Oxnard City Council
May 5, 2026

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
1159
1650\39\4183575.3 EXHIBIT B
Agreement # 32600398
Exhibit B

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 low-income individuals); or
(iii) An individual who is exiting an institution where he or she resided for 90 days or less and who resided in an emergency shelter or place not meant for human habitation immediately before entering that institution;
(2) An individual or family who will imminently lose their primary nighttime residence, provided that:
(i) The primary nighttime residence will be lost within 14 days of the date of application for homeless assistance;
(ii) No subsequent residence has been identified; and
(iii) The individual or family lacks the resources or support networks, e.g., family, friends, faithbased 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); 1160
1650\39\4183575.3 EXHIBIT B
Agreement # 32600398
(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
1161
1650\39\4183575.3 EXHIBIT B
Agreement # 32600398
(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. 1162
1650\39\4183575.3 EXHIBIT B
Agreement # 32600398
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.
(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; 1163
1650\39\4183575.3 EXHIBIT B
Agreement # 32600398
(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. 1164
Agreement #32600398

CITY HOME-ARP LOAN

DEED OF TRUST WITH ASSIGNMENTS OF RENTS
1165
1650\39\4183564.3 1
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
APNs: 210-0-213-080; 201-0-213-090;
201-0-213-100
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 Aspire Apartments LP, a California limited partnership, herein called TRUSTOR, whose address is 1259 E. Thousand Oaks Boulevard Thousand Oaks, CA 91362, to OLD REPUBLIC TITLE COMPANY, as trustee, herein called TRUSTEE, and the City of Oxnard, a municipal corporation, herein called BENEFICIARY,
WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale, that property located at 536- 538 Meta Street, 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. 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:
1166
1650\39\4183564.3 2
Agreement # 32600398

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 Borrower's investor limited partner 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).

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.

Exhibit B is attached hereto and incorporated herein.
(Signatures appear on following page)
1167
1650\39\4183564.3 S-1
Agreement # 32600398

SIGNATURE OF TRUSTOR
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
1168
1650\39\4183564.3 S-1A
Agreement # 32600398
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

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

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

WITNESS my hand and official seal.
_______________________________
Signature of Notary Public
(Place Notary Seal Above)
1169
1650\39\4183564.3 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:

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: 201-0-213-10
1170
1650\39\4183570.3

HOME LOAN AGREEMENT
Between

CITY OF OXNARD
and

ASPIRE APARTMENTS LP
1171
Agreement # 32600397

TABLE OF CONTENTS
Page
Table of Contents - 1
1650\39\4183570.3
ARTICLE 1. DEFINITIONS AND EXHIBITS ............................................................................. 1 Section 1.1 Definitions................................................................................................... 1 Section 1.2 Exhibits. ............................................................................................. …….6 ARTICLE 2. LOAN PROVISIONS ............................................................................................... 7 Section 2.1 Loan. ........................................................................................................... 7 Section 2.2 Interest......................................................................................................... 7 Section 2.3 Use of Loan Funds. ..................................................................................... 7 Section 2.4 Security. ...................................................................................................... 7 Section 2.5 Conditions Precedent to Disbursement of Loan Funds. .............................. 7 Section 2.6 Repayment Schedule. .................................................................................. 8 Section 2.7 Non-Recourse. ............................................................................................ 9 Section 2.8 Subordination. ........................................................................................... 10 ARTICLE 3. CONSTRUCTION OF THE IMPROVEMENTS .................................................. 10 Section 3.1 Schedule of Performance. ......................................................................... 10 Section 3.2 Permits and Approvals. ............................................................................. 10 Section 3.3 Commencement of Construction. ............................................................. 10 Section 3.4 Completion of Construction. ..................................................................... 11 Section 3.5 Compliance with Applicable Laws. .......................................................... 11 Section 3.6 Equal Opportunity. .................................................................................... 12 Section 3.7 Minority and Women-Owned Contractors. .............................................. 13 Section 3.8 Construction Responsibilities. .................................................................. 13 Section 3.9 Mechanics Liens, Stop Notices, and Notices of Completion. ................... 13 Section 3.10 Inspections. ............................................................................................... 14 Section 3.11 Approved Financing Plan. ........................................................................ 14 Section 3.12 Developer Fee. .......................................................................................... 14 Section 3.13 Marketing Plan. ......................................................................................... 15 ARTICLE 4. LOAN REQUIREMENTS ...................................................................................... 15 Section 4.1 HOME Match and Per Unit Subsidy Requirement. .................................. 15 Section 4.2 Financial Accountings and Post-Completion Audits. ............................... 15 Section 4.3 Annual Operating Budget. ........................................................................ 16 Section 4.4 Information. .............................................................................................. 16 Section 4.5 Records. .................................................................................................... 16 Section 4.6 City Audits. ............................................................................................... 17 Section 4.7 HOME Requirements................................................................................ 18 Section 4.8 Hazardous Materials. ................................................................................ 22 Section 4.9 Maintenance and Damage. ........................................................................ 24 Section 4.10 Fees and Taxes. ......................................................................................... 24 Section 4.11 Operation of Development as Affordable Housing. ................................. 24 Section 4.12 Nondiscrimination..................................................................................... 25 Section 4.13 Transfer. .................................................................................................... 25 1172
Agreement # 32600397

TABLE OF CONTENTS
Page
Table of Contents - 2
1650\39\4183570.3
Section 4.14 Insurance Requirements. ........................................................................... 27 Section 4.15 Anti-Lobbying Certification. .................................................................... 27 Section 4.16 Affordability and Project Monitoring. ...................................................... 27 ARTICLE 5. DEFAULT AND REMEDIES ................................................................................ 28 Section 5.1 Events of Default. ..................................................................................... 28 Section 5.2 Remedies. .................................................................................................. 30 Section 5.3 Right of Contest. ....................................................................................... 30 Section 5.4 Remedies Cumulative. .............................................................................. 30 Section 5.5 Limited Partner Cure Rights …………………………………………….31 ARTICLE 6. GENERAL PROVISIONS ..................................................................................... 31 Section 6.1 Relationship of Parties. ............................................................................. 31 Section 6.2 No Claims. ................................................................................................ 31 Section 6.3 Indemnification. ........................................................................................ 32 Section 6.4 Non-Liability of City Officials, Employees and Agents. ......................... 32 Section 6.5 No Third Party Beneficiaries. ................................................................... 32 Section 6.6 Conflict of Interest. ................................................................................... 32 Section 6.7 Notices, Demands and Communications. ................................................. 33 Section 6.8 Amendments. ............................................................................................ 33 Section 6.9 Action by City. .......................................................................................... 34 Section 6.10 Applicable Law and Venue. ...................................................................... 34 Section 6.11 Parties Bound. ........................................................................................... 34 Section 6.12 Attorneys' Fees. ......................................................................................... 34 Section 6.13 Severability. .............................................................................................. 35 Section 6.14 Force Majeure. .......................................................................................... 35 Section 6.15 Waivers. .................................................................................................... 35 Section 6.16 Title of Parts and Sections. ....................................................................... 35 Section 6.17 Entire Understanding of the Parties. ......................................................... 36 Section 6.18 Multiple Originals; Counterpart. ............................................................... 36 Section 6.19 Limited Partners Rights …………………………………………………36 Exhibit A: Legal Description of the Property
Exhibit B: Schedule of Performance
Exhibit C: Insurance Requirements
Exhibit D: Disbursement Schedule
Exhibit E: Expenditure Summary Payment Request (ESPR) Form Exhibit F: Rental Set-Up and Completion Form
Exhibit G: Quarterly Accomplishment Report
1173
Agreement # 32600397
1650\39\4183570.3 1

HOME LOAN AGREEMENT
(Aspire Apartments – HOME Loan)
This HOME Loan Agreement (the “Agreement”) is dated as of , 2026, (the “Effective Date”), and is made by and between the City of Oxnard, a municipal corporation (the “City”) and Aspire Apartments LP, a California limited partnership (the “Borrower”). The City and the Borrower shall collectively be referred to hereinafter as the “Parties”.

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

B. The City has received Home Investment Partnerships Act funds from the United States Department of Housing and Urban Development (“HUD”) pursuant to the CranstonGonzales National Housing Act of 1990 (“HOME Funds”). The HOME Funds must be used by the City in accordance with 24 C.F.R. Part 92 (the “HOME Regulations”).

