates
• Track initial monitoring results for adaptive design
• Establish permanent O&M program tied to water quality monitoring TBD
Canal Decommissioned &
Converted
Planning
• Conduct alternatives analysis (canal decommission vs. storage tank vs. hybrid)
• Evaluate habitat restoration opportunities
• Identify parcels for potential conversion
• Convene stakeholder workshops (residents, NGOs, regulators) • Coordinate with Coastal Commission, U.S. Army Corps of Engineers (USACE), RWQCB; establish interagency working group
• Seek Prop 1 wetland restoration and other funding options • Complete engineering design and CEQA documentation
• Submit major permits and pursue construction funding TBD Implementation
• Develop conceptual design for conversion of canal into wetlands and/or water storage
• Review past and present baseline habitat and circulation data • Evaluate modeled circulation benefits under different configurations • Potential advancement of full wetland/storage design and permitting TBD
Maintenance & Monitoring • Begin pre-construction water quality and habitat monitoring • Develop adaptive wetland O&M guidelines
• Expand to long-term monitoring of habitat and circulation postconstruction TBD PHASED APPROACH: RECEIVING WATER
897
11 Receiving Water Strategy Category Phase 1 Phase 2 Phase 3 Passive Circulation Enhancements
Planning
• Review and evaluate circulation and DO baseline studies • Assess Harbor bottlenecks and stagnation zones
• Prepare preliminary engineering concepts
• Engage stakeholders and coordinate with USACE, RWQCB, Coastal Commission
• Identify funding programs for coastal circulation improvements • Develop partnerships with marina owners
• Complete detailed design and environmental
review efforts
• Apply for permits and construction grants
TBD
Implementation
• Identify feasible culvert sites for improved tidal exchange • Review hydrodynamic models of culvert scenarios
• Develop cost estimates
• Advance culvert design and permitting for priority
sites TBD
Maintenance & Monitoring
• Track past and present baseline DO/residence time levels • Develop culvert O&M and inspection guidelines
• Establish cost estimates for cleaning and repairs
• Expand monitoring and incorporate into long-term
O&M program TBD
Passive Edison Canal Connection
Planning
• Review and evaluate circulation benefits of inlet alternatives • Identify potential jetty or riprap stabilization needs • Begin pre-application meetings with USACE, Coastal Commission, California Department of Fish & Wildlife (CDFW)
• Develop funding strategy (state/federal grants)
• Coordinate with Harbor District and local municipalities • Complete environmental review and final design
• Finalize and submit permit applications and
funding requests
TBD
Implementation
• Develop conceptual alternatives for second ocean inlet • Conduct baseline hydrodynamic and ecological surveys
• Estimate construction costs and potential impacts
• Advance engineering design and permitting of
preferred inlet alternative TBD
Maintenance & Monitoring
• Compile past/present baseline DO and residence time data • Develop inlet monitoring framework
• Track modeling outputs to inform design
• Draft adaptive management plan
• Establish monitoring protocol for long-term inlet
performance TBD
PHASED APPROACH: WATERSHED STRUCTURAL
898
12 Receiving Water Strategy Category Phase 1 Phase 2 Phase 3 Storage Tank Water Release
Planning
• Review and evaluate modeled circulation benefits from controlled releases • Identify seasonal operation schedules
• Evaluate potential engineering constraints
• Coordinate with Harbor District and Public Works Department • Identify long-term lead O&M agency
• Apply for Prop 1 recycled water/flood management funds • Establish interagency MOU
• Complete engineering design and permit
applications
• Secure funding and finalize O&M responsibilities
TBD
Implementation
• Pilot small-scale storage tank connected to Harbor system • Test controlled-release flows into Harbor/Canal
• Conduct water quality monitoring during release events • Develop preliminary engineering designs
• Advance detailed design and permitting of larger
release tank(s) TBD
Maintenance & Monitoring
• Conduct release event monitoring (DO, residence time) • Track operational costs
• Develop draft adaptive release guidelines
• Establish ongoing monitoring protocol for expanded
system
TBD
Canal Decommissioned &
Storage Tank
Planning
• Assess siting constraints and infrastructure tie-ins
• Estimate capital and O&M costs
• Prepare concept-level engineering plans
• Convene stakeholder workshops on hybrid approach
• Coordinate with Coastal Commission, USACE, RWQCB
• Apply for state/federal infrastructure and habitat grants • Identify long-term lead O&M agency
• Finalize preferred hybrid design for permitting
• Submit permits and pursue hybrid system funding TBD
Implementation
• Develop conceptual design combining canal decommissioning with new storage tanks
• Model circulation and storage benefits under different flow parameters • Collect baseline hydrodynamic and ecological data
• Advance hybrid wetland + storage tank design and
environmental review TBD
Maintenance & Monitoring
• Pilot hybrid system monitoring (water quality, habitat performance) • Develop adaptive O&M guidelines
• Track costs and compare to standalone wetland/tank options • Communicate findings with agencies
• Establish long-term monitoring plan for hybrid
system performance TBD
PHASED APPROACH: WATERSHED STRUCTURAL
899

08.01.2025 Update
Average
Residence
Time (RT)
(Days)
Additive Aggregate
Percent Load Reduction
(Upstream) or Percent RT
Reduction (RW) (%)
Cost-Effectiveness
($/% Aggregate
Load Reduction) Capital Cost ($) Annual O&M Cost ($)
30-yr Lifecycle Cost
($)
Parcel
Ownership
Crosses
Jurisdictional
Boundaries?
Permitting
Difficulty
Aesthetic
Improvements
Trash
Reduction
CB
Proportion
DAC
Benefits
Contributes to
Maintenance of
Rec-2 Std
Contributes to WQ
Commensurate
with Rec-1 Std
Targeted Nutrient/Pesticide Source Control- Outreach and Training (NS) N/A 77% $ 34,665 $ 30,000 $ 87,500 $ 2,685,000 Mixed No Low No No 0.65 Yes Yes Yes Targeted Nutrient/Pesticide Source Control- Illicit Discharge Detection and Elimination (NS) N/A 27% $ 60,073 $ 50,000 $ 50,000 $ 1,600,000 Mixed No Low Partial Partial 0.55 Yes Yes Yes Targeted Nutrient/Pesticide Source Control- Agricultural Coordination (NS) N/A 62% $ 5,300 $ 15,000 $ 10,000 $ 330,000 Mixed Partial Low No No 0.65 Yes Yes Yes Targeted Bacteria Source Control - Sewer System
Maintenance (NS) N/A 11% $ 9,995,621 $ 262,500 $ 3,762,500 $ 113,400,000 Mixed No Low No No 0.5 Partial Yes Yes Targeted Bacteria Source Control - Homeless Encampment
Management (NS) N/A 18% $ 8,444,541 $ 250,000 $ 5,000,000 $ 150,500,000 Mixed Partial Low Partial Yes 0.55 Yes Yes Yes Targeted Bacteria Source Control - Animal Waste
Management (NS) N/A 51% $ 45,962 $ 50,000 $ 75,000 $ 2,350,000 Mixed No Low No No 0.65 Partial Yes Yes Municipal Operations Enhancement Source Control - Street Sweeping and Catch Basin Cleaning (CBC) Optimization (NS) N/A 49% $ 478,054 $ - $ 787,500 $ 23,625,000 Mixed No Low Partial Yes 0.65 Partial Yes Yes Non-Structural Operational Stormwater Programs -
Stormwater System Maintenance (NS) N/A 6% $ 17,744,075 $ 262,500 $ 3,762,500 $ 113,400,000 Mixed No Low No No 0.55 Yes Yes Yes Trash Reduction - Mechanical Filtration (NS) N/A 11% $ 1,122,898 $ 3,000,000 $ 200,000 $ 12,000,000 Mixed No Low Partial Yes 0.6 Partial Yes Yes Trash Reduction - Source Reduction Strategies (NS) N/A 6% $ 645,649 $ 193,750 $ 125,000 $ 4,137,500 Mixed No Low Partial Yes 0.95 Yes Yes Yes Wilson Park Filtration BMP (S) N/A 10% $ 3,575,943 $ 12,585,000 $ 300,000 $ 34,170,000 City No Medium Partial Partial 0.9 No Yes No Driffill Elementary Basketball Courts Filtration BMP (S) N/A 2% $ 17,443,468 $ 12,015,000 $ 300,000 $ 33,030,000 School District Yes Medium Partial Partial 0.7 No Yes No Mariner's Place Green Streets Filtration BMP (S) N/A 5% $ 4,364,557 $ 6,675,000 $ 300,000 $ 22,350,000 Private Yes Medium Partial Partial 0.5 No Yes No Southwest Community Park Filtration BMP (S) N/A 1% $ 18,824,813 $ 3,545,000 $ 300,000 $ 16,090,000 City No Medium Partial Partial 0.6 No Yes No Chesapeak Drive Filtration BMP (S) N/A 0.3% $ 98,185,854 $ 10,290,000 $ 300,000 $ 29,580,000 Public Yes Medium Partial Partial 0.3 No Yes No Seabridge Planter East Filtration BMP (S) N/A 5% $ 5,867,920 $ 11,440,000 $ 300,000 $ 31,880,000 City No Medium Partial Partial 0.2 No Yes No Dunkirk Park Filtration BMP (S) N/A 0.4% $ 47,535,256 $ 4,845,000 $ 300,000 $ 18,690,000 City No Medium Partial Partial 0.4 No Yes No Campus Park Filtration BMP (S) N/A 15% $ 3,546,360 $ 22,790,000 $ 300,000 $ 54,580,000 City No Medium Partial Partial 0.7 No Yes No Oxnard Airport Central Filtration BMP (S) N/A 1% $ 20,386,318 $ 3,545,000 $ 300,000 $ 16,090,000 County Partial Medium Partial Partial 0.4 Yes Yes No Oxnard School District Administration Parking Lot Filtration BMP (S) N/A 3% $ 6,872,142 $ 6,675,000 $ 300,000 $ 22,350,000 School District Yes Medium Partial Partial 0.6 No Yes No Marina West Park Filtration BMP (S) N/A 5% $ 4,518,103 $ 6,675,000 $ 300,000 $ 22,350,000 City No Medium Partial Partial 0.4 No Yes No N Patterson Rd Green Streets Filtration BMP (S) N/A 7% $ 4,320,617 $ 10,290,000 $ 300,000 $ 29,580,000 Public Yes Medium Partial Partial 0.5 Yes Yes No Seabridge Planter West Filtration BMP (S) N/A 1% $ 34,028,582 $ 7,860,000 $ 300,000 $ 24,720,000 City No Medium Partial Partial 0.2 No Yes No S Victoria Ave Green Streets Filtration BMP (S) N/A 5% $ 4,489,204 $ 6,675,000 $ 300,000 $ 22,350,000 Public Yes Medium Partial Partial 0.3 No Yes No Edison Doris East Filtration BMP (S) N/A 6% $ 8,055,754 $ 19,435,000 $ 300,000 $ 47,870,000 Utility Partial Medium Partial Partial 0.4 Yes Yes No Oxnard High Filtration BMP (S) N/A 2% $ 17,539,539 $ 12,585,000 $ 300,000 $ 34,170,000 School District Yes Medium Partial Partial 0.5 Yes Yes No Kiddie Beach ROW Filtration BMP (S) N/A 1% $ 15,649,542 $ 4,210,000 $ 300,000 $ 17,420,000 Private Yes Medium Partial Partial 0.2 No Yes No Doris Drain Outfall Filtration BMP (S) N/A 2% $ 5,355,968 $ 4,340,000 $ 150,000 $ 13,180,000 County Partial Medium Partial Partial 0.4 Yes Yes No Edison Doris West Filtration BMP (S) N/A 3% $ 16,657,056 $ 20,555,000 $ 300,000 $ 50,110,000 Utility Partial Medium Partial Partial 0.4 Yes Yes No Kellner Doris Ag Field Filtration BMP (S) N/A 2% $ 10,245,911 $ 4,845,000 $ 300,000 $ 18,690,000 Private Yes Medium Partial Partial 0.4 Yes Yes No Oxnard Airport Southwest Filtration BMP (S) N/A 3% $ 9,900,279 $ 10,190,000 $ 300,000 $ 29,380,000 County Partial Medium Partial Partial 0.5 Yes Yes No Oxnard Airport Northwest Filtration BMP (S) N/A 2% $ 10,033,059 $ 4,210,000 $ 300,000 $ 17,420,000 County Partial Medium Partial Partial 0.5 Yes Yes No Sea Air Park Filtration BMP (S) N/A 3% $ 6,886,328 $ 6,675,000 $ 300,000 $ 22,350,000 City No Medium Partial Partial 0.6 No Yes No W 5th St Drain Outfall Filtration BMP (S) N/A 1% $ 10,999,731 $ 4,340,000 $ 150,000 $ 13,180,000 Private Partial Medium Partial Partial 0.4 Yes Yes No W Wooley Rd Drain Outfall Filtration BMP (S) N/A 0.1% $ 144,131,478 $ 4,340,000 $ 150,000 $ 13,180,000 Private Yes Medium Partial Partial 0.2 No Yes No Edison Hemlock Drain North Filtration BMP (S) N/A 5% $ 4,216,268 $ 6,675,000 $ 300,000 $ 22,350,000 Utility Partial Medium Partial Partial 0.1 No Yes No Marathon Drain Outfall Filtration BMP (S) N/A 1% $ 12,009,503 $ 4,340,000 $ 150,000 $ 13,180,000 Private Partial Medium Partial Partial 0.4 Yes Yes No Oliveira Development Filtration BMP (S) N/A 2% $ 11,661,243 $ 4,845,000 $ 300,000 $ 18,690,000 Private Yes Medium Partial Partial 0.4 No Yes No Seabridge Elementary Filtration BMP (S) N/A 1% $ 56,337,358 $ 14,360,000 $ 300,000 $ 37,720,000 School District Yes Medium Partial Partial 0.3 No Yes No Marathon W 5th St Ag Field Filtration BMP (S) N/A 1% $ 12,979,446 $ 3,545,000 $ 300,000 $ 16,090,000 Private Partial Medium Partial Partial 0.4 Yes Yes No HHR W 5th St Ag Field Filtration BMP (S) N/A 2% $ 8,186,433 $ 3,545,000 $ 300,000 $ 16,090,000 Private Yes Medium Partial Partial 0.4 Yes Yes No Diacos Private Ag Field Drain Outfall Filtration BMP (S) N/A 0.4% $ 30,984,887 $ 3,900,000 $ 150,000 $ 12,300,000 Private Yes Medium Partial Partial 0.1 No Yes No Mangeon W 5th St Ag Field Filtration BMP (S) N/A 4% $ 3,995,002 $ 3,545,000 $ 300,000 $ 16,090,000 Private Yes Medium Partial Partial 0.5 Yes Yes No Oxnard Airport East Filtration BMP (S) N/A 25% $ 2,327,652 $ 24,460,000 $ 300,000 $ 57,920,000 County Partial Medium Partial Partial 0.5 Yes Yes No County Parcel S Ventura Filtration BMP (S) N/A 12% $ 4,745,938 $ 24,460,000 $ 300,000 $ 57,920,000 County Partial Medium Partial Partial 0.4 No Yes No Project Type/Name
Costs Implementation Considerations Community Benefits
Tab 1- Project Scoring Matrix Page 1 of 3
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08.01.2025 Update
Average
Residence
Time (RT)
(Days)
Additive Aggregate
Percent Load Reduction
(Upstream) or Percent RT
Reduction (RW) (%)
Cost-Effectiveness
($/% Aggregate
Load Reduction) Capital Cost ($) Annual O&M Cost ($)
30-yr Lifecycle Cost
($)
Parcel
Ownership
Crosses
Jurisdictional
Boundaries?
Permitting
Difficulty
Aesthetic
Improvements
Trash
Reduction
CB
Proportion
DAC
Benefits
Contributes to
Maintenance of
Rec-2 Std
Contributes to WQ
Commensurate
with Rec-1 Std
Project Type/Name
Costs Implementation Considerations Community Benefits
Borchard Doris Drain Ag Field Filtration BMP (S) N/A 3% $ 8,009,935 $ 6,075,000 $ 300,000 $ 21,150,000 Private Yes Medium Partial Partial 0.4 Yes Yes No Driffill Elementary Baseball Field Filtration BMP (S) N/A 1% $ 18,994,195 $ 9,610,000 $ 300,000 $ 28,220,000 School District Yes Medium Partial Partial 0.7 No Yes No Faith Community Church Filtration BMP (S) N/A 3% $ 8,652,355 $ 6,675,000 $ 300,000 $ 22,350,000 Private Yes Medium Partial Partial 0.5 No Yes No Plaza Park Filtration BMP (S) N/A 2% $ 7,208,195 $ 4,210,000 $ 300,000 $ 17,420,000 City No Medium Partial Partial 0.8 No Yes No Oliveira Plaza Parking Lot Filtration BMP (S) N/A 21% $ 2,964,011 $ 26,130,000 $ 300,000 $ 61,260,000 Private Yes Medium Partial Partial 0.5 No Yes No Teal Club Filtration BMP (S) N/A 1% $ 41,999,189 $ 11,400,000 $ 300,000 $ 31,800,000 School District Yes Medium Partial Partial 0.5 Yes Yes No Wilson Park Infiltration BMP (S) N/A 13% $ 3,528,380 $ 19,445,000 $ 200,000 $ 44,890,000 City No Medium Partial Partial 0.9 No Yes Yes Driffill Elementary Basketball Courts Infiltration BMP (S) N/A 4% $ 10,919,669 $ 19,445,000 $ 200,000 $ 44,890,000 School District Yes Medium Partial Partial 0.7 No Yes Yes Mariner's Place Green Streets Infiltration BMP (S) N/A 6% $ 4,235,187 $ 10,295,000 $ 200,000 $ 26,590,000 Private Yes Medium Partial Partial 0.5 No Yes Yes Southwest Community Park Infiltration BMP (S) N/A 1% $ 15,014,843 $ 6,815,000 $ 200,000 $ 19,630,000 City No Medium Partial Partial 0.6 No Yes Yes Chesapeak Drive Infiltration BMP (S) N/A 0.4% $ 68,027,239 $ 12,010,000 $ 200,000 $ 30,020,000 Public Yes Medium Partial Partial 0.3 No Yes Yes Seabridge Planter East Infiltration BMP (S) N/A 9% $ 4,658,362 $ 18,325,000 $ 200,000 $ 42,650,000 City No Medium Partial Partial 0.2 No Yes Yes Dunkirk Park Infiltration BMP (S) N/A 1% $ 38,151,142 $ 9,720,000 $ 200,000 $ 25,440,000 City No Medium Partial Partial 0.4 No Yes Yes Campus Park Infiltration BMP (S) N/A 19% $ 2,882,848 $ 25,020,000 $ 200,000 $ 56,040,000 City No Medium Partial Partial 0.7 No Yes Yes Oxnard Airport Central Infiltration BMP (S) N/A 1% $ 16,079,243 $ 6,815,000 $ 200,000 $ 19,630,000 County Partial Medium Partial Partial 0.4 Yes Yes Yes Oxnard School District Administration Parking Lot Infiltration BMP (S) N/A 4% $ 5,768,072 $ 9,720,000 $ 200,000 $ 25,440,000 School District Yes Medium Partial Partial 0.6 No Yes Yes Marina West Park Infiltration BMP (S) N/A 6% $ 4,325,362 $ 10,295,000 $ 200,000 $ 26,590,000 City No Medium Partial Partial 0.4 No Yes Yes N Patterson Rd Green Streets Infiltration BMP (S) N/A 9% $ 4,284,384 $ 16,075,000 $ 200,000 $ 38,150,000 Public Yes Medium Partial Partial 0.5 Yes Yes Yes Seabridge Planter West Infiltration BMP (S) N/A 1% $ 21,083,014 $ 10,865,000 $ 200,000 $ 27,730,000 City No Medium Partial Partial 0.2 No Yes Yes S Victoria Ave Green Streets Infiltration BMP (S) N/A 5% $ 4,267,483 $ 8,565,000 $ 200,000 $ 23,130,000 Public Yes Medium Partial Partial 0.3 No Yes Yes Edison Doris East Infiltration BMP (S) N/A 11% $ 5,234,972 $ 25,020,000 $ 200,000 $ 56,040,000 Utility Partial Medium Partial Partial 0.4 Yes Yes Yes Oxnard High Infiltration BMP (S) N/A 4% $ 14,717,072 $ 25,085,000 $ 200,000 $ 56,170,000 School District Yes Medium Partial Partial 0.5 Yes Yes Yes Kiddie Beach ROW Infiltration BMP (S) N/A 1% $ 14,622,822 $ 3,800,000 $ 200,000 $ 13,600,000 Private Yes Medium Partial Partial 0.2 No Yes Yes Doris Drain Outfall Infiltration BMP (S) N/A 1% $ 12,081,897 $ 3,295,000 $ 100,000 $ 9,590,000 County Partial Medium Partial Partial 0.4 Yes Yes Yes Edison Doris West Infiltration BMP (S) N/A 6% $ 9,857,782 $ 25,020,000 $ 200,000 $ 56,040,000 Utility Partial Medium Partial Partial 0.4 Yes Yes Yes Kellner Doris Ag Field Infiltration BMP (S) N/A 3% $ 9,293,050 $ 9,720,000 $ 200,000 $ 25,440,000 Private Yes Medium Partial Partial 0.4 Yes Yes Yes Oxnard Airport Southwest Infiltration BMP (S) N/A 8% $ 5,379,217 $ 18,885,000 $ 200,000 $ 43,770,000 County Partial Medium Partial Partial 0.5 Yes Yes Yes Oxnard Airport Northwest Infiltration BMP (S) N/A 3% $ 10,185,771 $ 10,295,000 $ 200,000 $ 26,590,000 County Partial Medium Partial Partial 0.5 Yes Yes Yes Sea Air Park Infiltration BMP (S) N/A 4% $ 5,779,403 $ 9,720,000 $ 200,000 $ 25,440,000 City No Medium Partial Partial 0.6 No Yes Yes W 5th St Drain Outfall Infiltration BMP (S) N/A 1% $ 10,720,267 $ 3,295,000 $ 100,000 $ 9,590,000 Private Partial Medium Partial Partial 0.4 Yes Yes Yes W Wooley Rd Drain Outfall Infiltration BMP (S) N/A 0.1% $ 72,108,455 $ 3,295,000 $ 100,000 $ 9,590,000 Private Yes Medium Partial Partial 0.2 No Yes Yes Edison Hemlock Drain North Infiltration BMP (S) N/A 6% $ 3,917,269 $ 8,565,000 $ 200,000 $ 23,130,000 Utility Partial Medium Partial Partial 0.1 No Yes Yes Marathon Drain Outfall Infiltration BMP (S) N/A 1% $ 10,980,906 $ 3,295,000 $ 100,000 $ 9,590,000 Private Yes Medium Partial Partial 0.4 Yes Yes Yes Oliveira Development Infiltration BMP (S) N/A 2% $ 8,919,264 $ 6,815,000 $ 200,000 $ 19,630,000 Private Yes Medium Partial Partial 0.4 No Yes Yes Seabridge Elementary Infiltration BMP (S) N/A 1% $ 36,815,130 $ 22,300,000 $ 200,000 $ 50,600,000 School District Yes Medium Partial Partial 0.3 No Yes Yes Marathon W 5th St Ag Field Infiltration BMP (S) N/A 2% $ 7,775,594 $ 5,025,000 $ 200,000 $ 16,050,000 Private Partial Medium Partial Partial 0.4 Yes Yes Yes HHR W 5th St Ag Field Infiltration BMP (S) N/A 2% $ 8,298,248 $ 5,025,000 $ 200,000 $ 16,050,000 Private Yes Medium Partial Partial 0.4 Yes Yes Yes Diacos Private Ag Field Drain Outfall Infiltration BMP (S) N/A 0.5% $ 18,345,617 $ 2,850,000 $ 100,000 $ 8,700,000 Private Yes Medium Partial Partial 0.1 No Yes Yes Mangeon W 5th St Ag Field Infiltration BMP (S) N/A 2% $ 8,013,679 $ 5,025,000 $ 200,000 $ 16,050,000 Private Yes Medium Partial Partial 0.5 Yes Yes Yes Oxnard Airport East Infiltration BMP (S) N/A 24% $ 2,290,818 $ 25,020,000 $ 200,000 $ 56,040,000 County Partial Medium Partial Partial 0.5 Yes Yes Yes County Parcel S Ventura Infiltration BMP (S) N/A 17% $ 3,267,732 $ 25,020,000 $ 200,000 $ 56,040,000 County Partial Medium Partial Partial 0.4 No Yes Yes Borchard Doris Drain Ag Field Infiltration BMP (S) N/A 2% $ 7,115,944 $ 5,025,000 $ 200,000 $ 16,050,000 Private Yes Medium Partial Partial 0.4 Yes Yes Yes Driffill Elementary Baseball Field Infiltration BMP (S) N/A 2% $ 17,282,173 $ 15,510,000 $ 200,000 $ 37,020,000 School District Yes Medium Partial Partial 0.7 No Yes Yes Faith Community Church Infiltration BMP (S) N/A 4% $ 7,216,623 $ 11,440,000 $ 200,000 $ 28,880,000 Private Yes Medium Partial Partial 0.5 No Yes Yes Plaza Park Infiltration BMP (S) N/A 3% $ 6,145,911 $ 7,400,000 $ 200,000 $ 20,800,000 City No Medium Partial Partial 0.8 No Yes Yes Oliveira Plaza Parking Lot Infiltration BMP (S) N/A 27% $ 2,065,112 $ 25,020,000 $ 200,000 $ 56,040,000 Private Yes Medium Partial Partial 0.5 No Yes Yes Teal Club Infiltration BMP (S) N/A 2% $ 16,761,791 $ 17,170,000 $ 200,000 $ 40,340,000 School District Yes Medium Partial Partial 0.5 Yes Yes Yes Doris Drain Outfall Agricultural Runoff Treatment System (S) N/A 0.4% $ 867,206 $ 40,000 $ 8,000 $ 320,000 County Partial Medium Partial Partial 0.4 Yes Yes No W 5th St Drain Outfall Agricultural Runoff Treatment System (S) N/A 0.3% $ 979,415 $ 40,000 $ 8,000 $ 320,000 Private Partial Medium Partial Partial 0.4 Yes Yes No Marathon Drain Outfall Agriciltural Runoff Treatment System (S) N/A 0.2% $ 2,062,473 $ 40,000 $ 8,000 $ 320,000 Private Partial Medium Partial Partial 0.4 Yes Yes No Diacos Private Ag Field Drain Outfall Agricultural Runoff Treatment System (S) N/A 0.01% $ 46,933,450 $ 40,000 $ 8,000 $ 320,000 Private Yes Medium Partial Partial 0.1 No Yes No Tab 1- Project Scoring Matrix Page 2 of 3
901

Community benefits have been evaluated and presented as an additional Project Evaluation Category. These are recorded for potential use in filtering, future prioritization, and/or funding decisions but are currently not factored into the scoring or ranking processes.

This scoring framework serves as a decision-making tool for the strategic selection and grouping of mitigation strategies. The ultimate intent is to combine strategies that collectively present the most anticipated effectiveness in achieving priority objectives. Mitigation strategies were assigned point values based on the following five categories and their underlying criteria:

1. Water Quality Benefits (WS)/ Water Quality Circulation Improvements (RW) o Additive % Load Reduction/ Percent RT Reduction (%)

2. Cost
o Cost-Effectiveness
o Capital Cost
o O&M Cost
o Lifecycle Cost

3. Timeline
o Planning/Permitting Timeline
o Post-Planning Implementation Timeline

4. Implementation Considerations
o Parcel Ownership
o Crosses Jurisdictional Boundaries
o Permitting Difficulty

5. Community Benefits
o Trash Reduction
o Community Benefits Proportions
o DAC Benefits
o Contributes to Maintenance of REC-2 Std
o Contributes to WQ Commensurate with REC-1 Std
o Aesthetic Improvements
All categories apart from Timeline were previously developed as part of the Project Scoring Matrix effort within development of the Mitigation Strategies Analysis Report. For scoring projects, the Project Evaluation Categories were normalized in point intervals of five, ranging from 0 to 25 903
CIH Weighted Prioritization Project Matrix Guide
2 potential points for each category. Project Evaluation Categories and associated scoring criteria are described and presented in the sections and tables below.

Water Quality Benefits
Additive Aggregate Pollutant Load Reduction or Percent RT Reduction (%): Calculated metric synthesizing the cumulative modeled pollutant-specific load reductions for WS strategies and the reduction in Harbor residence time (RT) for RW strategies. For WS strategies, this metric assumes mitigation strategies that cumulatively reduce pollutant loading across multiple pollutant types provide a greater overall water quality benefit than strategies with less overall pollutant load reduction benefit. Recent research indicates addressing multiple pollutants through integrated strategies assists in achieving holistic water quality improvements, especially in complex and urbanized watersheds (Strokal et al 2018). Note – this metric is dependent on strategy type. For WS strategies, this metric depicts the total percent reduction in pollutant loads for all modeled pollutants (i.e. bifenthrin, permethrin, nitrogen, phosphorus, copper, bacteria, dissolved oxygen).

For RW strategies, this metric depicts the percent reduction in average water parcel residence time throughout the nine Harbor zones.

Table 1: All Water Quality and Water Circulation criteria normalized ranges.

Costs
Cost criteria include capital, annual O&M, and 30-year lifecycle cost parameters, as well as a calculated cost-effectiveness metric.

Cost-Effectiveness: Calculated metric that combines Additive Aggregate Percent Load Reduction or Percent RT Reduction with estimated 30-yr Lifecycle Cost (see below) to obtain a cost-per-unit load/RT reduction cost-effectiveness measure.

Points Percent RT Reduction (RW) (%) Additive % Load Reduction (WS) 0 0% 0%
5 10% 1%
10 25% 5%
15 40% 10%
20 50% 30%
25 75% 77.5%
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3 Capital Cost: The total estimated upfront investment required to plan, design, permit, and construct a project or implement a mitigation strategy. It includes all expenditures necessary to bring a project from concept to operational readiness, excluding ongoing operational or maintenance-related expenses. For the purposes of this report, additional description of strategy type-specific capital costs is as follows:
• Watershed Nonstructural strategy capital costs utilized a combination of best available data and professional judgment based on project implementation efforts conducted by similar Phase I Municipal Separate Storm Sewer System (MS4) programs in Southern California and city-specific feedback from City of Oxnard staff. Most outreach and training costs assume mitigation strategy implementation integration with existing ongoing related programs.
• Watershed Structural strategy capital costs utilized engineer best-estimate construction cost estimates based on regression and other analysis of line-item project construction cost estimates derived from projects in the Los Angeles basin 2022-2024. • Receiving Water strategy capital costs utilized engineer best-estimate construction cost estimates based on general requirements, site preparation, and new construction costs.

Annual O&M Cost: Estimated recurring expenses required to operate, monitor, and maintain a project or mitigation strategy over its useful life. For the purposes of this report, calculation of Annual O&M Cost utilized similar additional description information as Capital Cost (see above). 30-yr Lifecycle Cost: Calculated metric consisting of: Capital Cost + (30 * Annual O&M Cost) + Replacement Cost (assumed to be equal to Capital Cost).

Project Capital and O&M Costs are estimates and subject to change. Additional study is needed to refine receiving water strategy permitting costs following conceptual design development, consultation with regulatory permitting agencies, and coordination with other interested parties.

Table 2: All Cost criteria normalized ranges.

Points CostEffectiveness Capital Cost O&M Cost Lifecycle Cost 0 > $18,594,799 > $22,554,800 > $1,000,000 > $56,040,000 5 $18,594,799 $22,554,800 $1,000,000 $56,040,000
10 $10,241,099 $10,295,000 $600,000 $29,984,800
15 $6,959,805 $6,675,000 $300,000 $22,350,000
20 $3,973,237 $3,728,600 $200,000 $16,050,000
25 $5,300 $15,000 $100,000 $320,000
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4 Timeline
Nonstructural Watershed Strategies (NS):

Nonstructural Watershed strategies are typically associated with approximate planning/permitting timelines of 1 – 2 years due to their need for coordination across multiple agencies, funding approvals, permit acquisition, and stakeholder engagement and program design. These efforts often involve developing effective behavior-change messaging, establishing relevant performance metrics, and ensuring compliance with stormwater management regulations or MS4 permit requirements. The implementation phase can generally be completed in about 0.5 – 1 year and focuses on outreach delivery, staff training, and equipment deployment. This shorter timeline reflects the relatively low level of physical construction and the scalable nature of Nonstructural BMPs compared to Structural infrastructure projects.

Structural Watershed Strategies (S):

Structural Watershed strategies typically require about 3 years for planning and permitting efforts due to the complexity of site selection, detailed engineering design, hydraulic and hydrologic modeling, and regulatory review processes. These projects often involve land acquisition, utility coordination, and environmental impact assessments, all of which lengthen the pre-construction timeline. Once approved, implementation generally takes about 1 year, as construction, inspection, and system commissioning are relatively straightforward compared to the design phase. However, these timelines can vary substantially based on factors such as project scale, permitting jurisdiction, site constraints, and funding availability, which have the potential to accelerate or delay both planning and implementation.

Receiving Water Strategies (RW):

Receiving Water strategies are the most complex projects in terms of planning, permitting, and implementation, with this fact reflected by their associated schedules. Like Watershed Structural strategies, these projects often involve highly complex permitting requirements and processes, engineering design, hydraulic and hydrologic modeling, and regulatory review processes as well as land acquisition, utility coordination, and environmental impact assessment efforts.

Implementation of Receiving Water strategies generally lasts 3 years or more due to project scale and other factors; construction of these projects is highly intensive relative to other strategy types.

Table 3: All Timeline criteria normalized ranges.

Points Planning/Permitting Timeline
(Years)
Post-Planning Implementation
Timeline (Years)
0 - -
5 10 5
10 8 4
15 6 3
20 4 2
25 2 1
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CIH Weighted Prioritization Project Matrix Guide
5 Implementation Considerations
Parcel Ownership: Qualitative parcel ownership attribute related to mitigation strategy implementation. Information derived from County of Ventura GIS information.

Crosses Jurisdictional Boundaries?: Calculated assessment metric related to expected ease of mitigation strategy implementation based on project location and underlying parcel ownership.

Evaluated according to the following criteria:
• Project implementation on parcels on parcels with private, multiple other public agencies, or mixed parcel ownership that would expect to require multi-jurisdictional agreements, right-of-entry-permits, and/or other agreements prior to implementation scores 1 point. • Project implementation requires multi-jurisdictional agreement with at least one other public or private agency scores 0.5 points.
• Project implementation exclusively on City-owned parcels scores 0 points.

Note that certain Watershed Nonstructural mitigation strategies were assumed to be implemented within City jurisdiction only. This reduces the complexity of implementation and allows for explicit implementation control within City jurisdiction.

Permitting Difficulty: Qualitative assessment of anticipated environmental and other permitting requirements necessary to facilitate mitigation strategy implementation. This categorical assessment metric utilized best professional judgement to review anticipated agency coordination and permit complexity.
• Low: Anticipated requirements include local agency coordination and/or low effort submittals.
• Medium: Anticipated requirements include local/state agency coordination and/or medium effort submittals.
• High: Anticipated requirements include local/state/federal agency coordination and/or high effort submittals and/or monitoring/special studies.

Table 4: All Implementation Consideration criteria normalized ranges.

Points Parcel Ownership Crosses Jurisdictional
Boundaries Permitting Difficulty
0 - Yes High
5 - - -
10 Mixed - -
15 Private - Medium
20 Municipal/Public/County - -
25 City No Low
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6 Community Benefits
Trash Reduction: Qualitative categorical (Yes/No) assessment of mitigation strategies for potential trash reduction benefits based on comparable municipal program reviews and best professional judgement.

CB Proportion: Assessment metric to synthesize the applicability of ten individual potential community benefits. Individual community benefits are evaluated according to the following criteria:
• Applicable scores 1 point.
• Partially/Potentially Applicable scores 0.5 points.
• Not Applicable scores 0 points.

CB Proportion is the sum of individual community benefit scores / 10.

DAC Benefits: Categorical assessment based on mitigation strategy potential to benefit one or more disadvantaged communities. Evaluated according to the following criteria:
• Mitigation strategy occurs within a disadvantaged community (Yes/1). • Mitigation strategy occurs adjacent to or partially within a disadvantaged community (Partial/0.5).
• Mitigation strategy occurs outside of a disadvantaged community (No/0).

Contributes to WQ Commensurate with REC-1 Standards: Qualitative categorical (Yes/No) assessment of mitigation strategy for having impacts commensurate with meeting REC-1 beneficial use standards.

Contributes to Maintenance of REC-2 Standards: Qualitative categorical (Yes/No) assessment of mitigation strategy for having impacts commensurate with meeting REC-2 beneficial use standards. 908
CIH Weighted Prioritization Project Matrix Guide
7 Aesthetic Improvements: Aggregate attribute intended to estimate aesthetic improvements in water quality. For Watershed strategies, trash reduction was used as the primary determinant of anticipated aesthetic benefits. For Receiving Water strategies, average water parcel residence time was used as the primary factor in estimating aesthetic improvements. A literature review was performed to assess potential waterbody residence time thresholds used to determine potential benefits to water quality aesthetics including presence of trash, water clarity, and water quality relative to waterbody beneficial use(s). Generally, a harbor with an average residence time not exceeding 1-2 weeks is considered well-mixed (Uncles et. al 2002). Enclosed harbor or bay residence times that exceed approximately 1-2 weeks generally correspond with increased turbidity and potential water quality issues (Marsooli et. al 2018). Accordingly, for the purposes of this study the following criteria were applied:
• Strategies that reduce average water parcel residence time to less than one week (Yes/1). • Strategies that reduce average water parcel residence time to between one and two weeks (Partial/0.5).
• Strategies that reduce average water parcel residence time to greater than two weeks or do not reduce average water parcel residence time (No/0).

Table 5: All Community Benefits criteria normalized ranges.

Points Trash
Reduction
Community
Benefits
Proportion
DAC
Benefits REC-1 REC-2 Aesthetic Improvements
0 No 0 No No No No
5 - 0.2 - - - -
10 - 0.3 - - - -
15 Partial 0.5 Partial - - Partial
20 - 1.5 - - - -
25 Yes 5.5 Yes Yes Yes Yes
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8 Watershed (WS) and Receiving Water (RW) Strategies:

The criteria within each Project Evaluation Category are weighted by a percentage in accordance with predetermined project goals and objectives to emphasize desired outcomes. The Criterion/Category Weights contribute to the factored scores shown in the light green and light blue columns of each strategy (Table 6). The raw scores are the total points gained from the criteria without weight values applied. Total Criterion/Category Score is the final weighted score for the strategy with all categories and criterion considered. In the weighting scenario depicted below, Community Benefits are not weighted and are rather included as supplemental factors which do not contribute to overall score and can be used to filter strategies. Category Weights are designed to allow for manipulation in accordance with existing priorities/preferences.

Table 6: Primary Scoring System for Project Evaluation Categories and Criteria. 910
CIH Weighted Prioritization Project Matrix Guide
9 Both the Watershed Strategies and Receiving Water Strategies sheets contain a standalone table which depicts all of the specified Category/Criteria Weights that are used in respective scoring.

These cells effectively act as dials which can be turned by changing the weight values in accordance with different priorities.

Table 7: Category and Criteria Weights.

The outcomes of the scoring process are the ranked strategies that are presented in the WS Strategy Rankings and RW Strategy Rankings sheets described below. These rankings are ultimately used to sort projects into groups, or ‘Category Weight Options’.

Watershed (WS) and Receiving Water (RW) Strategy Rankings:

Using the factored scores from WS Strategies and RW Strategies sheets, projects are ultimately ranked here, where the raw and factored scores for all criteria and categories are presented for each potential mitigation strategy. This sheet can be filtered/sorted to rank the projects based on their scores for any criterion or category in accordance with different sets of preferences or priorities.
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10 Scoring:

This sheet presents the raw scores acquired by each mitigation strategy for the individual criterion within each Project Evaluation Category, based on the Project Scoring Matrix data. Raw scores feed into the main scoring spreadsheets (WS Strategies and RW Strategies) where they are factored by Criterion and Category Weights to generate final factored scores that are used in the ranking process.

Category Weight Options:

Three preliminary Category Weight Options have been developed to reflect different potential approaches to achieving Study goals, each of which having a unique weighting scenario for Project Evaluation Categories. A brief description of these is as follows:

1. Category Weight Option A is curated toward maximizing water circulation through implementation of Receiving Water strategies. Category Weights are intended to reflect this priority, with Water Circulation Improvements/Water Quality Benefits (pertaining to Receiving Water/Watershed strategies, respectively) accounting for most of the overall scores.

1. Water Circulation/Water Quality: 65%

2. Cost: 20%

3. Implementation Considerations: 10%

4. Timeline: 5%

5. Community Benefits: 0%

2. Category Weight Option B is focused on minimizing costs. This weighting scenario was selected to explore a pathway in which feasible and expeditious strategy implementation is being prioritized above other considerations.

1. Cost: 65%

2. Water Quality: 20%

3. Implementation Considerations: 10%

4. Timeline: 5%

5. Community Benefits: 0%

3. Category Weight Option C is based on a more balanced approach: while Water Quality and Cost still account for a substantial proportion of overall Category Weights, this proportion has been reduced to allow added consideration for strategy Timelines and Implementation Considerations. Thus, while Water Quality- and Cost-related factors remain significant, this 912
CIH Weighted Prioritization Project Matrix Guide
11 Option is intended to present a potential pathway in which the weighting is balanced more evenly across Project Evaluation Categories.

1. Cost: 30%

2. Water Quality: 30%

3. Implementation Considerations: 20%

4. Timeline: 20%

5. Community Benefits: 0%
The top ranked projects with the above weighted categories are listed in the Category Weight Options sheet with the total factored scores of each Project Evaluation Category.

Development of the preliminary Category Weight Options demonstrates that mitigation strategies may rise to the top despite alterations to the Project Evaluation Category weight values. This is primarily attributable to the characteristics of these strategies aligning with several different priorities, as is reflected by the different Category Weighting Options. The Category Weight Options that are presented here are preliminary and intended to reflect potentially relevant scenarios. This process is designed to be repeatable as priorities and/or conditions change. 913
Meeting Date Meeting Groups Notes
6/13/2024 SD/CITY/MAC Bert Perello (City Council) was on mtg. 7/8/2024 SD/CRAFTWATER
8/29/2024 SD/CITY/CRAFTWATER
9/23/2024 SD/CRAFTWATER
9/26/2024 SD/CRAFTWATER
10/8/2024 SD/CRAFTWATER
10/29/2024 SD/CITY/CRAFTWATER/MAC
11/8/2024 SD/CRAFTWATER
12/9/2024 SD/CRAFTWATER/FARMBUREAU Jodi/Farm, Maureen/Farm 12/12/2024 SD/CRAFTWATER
1/21/2025 SD/CITY/CRAFTWATER/OWNER_MANDAL

AY POWER
Will Gustafson, Grant Gustafson
1/29/2025 SD/CRAFTWATER
1/30/2025 SD/CITY/CRAFTWATER/FARMBUREAU/M
2/24/2025 AC/OWNER_MANDALAY POWER SD/CRAFTWATER
3/12/2025 SD/CRAFTWATER
3/13/2025 SD/CRAFTWATER/OWNER_MANDALAY
POWER
Will Gus,Grant Mandalay
3/18/2025 SD/CRAFTWATER/VENTURA CNTY David Laak, Hayley Luna 3/26/2025 SD/CRAFTWATER/MAC
4/11/2025 SD/CRAFTWATER/FARMBUREAU Jodi/Farm, Maureen/Farm 4/17/2025 SD/CRAFTWATER
4/24/2025 SD/CITY/CRAFTWATER Esmeralda Garcia, Katie Casey 4/29/2025 SD/CITY/CRAFTWATER Terrel Harrison, Sandra Diaz 5/1/2025 SD/CITY/CRAFTWATER Andrew Dickson
5/7/2025 SD/CRAFTWATER
5/14/2025 SD/CITY/MAC
5/21/2025 SD/CITY/CRAFTWATER Timothy Beaman
6/11/2025 SD/CRAFTWATER
6/18/2025 SD/CRAFTWATER
7/1/2025 SD/CITY/CRAFTWATER/FARMBUREAU/M
7/7/2025 AC/OWNER_MANDALAY POWER SD/CRAFTWATER
7/9/2025 SD/CRAFTWATER
7/25/2025 SD/CRAFTWATER
7/29/2025 SD/CITY/CRAFTWATER/MAC/CALIF

STATE WATRBRD
Erik Burres (State of California)
7/31/2025 SD/CITY/CRAFTWATER
8/11/2025 SD/CITY/CRAFTWATER
8/13/2025 SD/CRAFTWATER/MAC Alan (MAC)
8/14/2025 SD/CITY/MAC Bert Perello (City Council)
8/20/2025 SD/CRAFTWATER
8/27/2025 SD/CRAFTWATER
9/3/2025 SD/CITY/CRAFTWATER
9/11/2025 SD/CRAFTWATER
9/17/2025 SD/CRAFTWATER
9/25/2025 SD/CRAFTWATER
1 914
Meeting Date Meeting Groups Notes
10/1/2025 SD/CRAFTWATER
10/8/2025 SD/CRAFTWATER
10/14/2025 SD/CRAFTWATER
10/15/2025 SD/CRAFTWATER
10/23/2025 SD/CRAFTWATER
10/29/2025 SD/CRAFTWATER
11/5/2025 SD/CRAFTWATER
11/25/2025 SD/CRAFTWATER
12/11/2025 SD/CITY/CRAFTWATER/MAC
12/17/2025 SD/CRAFTWATER
1/11/2026 SD/CRAFTWATER
2/25/2026 SD/CITY Review Final Water Qual Presentation
3/3/2026 SD/CRAFTWATER
3/16/2026 SD/CITY
3/19/2026 SD/CRAFTWATER
2 915
916
917
Channel Islands Harbor Water Quality
Implementation Plan Phase 1 Approval
City Council
May 5, 2026
Anthony Miller
Special Districts Manager
918
RECOMMENDATION 2
That the City Council direct staff to proceed with Phase 1 activities of the selected non-structural, structural, and receiving water strategies as outlined in Table 2 in this staff report. 919

BACKGROUND
• The Channel Islands Harbor is an artificial harbor with abutting commercial and residential developments that include Seabridge CFD, Westport CFD, Mandalay Bay WAD-Zone 1, and Harbour Island WAD-Zone 2.
• The Harbor area north of the Channel Islands Blvd. bridge was created with the development of these neighborhoods.
• Formation of the respective special districts were required to fund costs associated with maintaining and managing the harbor and its water quality.
3 920

BACKGROUND
• However, the City Council has previously authorized American Rescue Plan Act (“ARPA”) funding, and State grant funds, to fund a report examining feasible options for addressing Harbor water quality conditions.
• Additionally, in 2022, the County of Ventura provided $1.3 million in funding for the implementation of Harbor water quality mitigation measures.
4 921

BACKGROUND
• In June 2018, an algal bloom occurred in the Harbor. The bloom was followed by widespread low levels of dissolved oxygen in the water.
5 922

BACKGROUND
• Since then, the City of Oxnard (“City”), the County of Ventura (“County”), and residents of the Channel Islands Neighborhood Council’s (“CINC”) Marine Advisory Committee (“MAC”) have organized efforts to address water quality issues in the Harbor. • Substantial amounts of water quality data has been gathered by MAC volunteers to assist with identifying key contaminants and potential sources of contamination within the Harbor.
• This data gathering effort has provided the foundation to develop a report to examine options for improvements to Harbor water quality conditions and circulation.
6 923
BACKGROUND • On February 24th, 2024, the
City Council approved the
contract with Craftwater
Engineering (Craftwater) for
the development of a list of
mitigation measures, evaluation
of their possible feasibility, and
the development of an
implementation plan for those
measures which were deemed
the most effective.
7 924
DISCUSSION - Initial Analysis
Channel Islands Harbor Watershed
8 925
DISCUSSION - Initial Analysis
• To understand the recommended approaches within the
Implementation Plan, the process through which it was created must be explained
• The Implementation Plan was created after a thorough process involving multiple stakeholders and source material review. 9 926
DISCUSSION - Initial Analysis
• Beginning with the Goals and Objective Memo, Craftwater identified key factors affecting harbor water quality
10 927
DISCUSSION - Initial Analysis
• Key factors within the Channel Islands Harbor watershed identified the following primary constituents of concern:
•
11 Constituent of Concern Category Reason for Identification Potential Sources Bifenthrin Pesticide Magnitude of Exceedances/
Toxicity to Aquatic Wildlife
Agricultural/Landscape
Runoff
Permethrin Pesticide Magnitude of Exceedences/
Toxicity to Aquatic Wildlife
Agricultural/Landscape
Runoff
Copper Metals Magnitude of Exceedences/
Toxicity to Aquatic Wildlife
Urban runoff, anti-fouling
boat paint, and aerial
deposition
Low Dissolved Oxygen Eutrophic Conditions Overall indicator of water quality and circulation Poor Mixing/Circulation
928
DISCUSSION - Constituents of Concerns & Stakeholder Input • Identification of potential sources of constituents of concern allowed for the inclusion of additional groups of stakeholders • The following groups were identified for outreach efforts and included throughout the study
• Channel Islands Neighborhood Council - Marine Advisory Committee (MAC)
• Ventura County Farm Bureau
• Farmers/Agricultural Landowners within the watershed area • Mandalay Generating Station and Edison Canal Landowners • Non-Special Districts Division City Staff (e.g. Engineering, Wastewater, Environmental Resources)
• Ventura County Public Works Department Staff
12 929
DISCUSSION - Constituents of Concerns & Stakeholder Input • With stakeholders and constituents of concern identified, mitigation strategies were created and sorted into three categories:
• Non-Structural - education programs and procedural methods that the City may implement through contracts or maintenance efforts. • Structural - construction of structural “Best Management Practices” (BMPs) at specific points to physically treat runoff.
• Receiving Water - improving water quality through reducing residence time and increasing overall circulation once water has been “received” into the harbor body itself.
• 103 total strategies were considered
13 930
DISCUSSION - Constituents of Concerns & Stakeholder Input • The MAC group provided additional input reiterating that the mitigation strategies that addressed circulation were not being prioritized highly enough.
• Craftwater and City staff made direct attempts to address these concerns through the implementation of a weighted category project evaluation approach in collaboration with the MAC group.
14 931
DISCUSSION - Approach to Strategy Selection
• To narrow down the total strategies
considered for implementation, scoring
criteria were created and weighted
scores given to each strategy.
• Each strategy was scored on five
normalized parameters
• “Community Benefits” were scored but
excluded from the overall score totals.
• Instead it was included to be used as a
filter to help determine which
mitigation strategies could be
considered for implementation
15 932
DISCUSSION - Approach to Strategy Selection
• Depending on which parameter is
considered the highest priority, different
strategies score higher than others
• Three Category Weight Options were
considered
• Maximizing Circulation (Option A)
• Cost Efficiency (Option B)
• Balanced Approach (Option C)
• Staff recommendations are sourced from
the Balanced Approach weighting option
16 933
DISCUSSION - Approach to Strategy Selection
• Top scoring strategies within the Balanced Approach are:
17 934
DISCUSSION - Phase 1 Implementation Recommendations
• Staff recommended strategies include (Table 2):
* This option has been added as it was included within the PWTC motion. ** Projected residence time reduction varies depending on the rate of pumping. 18 Non-Structural
Projected Pollutant
Load Reduction
Structural
Projected Pollutant
Load Reduction
Receiving Water
Projected Residence
Time Reduction
Targeted Nutrient/Pesticide
Source Control -
Agricultural Coordination
62%
Wilson Park Infiltration
BMP
10%
Passive Edison Canal
Connection 73%
Municipal Operations
Enhancement Source
Control - Street Sweeping
and Catch Basin Cleaning
Optimization
49%
Oliveira Plaza Parking Lot
Infiltration BMP 27%
Edison Canal Pump
Resumption* **
Targeted Nutrient/Pesticide
Source Control - Illicit
Discharge Detection and
Elimination
27%
Agricultural Runoff
Treatment System
1%
Trash Reduction -
Mechanical Filtration 11%
935
DISCUSSION - Phase 1 Implementation Recommendations
• In recognition of consistent stakeholder feedback and to address circulation as a constituent of concern, a Receiving Water strategy has been included despite it not being a recommended strategy within the Balanced Approach
• Non-Structural approaches to water quality management are very important to the overall approach as regulatory bodies will require the demonstration of a comprehensive approach to total pollutant load reduction prior to permitting the
construction of any large Receiving Water strategy.
• Overall, staff selected strategies from within the balanced approach in order to best balance cost concerns with
real-world water quality improvement.
19 936
DISCUSSION - Phase 1 Implementation Recommendations
• The Campus Park Infiltration BMP was removed as the current Campus Park Activation CIP project includes infiltration and filtration BMPs within its design.
• Included in place is the Agricultural Runoff Treatment BMP strategy due to low estimated capital and O&M costs (and high cost-efficiency) and anticipated effectiveness in addressing nutrients in agricultural runoff.
20 937
DISCUSSION - Phase 1 Implementation Recommendations
• In recognition of continued stakeholder feedback regarding the need for improved residence times, staff recommended the inclusion of the Passive Edison Canal Connection (Receiving Water strategy) within Phase 1 for further exploration. • During the April 14th Public Works and Transportation Committee Workshop, many members of the public spoke in favor of replacing the Passive Edison Canal Connection with a “low-flow” Edison Canal Pump Resumption strategy.
• Although modeling data suggests that this strategy would be less effective than the passive option, the Committee motion directs staff to include a pumping strategy in the initial exploration of receiving water strategies.
21 938
DISCUSSION - Phase 1 Implementation Recommendations
• Next steps for the Phase 1 implementation are anticipated to occur over the next few years and involve a variety of
simultaneous steps.
• Non-Structural strategies are front-loaded within the timeline, as they are anticipated to have the least complex
implementation concerns.
22 939
DISCUSSION - Phase 1 Implementation Recommendations
• Full implementation is expected to take significant time. • Specific strategies may be implemented earlier than others. • For example, non-structural strategies are identified as “year 1” implementation items within Craftwater’s recommended Phase 1 steps 23 940
DISCUSSION - Evaluation and/or Monitoring of Strategies • An adaptive management plan is recommended for the
evaluation of each strategy throughout implementation.
• Key considerations for adaptive management:
• Constituent Monitoring
• Funding Acquisition
• Identified strategies can be altered if found to be ineffective or if other funding/regulatory opportunities becomes available. 24 941
DISCUSSION - Evaluation and/or Monitoring of Strategies 25 • The monitoring plan may be limited in order to reduce cost focus on specific constituents of concern:
• Bifenthren
• Permethrin
• Copper
• Dissolved Oxygen
• Enterococcus
• Nutrients
• Outside testing and monitoring resources (Farm Bureau, County) are recommended to be included in the City’s
approach
942
DISCUSSION - Evaluation and/or Monitoring of Strategies 26 • Collected data will be compiled, analyzed for trends and performance, and summarized in regular reporting to inform ongoing program refinement, with data gaps identified for supplemental monitoring as needed.
• This is an early component of the Phase 1 implementation plan, to provide baseline information.
• If a strategy is evaluated as having little impact, it will be recommended for removal or replacement within the plan. • Additionally, if insurmountable regulatory concerns are raised during initial discussions with permitting agencies, regarding the planned Receiving Water strategy implementation, then the strategy may also need to be removed or replaced.
943
DISCUSSION - Summary of Next Steps
In summary, Phase 1 of the Implementation Plan as recommended by staff involves the following:

Non Structural Strategy Implementation
• Solicitation of environmental science professional services for:
• Development of outreach materials for coordination based Non-Structural Strategies
• Programmatic optimizations and technological upgrades for existing street sweeping and catch basin cleaning efforts
• Development of work plan and protocols for illicit discharge detection and elimination
• Selection of sites for installation of trash capture devices • Solicitation for drainage study and designs per each location 27 944
DISCUSSION - Summary of Next Steps
In summary, Phase 1 of the Implementation Plan as recommended by staff involves the following:

Structural Strategy Implementation
• Solicitation for professional planning, engineering and design services for selected Structural BMPs
• Coordination with agricultural landowners at key discharge locations for direct agricultural runoff treatment
28 945
DISCUSSION - Summary of Next Steps
In summary, Phase 1 of the Implementation Plan as recommended by staff involves the following:

Receiving Water Strategy Implementation
• Direct MGS landowner engagement
• Solicitation of environmental science professional services for:
• Regulatory agency consultation and environmental review • Preliminary concept design(s) plan development
29 946
DISCUSSION - Summary of Next Steps
In summary, Phase 1 of the Implementation Plan as recommended by staff involves the following:

Continued Monitoring/Adaptive Management
• Solicitation for environmental science professional services for:
• Development of a monitoring program to include comprehensive project data compilation
• Planning and development of water quality monitoring protocols, data collection mechanism(s), laboratory analysis, long-term data and trend analyses, and reporting.
• Program planning and adaptive management processes
30 947
DISCUSSION - Summary of Next Steps
In summary, Phase 1 of the Implementation Plan as recommended by staff involves the following:

Funding Identification
• Solicitation for funding acquisition services (grant writing and application) • Identification of additional funding programs which match implementation strategies
31 948
DISCUSSION - Summary of Next Steps
• Implementation of staff’s recommendation will involve many different divisions and departments in the City.
• It may also require significant staff time and resources. • Approval of these recommendations will need to be weighed with other existing priorities for City departments/divisions that will participate in the implementation of these
recommendations.
• Some of the proposed strategies have on-going General Fund budgeting impacts. For example, construction (e.g. Wilson Park Infiltration BMP) will result in having to maintain and repair/replace the new infrastructure in perpetuity.
32 949

FINANCIAL IMPACT
• The Craftwater Feasibility Study and Implementation Plan project has so far been funded entirely by American Rescue Plan Act (ARPA) funds and California Department of Water
Resources grant funds.
• $3.1 million have been secured for water quality related efforts • $948,164 has been spent as of March 6, 2026 (this is includes water quality testing, the Feasibility Study and Implementation Plan, and administrative expenses)
• With approximately $2.1 million remaining dedicated to water quality mitigation efforts, staff is proposing an initial $1 million spending plan to support the implementation of the
recommended mitigation strategies.
33 950
FINANCIAL IMPACT 34
Strategy Type Strategy Proposed Allocation Cost Details Non-Structural
Targeted Nutrient/Pesticide Source Control -
Agricultural Coordination $50,000 Develop and produce materials; create outreach schedule Municipal Operations Enhancement Source
Control - Street Sweeping and Catch Basin
Cleaning Optimization
$100,000 Analysis & optimization of sweeping routes and CBC work plan; technological upgrades
Targeted Nutrient/Pesticide Source Control -
Illicit Discharge Detection and Elimination $50,000 Development of work plan and protocols; Trash Reduction - Mechanical Filtration $100,000 Selection of sites; drainage study, design plans (10 sites) Structural
Wilson Park Infiltration BMP $100,000 Conduct project-level feasibility assessment; prepare concept-level designs; evaluate permitting needs
Oliveira Plaza Parking Lot Infiltration BMP $150,000 Conduct project-level feasibility assessment; prepare concept-level designs; evaluate permitting needs
Agricultural Runoff Treatment System Pilot
Project $75,000 Coordination with agricultural landowners; concept-level designs (3 sites) Receiving Water Passive Edison Canal Connection/Edison
Canal Pump Resumption $250,000 Preliminary concept design; regulatory agency consultation Monitoring Post-Implementation Monitoring $50,000+ (annually) Development of monitoring work plan and protocols Funding Identification Funding Identification & Grant
Planning/Submission $75,000 Research and pursue funding opportunities to supplement available funds Total $1,000,000
951

FINANCIAL IMPACT
• The proposed spending plan differs slightly from the Craftwater proposed plan in the Implementation Plan report.
• Adjustments were made to reflect expenses more in line with expected costs using current City agreements for similar services.
• Note that this is an estimate and additional funds may be required to move strategies/projects forward. Any funding amount over the total of $3.1M will be brought back to City Council for consideration prior to encumbering the funds. 35 952

FINANCIAL IMPACT
• There is no impact on the General Fund or any Special District funds.
• Future funding sources may need to include debt financing, special assessments, or other funding sources outside of the City’s current resources due to the expected high cost of continued programs, monitoring, structural strategy
construction and receiving water strategy implementation. 36 953

COMMITTEE OUTCOME
• The Public Works and Transportation Committee approved 3-0 on April 14, 2026 to approve the staff recommendation, with the direction of adding a pumping project to Table 2 under the “Receiving Water” category, and to forward the item for Council approval.
37 954

QUESTIONS
955

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. N.3
DATE: May 5, 2026
TO: City Council
FROM: Brenda Lopez, Housing Director, (805) 385-8092, [email protected] SUBJECT: HOME-ARP Loan Agreement for the Cypress Place at Garden City II Apartments, a 59-Unit Affordable Rental Project located at 5482 Cypress Road.

RECOMMENDATION
That the City Council adopt a resolution approving and authorizing the City Manager to execute a $1,200,000 HOMEARP loan agreement, and any and all related documents thereto, with Cypress Place at Garden City II, LP for the development of a fifty-nine (59) affordable unit and one (1) manager’s unit rental housing project located at 5482 Cypress Road, and known as the Cypress Place at Garden City II Apartments. (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/vry817LB_E0

BACKGROUND
On February 3, 2020 and February 18, 2020 the Community Development Director and the Planning Commission, respectively, approved a two phase project consisting of one-hundred and fifty (150) units. The first phase includes an eighty-nine (89) affordable unit and one manager’s unit rental housing project located at 5536 and 5462 Cypress Road, known as Cypress Place at Garden City Phase I (Cypress I). On February 23, 2026, the project received a temporary certificate of occupancy and is expected to be completed by July, 2026. Cypress I provides lower income housing targeting farmworker families. Phase II, Cypress Place at Garden City II Apartments, consists of fifty-nine (59) affordable units and one (1) manager’s unit rental housing construction project located at 5482 Cypress Road (“Cypress II”). The unit mix of Phase II will consist of twelve (12) one-bedroom units, twenty-seven (27) two-bedroom units, and twenty (21) three-bedroom units. The amenities included in Cypress I & II include a two-story 8,000 square foot community room, along with a computer lab, community kitchen, and outdoor recreational area.

Phase II will provide affordable housing for households with incomes up to 60% of Area Median Income (AMI), except for the five units subject to the City’s loan agreement which will be additionally restricted to Qualifying Populations. Qualifying Populations, as defined by the U.S. Department of Housing and Urban Development (HUD) for the HOME-ARP program include persons experiencing homeless or at risk of homelessness; fleeing or attempting to flee, domestic violence, dating violence, sexual assault, stalking, or human trafficking; and Other Populations as defined by HUD, where providing supportive services or assistance would prevent the family’s homelessness or would serve those with the greatest risk of housing instability.

The project sponsor, Peoples’ Self-Help Housing (”PSHH”) is a non-profit housing organization that provides affordable rental and for-sale housing to low-income households. For the past fifty-two (52) years PSHH has been one of the leading non-profit housing developers in San Luis Obispo, Santa Barbara, Monterey, and Ventura counties. PSHH has created over 1,200 homeownership homes through its “sweat equity” program and has developed over 2,000 rental units. 956
HOME-ARP Program Funding
On September 20, 2021, HUD awarded the City of Oxnard $2,772,021, followed by an additional $4,166, for a total of $2,776,187, in HOME American Rescue Plan (HOME-ARP) to address homelessness and affordable housing needs. The deadline to fully expend the funds is September 30, 2030. From December 2022 through February 2023 substantial community outreach was conducted to receive input on how to prioritize use of HOME-ARP funding. Overwhelmingly, feedback received was to prioritize the creation of new permanent supportive housing (no specific projects included). A total of $2,400,000 is currently allocated towards Affordable Rental Housing Development and $376,187 for program administration.

On March 21, 2023, the City Council approved an amendment to incorporate HOME-ARP funding awarded from HUD into the FY 2023-2024 Annual Action Plan (AAP). During the outreach process, numerous affordable housing developers expressed interest in utilizing HOME ARP funding to construct affordable housing. During that meeting staff committed to selecting affordable rental projects to receive HOME-ARP funding and returning to the City Council for final funding approval.

On December 13, 2023, a commitment letter was issued to PSHH for $1,200,000 HOME-ARP Funding for the development of Cypress II contingent on complying with all federal funding requirements, securing all other financing necessary for the development of the Project, and final City Council approval of the loan agreements.

DISCUSSION
Development Costs, Timing, Funding Sources, and Loan Terms The total development cost for Cypress II is estimated to be $43,510,037. While PSHH has secured a majority of the funding commitments necessary for development, as summarized below, a financial gap exists. PSSH requested funding from the City of Oxnard to close the funding gap. To address the gap, the Housing Department requests awarding $1,200,000 in HOME-ARP to PSSH to support the project.

Permanent Sources of Funds Amount Status
Bank of America Taxable Loan $4,243,000 Committed
Joe Serna Jr. Farmworker Housing Grant Program $15,424,666 Committed County General Fund $1,800,000 Committed
Deferred Developer Fee $2,678,063 Committed
GP Capital Sponsor $100 Committed
Limited Partners $18,164,208 Committed
City of Oxnard HOME-ARP Loan $1,200,000 Current Request Total $43,510,037
If PSSH is able to secure all of the funding, the project is estimated to begin construction in the summer of 2026 and complete construction in 2028. The loan agreement provides the following terms:

1. HOME-ARP Loan amount of $1,200,000;

2. 3% simple interest;

3. Regulatory agreement term of fifty-five (55) years; and

4. Repayment of the City Loan will be on a residual receipt’s basis.

The documents as to form for the HOME-ARP loan and regulatory agreements, deed of trust, and promissory note are attached to this report (Attachments 2).
957

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, promote safe neighborhoods, encourage community engagement, and support our residents in their efforts to improve their quality of life.

FINANCIAL IMPACT
The Housing Department has existing HOME-ARP appropriations necessary to fund the HOME-ARP Loan for $1,200,000. There will be a remaining $1,200,000 balance which has been committed to the Aspire Apartments project, fully exhausting all funds designated for Affordable Rental Housing Development. The program administration budget has a remaining balance of $315,297.

For Finance Use Only:
$1,200,000 - HOME-ARP-Fund (Org. 2028105 Obj. 53600 Project # G2410)

COMMITTEE OUTCOME
This item did not originate in Committee because it is a continuation of other items previously considered by City Council as summarized below:

1. February 21, 2023 - Loan Agreements For the Cypress Place at Garden City Phase I Affordable Rental Housing Project People’s Self Help Housing. Click here to view the Measure M pre-recorded presentation video.

2. March 21, 2023 - Third Amendment to the 2021-2022 AAP to Incorporate Supplemental HOME American Rescue Plan (HOME-ARP) funding. Click here to view the Measure M pre-recorded presentation video.

Prepared by: Brenda Lopez, Housing Director

ATTACHMENTS

1. Attachment 1- Resolution

2. Attachment 2- HOME-ARP Loan Documents

3. Attachment 3- Presentation
958
RESOLUTION NO. ______________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OXNARD

APPROVING AND AUTHORIZING THE CITY MANAGER TO ENTER INTO A

HOME-ARP LOAN AGREEMENT IN THE PRINCIPAL AMOUNT OF
$1,200,000 WITH CYPRESS PLACE AT GARDEN CITY II, LP FOR THE DEVELOPMENT OF OF A FIFTY-NINE (59) AFFORDABLE UNIT AND ONE (1) MANAGER’S UNIT RENTAL HOUSING PROJECT LOCATED AT 5482

CYPRESS ROAD, AND KNOWN AS THE CYPRESS PLACE AT GARDEN CITY

II APARTMENTS
WHEREAS, the City Council hereby finds and declares that it is necessary, essential and a public purpose for the City of Oxnard (“City”) to enter an agreement with Cypress Place at Garden City II, LP, a California limited partnership ("Cypress Place II") to facilitate Cypress Place II’s development of Fifty-nine (59) affordable unit and one (1) manager's unit rental housing project on certain real property located at 5482 Cypress Road, Oxnard, California ("Project"); and
WHEREAS, in furtherance of the Project the City Council desires to approve a loan in the amount of $1,200,000 from the Home Investment Partnerships Act, American Rescue Act “(HOME-ARP”) funds received from the United States Department of Housing and Urban Development ("HUD") pursuant to the American Rescue Plan Act of 2021, and to authorize the City Manager to execute a (i) HOME-ARP Loan Agreement; (ii) Promissory Note; (iii) Deed of Trust with Assignment of Rents; and (iv) Regulatory Agreement (collectively "HOME-ARP Loan Documents") by and between City and Cypress Place at Garden City II, LP; and
WHEREAS, the HOME-ARP Loan Documents will provide the following terms:
(a) 3% simple interest; (b) loan and regulatory agreement terms of fifty-five years after the recordation date of a notice of completion for the Project; and (c) repayment of the loan will be on a residual receipts basis, with 50% of the residual receipts split pro-rata among all soft lenders based on the original principal amount of each soft lender loan.

NOW, THEREFORE, the City Council of the City of Oxnard resolves as follows:

1. The City Council hereby finds and declares that the above recitals are true and correct.

2. The City Council further approves and authorizes the City Manager to take all needed actions and execute all requisite documents on behalf of the City in consultation with the City Attorney relative to the HOME-ARP Loan Documents; and any other agreements or documents for the purpose of developing, maintaining and operating the Project.

3. This Resolution shall take effect from and after the date of its passage and adoption.
(Signatures appear on the next page)
959
PASSED AND ADOPTED this__________ day of __________, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Luis A. Mc Arthur, Mayor
ATTEST:
________________________________
Lourdes A. López, City Clerk
APPROVED AS TO FORM:
___________________________________
Stephen M. Fischer, City Attorney
960
Agreement # 32600399
1782\08\4198736.3 1

CITY HOME-ARP LOAN AGREEMENT
($1,200,000)
Between
City of Oxnard
and
Cypress Place at Garden City II, L.P.

961
Agreement # 32600399
1782\08\4198736.3 2

CITY HOME-ARP LOAN AGREEMENT
(Cypress Place II – HOME-ARP Loan)
This City HOME-ARP Loan Agreement (“City HOME-ARP Agreement”) is dated as of __________________, 2026 (“Effective Date”), by and between the City of Oxnard, a municipal corporation of the State of California (the “Lender” or “City”), and Cypress Place at Garden City II, L.P., a California limited partnership (the "Borrower"), whose address is 1060 Kendall Road San Luis Obispo, CA 93401. The City and the Borrower shall collectively be referred to hereinafter as the "Parties" and each a “Party.”

RECITALS
A. Defined terms used but not defined in these recitals are as defined in Article 1 of this Agreement.

B. Lender wishes to promote the development of affordable rental housing in neighborhoods in need of revitalization in the City of Oxnard and provide a greater choice of housing opportunities for low-income Households.

C. There is a need to expand affordable rental housing to homeless persons, and to promote projects that combine supportive services with housing, as documented in the City of Oxnard HOME-ARP Allocation Plan.

D. Borrower is the owner of that certain real property located at 5482 Cypress Road, Oxnard, California 93033 as more particularly described in the legal description attached hereto as Exhibit A (the “Property”).

E. Borrower intends to construct sixty (60) units of affordable housing, inclusive of one (1) unrestricted manager’s unit on the Property (“Project”).

F. Five (5) of the sixty (60) units shall be restricted to occupancy by Qualifying Populations (“HOME-ARP Assisted Unit”); the amount of monthly rent charged to tenants of HOME-ARP Assisted Units shall not exceed the Qualifying Rent, as defined in Section 1.33, below.

G. Under the American Rescue Plan Act of 2021 (“ARP”), signed into law by President Biden on March 11, 2021 (Public Law 117-2), Lender has been awarded Home Investment Partnerships Program funds (“HOME-ARP Funds”) from the United States Department of Housing and Urban Development (“HUD”), pursuant to the Cranston-Gonzales National Affordable Housing Act of 1990, for the purpose of expanding the supply of decent, safe, sanitary and affordable housing for low-income persons and families.

H. Borrower desires to borrow from the City and the City desires to lend Borrower One Million Two-Hundred Thousand Dollars ($1,200,000) in HOME-ARP funds (“City HOME-ARP Loan”) for development and construction of the Project. These funds are subject to HOME-ARP regulations set forth in Notice CPD-21-10: Requirements for the Use of Funds in the HOME-ARP Program, which outlines the requirements for the use of funds appropriated under Section 3205 of the ARP for the HOME Investment Partnerships Program (“HOME”) to provide homelessness assistance and supportive services. 962
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I. The City HOME-ARP Loan is being made to finance the construction costs for the Project.

The Project will increase the supply of affordable rental housing in the City of Oxnard. Due to the assistance provided to Borrower pursuant to this Agreement, the City has designated five (5) units as HOME-ARPAssisted Units, which Units are "fixed" Units as defined in 24 C.F.R. 92.252(j). The HOME-ARP Assisted Units are required to include four (4) one-bedroom Units and one (1) two-bedroom Units. One threebedroom unit shall be the manager's unit. The Parties reasonably expect that construction and development of the Project will commence within one year of execution of this City HOME-ARP Loan Agreement.

J. Concurrently herewith, the Parties are entering into that certain City HOME-ARP Loan Regulatory Agreement and Declaration of Restrictive Covenants (“CITY HOME-ARP Loan Regulatory Agreement”) restricting rents and establishing tenant income eligibility requirements with respect to the HOME-ARP Assisted Units.

K. The Parties desire to memorialize the terms of the City HOME-ARP Loan in this City HOME-ARP Loan Agreement, a promissory note in the original principal amount of One Million TwoHundred Thousand Dollars ($1,200,000), executed by Borrower in favor of Lender, and secured by a deed of trust.

NOW THEREFORE, IN CONSIDERATION of the mutual agreements, obligations, and representations set forth herein, and in further consideration for the making of the City HOME-ARP Loan, Borrower and Lender hereby agree as follows:

ARTICLE 1.

DEFINITIONS
The following terms have the meanings and content set forth in this Article 1 wherever used in this City HOME-ARP Loan Agreement.

1.1 “AFFIRMATIVE MARKETING” means actions taken to provide information to and otherwise encourage eligible potential tenants in the housing market area who are not likely to apply without special outreach to apply for the available Project housing, without regard to race, color, national origin, sex, religion, familial status or disability, in conformance with 24 CFR 92.351.

1.2 “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 City, which shall form the basis for determining the Residual Receipts.

1.3 “AREA MEDIAN INCOME” or “AMI” means for Ventura County Metropolitan Statistical Area as determined by HUD and published by HCD, adjusted for household size.

1.4 “BORROWER” means Cypress Place at Garden City II, LP, a California limited liability partnership.

1.5 “BUDGET” means that budget for the Project attached hereto as Exhibit B, which is hereby incorporated into this HOME-ARP Loan Agreement by this reference, and which identifies the sources and uses of Project costs, disbursement schedule, and specifies the costs to be paid with HOMEARP Loan proceeds in conformance with 24 CFR 92.206. 963
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1.6 “CITY” means the City of Oxnard, a municipal corporation of the State of California.

1.7 “CITY HOME-ARP LOAN” means the loan of HOME-ARP Funds from City to Borrower in the original principal amount of One Million Two-Hundred Thousand Dollars ($1,200,000) as provided in this City HOME-ARP Loan Agreement to finance Project development and construction.

1.8 “CITY HOME-ARP LOAN AGREEMENT” means this loan agreement entered into by and between Lender and Borrower.

1.9 “CITY HOME-ARP LOAN DEED OF TRUST” means that deed of trust with assignment of rents, recorded against the Property and the improvements to be constructed thereon as security for the City HOME-ARP Loan by Borrower as trustor with Lender as beneficiary, as well as any amendments to, modifications of, and restatements of said City HOME-ARP Loan Deed of Trust entered into concurrently herewith.

1.10 “CITY HOME-ARP LOAN DOCUMENTS” means, collectively, the City HOME-ARP Loan Agreement, the City HOME-ARP Promissory Note, the City HOME-ARP Loan Deed of Trust, and the City HOME-ARP Loan Regulatory Agreement, as they may be amended, modified, or restated from time to time, along with all exhibits and attachments to such documents.

1.11 “CITY HOME-ARP PROMISSORY NOTE” means the promissory note executed by the Borrower concurrently herewith in favor of Lender in the amount of One Million Two Hundred Thousand Dollars ($1,200,000), to evidence the City HOME-ARP Loan as well as any amendments to, modifications of, or restatements of said promissory note entered into concurrently herewith.

1.12 “CITY HOME-ARP LOAN REGULATORY AGREEMENT” means the agreement executed by Borrower and Lender entered into concurrently herewith and recorded against the Property which regulates the use of the HOME-ARP-Assisted Units.

1.13 “COORDINATED ENTRY SYSTEM” means the information system utilized by Lender under the Ventura County Continuum of Care Alliance for coordinating, prioritizing and insuring to the greatest extent possible non-duplication of homeless programs and services, which accordingly identifies the most vulnerable homeless persons and households and serves as basis to inform priority provision of HOME-ARP Assisted Units to Qualifying Populations.

1.14 “COUNTY LOAN” means the loan to Borrower made by the County of Ventura in the approximate principal amount of $1,800,000.

1.15 “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, state, or local 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 industry standards and in compliance with all applicable laws at the time of such use. 1,16 “HCD” means the California Department of Housing and Community Development. 964
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1.17 “HOME-ARP AFFORDABILITY PERIOD” means collectively the period of time during which the HOME-ARP-Assisted Units must meet the affordability requirements imposed under the HOME-ARP Program, commencing upon Project Completion Date in the Integrated Disbursement and Information System (IDIS) established by HUD, in conformance with 24 CFR 92.2 and 24 CFR 92.252(e) for a period of twenty (20) years after Project Completion Date and the recordation of the notice of completion and the City extended affordability period, which begins at the end of the initial twenty (20) year period and extends for an additional thirty-five (35) years for a total term of fifty-five (55) years from the recordation of the notice of completion.”

1.18 “HOME-ARP-ASSISTED UNIT” means those five (5) Project apartment Units subject to HOME-ARP funding requirements pursuant to the HOME-ARP Loan Documents, and subject to additional restrictions and requirements set forth the HOME-ARP Loan Regulatory Agreement, which are restricted to occupancy by Qualifying Populations.

1.19 “HOME-ARP FUNDS” means funds provided to Borrower by Lender pursuant to the terms of this City HOME-ARP Loan Agreement and as defined in 24 CFR 92.2.

1.20 “HUD” means the United States Department of Housing and Urban Development.

1.21 “INSURANCE REQUIREMENTS” means the insurance coverages which must be in full force and effect at all times during the Term of this City HOME-ARP Loan Agreement, as specified in Exhibit C, which is attached hereto and hereby incorporated into this City HOME-ARP Loan Agreement by this reference.

1.22 “LENDER” means the City of Oxnard, a municipal corporation of the State of California.

1.23 “LOW-INCOME HOUSEHOLD” means a household with household income at or below eighty-percent (80%) of the Area Median Income, as defined by the U.S. Department of Housing and Urban Development at 24 CFR Part 92.

1.24 “MONITORING FEE” The City shall charge Borrower an annual monitoring fee in the initial amount of $115 per HOME-ARP Unit, and increased annually by 3%, to conduct on-site Project monitoring.

1.25 “OPERATING EXPENSES” means, actual, reasonable and customary costs, fees and expenses directly attributable to the operation, maintenance, and management of the Project, including, but not limited to, pest control, landscaping and grounds maintenance, painting, cleaning, repairs and alterations, landscaping, utilities, rubbish removal, certificates, permits and licenses, sewer charges, real and personal property taxes and assessments, insurance, reasonable property management fee, City monitoring fee, security, advertising, promotion and publicity, office, janitorial, cleaning and building supplies, lease payments if any, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys, consultants and other professionals, salaries, wages, and other employee compensation and benefits, employee education, training, and travel, rent, utilities, communication costs, taxes, insurance, equipment, and materials and supplies, any fees or costs in connection with resident/social services provided to tenants, social services oversight fee, any current and accrued annual asset management fee, or similar fee, paid to the Tax Credit Investor or its designee, any current and accrued annual partnership management fee, or similar fee, paid 965
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to the managing general partner of the Borrower, payment of any previously unpaid portion of the developer fee allowed to be repaid in a priority position as set forth in Section 4.15, capital adjusted under the Borrower's Partnership Agreement; repayment of any advances or loans made by a partner in the Borrower to fund operating shortfalls; extraordinary operating costs specifically approved by the City. other ordinary and reasonable operating expenses not listed above, and payments of principal and interest on the Senior Loan. Operating Expenses shall also include cash deposited into reserves for operating expenses with respect to the Project, not to exceed an amount sufficient to pay at least three (3) months of operating expenses and three (3) months of mandatory debt service payments (“Target Balance”), or such greater amount as may be required by a Senior Lender or the Tax Credit Investor and approved by the City, an amount approved by Lender and capital replacements with respect to the Project in an amount not less than two hundred fifty dollars ($250) per unit and not more than five hundred dollars ($500) per unit, which amounts may increase by 3% annually, or such higher amount as may be required by the Tax Credit Investor or Senior Lender and approved by City. 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 each Annual Financial Statement.

1.26 “PARTNERSHIP AGREEMENT” means the Agreement of Limited Partnership executed by the partners of Borrower, to be amended and restated upon admittance of the Tax Credit Investor as a limited partner to the Borrower partnership, and as may be further amended from time to time.

1.27 “PROJECT” means the construction, operation and management of the Property and the improvements thereon according to the terms of this City HOME-ARP Loan Agreement and as defined in 24 CFR 92.2.

1.28 “PROJECT COMPLETION” means that all necessary title transfer requirements and construction work for the Project have been performed; the Project complies with the requirements of 24 CFR Part 92 (including, but not limited to, the property standards under § 92.251); the final drawdown of HOME-ARP funds has been disbursed for the Project; and the Project completion information, included herein as Exhibit H (Rental Set-Up and Completion Form) has been provided to the City by Borrower and entered into the Integrated Disbursement and Information System (IDIS) established by HUD, except that with respect to rental housing Project completion, for the purposes of § 92.502(d), Project completion occurs upon completion of construction and before occupancy. Upon receipt, Borrower shall provide Lender with a copy of the Project’s Certificate of Occupancy and Notice of Completion. Project Completion shall in no event be extended beyond four (4) years from the Effective Date of this Agreement.

1.29 “PROPERTY” means the property located a 5482 Cypress Road, Oxnard, California 93033, as more particularly described in Exhibit A, which is attached hereto and hereby incorporated into this City HOME-ARP Loan Agreement by this reference.

1.30 “QUALIFYING HOUSEHOLD” means a household that qualifies as a member of a Qualifying Population and that is also a Low-Income Household.

1.31 “QUALIFYING POPULATION” means a household that qualifies for priority consideration and preference for a HOME-ARP Assisted Unit pursuant to HUD CPD Notice 21-10, Section IV, “Qualifying Populations, Targeting and Preferences”. Qualifying Populations are identified broadly as individuals and families who are: 1) Homeless (as defined at 24 CFR 91.5); 2) At Risk of Homelessness (as defined at 24 CFR 91.5); 3) Fleeing or Attempting to Flee, Domestic Violence, Dating Violence, Sexual 966
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Assault, Stalking, or Human Trafficking (as defined by HUD); and 4) “Other Populations,” where providing supportive services or assistance under Section 212(a) of the National Affordable Housing Act (NAHA) (42 U.S.C 12742(a)), would prevent the family’s homelessness or would serve those with the greatest risk of housing instability. A more detailed and specific description of Qualifying Populations, as set forth in HUD CPD Notice 21-10, is excerpted and included herein as Exhibit D.

1.32 “QUALIFYING RENT” means that HOME-ARP rental units occupied by Low-Income Households must comply with the rent limitations in 24 CFR 92.252(a) (i.e., the lesser of the Fair Market Rent for existing housing for comparable units in the area, as established by HUD, or a rent equal to 30 percent (30%) of the income of a family at sixty-five percent (65%) of AMI for Low-Income Households, as determined by HUD, or for Very-Low-Income Households, must not exceed 30% of the adjusted income, of a household whose Annual Income, , as defined in 24 CFR 5.609 in accordance with the requirements of 24 CFR 92.203(a)(1), is equal to or less than fifty percent (50%) of AMI for the area with adjustments for number of bedrooms in the unit. A household that was a Qualifying Household at initial occupancy and whose Annual Income at the time of income re-certification is above 80% of AMI must pay the lesser of the Fair Market Rent for existing housing for comparable units in the area, as established by HUD, or a rent equal to 30 percent (30%) of the household’s adjusted income. In accordance with 24 CFR 92.252(b), if the tenant pays for utilities and services (excluding telephone), then the Qualifying Rent shall be reduced by the maximum monthly allowance for utilities and services using the Oxnard Housing Authority Utility Allowance or other annual utility schedule as determined by the City of Oxnard and HUD, if applicable.

1.33 “RESIDUAL RECEIPTS” means for any calendar year Revenue reduced by Operating Expenses.

1.34 “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.

Gross Revenue shall exclude tenants' security deposits, loan proceeds, capital contributions or other similar advances.

1.35 “SENIOR LOAN” means, collectively, (i) that certain taxable and tax-exempt construction loan to be made to Borrower by Bank of America (“Senior Lender”) in an aggregate approximate principal amount of $19,891,758 for construction of the Project, which will convert to a Project permanent loan in an amount of approximately $4,243,000; (ii) the Serna Loan; (iii) the County Loan; and (iv) any other senior financing approved by the City's Housing Director in writing, and any refinancing of any such loans in an amount not to exceed the then outstanding principal balance of such loan plus closing costs.

1.36 “SERNA LOAN” means the loan to Borrower made by the California Department of Housing and Community Development from Joe Serna, Jr. Farmworker Housing Grant Program funds in the approximate amount of $15,424,666.

1.37 “TAX CREDIT INVESTOR” means, collectively, Bank of America, N.A., a national banking association, and Banc of America CDC Special Holding Company, Inc., a North Carolina corporation, and each of their respective successors and assigns. 967
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1.38 “TERM” means the period of time that this City HOME-ARP Loan Agreement will be in effect as described in Section 9.6, below.

1.39 “VERY LOW-INCOME HOUSEHOLD” means a household, as defined in 24 CFR

92.2, whose Annual Income does not exceed fifty percent (50%) of the Area Median Income, with adjustments for household size as defined by the U.S. Department of Housing and Urban Development at 24 CFR Part 92.

ARTICLE 2 TERMS OF THE CITY HOME-ARP LOAN

2.1 CITY HOME-ARP LOAN. Subject to the terms and conditions of this City HOME-ARP Loan Agreement and the other City HOME-ARP Loan Documents, Lender agrees to make, and Borrower agrees to accept, the City HOME-ARP Loan.

2.2 AMOUNT. The principal amount of the City HOME-ARP Loan shall be an amount not to exceed One Million Two-Hundred Thousand Dollars ($1,200,000) and shall be evidenced by the City HOME-ARP Promissory Note. In the event Lender is unable to secure HOME-ARP Funds for this City HOME-ARP Loan Agreement for any reason at any time, Lender shall not be obligated to make payments to Borrower unless and until HOME-ARP Funds become available to Lender, and Borrower shall hold Lender harmless.

2.3 INTEREST. Subject to the provisions of Section 2.4, below, the City HOME-ARP Promissory Note shall bear simple interest at a rate of three percent (3%) per annum from the date of the first disbursement under the City HOME-ARP Promissory Note.