C. The Borrower owns that certain real property located at 536 – 538 Meta Street, Oxnard, California 93030, as more particularly described in Exhibit A (the “Property”). Borrower intends to construct eighty-eight (88) units of affordable housing, inclusive of one unrestricted (1) manager’s unit, (the “Improvements” or the “Project”) on the Property. The Property and the Improvements are collectively referred to as the “Development.” D. Borrower desires to borrow from the City and the City desires to lend to Borrower One Million Dollars ($1,000,000) of HOME Funds (the “Loan”) for eligible activities for the Development as allowed under 24 C.F.R. 92.206. The Loan will be evidenced by the Note and secured by the Deed of Trust, as defined below.

E. The Loan is being made to finance the construction costs for the Development. The Development will increase the supply of affordable rental housing in City of Oxnard. Due to the assistance provided to Borrower pursuant to this Agreement, the City has designated five (5) units as HOME-assisted units (each such unit a “HOME-Assisted Unit”), which Units are “fixed” Units as defined in 24 C.F.R. 92.252(j). The HOME-Assisted Units are required to include five (5) onebedroom Units, of which five (5) will be designated as Low HOME Units.

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

AGREEMENT
ARTICLE 1.

DEFINITIONS
Section 1.1 Definitions.

The following terms have the following meanings:
1174
Agreement # 32600397
1650\39\4183570.3 2
(a) “Annual Financial Statement” means the financial statement for each calendar year prepared at Borrower’s expense and prepared under accounting principles generally accepted in the United States of America and audited by Certified Public Accountants reasonably acceptable to Lender, which shall form the basis for determining the Residual Receipts. (b) “Agreement” means this HOME Loan Agreement, as such may be amended from time to time by both Parties in writing.
(c) “AHSC AHD Loan” means the loan to Borrower from the State of California Housing & Community Development made concurrently herewith under the Affordable Housing and Sustainable Communities (AHSC) Program for affordable housing development in the original principal amount of Twenty-Five Million Dollars ($25,000,000). (d) “Annual 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 Investor Limited Partner 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 3.12 of this Agreement,, 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 loans in the Approved Financing. 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 Investor Limited Partner 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 Investor Limited Partner 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.
(e) “Annual Payment” has the meaning set forth in Section 2.6(a). (f) “Approved Financing” means all of the following loans, grants and equity obtained by Borrower and hereby approved by the City for the purpose of financing the 1175
Agreement # 32600397
1650\39\4183570.3 3
Development, which include the following loans: taxable and tax-exempt construction loan from a commercial institutional lender in the approximate amount of $44,000,000 which will convert to a permanent loan in the approximate amount of $3,500,000; a loan from HCD's Affordable Housing and Sustainable Communities Program in the approximate amount of $25,000,000; a loan from Many Mansions in the approximate amount of $500,000; a construction term loan from the Housing Trust Fund of Ventura County in the approximate principal amount of $5,000,000; the City HOME-ARP Loan in the approximate amount of $1,200,000; the City CDBG Loan in the approximate amount of $689,659; and any other financing approved by the City's Housing Director in writing, and any refinancing of any such loan in an amount not to exceed the then outstanding principal balance of such loan plus closing costs.
(g) “Approved Financing Plan” means the financing plan previously approved by the City.
(h) “Borrower” has the meaning set forth in the first paragraph of this Agreement.
(i) “Certificate of Completion” means the final Certificate of Completion issued by the City on the Completion of Construction.
(j) “City” has the meaning set forth in the first paragraph of this Agreement. (k) “City Council” means City of Oxnard's City Council. (l) “City CDBG Loan” means the loan to Borrower from the City made concurrently herewith under the Community Development Block Grant program in the original principal amount of Six Hundred Eighty Nine Thousand Six Hundred Fifty-Nine Dollars ($689,659).
(m) “City HOME-ARP Loan” means the loan from the City made concurrently herewith from the HOME-ARP program in the original principal amount of One Million Two Hundred Thousand Dollars ($1,200,000).
(n) “Closing” means the date that the Deed of Trust is recorded against the Borrower's interest in the Property.
(o) “Commencement of Construction” has the meaning set forth in Section 3.3.
(p) “Completion Date” means the date that all of the following have occurred:
(1) the Certificate of Completion is issued by the City to certify Completion of Construction; (2) the final disbursement of HOME Funds for the Development has been made; (3) the City has verified that the Development complies with the property standards set forth in 24 CFR 92.251 and all other requirements in Subpart F of the HOME Regulations; and (4) all Project completion information has been entered by the City into the Integrated Disbursement and Information System (IDIS). City shall process completion information promptly after receiving complete information from the Borrower.
1176
Agreement # 32600397
1650\39\4183570.3 4
(q) “Completion of Construction” has the meaning set forth in Section 3.4. (r) “Control” means (1) direct or indirect management or control of the managing member or members in the case of a limited liability company; (2) direct or indirect management or control of a general partner or general partners in the case of a partnership; and (3) direct or indirect control of a majority of the directors in the case of a corporation (s) “Deed of Trust” means the Deed of Trust with Assignment of Rents, among Borrower, as trustor, Old Republic Title Company as trustee, and the City, as beneficiary, that will encumber the Borrower's interest in the Property to secure repayment of the Loan and performance of the covenants of the Loan Documents. “Default Rate” has the meaning set forth in Section

5.2(a)(4).
(t) “Developer Fee” means that developer fee approved by City as part of the Approved Financing Plan.
(u) “Development” has the meaning set forth in Recital C. (v) “Escrow” means the escrow account established by the Borrower for the closing of Development financing with Old Republic Title Company at its office located at 555 12th Street, Suite 2000, Oakland, CA 94507, or another escrow company satisfactory to the City. (w) “Event of Default” has the meaning set forth in Section 5.1. (x) “Final Cost Certification” has the meaning set forth in Section 4.2(b). (y) “Gross Revenue” means for each calendar year, all revenue, income, receipts, and other consideration actually received by Borrower from operation and leasing of the Development. 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 Development (or applied toward the cost of recovering such proceeds); (iv) condemnation awards for a taking of part or all of the Development for a temporary period. Gross Revenue shall exclude tenants' security deposits, loan proceeds, capital contributions or other similar advances.
(z) “Hazardous Materials” has the meaning set forth in Section 4.8. (aa) “Hazardous Materials Claims” has the meaning set forth in Section 4.8. (bb) “Hazardous Materials Law” has the meaning set forth in Section 4.8. (cc) “HCD” means the California Department of Housing and Community Development.
(dd) “High HOME Units” mean HOME-Assisted Units rented in accordance with the limits set forth in 24 C.F.R. § 92.252(a).
1177
Agreement # 32600397
1650\39\4183570.3 5
(ee) “HOME” means the HOME Investment Partnerships Act Program pursuant to the Cranston-Gonzales National Affordable Housing Act of 1990 (42 U.S.C. 12705 et seq.), as amended.
(ff) “HOME-Assisted Units” has the meaning set forth in Recital E. (gg) “HOME Funds” has the meaning set forth in Recital B. (hh) “HOME Reporting 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 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 Completion Date and 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.” (ii) “HOME Loan Term” means the period beginning on the date of this Agreement and ending on the fifty-fifth (55th) anniversary of the date of the recordation of the Notice of Completion, unless sooner terminated in accordance with this Agreement. (jj) “HOME Regulations” has the meaning set forth in Recital B. (kk) “Housing Director” means the Housing Director of the City. (ll) “HUD” has the meaning set forth in Recital B.
(mm) “Improvements” has the meaning set forth in Recital C. (nn) “Investor Limited Partner” means the limited partner, and its successors and assigns, admitted to the Borrower in connection with the allocation of low income housing tax credits to the Development, which admission will occur concurrently with closing of construction financing for development of the Improvements.
(oo) “Lenders' Share of Residual Receipts” means fifty percent (50%) of the Residual Receipts.
(pp) “Loan” has the meaning set forth in Recital D.
(qq) “Loan Documents” means this Agreement, the Note, the Regulatory Agreement, and the Deed of Trust.
(rr) “Low HOME Units” mean HOME-Assisted Units rented in accordance with the limits set forth in 24 C.F.R. § 92.252(a).
(ss) “Marketing Plan” has the meaning set forth in Section 3.13. (tt) “NEPA” has the meaning set forth in Recital F.
1178
Agreement # 32600397
1650\39\4183570.3 6
(uu) “Note” means the HOME Loan Promissory Note, that evidences Borrower's obligation to repay the Loan.
(vv) “Notice of Completion” means the Notice of Completion executed by Borrower in the form specified in California Civil Code Section 8182. (ww) “Partnership Agreement” means the Agreement of Limited Partnership executed by the partners of Borrower, to be amended and restated upon admittance of the Investor Limited Partner as a limited partner to the partnership, and as may be further amended from time to time.
(xx) “Permitted Transfer” has the meaning set forth in Section 4.13(c). (yy) “Property” has the meaning set forth in Recital C. (zz) “Regulatory Agreement” means the City HOME Loan Regulatory Agreement and Declaration of Restrictive Covenants, between the City and Borrower related to the Loan, to be recorded against the Borrower's interest in the Property. (aaa) “Residual Receipts” in a particular calendar year shall mean the amount by which Gross Revenue exceeds Annual Operating Expenses.
(bbb) “Schedule of Performance” means the schedule for performance as set forth in the attached Exhibit B.
(ccc) “Senior Lender” means any lender, its successors and assigns, making a loan under the Approved Financing, except for the City of Oxnard. (ddd) “Senior Lien” has the meaning set forth in Section 2.4. (eee) “TCAC” means the California Tax Credit Allocation Committee. (fff) “Tenant” means the tenant household that occupies a unit in the Development.
(ggg) “Transfer” has the meaning set forth in Section 4.13.