2.4 DEFAULT INTEREST. In the event of a default by Borrower of any of its obligations under this City HOME-ARP Loan Agreement or any of the other City HOME-ARP Loan Documents and expiration of applicable cure periods, Borrower shall pay to Lender interest on the outstanding principal of the City HOME-ARP Loan at an annual rate equal to the lesser of (i) ten percent (10%), or (ii) the highest interest rate allowed by law (“Default Interest”), from the date of such default until the date that such default, if subject to and capable of cure, is cured in accordance with the terms of the City HOME-ARP Loan Documents, or the City HOME-ARP Loan is repaid in full (“Default Interest Period”). The Default Interest shall be paid to Lender monthly, due and payable on the first day of each month during the Default Interest Period.

2.5 TERM OF CITY HOME-ARP LOAN. The principal and interest of the City HOMEARP Loan shall be due and payable in accordance with the provisions of the City HOME-ARP Promissory Note. In the event of default by Borrower, subject to all applicable notice and cure periods, as defined below in Section 8.1, which has not been cured as provided for below in Section 8.2, the principal and all then-current and interest shall be due and payable in accordance with Section 8.3, below.

2.6 USE OF CITY HOME-ARP FUNDS. HOME-ARP Funds shall be used only for Project construction-related costs specified in the Budget attached hereto as Exhibit B and shall only be disbursed in accordance with the provisions of Article 3. The Budget shall not be modified unless approved in accordance with Section 9.2 of this City HOME-ARP Loan Agreement, provided that all costs set forth therein are eligible under 24 CFR 92.206, and that the level of Environmental Review completed under the National Environmental Policy Act of 1969 (NEPA) (42 U.S.C. 4321, et seq.), and applicable related environmental authorities at 24 CFR 50.4, and HUD’s implementing regulations at 24 CFR Parts 50 and 58, remain applicable. HOME-ARP Funds shall only be utilized for costs related to residential uses, and 968
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shall not be utilized for costs related to commercial uses or any other nonresidential uses associated with the Project.

2.7 SECURITY. Borrower shall secure its obligation to repay the City HOME-ARP Loan by executing a City HOME-ARP Loan Deed of Trust and recording it as a lien against the Property, subordinate only to the City HOME-ARP Loan Regulatory Agreement and the Senior Loans. Upon closing, Borrower shall cause the recordation of the City HOME-ARP Loan Deed of Trust, and the City HOMEARP Loan Regulatory Agreement with the Recorder for the County of Ventura, and shall cause the delivery of conformed copies of the recorded documents to Borrower.

2.8 REPAYMENT OF THE CITY HOME-ARP LOAN. Commencing on July 1st of the first year following issuance of the certificate of occupancy for the Project, and each July 1st thereafter until the City HOME-ARP Loan is paid in full or otherwise terminated, the Borrower shall submit its Annual Financial Statement to Lender for the preceding calendar year together with the required annual payment for the preceding calendar year and each Payment Date thereafter until the City HOME-ARP Loan is paid in full or otherwise terminated. Borrower shall make annual payments on the City HOME-ARP Loan as follows: (i) while the Serna Loan and County Loan have been made and are outstanding, six percent and fifty-one hundredths (6.51%) of fifty percent (50%) of Residual Receipts for the previous calendar year; (ii) if the Serna Loan is not made or at such time as the Serna Loan has been fully satisfied and the County Loan is made and is not fully satisfied, forty percent (40%) of fifty percent (50%) of Residual Receipts for the previous calendar year; and (iii) if the Serna Loan and County Loan have not been made or at such time as the County Loan and the Serna Loan have been fully satisfied, 50% of Residual Receipts, each, an annual payment. Lender shall review and approve the percentage amount to be paid by Borrower and the Annual Financial Statement, or request revisions, within sixty (60) days after receipt. In the event Lender 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 Lender 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. If Lender determines that there is an understatement in the amount and payment of Residual Receipts due to Lender, Borrower shall promptly pay to Lender such understatement, but in any event, within twenty (20) days of notice of such understatement. If Lender determines that there is an overpayment in the amount and payment of Residual Receipts due to Lender, Lender shall promptly pay to Borrower the amount of overpayment, but in any event, within twenty (20) days of such determination. If contested, Borrower has the right to pay under protest. Any payments made by Borrower pursuant to this Section shall be applied first to pay current annual interest due, if any, then the cumulative interest owed, if any, then to reduce the principal amount of the City HOME-ARP Loan. In any event all principal owed and all current and accrued interest of the City HOME-ARP Loan, if any, shall be due and payable as provided in Section 2.5 above.

2.9 PREPAYMENT OF CITY HOME-ARP LOAN. Prepayment of the City HOME-ARP Loan shall not affect Borrower’s obligations under the City HOME-ARP Loan Regulatory Agreement.

2.10 ANNUAL OPERATING EXPENSES. Sixty (60) days prior to the end of each calendar year, Borrower shall submit to Lender, for Lender’s review and approval, a proposed operating budget, showing Operating Expenses as defined in Section 1.26 of this Agreement, for the Project for the following calendar year. Each such proposed operating budget shall include scheduled payments to be made into operating and replacement reserve accounts. Actual Operating Expenses incurred by Borrower shall not exceed the amount of Operating Expenses set forth in the applicable Lender-approved operating budget by more than 5% without Lender’s prior written consent.
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2.11 OPERATING AND CAPITAL REPLACEMENT RESERVE FUNDS. Borrower shall establish an interest-bearing account to be known as the Operating Reserve Account. Upon the Conversion Date, Borrower shall deposit an amount into the Operating Reserve Account sufficient to pay at least three (3) months of operating expenses and three (3) months of mandatory debt service payments (“Target Balance”), or such greater amount as may be required by a Senior Lender or the Tax Credit Investor and approved by the City. Funds shall be invested subject to the prior written approval of the City (such approval not to be unreasonably withheld or delayed and subject to Tax Credit Investor and Senior Lender approvals), and any earnings shall become and remain a part of the Operating Reserve. Funds may be drawn only when revenue is insufficient to pay operating expenses and may be used as permitted under Borrower’s Partnership Agreement. Promptly following any withdrawals from the Operating Reserve Account, written notice shall be provided to the City which provides a narrative of the nature of the operating deficits that are being cured, including all necessary amounts to cure them. If the balance in the Operating Reserve Account falls below the amount required to pay three (3) months of operating expenses and three (3) months of mandatory debt service payments, then Borrower shall apply net cash flow, when and if available, or other funds, to the replenishment of Operating Reserves until the Target Balance is achieved.

At or before the Conversion Date, Borrower shall establish an interest-bearing account to be known as the Capital Replacement Reserve Account. Annually prior to March 31 of each year, Borrower shall deposit into the Replacement Reserve Account an amount equal to a minimum of two hundred fifty dollars ($250) per unit but shall not exceed five hundred dollars ($500) per unit, which amounts may increase by 3% annually, or such higher amount as may be required by the Tax Credit Investor or Senior Lender and approved by City. The funds in the Capital Replacement Reserve Account shall be held in an interestbearing account, and any earnings shall become and remain a part of the Replacement Reserve. The Borrower may withdraw funds from the Capital Replacement Reserve Account solely to replace or maintain Project assets that have a useful life of more than one (1) year in accordance with Generally Accepted Accounting Principles (“GAAP”), and have been or will be depreciated on the Partnership Tax Return, Form 1040P, filed with the Internal Revenue Service by the Borrower’s accountant. Promptly following any withdrawals from the Capital Replacement Reserve Account, written notice shall be provided to the City which provides a narrative of the nature of the repairs that are being made, including all necessary amounts to repair them. Borrower shall not withdraw funds from the Capital Replacement Reserve Account for any other purpose without the prior written approval of the City. Projected Operating and Capital Replacement Reserve amounts are identified in the Operating Pro forma, attached hereto as Exhibit B.

2.12 NON-RECOURSE. Except as provided below, the Borrower, and the Borrower'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, the City HOME-ARP Loan or the performance of the covenants of the Borrower under the City HOME-ARP Loan Deed of Trust. The sole recourse of the City with respect to the principal of, or interest on, the City HOME-ARP Promissory Note and defaults by the Borrower in the performance of its covenants under the City HOME-ARP Loan Deed of Trust shall be to the property described in the City HOME-ARP Loan Deed of Trust; provided, however, that nothing contained in the foregoing limitation of liability shall (a) limit or impair the enforcement against all such security for the City HOME-ARP Promissory Note and of all the rights and remedies of the City thereunder, or (b) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the City HOME-ARP Promissory Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto. The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the City HOME-ARP Promissory Note and the performance of the Borrower's obligations under the City HOME-ARP Loan Deed of Trust, except as hereafter set forth; nothing contained herein is intended to relieve the Borrower's obligation to indemnify the City under this Agreement, or liability for:
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create liens on the Borrower's interest of 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 Borrower other than in accordance with the City HOME-ARP Loan Deed of Trust; and (iv) the misappropriation 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 Project.

2.13 SUBORDINATION. The City HOME-ARP Loan Deed of Trust shall be subordinated to each lien securing a Senior Loan (a "SENIOR LIEN") and to other liens securing financing set forth in the Budget or as otherwise approved in writing by the Housing Director, if any, but only on condition that all of the following conditions are satisfied:

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

B. The subordination agreement(s) must be structured to minimize the risk that the City HOME-ARP Loan `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.

C. 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.

ARTICLE 3 CITY HOME-ARP LOAN DISBURSEMENT

3.1 CONDITIONS PRECEDENT TO DISBURSEMENT. Lender shall not be obligated to make any disbursements of HOME-ARP Funds, or take any other action under the City HOME-ARP Loan Documents, unless the following conditions precedent are satisfied prior to the disbursement of HOMEARP Funds:

A. Borrower has acquired title to the Property;
B. There exists no Event of Default or any act, failure, omission or condition that with the giving of notice or passage of time would constitute an Event of Default; C. Borrower has executed and delivered to Lender all documents, instruments, and policies required under the City HOME-ARP Loan Documents, including but not limited to an ALTA Lender’s policy of title insurance in the amount of One Million Two-Hundred Thousand Dollars ($1,200,000) from a title insurance company approved by the Lender in a form reasonably acceptable to Lender;
D. Borrower has provided to Lender certificates of insurance as specified in the insurance requirement provisions set forth in Exhibit C; E. Borrower has secured all final permits (or ready to issue letter upon payment of fees), entitlements and approvals required by all permitting and regulatory authorities and jurisdictions in connection with the Project; and
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F. Borrower has complied with all reporting requirements set forth in this City HOME-ARP Loan Agreement, including, but not limited to, Section 3.2 and Section 5.11, as applicable, as well as all reporting requirements set forth in the other City HOME-ARP Loan Documents.

3.2 DISBURSEMENT OF HOME-ARP FUNDS. Lender shall provide HOME-ARP Funds to Borrower only for eligible Project costs incurred by Borrower and approved by Lender in accordance with the Project Budget and disbursement schedule (Exhibit B). HOME-ARP Funds subject to reimbursement to Borrower for eligible Project costs will be disbursed as incurred and after Borrower has submitted to Lender all Project cost and related documentation confirming cost eligibility and evidence of payment for which reimbursement is requested by Lender. Borrower may not request disbursement of HOME-ARP Funds until needed for payment of eligible Project costs in accordance with the Project Budget. The amount of each Borrower reimbursement request must be limited to the amount needed.

Program income must be disbursed before Borrower requests funds from Lender. Disbursement of HOMEARP Funds to Borrower shall not exceed a total of One Million Two-Hundred Thousand Dollars ($1,200,000).

HOME-ARP Funds shall be disbursed through periodic payments based upon construction costs incurred and construction work completed, as evidenced by documentation supporting the completed work signed by the Project architect and verified by Lender. Borrower shall submit to Lender disbursement requests (“Written Disbursement Requests”) in writing no more frequently than one time per month.

Written Disbursement Requests shall include itemized invoices corresponding to the Budget (Exhibit B).

Borrower shall also attach copies of receipts or other acceptable proof of payment by Borrower and that demonstrates date of payment. Lender reserves the right to request additional documentation as necessary to comply with Federal, state and local regulations, and Borrower shall comply with all such requests.

Written Disbursement Requests shall only be for items included in the Budget Exhibit B in the form of a signed Expenditure Summary Payment Request (ESPR) form attached hereto as Exhibit F or other form approved by Lender. Changes shall not be made to the Budget without the prior written consent of Lender.

However, Lender’s obligations shall in no event exceed the amount of One Million Two-Hundred Thousand Dollars ($1,200,000). All costs incurred in construction, development and operation of the Project shall be the responsibility and obligation solely of Borrower.

Notwithstanding the foregoing, as a special disbursement condition, Lender shall retain ten percent (10%) of HOME-ARP Funds until Borrower has completed the construction of the Project, as evidenced by a certificate of occupancy and recording of a notice of completion for the Property and provided beneficiary data for the five (5) HOME-ARP Assisted Units of the Project as required under the HOME-ARP Program, and all liens against the Property, if any, are released.

ARTICLE 4 DEVELOPMENT OF PROJECT

4.1 COMMENCEMENT OF CONSTRUCTION. Borrower shall commence construction of the Project no later 60 days from close of construction financing. In no event shall construction commence more than 12 months from the Effective Date of this City HOME-ARP Loan Agreement.

Commencement of Project construction shall mean obtaining all final permits, entitlements and approvals required by all permitting and regulatory authorities and jurisdictions and commencing work at the Property on any task associated with a line item in the Budget that requires a permit, entitlement or approval. If Borrower fails to commence construction as set forth above, Lender may terminate this City HOME-ARP Loan Agreement pursuant to Article 8, below, without affording Borrower any opportunity to cure such default. Upon execution of this City HOME-ARP Loan Agreement and prior to closing on construction financing, Borrower shall provide City with the Project set-up information included herein as Exhibit H 972
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(Rental Set-Up and Completion Form), necessary for City staff to enter Integrated Disbursement and Information System (IDIS) data, established by HUD.

4.2 COMPLETION OF CONSTRUCTION. Borrower shall diligently pursue construction of the Project to completion, in accordance with the Schedule of Performance attached hereto as Exhibit G and incorporated by this reference, subject to Section 4.14, and as may be modified from time to time as mutually agreed by the Borrower and the Housing Director in writing. In no event shall construction completion exceed 4 years from the effective date of this Agreement. Further, Borrower shall ensure that the HOME-ARP Assisted Units are occupied by eligible tenants no later than six (6) months after completion of construction. Borrower shall deliver to Lender proof of Project Completion as evidenced by, inter alia, the recording of a notice of completion for the Property and certificate(s) of occupancy issued by the City building official for the Project.

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 Project.

4.4 CONTRACTS AND SUBCONTRACTS. All work and professional services for the Project shall be performed by persons or entities licensed or otherwise authorized to perform such work or service in the State of California.

Unless otherwise approved by Lender, to ensure that all construction costs incurred are reasonable and appropriate, all contracts entered into for construction in connection with the Project (“Construction Contract”) shall be the result of either competitive or negotiated bids.

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

4.5 INSPECTIONS. Borrower shall permit and facilitate, and require its contractors to permit and facilitate, observation and inspection of the Project site by Lender and by public authorities during business hours for the purposes of determining compliance with this City HOME-ARP Loan Agreement and the other City HOME-ARP Loan Documents.

4.6 SITE SUPERVISION. During the construction of the Project, Borrower shall maintain a full time Project site superintendent to supervise all construction work on the Property. The site superintendent shall be on-site at all times during construction work on the Property.

4.7 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 described in the Budget (Exhibit B), the supervision of construction work, and 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 shall hire 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 construction of the Project.

4.8 BARRIERS TO THE DISABLED. The Project shall be developed and the Property shall be maintained and operated to comply with all applicable federal, state, and local requirements for access for disabled persons, including but not limited to Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), as amended, and with implementing regulations at 24 CFR, Part 8, and the Fair Housing Act (42 U.S.C. 3601-3619), implemented at 24 CFR Part 100, Subpart D. Within 30 days after Borrower has 973
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completed the construction of the Project, Borrower shall submit satisfactory documentation of compliance with these requirements, including, but not limited to, a certification from the Project architect documenting the number, locations and type of accessible units and the accessibility features of those units.

4.9 LEAD-BASED PAINT AND ASBESTOS REMOVAL. Borrower and its contractors and subcontractors shall not use lead-based paint or asbestos in the construction or maintenance of the Project and shall comply with Federal regulations set forth in 24 CFR Part 35, subparts A, B, J, K, M and R, 29 C.F.R., 40 C.F.R., the Residential Lead-Based Paint Hazard Reduction Act of 1992, also known as Title X (42 U.S.C., 4851, et seq.), the Lead-Based Paint Poisoning Paint Provision Act (42 USC 4821, et seq.), California O.S.H.A., California Health and Safety Code, and all other applicable Federal, state and County standards. Borrower shall incorporate or cause to be incorporated this provision in all contracts and subcontracts for work performed on the Project which involve the application of paint or removal of asbestos.

4.10 QUALITY OF WORK AND PROPERTY STANDARDS. Borrower shall construct the Project in conformance with all applicable laws, including, but not limited to:

A. All applicable Federal, state and local statutes and regulations; B. All applicable Federal, state and local building codes and zoning ordinances; C. All permits, entitlements and approvals for the Project; D. International Energy Conservation Code and applicable Federal, state and local energy conservation codes; and
E. Property standards set forth at 24 CFR 92.251.

4.11 MECHANICS LIENS AND STOP NOTICES. If any claim of lien is filed against the Property or a stop notice affecting the City HOME-ARP 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 adverse to or against Borrower.

Borrower shall record a valid notice of cessation or notice of completion upon cessation of construction 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 on the part of Lender, 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 COMPLIANCE WITH HOME AND HOME-ARP PROGRAM(S) AND OTHER FEDERAL REQUIREMENTS. All requirements imposed on properties assisted under the HOME-ARP program as contained in 42 U.S.C. Sections 12701, et seq., 24 CFR Part 92, and HUD Federal Register Notice 86 FR 56764, Waivers and Alternative Requirements for Implementation of the HOME American Rescue Plan (HOME-ARP) Program, HUD September 13, 2021, CPD Notice 21-10 (https://www.hud.gov/sites/dfiles/OCHCO/documents/2021-10cpdn.pdf), and all other implementing rules 974
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and regulations governing the use of the HOME-ARP Funds (collectively, the “HOME-ARP Regulations”) are incorporated herein by this reference. In the event of any conflict between this City HOME-ARP Loan Agreement and the HOME-ARP Regulations, the HOME-ARP Regulations shall govern, except in consideration of certain waivers and alternative requirements related and pursuant to Federal Register Notice 86 FR 56764.

The laws and regulations governing the use of the HOME-ARP Funds include (but are not limited to) the following:

A. OMB Circulars. The applicable policies, guidelines, and requirements of OMB Circulars Nos. A-87, A-102, Revised, A-110 and A-122.

B. Audit requirements. In accordance with 24 CFR 84.26 and 85.26, agencies that expend $500,000 or more in federal funds in a year as calculated therein must undergo a single audit in compliance with OMB Circular A-133.

C. Architectural Barriers. The requirements of the Architectural Barriers Act of 1968 (42 U.S.C. 4151-4157).

D. Handicap Discrimination. The requirements of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), and federal regulations issued pursuant thereto, which prohibits discrimination against the handicapped in any federally assisted program.

F. Fair Housing. The requirements of the Fair Housing Act (42 U.S.C. 3601-3619) and implementing regulations at 24 CFR Parts 100, 109 and 110; Executive Order 11063 (Equal Opportunity in Housing) and implementing regulations at 24 CFR Part 107; and Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d) (Nondiscrimination in Federally Assisted Programs) and implementing regulations issued at 24 CFR Part 1.

G. Prevailing Wages. If applicable, Borrower shall comply, and cause all contractors and subcontractors to comply with (1) Davis-Bacon and Related Acts (40 U.S.C. 3141, et seq.); (2) Contract Work Hours and Safety Standards Act, as amended (40 U.S.C. 327-333); (3) Copeland Anti-Kickback Act (40 U.S.C. 3145); and (4) Fair Labor Standards Act of 1938, as amended (29 U.S.C. 201 et. seq.).

H. Section 3. The work to be performed under this City HOME-ARP Loan is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (“Section 3”). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, 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 regulations are found at 24 CFR Part 75 (“part 75”).

Borrower agrees to comply with HUD's regulations in part 75, which implement Section 3. Borrower agrees to comply with the requirements set forth in 24 CFR Sections 75.9 and 75.19, as applicable. As evidenced by their execution of this City HOME-ARP Loan, Borrower certifies that it is under no contractual or other impediment that would prevent it from complying with the part 75 regulations. 975
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Borrower shall, and shall cause its contractors and subcontractors to, implement part 75 regulatory requirements as described herein, and shall conduct its business practices in a manner that provides records and reports consistent with HUD Section 3 reporting and compliance under covered contracts, including, but not limited to: 1) certifications, records and documentation confirming contractor and business qualification as a Section 3 Business Concern, if applicable; 2) certifications, records and documentation confirming workers’ qualification and status as a Section 3 and/or Targeted Section 3 Worker; if applicable; c) certified payroll records, reports and documentation reflecting time and hours for all labor performed on Section 3 covered contracts, including hours for certified Section 3 and Targeted Section 3 workers, if and as applicable; and d) any such additional records, documents and reports that Lender may request to confirm compliance with part 75 requirements.

The Borrower shall, and shall cause each of its contractors and subcontractors to, include this Section 3 clause in every contract or subcontract subject to compliance with regulations in 24 CFR part 75, and agrees to take appropriate action, as provided in an applicable provision of the contract or subcontract or in such Section 3 clause, upon a finding that the contractor or subcontractor is in violation of the regulations in part

75. The Borrower shall not contract with or permit its contractors to subcontract with any contractor or subcontractor where the Borrower has notice or knowledge that the contractor or subcontractor has been found in violation of the regulations in part 75.

In the event that Lender or HUD determines that it is necessary to deploy qualitative efforts in accordance with 24 CFR Sections 75.15(b) and/or 75.25(b), Borrower shall work in good faith with Lender in order to implement such qualitative efforts. Such efforts may include the qualitative efforts outlined in Lender’s Section 3 Plan, Policies and Procedures, as it may be revised or amended from time to time. Lender’s Section 3 Plan, Policies and Procedures are available upon request at HCD offices and provided electronically.

Noncompliance with HUD's regulations in part 75 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts.

I. Minority and Women’s Business Enterprise. The requirements of Executive Orders 11625, 12432 and 12138 and 24 CFR 85.36(e) whereby Borrower shall take all necessary affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible.

J. Conditions for Faith-Based Organizations. Borrower shall comply with HOME regulations pertaining to faith-based activities set forth at 24 CFR 92.257.

K. Debarred Contractors. Borrower shall ensure that no contractors, subcontractors, or consultants in connection with the Project are debarred or otherwise prohibited from participation in a federal project pursuant to 2 CFR Part 2424. Borrower shall furnish Lender with evidence of compliance with this Section 4.12.K generated from the System for Award Management (SAM) at www.sam.gov.

L. Anti-Lobbying. Borrower hereby certifies that: (1) No Federal appropriated funds have been paid or shall be paid, by or on behalf of Borrower, 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 of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; (2) 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 976
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Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions; and (3) Borrower shall require that the language of subparagraphs (1) and (2) of this paragraph (L) and the paragraph (M), immediately below, of this certification be included in the award documents for all awards and subawards at all tiers (including subcontracts, subgrants, contracts, and grants under grants, loans, and cooperative agreements), and that Borrower and all contractors and subcontractors shall certify and disclose accordingly.

M. Lobbying Certification. 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.C. 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.

N. HUD Regulations. Any other HUD regulations present or as may be amended, or added in the future pertaining to HOME and/or HOME-ARP.

4.13 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, including but not limited to the Uniform Relocation and Real Property Acquisitions Act of 1970, as amended, (42 USC 4601, et seq.) (“URA”), Section 104(d) of the Housing and Community Development Act of 1974 (42 USC 5304(d)), regulations at 24 CFR Part 42 and 49 CFR part 24, and HUD Handbook 1378. 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. If, upon audit review by Lender or by any Federal agency, it is determined that additional relocation payments are due, then Borrower consents to make such payments.

In the event Borrower does not make payments as requested by Lender, then this shall constitute an Event of Default, and Lender may require immediate repayment by Borrower to Lender of the City HOME-ARP Loan plus any and all relocation payments due. Without limiting or otherwise affecting the standard indemnity and insurance provisions set forth in Article 6 and/or Exhibit C, Borrower hereby agrees to indemnify, defend, and hold harmless Lender for any action brought against Lender arising out of any alleged failure to comply with relocation obligations with respect to this Project.

4.14 UNAVOIDABLE DELAY IN PERFORMANCE. The time for performance of provisions of this City HOME-ARP Loan Agreement by a Party shall be extended for a period equal to the period of any delay directly affecting such Party which is in no way attributable to the acts or omissions of such Party and is caused by: war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; pandemics or epidemics and applicable government-mandated quarantine restrictions; freight embargoes, or other events beyond the reasonable control of, and in no way attributable to the acts or omissions of, such Party claiming the delay (the foregoing, collectively “Force Majeure Events”). An extension of time for any of the above-specified Force Majeure Events will be deemed granted only if written notice by the Party claiming such extension is sent to the other Party within ten (10) calendar days from the commencement of such Force Majeure Events, 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 (10) calendar days of receipt of the notice. Times of performance under this City HOME-ARP Loan Agreement may otherwise be extended only by the mutual written agreement of Lender and Borrower, duly executed by both Parties. Notwithstanding the foregoing or any other provision of this City HOME-ARP Loan Agreement or any other City HOME-ARP Loan Document, the Borrower shall immediately repay to Lender all HOME-ARP funds invested in Units that are not rented to eligible Qualifying Households or 977
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Low-Income Households, as applicable, within twelve (12) months of Project Completion, and the time for such performance shall not be subject to extension due to Force Majeure Events or otherwise, or subject to cure.

4.15 DEVELOPER FEE. The City shall limit the cash developer fee plus any deferred developer fee repaid in a priority position ahead of residual receipts up to a total of $2,500,000. Any amount of developer fee above $2,500,000 shall be contributed as general partner equity or structured as a deferred developer fee solely repaid out of the Borrower’s share of residual receipts. The maximum developer fee to be paid to the Borrower (or any other organization or entity, including any entity Controlled by the Borrower) for development and construction management services approved by the City may be revised from time to time by the Housing Director. Except for the developer fee, the fees set forth in the definition of "OPERATING EXPENSES" as set forth in Section 1 of this City HOME-ARP Loan Agreement, compensation paid under the construction contract for the Project, compensation paid under the management agreement for the development, and compensation paid under the services agreement for the development, no compensation from any source shall be received by or be payable to the Borrower, any entity Controlled by the Borrower or any general partner of Borrower in connection with the provision of development and construction management services for the construction of the Project.

ARTICLE 5 OPERATION

5.1 OPERATION OF PROJECT. Borrower shall operate and manage the Project after Project Completion in full conformance with the terms of the City HOME-ARP Loan Regulatory Agreement.

Borrower shall maintain and operate the HOME-ARP Assisted Units so as to provide decent, safe, and sanitary housing, and shall provide the HOME-ARP Assisted Units with the same level of services (including security, if used for other dwelling units), amenities, and maintenance as are applied to the other dwelling Units in the Project. Optional services provided must be available to all Project residents under the same terms and conditions.

Borrower agrees that during the Term of the HOME-ARP Loan Regulatory Agreement, Lender shall have the right to review, approve and request material changes to the Management Plan as described in Section 5.2, below, the operation of the Project and property management entity, in order to preserve the affordability, physical appearance and condition of the Project. Any changes to the Management Plan requested by Lender and not reasonably disapproved by Borrower within thirty (30) days after Borrower’s receipt of such request shall be deemed approved and shall be implemented by Borrower.

5.2 MANAGEMENT PLAN. In the leasing and operation of the Project, Borrower shall manage and operate the HOME-ARP Assisted Units in accordance with a Management Plan (“Management Plan”) approved by the City’s Housing Director. No change shall be made to the Management Plan without Lender’s prior written approval in each instance.

5.3 AFFIRMATIVE MARKETING PLAN. In the marketing of the Project, Borrower shall comply with the affirmative marketing provisions of the Management Plan. The Management Plan shall include information on affirmative marketing efforts and compliance with fair housing laws. At a minimum, the Project must at all times during the Term meet the affirmative marketing requirements set forth in 24 CFR 92.351, as such may be amended from time to time.

5.4 TENANT SELECTION. In the selection of tenants, Borrower shall comply with the written tenant selection provisions that comply with 24 C.F.R. section 92.253 (d), as amended from time to 978
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time. The Tenant Selection Plan shall be incorporated into Borrower’s Management Plan. The Tenant Selection Plan, attached hereto and incorporated by this reference as Exhibit I, is subject to final approval by the Lender.

Borrower shall rent the HOME-ARP Assisted Units to Qualifying Populations according to the Tenant Selection Plan. Borrower shall verify each prospective HOME-ARP Assisted Unit tenant’s eligibility as a Qualifying Household and shall require from each prospective HOME-ARP Assisted Unit tenant income documentation as described in the City HOME-ARP Loan Regulatory Agreement. In selecting tenants for residence of the HOME-ARP Assisted Units, Borrower may utilize and coordinate with the County Coordinated Entry System (the “CoC”), Homeless Management Information System (HMIS) and rent HOME-ARP Assisted Units to members of HOME-ARP Qualifying Populations. However, the CoC will not be the exclusive referral partner, referrals may be accepted by the Borrower from other agencies that serve the qualifying populations as well as any individual wishing to apply for tenancy. All referrals received will be given priority based solely on the order of the date and time of their application submission.

Borrower will create a waiting list. Applicants for occupancy in HOME-ARP units must submit a completed application that provides sufficient information to be placed on the waiting list. Placement on the waiting list does not indicate the applicant will be eligible for occupancy – a final determination must be made when the applicant is selected from the waiting list.

5.5 INCOME CERTIFICATION. The Annual Income levels and other qualifications of applicants for HOME-ARP Assisted Units shall be certified by Borrower no earlier than sixty (60) calendar days prior to the Qualifying Household's expected occupancy of a HOME-ARP Assisted Unit and recertified annually thereafter by the Borrower. If the household size of a Qualifying Household occupying a HOME-ARP Assisted Unit changes, the Borrower may request additional information and documentation to determine eligibility.

A. Initial Annual Income Verification. Before a Qualifying Household occupies a HOMEARP Assisted Unit, the Borrower shall verify that the Annual Income provided in an Annual Income certification for such Qualifying Household is accurate by taking both of the following steps as a part of the verification process, and this Initial Annual Income Certification will serve as basis for determining the tenant rent portion for payment of monthly rent, not for determining such Qualifying Household’s income eligibility to reside in the HOME-ARP Assisted Unit:
(1) Third-Party Verification: Borrower shall contact all third parties in writing (e.g., employer, Social Security Administration, public assistance agency) to request that such third parties provide information in writing to verify such Qualifying Household’s Annual Income. Written requests and responses are required; and
(2) Review of Documents: Borrower shall require such Qualifying Household to provide documents verifying such Qualifying Household’s Annual Income (e.g., pay stubs, tax returns), and shall then retain such documents in the Project files.

B. Annual Income Recertification. At the time of such Qualifying Household’s lease renewal, or pursuant to an annual schedule adopted by the Borrower, and no later than the one-year anniversary of the initial Annual Income verification for such Qualifying Household, and annually thereafter, Borrower shall recertify the Annual Income of each Tenant occupying a HOME-ARP Assisted Unit using the method as described in Section 5.5.A, above.

C. Household Income. Household income of HOME-ARP rental unit tenants must be determined following the requirements at 24 CFR 5.609 (Section 8/HCV income calculation), unless the household is assisted by a state or federal project-based rental subsidy or receiving federal tenant-based 979
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rental assistance. When a unit is assisted by a state or federal project-based rental subsidy or a household is receiving a federal tenant-based subsidy (e.g., Housing Choice Voucher), then the income determination of the public housing agency, Section 8 project owner, or CoC subrecipient’s determination of income must be accepted by the Project Owner in accordance with 24 CFR 92.203(a)(1).

5.6 INITIAL LEASING THE PROJECT. Before leasing any Unit, Borrower shall submit its proposed form of lease for Lender's review and approval (“Lease”). The term of the Lease shall be for no less than one year and shall not contain any provision which is prohibited by 24 C.F.R. Section

92.253(b), as may be amended from time to time. No rent increase shall occur at any time during the term of the Lease. Any termination of the Lease or refusal to renew must be in conformance with 24 C.F.R.

92.253(c) and must be preceded by not less than 30 days prior written notice to the tenant by the Borrower specifying the grounds for such action. 30 days prior to leasing the HOME-ARP-Assisted Units in the Project, Borrower shall submit its proposed HOME-ARP-Assisted Units rents and utility allowance schedule to Lender for Lender’s review and approval. Within six (6) months of Project Completion (“Occupancy Deadline”), Borrower shall lease all five (5) HOME-ARP-Assisted Units to Qualifying Populations and shall deliver to Lender detailed occupancy data and demographic information on the tenants occupying the HOME-ARP-Assisted Units.

In the event that any HOME-ARP Assisted Unit is not occupied by a Qualifying Population household, within eleven (11) months after the date of Project Completion (“Occupancy Default Deadline”), such occurrence shall constitute an Event of Default by Borrower hereunder. On or before the date that is three (3) days after the last day of the eleventh (11th) month after the date of Project Completion, Borrower shall provide to Lender written notice of each such HOME-ARP-Assisted Unit Vacancy. Within five (5) days of receipt of such notice of HOME-ARP-Assisted Unit Vacancy from Borrower, Lender shall give written notice to Borrower of such Event of Default in accordance with Section 6.2, below, and Borrower shall have the opportunity to cure such Event of Default before the last day of the twelfth (12th) month after the date of Project Completion.

Notwithstanding any other provision of this City HOME-ARP Loan Agreement, or of any provision of any other City HOME-ARP Loan Document or subordination agreement, to the contrary, Borrower shall immediately repay to Lender, upon Lender’s request, all HOME-ARP Funds invested in Units that are not rented to eligible Qualifying Households or Low-Income Households, as applicable, within twelve (12) months of Project Completion.

5.7 AFFORDABILITY RESTRICTIONS. Five (5) Units in the Project shall be designated by Borrower as HOME-ARP-Assisted Units. The HOME-ARP Assisted Units shall only be occupied by Qualifying Households, as set forth in the City HOME-ARP Loan Regulatory Agreement, and the Project shall meet the following standards:

A. Each of the HOME-ARP Assisted Units shall be similarly constructed and of comparable quality to all other Units in the Project; and
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B. Provide tenants access and enjoyment of all common areas and facilities of the Project on the same basis as tenants of other Units.

5.8 HOME-ARP-ASSISTED UNIT RENTS. Rents for HOME-ARP Assisted Units shall be limited to Qualifying Rents as set forth in the City HOME-ARP Loan Regulatory Agreement. When a HOME-ARP Assisted Unit is receiving project-based rental assistance or a household is receiving tenantbased rental assistance, the household contribution is the contribution required by the applicable assistance program.

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

5.10 NONDISCRIMINATION. Borrower shall not discriminate or segregate in the development, construction, 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 basis prohibited by law. Borrower shall otherwise comply with all applicable local, state, and federal laws concerning discrimination and equal opportunity in housing.

5.11 RECORDS AND REPORTS. Borrower shall be accountable to Lender for all HOMEARP Funds disbursed to Borrower pursuant to the City HOME-ARP Loan Documents. Borrower agrees to maintain records that accurately and fully reflect the date, amount, purpose, and payee of all expenditures for expenditures reimbursed from HOME-ARP Funds, and to keep all invoices, receipts, and other documents related to such expenditures reimbursed by HOME-ARP Funds for five (5) years after Project Completion. On each last day of July during the Term following Project Completion, Borrower shall submit reports to Lender with information regarding tenant income, rent and Unit inspection information. Tenant income, rent, Unit inspection information, and all records related to revenue received in connection with the Project must be kept until five (5) years after the Affordability Period ends. Borrower shall keep all such records accurate and current. Borrower shall retain all records of individual tenant income verifications, project rents, and project inspections for five (5) years after the creation of such records, including such records created less than five (5) years prior to the expiration or termination of this Agreement. This Section 5.11 shall survive the termination or expiration of this City HOME-ARP Loan Agreement.

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

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

Borrower shall submit quarterly to Lender written Project construction progress reports in the form of a signed Quarterly Accomplishment Report form attached hereto as Exhibit E or other form approved by Lender. Borrower will also provide an updated construction schedule on a quarterly basis commencing upon the Effective Date and concluding upon Project Completion. 981
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Within 30 days following Project Completion, Borrower shall submit to Lender records of all permits, entitlements and approvals, inspections and sign-offs required by all permitting and regulatory authorities and jurisdictions.

Copies of the Certificate of Occupancy shall be submitted by Borrower to Lender upon receipt of same by Borrower.

Data on the initial lease-up of the HOME-ARP Assisted Units sufficient to close-out the Project in the federal Integrated Disbursement and Information System shall be submitted by Borrower to Lender within 10 days following the first date on which all of the HOME-ARP Assisted Units are subject to fully executed leases.

5.12 REVERSION OF ASSETS. Upon the expiration or termination of this City HOME-ARP Loan Agreement, the Borrower shall transfer to the LENDER all HOME-ARP funds it has on hand at the time of expiration or termination, and all accounts receivable attributable to the use of such funds, if any.

5.13 REPORT ON OCCUPANCY BY VETERANS. In addition to the requirements set forth above in this Section 5.11, on or before July 31st of each year during the Term of this Agreement, the Borrower shall submit directly to the City, a report approved by the City, on the number of HOME-ARP Assisted Units that were occupied by veterans during any portion of the immediately preceding calendar year.

5.14 AUDITS. Borrower shall conduct annual audits in accordance with 24 CFR 84.26 and

85.26, and OMB Circular A-133, and shall submit to Lender an Annual Financial Statement each year during the Term. Borrower shall make available to Lender for examination at reasonable intervals and during normal business hours all books, accounts, reports, files, data, and other papers and property with respect to all matters covered by these City HOME-ARP Loan Documents, and shall permit Lender to audit, examine, and make excerpts and transcripts from such records. Lender may make audits of any conditions relating to the City HOME-ARP Loan.

Lender shall notify Borrower of any records Lender deems to be 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 submit a written request to Lender for an extension specifying the requested additional time, explaining in detail the reason such extension is necessary, and providing supporting documentation evidencing the necessity of the requested extension; provided that Borrower shall begin to correct the deficiency with within such initial fifteen (15) day period, and shall diligently proceed to correct the deficiency as soon as possible. Lender shall respond to such extension requests within fifteen (15) days of Lender’s receipt of such extension request.

5.15 ENCUMBRANCE OF PROPERTY. Except as otherwise provided in this City HOMEARP Loan Agreement, 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 or as shown on the Budget. 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 on or attached to the Property whether by voluntary act of Borrower, operation of law, or otherwise. 982
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5.16 TRANSFERS.

A. Borrower has not made or created, and shall not at any time during the Term make or permit any sale, assignment, conveyance, or other transfer of the Property, the Project, this City HOME-ARP Loan Agreement, or of any of Borrower’s rights or obligations hereunder, whether by operation of law or otherwise, including, but not limited to, the sale or transfer of any partnership interests, or other change of control of Borrower or merger involving Borrower, without the prior written consent of Lender in each instance.

B. Notwithstanding the foregoing, the following permitted transfers shall be permitted and are hereby approved by the City (each a “Permitted Transfer”):
(i) Any transfer related to any loan or grant listed in Budget. (ii) Any transfer directly resulting from the foreclosure of a lien of loan set forth in the Budget or the granting of a deed in lieu of foreclosure of a lien of a loan set forth in the Budget.
(iii) Any transfer of stock or equity in any party that does not change management or operational control of the Borrower, with no material change in beneficial ownership (with the exception of any conveyance to member(s) of the immediate family(ies) of the transferor(s) or trusts for their benefit) and which constitutes a tax-free transaction under Federal income tax law and California real estate transfer tax. (iv) The lease of residential units in the Project consistent with this City HOME-ARP-Loan Agreement and the City HOME-ARP Loan Regulatory Agreement. (v) The granting of easements for the development of the Project. (vi) The admission of the Tax Credit Investor as a limited partner(s) of the Borrower for the purposes of syndicating the low income housing tax credits to obtain the tax credit equity, and the transfer and sale of limited partnership interests in Borrower while the Borrower is in the form of a limited partnership.
(vii) In the event that any general partner of the Borrower, while the Borrower is in the form of a limited partnership, is removed by the Tax Credit Investor for cause following default under the Partnership Agreement, the transfer of any general partner interest to a 501(c)(3) tax exempt nonprofit corporation or affiliate selected by the Tax Credit Investor and approved by the City, which approval shall not be withheld unreasonably, delayed or conditioned. (viii) The grant and exercise of a right of first refusal in connection with the tax credit syndication of the Project
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(ix) The transfer of the Project from Borrower, while the Borrower is in the form of a limited partnership, to one or more of the general partners of the Borrower or their affiliates at the end of the tax credit compliance period for the Project.

(x) Any dilution of a general partner's interest in the Borrower while the Borrower is in the form of a limited partnership, in accordance with the Borrower's Partnership Agreement.

5.17 ANNUAL OCCUPANCY SUITABILITY CERTIFICATION. The Borrower shall annually certify to Lender that all HOME-ARP Assisted Units in the Project are suitable for occupancy, taking into account State and local health, safety, and other applicable codes, ordinances, and requirements, and the ongoing property standards established by the City to meet the requirements of 24 CFR 92.251.

5.18 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 legal proceedings, and (b) upon request by Lender, Borrower deposits with Lender any funds or other forms of assurance requested by Lender in good faith from time to time to protect Lender from the consequences of such contest being unsuccessful.

5.19 DAMAGE TO PROPERTY. If any building or improvement erected by Borrower on the Property is damaged or destroyed by an insurable cause, Borrower shall, at its sole cost and expense, diligently undertake to repair or restore said buildings or improvements consistent with the original plans and specifications for the Project, if Lender reasonably determines that such restoration or repair is economically feasible. Such work or repair shall be commenced within 120 days after such damage or loss occurs, and shall be completed within one year thereafter, subject to any extensions of time granted pursuant to the provisions of Section 4.14, above. All insurance proceeds collected for such damage or destruction shall be applied to the cost of such repairs and restoration and, if such insurance proceeds shall be insufficient for such purpose, Borrower shall be responsible for paying for the deficiency.

If Lender determines that such restoration or repair is not economically feasible, then Lender may declare an Event of Default pursuant to Section 8.1.G, below, which Borrower shall not have opportunity to cure, and, upon request by Lender to repay the then-outstanding principal of and all interest on the City HOMEARP Loan, Borrower shall apply all available insurance proceeds thereto until the City HOME-ARP Loan is repaid, subject to the rights of Senior Lenders.

5.20 EQUAL EMPLOYMENT OPPORTUNITY. Borrower and all contractors, subcontractors, and professional service providers for the Project shall comply with all requirements concerning equal employment opportunity. Borrower and all contractors, subcontractors, and professional service providers for the Project shall comply with all requirements concerning equal opportunities for business and lower-income persons (referred to as the Section 3 clause of the HUD Act of 1968, 12 U.S.C. 1701u).

ARTICLE 6 INDEMNITY AND INSURANCE

6.1 INDEMNITY. 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 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 984
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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.

6.2 INSURANCE. Borrower shall comply with the insurance provisions set forth in Exhibit C.

6.3 NON-LIABILITY OF OFFICIALS, EMPLOYEES AND AGENTS. No officials, officers, representatives, directors, employees, or agents of Lender shall be personally liable to Borrower for any obligation created hereunder or under any of the other City HOME-ARP Loan Documents.

ARTICLE 7 HAZARDOUS MATERIALS

7.1 REPRESENTATIONS AND WARRANTIES. After reasonable investigation and inquiry, Borrower hereby represents and warrants that, as of the Effective Date and except as previously disclosed by Borrower to Lender in writing and acknowledged in writing by Lender, or as disclosed in the written reports based on environmental audit(s) performed on the Property and submitted to Lender by Borrower, that (a) the Property is not and has not been a site for the use, generation, manufacture, transportation, storage, or disposal of Hazardous Materials; (b) the Property is in compliance with all applicable environmental and health and safety laws, regulations, ordinances, and 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 classified as a “hazardous waste property” or as a “border zone property” under California former Health and Safety Code Sections 25100, et seq., or regulations adopted in connection 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 on or under the Property during the Term requiring or which may require notice to be given to any governmental entity or agency under Hazardous Materials Laws; (b) any knowledge of Borrower, or of any of Borrower’s officials, officers, representatives, partners, employees, or agents that the Property is not in compliance with any Hazardous Materials Laws at any time during the Term; (c) the receipt by Borrower of notice of any Hazardous Materials claims during the Term; and (d) the discovery by or knowledge of Borrower or of any of Borrower’s officials, officers, partners, representatives, employees, or agents, at any time during the Term, of any occurrence or condition on the Property, or on any real property located within 2,000 feet of the Property, that could cause the Property or any part thereof to be designated as a “hazardous waste property” or as a “border zone property” under former California Health and Safety Code Sections 25100, et seq., or regulations adopted in connection therewith.

7.3 USE AND OPERATION OF PROPERTY. Borrower shall not, and shall not permit any of its agents, employees, or contractors, or any other person to, use the Property or allow the Property to be used for the generation, manufacture, storage, disposal, or release of Hazardous Materials. At all times during the Term, Borrower shall comply and shall cause the Project and the Property to be in compliance with Hazardous Materials Laws.

7.4 REMEDIAL ACTIONS. If Borrower or any of Borrower’s officials, officers, partners, representatives, employees, or agents knows or has reason to know of the presence of any Hazardous 985
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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 and 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 compromise with respect to any Hazardous Materials claims. The foregoing, however, shall be subject to Borrower’s right of contest as described below.

7.5 RIGHT OF CONTEST. Borrower may contest in good faith any claim, demand, levy or assessment under Hazardous Materials Laws, and such contest shall not be deemed to constitute an Event of Default, if: (a) such contest is based on a material question of law or fact raised by Borrower in good faith and reasonably objectively substantiated, (b) Borrower promptly commences and thereafter diligently pursues such contest, (c) such contest will not materially impair the taking of any remedial action with respect to such claim, demand, levy or assessment, and (d) upon request by Lender, Borrower deposits with Lender any funds or other forms of assurance requested by Lender in good faith from time to time as Lender determines appropriate to protect Lender from the consequences of such contest being unsuccessful and to cover the costs of any remedial action then reasonably necessary.

7.6 ENVIRONMENTAL INDEMNITY. Without limiting or otherwise affecting the standard indemnity and insurance provisions set forth in Article 6 and/or Exhibit C, Borrower shall defend, indemnify, and hold Lender free and harmless against all 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 City HOME-ARP 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 City HOME-ARP Loan Agreement:

A. Monetary. (1) Borrower’s failure to pay within ten (10) days of when due any sums payable under the City HOME-ARP Promissory Note or any advances made by Lender under the City HOME-ARP Loan Deed of Trust or this City HOME-ARP Loan Agreement; (2) Borrower’s use of HOME-ARP Funds for costs other than approved construction costs or for uses inconsistent with other terms and restrictions in the City HOME-ARP Loan Documents; (3) Borrower’s failure to obtain and maintain the insurance coverage required under this City HOME-ARP Loan Agreement; (4) Borrower’s failure to make any other payment or assessment within ten (10) days of when due under the City HOME-ARP Loan Documents; (5) Borrower’s failure to pay taxes when due; (6) Borrower’s default under other debt secured by the Property after the applicable notice and cure periods have expired; B. Construction. (1) Borrower’s material deviation from the Budget, without Lender’s prior written consent; (2) the use of defective or unauthorized materials or defective workmanship in constructing the Project; (3) Borrower’s failure to commence or complete construction pursuant to Section 4.1 or 4.2, above; (4) the cessation of construction prior to completion of the Project for a period of more than thirty (30) consecutive calendar days without prior written approval from Lender; (5) Borrower’s failure to remedy any deficiencies in recordkeeping or failure to provide records to Lender upon Lender's request; (6) Borrower’s failure to substantially comply with any applicable federal, state, or local laws or Lender policies governing construction, development, or operation of the Project, including, but 986
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not limited to, provisions of this City HOME-ARP Loan Agreement pertaining to affirmative action and equal employment opportunity, minority and women-owned business enterprises, disabled access, lead paint, Hazardous Materials, and provision or relocation benefits and assistance; C. Operation. (1) Discrimination by Borrower on any basis prohibited by this City HOME-ARP Loan Agreement or applicable law, or (2) the imposition of any encumbrances or liens on the Property without Lender's prior written approval that have the effect of invalidating, reducing the priority of, or materially impairing the value of the City’s interest in the Security (as defined in the City HOMEARP Loan Deed of Trust); D. General performance of City HOME-ARP Loan obligations. Any breach by Borrower of any provision of any of the City HOME-ARP Loan Documents and which, if subject to cure, is not cured by Borrower within the applicable cure period; E. General performance of other obligations. Any breach by Borrower of any provision of 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, and which breach may materially impair Lender's interest in the Security (as defined in the City HOMEARP Loan Deed of Trust); F. Representations and warranties. A determination by Lender that the Security has or will be materially impaired due to the fact that any of Borrower’s representations or warranties made in the City HOME-ARP Loan Documents, or in 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 or failure to maintain Property. Material damage to or destruction of the Property by fire or other casualty if Borrower does not take steps to reconstruct the Project as required by the City HOME-ARP Loan Documents or if Borrower fails to maintain the Property pursuant to Section

5.1, above;
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; (5) failure, inability or admission in writing of its inability to pay its debts as they become due.

I. Program compliance. Any non-compliance with HOME-ARP Program requirements by or on behalf of Borrower, including, but not limited to, the provisions of Section 4.12 and the City HOME-ARP Loan Regulatory Agreement pursuant to the HOME Investment Partnerships Program Final Rule at 24 CFR Part 92, and other Federal requirements set forth at 24 CFR 92 Subpart H and in the HOME-ARP Notice. Borrower shall be required to repay the funds disbursed to Borrower hereunder if the Project does not meet the requirements set forth in the HOME-ARP Notice for the time period specified therein, and such an Event of Default shall not be subject to cure.

J. Relocation Benefits. Failure to make any payments requested by Lender pursuant to Section 4.13, above.
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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 Event of Default, (b) whether the Event of Default is subject to cure, and the action required to cure the Event of Default, if applicable, and (c) a date, which shall not be less than thirty (30) calendar days from the date of such notice or the date such 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 cure to completion within the additional period of time specified by Lender in such notice, and in no event later than the date that is ninety (90) days after the date of such notice. The Lender has the sole discretion to determine reasonable time 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, if applicable, within the time specified in Section 8.2 above, Lender’s obligation to disburse HOME-ARP Funds shall terminate, and Lender may also, in addition to other rights and remedies permitted by the City HOME-ARP Loan Documents and 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 City HOME-ARP Loan Agreement, in which event the entire principal amount outstanding and all interest under the City HOME-ARP Promissory Note, as well as any other monies advanced to Borrower by Lender under the City HOME-ARP Loan Documents, including, but not limited to, administrative costs and relocation benefits described in Section 4.13, above, shall immediately become due and payable by Borrower 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 City HOME-ARP 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 City HOME-ARP Loan, and demand immediate full payment of the principal amount outstanding and all interest under the City HOME-ARP Promissory Note, as well as any other monies advanced to Borrower by Lender under the City HOME-ARP Loan Documents plus associated amounts due, such as relocation benefits described in Section 4.13, above; D. Enter the Property and take any actions necessary in Lender’s judgment to complete construction of the Project, including without limitation (1) making changes in the construction work as described in the Budget 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 construction as needed to preserve Lender’s interest in seeing the Project developed 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 construction work and demand that any condition leading to the Event of Default be corrected before construction work may continue; G. Disburse from City HOME-ARP Loan proceeds any amount necessary to cure any monetary default;
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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 the assignment of rents in the City HOME-ARP Loan Deed of Trust and apply them to operate the Property or to pay off the City HOME-ARP Loan or any advances made under the City HOME-ARP Loan Documents, as provided for by the City HOME-ARP Loan 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 City HOME-ARP Loan 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 8.3 is intended or shall be construed as precluding Lender from proceeding with a nonjudicial foreclosure under the power of sale contained in the City HOME-ARP Loan Deed of Trust in the Event of Default by Borrower and failure to cure, if applicable, as provided in Section 8.2, above.

Notwithstanding the foregoing or any other provision of this City HOME-ARP Loan Agreement or any of the other City HOME-ARP Loan Documents, in accordance with 2 CFR 200.338, suspension or termination of this City HOME-ARP Loan Agreement may occur if Borrower materially fails to comply with any term of this City HOME-ARP Loan Agreement.

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 City HOME-ARP Loan Documents and the City HOME-ARP Loan 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 City HOME-ARP Loan Documents, (4) that the persons executing and delivering the City HOME-ARP 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 the City HOME-ARP 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 the City HOME-ARP Loan.

9.2 CONTRACT ADMINISTRATION. The City’s Housing Department will serve as the City’s (or Lender’s) administrator of the Project, this City HOME-ARP Loan Agreement, the City HOMEARP Promissory Note, and the HOME-ARP Loan Regulatory Agreement. The Housing Department is authorized to approve Budget revisions as authorized under Section 2.6 of this City HOME-ARP Loan Agreement, collect loan repayments, perform loan and Project monitoring functions, and other administrative duties.

9.3 MONITORING AND EVALUATION. Except as otherwise provided for in this City HOME-ARP Loan Agreement, Borrower shall maintain and submit records to Lender, within ten (10) 989
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business days of Lender’s request for the same, which clearly document Borrower’s performance under each requirement under the City HOME-ARP Loan Documents.

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 City HOME-ARP Loan Agreement or who is in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during, or at any time after, such person’s tenure. The Borrower shall exercise due diligence to ensure that the prohibition in this Section 9.3 is followed.

B. The conflict of interest provisions of Section 9.3(A), above, apply to any person who is an employee, agent, consultant, officer, or any immediate family member of such person, or any elected or appointed official of the County, 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 City HOME-ARP Loan Agreement shall be used for any partisan political activity or the election or defeat of any candidate for public office.

9.5 PUBLICITY. Any publicity produced by Borrower for the Project during the term of the City HOME-ARP Loan and for one (1) year thereafter shall make reference to the contribution of Lender in making the Project possible. The words “The City of Oxnard” will be prominently displayed in any and all pieces of publicity, including but not limited to flyers, press releases, posters, signs, brochures, public service announcements, interviews, and newspaper articles. Borrower further agrees to cooperate with authorized staff and officials of Lender in any Lender-generated publicity or promotional activities undertaken with respect to the Project.

9.6 TERM OF THIS AGREEMENT. The Term of this City HOME-ARP Loan Agreement shall commence as of the Effective Date, and shall remain in full force and effect for 55 years from issuance the date of recordation of a notice of completion.

9.7 GOVERNING LAW. This City HOME-ARP Loan Agreement and the other HOMEARP 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.

9.8 STATUTORY REFERENCES. All references in this City HOME-ARP Loan Agreement and the other City HOME-ARP Loan Documents to particular statutes, regulations, ordinances, or resolutions of the United States, the State of California, or the County of Ventura 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.

9.9 TIME. Time is of the essence in this City HOME-ARP Loan Agreement and the other City HOME-ARP Loan Documents.
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9.10 CONSENTS AND APPROVALS. Any consent or approval of Lender or Borrower required under this City HOME-ARP Loan Agreement and the other City HOME-ARP Loan Documents shall not be unreasonably withheld. All approvals provided under this City HOME-ARP Loan Agreement shall be in writing and executed by an authorized representative of the party granting such approval.

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

LENDER: City of Oxnard
Housing Department
435 South D Street
Oxnard, CA 930301
Attn: Housing Director
With copy to: City of Oxnard
Office of the City Attorney
305 West Third Street
Oxnard, CA 93030
Attn: City Attorney
BORROWER: Cypress Place at Garden City II, L.P.
c/o People’s Self-Help Housing Corporation
1060 Kendall Road
San Luis Obispo, CA 93401
Attn: CEO and President
With copy to: Goldfarb & Lipman LLP
1300 Clay Street
Eleventh Floor
Oakland, CA 94612
Attn: Lynn Hutchins

9.12 BINDING UPON SUCCESSORS. All provisions of this City HOME-ARP Loan Agreement and the other City HOME-ARP Loan Documents shall be binding upon and inure to the benefit of the permitted successors-in-interest, transferees, and assigns of each of the Parties; provided, however, that this Section 9.12 does not waive the prohibition on assignment or transfer of this City HOME-ARP Loan Agreement by Borrower without Lender's prior written consent, as provided in Section 9.14, below.

9.13 RELATIONSHIP OF PARTIES. The relationship of Borrower and Lender under this City HOME-ARP Loan Agreement and with respect to the Project 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 City HOME-ARP Loan.
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9.14 ASSIGNMENT AND ASSUMPTION. Borrower shall not assign or otherwise transfer, by operation of law or otherwise (“Transfer”), this City HOME-ARP Loan Agreement or any of the City HOME-ARP Loan Documents, or any of Borrower’s rights or obligations hereunder or thereunder, except as expressly and specifically permitted herein, without the prior written consent of Lender except as provided in Section 5.16.B. Any unauthorized Transfer shall be voidable at the sole discretion of Lender.

9.15 WAIVER. Any waiver by Lender of any obligation in this City HOME-ARP Loan Agreement and the other City HOME-ARP 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 this City HOME-ARP Loan Agreement and the other City HOME-ARP Loan Documents or applicable law. Any extension of time granted to Borrower to perform any obligation under the City HOME-ARP Loan Documents shall not operate as a waiver of or release from any of the Borrower’s obligations under the City HOME-ARP Loan Documents. Consent by Lender to any act or omission by Borrower shall not be construed to constitute consent to any other or subsequent act or omission, or to waive the requirement for Lender’s written consent for all future waivers.

9.16 INTEGRATION. This City HOME-ARP Loan Agreement and the other City HOMEARP Loan Documents, including all exhibits and attachments hereto and thereto, contain the entire agreement of the parties hereto and thereto with respect to the subject matter hereof and thereof, and supersede any and all prior negotiations, representations, and agreements regarding same.

9.17 OTHER AGREEMENTS. Borrower represents that it has not entered into any agreements that are inconsistent with any provisions of this City HOME-ARP Loan Agreement and the other City HOME-ARP Loan Documents. Borrower shall not enter into any agreements that are inconsistent with any of the terms of this City HOME-ARP Loan Agreement or any of the other City HOME-ARP Loan Documents, without Lender’s prior written consent in each instance.

9.18 AMENDMENTS AND MODIFICATIONS. Any amendments or modifications to this City HOME-ARP Loan Agreement and the other City HOME-ARP Loan Documents must be in writing, and shall be valid only if duly executed by both Borrower and Lender.

9.19 SEVERABILITY. Each provision of this City HOME-ARP Loan Agreement is intended to be severable in the event that any provision of this City HOME-ARP Loan Agreement shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, in which case the validity, legality, and enforceability of the remaining provisions hereof shall not in any way thereby be affected or impaired.

9.20 COUNTERPARTS. This City HOME-ARP Loan Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one and the same instrument.

9.21 EXHIBITS. For avoidance of doubt the following Exhibits are attached hereto and incorporated herein by this reference:

Exhibit A: Legal Description of the Property
Exhibit B: Sources and Uses/Budget Operating Proforma/Disbursement Schedule Exhibit C: Insurance Provisions
Exhibit D: Qualifying Populations
Exhibit E: Quarterly Report
Exhibit F: Expenditure Summary Payment Request (ESPR)
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Exhibit G: Schedule of Performance
Exhibit H: Rental Set Up and Completion Form
Exhibit I: Tenant Selection Plan
Exhibit J: Investor Rider
[Signatures appear on the following pages. No further text appears here.] 993
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WHEREAS, this Agreement has been entered into by the undersigned as of the Effective Date.

BORROWER:

Cypress Place at Garden City II, L.P.,
a California limited partnership,
By: Cypress Place at Garden City II LLC,
a California limited liability company,
Its: general partner
By: People’s Self-Help Housing Corporation,
a California nonprofit public benefit corporation,
Its: sole member/manger
By:

Kenneth Trigueiro Date
Chief Executive Officer and President
[Signature Page Continues]
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CITY:

CITY OF OXNARD
By:

Brenda Lopez Date
Housing Director
APPROVED AS TO FORM:

By:

Stephen M. Fischer Date
City Attorney
APPROVED AS TO INSURANCE:

By:

Lauren Bueling Date
Risk Manager
995
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1782\08\4198736.3 EXHIBIT A

EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

PARCEL A:

THOSE PORTIONS OF LOT 12 AND LOT 13, AS SAID LOTS ARE DESIGNATED UPON THAT CERTAIN MAP ENTITLED “MAP OF GARDEN CITY ACRES BEING A SUBDIVISION OF LOT A AND A PORTION OF LOTS C AND D OF SUBDIVISION 83, RANCHO EL RIO DE SANTA CLARA O’ LA COLONIA, VENTURA COUNTY, CAL.”, IN

THE COUNTY OF VENTURA, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID VENTURA COUNTY IN BOOK 11, PAGES 104 AND 105 OF MISCELLANEOUS RECORDS (MAPS), DESCRIBED AS FOLLOWS:

THOSE PORTIONS OF PARCEL A AND PARCEL B AS DESCRIBED IN THE GRANT DEED RECORDED OCTOBER 15, 2020 AS INSTRUMENT NO. 20201015-00170280-0, OF

OFFICIAL RECORDS OF SAID COUNTY, LYING NORTHERLY AND WESTERLY OF THE FOLLOWING DESCRIBED LINE:

COMMENCING AT THE NORTHWEST CORNER OF SAID LOT 12, THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID LOT 12, SOUTH 0°02' EAST 98.00 FEET TO THE POINT OF BEGINNING; THENCE, LEAVING SAID WESTERLY LINE, 1ST - NORTH 89°59’58” EAST 87.51 FEET; THENCE,
2ND - SOUTH 00°00’02” EAST 74.18 FEET; THENCE,
3RD - NORTH 89°59’58” EAST 154.30 FEET; THENCE,
4TH - NORTH 48°57’44” EAST 37.15 FEET; THENCE,
5TH - NORTH 00°00’02” WEST 93.80 FEET; THENCE,
6TH - NORTH 89°59’58” EAST 120.90 FEET; THENCE,
7TH - NORTH 48°57’44” EAST 144.60 FEET; THENCE,
8TH - NORTH 00°01’00” WEST 99.38 FEET TO THE NORTHERLY LINE OF SAID PARCEL B.

SAID LAND IS SHOWN AS LOT 2 OF LOT LINE ADJUSTMENT NO. OXLLA-20-310-09, RECORDED MARCH 13, 2023 AS INSTRUMENT NO. 2023000018527 OF OFFICIAL RECORDS OF SAID COUNTY.

PARCEL B:

A NONEXCLUSIVE EASEMENT, FOR INGRESS AND EGRESS AND PUBLIC UTILITY PURPOSES, OVER THE WEST 300 FEET OF THE SOUTH 16 FEET OF THE NORTH 266.95 FEET OF LOT 13, GARDEN CITY ACRES, IN THE COUNTY OF VENTURA, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED IN BOOK 11, PAGES 104 AND 105 OF MISCELLAENOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 170 FEET OF THE SOUTH 8 FEET THEREOF.
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PARCEL C:

NON-EXCLUSIVE EASEMENTS FOR THE USE OF THE DRIVEWAY AND PARKING

FACILITIES FOR VEHICULAR AND PEDESTRIAN ACCESS, PEDESTRIAN INGRESS

AND EGRESS OVER THE PAVED WALKWAYS, SEWER, STORM DRAIN, AND

UTILITY PURPOSES, AS GRANTED IN THE RECIPROCAL EASEMENT, JOINT USE AND MAINTENANCE AGREEMENT RECORDED MAY 30, 2024 AS INSTRUMENT NO. 2024000033419, OFFICIAL RECORDS OF SAID COUNTY. SUBJECT TO THE TERMS

AND CONDITIONS SHOWN THEREIN,
APN 223-0-041-050, APN 223-0-041-075
997
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EXHIBIT B

SOURCES AND USES/BUDGET OPERATING PROFORMA/

DISBURSEMENT SCHEDULE
[SOURCES AND USES/BUDGET OPERATING PROFORMA TO BE INCLUDED IN FINAL EXECUTED AGREEMENT]

DISBURSEMENT SCHEDULE
Percentage of Project
Completion
Percentage of Funds
Disbursed
Maximum Disbursement
Amount
30% 30% $360,000
60% 30% $360,000
90% 30% $360,000
100% 10% $120,000
Total 100% $1,200,000
Final 10% Disbursement to occur after issuance of certificate of occupancy is 100% occupied.

Eligible Loan Costs: HOME-ARP eligible hard and soft construction costs. 998
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EXHIBIT C

INSURANCE PROVISIONS
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1000
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1001
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1002
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1003
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EXHIBIT D

QUALIFYING POPULATIONS
IV. QUALIFYING POPULATIONS, TARGETING AND PREFERENCES
ARP requires that funds be used to primarily benefit individuals and families in the following specified “qualifying populations.” Any individual or family who meets the criteria for these populations is eligible to receive assistance or services funded through HOME-ARP without meeting additional criteria (e.g., additional income criteria). All income calculations to meet income criteria of a qualifying population or required for income determinations in HOME-ARP eligible activities must use the annual income definition in 24 CFR 5.609 in accordance with the requirements of 24 CFR 92.203(a)(1).

A. Qualifying Populations

1. Homeless, as defined in 24 CFR 91.5 Homeless (1), (2), or (3):
(1) An individual or family who lacks a fixed, regular, and adequate nighttime residence, meaning:
(i) An individual or family with a primary nighttime residence that is a public or private place not designed for or ordinarily used as a regular sleeping accommodation for human beings, including a car, park, abandoned building, bus or train station, airport, or camping ground; (ii) An individual or family living in a supervised publicly or privately operated shelter designated to provide temporary living arrangements (including congregate shelters, transitional housing, and hotels and motels paid for by charitable organizations or by federal, state, or local government programs for lowincome individuals); or (iii) An individual who is exiting an institution where he or she resided for 90 days or less and who resided in an emergency shelter or place not meant for human habitation immediately before entering that institution;
(2) An individual or family who will imminently lose their primary nighttime residence, provided that:
(i) The primary nighttime residence will be lost within 14 days of the date of application for homeless assistance;
(ii) No subsequent residence has been identified; and
(iii) The individual or family lacks the resources or support networks, e.g., family, friends, faith-based or other social networks needed to obtain other permanent housing; (3) Unaccompanied youth under 25 years of age, or families with children and youth, who do not otherwise qualify as homeless under this definition, but who:
(i) Are defined as homeless under section 387 of the Runaway and Homeless Youth Act (42 U.S.C. 5732a), section 637 of the Head Start Act (42 U.S.C. 9832), section 41403 of the Violence Against Women Act of 1994 (42 U.S.C. 14043e-2), section 330(h) of the Public Health Service Act (42 U.S.C. 254b(h)), section 3 of the Food and Nutrition Act of 2008 (7 U.S.C. 2012), section 17(b) of the Child Nutrition Act of 1966 (42 U.S.C. 1786(b)), or section 725 of the McKinney-Vento Homeless Assistance Act (42 U.S.C. 11434a); (ii) Have not had a lease, ownership interest, or occupancy agreement in permanent housing at any time during the 60 days immediately preceding the date of application for homeless assistance; (iii) Have experienced persistent instability as measured by two moves or more during the 60-day period immediately preceding the date of applying for homeless assistance; and (iv) Can be expected to continue in such status for an extended period of time because of chronic disabilities, chronic physical health or mental health conditions, substance addiction, histories of domestic violence or childhood abuse (including neglect), the presence of a child or youth with a disability, or two or more barriers to employment, which include the lack of a high school degree or General Education Development 1004
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(GED), illiteracy, low English proficiency, a history of incarceration or detention for criminal activity, and a history of unstable employment;

2. At risk of Homelessness, as defined in 24 CFR 91.5 At risk of homelessness:
(1) An individual or family who:
(i) Has an annual income below 30 percent of median family income for the area, as determined by HUD; (ii) Does not have sufficient resources or support networks, e.g., family, friends, faith-based or other social networks, immediately available to prevent them from moving to an emergency shelter or another place described in paragraph (1) of the “Homeless” definition in this section; and (iii) Meets one of the following conditions:
(A) Has moved because of economic reasons two or more times during the 60 days immediately preceding the application for homelessness prevention assistance; (B) Is living in the home of another because of economic hardship; (C) Has been notified in writing that their right to occupy their current housing or living situation will be terminated within 21 days after the date of application for assistance; (D) Lives in a hotel or motel and the cost of the hotel or motel stay is not paid by charitable organizations or by federal, State, or local government programs for low-income individuals; (E) Lives in a single-room occupancy or efficiency apartment unit in which there reside more than two persons or lives in a larger housing unit in which there reside more than 1.5 people per room, as defined by the U.S. Census Bureau;
(F) Is exiting a publicly funded institution, or system of care (such as a health-care facility, a mental health facility, foster care or other youth facility, or correction program or institution); or (G) Otherwise lives in housing that has characteristics associated with instability and an increased risk of homelessness, as identified in the recipient's approved consolidated plan; (2) A child or youth who does not qualify as “homeless” under this section, but qualifies as “homeless” under section 387(3) of the Runaway and Homeless Youth Act (42 U.S.C. 5732a(3)), section 637(11) of the Head Start Act (42 U.S.C. 9832(11)), section 41403(6) of the Violence Against Women Act of 1994 (42 U.S.C. 14043e-2(6)), section 330(h)(5)(A) of the Public Health Service Act (42 U.S.C. 254b(h)(5)(A)), section 3(l) of the Food and Nutrition Act of 2008 (7 U.S.C. 2012(l)), or section 17(b)(15) of the Child Nutrition Act of 1966 (42 U.S.C. 1786(b)(15)); or
(3) A child or youth who does not qualify as “homeless” under this section but qualifies as “homeless” under section 725(2) of the McKinney-Vento Homeless Assistance Act (42) U.S.C. 11434a(2)), and the parent(s) or guardian(s) of that child or youth if living with her or him.

3. Fleeing, or Attempting to Flee, Domestic Violence, Dating Violence, Sexual Assault, Stalking, or Human Trafficking, as defined by HUD.

For HOME-ARP, this population includes any individual or family who is fleeing, or is attempting to flee, domestic violence, dating violence, sexual assault, stalking, or human trafficking. This population includes cases where an individual or family reasonably believes that there is a threat of imminent harm from further violence due to dangerous or life-threatening conditions that relate to violence against the individual or a family member, including a child, that has either taken place within the individual’s or family’s primary nighttime residence or has made the individual or family afraid to return or remain within the same dwelling unit. In the case of sexual assault, this also includes cases where an individual reasonably believes there is a threat of imminent harm from further violence if the individual remains within the same dwelling unit 1005
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that the individual is currently occupying, or the sexual assault occurred on the premises during the 90-day period preceding the date of the request for transfer.

Domestic violence, which is defined in 24 CFR 5.2003 includes felony or misdemeanor crimes of violence committed by:
1) A current or former spouse or intimate partner of the victim (the term “spouse or intimate partner of the victim” includes a person who is or has been in a social relationship of a romantic or intimate nature with the victim, as determined by the length of the relationship, the type of the relationship, and the frequency of interaction between the persons involved in the relationship); 2) A person with whom the victim shares a child in common; 3) A person who is cohabitating with or has cohabitated with the victim as a spouse or intimate partner; 4) A person similarly situated to a spouse of the victim under the domestic or family violence laws of the jurisdiction receiving HOME-ARP funds; or
5) Any other person against an adult or youth victim who is protected from that person's acts under the domestic or family violence laws of the jurisdiction.

Dating violence which is defined in 24 CFR 5.2003 means violence committed by a person:
1) Who is or has been in a social relationship of a romantic or intimate nature with the victim; and 2) Where the existence of such a relationship shall be determined based on a consideration of the following factors:
a. The length of the relationship;
b. The type of relationship; and
c. The frequency of interaction between the persons involved in the relationship.

Sexual assault which is defined in 24 CFR 5.2003 means any nonconsensual sexual act proscribed by Federal, Tribal, or State law, including when the victim lacks capacity to consent.

Stalking which is defined in 24 CFR 5.2003 means engaging in a course of conduct directed at a specific person that would cause a reasonable person to:
1) Fear for the person’s individual safety or the safety of others; or 2) Suffer substantial emotional distress.

Human Trafficking includes both sex and labor trafficking, as outlined in the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7102). These are defined as:
1) Sex trafficking means the recruitment, harboring, transportation, provision, obtaining, patronizing, or soliciting of a person for the purpose of a commercial sex act, in which the commercial sex act is induced by force, fraud, or coercion, or in which the person induced to perform such act has not attained 18 years of age; or
2) Labor trafficking means the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery.

4. Other Populations where providing supportive services or assistance under section 212(a) of NAHA (42 U.S.C. 12742(a)) would prevent the family’s homelessness or would serve those with the greatest risk of housing instability. HUD defines these populations as individuals and households who do not qualify under any of the populations above but meet one of the following criteria:
(1) Other Families Requiring Services or Housing Assistance to Prevent Homelessness is defined as households (i.e., individuals and families) who have previously been qualified as “homeless” as defined in 24 CFR 91.5, are currently housed due to temporary or emergency assistance, including financial assistance, services, temporary rental assistance or some type of other assistance to allow the household to be housed, and who need additional housing assistance or supportive services to avoid a return to homelessness. 1006
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(2) At Greatest Risk of Housing Instability is defined as household who meets either paragraph (i) or (ii) below:
(i) has Annual Income that is less than or equal to 30% of the area median income, as determined by HUD and is experiencing severe cost burden (i.e., is paying more than 50% of monthly household income toward housing costs)
(ii) has Annual Income that is less than or equal to 50% of the area median income, as determined by HUD, AND meets one of the following conditions from paragraph (iii) of the “At risk of homelessness” definition established at 24 CFR 91.5:
(A)Has moved because of economic reasons two or more times during the 60 days immediately preceding the application for homelessness prevention assistance; (B) Is living in the home of another because of economic hardship; (C)Has been notified in writing that their right to occupy their current housing or living situation will be terminated within 21 days after the date of application for assistance; (D) Lives in a hotel or motel and the cost of the hotel or motel stay is not paid by charitable organizations or by Federal, State, or local government programs for low-income individuals; (E) Lives in a single-room occupancy or efficiency apartment unit in which there reside more than two persons or lives in a larger housing unit in which there reside more than 1.5 persons reside per room, as defined by the U.S. Census Bureau;
(F) Is exiting a publicly funded institution, or system of care (such as a health-care facility, a mental health facility, foster care or other youth facility, or correction program or institution); or (G)Otherwise lives in housing that has characteristics associated with instability and an increased risk of homelessness, as identified in the recipient's approved consolidated plan.

Veterans and Families that include a Veteran Family Member that meet the criteria for one of the qualifying populations described above are eligible to receive HOME-ARP assistance. 1007
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EXHIBIT E

QUARTERLY REPORT
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1009
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*This form included in this Exhibit F may be amended from time to time by the City. 1010
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EXHIBIT F

EXPENDITURE SUMMARY PAYMENT REQUEST (ESPR)
This form included in this Exhibit G may be amended from time to time by the City. 1011
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EXHIBIT G

SCHEDULE OF PERFORMANCE
Milestone Date
Obtain approval of Major Downtown Design Review Permit
(DDRP), Density Bonus Permit (Density Bonus Permit), and Lot Merger to allow for the construction of a 5-story, 88-unit mixed-use apartment building, located at 536-538 Meta Street (APNs: 201-0- 213-080; 090; & 100)
Complete
Obtain NEPA and CEQA Environmental Clearance Complete
Receive City HOME-ARP Funding Commitment. 2nd Quarter 2026 Insurance. Borrower shall furnish or cause to be furnished appropriate certificates of insurance and/or endorsements to City which meet all requirements of the Agreement.
2nd Quarter 2026
As a condition precedent to
the close of escrow and
execution of City HOMEARP Loan Documents.

Submittal of Agreement. Borrower shall execute and submit the City HOME-ARP Loan Agreement Loan Documents to City’s
Housing Director for approval and execution.
2nd Quarter of 2026
At least Ten (10) days prior
to close of escrow.

Deposit of Documents to Escrow. City and Borrower shall deliver City HOME-ARP Loan Regulatory Agreement and City HOMEARP Loan Deed of Trust for recordation, for recordation in this order.
2nd Quarter of 2026
Not fewer than one (1)
calendar day prior to close
of Escrow.

City Form Submission. Borrower shall submit Rental Set Up and Completion Form to City Staff prior to close of construction financing.
2nd Quarter 2026
Prior to close of
construction financing.

City Approval/Disapproval of Exceptions. City shall provide Developer with written notification of City’s approval or disapproval of the exception(s) set forth in the preliminary report for the Properties.
2nd Quarter 2026
As a condition precedent to
the close of escrow
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Close of Escrow and Construction Financing. (All aforementioned milestones must occur prior to close of construction financing). 2nd Quarter 2026
Within five (5) days of
notification by City to
Escrow Holder that all
Conditions Precedent are
satisfied and/or waived
Begin Construction Within 60 days of close of
construction financing.

Quarterly Report. Submit Quarterly Report on Construction Progress by Borrower.

Quarterly following
commencement of
construction.

Construction Completion 2nd Quarter of 2028
Rental Set Up and Completion Form. Submit this form to City Staff after Issuance of a Certificate of Occupancy.
2nd Quarter of 2028
Lease Up. All HOME-ARP Assisted Units Leased and Occupied by Eligible Tenants.

Within 6 months of
construction completion
For the purposes of this Schedule of Performance, the commencement date is the Effective Date of the City HOME-ARP Loan Agreement. The 1st quarter refers to the period of January through March, the 2nd quarter refers to the period of April through June, the 3rd quarter refers to the period of July through September, the 4th quarter refers to the period of October through December. The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing between Borrower and the Housing Director, and Housing Director is authorized on behalf of City to agree to make such revisions as they deem reasonably necessary. The Housing Director, in their sole discretion, may elect to bring to the City Council for consideration and action any modifications to this Schedule of Performance. It is understood that the Schedule of Performance is subject to all of the terms and conditions set forth in the text of the Agreement. The summary of the items of performance in the Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any inconsistency between the Schedule of Performance and the text of the Agreement, the text shall govern. In the event the Housing Director deems it necessary to bring to City Council for consideration one or more modifications to this Schedule of Performance, the discretion to do so is expressly reserved by the Housing Director. 1013
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EXHIBIT H

RENTAL SET UP AND COMPLETION FORM
1014
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1015
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1016
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EXHIBIT I

TENANT SELECTION PLAN
This plan is intended to ensure ongoing compliance with all applicable laws, regulations, and program requirements. Notwithstanding the foregoing, the Lender reserves the right to amend, modify, supplement, or replace the Tenant Selection Plan from time to time, as may be necessary or advisable to reflect changes in laws, regulations, program guidelines, or other requirements, or to address operational needs. [TENANT SELECTION PLAN TO BE INCLUDED IN FINAL EXECUTED AGREEMENT] 1017
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EXHIBIT J

INVESTOR RIDER
[June 1], 2026
The City of Oxnard, a municipal corporation (“Lender”) has made a loan in the maximum principal amount of $1,200,000 (the “Loan”) to Cypress Place at Garden City II, L.P., a California limited partnership (“Borrower”) and the Loan is secured by certain property located at 5482 Cypress Road, Oxnard, CA 93033 (the “Project”).

Bank of America, N.A., a national banking association, and Banc of America CDC Special Holding Company, Inc., a North Carolina corporation (together with their successors and assigns, the “Limited Partners” and each a “Limited Partner”), are being admitted as limited partners of Borrower on or about [June 1], 2026.

As a condition to consenting to the Loan and becoming limited partners in the Borrower, Limited Partners require that the Borrower and Lender grant certain protections to Limited Partners under any one or more of the documents (the “Loan Documents”) evidencing or securing the Loan, and the Borrower and Lender desire to grant such requests of Limited Partners.

Notwithstanding anything to the contrary set forth in the Loan Documents, the Loan Documents are hereby amended to include the covenants and representations set forth in this Investor Rider. To the extent not defined in this Investor Rider, capitalized terms have the definitions given in the Loan Documents.

1. The Amended and Restated Agreement of Limited Partnership dated on or about [June 1], 2026 forming or continuing the Borrower (the “Partnership Agreement”) is hereby approved by Lender.

2. If a monetary default occurs under the terms of any of the Loan Documents, prior to exercising any remedies thereunder, Lender shall give Borrower and Limited Partners simultaneous written notice of such default. Limited Partner shall have a period of thirty (30) days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan Documents, or such longer period of time as may be specified in the Loan Documents. Limited Partners shall have the right, but not the obligation, to cure any default under the Loan Documents within the applicable cure periods provided to Borrower thereunder. If Limited Partners cure such default within the cure period, Lender will accept such action as curing the respective default under the Loan Documents.

3. If a non-monetary default occurs under the terms of any of the Loan Documents, prior to exercising any remedies thereunder, Lender shall give Borrower and Limited Partners simultaneous written notice of such default. If the default is reasonably capable of being cured within thirty (30) days, Limited Partners shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan Documents, or such longer period of time as may be specified in the Loan Documents. If the default is such that it is not reasonably capable of being cured within thirty (30) days or such longer period if so specified, and if Borrower or any Limited Partner (a) initiates corrective action within said period, and (b) diligently and in good faith works to effect a 1018
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cure, then Borrower and Limited Partners shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. If Borrower fails to take corrective action or to cure the default within a reasonable time, Lender shall give Limited Partners written notice thereof, whereupon the Limited Partners may remove and replace the general partner with a substitute general partner who shall effect a cure within a reasonable time thereafter in accordance with the foregoing provisions. If Limited Partners cure such default within the cure period, Lender will accept such action as curing the respective default under the Loan Documents.

4. Lender will give Limited Partners a copy of any written notice it gives to Borrower under the Loan Documents at the following address:

Bank of America, N.A.
100 Federal Street, 4th Floor
MA5-100-04-11
Boston, MA 02110
Attention: Asset Management
Facsimile: 617-346-2257
And:

Banc of America CDC Special Holding Company, Inc.
100 Federal Street, 4th Floor
MA5-100-04-11
Boston, MA 02110
Attention: Asset Management
Facsimile: 617-346-2257
And:

Buchalter LLP
1000 Wilshire Boulevard, Suite 1500
Los Angeles, CA 90017
Attn: Michael A. Williamson, Esq.

Facsimile: (213) 630-5799
Matter No: B0965-0906

5. The withdrawal, removal, and/or replacement of a general partner of the Borrower pursuant to the terms of the Partnership Agreement shall not constitute a default under any of the Loan Documents, and any such actions shall not accelerate the maturity of the Loan, provided that the Limited Partners provide the Lender with prior written notice of such removal and substitution of a general partner of Borrower. An affiliate of a Limited Partner is an acceptable substitute general partner.

6. Lender will permit insurance and condemnation proceeds to be used to rebuild the Project provided that sufficient funds are available from other sources to effectively rebuild the Project to a multifamily housing complex.
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7. Lender has not and will not cross-default or cross-collateralize the Loan with any loan made with respect to another property.

8. The Loan is a non-recourse obligation of Borrower. None of Borrower, any of its partners, or any other party shall have any personal liability for repayment of the Loan. The sole recourse of Lender under the Loan Documents for repayment of the Loan shall be the exercise of its rights against the Project and related security thereunder.

9. There shall be no default for construction or rehabilitation delays beyond the reasonable control of Borrower, provided that such delays do not exceed one hundred eighty (180) days, or such longer period of time as may be specified in the Loan Documents.

10. The execution and delivery of the purchase option and right of first refusal agreement described in the Partnership Agreement and the exercise of such options shall not constitute a default under the Loan Documents or accelerate the maturity of the Loan thereunder.

If the purchase option and right of first refusal agreement described in the Partnership Agreement is not exercised and the Project is sold subject to low-income housing use restrictions as contained in an existing regulatory agreement or other recorded covenant, any requisite consent of Lender to said sale, and to the assumption without penalty of loan obligations by the purchaser and the release of Borrower from such obligations, shall not be unreasonably withheld.

11. In any approval, consent, or other determination by Lender required under any of the Loan Documents, Lender shall act reasonably and in good faith.

12. Lender acknowledges that Borrower and the Credit Agency intend to enter into, or concurrently with the execution and delivery of the Loan Documents are entering into, an extended use agreement, which constitutes the extended low-income housing commitment described in Section 42(h)(6)(B) of the Internal Revenue Code, as amended. Lender agrees to subordinate the Loan and Lender’s rights under the Loan Documents executed in conjunction therewith to the relevant provisions of said extended use agreement. This subordination is being made in consideration of the allocation of tax credits to the Project, absent which the development of the Project would not occur, and this mortgage loan would not be made. Additionally, Lender hereby consents to the refinancing of any senior mortgage financing in connection with the Project, subject only to the reasonable approval of the Lender to any documents executed in connection with the refinancing of such senior mortgage financing.

13. Notwithstanding the occurrence of any monetary or non-monetary default under the terms of any of the Loan Documents, during the Compliance Period (as defined in the Partnership Agreement), Lender shall not (i) commence foreclosure proceedings with respect to the Property under the Loan Documents or exercise any other rights or remedies it may have under the Loan Documents, including, but not limited to, accelerating sums due under the Loan Documents, collecting rents, appointing (or seeking the appointment of) a receiver or exercising any other rights or remedies hereunder or (ii) join with any other creditor in commencing any bankruptcy reorganization arrangement, insolvency or liquidation proceedings with respect to Borrower.
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14. Each Limited Partner is intended to be a direct beneficiary of the covenants set forth in this Investor Rider and is entitled to bring an action to enforce the same independent of any rights of Borrower. Lender will not materially modify the Loan Documents without Limited Partners’ prior written consent.
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CITY HOME-ARP LOAN

PROMISSORY NOTE
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CITY HOME-ARP PROMISSORY NOTE
CYPRESS PLACE AT GARDEN CITY II L.P.

Oxnard, California
$1,200,000 May , 2026
FOR VALUE RECEIVED, Cypress Place at Garden City II, L.P., a California limited partnership (“Borrower”), whose address is 1060 Kendall Road, San Luis Obispo, CA 93401, hereby promises to pay to the order of the City of Oxnard, a municipal corporation (“Lender”), whose address is 435 South D Street, Oxnard, California 93030, the principal amount equal to One Million Two Hundred Thousand Dollars ($1,200,000), or so much thereof as may be advanced by Lender to Borrower, together with interest thereon, as set forth below.

1. PURPOSE. In order to assist Borrower to construct sixty (60) units of affordable housing, inclusive of one (1) unrestricted manager’s unit, located at 5482 Cypress Road, Oxnard, California 93033 (“Project”), Lender has agreed to loan the amount of One Million Two Hundred Thousand Dollars ($1,200,000), which funds are derived from funds (“HOME-ARP Funds”) received by the Lender from the United States Department of Housing and Urban Development (“HUD”) through the HOME Investment Partnerships Program, under the American Rescue Plan (“HOME-ARP”).

2. BORROWER’S OBLIGATION. This City HOME-ARP Promissory Note (“Note”) evidences Borrower’s obligation to pay Lender the principal amount of One Million Two Hundred Thousand Dollars ($1,200,000) (“Loan”) for the HOME-ARP Funds loaned to Borrower by Lender for the specific uses designated in the City HOME-ARP Loan Agreement between Borrower and Lender dated , 2026 (“Loan Agreement”).

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 Loan Agreement and Note.

Interest is not compounding.

4. DEFAULT INTEREST. In the Event of Default by Borrower of any of its obligations under this Note or the City HOME-ARP Loan Documents, Borrower shall pay to Lender 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 County on the first day of each month.