1.2 Exhibits.

The following exhibits are attached to this Agreement and incorporated by reference:

Exhibit A: Legal Description of the Property
Exhibit B: Schedule of Performance
Exhibit C: Insurance Requirements
1179
Agreement # 32600397
1650\39\4183570.3 7
Exhibit D: Disbursement Schedule
Exhibit E: Expenditure Summary Payment Request (ESPR) Form Exhibit F: Rental Set-Up and Completion Form
Exhibit G: Quarterly Accomplishment Report
ARTICLE 2.

LOAN PROVISIONS
Section 2.1 Loan.

Subject to the satisfaction of the conditions set forth in this Article, the City shall lend to Borrower the Loan for the purposes set forth in Section 2.3 of this Agreement. Borrower's obligation to repay the Loan is evidenced by the Note.

Section 2.2 Interest.

Simple interest will accrue on the outstanding principal balance of the Loan at a per annum rate of simple interest at three percent (3%) commencing on the date of each disbursement.

Section 2.3 Use of Loan Funds.
(a) Borrower shall use the Loan funds to pay for the predevelopment activities and construction costs for the Development consistent with 24 C.F.R. Section 301(b). Borrower shall not use the Loan funds for any other purpose without the prior written consent of the City.

Borrower agrees and acknowledges that no portion of the Loan funds may be used to assist any portion of the Development not restricted for occupancy by low-income households. (b) During the entire HOME Reporting Term, the Borrower shall comply with the applicable HOME Regulations, the Regulatory Agreement, and this Agreement in the use of the Loan funds
Section 2.4 Security. The Deed of Trust will secure the Loan. At the Closing, the Deed of Trust shall be recorded against the Borrower's interest in the Property. Borrower shall secure its obligation to repay the Loan, as evidenced by the Note, by executing the Deed of Trust, and causing or permitting it to be recorded as a lien against the interest in the Property in lien position junior to the liens and regulatory agreements related to the loans made by Senior Lenders and the HCD and such other exceptions reasonably authorized by the Housing Director (each, a “Senior Lien”) provided the conditions in Section 2.8 are met. Borrower shall also cause or permit the Regulatory Agreement to be recorded against the interest in the Property, in a lien position junior to each Senior Lien provided the conditions in Section 2.8 are met.

Section 2.5 Conditions Precedent to Disbursement of Loan Funds. 1180
Agreement # 32600397
1650\39\4183570.3 8
(a) Disbursement of Loan proceeds shall not exceed One Million Dollars ($1,000,000). The disbursement shall be made in accordance with the Disbursement Schedule attached hereto as Exhibit D, and each disbursement request shall be in the form of a signed Expenditure Summary Payment Request (ESPR) form or other form approved by City, attached hereto as Exhibit E, approved by the City prior to such disbursement based upon documentation submitted to the City by Borrower; provided that the City shall not be obligated to make any disbursements of Loan funds or take any other action under the Loan Documents unless the following conditions precedent are satisfied prior disbursement of Loan funds:
(1) The Borrower has caused to be executed and delivered to the City all Loan Documents and any other instruments, and policies required under the Loan Documents;
(2) The Deed of Trust and the Regulatory Agreement will be recorded against the Property in the Office of the Recorder of the County of Ventura through the Closing as liens subject only to each Senior Lien; and (3) A title insurer reasonably acceptable to the Housing Director is unconditionally and irrevocably committed to issuing an ALTA Lender's Policy of insurance insuring the lien priority of the Deed of Trust in the amount of the Loan, subject only to each Senior Lien and such exceptions and exclusions as may be reasonably acceptable to the City and containing such endorsements as the Housing Director may reasonably require.
(b) Notwithstanding any other provisions of this Agreement, the City shall have no further obligation to disburse any portion of the Loan to Borrower under this Agreement following: (i) termination of this Agreement; (ii) notification by the City to the Borrower of an Event of Default (excluding any Event of Default of the City) under terms of this Agreement until such time as the Event of Default has been cured.

Section 2.6 Repayment Schedule.
(a) Annual Payments. Commencing on July 1st of the first year after the City's issuance of a Certificate of Completion for the Improvements and on July 1st of each year thereafter through the HOME Loan Term, Borrower shall make a Loan payment in the following amount:
(i) while AHSC AHD Loan and City HOME-ARP Loan are made and outstanding, no payment shall be made on the City HOME Loan; (ii) while the AHSC AHD Loan is made and outstanding but the City HOME-ARP Loan has not been made or has been fully repaid, then in an amount equal to ten and thirty-six hundredths percent (10.36%) of Lenders' Share of Residual Receipts for the previous calendar year; and (iii) if the AHSC AHD Loan or the City HOME-ARP Loan have not made or at such time as the AHSC AHD Loan and the City HOME-ARP Loan have been fully satisfied, then the Lenders' Share of Residual Receipts for the previous calendar year (collectively referred to herein as an “Annual Payment”). Notwithstanding anything herein to the contrary, in allocation of the pay down of the City HOME Loan and the loans from the City made concurrently herewith under the HOME-ARP Program and the Community Development Block Grant Program, the priority of repayment shall be first repayment in full of the City HOME-ARP Loan, then repayment in full of this 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 1181
Agreement # 32600397
1650\39\4183570.3 9
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. (b) Special Repayment for Un-Leased HOME-Assisted Units. As required under 24 C.F.R. 92.252, if Borrower fails to lease any one of the HOME-Assisted Units within eighteen (18) months of the Completion of Construction, the Borrower shall repay to the City a proportionate share of the indebtedness of Borrower to the City under this Agreement and the Note attributable to each of the HOME-Assisted Units that has remained un-leased for the entire eighteen (18) month period, which amount shall be immediately due and payable. (c) Payment in Full. Borrower shall pay all outstanding principal and accrued interest on the Loan, in full, on the earliest to occur of: (1) the City 's acceleration of the Note in accordance with Section 5.2 hereof; and (2) the expiration of the HOME Loan Term. (d) Prepayment. Borrower may prepay the Loan at any time without premium or penalty. However, the Regulatory Agreement will remain in effect for the entire HOME Reporting Term, and the Deed of Trust will remain in effect for the entire HOME Loan Term, regardless of any prepayment.

Section 2.7 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 Loan or the performance of the covenants of the Borrower under the Deed of Trust. The sole recourse of the City with respect to the principal of, or interest on, the Note and defaults by the Borrower in the performance of its covenants under the Deed of Trust shall be to the property described in the 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 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 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 and the performance of the Borrower's obligations under the 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 1182
Agreement # 32600397
1650\39\4183570.3 10
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; 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 Development.

Section 2.8 Subordination. The Deed of Trust shall be subordinated to each Senior Lien and to other liens approved by the Housing Director securing financing set forth in the Approved Financing Plan, 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 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.

CONSTRUCTION OF THE IMPROVEMENTS
Section 3.1 Schedule of Performance.

Borrower shall perform the tasks described in the Schedule of Performance no later than the dates set forth in the Schedule of Performance, subject to Section 6.14, and as may be modified from time to time as mutually agreed by the Borrower and the Housing Director in writing.

Section 3.2 Permits and Approvals.

The Improvements shall be developed substantially in accordance the terms and conditions of the land use permits and approvals and building permits for the Development, including any variances granted. Borrower shall construct the Development in conformance with the plans and specifications approved by the City in connection with the building permit process. Any changes in the work required to be performed under this Agreement, including any additions, changes, or deletions to the plans and specifications, shall be approved by the Housing Director.

Section 3.3 Commencement of Construction.