8.1 of the Loan Agreement, which has not been cured as provided for in Section 8.2 and Exhibit J of the 1023
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Loan Agreement, the principal and all current and accrued interest shall be due and payable in accordance with Section 9 of this Note. See also Section 8.3 Lender’s Remedies in the Loan Agreement. In any event, the principal and all current and accrued interest shall be due and payable no later than 55 years from the date of recordation of the notice of completion issued for the Project.

6. DEFINITIONS. Unless otherwise defined, all capitalized terms in this Note shall have the definition ascribed to such terms in the Loan Agreement.

7. PAYMENTS. All principal and current and accrued interest shall be due and payable in accordance with the terms set forth in Section 5. Commencing on July 1st of the first year after the City's issuance of a Certificate of Completion for the Project and on July 1st of each year thereafter until the City HOME-ARP Loan is paid in full or otherwise terminated, the Borrower shall submit its Annual Financial Statement to Lender 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. Borrower shall make annual payments on the City HOME-ARP Loan as follows: (i) while the Serna Loan and County Loan have made and are outstanding, six and fifty one hundredths (6.51%) of fifty percent (50%) of Residual Receipts for the previous calendar year; (ii) if the Serna Loan is not made or at such time as the Serna Loan has been fully satisfied and the County Loan is made and is not fully satisfied, forty percent (40%) of fifty percent (50%) of Residual Receipts for the previous calendar year, and (iii) if the Serna Loan and the County Loan have not made or at such time as the County Loan and Serna Loan have been fully satisfied 50% of Residual receipts, each, an annual payment. Lender shall review and approve the percentage amount to be paid by Borrower and the Annual Financial Statement, or request revisions, within sixty (60) days after receipt. In the event Lender 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 Lender 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. In the event Lender 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. In the event that Lender determines that there is an understatement in the amount and payment of Residual Receipts due to Lender, Borrower shall promptly pay to Lender such understatement, but in any event, within twenty (20) days of notice of such understatement. In the event that Lender determines that there is an overpayment in the amount and payment of Residual Receipts due to Lender, Lender shall promptly pay to Borrower the amount of overpayment, but in any event, within twenty (20) days of such determination. If contested, Borrower has the right to pay under protest. Any payments made by Borrower pursuant to this Section shall be applied first to pay current annual interest due, if any, then the cumulative interest owed, if any, then to reduce the principal amount of the Loan. In any event all principal owed and all current and accrued interest of the Loan, if any, shall be due and payable as provided in Section 5 above.

8. PLACE AND MANNER OF PAYMENT. All amounts due and payable under this Note are payable at the office of Lender at the address set forth above, or at such other place as Lender may designate to Borrower 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 a Deed of Trust. All covenants, conditions and agreements contained in the Deed of Trust and the Loan Agreement are hereby made a part of this Note. Borrower agrees that the principal and all current and accrued interest, shall, at the option of Lender, be immediately due and payable upon any event of default as defined in the Loan Agreement which has not been cured after all applicable notice and cure periods pursuant to the Loan Agreement, including without limitation the failure of Borrower to make any payment when due. Upon any event of default, after all applicable notice and cure periods, Lender may exercise any other right or remedy 1024
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permitted under this Note and the Loan Documents. Notwithstanding anything to the contrary contained in the Loan Documents, Lender hereby agrees that any cure of any event of default made or tendered by Borrower's limited partners shall be deemed to be a cure by Borrower and shall be accepted or rejected on the same basis as if made or tendered by Borrower.

10. PREPAYMENT OF LOAN. No prepayment penalty will be charged to Borrower 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 Lender approval and shall not affect Borrower’s obligations under the Regulatory Agreement.

11. NO OFFSET. Borrower hereby waives any rights of offset it now has or may hereafter have against Lender, 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 Lender 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 Lender shall be in writing and may be communicated to Borrower at the principal office of Borrower set forth below, or at such other place or places as Borrower shall designate in writing, from time to time, for the receipt of communications from Lender. Copies of all notices which are sent to Borrower under the terms of the Loan Documents shall also be sent to Borrower’s limited Partner at the address below.

BORROWER: Cypress Place at Garden City II, L.P.
1060 Kendall Road
San Luis Obispo, CA 91362
Attn: CEO and President
With copy to: Goldfarb & Lipman LLP
1300 Clay Street
Eleventh 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 Borrower and Lender.

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.
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19. 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 the Borrower’s 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.

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

21. NONRECOURSE. Except as expressly provided in the second paragraph of this Section 21, the Borrower, and the Borrower'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 Lender 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 against all such security for the Note of all the rights and remedies of the Lender, or (ii) be deemed in any way to impair the right of the Lender 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 to the extent of actual damages for (i) Borrower's fraud or willful misrepresentation; (ii) the failure to pay taxes, assessments or other charges (which are not contested by the Borrower 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 Borrower 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 Borrower's indemnification obligations under the Loan Agreement; and (vi) payment to the Lender of any rental income or other income arising with respect to the Property received by the Borrower after the Lender has given notice to the Borrower 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 lender providing a loan secured by the Property to which the Lender has subordinated the Deed of Trust.

22. LOAN AGREEMENT CONTROLS. In the event that any provisions of this Note and the Loan Agreement conflict, the terms of the Loan Agreement shall control. (signature appears on following page)
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BORROWER:

CYPRESS PLACE AT GARDEN CITY, L.P.,
a California limited partnership
By: Cypress Place at Garden City LLC,
a California limited liability company
its general partner
By: People’s Self-Help Housing Corporation,
a California nonprofit public benefit corporation,
its sole member/manager

By: _______________________________
Kenneth Trigueiro
Chief Executive Officer and President

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CITY HOME-ARP LOAN

REGULATORUY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS 1028
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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: APN 223-0-041-050; 223-0-041-075 SPACE ABOVE THIS LINE FOR RECORDER’S USE

CITY HOME-ARP LOAN REGULATORY AGREEMENT AND

DECLARATION OF RESTRICTIVE COVENANTS
This City HOME-ARP Loan Regulatory Agreement and Declaration of Restrictive Covenants (this “Agreement”) is made as of this day of , 2026 (the "Effective Date"), by and between the City of Oxnard, a municipal corporation (the “Lender”), and Cypress Place at Garden City II, L.P., a California limited partnership (the “Owner”).

RECITALS
A. Lender wishes to promote the development of affordable rental housing in neighborhoods in need of revitalization in City of Oxnard communities and provide a greater choice of housing opportunities for low-income households.

B. There is a need to expand affordable rental housing to homeless persons and households at risk of homelessness, and to promote projects that combine supportive services with housing, as documented in the City of Oxnard HOME-ARP Allocation Plan.

C. The Owner owns a parcel of real property located 5482 Cypress Road, Oxnard, California 93033, as more particularly described in Exhibit A (the “Property”) upon which the Owner intends to construct sixty (60) units of affordable housing, inclusive of one (1) threebedroom manager’s unit (the “Project”). The City HOME-ARP Loan (as defined below) is being made to finance the development and construction costs for the Project. The Project will increase the supply of affordable rental housing in the City of Oxnard. Due to the assistance provided to Owner pursuant to this Agreement, the City has designated five (5) units as HOMEARP-Assisted Unit (each such unit a "HOME-ARP-Assisted Unit"), which Units are fixed Units as defined in 24 C.F.R. 92.252(j). The HOME-ARP Assisted Units are required to include four (4) one-bedroom Units and one (1) two-bedroom Unit. The Parties reasonably expect that construction and development of the Project will commence within sixty (60) days of the close of construction financing, but in no event shall construction begin later than twelve (12) months from execution of the City HOME-ARP Loan Agreement.
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D. Under the American Rescue Plan Act of 2021 (“ARP”), signed into law by President Biden on March 11, 2021 (Public Law 117-2), Lender has been awarded Home Investment Partnerships Program funds (“HOME-ARP Funds”) from the United States Department of Housing and Urban Development (“HUD”), pursuant to the Cranston-Gonzales National Affordable Housing Act of 1990, for the purpose of expanding the supply of decent, safe, sanitary and affordable housing for low-income persons and families.

E. Owner and City have executed a City HOME-ARP Loan Agreement (“City HOME-ARP Loan Agreement”) in the amount of One Million Two-Hundred Thousand Dollars ($1,200,000) in HOME-ARP funds (“City Home-ARP Loan”) for construction of the Project as allowed, which funds are subject to HOME-ARP regulations set forth in the October 10, 2021 Federal Register Notice (86 FR 56764), Waivers and Alternative Requirements for Implementation of the HOME American Rescue Plan (HOME-ARP) Program.

F. Concurrently herewith, the Parties are entering into a City HOME-ARP Promissory Note (“City HOME-ARP Promissory Note) in the original principal amount of One Million Two-Hundred Thousand Dollars ($1,200,000), executed by Owner in favor of Lender, and is secured by a City HOME-ARP Loan Deed of Trust (“City HOME-ARP Loan Deed of Trust”).

NOW THEREFORE, IN CONSIDERATION of the mutual agreements, obligations, and representations, and in further consideration for the aforementioned funding, the Owner and the Lender hereby agree as follows:

1. DEFINITIONS
All initially capitalized terms in this Agreement shall have the definitions ascribed to such terms in the City HOME-ARP Loan Agreement. Some of the following terms are defined in the City HOME-ARP Loan Agreement and repeated here for convenience of reference. Where such terms are not defined in the City HOME-ARP Loan Agreement, the following terms have the meanings and content set forth in this section wherever used in this Agreement or attached exhibits.

1.1 “ANNUAL INCOME” means the definition of Annual Income as more particularly defined at 24 CFR 5.609.

1.2 “AREA MEDIAN INCOME” means the area median income for Ventura County Metropolitan Statistical Area as determined from time to time by HUD and published by HCD, adjusted for family size.

1.3 “COORDINATED ENTRY SYSTEM” means the information system utilized by Lender under the Ventura County Continuum of Care Alliance for coordinating, prioritizing and insuring to the greatest extent possible non-duplication of homeless programs and services, which accordingly identifies the most vulnerable homeless persons and households and serves as basis to inform priority provision of Units to Qualifying Populations as defined in Section 1.18 herein.
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1.4 “CITY HOME-ARP LOAN” means the loan of HOME-ARP Funds in the amount of One Million Two Hundred Thousand Dollars ($1,200,000) made by the Lender to the Owner to finance certain development and construction costs of the Project pursuant to the City HOME-ARP Loan Agreement and the City HOME-ARP Loan Note.

1.5 “CITY HOME-ARP LOAN AGREEMENT” is the loan agreement executed by and between the Owner and the Lender, setting forth the terms and conditions governing the City HOME-ARP Loan.

1.6 “CITY HOME-ARP LOAN DEED OF TRUST” means that certain deed of trust, assignment of rents, and security agreement placed on the Property to be constructed thereon as security for the City HOME-ARP Loan with the Owner as trustor and the Lender as beneficiary, as well as any amendments to, modifications of, and restatements of said deed of trust.

1.7 “CITY HOME-ARP LOAN DOCUMENTS” are collectively the City HOMEARP Loan Agreement, the City HOME-ARP Loan Note evidencing the City HOME-ARP Loan, the City HOME-ARP Loan Deed of Trust securing the City HOME-ARP Loan Note, and this Agreement as they may be amended, modified, or restated from time to time, along with all exhibits and attachments to these documents.

1.8 “CITY HOME-ARP LOAN NOTE” means the City Home-ARP Promissory Note executed by the Owner in favor of the Lender in the amount of One Million Two Hundred Thousand Dollars ($1,200,000) evidencing the City HOME-ARP Loan, which is secured by the City HOME-ARP Loan Deed of Trust, as well as any amendments to, modifications of, or restatements of said promissory note.

1.9 “CLOSING DATE” means the date of execution and delivery of this Agreement.

1.10 “HOME-ARP-ASSISTED UNIT” means any of the five (5) Units on the Property designated by the Owner as “fixed” HOME-ARP Assisted Unit with restricted occupancy and rents pursuant to and subject to the requirements of this Agreement, which must be occupied by Qualifying Households. A Unit shall not be considered a HOME-ARP-Assisted Unit until such Unit has been constructed and made available for occupancy.

1.11 “LENDER” is the City of Oxnard, a municipal corporation, and its authorized representatives, officers, officials, directors, employees, and agents.

1.12 “LOW-INCOME HOUSEHOLD” means a household, as defined in 24 CFR

92.2 as a "Low-income family."

1.13 “OWNER” means Cypress Place at Garden City II, L.P., a California limited partnership.
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1.14 “PROJECT” means the construction, operation and management of the Property and the improvements to be constructed thereon according to the terms of the City HOME Loan Agreement.

1.15 “PROPERTY” means the real property located at 5482 Cypress Road, Oxnard, 93033 California as more particularly described in Exhibit A attached hereto and incorporated herein, including the improvements constructed thereon pursuant to the City HOME Loan Agreement.

1.16 “QUALIFYING HOUSEHOLD” means a household that qualifies as meeting the definition of a Qualifying Population pursuant to the October 10, 2021, Federal Register Notice 86 FR 56764, Waivers and Alternative Requirements for Implementation of the HOME American Rescue Plan (HOME-ARP) Program.

1.17 “QUALIFYING POPULATION” means a household that qualifies for priority consideration and preference for an Assisted Unit pursuant to HUD CPD Notice 21-10, Section IV, “Qualifying Populations, Targeting and Preferences”. Qualifying Populations are identified broadly as individuals and families who are: 1) Homeless (as defined at 24 CFR 91.5); 2) At Risk of Homelessness (as defined at 24 CFR 91.5); 3) Fleeing or Attempting to Flee, Domestic Violence, Dating Violence, Sexual Assault, Stalking, or Human Trafficking (as defined by HUD); and 4) “Other Populations,” where providing supportive services or assistance under Section 212(a) of the National Affordable Housing Act (NAHA) (42 U.S.C 12742(a)), would prevent the family’s homelessness or would serve those with the greatest risk of housing instability. A more detailed and specific description of Qualifying Populations, as set forth in HUD CPD Notice 21-10, is excerpted and included herein as Exhibit B.

1.18 “QUALIFYING RENT” means that the rental charges for Units reserved for occupancy by low-income households must comply with the rent limitations in 24 CFR

92.252(a) (i.e., the lesser of the Fair Market Rent for existing housing for comparable units in the area, as established by HUD, or for Very-Low-Income households, 30% of the adjusted income of a household whose annual income is equal to or less than 50% of the median income for the area with adjustments for number of bedrooms in the unit. In accordance with 24 CFR

92.252(b), if the Tenant of a HOME-ARP-Assisted Unit pays for utilities and services (excluding telephone, television and Internet services), then the Qualifying Rent shall be reduced by the maximum monthly allowance for utilities and services using the annual Oxnard Housing Authority Utility Allowance, or other annual utility schedule as determined by the City of Oxnard and/or HUD, if applicable. A household that was a Qualifying Household at initial occupancy and whose annual income at the time of income re-certification is above 80% AMI must pay the lesser of the Fair Market Rent for existing housing for comparable units in the area, as established by HUD, or a rent equal to 30 percent (30%) of the household’s adjusted income.

1.19 “PROJECT COMPLETION” means that all necessary title transfer requirements and construction work for the Project have been performed; the Project complies with the requirements of 24 CFR Part 92 (including, but not limited to, the property standards under § 92.251); the final drawdown of HOME-ARP funds has been disbursed for the Project; and the Project completion information, as described in Section 1.25 of the HOME-ARP Loan Agreement, has been provided to the City by Owner and entered into the Integrated 1032
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Disbursement and Information System (IDIS) established by HUD, except that with respect to rental housing Project completion, for the purposes of § 92.502(d), Project completion occurs upon completion of construction and before occupancy. Upon receipt, Owner shall provide Lender with a copy of the Project’s Certificate of Occupancy and Notice of Completion. Project Completion shall in no event be extended beyond four (4) years from the Effective Date of this Agreement.

1.20 “TENANT” means a household meeting the definition of a “Qualifying Household” and occupying a HOME-ARP Assisted Unit.

1.21 “TERM” means collectively the period of time during which the HOME-ARPAssisted Units must meet the affordability requirements imposed under the HOME-ARP Program (as defined below), commencing upon Project Completion date in the Integrated Disbursement and Information System (IDIS) established by HUD, in conformance with 24 CFR

92.2 and 24 CFR 92.252(e) for a period of twenty (20) years after the later to occur of Project Completion and the date of the recordation of the notice of completion and the City extended affordability period, which begins at the end of the initial twenty (20) year period and extends for an additional thirty-five (35) years for a total term of fifty-five (55) years from the date of the recordation of the notice of completion.”

1.22 “UNIT” means a housing unit in the Project.

1.23 “VERY LOW-INCOME HOUSEHOLD” means a household, as defined in 24 CFR 92.2, whose annual income does not exceed fifty percent (50%) of the Area Median Income, with adjustments for household size as defined by HUD at 24 CFR Part 92 as "Very-low income families."

2. TERM AND COMPLIANCE

2.1 COMPLIANCE WITH CITY HOME-ARP LOAN DOCUMENTS. The Owner’s actions with respect to the Property and the use of funds from the City HOME-ARP Loan shall at all times be in full conformity with all of the requirements of the City HOME-ARP Loan Documents, including but not limited to the insurance requirements contained therein.

2.2 TERM OF AGREEMENT. This Agreement shall commence upon the Effective Date and shall terminate upon the termination of the Term. The requirements of this Agreement shall apply throughout the Term without regard to the term of any loan or mortgage or any transfer of ownership of the Property.

2.3 COMPLIANCE WITH PROGRAM REQUIREMENTS. The Owner shall comply with all requirements imposed on projects assisted under the HOME-ARP program (the "HOME-ARP Program") in effect on the date the City HOME-ARP Loan is executed by all parties, and as may be amended from time to time.
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3. PROJECT OCCUPANCY AND RENTS

3.1 OCCUPANCY OF PROJECT. A total of five (five) Unit(s) in the Project shall be designated as HOME-ARP-Assisted. Each HOME-ARP-Assisted Unit must be occupied or reserved for occupancy by Qualifying Household(s).

3.2 HOME-ARP-ASSISTED UNITS. The Owner shall limit for the full Term of this Agreement the rental of five (5) HOME-ARP-Assisted Unit(s) to Qualifying Households at Qualifying Rents that do not exceed the maximum rental charges for each HOME-ARP-Assisted Unit as set forth in Section 1.18 and 3.4 herein. The HOME-ARP-Assisted Unit(s) shall be designated as “fixed” so the HOME-ARP-Assisted Unit(s) may change over time as long as the total number and type of HOME-ARP-Assisted Units in the Project remains constant at all times during the Term.

The HOME-ARP-Assisted Unit(s) shall meet the following standards:

A. Be similarly constructed and of comparable quality to all other Units in the Project and be dispersed throughout the Project; and
B. Provide Tenants of HOME-ARP-Assisted Units access and enjoyment of all common areas and facilities of the Project on the same basis as Tenants of other Units.

3.3 OTHER PROJECT UNITS. The Units other than HOME-ARP-Assisted Units, excluding any manager’s unit, shall comply with the rent and income restrictions pursuant to the program requirements regulating use of funding sources applicable to such units, including, but not limited to, the HOME-ARP Regulations applicable to such Units, if any. Non-compliance with the terms of this Agreement shall constitute an event of default under the City HOME-ARP Loan Agreement, subject to applicable cure periods, if any, and the City HOME-ARP Promissory Note.

The Owner shall ensure that the Project shall be maintained and operated to comply with all applicable federal, state, and local requirements for access for disabled persons, including but not limited to Section 504 of the Rehabilitation Act of 1973 (29 USC 794), as amended, and with implementing regulations at 24 CFR, Part 8, and the Fair Housing Act (42 USC 3601-3619), implemented at 24 CFR Part 100, Subpart D. Within thirty (30) days after Owner has completed the construction of the Project, Owner shall submit satisfactory documentation of compliance with these requirements, including, but not limited to, a certification from the Project architect documenting the unit numbers and type of accessibility features of no less than four (4) units accessible for mobility impairments and two (2) units accessible for either hearing or visual impairments.

3.4 MAXIMUM RENTAL CHARGES.

A. Maximum rental charges for the HOME-ARP-Assisted Units shall not exceed the Qualifying Rent as defined above in Section 1.187, this Section 3.4, and Section 3.6 of this Agreement.
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B. The Qualifying Rent for each HOME-ARP-Assisted Unit shall be set by the Lender at the time of initial occupancy of the Project. Annual increases in Qualifying Rents shall be calculated based on the rent amounts published annually by HUD. At least sixty (60) calendar days prior to increasing Qualifying Rents on any HOME-ARP-Assisted Unit on the Project, Owner shall submit to the Lender for review and approval a written request for such increase.

Tenants of HOME-ARP-Assisted Units shall be given at least thirty (30) days written notice prior to any increase in Qualifying Rents, consistent with state law. Lender shall approve such request if the increased Qualifying Rents will comply with all applicable HOME-ARP Program requirements.

C. Notwithstanding the foregoing, when a HOME-ARP Assisted Unit is receiving project-based rental assistance or a household is receiving tenant-based rental assistance, the household contribution is the contribution required by the applicable assistance program.

3.4.1 OCCUPANCY DEADLINES. Owner shall ensure that each HOME-ARPAssisted Unit is occupied by an eligible tenant in accordance with the deadlines for occupancy set forth at CPD 21-10 Section VI(B)(21). Eligible tenants shall occupy each HOME-ARPAssisted Unit within six (6) months from Project Completion, as defined in this Agreement. In the event that any HOME-ARP-Assisted Unit is not occupied by a Qualifying Populations as of the Occupancy Deadline (“HOME-ARP-Assisted Unit Vacancy”), Owner may cure such breach by (i) providing to Lender within five (5) days after the Occupancy Deadline written notice of each such HOME-ARP-Assisted Unit Vacancy, (ii) providing to Lender within ten (10) days after the Occupancy Deadline a detailed record of Owner’s marketing efforts with respect to the Project and the HOME-ARP-Assisted Units, and (iii) comply with all of Lender’s requests for additional information pertaining to such marketing efforts.

In the event that any Assisted Unit is not occupied by a Qualifying Population household, within eleven (11) months after the date of Project Completion, such occurrence shall constitute an Event of Default by Owner hereunder. On or before the date that is three (3) days after the last day of the eleventh (11th) month after the date of Project Completion, Owner shall provide to Lender written notice of each such HOME-ARP-Assisted Unit Vacancy. Within five (5) days of receipt of such notice of HOME-ARP-Assisted Unit Vacancy from Owner, Lender shall give written notice to Owner of such Event of Default in accordance with Section 6.2, below, and Owner shall have the opportunity to cure such Event of Default before the last day of the twelfth (12th) month after the date of Project Completion.

Notwithstanding any other provision of this Agreement, or of any provision of any other City HOME-ARP Loan Document or subordination agreement, to the contrary, Owner shall immediately repay to Lender, upon Lender’s request, all HOME-ARP Funds invested in Units that are not rented to eligible Qualifying Households within twelve (12) months of Project Completion.

3.5 INCOME CERTIFICATION.

The Annual Income levels and other qualifications of applicants for HOME-ARP-Assisted Units shall be certified by Owner no earlier than six (6) months prior to the Qualifying Household's 1035
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expected occupancy of a HOME-ARP-Assisted Unit and recertified annually thereafter by the Owner, in compliance with 24 CFR 92.203.

A. Initial Annual Income Verification. Before the Qualifying Household occupies a HOME-ARP-Assisted Unit, the Owner shall verify that the Annual Income calculated in an Annual Income certification is accurate by taking both of the following steps as a part of the verification process, and this initial Annual Income certification will serve as basis for determining the tenant rent portion for payment of monthly rent, not for determining such Qualifying Household’s income eligibility to reside in the HOME-ARP Assisted Unit:
(1) Third Party Verification: All third parties (e.g., employer, Social Security Administration, public assistance agency, etc.) are contacted in writing to obtain written verification of Annual Income; and
(2) Review of Documents: The Qualifying Household provides documents verifying their Annual Income (e.g., pay stubs, tax returns, etc.), which are to then be retained in the Project files.

B. Annual Income Recertification. At the time of lease renewal or pursuant to an annual schedule adopted by the Owner, and no later than the one-year anniversary of the initial Annual Income verification and annually thereafter, Owner shall recertify the Annual Income of each Tenant occupying a HOME-ARP-Assisted Unit using the method as described in Section

3.5.A, above.

3.6 INCREASES IN QUALIFYING HOUSEHOLD INCOMES. In the event, that recertification of a previously Qualifying Household's Annual Income indicates that the Annual Income is above 50% AMI and below 80% AMI, then the Owner may increase rents on such Unit only as permitted at 24 CFR 2.252(a), requiring the household to pay the Fair Market Rent for existing housing for comparable units in the area, as established by HUD, or High-HOME rent as published annually by HUD, whichever is less. If the previously Qualifying Household’s income exceeds eighty percent (80%) of AMI at the time of recertification, the Owner may increase rents on such Unit only as permitted by HUD in accordance with regulations regarding “over-income tenants” at 24 CFR 92.252(h)(2), requiring the household to pay the lesser of the Fair Market Rent for existing housing for comparable units in the area, as established by HUD, or a rent equal to 30 percent (30%) of the household’s adjusted income . 3.7 INCOME AND RENT RESTRICTIONS IN THE EVENT OF
FORECLOSURE. In the event of foreclosure, the occupancy and rent restrictions set forth in this Agreement may be altered, but only to the minimum extent required for the financial feasibility of the Project, as determined by the Lender in its reasonable discretion in accordance with substantially similar underwriting criteria used by the Lender to evaluate the Project’s financial feasibility prior to the Closing Date, provided that, in any event, one hundred percent (100%) of the Units formerly restricted under this Agreement, as applicable, must at all times be occupied by Tenants whose Annual Income does not exceed sixty percent (60%) of the Area Median Income and the monthly rent paid by the Tenants may not exceed (a) thirty percent (30%) of sixty percent (60%) of the Area Median Income, and provided, further, the Owner first 1036
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obtains and delivers to the fiscal agent and the Lender an opinion of tax counsel, acceptable to the Lender in its sole discretion, to the effect that such alteration would not adversely affect any exclusion of interest on any tax-exempt note applicable to the Project from gross income for federal tax purposes or the CDLAC Resolution No. [_____] adopted on [_____], as applicable.

To the extent financially feasible, as mutually determined by the parties, any such rent increase will be limited to (or will be first implemented with) any vacant units. In such event, the Lender shall use good faith efforts to meet with Owner, within fifteen (15) business days after Owner’s written request to meet, in order to determine the amount of any rent increase. The relief provided by this section shall not be construed as authorizing the Owner to exceed any income or rent restrictions imposed on the Project by California Debt Limitation Allocation Committee or California Tax Credit Allocation Committee, and the Owner represents and warrants that it shall have obtained any necessary approvals or relief from any other applicable income and rent limitations.

4. LEASING THE PROJECT

4.1 TENANT LEASES. The Owner shall execute a written lease with Tenants of HOME-ARP-Assisted Units for a term of at least one year, unless the Owner and the Tenant mutually agree to a shorter period. A lease may not be for a period less than thirty (30) days. The Tenant lease and any changes thereto must be approved by Lender.

A. The Owner shall include in leases for all HOME-ARP-Assisted Units provisions which provide that a Qualifying Household is subject to annual certification of Annual Income and that the tenancy of the Qualifying Household shall be terminated as soon as possible in accordance with state law should one or more of the Qualifying Household's members misrepresent any material fact regarding the Qualifying Household's qualification as a Low- or Very Low-Income Household, as the case may be. The Owner shall include in all leases for HOME-ARP-Assisted Units provisions which prohibit the Qualifying Household from subleasing the HOME-ARP-Assisted Unit.

B. In addition to executing a lease for a HOME-ARP-Assisted Unit, the Owner shall require that each Qualifying Household leasing a HOME-ARP-Assisted Unit execute a declaration of intent to occupy which shall require the Qualifying Household to occupy the HOME-ARP-Assisted Unit as the Qualifying Household's primary residence.

C. The lease for each HOME-ARP-Assisted Unit shall not contain any of the prohibited provisions identified at 24 CFR §92.253(b) including the following:

1. Agreement to be sued. Agreement by the Tenant to be sued, to admit guilt, or to a judgment in favor of the Owner in a lawsuit brought in connection with the lease;

2. Treatment of property. Agreement by the Tenant that the Owner may take, hold or sell personal property of Qualifying Household members without notice to the Tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the Tenant concerning 1037
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disposition of personal property remaining in the HOME-ARP-Assisted Unit after the Tenant has moved out of the HOME-ARP-Assisted Unit. The Owner may dispose of this personal property in accordance with State law;

3. Excusing Owner from responsibility. Agreement by the Tenant not to hold the Owner or the Owner’s agents legally responsible for any action or failure to act, whether intentional or negligent;

4. Waiver of notice. Agreement of the Tenant that the Owner may institute a lawsuit without notice to the Tenant;

5. Waiver of legal proceedings. Agreement by the Tenant that the Owner may evict the Tenant or Qualifying Household members without instituting a civil court proceeding in which the Tenant has the opportunity to present a defense, or before a court decision on the rights of the parties;

6. Waiver of a jury trial. Agreement by the Tenant to waive any right to a trial by jury;

7. Waiver of right to appeal court decision. Agreement by the Tenant to waive the Tenant’s right to appeal, or to otherwise challenge in court, a court decision in connection with the lease;

8. Tenant chargeable with cost of legal actions regardless of outcome.

Agreement by the Tenant to pay attorney’s fees or other legal costs even if the Tenant wins in a court proceeding by the Owner against the Tenant. The Tenant, however, may be obligated to pay costs if the Tenant loses; and

9. Mandatory support services. Agreement by the Tenant (other than a tenant in transitional housing) to accept supportive services that are offered.

D. Owner shall not terminate the tenancy or refuse to renew the lease of a Tenant of a HOME-ARP-Assisted Unit except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable Federal, State, or local law; or for other good cause. To terminate or refuse to renew the tenancy, the Owner shall serve written notice upon the Tenant specifying the grounds for the action at lease thirty (30) days prior to termination of tenancy.

E. Owner shall comply with all requirements of the Violence Against Women Act (VAWA) set forth in 24 CFR part 5, subpart L. Owner shall provide the notice and certification form described in 24 CFR 5.2005(a) to an applicant for a HOME-ARP-Assisted Unit at the time the applicant is admitted to a HOME-ARP-Assisted Unit or County-Assisted Unit, or denied admission to a HOME-ARP-Assisted Unit based on the Owner's tenant selection policies and criteria. Owner shall further provide the notice and certification form described in 24 CFR

5.2005 with any notification of eviction from a HOME-ARP-Assisted Unit. If a family living in a HOME-ARP-Assisted Unit separates under 24 CFR 5.2009(a), the remaining tenant(s) may 1038
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remain in the Unit. All leases for HOME-ARP-Assisted Units must include a VAWA lease term/addendum to incorporate all requirements that apply to the Owner or lease under 24 CFR part 5, subpart L, and 24 CFR 92.359, including the prohibited bases for eviction and restrictions on construing lease terms under 24 CFR 5.2005(b) and (c). The VAWA lease term/addendum must also provide that the tenant may terminate the lease without penalty if it is determined that the tenant has met the conditions for an emergency transfer under 24 CFR 5.2005(e). The lease term/addendum must require the Owner to notify the participating jurisdiction before the owner bifurcates the lease or provides notification of eviction to the tenant. Owner shall comply with all other VAWA requirements applicable to the HOME-ARP Program not specified herein.

F. Owner and Lender may work together to comply with the requirements of the Coordinated Entry System under the Continuum of Care (“CoC”) program, as set forth at 24 CFR Part 578, PIH Notice 2013-15, and other guidance from HUD on CoC and PHA collaboration. The Coordinated Entry System will refer Qualifying Households to the Owner for consideration of tenancy at the Project. However, the CoC will not be the exclusive referral partner, referrals may be accepted by the Borrower from other agencies that serve the qualifying populations as well as any individual wishing to apply for tenancy. All referrals received will be given priority based solely on the order of the date and time of their application submission. Borrower will create a waiting list. Applicants for occupancy in HOME-ARP units must submit a completed application that provides sufficient information to be placed on the waiting list. Placement on the waiting list does not indicate the applicant will be eligible for occupancy – a final determination must be made when the applicant is selected from the waiting list.

The CoC Coordinated Entry System, Pathways to Home, may act as the central referral source for this project. The Owner is required to enroll in the Homeless Management Information System (HMIS) for this Project and request referrals from Pathways to Home that match the eligibility criteria for vacant units. The provider will need to ensure a memorandum of understanding is executed with the Ventura County CoC. Pathways to Home will require the eligibility criteria for each unit and referrals will be made by the CoC, in accordance with the CES Prioritization Policy. More details on Pathways to Home policies and procedures are posted on the CoC website: https://coc.venturacounty.gov/pathways-to-home-documents/. In the event CoC is unable to provide qualified referrals, Owner shall use alternative referral sources as further described in the Owner’s tenant selection plan.

4.2 TENANT SELECTION. Before leasing the Project, the Owner must provide Lender for its review and approval the Owner’s written tenant selection plan. HOME-ARP-Assisted Unit Tenant selection may be coordinated and referred to Owner for Qualifying Populations under the CoC Coordinated Entry System, as described 4.1.F of this Agreement, and must, at a minimum, meet the requirements for tenant selection pursuant to Section IV(C)(2) of HUD’s September, 13, 2021 CPD Notice 21-10, Requirements for the Use of Funds in the HOME American Rescue Plan Act, and all modifications thereto.

4.3 SECTION 8 CERTIFICATE HOLDERS. The Owner will accept as Tenants, on the same basis as all other prospective Tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing housing program under Section 8 of the United States Housing Act, or its successor. The Owner shall not apply selection criteria to Section 8 certificate or voucher holders that are more burdensome than criteria applied to all other 1039
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prospective Tenants, nor shall the Owner apply or permit the application of management policies or lease provisions with respect to the Project which have the effect of precluding occupancy of Units by such prospective Tenants.

4.4 CONDOMINIUM CONVERSION. The Owner shall not convert Units to condominium or cooperative ownership or sell condominium or cooperative conversion rights in the Property during the Term of this Agreement.

4.5 NONDISCRIMINATION. The Owner shall not discriminate or segregate in the use, enjoyment, occupancy, conveyance, lease, sublease, or rental of Units on the basis of race, color, ancestry, national origin, religion, sex, gender, gender identity or expression, sexual preference, age, marital status, family status, source of income, military or veteran status, physical or mental disability, medical condition, genetic information, Acquired Immune Deficiency Syndrome (AIDS) or AIDS-related conditions (ARC), or any basis prohibited by law. The Owner shall include a statement in all advertisements, notices and signs for the availability of Units for rent to the effect that the Owner is an Equal Housing Opportunity Provider.

4.6 MARKETING PLAN. Pursuant to the September 13, 2021, HUD CPD Notice CPD21-10, Requirements for the Use of Funds in the HOME American Rescue Plan Act, Section 10(a)(ii)(1): “For HOME-ARP units for Qualifying Households, a market assessment is not required. Rather the Owner can demonstrate that there is an unmet need among Qualifying Populations for the type of housing proposed through their gap analysis, CoC, data, public housing and affordable housing waiting lists, point-in-time surveys, housing inventory count, or other relevant data on the need for permanent housing for the Qualifying Populations.” The Ventura County CoC Coordinated Entry system will provide Owner with referrals for Qualifying Populations and Households for consideration of tenancy.

5. PROPERTY MANAGEMENT

5.1 MANAGEMENT RESPONSIBILITIES. The Owner is responsible for all management functions with respect to the Project, including without limitation the selection of Tenants, certification and recertification of Qualifying Household size and Annual Income, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. The Lender shall have no responsibility over management of the Project. The Owner shall submit to the Lender for its approval its proposed Property manager. The Duncan Group, a California nonprofit public benefit corporation, is hereby approved as the initial property manager for the Project. The Owner may only remove and/or replace the Property manager with the prior written consent of the Lender which consent shall not be unreasonably withheld.

5.2 APPROVAL OF MANAGEMENT POLICIES. The Owner shall submit its written management policies with respect to the Project to the Lender for its review, and shall amend such policies in any way necessary to ensure that such policies comply with the provisions of this Agreement, the requirements of the existing HOME-ARP Program, as may be amended from time to time, and the requirements of all lenders providing financing for the Project. 1040
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5.3 INSPECTION AND RECORDS. The Owner shall maintain records which clearly document the Owner’s performance of its obligations to operate the Property under the terms of this Agreement. The Owner shall submit all requested records to the Lender within ten (10) business days of the Lender’s request. The Owner shall permit the Lender to enter and inspect the Property, subject to the rights of tenants, for compliance with Owner’s obligations under this Agreement at all reasonable times upon twenty-four (24) hours advance notice of such visit by the Lender to the Owner or the Owner’s Property manager and to Tenants of any Units. Owner must include provisions in tenant leases that allow for Lender inspections of the units.

5.4 COMPLIANCE MONITORING. The Owner shall, at all times during the Term, operate the Property and the Project in full compliance with this Agreement and the HOME-ARP Program regulations set forth in 24 CFR Part 92, including, but not limited to, the property condition standards set forth in 24 CFR 92.251(f), and the Requirements of the Use of HOME Funds in HOME American Rescue Plan Program cited in HUD CDP Notice: CDP 21-10, September 13, 2021, Requirements for the Use of Funds in the HOME American Rescue Plan Act, in effect as of the Effective Date, and as may be amended from time to time (the foregoing, collectively, the “HOME-ARP Requirements”). The Owner shall permit the Lender to conduct compliance monitoring, including performing on-site records review and inspections of the Property, as required by the HOME-ARP Requirements and as reasonably requested by Lender.

5.5 ANNUAL REPORT. On or before July 31st of each year during the Term following recordation of a certificate of occupancy issued for the Project, the Owner shall submit to the Lender a report in a form approved by Lender for the preceding calendar year, containing all information requested by Lender so as to allow the Lender to determine the Owner's compliance with this Agreement (“Annual Report”). The Annual Report shall include, at a minimum: (i) an Annual Financial Statement, as defined in Section 1.2 of the City HOME-ARP Loan Agreement, (ii) a report on the occupancy of the Project, (iii) a report on the physical condition of the , (iv) a report on the general management of the Project, (v) for each HOME-ARP-Assisted Unit, the rent, Annual Income, and household size of the Tenant household in occupancy of such Unit, as well as the date such tenancy commenced, and (vi) all other information requested by Lender.

Within thirty (30) days after receipt of a written request, Owner shall submit any other information or completed forms requested by the Lender in order to comply with reporting requirements of the HUD, or the State of California, or the Lender. The Lender shall have the right to examine and make copies of all books, records or other documents of Owner which pertain to the Project or any Unit to determine compliance with this Agreement.

5.6 FEES, TAXES, AND OTHER LEVIES. The Owner 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 and shall pay such charges prior to delinquency.

5.7 PROPERTY TAX EXEMPTION. The Owner shall not apply for a property tax exemption for the Property under any provision of law other than California Revenue and Taxation Code Section 214(g) without the Lender’s prior written consent. Lender acknowledges Owner will be applying for a property tax exemption for the Property under California Revenue and Taxation Code Section 214(g) and hereby provides its consent. 1041
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5.8 MAINTENANCE OF EXISTING STRUCTURES. Owner shall maintain all buildings on the Property in good condition, in good repair, ordinary wear and tear excepted, and in a decent, safe, sanitary, habitable and tenantable condition. All Units in the Project must meet the standards set out in 24 CFR 92.251(f)(2) throughout the Term of this Agreement. In the event that Lender establishes property standards in accordance with 24 CFR 92.251(f)(1) and determines in its sole discretion that these standards are applicable to the Project, Lender shall send written notice of this determination to Owner. Upon Owner’s receipt of such written notice, the property standards established by Lender pursuant to 24 CFR 92.251(f)(1) shall apply to all Units in the Project throughout the Term of this Agreement. Owner shall not cause or permit any violations of any laws, ordinances, regulations, covenants, conditions, restrictions, or equitable servitudes as they pertain to improvements, alterations, maintenance or demolition on the Property. Lender shall have no responsibility over maintenance of the Property.

6. GENERAL PROVISIONS

6.1 SUBORDINATION. This Agreement shall not be subordinate to any Senior Lien.

A. Bring an action in equitable relief seeking the specific performance by the Owner of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of said terms and conditions, and/or seeking declaratory relief; B. Enter upon, take possession of, and manage the Property and the Project, either in person, by agent, or by a receiver appointed by a court, and collect any rents, income, deposits, or reserves and apply them to operate the Property; C. After notice provided for herein, make such repairs or replacements to the Property and Project as are necessary and provide for payment thereof; or D. Pursue any other remedy provided under the City HOME-ARP Loan Documents or allowed at law or in equity.

6.3 EVENT OF DEFAULT. In the event that the Project fails to meet any of the HOME-ARP affordability requirements included in this Agreement at any time during the Affordability Period, subject to applicable notice and cure periods contained herein, such failure shall constitute an Event of Default hereunder and under Sections 8 of the City HOME-ARP Loan Agreement. In the event that the Project fails to comply with any of the terms of the 1042
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HOME-ARP Regulatory Agreement, such failure shall constitute an Event of Default hereunder and under Sections 8 of the City HOME-ARP Loan Agreement.

6.4 NON-LIABILITY OF OFFICIALS, EMPLOYEES AND AGENTS. No official elected or appointed, officer, director, employee or agent of the Lender shall be personally liable to the Owner for any obligation created under the terms of this Agreement.

6.5 HOLD HARMLESS AND INDEMNITY. Owner shall at all times defend, indemnify and save City and its city council, departments, officers, employees, agents and volunteers, harmless against any and all claims, lawsuits, judgment, demands and liability against City, its city council, 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. Owner is not obligated to indemnify City or others for claims based upon their use of information provided by Owner, provided the information itself is accurate. Owner 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 Owner enters into relating to implementation of the Project.

Owner’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 Owner is obligated to indemnify and hold harmless.

6.6 GOVERNING LAW. This Agreement shall be interpreted under and be 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.

6.7 AGREEMENT CONTROLS. In the event that any provision of this Agreement and that contained in any other City HOME-ARP Loan Document conflict, the terms of this Agreement shall control.

6.8 TIME. Time is of the essence in this Agreement.

6.9 CONSENTS AND APPROVALS. Any consent or approval of the Lender required under this Agreement shall not be unreasonably withheld. Any approval must be in writing and executed by an authorized representative of the Lender.

6.10 NOTICES, DEMANDS AND COMMUNICATIONS. Formal notices, demands and communications between the Owner and the 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 the Owner and the Lender as follows:
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Lender: City of Oxnard
Housing Department
435 South D Street
Oxnard, CA 93030
Attn: Housing Director

With copy to: City of Oxnard
Office of the City Attorney
305 West Third Street
Oxnard, CA 93030
Attn: City Attorney
Owner: Cypress Place at Garden City II, LP
c/o People’s Self-Help Housing Corporation
1060 Kendall Road
San Luis Obispo, CA 93401
Attn: CEO and President
With copy to: Goldfarb & Lipman LLP
1300 Clay Street
Eleventh Floor
Oakland, CA 94612
Attn: Lynn Hutchins
Limited Partner: Bank of America, N.A.
100 Federal Street, 4th Floor
MA5-100-04-11
Boston, MA 02110
Attention: Asset Management
Facsimile: 617-346-2257
And:

Banc of America CDC Special Holding Company, Inc.
100 Federal Street, 4th Floor
MA5-100-04-11
Boston, MA 02110
Attention: Asset Management
Facsimile: 617-346-2257
And:
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Buchalter LLP
1000 Wilshire Boulevard, Suite 1500
Los Angeles, CA 90017
Attn: Michael A. Williamson, Esq.

Facsimile: (213) 630-5799
Matter No: B0965-0906

6.11 BINDING UPON SUCCESSORS. This Agreement shall be recorded and all provisions of this Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors-in-interest, transferees, and assigns of the Owner, and the Lender, and shall run with the land for the full Term of this Agreement, regardless of any assignment, payment, prepayment, expiration, extinguishment of the City HOME-ARP Loan or City HOME-ARP Loan Note, any reconveyance of the City HOME-ARP Loan Deed of Trust, or any conveyance or transfer of the Property or portion thereof.

6.12 RELATIONSHIP OF PARTIES. The relationship of the Owner and the Lender during the term of this Agreement is solely that of lender and Owner and shall not be construed as a joint venture, equity venture, or partnership.

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

6.14 AMENDMENTS AND MODIFICATIONS. Any amendment to or modification of this Agreement must be in writing, and shall be made only if executed by both the Owner and the Lender.

Signatures appear on following page. No further text appears here. 1045
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Agreement # 32600399
IN WITNESS WHEREOF, Lender and Owner have caused this Agreement to be executed by their respective duly authorized officers.

LENDER:

THE CITY OF OXNARD
_____________________________
Brenda Lopez Date
Housing Director
APPROVED AS TO FORM:
_____________________________
Stephen M. Fischer Date
City Attorney
OWNER:

Cypress Place at Garden City II, L.P.,
a California limited partnership
By: Cypress Place at Garden City II LLC,
a California limited company
Its: general partner
By: People's Self-Help Housing Corporation,
a California nonprofit public benefit
corporation,
Its: sole member/manager
________________________________________
By: Kenneth Trigueiro Date
Its: Chief Executive Officer and President
1046
1782\08\4198850.3 S-1A
Agreement # 32600399
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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1782\08\4198850.3 S-1B
Agreement # 32600399
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.

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
1048
1782\08\4198850.3
Agreement # 32600399 EXHIBIT A

EXHIBIT A

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

PARCEL A:

THE COUNTY OF VENTURA, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID VENTURA COUNTY IN BOOK 11, PAGES 104 AND 105 OF MISCELLANEOUS RECORDS (MAPS), DESCRIBED AS FOLLOWS:

THOSE PORTIONS OF PARCEL A AND PARCEL B AS DESCRIBED IN THE GRANT DEED RECORDED OCTOBER 15, 2020 AS INSTRUMENT NO. 20201015-00170280-0, OF

OFFICIAL RECORDS OF SAID COUNTY, LYING NORTHERLY AND WESTERLY OF THE FOLLOWING DESCRIBED LINE:

SAID LAND IS SHOWN AS LOT 2 OF LOT LINE ADJUSTMENT NO. OXLLA-20-310-09, RECORDED MARCH 13, 2023 AS INSTRUMENT NO. 2023000018527 OF OFFICIAL RECORDS OF SAID COUNTY.

PARCEL B:

A NONEXCLUSIVE EASEMENT, FOR INGRESS AND EGRESS AND PUBLIC UTILITY PURPOSES, OVER THE WEST 300 FEET OF THE SOUTH 16 FEET OF THE NORTH 266.95 FEET OF LOT 13, GARDEN CITY ACRES, IN THE COUNTY OF VENTURA, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED IN BOOK 11, PAGES 104 AND 105 OF MISCELLAENOUS MAPS, IN THE OFFICE OF THE COUNTY 1049
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Agreement # 32600399 EXHIBIT A
RECORDER OF SAID COUNTY. EXCEPT THE EAST 170 FEET OF THE SOUTH 8 FEET THEREOF.

PARCEL C:

NON-EXCLUSIVE EASEMENTS FOR THE USE OF THE DRIVEWAY AND PARKING

FACILITIES FOR VEHICULAR AND PEDESTRIAN ACCESS, PEDESTRIAN INGRESS

AND EGRESS OVER THE PAVED WALKWAYS, SEWER, STORM DRAIN, AND

AND CONDITIONS SHOWN THEREIN,
APN 223-0-041-050, APN 223-0-041-075
1050
1782\08\4198850.3
Agreement # 32600399 EXHIBIT B
(ii) Have not had a lease, ownership interest, or occupancy agreement in permanent housing at any time during the 60 days immediately preceding the date of application for homeless assistance;
(iii) Have experienced persistent instability as measured by two moves or more during the 60- day period immediately preceding the date of applying for homeless assistance; and (iv) Can be expected to continue in such status for an extended period of time because of chronic disabilities, chronic physical health or mental health conditions, substance addiction, histories of domestic violence or childhood abuse (including neglect), the presence of a child or youth with a disability, or two or more barriers to employment, which include the lack of a high school degree or General Education Development (GED), illiteracy, low English proficiency, a history of incarceration or detention for criminal activity, and a history of unstable employment;

2. At risk of Homelessness, as defined in 24 CFR 91.5 At risk of homelessness:
(1) An individual or family who:
(i) Has an annual income below 30 percent of median family income for the area, as determined by HUD;
(ii) Does not have sufficient resources or support networks, e.g., family, friends, faith-based or other social networks, immediately available to prevent them from moving to an emergency shelter or another place described in paragraph (1) of the “Homeless” definition in this section; and
(iii) Meets one of the following conditions:
(A) Has moved because of economic reasons two or more times during the 60 days immediately preceding the application for homelessness prevention assistance; (B) Is living in the home of another because of economic hardship; (C) Has been notified in writing that their right to occupy their current housing or living situation will be terminated within 21 days after the date of application for assistance; (D) Lives in a hotel or motel and the cost of the hotel or motel stay is not paid by charitable organizations or by federal, State, or local government programs for low-income individuals; (E) Lives in a single-room occupancy or efficiency apartment unit in which there reside more than two persons or lives in a larger housing unit in which there reside more than 1.5 people per room, as defined by the U.S. Census Bureau;
(F) Is exiting a publicly funded institution, or system of care (such as a health-care facility, a mental health facility, foster care or other youth facility, or correction program or institution); or (G) Otherwise lives in housing that has characteristics associated with instability and an increased risk of homelessness, as identified in the recipient's approved consolidated plan; (2) A child or youth who does not qualify as “homeless” under this section, but qualifies as “homeless” under section 387(3) of the Runaway and Homeless Youth Act (42 U.S.C. 5732a(3)), section 637(11) of the Head Start Act (42 U.S.C. 9832(11)), section 41403(6) of the Violence Against Women Act of 1994 (42 U.S.C. 14043e-2(6)), section 330(h)(5)(A) of the Public Health Service Act (42 U.S.C. 254b(h)(5)(A)), section 3(l) of the Food and Nutrition Act of 2008 (7 U.S.C. 2012(l)), or section 17(b)(15) of the Child Nutrition Act of 1966 (42 U.S.C. 1786(b)(15)); or
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Agreement # 32600399 EXHIBIT B
(3) A child or youth who does not qualify as “homeless” under this section but qualifies as “homeless” under section 725(2) of the McKinney-Vento Homeless Assistance Act (42) U.S.C. 11434a(2)), and the parent(s) or guardian(s) of that child or youth if living with her or him.

3. Fleeing, or Attempting to Flee, Domestic Violence, Dating Violence, Sexual Assault, Stalking, or Human Trafficking, as defined by HUD.

For HOME-ARP, this population includes any individual or family who is fleeing, or is attempting to flee, domestic violence, dating violence, sexual assault, stalking, or human trafficking. This population includes cases where an individual or family reasonably believes that there is a threat of imminent harm from further violence due to dangerous or life-threatening conditions that relate to violence against the individual or a family member, including a child, that has either taken place within the individual’s or family’s primary nighttime residence or has made the individual or family afraid to return or remain within the same dwelling unit. In the case of sexual assault, this also includes cases where an individual reasonably believes there is a threat of imminent harm from further violence if the individual remains within the same dwelling unit that the individual is currently occupying, or the sexual assault occurred on the premises during the 90-day period preceding the date of the request for transfer.

Domestic violence, which is defined in 24 CFR 5.2003 includes felony or misdemeanor crimes of violence committed by:
1) A current or former spouse or intimate partner of the victim (the term “spouse or intimate partner of the victim” includes a person who is or has been in a social relationship of a romantic or intimate nature with the victim, as determined by the length of the relationship, the type of the relationship, and the frequency of interaction between the persons involved in the relationship); 2) A person with whom the victim shares a child in common; 3) A person who is cohabitating with or has cohabitated with the victim as a spouse or intimate partner;
4) A person similarly situated to a spouse of the victim under the domestic or family violence laws of the jurisdiction receiving HOME-ARP funds; or
5) Any other person against an adult or youth victim who is protected from that person's acts under the domestic or family violence laws of the jurisdiction.

Dating violence which is defined in 24 CFR 5.2003 means violence committed by a person:
1) Who is or has been in a social relationship of a romantic or intimate nature with the victim; and
2) Where the existence of such a relationship shall be determined based on a consideration of the following factors:
a. The length of the relationship;
b. The type of relationship; and
c. The frequency of interaction between the persons involved in the relationship.

Sexual assault which is defined in 24 CFR 5.2003 means any nonconsensual sexual act proscribed by Federal, Tribal, or State law, including when the victim lacks capacity to consent. 1052
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Agreement # 32600399 EXHIBIT B
Stalking which is defined in 24 CFR 5.2003 means engaging in a course of conduct directed at a specific person that would cause a reasonable person to:
1) Fear for the person’s individual safety or the safety of others; or 2) Suffer substantial emotional distress.

4. Other Populations where providing supportive services or assistance under section 212(a) of NAHA (42 U.S.C. 12742(a)) would prevent the family’s homelessness or would serve those with the greatest risk of housing instability. HUD defines these populations as individuals and households who do not qualify under any of the populations above but meet one of the following criteria:
(1) Other Families Requiring Services or Housing Assistance to Prevent Homelessness is defined as households (i.e., individuals and families) who have previously been qualified as “homeless” as defined in 24 CFR 91.5, are currently housed due to temporary or emergency assistance, including financial assistance, services, temporary rental assistance or some type of other assistance to allow the household to be housed, and who need additional housing assistance or supportive services to avoid a return to homelessness.
(2) At Greatest Risk of Housing Instability is defined as household who meets either paragraph (i) or (ii) below:
(i) has annual income that is less than or equal to 30% of the area median income, as determined by HUD and is experiencing severe cost burden (i.e., is paying more than 50% of monthly household income toward housing costs)
(ii) has annual income that is less than or equal to 50% of the area median income, as determined by HUD, AND meets one of the following conditions from paragraph (iii) of the “At risk of homelessness” definition established at 24 CFR 91.5:
(A)Has moved because of economic reasons two or more times during the 60 days immediately preceding the application for homelessness prevention assistance; (B) Is living in the home of another because of economic hardship; (C)Has been notified in writing that their right to occupy their current housing or living situation will be terminated within 21 days after the date of application for assistance; (D) Lives in a hotel or motel and the cost of the hotel or motel stay is not paid by charitable organizations or by Federal, State, or local government programs for low-income individuals; 1053
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Agreement # 32600399 EXHIBIT B
(E) Lives in a single-room occupancy or efficiency apartment unit in which there reside more than two persons or lives in a larger housing unit in which there reside more than 1.5 persons reside per room, as defined by the U.S. Census Bureau;
(F) Is exiting a publicly funded institution, or system of care (such as a health-care facility, a mental health facility, foster care or other youth facility, or correction program or institution); or (G)Otherwise lives in housing that has characteristics associated with instability and an increased risk of homelessness, as identified in the recipient's approved consolidated plan.

CITY HOME-ARP LOAN

DEED OF TRUST WITH ASSIGNMENTS OF RENTS
1055
Agreement # 32600399 1

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
APNs: 223-0-041-050; 223-0-041-075 SPACE ABOVE THIS LINE FOR RECORDER’S USE

DEED OF TRUST WITH ASSIGNMENT OF RENTS
(This Deed of Trust contains an acceleration clause)
(Secures City HOME-ARP Promissory Note, City HOME-ARP Loan Agreement, and City HOME-ARP Loan Regulatory Agreement)
This DEED OF TRUST WITH ASSIGNMENT OF RENTS (the “Deed of Trust”) is made ____________, 2026, between Cypress Place at Garden City II, L.P., a California limited partnership, herein called TRUSTOR, whose address is 1060 Kendall Road San Luis Obispo, CA 93401, to Commonwealth Land Title Company, 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 5482 Cypress 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 City HOME-ARP Loan Agreement dated ____________________, 2026 (the “Loan Agreement”), , that certain City HOME-ARP Loan Regulatory Agreement dated ___________________, 2026, and City HOME-ARP Promissory Note dated __________________, 2026, in the face amount of $1,200,000 made by Trustor (together with this Deed of Trust (the “City ARP-HOME Loan Documents”). 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 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:
1056
Agreement # 32600399 2

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 or as set forth in the Loan Agreement, 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 him as his address hereinbefore set forth.

The Borrower's Tax Credit Investor (as defined in the Loan Agreement) shall have the rights provided to it in the other City HOME-ARP Loan Documents.

As of the date hereof, Internal Revenue Code (IRC) Section 42(h)(6)(E)(ii) does not permit the eviction or termination of tenancy (other than for good cause) of an existing tenant of any low-income unit or any increase in the gross rent with respect to such unit not otherwise permitted under IRC Section 42 for a period of three (3) years after the date the building is acquired by foreclosure or instrument in lieu of foreclosure. In the event that the regulatory agreement required by the California Tax Credit Allocation Committee is recorded against the Property, the Beneficiary agrees to comply with the provisions set forth in IRC Section 42(h)(6)(E)(ii).

Exhibit B is attached hereto and incorporated herein.
(Signatures appear on following page)
1057
Agreement # 32600399 S-1

SIGNATURE OF TRUSTOR

BORROWER:

Cypress Place at Garden City II, L.P.,
a California limited partnership
By: Cypress Place at Garden City II LLC,
a California limited liability company
its general partner
By: People's Self-Help Housing Corporation,
a California nonprofit public benefit corporation,
its sole member/manager
By:_______________________________ _________________
Kenneth Trigueiro Date
Chief Executive Officer and President
1058
Agreement # 32600399 S-1A
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.

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)
1059
1782\08\4198979.3 EXHIBIT A
Agreement # 32600399

EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF OXNARD, COUNTY OFVENTURA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

PARCEL A:

THE COUNTY OF VENTURA, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID VENTURA COUNTY IN BOOK 11, PAGES 104 AND 105 OF MISCELLANEOUS RECORDS (MAPS), DESCRIBED AS FOLLOWS:

THOSE PORTIONS OF PARCEL A AND PARCEL B AS DESCRIBED IN THE GRANT DEED RECORDED OCTOBER 15, 2020 AS INSTRUMENT NO. 20201015-00170280-0, OF

OFFICIAL RECORDS OF SAID COUNTY, LYING NORTHERLY AND WESTERLY OF THE FOLLOWING DESCRIBED LINE:

SAID LAND IS SHOWN AS LOT 2 OF LOT LINE ADJUSTMENT NO. OXLLA-20-310-09, RECORDED MARCH 13, 2023 AS INSTRUMENT NO. 2023000018527 OF OFFICIAL RECORDS OF SAID COUNTY.

PARCEL B:

A NONEXCLUSIVE EASEMENT, FOR INGRESS AND EGRESS AND PUBLIC UTILITY PURPOSES, OVER THE WEST 300 FEET OF THE SOUTH 16 FEET OF THE NORTH 266.95 FEET OF LOT 13, GARDEN CITY ACRES, IN THE COUNTY OF VENTURA, STATE OF CALIFORNIA, ACCORDING TO THE MAP RECORDED IN BOOK 11, PAGES 104 AND 105 OF MISCELLAENOUS MAPS, IN THE OFFICE OF THE COUNTY 1060
1782\08\4198979.3 EXHIBIT A
Agreement # 32600399
RECORDER OF SAID COUNTY. EXCEPT THE EAST 170 FEET OF THE SOUTH 8 FEET THEREOF.

PARCEL C:

NON-EXCLUSIVE EASEMENTS FOR THE USE OF THE DRIVEWAY AND PARKING

FACILITIES FOR VEHICULAR AND PEDESTRIAN ACCESS, PEDESTRIAN INGRESS

AND EGRESS OVER THE PAVED WALKWAYS, SEWER, STORM DRAIN, AND

AND CONDITIONS SHOWN THEREIN,
APN 223-0-041-050, APN 223-0-041-075
1061

HOME-ARP LOAN AGREEMENT FOR

THE CYPRESS PLACE AT GARDEN

CITY PHASE II APARTMENTS
Brenda Lopez, Director
Housing Department
City Council
May 5, 2026
1062
Background

1. On February 3, 2020 and February 18, 2020 the Community Development Director and the Planning Commission, respectively, approved a two phase project consisting of 150 units.

2. Phase I includes an 89 affordable unit and 1 manager’s unit rental housing project located at 5536 and 5462 Cypress Rd, known as Cypress Place at Garden City Phase I (Cypress I).

3. On February 23, 2026, the project received a temporary certificate of occupancy for Phase I and is expected to be completed by July, 2026.

4. Phase II, consists of 59 affordable units and 1 manager’s unit rental housing construction project located at 5482 Cypress Road (“Cypress II”).

5. Phase II will provide affordable housing for households with incomes up to 60% of Area Median Income (AMI), except for the five units subject to the City’s loan agreement which will be additionally restricted to Qualifying Populations.
2 1063
Background

6. The project sponsor, Peoples’ Self-Help Housing (”PSHH”) is a non-profit housing organization that provides affordable rental and for-sale housing to low-income households.

7. For the past 52 years PSHH has been one of the leading non-profit housing developers in San Luis Obispo, Santa Barbara, Monterey, and Ventura counties.
3 Cypress II
Cypress I
1064
Discussion 4

1. The U.S. Department of Housing and Urban Development (HUD) awarded the City of Oxnard $2,776,187 in HOME American Rescue Plan (HOMEARP) to address homelessness and affordable housing needs.

2. From December 2022 through February 2023 substantial community outreach was conducted to receive input on how to prioritize use of HOMEARP funding. Overwhelmingly, feedback received was to prioritize the creation of new permanent supportive housing (no specific projects included).

3. On March 21, 2023, the City Council approved an amendment to incorporate HOME-ARP funding awarded from HUD into the FY 2023-2024 Annual Action Plan (AAP). During that meeting staff committed to selecting affordable rental projects to receive HOME-ARP funding and returning to the City Council for final funding approval.
1065
Discussion 5

4. On December 13, 2023, a commitment letter was issued to PSHH for $1,200,000 HOME-ARP Funding for the development of Cypress II.

5. The total development cost for Cypress II is estimated to be $43,510,037.

While PSHH has secured a majority of the funding commitments necessary for development, a financial gap exists.

6. To address the gap, the Housing Department requests awarding a loan of $1,200,000 in HOME-ARP to support the project.

7. The loan agreement provides the following terms:
● HOME-ARP Loan amount of $1,200,000;
● 3% simple interest; Regulatory agreement term of 55 years; and ● Repayment of the City Loan will be on a residual receipt’s basis.

8. If PSSH is able to secure all of the funding, the project is estimated to begin construction in the summer of 2026 and complete construction in 2028. 1066
Recommendation
That the City Council adopt a resolution approving and authorizing the City Manager to execute a$1,200,000 HOME-ARP loan agreement, and any and all related documents thereto, with Cypress Place at Garden City II, LP for the development of a fifty-nine (59) affordable unit and one (1) manager’s unit rental housing project located at 5482 Cypress Road, and known as the Cypress Place at Garden City II Apartments.
6 1067
End of Presentation
1068

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. N.4
DATE: May 5, 2026
TO: City Council
FROM: Brenda Lopez, Housing Director, (805) 385-8092, [email protected] SUBJECT: Loan Agreements for Aspire Apartments, an 87-Unit Affordable Rental Project and Pocket Park located at 536-538 Meta Street.

RECOMMENDATION
That the City Council:

1. Adopt a resolution approving and authorizing the City Manager to execute a $1,200,000 HOME-ARP loan agreement, a $1,000,000 HOME loan agreement, and a $689,659 CDBG loan agreement, and any and all related documents thereto, with Aspire Apartments, LP for the development of an eighty-seven (87) unit affordable and one (1) manager’s unit rental housing project and pocket park located at 536-538 Meta Street and known as the Aspire Apartments; and

2. Authorize the Mayor to execute a First Amendment to Agreement No. 32600278 with MNS Engineers Inc. to increase the not to exceed amount on the contract from $220,000 to $291,000 for labor compliance monitoring services.
(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/CPokibWpuPE

BACKGROUND
On June 27, 2022, the Community Development Director approved the Aspire Apartments, a new eight-seven (87) affordable unit and one (1) manager’s unit rental housing construction project and pocket park (“Aspire”) located at 536- 538 Meta Street. The unit mix will consist of fifty-six (56) one-bedroom units, thirty-one (31) two-bedroom units, and one (1) unrestricted two-bedroom manager unit. The project will provide affordable housing for households with incomes up to 60% of Area Median Income (AMI), except for five units which will also be additionally restricted to Qualifying Populations. Qualifying Populations as defined by HUD for the HOME-ARP program, include persons experiencing homeless or at risk of homelessness; fleeing or attempting to flee, domestic violence, dating violence, sexual assault, stalking, or human trafficking; and Other Populations as defined by HUD, where providing supportive services or assistance would prevent the family’s homelessness or would serve those with the greatest risk of housing instability.

Another ten (10) of the one-bedroom units have received conditional approval from the Oxnard Housing Authority for Veterans Affairs Supportive Housing (VASH) project-based vouchers, and will be reserved for eligible veteran households.

Aspire Apartments LP is an affiliate of Many Mansions. The project sponsor, Many Mansions, is a non-profit housing organization with forty years of experience providing affordable housing to households with lower incomes. Since incorporation, Many Mansions has constructed and acquired over 600 units of affordable housing at 20 properties throughout Ventura County, and provides adult, child, and family supportive services. 1069
In addition to the new affordable units, Aspire will include a pocket park on the southern part of the property adjacent to the Central Terrace Apartments. The narrow, 0.12 acre (5,227 square foot) linear piece of land located at 538 Meta Street was acquired by Many Mansions in September 2022 from the Oxnard Community Development Commission Successor Agency. With the sale, a deed restriction was recorded requiring the development and maintenance of a park for 55 years.

Many Mansions will have full responsibility for maintenance and monitoring.

HOME ARP Program Funding
On September 20, 2021, the U.S. Department of Housing and Urban Development (HUD) awarded the City of Oxnard $2,772,021, followed by an additional $4,166 for a total of $2,776,187, in HOME American Rescue Plan (HOME-ARP) to address homelessness and affordable housing needs. The deadline to fully expend the funds is September 30, 2030.

From December 2022 through February 2023, substantial community outreach was conducted to receive input on how to prioritize use of HOME-ARP funding. Overwhelmingly, feedback received was to prioritize the creation of new permanent supportive (no specific projects included). A total of $2,400,000 is currently allocated towards Affordable Rental Housing Development and $376,187 for program administration.

On March 21, 2023, the City Council approved an amendment to incorporate HOME-ARP funding awarded from HUD into the FY 2023-2024 Annual Action Plan (AAP). During the outreach process, numerous affordable housing developers expressed interest in utilizing HOME ARP funding to construct affordable housing. During that meeting, staff committed to selecting affordable rental projects to receive HOME-ARP funding and returning to the City Council for final funding approval.

On March 4, 2024, the City Council approved a Preliminary/Conditional $1,200,000 HOME-ARP Funding Award Letter, along with an implementation agreement with Many Mansions. This action was necessary for Many Mansions to receive pass-through grant funding tied to the Affordable Housing and Sustainable Communities Program application for the development of Aspire.

HOME Program Funding
The City of Oxnard receives approximately $600,000 in HOME funds annually from HUD that it uses to fund affordable housing development and other activities supporting lower-income households.

On January 21, 2025, as part of the Second Substantial Amendment to the FY 2023-24 AAP, the City Council conditionally approved an additional allocation in the amount of $1,000,000 HOME funds for Aspire Apartments to offset an increase in rising costs which created a new financial gap for the project.

CDBG Program Funding
The City of Oxnard receives approximately $2.1 Million in CDBG funds annually from HUD that it uses to fund affordable housing development and other activities supporting lower-income households.

On May 16, 2023, the City Council conditionally approved $489,660 in CDBG funding as part of the FY 2023-2024 AAP to construct the pocket park. Due to projected increased construction costs, Many Mansions requested an additional $199,999 in funding for construction of the pocket park. In accordance with the City’s Citizen Participation Plan and 24 CFR Part 91, a minor amendment does not require public notice or public hearing prior to approval. Therefore, on June 23, 2025, Aspire’s request for additional funding was approved through an administrative amendment to the FY 2024-25 AAP. An additional $199,999 was awarded, for a total award of $689,659.

DISCUSSION
Development Costs, Timing, Funding Sources, and Loan Terms The total development cost for Aspire is estimated to be $63,100,858. Many Mansions is in the process of securing all funding commitments necessary for development, which are summarized below. The project has received environmental clearance. The Housing Department requests approval to formally approve the funds conditionally committed to the 1070
project, $1,200,000 in HOME-ARP, $1,000,000 in HOME, and $689,659 in CDBG funding to Many Mansions to support the project.

Permanent Sources of Funds Amount Status
Tax-Exempt Loan $3,500,000 Pending
AHSC AHD Loan $25,000,000 Committed
Many Mansions Sponsor Loan - AHSC TRA $500,000 Committed Deferred Developer Fee $4,912,674 Committed
Limited Partners $26,298,525 Committed
City HOME-ARP Loan $1,200,000 Current Request
City HOME Loan $1,000,000 Current Request
City CDBG Loan $689,659 Current Request
Total $63,100,858
If Many Mansions is able to secure all of the funding, the project is estimated to begin construction in the summer of 2026 and complete construction in 2028. The loan agreements provide the following terms:

1. HOME- ARP Loan amount of $1,200,000; HOME Loan amount of $1,000,000; and CDBG Loan amount of $689,659;

2. 3% simple interest;

3. HOME-ARP/HOME Regulatory agreement term of fifty-five (55) years; CDBG Affordability Covenant of five (5) years; and

4. Repayment of the City Loans will be on a residual receipt basis.

The documents as to form for the HOME-ARP and HOME loan and regulatory agreements, and CDBG loan and covenants, along with deeds of trusts, and promissory notes are attached to this report (Attachments 2 through 4).

Labor Compliance Services
To ensure construction of the project complies with all labor compliance requirements, a First Amendment to Agreement No. 32600278 with MNS Engineers Inc. is necessary to increase the contract budget from $220,000 to $291,000 and to incorporate the scope of work into the contract. Also included in the amendment is the labor compliance scope of work for the Cypress II Apartments and the scope of work for the environmental review for the Riverpark Specific Plan Amendment; however, neither scope of work requires a budget increase. The budget increase is only for Aspire. The agreement with MNS Engineers Inc. was executed on January 1, 2026, to provide on-call labor and environmental compliance services, with an end date of December 31, 2028. MNS Engineers Inc. was selected by the City to provide the services through a competitive procurement process that included the City’s issuance of Request for Proposals No. 26- 24 on September 18, 2025, for On-Call Contract Compliance Services.

The first amendment to the agreement and the original agreement are attached to this report (Attachments 5 and 6).

FINANCIAL IMPACT
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The Housing Department has existing HOME and CDBG appropriations necessary to fund the HOME Loan for $1,000,000, and the CDBG Loan for $689,659. Additional HOME and CDBG funding appropriations in the amount of $42,000 in HOME funds and $29,000 in CDBG funds for a total of $71,000 are also available to pay for the proposed First Amendment to MNS Engineers Inc. Agreement No. 32600278 for labor compliance consulting services described in this report.

The Housing Department has existing HOME-ARP appropriations necessary to fund the HOME-ARP Loan for $1,200,000. There will be a remaining $1,200,000 balance which has been committed to the Cypress Phase II Apartments project, fully exhausting all funds designated for Affordable Rental Housing Development. The program administration budget has a remaining balance of $315,297.

For Finance Use Only:
$1,200,000 – HOME-ARP (Org. 2028101 Obj. 53600, Project #G2410); $1,000,000 – HOME (Org. 2028105 Obj. 53600, Project G2611); $40,000 – HOME (Org. 2028105 Obj. 53200, Project # G2611); $2,000 - HOME (Org. 2028101 Obj. 53200, Project # GXXXX); $689,659 – CDBG (Org. 2018101 Obj. 53600, Project #G2405); $29,000 – CDBG (Org. 2018101 Obj. 53200, Project # GXXXX)

COMMITTEE OUTCOME
This item did not originate in Committee as it is a continuation of other items previously approved by the City Council as summarized below:

1. March 21, 2023 - Third Amendment to the 2021-2022 AAP to Incorporate Supplemental HOME American Rescue Plan (ARP) funding. Click here to view the Measure M pre-recorded presentation video.

2. May 16, 2023 - Adoption of the Fiscal Year 2023-2024 Annual Action Plan and amended Oxnard Citizen Participation Plan. Click here to view the Measure M pre-recorded video presentation.

3. March 4, 2024 - Aspire Apartments - Preliminary Funding Award Letter and Affordable Housing and Sustainable Communities Program (AHSC) Implementation Agreement. Click here to view the Measure M pre-recorded video presentation.

4. January 21, 2025 - Second Substantial Amendment to the 2023-24 AAP. Click here to view the Measure M prerecorded video presentation.

Prepared by: Brenda Lopez, Housing Director

ATTACHMENTS

1. Attachment 1 - Resolution

2. Attachment 2- HOME-ARP Loan Documents

3. Attachment 3 - HOME Loan Documents

4. Attachment 4 - CDBG Loan Documents

5. Attachment 5 - First Amendment to MNS Engineers Inc. Agreement No. 32600278

6. Attachment 6 - MNS Engineers Inc. Agreement No. 32600278

7. Attachment 7 - Presentation
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RESOLUTION NO. ______________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OXNARD

APPROVING AND AUTHORIZING THE CITY MANAGER TO ENTER INTO

A HOME-ARP LOAN AGREEMENT IN THE PRINCIPAL AMOUNT OF
$1,200,000, A HOME LOAN AGREEMENT IN THE PRINCIPAL AMOUNT OF $1,000,000, AND A CDBG LOAN AGREEMENT IN THE PRINCIPAL AMOUNT OF $689,659 WITH ASPIRE APARTMENTS, LP FOR THE DEVELOPMENT OF AN EIGHTY-SEVEN (87) 8-UNIT AFFORDABLE AND ONE (1)
MANAGER’S UNIT RENTAL HOUSING PROJECT AND POCKET PARK
LOCATED AT 536-538 META STREET AND KNOWN AS THE ASPIRE

APARTMENTS
WHEREAS, the City Council hereby finds and declares that it is necessary, essential and a public purpose for the City of Oxnard (“City”) to enter into a variety of agreements with Aspire Apartments, LP, a California limited partnership ("Aspire") to facilitate the development of an eight-seven (87) unit affordable and one (1) manager's unit rental housing project and pocket park on certain real property located at 536-538 Meta Street, Oxnard, California known as the Aspire Apartments ("Project"); and WHEREAS, in furtherance of the Project the City Council desires to approve a loan in the amount of $1,200,000 from the Home Investment Partnerships Act, American Rescue Act “(HOME-ARP”) funds received from the United States Department of Housing and Urban Development ("HUD") pursuant to the American Rescue Plan Act of 2021, and to authorize the City Manager to execute a (i) HOME-ARP Loan Agreement; (ii) Promissory Note; (iii) Deed of Trust with Assignment of Rents; and (iv) Regulatory Agreement (collectively "HOME-ARP Loan Documents") by and between City and Aspire Apartments LP; and
WHEREAS, in furtherance of the Project the City Council desires to approve a loan in the amount of $1,000,000 from Home Investment Partnerships Act (“HOME”) funds received from HUD, and to authorize the City Manager to execute a (i) HOME Loan Agreement; (ii) Promissory Note; (iii) Deed of Trust with Assignment of Rents; and (iv) Regulatory Agreement (collectively "HOME Loan Documents") by and between City and Aspire Apartments LP; and
WHEREAS, in furtherance of the Project the City Council desires to approve a loan in the amount of $689,659 from Community Development Block Grant (“CDBG”) funds received from HUD, and to authorize the City Manager to execute a (i) CDBG Loan Agreement; (ii) Promissory Note; (iii) Deed of Trust with Assignment of Rents; and (iv) Regulatory Agreement (collectively "CDBG Loan Documents") by and between City and Aspire Apartments LP; and
WHEREAS, the HOME-ARP Loan Documents, HOME Loan Documents, and the CDBG Loan Documents will provide the following terms: (a) three-percent (3%) simple interest; (b) loan and regulatory agreement terms of fifty-five (55) years after the recordation date of a notice of completion for the Project for the HOME-ARP and HOME Loans; (c) loan term of fifty-five (55) years after the recordation date of a notice of completion for the Project and regulatory agreement term of five (5) years after the recordation date of notice of 1073
completion for the Project for the CDBG Loan; and (d) repayment of the loans on a residual receipts basis, with 50% of the residual receipts split pro-rata among all soft lenders based on the original principal amount of each soft lender loan.

NOW, THEREFORE, the City Council of the City of Oxnard resolves as follows:

1. The City Council hereby finds and declares that the above recitals are true and correct.

2. The City Council further approves and authorizes the City Manager to take all needed actions and execute all requisite documents on behalf of the City in consultation with the City Attorney relative to (i) HOME-ARP Loan Documents; (ii) HOME Loan Documents; (iii) CDBG Loan Documents; and (iv) any other agreements or documents for the purpose of developing, maintaining and operating the Project.

3. This Resolution shall take effect from and after the date of its passage and adoption.

PASSED AND ADOPTED this__________ day of __________, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________________
Luis A. Mc Arthur, Mayor
ATTEST:
________________________________
Lourdes A. López, City Clerk
APPROVED AS TO FORM:
___________________________________
Stephen M. Fischer, City Attorney
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Agreement # 32600398
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CITY HOME-ARP LOAN AGREEMENT
($1,200,000)
Between
City of Oxnard
and

ASPIRE APARTMENTS LP
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CITY HOME-ARP LOAN AGREEMENT
(Aspire Apartments – HOME-ARP Loan)
This City HOME-ARP Loan Agreement (“City HOME-ARP Loan Agreement”) is dated as of ___________________ (“Effective Date”), by and between the City of Oxnard, a municipal corporation of the State of California (the “Lender” or “City”), and Aspire Apartments LP, a California limited partnership (the "Borrower"), whose address is 1259 E. Thousand Oaks Boulevard Thousand Oaks, CA 91362 (“Borrower”). The City and the Borrower shall collectively be referred to hereinafter as the "Parties" and each a “Party.”

RECITALS
A. Defined terms used but not defined in these recitals are as defined in Article 1 of this Agreement.

D. Borrower is the owner of that certain real property located at 536-538 Meta Street, Oxnard, California 93030, as more particularly described in the legal description attached hereto as Exhibit A (the “Property”).

E. Borrower intends to construct eighty-eight (88) units of affordable housing inclusive of one (1) unrestricted manager’s unit on the Property (“Project”).

F. Five (5) of the eighty-eight units shall be restricted to occupancy by Qualifying Populations (“HOME-ARP Assisted Unit”); the amount of monthly rent charged to tenants of HOME-ARP Assisted Units shall not exceed the Qualifying Rent, as defined in Section 1.34, below.

H. Funds have also been allocated to Lender under the American Recovery Plan Act (“ARPA”), State and Local Fiscal Recovery Funds, pursuant to the U.S Department of Treasury’s January 6, 2022, Final Rule regarding ARPA and related eligible activities.

I. Borrower desires to borrow from the City and the City desires to lend Borrower One Million Two-Hundred Thousand Dollars ($1,200,000) in HOME-ARP funds (“City HOME-ARP Loan”) for development and construction of the Project. These funds are subject to HOME-ARP regulations set 1076
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forth in Notice CPD-21-10: Requirements for the Use of Funds in the HOME-ARP Program, which outlines the requirements for the use of funds appropriated under Section 3205 of ARP for the HOME Investment Partnerships Program (“HOME Program”) to provide homelessness assistance and supportive services.

J. The Loan is being made to finance the development and construction costs for the Project.

The Project will increase the supply of affordable rental housing in the City of Oxnard. Due to the assistance provided to Borrower pursuant to this Agreement, the City has designated five (5) units as HOME-ARP-Assisted Unit, which Units are "fixed" Units as defined in 24 C.F.R. 92.252(j). The HOMEARP Assisted Units are required to include five (1) one-bedroom Units. One two-bedroom unit shall be the manager's unit. The Parties reasonably expect that construction and development of the Project will commence within one year of execution of this City HOME-ARP Loan Agreement.

K. Concurrently herewith, the Parties are entering into that certain City HOME-ARP Loan Regulatory Agreement and Declaration of Restrictive Covenants (“CITY HOME-ARP Loan Regulatory Agreement”) restricting rents and establishing tenant income eligibility requirements with respect to the HOME-ARP Assisted Units.

L. The Parties desire to memorialize the terms of the City HOME-ARP Loan in this City HOME-ARP Loan Agreement, a promissory note in the original principal amount of One Million TwoHundred Thousand Dollars ($1,200,000), executed by Borrower in favor of Lender, and secured by a deed of trust.

ARTICLE 1.

DEFINITIONS
The following terms have the meanings and content set forth in this Article 1 wherever used in this City HOME-ARP Loan Agreement.

1.3 “AREA MEDIAN INCOME” or “AMI” means for Ventura County Metropolitan Statistical Area as determined by HUD and published by HCD, adjusted for household size.

1.4 “BORROWER” means Aspire Apartments LP, a California limited partnership.

1.5 “BUDGET” means that budget for the Project attached hereto as Exhibit B, which is hereby incorporated into this City HOME-ARP Loan Agreement by this reference, and which identifies the 1077
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sources and uses of Project costs, disbursement schedule, and specifies the costs to be paid with HOMEARP Loan proceeds in conformance with 24 CFR 92.206.

1.6 “CITY” means the City of Oxnard, a municipal corporation of the State of California.

1.8 “CITY HOME-ARP LOAN AGREEMENT” means this loan agreement entered into by and between Lender and Borrower.

1.11 “CITY HOME-ARP PROMISSORY NOTE” means the promissory note executed by the Borrower concurrently herewith in favor of Lender in the amount of One Million Two-Hundred Thousand Dollars ($1,200,000), to evidence the City HOME-ARP Loan as well as any amendments to, modifications of, or restatements of said promissory note entered into concurrently herewith.

1.13 “COORDINATED ENTRY SYSTEM” means the information system utilized by Lender under the Continuum of Care for coordinating, prioritizing and insuring to the greatest extent possible non-duplication of homeless programs and services, which accordingly identifies the most vulnerable homeless persons and households and serves as basis to inform priority provision of HOMEARP Assisted Units to Qualifying Populations.

1.14 “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, state, or local 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 industry standards and in compliance with all applicable laws at the time of such use. 1,15 “HCD” means the California Department of Housing and Community Development. 1078
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1.16 “HOME-ARP AFFORDABILITY PERIOD” means collectively the period of time during which the HOME-ARP Assisted Units must meet the affordability requirements imposed under the HOME-ARP program, commencing upon Project Completion date in the Integrated Disbursement and Information System (IDIS) established by HUD, in conformance with 24 CFR 92.2 and 24 CFR 92.252(e) for a period of twenty (20) years after Project Completion date and the date of the recordation of notice of completion and the City extended affordability period, which begins at the end of the initial twenty (20) year period and extends for an additional thirty-five (35) years for a total term of fifty-five (55) years from the date of recordation of the notice of completion.”

1.17 “HOME-ARP-ASSISTED UNIT” means those five (5) Project apartment units subject to HOME-ARP funding requirements pursuant to the HOME-ARP Loan Documents, and subject to additional restrictions and requirements set forth the HOME-ARP Loan Regulatory Agreement, which are restricted to occupancy by Qualifying Populations.

1.18 “HOME-ARP FUNDS” means funds provided to Borrower by Lender pursuant to the terms of this City HOME-ARP Loan Agreement and as defined in 24 CFR 92.2.

1.20 “HUD” means the United States Department of Housing and Urban Development.

1.23 “LENDER” means the City of Oxnard, a municipal corporation of the State of California.

1.24 “LENDERS' SHARE OF RESIDUAL RECEIPTS” means fifty percent (50%) of the Residual Receipts.

1.25 “LOW-INCOME HOUSEHOLD” means a household with household income at or below eighty-percent (80%) of the Area Median Income, as defined by the U.S. Department of Housing and Urban Development at 24 CFR Part 92.

1.26 “OPERATING EXPENSES” means, actual, reasonable and customary costs, fees and expenses directly attributable to the operation, maintenance, and management of the Project, including, but not limited to, pest control, landscaping and grounds maintenance, painting, cleaning, repairs and alterations, utilities, rubbish removal, certificates, permits and licenses, sewer charges, real and personal property taxes and assessments, insurance, reasonable property management fee, City monitoring fee, security, advertising, promotion and publicity, office, janitorial, cleaning and building supplies, lease payments if any, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys, consultants and other professionals, salaries, wages, and other employee compensation and benefits, employee education, training, and travel, communication costs. taxes, materials and supplies, any fees or costs in connection with resident/social services provided to tenants, social services oversight fee, any current and accrued annual asset management fee, or similar fee, paid to the Tax Credit Investor or its designee. any current and accrued annual partnership management fee, or similar fee, paid to the managing general partner of the Borrower, payment of any previously unpaid portion of the developer fee , as defined in Section 4.15 of this Agreement, any required capital contributions as set forth in the Borrower's Partnership Agreement, repayment of 1079
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any advances or loans made by a partner in the Borrower to fund operating shortfalls, extraordinary operating costs specifically approved by the City, other ordinary and reasonable operating expenses not listed above, and payments of principal and interest on the Senior Loan. Operating Expenses shall also include cash deposited into reserves for operating expenses with respect to the Project, not to exceed an amount sufficient to pay at least three (3) months of operating expenses and three (3) months of mandatory debt service payments, or such greater amount as may be required by a Senior Lender or the Tax Credit Investor and approved by the City, an amount approved by Lender and capital replacements with respect to the Project in an amount not less than two hundred fifty dollars ($250) per unit and not more than five hundred dollars ($500) per unit, which amounts may increase by 3% annually, or such higher amount as may be required by the Tax Credit Investor or Senior Lender and approved by City. 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 each Annual Financial Statement.

1.27 “MONITORING FEE” The City shall charge Borrower an annual monitoring fee in the initial amount of $115 per HOME-ARP Unit, and increased annually by 3%, to conduct on-site Project monitoring.

1.28 “PARTNERSHIP AGREEMENT” means the Agreement of Limited Partnership executed by the partners of Borrower, to be amended and restated upon admittance of the Tax Credit Investor as limited partner(s) to the partnership, and as may be further amended from time to time.

1.29 “PROJECT” means the construction, operation and management of the Property and the improvements thereon according to the terms of this City HOME-ARP Loan Agreement and as defined in 24 CFR 92.2.

1.30 “PROJECT COMPLETION” means that all necessary title transfer requirements and construction work for the Project have been performed; the Project complies with the requirements of 24 CFR Part 92 (including, but not limited to, the property standards under § 92.251); the final drawdown of HOME-ARP funds has been disbursed for the Project; and the Project completion information, included herein as Exhibit H (Rental Set-Up and Completion Form) has been provided to the City by Borrower and entered into the Integrated Disbursement and Information System (IDIS) established by HUD, except that with respect to rental housing Project completion, for the purposes of § 92.502(d), Project completion occurs upon completion of construction and before occupancy. Upon receipt, Borrower shall provide Lender with a copy of the Project’s Certificate of Occupancy and Notice of Completion. Project Completion shall in no event be extended beyond four (4) years from the Effective Date of this Agreement.

1.31 “PROPERTY” means the property located at 536-538 Meta Street, Oxnard, California 93030, as more particularly described in Exhibit A, which is attached hereto and hereby incorporated into this City HOME-ARP Loan Agreement by this reference.

1.32 “QUALIFYING HOUSEHOLD” means a household that qualifies as a member of a Qualifying Population and that is also a Low-Income Household.