Borrower shall cause the Commencement of Construction of the Development no later than the date set forth in the Schedule of Performance, which in no event shall be any later than twelve (12) months from the Effective Date. For the purposes of this Agreement, “Commencement of Construction” means the date set for the start of construction of the Development in the notice to 1183
Agreement # 32600397
1650\39\4183570.3 11
proceed issued by Borrower to Borrower's general contractor. Prior to closing escrow on construction financing and commencement of construction, Borrower shall prepare and submit the Rental Set-Up and Completion Form to the City, attached hereto and referenced herein as Exhibit F – Rental Set-Up and Completion Form, which shall contain all Project commencement information required to be entered by the City into the Integrated Disbursement and Information System (IDIS). Borrower shall submit to City written Project construction progress reports in the form of a signed Quarterly Accomplishment Report form attached hereto as Exhibit G or other form approved by City, commencing sixty (60) days after Commencement of Construction work through completion.

Section 3.4 Completion of Construction.

The Borrower shall diligently prosecute to completion the construction of the Development (“Completion of Construction”) no later than the date set forth in the Schedule of Performance.

In no event shall construction completion exceed 4 years from the effective date of this Agreement.

Borrower shall record a Notice of Completion within ten (10) days of Completion of Construction and provide the City a copy of the recorded Notice of Completion. The City shall provide the Borrower the Certificate of Completion. Borrower shall prepare and submit to the City the Rental Set-Up and Completion Form, attached hereto as Exhibit F which shall contain all Project completion information required to be entered by the City into the Integrated Disbursement and Information System (IDIS).

Section 3.5 Compliance with Applicable Laws.
(a) Compliance with Laws. To the extent applicable, Borrower shall cause all work performed in connection with the Development to be performed in compliance with all applicable laws, ordinances, rules and regulations of federal, state, county or municipal governments or agencies now in force or that may be enacted hereafter including without limitation and to the extent applicable, (1) the property standards set out in 24 C.F.R. 5.701 et seq. and 24 C.F.R. 92.251 or adopted by the City in conformance therewith; and (2) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction. The work will proceed only after procurement of each permit, license, or other authorization that may be required by any governmental agency having jurisdiction, and Borrower shall be responsible to the agency for the procurement and maintenance thereof, as may be required of Borrower and all entities engaged in work on the Development.
(b) Prevailing Wages.
(1) This Agreement has been prepared with the intention that the financial assistance provided by the City under this Agreement meets the exception set forth in Labor Code Section 1720(c)(5)(E) to the general requirement that state prevailing wages be paid in connection with construction work that is paid for in whole or in part out of public funds. However, to the extent another funding source for the Development or a future court decision or a Department of Industrial Relations determination requires the payment of prevailing wages on the Development and related requirements under the Labor Code, then the Borrower shall pay prevailing wages on the Development and meet other related requirements under the Labor Code in the construction of the Development. 1184
Agreement # 32600397
1650\39\4183570.3 12
(2) Without limiting the generality of the indemnification set forth in Section 6.3 below, the Borrower shall indemnify, to the extent not prohibited by applicable law, the City, its councilmembers, commissioners, officials, employees and agents, against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including the Borrower, or its contractors or subcontractors) to pay prevailing wages as determined pursuant to Labor Code Sections 1720 et seq., and prevailing wage requirements of the federal Davis-Bacon Act (40 USC 3141-3148), to employ apprentices pursuant to Labor Code Sections 1777.5 et seq., and implementing regulations of the DIR or to comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1777.5 et seq., and the implementing regulations of the DIR in connection with the performance of the development activities or any other work undertaken or in connection with the Property. The requirements in this subsection survive the repayment of the Loan, and the reconveyance of the Deed of Trust. (c) Section 3 Training Opportunities. The prime contractor and all subcontractors shall be required to comply with the Section 3 Training Opportunities set forth in Section 4.7(b)(10)(C) of this Agreement.
(d) Accessibility Requirements. The Borrower shall construct the Development to comply with all applicable federal and state disabled persons accessibility requirements including but not limited to the Federal Fair Housing Act, Section 504 of the Rehabilitation Act of 1973, Title II and/or Title III of the Americans with Disabilities Act of 1990, Title 24 of the California Code of Regulations and the Uniform Federal Accessibility Standards (“UFAS”). In compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794, et seq.), a minimum of four (4) Units, representing five percent (5%) of the Units in the Development, shall be constructed to be readily accessible and usable by households with a mobility impaired member and a minimum of two (2) Units, representing two percent (2%) of the Units in the Development) shall be constructed and to be readily accessible and usable by households with a hearing or visually impaired member. All Units in the Development shall also be built to comply with the Uniform Federal Accessibility Standards under 49 C.F.R. 31528.

Section 3.6 Equal Opportunity.
(a) During the construction of the Development there shall be no discrimination on the basis of race, color, creed, religion, age, sex, sexual orientation, gender identity, marital status, familial status, disability, national origin or ancestry, or source of income, in the hiring, firing, promoting or demoting of any person engaged in the construction work. (b) In providing services supported in whole or in part with federal financial assistance, and in their outreach activities related to such services, program participants shall not discriminate against current or prospective program beneficiaries on the basis of religion, a religious belief, a refusal to hold a religious belief, or a refusal to attend or participate in a religious practice. A faith-based organization that is a recipient or subrecipient of HOME funds is eligible to use such funds as provided under the federal regulations without impairing its independence, autonomy, expression of religious beliefs, or religious character. Such organization will retain its independence from federal, state, and local government, and may continue to carry out its mission, including the definition, development, practice, and expression of its religious beliefs, provided that it does not use direct program funds to support or engage in any explicitly religious activities, 1185
Agreement # 32600397
1650\39\4183570.3 13
including activities that involve overt religious content, such as worship, religious instruction, or proselytization, or any manner prohibited by law. Among other things, faith-based organizations may use space in their facilities to provide program-funded services, without removing or altering religious art, icons, scriptures, or other religious symbols. In addition, a HOME program-funded religious organization retains its authority over its internal governance, and it may retain religious terms in its organization's name, select its board members on a religious basis, and include religious references in its organization's mission statements and other governing documents. (c) Nothing in this Section prohibits the Borrower from requiring HOMEAssisted Units in the Development to be available to and occupied by income eligible households in accordance with the Regulatory Agreement.

Section 3.7 Minority and Women-Owned Contractors.

Borrower shall use its best efforts to afford minority-owned and women-owned business enterprises the maximum practicable opportunity to participate in the construction of the Development. Borrower shall, at a minimum, notify applicable minority-owned and womenowned business firms located in Ventura County of bid opportunities for the construction of the Development. Documentation of such notifications must be maintained by Borrower and available to the City as requested.

Section 3.8 Construction Responsibilities.
(a) Borrower is responsible for the coordination and scheduling of the work to be performed so that commencement and completion of the construction of the Development will take place in accordance with this Agreement.
(b) Borrower is solely responsible for all aspects of Borrower's conduct in connection with the Development, including (but not limited to) the quality and suitability of the plans and specifications, the supervision of construction work, and the qualifications, financial condition, and performance of all architects, engineers, contractors, subcontractors, suppliers, consultants, and property managers. Any review or inspection undertaken by the City with reference to the Development is solely for the purpose of determining whether Borrower is properly discharging its obligations to the City and may not be relied upon by Borrower or by any third parties as a warranty or representation by the City as to the quality of the design or construction of the Development. To ensure compliance with all applicable labor code requirements, Borrower shall hire a labor compliance monitor.

Section 3.9 Mechanics Liens, Stop Notices, and Notices of Completion. (a) If any claim of lien is filed against the Property or a stop notice affecting the Loan is served on the City or any other lender or other third party in connection with the Development, then Borrower shall, within twenty (20) days after 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 the City a surety bond in sufficient form and amount, or provide the City with other assurance satisfactory to the City that the claim of lien or stop notice will be paid or discharged. 1186
Agreement # 32600397
1650\39\4183570.3 14
(b) If Borrower fails to discharge any lien, encumbrance, charge, or claim in the manner required in this Section or obtain a surety bond, then in addition to any other right or remedy, the City may (but is under no obligation to) discharge such lien, encumbrance, charge, or claim at Borrower's expense. Alternately, the City may require Borrower to immediately deposit with the City the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. The City may use such deposit to satisfy any claim or lien that is adversely determined against Borrower.
(c) Borrower shall file a valid notice of cessation or Notice of Completion upon cessation of construction work on the Development for a continuous period of thirty (30) days or more and take all other steps necessary to forestall the assertion of claims of lien against the Property. Borrower authorizes the City, but the City has no obligation, to record any notices of completion or cessation of labor, or any other notice that the City deems necessary or desirable to protect its interest in the Development.

Section 3.10 Inspections.
(a) The Borrower shall permit and facilitate, and shall require its contractors to permit and facilitate, observation and inspection of the Development by the City and by public authorities during reasonable business hours upon forty-eight (48) hours' written notice for the purposes of determining compliance with this Agreement, provided, however, that nothing in this Agreement shall entitle the City to enter an occupied unit in the Development without notice to the tenant thereof, which the Borrower shall deliver on behalf of the City, and permission from such tenant to the extent such permission is required by law. Such inspections do not relieve the Borrower, or its contractors, from any applicable requirement to obtain other City inspections in connection with the construction of the Improvements.
(b) After the completion of an inspection the City shall deliver a copy of the inspection report to the Borrower. If the City determines as a result of such inspection that there are any life-threatening health and safety related deficiencies, Borrower has the obligation to correct such deficiencies immediately, in accordance with 24 C.F.R. 92.251. If the City determines as a result of the inspection that there are any deficiencies for any of the inspectable items in the Development, the Borrower shall correct such deficiencies within fifteen (15) days from the delivery of the inspection report or if a period longer than fifteen (15) days is reasonably necessary to correct the deficiency, then Borrower must begin to correct the deficiency within fifteen (15) days and correct the deficiency as soon as reasonably possible. In addition, the Borrower acknowledges that the City may re-inspect the Development to verify all deficiencies have been corrected or rely on third party documentation submitted by the Borrower for non-hazardous deficiencies in conformance with 24 C.F.R. 92.251(f)(5).

Section 3.11 Approved Financing Plan.

As of the date of this Agreement, the City has approved the Approved Financing Plan, and which may amended from time to time as approved by the Housing Director.

Section 3.12 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 must be contributed as general 1187
Agreement # 32600397
1650\39\4183570.3 15
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 Housing Director may be revised from time to time. Except for the Developer Fee, compensation paid under the construction contract for the Improvements, 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 Improvements.

Section 3.13 Marketing Plan.
(a) No later than six (6) months prior to the projected date of the Completion of Construction, Borrower shall submit to the City for approval its plan for marketing the Development to income-eligible households as required pursuant to the Regulatory Agreement, including information on affirmative marketing efforts and compliance with fair housing laws and 24 C.F.R. 92.351(a) (the “Marketing Plan”). To the extent permitted by law, the Marketing Plan shall: (1) at initial lease-up with respect to the HOME-Assisted Units, provide the City with a thirty (30) calendar day priority to refer rental applicants under its Affordable Housing Interest List; and (2) on an on-going basis and to the extent permitted by law, provide first priority to people who live or work in the City to rent the HOME-Assisted Units. Except as otherwise set forth above, HOME-Assisted Units shall be rented to eligible households on a first-come, first-served basis. (b) Upon receipt of the Marketing Plan, the City will promptly review the Marketing Plan and will approve or disapprove it within thirty (30) business days after submission.

If the Marketing Plan is not approved, Borrower shall submit a revised Marketing Plan within thirty (30) business days. Borrower shall follow this procedure for resubmission of a revised Marketing Plan until the Marketing Plan is approved by the City. (c) If after five (5) months after the Completion of Construction any HOMEAssisted Unit remains unoccupied, the Borrower shall submit a detailed report of the ongoing marketing efforts, and if deemed appropriate by the City, any necessary amendments or updates to the Marketing Plan aimed at ensuring any unoccupied HOME-Assisted Unit is promptly leased.

If any of the HOME-Assisted Units remain unoccupied eleven (11) months after the Completion of Construction, the Borrower shall submit a detailed report of the ongoing marketing efforts and submit to the City an update to the Marketing Plan. Failure to lease all of the HOME-Assisted Units to an eligible tenant within eighteen (18) months of Completion of Construction shall trigger the special repayment pursuant to Section 2.6(b).

ARTICLE 4.

LOAN REQUIREMENTS
Section 4.1 Per Unit Subsidy Requirement. The total amount of the Loan may not exceed the maximum per unit subsidy for HOME-Assisted Units amount established under 24 C.F.R. §92.250.

Section 4.2 Financial Accountings and Post-Completion Audits. 1188
Agreement # 32600397
1650\39\4183570.3 16
(a) No later than ninety (90) days following Completion of Construction, Borrower shall provide to the City a financial accounting of all sources and uses of funds for the Development. No later than one hundred fifty (150) days following Completion of Construction, Borrower shall submit to the City a copy of the cost certification report prepared by the Borrower's accountant showing the sources and uses of all funds utilized for the Development Improvements. (b) This requirement may be satisfied by providing the Final Cost Certification to the City. “Final Cost Certification” means the Final Cost Certification Sources and Uses of Funds prepared by Borrower for the Development that has been prepared using generally accepted accounting procedures in effect in the United States from time to time, consistently applied.

Section 4.3 Annual Operating Budget.

Sixty (60) days prior to the end of each calendar year, Borrower shall submit to Lender, for Lender’s review and approval, a proposed Annual Operating Expenses, as defined in Section

1.1(d) of this Agreement, for the Project for the following calendar year. Information.

Section 4.4 Information.

Borrower shall provide any information related to the Development reasonably requested by the City in connection with the Development, including (but not limited to) any information required by HUD in connection with Borrower's use of the Loan funds.

Section 4.5 Records.
(a) Borrower shall keep and maintain at the Development, or at the corporate offices of the Borrower's general partner, or elsewhere with the City's written consent, full, complete and appropriate books, records and accounts relating to the Development, including all such books, records and accounts necessary or prudent to evidence and substantiate in full detail Borrower's calculation of Residual Receipts, and disbursements of Residual Receipts. Books, records and accounts relating to Borrower's compliance with the terms, provisions, covenants and conditions of this Agreement. All applicable financial documents are to be kept and maintained in accordance with generally accepted accounting principles consistently applied. All such books, records, and accounts shall at reasonable times be open to and available for inspection and copying by HUD, the City, its auditors or other authorized representatives at reasonable intervals during normal business hours and forty-eight (48) hours' prior written notice to Borrower. Borrower shall preserve such records for a period of not less than five (5) years after the creation of such records in compliance with all HUD records and accounting requirements. Copies of all tax returns and other reports that Borrower may be required to furnish to any governmental agency are to be open for inspection by the City at all reasonable times at the place that the books, records and accounts of Borrower are kept. If any litigation, claim, negotiation, audit exception, monitoring, inspection or other action relating to the use of the Loan is pending at the end of the record retention period stated herein, then Borrower shall retain the records until such action and all related issues are resolved. The records are to include all invoices, receipts, and other documents related to expenditures from the Loan funds. Borrower shall cause records to be accurate and current and in such a form as to allow the City to comply with the record keeping requirements contained in 24 C.F.R. 92.508. Such records are to include but are not limited to:
1189
Agreement # 32600397
1650\39\4183570.3 17
(1) Records providing a full description of the activities undertaken with the use of the Loan funds;
(2) Records demonstrating compliance with City and HUD
property standards and lead-based paint requirements, including, as applicable, the Uniform Physical Conditions Standards established by HUD pursuant to 24 C.F.R. 5.703; (3) Records documenting compliance with the fair housing, equal opportunity, and affirmative fair marketing requirements; (4) Financial records as required by 24 C.F.R. 92.505, and Uniform Grant Guidance (2 C.F.R. Part 200);
(5) Records demonstrating compliance with the Tenant
Selection Plan requirements pursuant to 24 C.F.R. 92.253(d), and HOME affordability and income requirements;
(6) Records demonstrating compliance with MBE/WBE
requirements;
(7) Records demonstrating compliance with 24 C.F.R. Part 75 which implements Section 3 of the Housing Development Act of 1968; (8) Records demonstrating compliance with applicable
relocation requirements, which must be retained for at least five (5) years after the date by which persons displaced from the property have received final payments; (9) Records demonstrating compliance with applicable labor requirements including certified payrolls from Borrower's general contractor evidencing that applicable prevailing wages have been paid.
(10) Records demonstrating compliance with 24 C.F.R. 8.20. (b) The City shall notify Borrower of any records it deems insufficient.

Borrower has thirty (30) calendar days after the receipt of such a notice to correct any deficiency in the records specified by the City in such notice, or if a period longer than thirty (30) days is reasonably necessary to correct the deficiency, then Borrower must begin to correct the deficiency within thirty (30) days and correct the deficiency as soon as reasonably possible.

Section 4.6 City Audits.