1.33 “QUALIFYING POPULATION” means a household that qualifies for priority consideration and preference for a HOME-ARP Assisted Unit pursuant to HUD CPD Notice 21-10, Section IV, “Qualifying Populations, Targeting and Preferences”. Qualifying Populations are identified broadly as individuals and families who are: 1) Homeless (as defined at 24 CFR 91.5); 2) At Risk of Homelessness 1080
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(as defined at 24 CFR 91.5); 3) Fleeing or Attempting to Flee, Domestic Violence, Dating Violence, Sexual Assault, Stalking, or Human Trafficking (as defined by HUD); and 4) “Other Populations,” where providing supportive services or assistance under Section 212(a) of the National Affordable Housing Act (NAHA) (42 U.S.C 12742(a)), would prevent the family’s homelessness or would serve those with the greatest risk of housing instability. A more detailed and specific description of Qualifying Populations, as set forth in HUD CPD Notice 21-10, is excerpted and included herein as Exhibit D.

1.34 “QUALIFYING RENT” means that HOME-ARP rental units occupied by Low-Income Households must comply with the rent limitations in 24 CFR 92.252(a) (i.e., the lesser of the Fair Market Rent for existing housing for comparable units in the area, as established by HUD, or a rent equal to 30 percent (30%) of the income of a family at sixty-five percent (65%) of AMI for Low-Income Households, as determined by HUD, or for Very-Low-Income Households, must not exceed 30% of the adjusted income, of a household whose Annual Income, as defined in 24 CFR 5.609 in accordance with the requirements of 24 CFR 92.203(a)(1), is equal to or less than fifty percent (50%) of the AMI for the area with adjustments for number of bedrooms in the unit. A household that was a Qualifying Household at initial occupancy and whose Annual Income at the time of income re-certification is above 80% of AMI must pay the lesser of the Fair Market Rent for existing housing for comparable units in the area, as established by HUD, or a rent equal to 30 percent (30%) of the household’s adjusted income.

In accordance with 24 CFR 92.252(b), if the tenant pays for utilities and services (excluding telephone), then the Qualifying Rent shall be reduced by the maximum monthly allowance for utilities and services using the Oxnard Housing Authority Utility Allowance or other annual utility schedule as determined by the City of Oxnard and HUD, if applicable.

1.35 “RESIDUAL RECEIPTS” means for any calendar year Revenues reduced by Operating Expenses.

1.36 “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.

Gross Revenue shall exclude tenants' security deposits, loan proceeds, capital contributions or other similar advances.

1.37 “SENIOR LOAN” means, collectively, (i) that certain taxable and tax-exempt construction loan to be made to Borrower by commercial institutional bank (“Senior Lender”) in an aggregate principal amount not to exceed $44,000,000 for construction of the Project, which will convert to a Project permanent loan in an amount not to exceed approximately $3,500,000; (ii) a loan from HCD's Affordable Housing and Sustainable Communities Program in the approximate amount of $25,000,000; (iii) the certain construction loan to be made to Borrower by Housing Trust Fund of Ventura County in the original principal amount of $5,000,000, which loan shall be repaid at permanent loan conversion. and (iv) any other senior financing approved by the City's Housing Director in writing, and any refinancing of any such loans in an amount not to exceed the then outstanding principal balance of such loan plus closing costs. 1081
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1.38 “TAX CREDIT INVESTOR” means the limited partner(s), and its (their) successors and assigns, admitted to the Borrower in connection with the allocation of low income housing tax credits to the Project, which admission will occur concurrently with closing of construction financing for development of the Improvements.

1.39 “TCAC” means the California Tax Credit Allocation Committee.

1.40 “TERM” means the period of time that this City HOME-ARP Loan Agreement will be in effect as described in Section 9.6, below.

1.41 “VERY LOW-INCOME HOUSEHOLD” means a household, as defined in 24 CFR

ARTICLE 2 TERMS OF THE CITY HOME-ARP LOAN

2.5 TERM OF CITY HOME-ARP LOAN. The principal and interest of the City HOMEARP Loan shall be due and payable in accordance with the provisions of the City HOME-ARP Promissory Note. In the event of default by Borrower, as defined below in Section 8.1, which has not been cured as provided for below in Section 8.2, the principal and all then-current and interest shall be due and payable in accordance with Section 8.3, below.
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2.6 USE OF CITY HOME-ARP FUNDS. HOME-ARP Funds shall be used only for Project construction-related costs specified in the Budget attached hereto as Exhibit B and shall only be disbursed in accordance with the provisions of Article 3. The Budget shall not be modified unless approved in accordance with Section 9.2 of this City HOME-ARP Loan Agreement, provided that all costs set forth therein are eligible under 24 CFR 92.206, and that the level of Environmental Review completed under the National Environmental Policy Act of 1969 (NEPA) (42 U.S.C. 4321, et seq.), and applicable related environmental authorities at 24 CFR 50.4, and HUD’s implementing regulations at 24 CFR Parts 50 and 58, remain applicable. HOME-ARP Funds shall only be utilized for costs related to residential uses, and shall not be utilized for costs related to commercial uses or any other nonresidential uses associated with the Project.

2.8 REPAYMENT OF THE CITY HOME-ARP LOAN. On or before each payment date, starting July 1st of the year following issuance of first certificate of occupancy for the Project, and each July 1st thereafter until the City HOME-ARP Loan is paid in full or otherwise terminated, the Borrower shall submit its Annual Financial Statement to Lender 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. Borrower shall make annual payments on the City HOME-ARP Loan as follows: (i) while the loan to Borrower from the HCD Affordable Housing and Sustainable Communities (AHSC) Program for affordable housing development in the amount of $25,000,000 (“AHSC AHD Loan”) is made and outstanding, ten and thirty-six hundredths percent (10.36%) of the Lenders' Share of Residual Receipts for the previous calendar year; and (ii) if the AHSC AHD Loan is not made or at such time as the AHSC AHD Loan has been fully satisfied, the Lenders' Share of Residual Receipts for the previous calendar year, each, an annual payment. Notwithstanding anything herein to the contrary, in allocation of the pay down of the City HOME-ARP Loan and the loans from the City made concurrently herewith under the HOME Investment Partnerships Act Program in the original principal amount of One Million Dollars ($1,000,000) ("City HOME Loan") and the Community Development Block Grant Program in the original principal amount of Six Hundred and Eighty-Nine Thousand Six Hundred FiftyNine Dollars ($689,659) ("City CDBG Loan"), the priority of repayment shall be first repayment in full of the City HOME-ARP Loan, then repayment in full of the City HOME Loan, and thereafter repayment in full of the City CDBG Loan. Lender shall review and approve the percentage amount to be paid by Borrower and the Annual Financial Statement, or request revisions, within sixty (60) days after receipt. In the event Lender 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 Lender 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. In the event that Lender determines that there is an understatement in the amount and payment of Residual Receipts due to Lender, Borrower shall promptly pay to Lender such understatement, but in any event, within twenty (20) days of notice of such understatement. In the event that Lender determines that there is an overpayment in the amount and payment of Residual Receipts due to Lender, Lender shall promptly pay to Borrower the amount of overpayment, but in any event, within twenty (20) days of such determination. If contested, Borrower has the right to pay under protest. Any payments made by Borrower pursuant to this Section shall be applied first to pay current annual interest due, if any, then the cumulative interest owed, if any, then to reduce the principal amount of the Loan. In 1083
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any event all principal owed and all current and accrued interest of the Loan, if any, shall be due and payable as provided in Section 2.5 above.

2.9 PREPAYMENT OF CITY HOME-ARP LOAN. Prepayment of the City HOME-ARP Loan shall not affect Borrower’s obligations under the City HOME-ARP Loan Regulatory Agreement.

2.11 OPERATING AND CAPITAL REPLACEMENT RESERVE FUNDS. Borrower shall establish an interest-bearing account to be known as the Operating Reserve Account. Upon the Conversion Date, Borrower shall deposit an amount into the Operating Reserve Account sufficient to pay at least three (3) months of operating expenses and three (3) months of mandatory debt service payments (“Target Balance”), or such greater amount as may be required by a Senior Lender or the Tax Credit Investor and approved by the City. Funds shall be invested subject to the prior written approval of the City (such approval not to be unreasonably withheld or delayed), and any earnings shall become and remain a part of the Operating Reserve. Funds may be drawn only when revenue is insufficient to pay operating expenses and may be used as permitted under Borrower’s Partnership Agreement. Promptly following any withdrawals from the Operating Reserve Account, written notice shall be provided to the City which provides a narrative of the nature of the operating deficits that are being cured, including all necessary amounts to cure them.

If the balance in the Operating Reserve Account falls below the amount required to pay three (3) months of operating expenses and three (3) months of mandatory debt service payments, then Borrower shall apply net cash flow, when and if available, or other funds, to the replenishment of Operating Reserves until the Target Balance is achieved.

At or before the Conversion Date, Borrower shall establish an interest-bearing account to be known as the Capital Replacement Reserve Account. Annually prior to March 31 of each year, Borrower shall deposit into the Replacement Reserve Account an amount equal to a minimum of two hundred fifty dollars ($250) per unit but shall not exceed five hundred dollars ($500) per unit, which amounts may increase by 3% annually, or such higher amount as may be required by the Tax Credit Investor or Senior Lender and approved by City. The funds in the Capital Replacement Reserve Account shall be held in an interest-bearing account, and any earnings shall become and remain a part of the Replacement Reserve. The Borrower may withdraw funds from the Capital Replacement Reserve Account solely to replace or maintain Project assets that have a useful life of more than one (1) year in accordance with Generally Accepted Accounting Principles (“GAAP”), and have been or will be depreciated on the Partnership Tax Return, Form 1040P, filed with the Internal Revenue Service by the Borrower’s accountant. Promptly following any withdrawals from the Capital Replacement Reserve Account, written notice shall be provided to the City which provides a narrative of the nature of the repairs that are being made, including all necessary amounts to repair them. Borrower shall not withdraw funds from the Capital Replacement Reserve Account for any other purpose without the prior written approval of the 1084
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City. Projected Operating and Capital Replacement Reserve amounts are identified in the Operating Pro forma, attached hereto as Exhibit B.

2.12 NON-RECOURSE. Except as provided below, the Borrower, and the Borrower'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, the City HOME-ARP Loan or the performance of the covenants of the Borrower under the City HOME-ARP Loan Deed of Trust. The sole recourse of the City with respect to the principal of, or interest on, the City HOME-ARP Promissory Note and defaults by the Borrower in the performance of its covenants under the City HOME-ARP Loan Deed of Trust shall be to the property described in the City HOME-ARP Loan Deed of Trust; provided, however, that nothing contained in the foregoing limitation of liability shall (a) limit or impair the enforcement against all such security for the City HOME-ARP Promissory Note and of all the rights and remedies of the City thereunder, or (b) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the City HOME-ARP Promissory Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto. The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the City HOME-ARP Promissory Note and the performance of the Borrower's obligations under the City HOME-ARP Loan Deed of Trust, except as hereafter set forth; nothing contained herein is intended to relieve the Borrower's obligation to indemnify the City under this Agreement, or liability for:
(i) fraud or willful misrepresentation; (ii) the failure to pay taxes, assessments or other charges which may create liens on the Borrower's interest of 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 Borrower other than in accordance with the City HOME-ARP Loan Deed of Trust; and (iv) the misappropriation 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 Project.

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

C. 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.

ARTICLE 3 CITY HOME-ARP LOAN DISBURSEMENT

3.1 CONDITIONS PRECEDENT TO DISBURSEMENT. Lender shall not be obligated to make any disbursements of HOME-ARP Funds, or take any other action under the City HOME-ARP Loan 1085
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Documents, unless the following conditions precedent are satisfied prior to the disbursement of HOMEARP Funds:

A. Borrower has acquired title to the Property;
B. There exists no Event of Default or any act, failure, omission or condition that with the giving of notice or passage of time would constitute an Event of Default; C. Borrower has executed and delivered to Lender all documents, instruments, and policies required under the City HOME-ARP Loan Documents, including but not limited to an ALTA Lender’s policy of title insurance in the amount of One Million Two-Hundred Thousand Dollars ($1,200,000) from a title insurance company approved by the Lender in a form reasonably acceptable to Lender;
D. Borrower has provided to Lender certificates of insurance as specified in the insurance requirement provisions set forth in Exhibit C; E. Borrower has secured all final permits (or ready to issue letter upon payment of fees), entitlements and approvals required by all permitting and regulatory authorities and jurisdictions in connection with the Project; and
F. Borrower has complied with all reporting requirements set forth in this City HOME-ARP Loan Agreement, including, but not limited to, Section 3.2 and Section 5.11, as applicable, as well as all reporting requirements set forth in the other City HOME-ARP Loan Documents.

Written Disbursement Requests shall include itemized invoices corresponding to the Budget (Exhibit B).

However, Lender’s obligations shall in no event exceed the amount of One Million Two-Hundred 1086
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Thousand Dollars ($1,200,000). All costs incurred in construction, development and operation of the Project shall be the responsibility and obligation solely of Borrower.

Notwithstanding the foregoing, as a special disbursement condition, Lender shall retain ten percent (10%) of HOME-ARP Funds until Borrower has completed the construction of the Project, as evidenced by a certificate of occupancy (or functional equivalent) and recording of a notice of completion for the Property and provided beneficiary data for the five (5) HOME-ARP Assisted Units of the Project as required under the HOME-ARP Program, and all liens against the Property, if any, are released.

ARTICLE 4 DEVELOPMENT OF PROJECT

Commencement of Project construction shall mean obtaining all final permits, entitlements and approvals required by all permitting and regulatory authorities and jurisdictions and commencing work at the Property on any task associated with a line item in the Budget that requires a permit, entitlement or approval. If Borrower fails to commence construction as set forth above, Lender may terminate this City HOME-ARP Loan Agreement pursuant to Article 8, below, without affording Borrower any opportunity to cure such default. Upon execution of this City HOME-ARP Loan Agreement and prior to closing on construction financing, Borrower shall provide City with the Project set-up information included herein as Exhibit H (Rental Set-Up and Completion Form), necessary for City staff to enter Integrated Disbursement and Information System (IDIS) data, established by HUD.

4.2 COMPLETION OF CONSTRUCTION. Borrower shall diligently pursue construction of the Project to completion, in accordance with the Schedule of Performance attached hereto as Exhibit G and incorporated by this reference, subject to Section 4.14, and as may be modified from time to time as mutually agreed by the Borrower and the Housing Director in writing. In no event shall construction completion exceed 4 years from the effective date of this Agreement. Further, Borrower shall ensure that the HOME-ARP Assisted Units are occupied by eligible tenants no later than six (6) months after completion of construction. Borrower shall deliver to Lender proof of Project Completion as evidenced by, inter alia, the recording of a notice of completion for the Property and certificate(s) of occupancy (or functional equivalent) issued by the City building official for the Project.

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 Project.

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

4.5 INSPECTIONS. Borrower shall permit and facilitate, and require its contractors to permit and facilitate, observation and inspection of the Project site by Lender and by public authorities during 1087
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business hours for the purposes of determining compliance with this City HOME-ARP Loan Agreement and the other City HOME-ARP Loan Documents.

4.8 BARRIERS TO THE DISABLED. The Project shall be developed and the Property shall be maintained and operated to comply with all applicable federal, state, and local requirements for access for disabled persons, including but not limited to Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), as amended, and with implementing regulations at 24 CFR, Part 8, and the Fair Housing Act (42 U.S.C. 3601-3619), implemented at 24 CFR Part 100, Subpart D. Within 30 days after Borrower has completed the construction of the Project, Borrower shall submit satisfactory documentation of compliance with these requirements, including, but not limited to, a certification from the Project architect documenting the number, locations and type of accessible units and the accessibility features of those units.

4.10 QUALITY OF WORK AND PROPERTY STANDARDS. Borrower shall construct the Project in conformance with all applicable laws, including, but not limited to:

4.11 MECHANICS LIENS AND STOP NOTICES. If any claim of lien is filed against the Property or a stop notice affecting the City HOME-ARP 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 1088
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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.

4.12 COMPLIANCE WITH HOME AND HOME-ARP PROGRAM(S) AND OTHER FEDERAL REQUIREMENTS. All requirements imposed on properties assisted under the HOME-ARP program as contained in 42 U.S.C. Sections 12701, et seq., 24 CFR Part 92, and HUD Federal Register Notice 86 FR 56764, Waivers and Alternative Requirements for Implementation of the HOME American Rescue Plan (HOME-ARP) Program, HUD September 13, 2021, CPD Notice 21-10 (https://www.hud.gov/sites/dfiles/OCHCO/documents/2021-10cpdn.pdf), and all other implementing rules and regulations governing the use of the HOME-ARP Funds (collectively, the “HOME-ARP Regulations”) are incorporated herein by this reference. In the event of any conflict between this City HOME-ARP Loan Agreement and the HOME-ARP Regulations, the HOME-ARP Regulations shall govern, except in consideration of certain waivers and alternative requirements related and pursuant to Federal Register Notice 86 FR 56764.

The laws and regulations governing the use of the HOME-ARP Funds include (but are not limited to) the following:

A. OMB Circulars. The applicable policies, guidelines, and requirements of OMB Circulars Nos. A-87, A-102, Revised, A-110 and A-122.

C. Architectural Barriers. The requirements of the Architectural Barriers Act of 1968 (42 U.S.C. 4151-4157).

E. Environmental Review. The provisions of the National Environmental Policy Act of 1969 (NEPA) (42 U.S.C. 4321, et seq.), and applicable related environmental authorities at 24 CFR 50.4, and HUD’s implementing regulations at 24 CFR Parts 50 and 58. 1089
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F. Fair Housing. The requirements of the Fair Housing Act (42 U.S.C. 3601-3619) and implementing regulations at 24 CFR Parts 100, 109 and 110; Executive Order 11063 (Equal Opportunity in Housing) and implementing regulations at 24 CFR Part 107; and Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d) (Nondiscrimination in Federally Assisted Programs) and implementing regulations issued at 24 CFR Part 1.

Borrower shall, and shall cause its contractors and subcontractors to, implement part 75 regulatory requirements as described herein, and shall conduct its business practices in a manner that provides records and reports consistent with HUD Section 3 reporting and compliance under covered contracts, including, but not limited to: 1) certifications, records and documentation confirming contractor and business qualification as a Section 3 Business Concern, if applicable; 2) certifications, records and documentation confirming workers’ qualification and status as a Section 3 and/or Targeted Section 3 Worker; if applicable; c) certified payroll records, reports and documentation reflecting time and hours for all labor performed on Section 3 covered contracts, including hours for certified Section 3 and Targeted Section 3 workers, if and as applicable; and d) any such additional records, documents and reports that Lender may request to confirm compliance with part 75 requirements.

J. Conditions for Faith-Based Organizations. Borrower shall comply with HOME regulations pertaining to faith-based activities set forth at 24 CFR 92.257.

L. Anti-Lobbying. Borrower hereby certifies that: (1) No Federal appropriated funds have been paid or shall be paid, by or on behalf of Borrower, 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 of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; (2) 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, it will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions; and (3) Borrower shall require that the language of subparagraphs (1) and (2) of this paragraph (L) and the paragraph (M), immediately below, of this certification be included in the award documents for all awards and subawards at all tiers (including subcontracts, subgrants, contracts, and grants under grants, loans, and cooperative agreements), and that Borrower and all contractors and subcontractors shall certify and disclose accordingly.

N. HUD Regulations. Any other HUD regulations present or as may be amended, or added in the future pertaining to HOME and/or HOME-ARP.

4.13 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, including but not limited to the Uniform Relocation and Real Property Acquisitions Act of 1970, as amended, (42 USC 4601, et seq.) (“URA”), Section 104(d) of the Housing and Community Development Act of 1974 (42 USC 5304(d)), regulations at 24 CFR Part 42 and 49 CFR part 24, and HUD Handbook 1378. 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. If, upon audit review by Lender or by any Federal agency, it is 1091
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determined that additional relocation payments are due, then Borrower consents to make such payments.

4.14 UNAVOIDABLE DELAY IN PERFORMANCE. The time for performance of provisions of this City HOME-ARP Loan Agreement by a Party shall be extended for a period equal to the period of any delay directly affecting such Party which is in no way attributable to the acts or omissions of such Party and is caused by: war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; pandemics or epidemics and applicable government-mandated quarantine restrictions; freight embargoes, or other events beyond the reasonable control of, and in no way attributable to the acts or omissions of, such Party claiming the delay (the foregoing, collectively “Force Majeure Events”). An extension of time for any of the above-specified Force Majeure Events will be deemed granted only if written notice by the Party claiming such extension is sent to the other Party within ten (10) calendar days from the commencement of such Force Majeure Events, 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 (10) calendar days of receipt of the notice. Times of performance under this City HOME-ARP Loan Agreement may otherwise be extended only by the mutual written agreement of Lender and Borrower, duly executed by both Parties. Notwithstanding the foregoing or any other provision of this City HOME-ARP Loan Agreement or any other City HOME-ARP Loan Document, the Borrower shall immediately repay to Lender all HOME-ARP funds invested in Units that are not rented to eligible Qualifying Households or Low-Income Households, as applicable, within twelve (12) months of Project Completion, and the time for such performance shall not be subject to extension due to Force Majeure Events or otherwise, or subject to cure.

4.15 DEVELOPER FEE. The City shall limit the cash developer fee plus any deferred developer fee repaid in a priority position ahead of residual receipts up to a total of $2,500,000. Any amount of developer fee above $2,500,000 shall be contributed as general partner equity or structured as a deferred developer fee solely repaid out of the Borrower’s share of residual receipts. The maximum developer fee to be paid to the Borrower (or any other organization or entity, including any entity Controlled by the Borrower) for development and construction management services approved by the City may be revised from time to time by the Housing Director. Except for the developer fee, the fees set forth in the definition of "OPERATING EXPENSES" as set forth in Section 1.26 of this City HOME-ARP Loan Agreement, compensation paid under the construction contract for the Project, compensation paid under the management agreement for the development, and compensation paid under the services agreement for the development, no compensation from any source shall be received by or be payable to the Borrower, any entity Controlled by the Borrower or any general partner of Borrower in connection with the provision of development and construction management services for the construction of the Project.

ARTICLE 5 OPERATION

5.1 OPERATION OF PROJECT. Borrower shall operate and manage the Project after Project Completion in full conformance with the terms of the City HOME-ARP Loan Regulatory Agreement.

Borrower shall maintain and operate the HOME-ARP Assisted Units so as to provide decent, safe, and sanitary housing, and shall provide the HOME-ARP Assisted Units with the same level of services 1092
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(including security, if used for other dwelling units), amenities, and maintenance as are applied to the other dwelling Units in the Project. Optional services provided must be available to all Project residents under the same terms and conditions.

5.4 TENANT SELECTION. In the selection of tenants for the HOME-ARP Assisted Units, Borrower shall comply with the written tenant selection provisions that comply with 24 C.F.R. section

92.253 (d), as amended from time to time. The Tenant Selection Plan shall be incorporated into Borrower’s Management Plan. The Tenant Selection Plan, attached hereto and incorporated by this reference as Exhibit I, is subject to final approval by the Lender.

Borrower shall rent the HOME-ARP Assisted Units to Qualifying Populations according to the Tenant Selection Plan. Borrower shall verify each prospective HOME-ARP Assisted Unit tenant’s eligibility as a Qualifying Household and shall require from each prospective HOME-ARP Assisted Unit tenant income documentation as described in the City HOME-ARP Loan Regulatory Agreement. In selecting tenants for residence of the HOME-ARP Assisted Units, Borrower may utilize and coordinate with the County Coordinated Entry System (the "CoC"), Homeless Management Information System (HMIS) and rent HOME-ARP Assisted Units to members of HOME-ARP Qualifying Populations. However, the CoC shall not be the exclusive referral partner, referrals may be accepted by the Borrower from other agencies that serve the qualifying populations as well as any individual wishing to apply for tenancy. All referrals received will be given priority based solely on the order of the date and time of their application submission.

A. Initial Annual Income Verification. Before a Qualifying Household occupies a HOMEARP Assisted Unit, the Borrower shall verify that the Annual Income provided in an Annual Income 1093
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certification for such Qualifying Household is accurate by taking both of the following steps as a part of the verification process, and this Initial Annual Income Certification will serve as basis for determining the tenant rent portion for payment of monthly rent, not for determining such Qualifying Household’s income eligibility to reside in the HOME-ARP Assisted Unit:
(1) Third-Party Verification: Borrower shall contact all third parties in writing (e.g., employer, Social Security Administration, public assistance agency) to request that such third parties provide information in writing to verify such Qualifying Household’s Annual Income. Written requests and responses are required; and
(2) Review of Documents: Borrower shall require such Qualifying Household to provide documents verifying such Qualifying Household’s Annual Income (e.g., pay stubs, tax returns), and shall then retain such documents in the Project files.

C. Household Income. Household income of HOME-ARP rental unit tenants must be determined following the requirements at 24 CFR 5.609 (Section 8/HCV income calculation), unless the household is assisted by a state or federal project-based rental subsidy or receiving federal tenant-based rental assistance. When a unit is assisted by a state or federal project-based rental subsidy or a household is receiving a federal tenant-based subsidy (e.g., Housing Choice Voucher), then the income determination of the public housing agency, Section 8 project owner, or County Coordinated Entry System subrecipient’s determination of income must be accepted by the Project Owner in accordance with 24 CFR 92.203(a)(1).

In the event that any HOME-ARP-Assisted Unit is not occupied by a Qualifying Populations as of the Occupancy Deadline (“HOME-ARP-Assisted Unit Vacancy”), Borrower may cure such breach by (i) providing to Lender within five (5) days after the Occupancy Deadline written notice of each such HOMEARP-Assisted Unit Vacancy, (ii) providing to Lender within ten (10) days after the Occupancy Deadline a detailed record of Borrower’s marketing efforts with respect to the Project and the HOME-ARP-Assisted Units, and (iii) comply with all of Lender’s requests for additional information pertaining to such marketing efforts.
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In the event that any HOME-ARP Assisted Unit is not occupied by a Qualifying Population household, within eleven (11) months after the date of Project Completion (“Occupancy Default Deadline”), such occurrence shall constitute an Event of Default by Borrower hereunder. On or before the date that is three (3) days after the last day of the eleventh (11th) month after the date of Project Completion, Borrower shall provide to Lender written notice of each such HOME-ARP-Assisted Unit Vacancy. Within five (5) days of receipt of such notice of HOME-ARP-Assisted Unit Vacancy from Borrower, Lender shall give written notice to Borrower of such Event of Default in accordance with Section 6.2, below, and Borrower shall have the opportunity to cure such Event of Default before the last day of the twelfth (12th) month after the date of Project Completion.

A. Each of the HOME-ARP Assisted Units shall be similarly constructed and of comparable quality 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.

5.8 HOME-ARP-ASSISTED UNIT RENTS. Rents for HOME-ARP Assisted Units shall be limited to Qualifying Rents as set forth in the City HOME-ARP Loan Regulatory Agreement. When a HOMEARP Assisted Unit is receiving project-based rental assistance or a household is receiving tenant-based rental assistance, the household contribution is the contribution required by the applicable assistance program.

5.11 RECORDS AND REPORTS. Borrower shall be accountable to Lender for all HOMEARP Funds disbursed to Borrower pursuant to the City HOME-ARP Loan Documents. Borrower agrees to maintain records that accurately and fully reflect the date, amount, purpose, and payee of all expenditures 1095
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for expenditures reimbursed from HOME-ARP Funds, and to keep all invoices, receipts, and other documents related to such expenditures reimbursed by HOME-ARP Funds for five (5) years after Project Completion. On each last day of July during the Term following Project Completion, Borrower shall submit reports to Lender with information regarding tenant income, rent and Unit inspection information. Tenant income, rent, Unit inspection information, and all records related to revenue received in connection with the Project must be kept until five (5) years after the Affordability Period ends. Borrower shall keep all such records accurate and current. Borrower shall retain all records of individual tenant income verifications, project rents, and project inspections for five (5) years after the creation of such records, including such records created less than five (5) years prior to the expiration or termination of this Agreement. This Section 5.11 shall survive the termination or expiration of this City HOME-ARP Loan Agreement.

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

Within 30 days following Project Completion, Borrower shall submit to Lender records of all permits, entitlements and approvals, inspections and sign-offs required by all permitting and regulatory authorities and jurisdictions.

Copies of the Certificate of Occupancy shall be submitted by Borrower to Lender upon receipt of same by Borrower.

5.14 AUDITS. Borrower shall conduct annual audits in accordance with 24 CFR 84.26 and

85.26, and OMB Circular A-133, and shall submit to Lender an Annual Financial Statement each year during the Term. Borrower shall make available to Lender for examination at reasonable intervals and during normal business hours all books, accounts, reports, files, data, and other papers and property with respect to all matters covered by these City HOME-ARP Loan Documents, and shall permit Lender to 1096
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audit, examine, and make excerpts and transcripts from such records. Lender may make audits of any conditions relating to the City HOME-ARP Loan.

5.16 TRANSFERS.

A. Borrower has not made or created, and shall not at any time during the Term make or permit any sale, assignment, conveyance, or other transfer of the Property, the Project, this City HOMEARP Loan Agreement, or of any of Borrower’s rights or obligations hereunder, whether by operation of law or otherwise, including, but not limited to, the sale or transfer of any partnership interests, or other change of control of Borrower or merger involving Borrower, without the prior written consent of Lender in each instance.

B. Notwithstanding the foregoing, the following permitted Transfers shall be permitted and are hereby approved by the City (each a “Permitted Transfer”):
(i) Any Transfer related to any loan or grant listed in Budget. (ii) Any Transfer directly resulting from the foreclosure of a lien of loan set forth in the Budget or the granting of a deed in lieu of foreclosure of a lien of a loan set forth in the Budget.
(iii) Any Transfer of stock or equity in any party that does not change management or operational control of the Borrower, with no material change in beneficial ownership (with the exception of any conveyance to member(s) of the immediate family(ies) of the transferor(s) or trusts for their benefit) and which constitutes a tax-free transaction under Federal income tax law and California real estate transfer tax. (iv) The lease of residential units in the Project consistent with this City HOME-ARP-Loan Agreement and the City HOME-ARP Loan Regulatory Agreement. 1097
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(v) The granting of easements for the development of the Project. (vi) The admission of the Tax Credit Investor as a limited partner(s) of the Borrower for the purposes of syndicating the low income housing tax credits to obtain the tax credit equity, and the transfer and sale of limited partnership interests in Borrower while the Borrower is in the form of a limited partnership.
(vii) In the event that any general partner of the Borrower, while the Borrower is in the form of a limited partnership, is removed by the Tax Credit Investor for cause following default under the Partnership Agreement, the transfer of any general partner interest to a 501(c)(3) tax exempt nonprofit corporation or affiliate selected by the Tax Credit Investor and approved by the City, which approval shall not be withheld unreasonably, delayed or conditioned. (viii) The grant and exercise of a right of first refusal in connection with the tax credit syndication of the Project. Nothing in this subpart shall be construed to allow or otherwise consent to the Resyndication of the Project. In the event that any form of Resyndication of the Project is proposed by the Borrower (or any third party), then the Borrower shall provide prompt written notice to the City and in no event shall any form of Resyndication be construed as permitted, deemed permitted or otherwise authorized by this Agreement, except with the prior written consent of the City in its sole and absolute discretion. (ix) The transfer of the Project from Borrower, while the Borrower is in the form of a limited partnership, to one or more of the general partners of the Borrower or their affiliates at the end of the tax credit compliance period for the Project. (x) Any dilution of a general partner's interest in the Borrower while the Borrower is in the form of a limited partnership, in accordance with the Borrower's Partnership Agreement.

5.19 DAMAGE TO PROPERTY. If any building or improvement erected by Borrower on the Property is damaged or destroyed by an insurable cause, Borrower shall, at its sole cost and expense, diligently undertake to repair or restore said buildings or improvements consistent with the original plans and specifications for the Project, if Lender reasonably determines that such restoration or repair is economically feasible. Such work or repair shall be commenced within 120 days after such damage or loss occurs, and shall be completed within one year thereafter,subject to any extensions of time granted pursuant 1098
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to the provisions of Section 4.14, above. All insurance proceeds collected for such damage or destruction shall be applied to the cost of such repairs and restoration and, if such insurance proceeds shall be insufficient for such purpose, Borrower shall be responsible for paying for the deficiency.

ARTICLE 6 INDEMNITY AND INSURANCE

6.1 INDEMNITY. 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 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.

6.2 INSURANCE. Borrower shall comply with the insurance provisions set forth in Exhibit C.

ARTICLE 7 HAZARDOUS MATERIALS

7.1 REPRESENTATIONS AND WARRANTIES. After reasonable investigation and inquiry, Borrower hereby represents and warrants that, as of the Effective Date and except as previously disclosed by Borrower to Lender in writing and acknowledged in writing by Lender, or as disclosed in the written reports based on environmental audit(s) performed on the Property and submitted to Lender by Borrower, that (a) the Property is not and has not been a site for the use, generation, manufacture, transportation, storage, or disposal of Hazardous Materials; (b) the Property is in compliance with all applicable environmental and health and safety laws, regulations, ordinances, and 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 classified as a “hazardous waste property” or as a 1099
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“buffer zone property” under California Health and Safety Code Sections 25100, et seq., or regulations adopted in connection therewith.

7.4 REMEDIAL ACTIONS. If Borrower or any of Borrower’s officials, officers, partners, representatives, employees, or agents knows or has reason to know 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 and 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 compromise with respect to any Hazardous Materials claims. The foregoing, however, shall be subject to Borrower’s right of contest as described below.

8.1 EVENTS OF DEFAULT. The occurrence of any of the following events shall constitute an “Event of Default” under this City HOME-ARP Loan Agreement:

A. Monetary. (1) Borrower’s failure to pay within ten (10) days of when due any sums payable under the City HOME-ARP Promissory Note or any advances made by Lender under the City HOME-ARP Loan Deed of Trust or this City HOME-ARP Loan Agreement; (2) Borrower’s use of HOME-ARP Funds for costs other than approved construction costs or for uses inconsistent with other terms and restrictions in the City HOME-ARP Loan Documents; (3) Borrower’s failure to obtain and maintain the insurance coverage required under this City HOME-ARP Loan Agreement; (4) Borrower’s failure to make any other payment or assessment within ten (10) days of when due under the City HOME-ARP Loan Documents; (5) Borrower’s failure to pay taxes when due; (6) Borrower’s default under other debt secured by the Property after the applicable notice and cure periods have expired; B. Construction. (1) Borrower’s material deviation from the Budget, without Lender’s prior written consent; (2) the use of defective or unauthorized materials or defective workmanship in constructing the Project; (3) Borrower’s failure to commence or complete construction pursuant to Section 4.1 or 4.2, above; (4) the cessation of construction prior to completion of the Project for a period of more than thirty (30) consecutive calendar days without prior written approval from Lender; (5) Borrower’s failure to remedy any deficiencies in recordkeeping or failure to provide records to Lender upon Lender's request; (6) Borrower’s failure to substantially comply with any applicable federal, state, or local laws or Lender policies governing construction, development, or operation of the Project, including, but not limited to, provisions of this City HOME-ARP Loan Agreement pertaining to affirmative action and equal employment opportunity, minority and women-owned business enterprises, disabled access, lead paint, Hazardous Materials, and provision or relocation benefits and assistance; C. Operation. (1) Discrimination by Borrower on any basis prohibited by this City HOME-ARP Loan Agreement or applicable law, or (2) the imposition of any encumbrances or liens on the Property without Lender's prior written approval that have the effect of invalidating, reducing the priority of, or materially impairing the value of the City’s interest in the Security (as defined in the City HOMEARP Loan Deed of Trust); D. General performance of City HOME-ARP Loan obligations. Any breach by Borrower of any provision of any of the City HOME-ARP Loan Documents and which, if subject to cure, is not cured by Borrower within the applicable cure period; E. General performance of other obligations. Any breach by Borrower of any provision of 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, and which breach may materially impair Lender's interest in the Security (as defined in the City HOMEARP Loan Deed of Trust); F. Representations and warranties. A determination by Lender that the Security has or will be materially impaired due to the fact that any of Borrower’s representations or warranties made in the City HOME-ARP Loan Documents, or in 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;
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G. Damage to or failure to maintain Property. Material damage to or destruction of the Property by fire or other casualty if Borrower does not take steps to reconstruct the Project as required by the City HOME-ARP Loan Documents or if Borrower fails to maintain the Property pursuant to Section

J. Relocation Benefits. Failure to make any payments requested by Lender pursuant to Section 4.13, above.

A. Terminate this City HOME-ARP Loan Agreement, in which event the entire principal amount outstanding and all interest under the City HOME-ARP Promissory Note, as well as any other monies advanced to Borrower by Lender under the City HOME-ARP Loan Documents, including, but not limited to, administrative costs and relocation benefits described in Section 4.13, above, shall immediately become due and payable by Borrower 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 City HOME-ARP Loan Documents, and/or (2) enjoining, abating, or preventing any violation of said terms and conditions, and/or (3) seeking declaratory relief; 1102
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C. Accelerate the City HOME-ARP Loan, and demand immediate full payment of the principal amount outstanding and all interest under the City HOME-ARP Promissory Note, as well as any other monies advanced to Borrower by Lender under the City HOME-ARP Loan Documents plus associated amounts due, such as relocation benefits described in Section 4.13, above; D. Enter the Property and take any actions necessary in Lender’s judgment to complete construction of the Project, including without limitation (1) making changes in the construction work as described in the Budget 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 construction as needed to preserve Lender’s interest in seeing the Project developed 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 construction work and demand that any condition leading to the Event of Default be corrected before construction work may continue; G. Disburse from City HOME-ARP 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 the assignment of rents in the City HOME-ARP Loan Deed of Trust and apply them to operate the Property or to pay off the City HOME-ARP Loan or any advances made under the City HOME-ARP Loan Documents, as provided for by the City HOME-ARP Loan 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 City HOME-ARP Loan 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 8.3 is intended or shall be construed as precluding Lender from proceeding with a nonjudicial foreclosure under the power of sale contained in the City HOME-ARP Loan Deed of Trust in the Event of Default by Borrower and failure to cure, if applicable, as provided in Section 8.2, above.

8.4 LIMITED PARTNER CURE RIGHTS. In addition to the provisions of Section 9.20 below, the City agrees to provide any Tax Credit Investor of Borrower who has requested written notice from the City, a duplicate copy of all notices of default that the City may give to or serve in writing upon Borrower pursuant to the terms of the City HOME-ARP Loan Documents, at the address provided to the City, provided, the City shall have no liability to the Tax Credit Investor for its failure to do so. The Tax Credit Investor shall have the right, but not the obligation, to cure any Event of Default of Borrower set forth in such notice, during any applicable cure period described in the City HOME-ARP Loan Documents, and the City will accept tender of such cure as if delivered by Borrower. If the Tax Credit Investor is unable to cure a default because Borrower's general partner is in bankruptcy and/or because the cure requires removal of the general partner of Borrower and the Tax Credit Investor is proceeding diligently to remove the general partner of Borrower in order to effect a cure of the Default, the cure period will be extended for such reasonable time as is necessary for the Tax Credit Investor to effect a cure of the Default, but in no event longer than sixty (60) days after the date of receipt by the Tax Credit Investor of written notice of the default.

ARTICLE 9 GENERAL PROVISIONS

9.3 MONITORING AND EVALUATION. Except as otherwise provided for in this City HOME-ARP Loan Agreement, Borrower shall maintain and submit records to Lender, within ten (10) business days of Lender’s request for the same, which clearly document Borrower’s performance under each requirement under the City HOME-ARP Loan Documents.

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 1104
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respect to the activities funded pursuant to this City HOME-ARP Loan Agreement or who is in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during, or at any time after, such person’s tenure. The Borrower shall exercise due diligence to ensure that the prohibition in this Section 9.3 is followed.

9.6 TERM OF THIS AGREEMENT. The Term of this City HOME-ARP Loan Agreement shall commence as of the Effective Date, and shall remain in full force and effect for 55 years from the date of recordation of a notice of completion.

9.9 TIME. Time is of the essence in this City HOME-ARP Loan Agreement and the other City HOME-ARP Loan Documents.

9.11 NOTICES, DEMANDS AND COMMUNICATIONS. Formal notices, demands and communications between Borrower and Lender shall be sufficiently given if, and shall not be deemed given unless, dispatched by registered or certified United States Postal Service mail, postage prepaid, return 1105
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receipt requested, or delivered personally, to the respective principal offices of Borrower and Lender as follows:

LENDER: City of Oxnard
Housing Department
435 South D Street
Oxnard, CA 930301
Attn: Housing Director
With copy to: City of Oxnard
Office of the City Attorney
305 West Third Street
Oxnard, CA 93030
Attn: City Attorney
BORROWER: Aspire Apartments LP
1259 E. Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Attn: Rick Schroeder, President and CEO
With copy to: Goldfarb & Lipman LLP
1300 Clay Street
Eleventh Floor
Oakland, CA 94612
Attn: Lynn Hutchins
And with copies to: Lenders and Tax Credit Investor as requested by Borrower in writing

9.21 TAX CREDIT INVESTOR RIGHTS. The City agrees to the following provisions for the benefit of the Tax Credit Investor:
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A. The City will give the Tax Credit Investor a copy of any written notice hat the City gives to Borrower under this City HOME-ARP Loan Agreement and the other City HOME-ARP Loan Documents;
B. The City will give the Tax Credit Investor ten (10) days after its receipt of such notice to cure a non-payment of any sum due under the City HOME-ARP Loan Documents;
C. The City will give the Tax Credit Investor thirty (30) days after the Tax Credit Investor's receipt of such notice to cure any other default under this City HOME-ARP Loan Agreement and other City HOME-ARP Loan Documents;
D. If a default is incapable of being cured within thirty (30) days, the City will give the Tax Credit Investor sixty (60) days to cure such default provided the Tax Credit Investor has commenced to cure such default and is diligently proceeding to cure such default through the end of such period;
E. If the Tax Credit Investor makes any such payment or otherwise cures such default, the City will accept such action as curing such Event of Default as if such payment or cure were made by Borrower;
F. The City will permit insurance and condemnation proceeds to be used to rebuild the Project provided that: (1) sufficient funds are provided from other sources to effectively rebuild the Project to a lawful multifamily housing complex, and (2) subject to rights of Senior Lenders, the City shall hold all such proceeds and disburse them based on the progress of construction, subject to such additional reasonable conditions as the City may impose.

9.21 EXHIBITS. For avoidance of doubt the following Exhibits are attached hereto and incorporated herein by this reference:

Exhibit A: Legal Description of the Property
Exhibit B: Sources and Uses/Budget Operating Proforma/Disbursement Schedule Exhibit C: Insurance Provisions
Exhibit D: Qualifying Populations
Exhibit E: Quarterly Report
Exhibit F: Expenditure Summary Payment Request (ESPR)
Exhibit G: Schedule of Performance
Exhibit H: Rental Set Up and Completion Form
Exhibit I: Tenant Selection Plan
[Signatures appear on the following pages. No further text appears here.] 1108
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WHEREAS, this Agreement has been entered into by the undersigned as of the Effective Date.

BORROWER:

Aspire Apartments LP, a California limited partnership
By: Aspire Apartments LLC, a California limited liability company, Its: Managing General Partner
By: Many Mansions, a California Nonprofit Corporation, a California nonprofit public benefit corporation,
Its: Sole member and manager
By: _______________________________ _________________
Rick Schroeder, Date
President and Chief Executive Officer
[Signature Page Continues]
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CITY:

CITY OF OXNARD
By: _______________________________ ________________
Brenda Lopez Date
Housing Director
APPROVED AS TO FORM:

By: _______________________________ ________________
Stephen M. Fischer Date
City Attorney
APPROVED AS TO INSURANCE:

By: _______________________________ ________________
Lauren Bueling Date
Risk Manager
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EXHIBIT A

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

PARCEL ONE:

Lots 1, 2, 3, 4 and 5 in Block “A” of the Rice Tract, in the City of Oxnard, County of Ventura, State of California, as shown on a map recorded in Book 1A, Page 34 of Maps, in the Office of the County Recorder of said Ventura County.