Each year, Borrower shall provide the City with a copy of Borrower's annual audit, which shall include information on all of Borrower's activities (if any) and not just those pertaining to the Development. In addition, the City or any designated agent or employee of the City at any time shall be entitled to audit all of Borrower's books, records, and accounts pertaining thereto and the Borrower and the Borrower's general partners shall submit all other financial information pertaining to the Development as is reasonably requested by the City or determined by the City as necessary for compliance with the requirements of 24 C.F.R. 504(d). Borrower shall also follow audit requirements of the Single Audit Act and Uniform Grant Guidance (UGG) 2 C.F.R. Part 200. Such 1190
Agreement # 32600397
1650\39\4183570.3 18
audit shall be conducted during normal business hours at the principal place of business of Borrower and other places where records are kept. Immediately after the completion of an audit by the City, the City shall deliver a copy of the results of such audit to Borrower.

Section 4.7 HOME Requirements.
(a) Borrower shall comply with all applicable laws and regulations governing the use of the HOME Loan funds as set forth in 24 C.F.R. Part 92, including the requirements of the Regulatory Agreement during the HOME Reporting Term. In the event of any conflict between this Agreement and applicable laws and regulations governing the use of the Loan funds, the applicable laws and regulations govern. During the HOME Reporting Term, these requirements are federal requirements, implemented by the City.
(b) The laws and regulations governing the use of the Loan funds include (but are not limited to) the following:
(1) Eligible Project Costs. Restrictions on funding only eligible Project costs as defined under 24 C.F.R. 92.206 (subject to Section 2.3 above). (2) Environmental and Historic Preservation. 24 C.F.R. Part 50 and 24 C.F.R. Part 58, which prescribe procedures for compliance with the National Environmental Policy Act of 1969 (42 U.S.C. 4321-4361), and the additional laws and authorities listed at 24 C.F.R. 58.5.
(3) Debarred, Suspended or Ineligible Contractors. The
prohibition on the use of debarred, suspended, or ineligible contractors set forth in 24 C.F.R.

Part 24.
(4) Civil Rights, Housing and Community Development, and Age Discrimination Acts. The Fair Housing Act (42 U.S.C. 3601 et seq.) and implementing regulations at 24 C.F.R. Part 100; Title VI of the Civil Rights Act of 1964 as amended; Title VIII of the Civil Rights Act of 1968 as amended; Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended; Section 504 of the Rehabilitation Act of 1973 (29 USC 794, et seq.); the Age Discrimination Act of 1975 (42 USC 6101, et seq.); Executive Order 11063 as amended by Executive Order 12259 and implementing regulations at 24 C.F.R. Part 107; Executive Order 11246 as amended by Executive Orders 11375, 12086, 11478, 12107; Executive Order 11625 as amended by Executive Order 12007; Executive Order 12432; Executive Order 12138 as amended by Executive Order 12608, Executive Order 13672 concerning gender identity. (5) Lead-Based Paint. The requirement of the Lead-Based Paint Poisoning Prevention Act, as amended (42 U.S.C. 4821 et seq.), the Residential Lead-Based Paint Hazard Reduction Act (42 U.S.C. 4851 et seq.), and implementing regulations at 24 C.F.R. Part 35 and 24 C.F.R. 92.355.
(6) Relocation. The requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601, et seq.), and implementing regulations at 49 C.F.R. Part 24; 24 C.F.R. 570.606; Section 104(d) of 1191
Agreement # 32600397
1650\39\4183570.3 19
the Housing and Community Development Act of 1974 and implementing regulations at 24 C.F.R. 42 et seq.; 24 C.F.R. 92.353; and California Government Code Section 7260 et seq. and implementing regulations at 25 California Code of Regulations Sections 6000 et seq. If and to the extent that development of the Development results in the permanent or temporary displacement of residential tenants, homeowners, or businesses, then 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. If and to the extent applicable, Borrower shall prepare and submit a relocation plan to the City for approval. Borrower is solely responsible for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with such relocation laws. Borrower shall indemnify, defend (with counsel reasonably chosen by the City), and hold harmless the City against all claims that arise out of relocation obligations to residential tenants, homeowners, or businesses permanently or temporarily displaced by the Development.
(7) Discrimination against the Disabled. The requirements of the Fair Housing Act (42 U.S.C. 3601 et seq.) and implementing regulations at 24 C.F.R.

Part 100; Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), the Uniform Federal Accessibility Standards (24 C.F.R. 8.20, et seq. 8.51) and federal regulations issued pursuant thereto, which prohibit discrimination against the disabled in any federally assisted program, the requirements of the Architectural Barriers Act of 1968 (42 U.S.C. 4151-4157) and the applicable requirements of Title II and/or Title III of the Americans with Disabilities Act of 1990 (42 U.S.C. 12131 et seq.), and federal regulations issued pursuant thereto. (8) Clean Air and Water Acts. The Clean Air Act, as amended, 42 U.S.C. 7401 et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., and the regulations of the Environmental Protection Agency with respect thereto, at 40 C.F.R. Part 1500, as amended from time to time. (9) Uniform Administrative Requirements. The provisions of 2 C.F.R. 200 regarding Uniform Administrative Requirements, Cost Principles, And Audit Requirements for Federal Awards.
(10) Training Opportunities. The requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701(u) and implementing Regulations at 24 C.F.R. 75 (“Section 3”). (A) The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. Section 1701(u). 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. (B) The parties to this contract agree to comply with HUD's regulations in 24 C.F.R. 135 et seq., which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. 1192
Agreement # 32600397
1650\39\4183570.3 20
(C) Pursuant to Section 3, to the greatest extent feasible, and consistent with existing Federal, state, and local laws and regulations Borrower shall ensure:
(i) that employment and training opportunities arising in connection with the Development are provided to Section 3 workers within the metropolitan area (or nonmetropolitan county) in which the Development is located. Where feasible, priority for opportunities and training described above should be given to: (i) Section 3 workers residing within the service area or the neighborhood of the Project, and (ii) participants in YouthBuild programs; and
(ii) that contracts for work awarded in connection with the Development are provided to business concerns that provide economic opportunities to Section 3 workers residing within the metropolitan area (or nonmetropolitan county) in which the Development is located. Where feasible, priority for opportunities and training described above should be given to: (i) Section 3 business concerns that provide economic opportunities to Section 3 workers residing within the service area or the neighborhood of the Development, and (ii) participants in YouthBuild programs.
(D) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 clause; and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference; shall set forth minimum number and job titles subject to hire; availability of apprenticeship and training positions; the qualifications for each; the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. (E) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 C.F.R. 135 et seq., and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. 135 et seq.

The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. 135 et seq.
(F) The contractor will certify that any vacant employment positions, including training positions, that are filled (i) after the contractor is selected but before the contract is executed, and (ii) with persons other than those to whom the regulations of 24 C.F.R. 135 et seq. require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 C.F.R. 135 et seq.
(G) Borrower will be considered to have complied with the Section 3 requirements, in the absence of evidence to the contrary, if it certifies that it has followed the prioritization of effort set forth in subsection (C) above, and meets or exceeds the applicable Section 3 benchmark as described in 24 C.F.R. 75.23(b). 1193
Agreement # 32600397
1650\39\4183570.3 21
(H) Borrower shall maintain records of its Section 3 activities and cause such records to be accurate and current and in a form that allows the City to comply with the reporting requirements of 24 C.F.R. 75.25.
(I) Borrower shall require all contractors and subcontractors performing work on the Development to comply with the Section 3 requirements. (J) Noncompliance with HUD's regulations in 24 C.F.R. 135 et seq. may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts.
(11) Labor Standards. The labor requirements set forth in 24 C.F.R. 92.354; the prevailing wage requirements of the Davis-Bacon Act and implementing rules and regulations (40 U.S.C. 3141-3148); the Copeland “Anti-Kickback” Act (40 U.S.C. 276(c)) which requires that workers be paid at least once a week without any deductions or rebates except permissible deductions; the Contract Work Hours and Safety Standards Act – CWHSSA (40 U.S.C. 3701-3708) which requires that workers receive “overtime” compensation at a rate of 1-1/2 times their regular hourly wage after they have worked forty (40) hours in one (1) week; and Title 29, Code of Federal Regulations, Subtitle A, Parts 1, 3 and 5 are the regulations and procedures issued by the Secretary of Labor for the administration and enforcement of the Davis-Bacon Act, as amended. (12) Drug Free Workplace. The requirements of the Drug Free Workplace Act of 1988 (P.L. 100-690) and implementing regulations at 24 C.F.R. Part 24. (13) Anti-Lobbying; Disclosure Requirements. The disclosure requirements and prohibitions of 31 U.S.C. 1352 and implementing regulations at 24 C.F.R.