APN’s: 201-0-213-080 and 201-0-213-090
PARCEL TWO:

Lot 6 in Block “A” of the Rice Tract, in the City of Oxnard, County of Ventura, State of California, as shown on a map recorded in Book 1A, Page 34 of Maps, in the Office of the County Recorder of said Ventura County.

APN: 201-0-213-100
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EXHIBIT B

SOURCES AND USES/BUDGET OPERATING PROFORMA/DISBURSEMENT SCHEDULE [SOURCES AND USES/BUDGET OPERATING PROFORMA TO BE INCLUDED IN FINAL EXECUTED AGREEMENT]

Eligible Loan Costs: HOME-ARP eligible hard and soft construction costs. 1112
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EXHIBIT C

INSURANCE PROVISIONS
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1115
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EXHIBIT D

QUALIFYING POPULATIONS
IV. QUALIFYING POPULATIONS, TARGETING AND PREFERENCES
ARP requires that funds be used to primarily benefit individuals and families in the following specified “qualifying populations.” Any individual or family who meets the criteria for these populations is eligible to receive assistance or services funded through HOME-ARP without meeting additional criteria (e.g., additional income criteria). All income calculations to meet income criteria of a qualifying population or required for income determinations in HOME-ARP eligible activities must use the Annual Income definition in 24 CFR 5.609 in accordance with the requirements of 24 CFR 92.203(a)(1).

A. Qualifying Populations

1. Homeless, as defined in 24 CFR 91.5 Homeless (1), (2), or (3):
(1) An individual or family who lacks a fixed, regular, and adequate nighttime residence, meaning:
(i) An individual or family with a primary nighttime residence that is a public or private place not designed for or ordinarily used as a regular sleeping accommodation for human beings, including a car, park, abandoned building, bus or train station, airport, or camping ground; (ii) An individual or family living in a supervised publicly or privately operated shelter designated to provide temporary living arrangements (including congregate shelters, transitional housing, and hotels and motels paid for by charitable organizations or by federal, state, or local government programs for lowincome individuals); or (iii) An individual who is exiting an institution where he or she resided for 90 days or less and who resided in an emergency shelter or place not meant for human habitation immediately before entering that institution;
(2) An individual or family who will imminently lose their primary nighttime residence, provided that:
(i) The primary nighttime residence will be lost within 14 days of the date of application for homeless assistance;
(ii) No subsequent residence has been identified; and
(iii) The individual or family lacks the resources or support networks, e.g., family, friends, faith-based or other social networks needed to obtain other permanent housing; (3) Unaccompanied youth under 25 years of age, or families with children and youth, who do not otherwise qualify as homeless under this definition, but who:
(i) Are defined as homeless under section 387 of the Runaway and Homeless Youth Act (42 U.S.C. 5732a), section 637 of the Head Start Act (42 U.S.C. 9832), section 41403 of the Violence Against Women Act of 1994 (42 U.S.C. 14043e-2), section 330(h) of the Public Health Service Act (42 U.S.C. 254b(h)), section 3 of the Food and Nutrition Act of 2008 (7 U.S.C. 2012), section 17(b) of the Child Nutrition Act of 1966 (42 U.S.C. 1786(b)), or section 725 of the McKinney-Vento Homeless Assistance Act (42 U.S.C. 11434a); (ii) Have not had a lease, ownership interest, or occupancy agreement in permanent housing at any time during the 60 days immediately preceding the date of application for homeless assistance; (iii) Have experienced persistent instability as measured by two moves or more during the 60-day period immediately preceding the date of applying for homeless assistance; and (iv) Can be expected to continue in such status for an extended period of time because of chronic disabilities, chronic physical health or mental health conditions, substance addiction, histories of domestic violence or childhood abuse (including neglect), the presence of a child or youth with a disability, or two or more barriers to employment, which include the lack of a high school degree or General Education Development 1118
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(GED), illiteracy, low English proficiency, a history of incarceration or detention for criminal activity, and a history of unstable employment;

2. At risk of Homelessness, as defined in 24 CFR 91.5 At risk of homelessness:
(1) An individual or family who:
(i) Has an Annual Income below 30 percent of median family income for the area, as determined by HUD; (ii) Does not have sufficient resources or support networks, e.g., family, friends, faith-based or other social networks, immediately available to prevent them from moving to an emergency shelter or another place described in paragraph (1) of the “Homeless” definition in this section; and (iii) Meets one of the following conditions:
(A) Has moved because of economic reasons two or more times during the 60 days immediately preceding the application for homelessness prevention assistance; (B) Is living in the home of another because of economic hardship; (C) Has been notified in writing that their right to occupy their current housing or living situation will be terminated within 21 days after the date of application for assistance; (D) Lives in a hotel or motel and the cost of the hotel or motel stay is not paid by charitable organizations or by federal, State, or local government programs for low-income individuals; (E) Lives in a single-room occupancy or efficiency apartment unit in which there reside more than two persons or lives in a larger housing unit in which there reside more than 1.5 people per room, as defined by the U.S. Census Bureau;
(F) Is exiting a publicly funded institution, or system of care (such as a health-care facility, a mental health facility, foster care or other youth facility, or correction program or institution); or (G) Otherwise lives in housing that has characteristics associated with instability and an increased risk of homelessness, as identified in the recipient's approved consolidated plan; (2) A child or youth who does not qualify as “homeless” under this section, but qualifies as “homeless” under section 387(3) of the Runaway and Homeless Youth Act (42 U.S.C. 5732a(3)), section 637(11) of the Head Start Act (42 U.S.C. 9832(11)), section 41403(6) of the Violence Against Women Act of 1994 (42 U.S.C. 14043e-2(6)), section 330(h)(5)(A) of the Public Health Service Act (42 U.S.C. 254b(h)(5)(A)), section 3(l) of the Food and Nutrition Act of 2008 (7 U.S.C. 2012(l)), or section 17(b)(15) of the Child Nutrition Act of 1966 (42 U.S.C. 1786(b)(15)); or
(3) A child or youth who does not qualify as “homeless” under this section but qualifies as “homeless” under section 725(2) of the McKinney-Vento Homeless Assistance Act (42) U.S.C. 11434a(2)), and the parent(s) or guardian(s) of that child or youth if living with her or him.

3. Fleeing, or Attempting to Flee, Domestic Violence, Dating Violence, Sexual Assault, Stalking, or Human Trafficking, as defined by HUD.

For HOME-ARP, this population includes any individual or family who is fleeing, or is attempting to flee, domestic violence, dating violence, sexual assault, stalking, or human trafficking. This population includes cases where an individual or family reasonably believes that there is a threat of imminent harm from further violence due to dangerous or life-threatening conditions that relate to violence against the individual or a family member, including a child, that has either taken place within the individual’s or family’s primary nighttime residence or has made the individual or family afraid to return or remain within the same dwelling unit. In the case of sexual assault, this also includes cases where an individual reasonably believes there is a threat of imminent harm from further violence if the individual remains within the same dwelling unit 1119
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that the individual is currently occupying, or the sexual assault occurred on the premises during the 90-day period preceding the date of the request for transfer.

Sexual assault which is defined in 24 CFR 5.2003 means any nonconsensual sexual act proscribed by Federal, Tribal, or State law, including when the victim lacks capacity to consent.

4. Other Populations where providing supportive services or assistance under section 212(a) of NAHA (42 U.S.C. 12742(a)) would prevent the family’s homelessness or would serve those with the greatest risk of housing instability. HUD defines these populations as individuals and households who do not qualify under any of the populations above but meet one of the following criteria:
(1) Other Families Requiring Services or Housing Assistance to Prevent Homelessness is defined as households (i.e., individuals and families) who have previously been qualified as “homeless” as defined in 24 CFR 91.5, are currently housed due to temporary or emergency assistance, including financial assistance, services, temporary rental assistance or some type of other assistance to allow the household to be housed, and who need additional housing assistance or supportive services to avoid a return to homelessness. 1120
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(2) At Greatest Risk of Housing Instability is defined as household who meets either paragraph (i) or (ii) below:
(i) has Annual Income that is less than or equal to 30% of the area median income, as determined by HUD and is experiencing severe cost burden (i.e., is paying more than 50% of monthly household income toward housing costs)
(ii) has Annual Income that is less than or equal to 50% of the area median income, as determined by HUD, AND meets one of the following conditions from paragraph (iii) of the “At risk of homelessness” definition established at 24 CFR 91.5:
(A)Has moved because of economic reasons two or more times during the 60 days immediately preceding the application for homelessness prevention assistance; (B) Is living in the home of another because of economic hardship; (C)Has been notified in writing that their right to occupy their current housing or living situation will be terminated within 21 days after the date of application for assistance; (D) Lives in a hotel or motel and the cost of the hotel or motel stay is not paid by charitable organizations or by Federal, State, or local government programs for low-income individuals; (E) Lives in a single-room occupancy or efficiency apartment unit in which there reside more than two persons or lives in a larger housing unit in which there reside more than 1.5 persons reside per room, as defined by the U.S. Census Bureau;
(F) Is exiting a publicly funded institution, or system of care (such as a health-care facility, a mental health facility, foster care or other youth facility, or correction program or institution); or (G)Otherwise lives in housing that has characteristics associated with instability and an increased risk of homelessness, as identified in the recipient's approved consolidated plan.

Veterans and Families that include a Veteran Family Member that meet the criteria for one of the qualifying populations described above are eligible to receive HOME-ARP assistance. 1121
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EXHIBIT E

QUARTERLY REPORT
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*This form included in this Exhibit F may be amended from time to time by the City. 1124
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EXHIBIT F

EXPENDITURE SUMMARY PAYMENT REQUEST (ESPR)
This form included in this Exhibit G may be amended from time to time by the City. 1125
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EXHIBIT G

SCHEDULE OF PERFORMANCE
Milestone Date
Obtain approval of Major Downtown Design Review Permit
(DDRP), Density Bonus Permit (Density Bonus Permit), and Lot Merger to allow for the construction of a 5-story, 88-unit mixed-use apartment building, located at 536-538 Meta Street (APNs: 201-0- 213-080; 090; & 100)
Complete
Obtain NEPA and CEQA Environmental Clearance Complete
Receive City HOME-ARP Funding Commitment. 2nd Quarter 2026 Insurance. Borrower shall furnish or cause to be furnished appropriate certificates of insurance and/or endorsements to City which meet all requirements of the Agreement.
3rd Quarter 2026
As a condition precedent to
the close of escrow and
execution of City HOMEARP Loan Documents.

Submittal of Agreement. Borrower shall execute and submit the City HOME-ARP Loan Agreement Loan Documents to City’s
Housing Director for approval and execution.
3rd Quarter of 2026
At least Ten (10) days prior
to close of escrow.

Deposit of Documents to Escrow. City and Borrower shall deliver HOME-ARP Loan Regulatory Agreement and City HOME-ARP
Loan Deed of Trust for recordation, for recordation in this order. 3rd Quarter of 2026
Not fewer than one (1)
calendar day prior to close
of Escrow.

City Form Submission. Borrower shall submit Rental Set Up and Completion Form to City Staff prior to close of construction financing.
2nd Quarter 2026
Prior to close of
construction financing.

City Approval/Disapproval of Exceptions. City shall provide Developer with written notification of City’s approval or disapproval of the exception(s) set forth in the preliminary report for the Properties.
2nd Quarter 2026
As a condition precedent to
the close of escrow
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1650\39\4183568.3 EXHIBIT G
Close of Escrow and Construction Financing. (All aforementioned milestones must occur prior to close of construction financing). 3rdQuarter 2026
Within five (5) days of
notification by City to
Escrow Holder that all
Conditions Precedent are
satisfied and/or waived
Begin Construction Within 60 days of close of
construction financing.

Quarterly Report. Submit Quarterly Report on Construction Progress by Borrower.

Quarterly following
commencement of
construction.

Within 6 months of
construction completion
For the purposes of this Schedule of Performance, the commencement date is the Effective Date of the City HOME-ARP Loan Agreement. The 1st quarter refers to the period of January through March, the 2nd quarter refers to the period of April through June, the 3rd quarter refers to the period of July through September, the 4th quarter refers to the period of October through December. The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing between Borrower and the Housing Director, and Housing Director is authorized on behalf of City to agree to make such revisions as they deem reasonably necessary. The Housing Director, in their sole discretion, may elect to bring to the City Council for consideration and action any modifications to this Schedule of Performance. It is understood that the Schedule of Performance is subject to all of the terms and conditions set forth in the text of the Agreement. The summary of the items of performance in the Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any inconsistency between the Schedule of Performance and the text of the Agreement, the text shall govern. In the event the Housing Director deems it necessary to bring to City Council for consideration one or more modifications to this Schedule of Performance, the discretion to do so is expressly reserved by the Housing Director. 1127
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1650\39\4183568.3 EXHIBIT H

EXHIBIT H

RENTAL SET UP AND COMPLETION FORM
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1650\39\4183568.3 EXHIBIT I

EXHIBIT I

CITY HOME-ARP LOAN

PROMISSORY NOTE
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Note Page 1 536-538 Meta Street City of Oxnard
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CITY HOME-ARP PROMISSORY NOTE

ASPIRE APARTMENTS LP
Oxnard, California
$1,200,000 May , 2026
FOR VALUE RECEIVED, Aspire Apartments LP, a California limited partnership (“Borrower”), whose address is 1259 E. Thousand Oaks Blvd., Thousand Oaks, CA 91362, hereby promises to pay to the order of the City of Oxnard, a municipal corporation (“Lender”), whose address is 435 South D Street, Oxnard, California 93030, the principal amount equal to One Million Two Hundred Thousand Dollars ($1,200,000), or so much thereof as may be advanced by Lender to Borrower, together with interest thereon, as set forth below.

1. PURPOSE. In order to assist Borrower to construct eighty-seven (87) units of affordable housing and one (1) unrestricted manager’s unit located at 536-538 Meta Street, Oxnard, California 93030 (“Project”), Lender has agreed to loan the amount of One Million Two-Hundred Thousand Dollars ($1,200,000), which funds are derived from funds (“HOME-ARP Funds”) received by the Lender from the United States Department of Housing and Urban Development (“HUD”) through the HOME Investment Partnerships Program, under the American Rescue Plan (“HOME-ARP”).

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 Loan Agreement and Note.

Interest is not compounding.

5. AMOUNT AND TIME OF PAYMENT. The principal and interest of the Loan shall 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 Borrower 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 Borrower or, a Lender approved affiliate thereof, or except for Permitted Transfers as set forth in the Loan Agreement, or (c) Borrower has failed to commence construction as set forth in Article 4 of the Loan Agreement, or (d) an event of default by Borrower, as defined in Section 8.1 of the Loan Agreement, which has not been cured as provided for in Sections 8.2 or 8.4 of the Loan Agreement. Annual loan payments on the Loan shall be made in accordance with Section 7 hereof. In the event of default by Borrower, as defined in Section 8.1 1133
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of the Loan Agreement, which has not been cured as provided for in Sections 8.2 and 8.4 of the Loan Agreement, the principal and all current and accrued interest shall be due and payable in accordance with Section 9 of this Note. See also Section 8.2 Lender’s Remedies in the Loan Agreement. In any event, the principal and all current and accrued interest shall be due and payable no later than 55 years from the date of recordation of the notice of completion issued for the Project.

6. DEFINITIONS. Unless otherwise defined, all capitalized terms in this Note shall have the definition ascribed to such terms in the Loan Agreement.

7. PAYMENTS. All principal and current and accrued interest shall be due and payable in accordance with the terms set forth in Section 5. Commencing on July 1st of the first year after the City's issuance of a Certificate of Completion for the Project and on July 1st of each year thereafter through the Loan Agreement term, the Borrower shall submit its Annual Financial Statement to Lender 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. Borrower shall make annual payments on the City HOME-ARP Loan as follows: (i) while the loan to Borrower from the Affordable Housing and Sustainable Communities (AHSC) Program for affordable housing development in the amount of $25,000,000 (“AHSC AHD Loan”) is made and outstanding, an amount equal to ten and thirty-six hundredths (10.36%) of the Lenders' Share of Residual Receipts (50.00%) for the previous calendar year; and (ii) if the AHSC AHD Loan is not made or at such time as the AHSC AHD Loan has been fully satisfied, Lenders' Share (50%) of Residual Receipts for the previous calendar year, each, an annual payment. Notwithstanding anything herein to the contrary, in allocation of the pay down of the City HOME-ARP Loan and the loans from the City made concurrently herewith under the HOME Investment Partnerships Act Program in the original principal amount of One Million Dollars ($1,000,000) ("City HOME Loan") and the Community Development Block Grant Program in the original principal amount of Six Hundred and Eighty-Nine Thousand Six Hundred Fifty-Nine Dollars ($689,659) ("City CDBG Loan"), the priority of repayment shall be first repayment in full of the City HOME-ARP Loan, then repayment in full of the City HOME Loan, and thereafter repayment in full of the City CDBG Loan. Lender shall review and approve the percentage amount to be paid by Borrower and the Annual Financial Statement, or request revisions, within sixty (60) days after receipt. In the event Lender 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 Lender 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. In the event that Lender determines that there is an understatement in the amount and payment of Residual Receipts due to Lender, Borrower shall promptly pay to Lender such understatement, but in any event, within twenty (20) days of notice of such understatement. In the event that Lender determines that there is an overpayment in the amount and payment of Residual Receipts due to Lender, Lender shall promptly pay to Borrower the amount of overpayment, but in any event, within twenty (20) days of such determination. If contested, Borrower has the right to pay under protest. Any payments made by Borrower pursuant to this Section shall be applied first to pay current annual interest due, if any, then the cumulative interest owed, if any, then to reduce the principal amount of the Loan. In any event all principal owed and all current and accrued interest of the Loan, if any, shall be due and payable as provided in Section 5 above.

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

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 Lender required under this Note shall not be unreasonably withheld or delayed.

BORROWER: Aspire Apartments LP
1259 E. Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Attn: CEO and President
With copy to: Goldfarb & Lipman LLP
1300 Clay Street
Eleventh Floor
Oakland, CA 94612
Attn: Lynn Hutchins
With copy to: Borrower's lenders and investor upon written request from Borrower [alternatively can provide upon selection of
lender/investor]

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 Borrower and Lender. 1135
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18. TIME. Time is of the essence in this Note.

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.

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

22. LOAN AGREEMENT CONTROLS. In the event that any provisions of this Note and the Loan Agreement conflict, the terms of the Loan Agreement shall control. 1136
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(signature appears on following page)
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Note Page S-1 536-538 Meta StreetCity of Oxnard
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BORROWER:

ASPIRE APARTMENTS LP, a California limited partnership
By: Aspire Apartments LLC, a California limited liability company,
Its: Managing General Partner
By: Many Mansions, a California Nonprofit Corporation, a California nonprofit public benefit corporation,
Its: Sole Member and Manager

By: _______________________________ _____________
Rick Schroeder, Date
President and Chief Executive Officer

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CITY HOME-ARP LOAN

REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS 1139
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A. Agreement # 32600398

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: APN: 201-0-213-080, 201-0-213-090,
and 201-0-213-100
SPACE ABOVE THIS LINE FOR RECORDER’S USE

CITY HOME-ARP LOAN REGULATORY AGREEMENT AND

DECLARATION OF RESTRICTIVE COVENANTS
This City HOME-ARP Loan Regulatory Agreement and Declaration of Restrictive Covenants (this “Agreement”) is made as of this day of , 2026 (the "Effective Date"), by and between the City of Oxnard, a municipal corporation (the “Lender”), and Aspire Apartments LP, a California limited partnership (the “Owner”).

B. There is a need to expand affordable rental housing to homeless persons, and to promote projects that combine supportive services with housing, as documented in the City of Oxnard HOME-ARP Allocation Plan.

C. The Owner owns a parcel of real property located 536 – 538 Meta Street, Oxnard, California 93030, as more particularly described in Exhibit A (the “Property”) upon which the Owner intends to construct eighty-eight (88) units of affordable housing, inclusive of one (1) two-bedroom manager’s unit (the “Project”). The City HOME-ARP Loan (as defined below) is being made to finance the development and construction costs for the Project. The Project will increase the supply of affordable rental housing in the City of Oxnard. Due to the assistance provided to Owner pursuant to this Agreement, the City has designated five (5) units as HOMEARP-Assisted Unit (each such unit a "HOME-ARP-Assisted Unit"), which Units are fixed Units as defined in 24 C.F.R. 92.252(j). The HOME-ARP Assisted Units are required to include five (5) one-bedroom Units. The Parties reasonably expect that construction and development of the Project will commence within sixty (60) days of the close of construction financing, but in no event shall construction begin later than twelve (12) months from execution of the City HOMEARP Loan Agreement. 1140
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D. Under the American Rescue Plan Act of 2021 (“ARP”), signed into law by President Biden on March 11, 2021 (Public Law 117-2), Lender has been awarded Home Investment Partnerships Program funds (“HOME-ARP Funds”) from the United States Department of Housing and Urban Development (“HUD”), pursuant to the Cranston-Gonzales National Affordable Housing Act of 1990, for the purpose of expanding the supply of decent, safe, sanitary and affordable housing for low-income persons and families.

E. Owner and City have executed a City HOME-ARP Loan Agreement (“City HOME-ARP Loan Agreement”) in the amount of One Million Two-Hundred Thousand Dollars ($1,200,000) in HOME-ARP funds (“City HOME-ARP Loan”) for construction of the Project as allowed, which funds are subject to HOME-ARP regulations set forth in the October 10, 2021 Federal Register Notice (86 FR 56764), Waivers and Alternative Requirements for Implementation of the HOME American Rescue Plan (HOME-ARP) Program.

1.1 “ANNUAL INCOME” means the definition of Annual Income as more particularly defined at 24 CFR 5.609.

1.2 “AREA MEDIAN INCOME” or “AMI” means the area median income for Ventura County Metropolitan Statistical Area as determined from time to time by HUD and published by HCD, adjusted for family size.

1.2 “COORDINATED ENTRY SYSTEM” means the information system utilized by Lender under the Ventura County Continuum of Care Alliance for coordinating, prioritizing and insuring to the greatest extent possible non-duplication of homeless programs and services, which accordingly identifies the most vulnerable homeless persons and households and serves as basis to inform priority provision of Units to Qualifying Populations as defined in Section 1.18 herein.
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1.5 “CITY HOME-ARP LOAN AGREEMENT” is the loan agreement executed by and between the Owner and the Lender, setting forth the terms and conditions governing the City HOME-ARP Loan.

1.6 “CITY HOME-ARP LOAN DEED OF TRUST” means that certain deed of trust with assignment of rents placed on the Property to be constructed thereon as security for the City HOME-ARP Loan with the Owner as trustor and the Lender as beneficiary, as well as any amendments to, modifications of, and restatements of said deed of trust.

1.8 “CITY HOME-ARP LOAN NOTE” means the City HOME-ARP Promissory Note executed by the Owner in favor of the Lender in the amount of One Million Two Hundred Thousand Dollars ($1,200,000) evidencing the City HOME-ARP Loan, which is secured by the City HOME-ARP Loan Deed of Trust, as well as any amendments to, modifications of, or restatements of said promissory note.

1.9 “CLOSING DATE” means the date of execution and delivery of this Agreement.

1.9 “HOME-ARP-ASSISTED UNIT” means any of the five (5) one-bedroom Units on the Property designated by the Owner as a “fixed” HOME-ARP Assisted Unit with restricted occupancy and rents pursuant to and subject to the requirements of this Agreement, which must be occupied by Qualifying Households. A Unit shall not be considered a HOME-ARP-Assisted Unit until such Unit has been constructed and made available for occupancy.

1.10 “LENDER” is the City of Oxnard, a municipal corporation, and its authorized representatives, officers, officials, directors, employees, and agents.

1.11 “LOW-INCOME HOUSEHOLD” means a household, as defined in 24 CFR

92.2 as a "Low-income family."

1.12 “OWNER” means Aspire Apartments LP, a California limited partnership.

1.13 “PROJECT” means the construction, operation and management of the Property and the improvements to be constructed thereon according to the terms of the City HOME Loan Agreement.
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1.14 “PROPERTY” means the real property located at 536 – 538 Meta Street, Oxnard, California 93030, as more particularly described in Exhibit A attached hereto and incorporated herein, including the improvements constructed thereon pursuant to the City HOME Loan Agreement.

1.15 “QUALIFYING HOUSEHOLD” means a household that qualifies as meeting the definition of a Qualifying Population pursuant to the October 10, 2021, Federal Register Notice 86 FR 56764, Waivers and Alternative Requirements for Implementation of the HOME American Rescue Plan (HOME-ARP) Program.

1.16 “QUALIFYING POPULATION” means a household that qualifies for priority consideration and preference for an Assisted Unit pursuant to HUD CPD Notice 21-10, Section IV, “Qualifying Populations, Targeting and Preferences”. Qualifying Populations are identified broadly as individuals and families who are: 1) Homeless (as defined at 24 CFR 91.5); 2) At Risk of Homelessness (as defined at 24 CFR 91.5); 3) Fleeing or Attempting to Flee, Domestic Violence, Dating Violence, Sexual Assault, Stalking, or Human Trafficking (as defined by HUD); and 4) “Other Populations,” where providing supportive services or assistance under Section 212(a) of the National Affordable Housing Act (NAHA) (42 U.S.C 12742(a)), would prevent the family’s homelessness or would serve those with the greatest risk of housing instability. A more detailed and specific description of Qualifying Populations, as set forth in HUD CPD Notice 21-10, is excerpted and included herein as Exhibit B.

1.17 “QUALIFYING RENT” means that the rental charges for Units reserved for occupancy by low-income households must comply with the rent limitations in 24 CFR

92.252(a) (i.e., the lesser of the Fair Market Rent for existing housing for comparable units in the area, as established by HUD, or for Very Low-Income Households, 30% of the adjusted income of a household whose annual income is equal to or less than 50% of the median income for the area with adjustments for number of bedrooms in the unit. In accordance with 24 CFR

92.252(b). If the Tenant of a HOME-ARP-Assisted Unit pays for utilities and services (excluding telephone, television and Internet services), then the Qualifying Rent shall be reduced by the maximum monthly allowance for utilities and services using the annual Oxnard Housing Authority Utility Allowance, or other annual utility schedule as determined by the City of Oxnard and/or HUD, if applicable. A household that was a Qualifying Household at initial occupancy and whose annual income at the time of income re-certification is above 80% AMI must pay the lesser of the Fair Market Rent for existing housing for comparable units in the area, as established by HUD, or a rent equal to 30 percent (30%) of the household’s adjusted income.

1.18 “PROJECT COMPLETION” means that all necessary title transfer requirements and construction work for the Project have been performed; the Project complies with the requirements of 24 CFR Part 92 (including, but not limited to, the property standards under § 92.251); the final drawdown of HOME-ARP funds has been disbursed for the Project; and the Project completion information, as described in Section 1.30 of the HOME-ARP Loan Agreement, has been provided to the City by Owner and entered into the Integrated Disbursement and Information System (IDIS) established by HUD, except that with respect to rental housing Project completion, for the purposes of § 92.502(d), Project completion occurs upon completion of construction and before occupancy. Upon receipt, Owner shall provide 1143
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Lender with a copy of the Project’s Certificate of Occupancy and Notice of Completion. Project Completion shall in no event be extended beyond four (4) years from the Effective Date of this Agreement.

1.19 “TENANT” means a household meeting the definition of a “Qualifying Household” and occupying a HOME-ARP Assisted Unit.

1.20 “TERM” means collectively the period of time during which the HOME Assisted Units must meet the affordability requirements imposed under the HOME Program, commencing upon Project Completion date in the Integrated Disbursement and Information System (IDIS) established by HUD, in conformance with 24 CFR 92.2 and 24 CFR 92.252(e) for a period of twenty (20) years after the later to occur of Project Completion Date and the date of the recordation of Notice of Completion and the City extended affordability period, which begins at the end of the initial twenty (20) year period and extends for an additional thirty-five (35) years for a total term of fifty-five (55) years from the date of the recordation of the notice of completion.”

1.21 “UNIT” means a housing unit in the Project.

1.22 “VERY LOW-INCOME HOUSEHOLD” means a household, as defined in 24 CFR 92.2, whose annual income does not exceed fifty percent (50%) of the Area Median Income, with adjustments for household size as defined by HUD at 24 CFR Part 92 as "Very low-income families."

2. TERM AND COMPLIANCE

2.3 COMPLIANCE WITH PROGRAM REQUIREMENTS. The Owner shall comply with all requirements imposed on projects assisted under the HOME-ARP Program in effect on the date the City HOME-ARP Loan is executed by all parties, and as may be amended from time to time.

3. PROJECT OCCUPANCY AND RENTS

3.1 OCCUPANCY OF PROJECT. A total of five (5) Units in the Project shall be designated as HOME-ARP-Assisted. Each HOME-ARP-Assisted Unit must be occupied or reserved for occupancy by Qualifying Household(s).
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3.2 HOME-ARP-ASSISTED UNITS. The Owner shall limit for the full Term of this Agreement the rental of five (5) HOME-ARP-Assisted Unit(s) to Qualifying Households at Qualifying Rents that do not exceed the maximum rental charges for each HOME-ARP-Assisted Unit as set forth in Section 1.17 and 3.4 herein. The HOME-ARP-Assisted Unit(s) shall be designated as “fixed” so the HOME-ARP-Assisted Unit(s) may change over time as long as the total number and type of HOME-ARP-Assisted Units in the Project remains constant at all times during the Term.

The HOME-ARP-Assisted Unit(s) shall meet the following standards:

3.4 MAXIMUM RENTAL CHARGES.

A. Maximum rental charges for the HOME-ARP-Assisted Units shall not exceed the Qualifying Rent as defined above in Section 1.17, this Section 3.4, and Section 3.6 of this Agreement.

B. The Qualifying Rent for each HOME-ARP-Assisted Unit shall be set by the Lender at the time of initial occupancy of the Project. Annual increases in Qualifying Rents shall be calculated based on rent amounts published annually by HUD. At least sixty (60) calendar days prior to increasing Qualifying Rents on any HOME-ARP-Assisted Unit on the Project, Owner shall submit to the Lender for review and approval a written request for such increase.

Tenants of HOME-ARP-Assisted Units shall be given at least thirty (30) days written notice 1145
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prior to any increase in Qualifying Rents, consistent with state law. Lender shall approve such request if the increased Qualifying Rents will comply with all applicable HOME-ARP Program requirements.

3.4.1 OCCUPANCY DEADLINES. Owner shall ensure that each HOME-ARPAssisted Unit is occupied by an eligible tenant in accordance with the deadlines for occupancy set forth at CPD 21-10 Section VI(B)(21). Eligible tenants shall occupy each HOME-ARPAssisted Unit within six (6) months from Project Completion, as defined in this Agreement. In the event that any HOME-ARP-Assisted Unit is not occupied by a Qualifying Populations as of the Occupancy Deadline (“HOME-ARP-Assisted Unit Vacancy”), Owner may cure such breach by (i) providing to Lender within five (5) days after the Occupancy Deadline written notice of each such HOME-ARP-Assisted Unit Vacancy, (ii) providing to Lender within ten (10) days after the Occupancy Deadline a detailed record of Owner’s marketing efforts with respect to the Project and the HOME-ARPAssisted Units, and (iii) comply with all of Lender’s requests for additional information pertaining to such marketing efforts.

In the event that any HOME-ARP-Assisted Unit is not occupied by a Qualifying Population household, within eleven (11) months after the date of Project Completion, such occurrence shall constitute an Event of Default by Owner hereunder. On or before the date that is three (3) days after the last day of the eleventh (11th) month after the date of Project Completion, Owner shall provide to Lender written notice of each such HOME-ARP-Assisted Unit Vacancy. Within five (5) days of receipt of such notice of HOME-ARP-Assisted Unit Vacancy from Owner, Lender shall give written notice to Owner of such Event of Default in accordance with Section 6.2, below, and Owner shall have the opportunity to cure such Event of Default before the last day of the twelfth (12th) month after the date of Project Completion.

3.5 INCOME CERTIFICATION.

The Annual Income levels and other qualifications of applicants for HOME-ARP-Assisted Units shall be certified by Owner no earlier than six (6) months prior to the Qualifying Household's expected occupancy of a HOME-ARP-Assisted Unit and recertified annually thereafter by the Owner, in compliance with 24 CFR 92.203.

A. Initial Annual Income Verification. Before the Qualifying Household occupies a HOME-ARP-Assisted Unit, the Owner shall verify that the Annual Income calculated in an Annual Income certification is accurate by taking both of the following steps as a part of the verification process, and this initial Annual Income Certification will serve as basis for 1146
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determining the tenant rent portion for payment of monthly rent, not for determining such Qualifying Household’s income eligibility to reside in the HOME-ARP Assisted Unit:
(1) Third Party Verification: All third parties (e.g., employer, Social Security Administration, public assistance agency, etc.) are contacted in writing to obtain written verification of Annual Income; and
(2) Review of Documents: The Qualifying Household provides documents verifying their Annual Income (e.g., pay stubs, tax returns, etc.), which are to then be retained in the Project files.

3.5.A, above.

4. LEASING THE PROJECT

B. In addition to executing a lease for a HOME-ARP-Assisted Unit, the Owner shall require that each Qualifying Household leasing a HOME-ARP-Assisted Unit execute a 1147
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declaration of intent to occupy which shall require the Qualifying Household to occupy the HOME-ARP-Assisted Unit as the Qualifying Household's primary residence.

C. The lease for each HOME-ARP-Assisted Unit shall not contain any of the prohibited provisions identified at 24 CFR §92.253(b) including the following:

1. Agreement to be sued. Agreement by the Tenant to be sued, to admit guilt, or to a judgment in favor of the Owner in a lawsuit brought in connection with the lease;

2. Treatment of property. Agreement by the Tenant that the Owner may take, hold or sell personal property of Qualifying Household members without notice to the Tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the Tenant concerning disposition of personal property remaining in the HOME-ARP-Assisted Unit after the Tenant has moved out of the HOME-ARP-Assisted Unit. The Owner may dispose of this personal property in accordance with State law;

3. Excusing Owner from responsibility. Agreement by the Tenant not to hold the Owner or the Owner’s agents legally responsible for any action or failure to act, whether intentional or negligent;

4. Waiver of notice. Agreement of the Tenant that the Owner may institute a lawsuit without notice to the Tenant;

6. Waiver of a jury trial. Agreement by the Tenant to waive any right to a trial by jury;

7. Waiver of right to appeal court decision. Agreement by the Tenant to waive the Tenant’s right to appeal, or to otherwise challenge in court, a court decision in connection with the lease;

8. Tenant chargeable with cost of legal actions regardless of outcome.

9. Mandatory support services. Agreement by the Tenant (other than a tenant in transitional housing) to accept supportive services that are offered. 1148
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D. Owner shall not terminate the tenancy or refuse to renew the lease of a Tenant of a HOME-ARP-Assisted Unit except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable Federal, State, or local law; or for other good cause. To terminate or refuse to renew the tenancy, the Owner shall serve written notice upon the Tenant specifying the grounds for the action at lease thirty (30) days prior to termination of tenancy.

5.2005 with any notification of eviction from a HOME-ARP-Assisted Unit. If a family living in a HOME-ARP-Assisted Unit separates under 24 CFR 5.2009(a), the remaining tenant(s) may remain in the Unit. All leases for HOME-ARP-Assisted Units must include a VAWA lease term/addendum to incorporate all requirements that apply to the Owner or lease under 24 CFR part 5, subpart L, and 24 CFR 92.359, including the prohibited bases for eviction and restrictions on construing lease terms under 24 CFR 5.2005(b) and (c). The VAWA lease term/addendum must also provide that the tenant may terminate the lease without penalty if it is determined that the tenant has met the conditions for an emergency transfer under 24 CFR 5.2005(e). The lease term/addendum must require the Owner to notify the participating jurisdiction before the owner bifurcates the lease or provides notification of eviction to the tenant. Owner shall comply with all other VAWA requirements applicable to the HOME-ARP Program not specified herein.

F. Owner and Lender may work together to comply with the requirements of the Coordinated Entry System under the Ventura County Continuum of Care Alliance (“CoC”) program, as set forth at 24 CFR Part 578, PIH Notice 2013-15, and other guidance from HUD on CoC and PHA collaboration. The Coordinated Entry System will refer Qualifying Households to the Owner for consideration of tenancy at the Project. However, the CoC shall not be the exclusive referral partner, referrals may be accepted by the Borrower from other agencies that serve the qualifying populations as well as any individual wishing to apply for tenancy. All referrals received will be given priority based solely on the order of the date and time of their application submission. Borrower will create a waiting list. Applicants for occupancy in HOME-ARP units must submit a completed application that provides sufficient information to be placed on the waiting list. Placement on the waiting list does not indicate the applicant will be eligible for occupancy – a final determination must be made when the applicant is selected from the waiting list.

The CoC Coordinated Entry System, Pathways to Home, will act as the central referral source for this project. The Owner is required to enroll in the Homeless Management Information System (HMIS) for this Project and request referrals from Pathways to Home that match the eligibility criteria for vacant units. The provider will need to ensure a memorandum of understanding is executed with the CoC. Pathways to Home will require the eligibility criteria for each unit and referrals will be made by the CoC, in accordance with the CES Prioritization Policy. More details on Pathways to Home policies and procedures are posted on the CoC website: https://coc.venturacounty.gov/pathways-to-home-documents/. In the event CoC is 1149
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unable to provide qualified referrals, Owner shall use alternative referral sources as further described in the Owner’s tenant selection plan.

4.2 TENANT SELECTION. Before leasing the Project, the Owner must provide Lender for its review and approval the Owner’s written tenant selection plan. HOME-ARP-Assisted Unit Tenant selection will be coordinated and referred to Owner for Qualifying Populations under the CoC Coordinated Entry System as described 4.1.F of this Agreement, and must, at a minimum, meet the requirements for tenant selection pursuant to Section IV(C)(2) of HUD’s September, 13, 2021 CPD Notice 21-10, Requirements for the Use of Funds in the HOME American Rescue Plan Act, and all modifications thereto.

4.3 SECTION 8 CERTIFICATE HOLDERS. The Owner will accept as Tenants, on the same basis as all other prospective Tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing housing program under Section 8 of the United States Housing Act, or its successor. The Owner shall not apply selection criteria to Section 8 certificate or voucher holders that are more burdensome than criteria applied to all other prospective Tenants, nor shall the Owner apply or permit the application of management policies or lease provisions with respect to the Project which have the effect of precluding occupancy of Units by such prospective Tenants.

5. PROPERTY MANAGEMENT

5.1 MANAGEMENT RESPONSIBILITIES. The Owner is responsible for all management functions with respect to the Project, including without limitation the selection of Tenants, certification and recertification of Qualifying Household size and Annual Income, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. The Lender shall have no responsibility over management of the Project. The Owner shall submit to the Lender for its approval its proposed Property manager. Many Mansions is hereby approved as the initial property manager for the Project. The Owner may only remove and/or replace the Property manager with the prior written consent of the Lender which consent shall not be unreasonably withheld.

5.5 ANNUAL REPORT. On or before July 31st of each year during the Term following recordation of a certificate of occupancy issued for the Project, the Owner shall submit to the Lender a report in a form approved by Lender for the preceding calendar year, containing all information requested by Lender so as to allow the Lender to determine the Owner's compliance with this Agreement (“Annual Report”). The Annual Report shall include, at a minimum: (i) an Annual Financial Statement, as defined in Section 1.2 of the City HOME-ARP Loan Agreement, (ii) a report on the occupancy of the Project, (iii) a report on the physical condition of the Project to the extent required under then-current HOME regulations, (iv) a report on the general 1151
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management of the Project, (v) for each HOME-ARP-Assisted Unit, the rent, Annual Income, and household size of the Tenant household in occupancy of such Unit, as well as the date such tenancy commenced, and (vi) all other information requested by Lender.

6. GENERAL PROVISIONS

6.1 SUBORDINATION. This Agreement shall not be subordinate to any Senior Lien.

6.2 DEFAULT AND REMEDIES In the event of any breach of any agreement or obligation under this Agreement by the Owner, the Lender shall provide written notice to the Owner of such breach. The Owner shall have an opportunity to cure such breach within thirty (30) days from the Owner’s receipt of such written notice or such longer period of time as the Lender determines is necessary to cure the breach if the Owner diligently undertakes to cure such breach. Lender shall accept a cure by the Owner’s limited partner on the same basis as Lender accepts a cure by the Owner. If the Owner fails to perform a timely cure of the specified breach, the Lender may proceed with any or all of the following remedies upon the Owner’s failure to cure:
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A. Bring an action in equitable relief seeking the specific performance by the Owner of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of said terms and conditions, and/or seeking declaratory relief; B. Enter upon, take possession of, and manage the Property and the Project, either in person, by agent, or by a receiver appointed by a court, and collect any rents, income, deposits, or reserves and apply them to operate the Property; C. After notice provided for herein, make such repairs or replacements to the Property and Project as are necessary and provide for payment thereof; or D. Pursue any other remedy provided under the City HOME-ARP Loan Documents or allowed at law or in equity.

6.3 EVENT OF DEFAULT. In the event that the Project fails to meet any of the HOME-ARP affordability requirements included in this Agreement at any time during the Affordability Period, subject to applicable notice and cure periods contained herein, such failure shall constitute an Event of Default hereunder and under Sections 8 of the City HOME-ARP Loan Agreement. In the event that the Project fails to comply with any of the terms of the HOME-ARP Regulatory Agreement, such failure shall constitute an Event of Default hereunder and under Sections 8 of the City HOME-ARP Loan Agreement.

6.7 AGREEMENT CONTROLS. In the event that any provision of this Agreement and that contained in any other City HOME-ARP Loan Document conflict, the terms of this Agreement shall control.

6.8 TIME. Time is of the essence in this Agreement.

Lender: City of Oxnard
Housing Department
435 South D Street
Oxnard, CA 93030
Attn: Housing Director

With copy to: City of Oxnard
Office of the City Attorney
305 West Third Street
Oxnard, CA 93030
Attn: City Attorney
Owner: Aspire Apartments LP
1259 E, Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Attn: Rick Schroeder, President & CEO
With copy to: Goldfarb & Lipman LLP
1300 Clay Street
Eleventh Floor
Oakland, CA 94612
Attn: Lynn Hutchins
With copies to: Borrower's lenders and investor as requested in writing by Borrower

6.11 BINDING UPON SUCCESSORS. This Agreement shall be recorded and all provisions of this Agreement shall be binding upon and inure to the benefit of the heirs, 1154
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administrators, executors, successors-in-interest, transferees, and assigns of the Owner, and the Lender, and shall run with the land for the full Term of this Agreement, regardless of any assignment, payment, prepayment, expiration, extinguishment of the City HOME-ARP Loan or City HOME-ARP Loan Note, any reconveyance of the City HOME-ARP Loan Deed of Trust, or any conveyance or transfer of the Property or portion thereof.

6.14 AMENDMENTS AND MODIFICATIONS. Any amendment to or modification of this Agreement must be in writing, and shall be made only if executed by both the Owner and the Lender.

6.15 SEVERABILITY. Every provision of this Agreement is intended to be severable. If any provision of this 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 appear on following page. No further text appears here.] 1155
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IN WITNESS WHEREOF, Lender and Owner have caused this Agreement to be executed by their respective duly authorized officers.

LENDER:

THE CITY OF OXNARD
_____________________________
Brenda Lopez Date
Housing Director
APPROVED AS TO FORM:
_____________________________
Stephen M. Fischer Date
City Attorney
OWNER:

ASPIRE APARTMENTS LP, a California
limited partnership
By: Aspire Apartments LLC, a California
limited company,
Its: Managing General Partner
By: Many Mansions, a California Nonprofit
Corporation, a California nonprofit public
benefit corporation,
Its: Sole Member/Manager
________________________________________
By: Rick Schroeder, Date
Its: President and 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.

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.

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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1650\39\4183575.3 EXHIBIT A
Agreement # 32600398

EXHIBIT A

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

Oxnard City CouncilMay 5, 2026

Oxnard City Council
May 5, 2026