Part 87.
(14) Historic Preservation. The historic preservation
requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. Section 470) and the procedures set forth in 36 C.F.R. Part 800. If archeological, cultural, or historic period resources are discovered during construction, all construction work must come to a halt and Borrower shall immediately notify the City. Borrower shall not alter or move the discovered material(s) until all appropriate procedures for “post-review discoveries” set forth in Section 106 of the National Historic Preservation Act have taken place, which include, but are not limited to, consultation with the California State Historic Preservation Officer and evaluation of the discovered material(s) by a qualified professional archeologist.
(15) Flood Disaster Protection. The requirements of the Flood Disaster Protection Act of 1973 (P.L. 93-234) (the “Flood Act”). No portion of the assistance provided under this Agreement is approved for acquisition or construction purposes as defined under Section 3(a) of the Flood Act, for use in an area identified by HUD as having special flood hazards which is not then in compliance with the requirements for participation in the national flood insurance program pursuant to Section 201(d) of the Flood Act. The use of any assistance provided under this Agreement for such acquisition or construction in such identified areas in communities then participating in the National 1194
Agreement # 32600397
1650\39\4183570.3 22
Flood Insurance Program is subject to the mandatory purchase of flood insurance requirements of Section 102(a) of the Flood Act. If the Property is located in an area identified by HUD as having special flood hazards and in which the sale of flood insurance has been made available under the National Flood Insurance Act of 1968, as amended, 42 U.S.C. 4001 et seq., the property owner and its successors or assigns must obtain and maintain, during the ownership of the Property, such flood insurance as required with respect to financial assistance for acquisition or construction purposes under - Section 102(s)
of the Flood Act. Such provisions are required notwithstanding the fact that the construction on the Property is not itself funded with assistance provided under this Agreement. (16) Religious Organizations. If the Borrower is a religious organization, as defined by the HOME requirements, the Borrower shall comply with all conditions prescribed by HUD for the use of HOME funds by religious organizations, including the First Amendment of the United States Constitution regarding church/state principles and the applicable constitutional prohibitions set forth in 24 C.F.R. 92.257. (17) HUD Regulations. Any other HUD regulations present or as may be amended, added, or waived in the future pertaining to the Loan funds. (18) Physical Needs Assessment. To the extent required by thencurrent HOME Regulations, during the HOME Reporting Term, the Borrower shall conduct, or caused to be conducted, a physical needs assessment on the Development once every five (5) years from the date that the Construction of the Development is completed.

The Borrower shall comply with all HUD requirements for conducting and documenting the physical needs assessment and shall provide the City with a copy of all documentation related to each physical needs assessment conducted, or caused to be conducted, by the Borrower.
(19) VAWA Requirements. The requirements of the Violence Against Women Act at 24 C.F.R. part 5, subpart L. The owner of HOME-assisted rental housing must provide the notice and certification form described in 24 CFR 5.2005(a) to the applicant for a HOME-assisted unit at the time the applicant is admitted to a HOMEassisted unit, or denied admission to a HOME-assisted unit based on the owner's tenant selection policies and criteria. The owner of HOME-assisted rental housing must also provide the notice and certification form described in 24 CFR 5.2005 with any notification of eviction from a HOME-assisted unit.
(20) BABA Requirements. The Borrower shall comply with all provisions of the Build America, Buy America Act (BABA), as set forth in Division G, Title IX, Subtitle A, Sections 70901–70927 of the Infrastructure Investment and Jobs Act (Pub.

L. 117-58), to the extent applicable to the Development, including but not limited to, ensuring that the construction materials used in the project are produced in the United States.

This includes all iron, steel, and manufactured products, and construction materials unless an exception is authorized under the law. City and Borrower understand that BABA will apply to park portion of the Development only as the park portion and housing portion of the Development will be under separate construction contracts.

Section 4.8 Hazardous Materials.
1195
Agreement # 32600397
1650\39\4183570.3 23
(a) Borrower shall keep and maintain the Property in compliance with, and may not cause or permit the Property to be in violation of any federal, state or local laws, ordinances or regulations relating to industrial hygiene or to the environmental conditions on, under or about the Property including, but not limited to, soil and ground water conditions. Borrower may not use, generate, manufacture, store or dispose of on, under, or about the Property or transport to or from the Property any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials, including without limitation, any substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” or “toxic substances” under any applicable federal or state laws or regulations (collectively referred to hereinafter as “Hazardous Materials”) except such of the foregoing as may be customarily used in construction of projects like the Development or kept and used in and about residential property of this type.
(b) Borrower shall immediately advise the City in writing if at any time it receives written notice of: (1) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Borrower or the Property pursuant to any applicable federal, state or local laws, ordinances, or regulations relating to any Hazardous Materials, (“Hazardous Materials Law”); (2) all claims made or threatened by any third party against Borrower or the Property relating to damage, contribution, cost recovery compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in clauses (1) and (2) above are hereinafter referred to as “Hazardous Materials Claims”); and (3) Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Law. (c) The City has the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys' fees in connection therewith paid by Borrower, provided that no such payment of attorney's fees will be required if the Hazardous Materials Claims arise as a result of the activities of the City. Borrower shall indemnify and hold harmless the City and its board members, supervisors, directors, officers, employees, agents, successors and assigns from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or attributable to the use, generation, storage, release, threatened release, discharge, disposal, or presence of Hazardous Materials on, under, or about the Property including without limitation: (1) all foreseeable consequential damages; (2) the costs of any required or necessary repair, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other required plans and (3) all reasonable costs and expenses incurred by the City in connection with clauses (1) and (2), including but not limited to reasonable attorneys' fees and consultant's fees. This indemnification applies whether or not any government agency has issued a cleanup order. Losses, claims, costs, suits, liability, and expenses covered by this indemnification provision include, but are not limited to: (A) losses attributable to diminution in the value of the Property; (B) loss or restriction of use of rentable space on the Property; (C) adverse effect on the marketing of any rental space on the Property; and (D) penalties and fines levied by, and remedial or enforcement actions of any kind issued by any regulatory agency (including but not limited to the costs of any required testing, remediation, repair, removal, cleanup or detoxification of the Property and surrounding properties).
1196
Agreement # 32600397
1650\39\4183570.3 24
(d) Without the City's prior written consent, which will not be unreasonably withheld, Borrower may not take any remedial action in response to the presence of any Hazardous Materials on, under or about the Property (other than in emergency situations or as required by governmental agencies having jurisdiction), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Material Claims.

Section 4.9 Maintenance and Damage.

The Borrower hereby agrees that, prior to completion of the Improvements, the portions of the Property undergoing construction shall be maintained in a neat and orderly condition to the extent practicable and in accordance with industry health and safety standards, and that, once the Improvements are completed, the Development shall be well maintained by the Borrower as to both external and internal appearance of the Improvements, the common areas, and the open spaces. The Borrower shall maintain the Development in good repair and working order, and in a neat, clean and orderly condition, including the walkways, driveways, alleyways and landscaping, and from time to time make all necessary and proper repairs, renewals, and replacements.

Section 4.10 Fees and Taxes.

The Borrower shall apply for and shall thereafter use good faith efforts to obtain an exemption from local property taxes pursuant to Section 214(g) of the California Revenue and Taxation Code. The Borrower shall pay all unabated real property taxes on the Development, personal property taxes, assessments and charges and all franchise, income, employment, old age benefit, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property or the Borrower's fee interest in the Property; provided, however, that the Borrower shall have the right to contest in good faith any such taxes, assessments, or charges. In the event the Borrower exercises its right to contest any tax, assessment, or charge against it, the Borrower, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest.

Section 4.11 Operation of Development as Affordable Housing. (a) Promptly after Completion of Construction and for the HOME Reporting Term, Borrower shall operate the Development as an affordable housing development consistent with: (1) HUD's requirements for use of the HOME Funds; (2) the Regulatory Agreement; and (3) any other regulatory requirements imposed on Borrower including but not limited to regulatory agreements associated with the City HOME Loan.
(b) Before leasing any HOME-Assisted Unit in the Development, Borrower shall submit its proposed form of lease agreement for the City's review and approval. The lease must not contain any provision which is prohibited by 24 C.F.R. 92.253(b) and any modifications thereto. The initial term of the lease for any HOME-Assisted Unit in the Development will be for no less than one (1) year, except by mutual agreement between Borrower and the Tenant. Any Borrower termination of a lease agreement for any HOME-Assisted Unit in the Development or refusal to renew must be in conformance with 24 C.F.R. 92.253(c), and must be preceded by not less than sixty (60) days written notice to the Tenant by Borrower specifying the grounds for the action.
1197
Agreement # 32600397
1650\39\4183570.3 25
(c) Before leasing any HOME-Assisted Unit in the Development, Borrower shall provide the City, for its review and approval, with Borrower's written tenant selection plan (the “Tenant Selection Plan”), which plan shall be in compliance with the requirements of 24 C.F.R. 92.253(d), and the Marketing Plan.
(d) Borrower shall evaluate the income eligibility of each Tenant household in a HOME-Assisted Unit within sixty (60) days before the household's expected occupancy of one of the HOME-Assisted Units. For all HOME-Assisted Units, Borrower shall certify or cause the property manager to certify each tenant household's income on an annual basis. (e) Borrower shall maintain all documents setting forth the household income of each household occupying a HOME-Assisted Unit, and the total amount for rent, utilities, and related services charged to each household occupying a HOME-Assisted Unit, as prescribed by the Regulatory Agreement and all other recorded regulatory restrictions.

Section 4.12 Nondiscrimination.

Borrower herein covenants by and for itself, its heirs, executors, administrators, successors and assigns, and all persons claiming under or through them, that there will be no discrimination against or segregation of a person or of a group of persons on account of race, color, religion, creed, age (except for lawful senior housing in accordance with state and federal law), familial status, disability, sex, sexual orientation, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor may Borrower or any person claiming under or through Borrower establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property. Borrower shall comply with Executive Orders 11246, 11375, 11625, 12138, 12431, 12250, 13672, Title VII of the Civil Rights Act of 1964, the California Fair Housing and Employment Act and other applicable Federal, State and local laws and regulations and policies relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted. The foregoing covenant will run with the land.

Section 4.13 Transfer.
(a) Definition. For purposes of this Agreement, “Transfer” means any sale, assignment, or transfer, whether voluntary or involuntary, of: (1) any rights and/or duties under this Agreement; and/or (2) any interest in the Development, including (but not limited to) a fee simple interest, a joint tenancy interest, a life estate, a partnership interest, a leasehold interest, a security interest, or an interest evidenced by a land contract by which possession of the Development is transferred and Borrower retains title. The term “Transfer” excludes the leasing of a Unit in the Development to an occupant in compliance with the Regulatory Agreement, and the leasing of any unrestricted units. The Housing Director is authorized to execute assignment and assumption agreements on behalf of the City to implement any approved Transfer. (b) Prohibition. Except as expressly permitted in this Agreement, the Borrower represents and agrees that the Borrower shall not make or create, or suffer to be made or created, any Transfer, either voluntarily or by operation of law without the prior written approval of the City.
1198
Agreement # 32600397
1650\39\4183570.3 26
(1) The limitations on Transfers set forth in this Section shall apply throughout the HOME Loan Term.
(2) Any Transfer made in contravention of this Section shall be void and shall be deemed to be a default under this Agreement whether or not the Borrower knew of or participated in such Transfer.
(c) Permitted Transfers. Notwithstanding the foregoing, the following permitted Transfers shall be permitted and are hereby approved by the City (each a “Permitted Transfer”):
(1) Any Transfer related to any loan or grant listed in the Approved Financing Plan.
(2) Any Transfer directly resulting from the foreclosure of a lien of loan set forth in the Approved Financing Plan or the granting of a deed in lieu of foreclosure of a lien of a loan set forth in the Approved Financing Plan. (3) 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. (4) The lease of residential units in the Development consistent with this Agreement and the Regulatory Agreement.
(5) The granting of easements for the development of the Improvements.
(6) The admission of the Investor Limited Partner as a limited partner 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. (7) 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 Investor Limited Partner 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 Investor Limited Partner and approved by the City, which approval shall not be withheld unreasonably, delayed or conditioned.
(8) The grant and exercise of a right of first refusal in connection with the tax credit syndication of the Property. (9) The Transfer of the Development from Borrower, while the Borrower is in the form of a limited partnership, to one or more of the general partners of 1199
Agreement # 32600397
1650\39\4183570.3 27
the Borrower or their Affiliates at the end of the tax credit compliance period for the Development.
(10) 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.

Section 4.14 Insurance Requirements.

Borrower shall maintain the insurance coverage as specified in Exhibit C throughout the HOME Loan Term.

Section 4.15 Anti-Lobbying Certification.
(a) Borrower certifies, to the best of Borrower's knowledge or belief, that:
(1) No federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 the awarding of any 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. (b) This certification is a material representation of fact upon which reliance was placed when this Agreement was made or entered into. Submission of this certification is a prerequisite for making or entering into this Agreement imposed by Section 1352, Title 31, U. S.

Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than Ten Thousand Dollars ($10,000) and no more than One Hundred Thousand Dollars ($100,000) for such failure.

Section 4.16 Affordability and Project Monitoring.
(a) Throughout the HOME Reporting Term, the Borrower shall comply with all applicable record keeping and monitoring requirements set forth in (24 C.F.R. Section 92.508) of the HOME Regulations and shall annually complete and submit to the City income and rent certifications for the HOME-Assisted Units in a format reasonable acceptable to the City, which acceptable format shall include the report of such information delivered to HCD or TCAC. The City shall charge Borrower an annual monitoring fee in the initial amount of $115 per HOMEAssisted Unit, and increased annually by 3%, to conduct on-site Project monitoring. 1200
Agreement # 32600397
1650\39\4183570.3 28
(b) Representatives of the City (and HUD or its authorized representatives) shall be entitled to enter the Property upon at least forty-eight (48) hours' notice at reasonable times to monitor compliance with this Agreement, to inspect the records of the Development with respect to the HOME-Assisted Units, and to conduct an independent audit of such records. The Borrower agrees to cooperate with the City in making the Property available for such inspection. If for any reason the City is unable to obtain the Borrower's consent to such an inspection, the Borrower understands and agrees that the City may obtain, at the Borrower's expense, an administrative inspection warrant or other appropriate legal order to obtain access to and search the Property. The Borrower agrees to maintain records in a business-like manner and to make such records available to the City upon forty-eight (48) hours' notice at reasonable times. Unless the City otherwise approves, such records shall be maintained for the most recent five years until five years after the expiration of the HOME Reporting Term.
(c) Throughout the HOME Loan Term, the Borrower grants the City inspection rights as set forth in Section 3.10 above, and throughout the HOME Reporting Term, Borrower shall make best efforts to allow the City to comply with all applicable physical monitoring requirements set forth in the HOME Regulations.

ARTICLE 5.

DEFAULT AND REMEDIES
Section 5.1 Events of Default.
(a) Subject to Section 6.14, each of the following constitutes an “Event of Default” by Borrower under this Agreement:
(1) Failure to Construct. Failure of Borrower to obtain permits, commence, and prosecute to completion, construction of the Development within the times set forth in the Schedule of Performance, subject to extensions for reasons of force majeure under Section 6.14.
(2) Failure to Make Payment. Failure to repay the principal and any interest on the Loan within ten (10) days of when such payment is due pursuant to the Loan Documents.
(3) Failure to Comply with the Management Plan. Failure to comply with the Management Plan approved by the City and such failure having continued uncured for thirty (30) days after receipt of written notice thereof from the City to the Borrower, which notice provides reasonable detail of the default and the required cure for such default.
(4) Failure to Comply with the Marketing Plan. Failure to comply with the Marketing Plan approved by the City and such failure having continued uncured for thirty (30) days after receipt of written notice thereof from the City to the Borrower, which notice provides reasonable detail of the default and the required cure for such default.
1201
Agreement # 32600397
1650\39\4183570.3 29
(5) Breach of Covenants. Failure by Borrower to duly perform, comply with, or observe any of the conditions, terms, or covenants of any of the Loan Documents, and Borrower fails to cure such default within forty-five (45) days after receipt of written notice thereof from the City to Borrower, if Borrower is incapable of curing a default within such forty-five (45) day period, the City will give the Borrower one hundred twenty (120) days to cure such default provided Borrower has commenced to cure within such forty-five (45) day period and is diligently proceeding to cure such default through the end of such period; provided, however, that if a different period or notice requirement is specified under any other section of this Article 5, the specific provisions shall control. (6) Default Under Other Loans. A default is declared under any other financing for the Development by the lender of such financing and such default remains uncured following any applicable notice and cure period. (7) Insolvency. A court having jurisdiction makes or enters any decree or order: (1) adjudging Borrower to be bankrupt or insolvent; (2) approving as properly filed a petition seeking reorganization of Borrower, or seeking any arrangement for Borrower under the bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction; (3) appointing a receiver, trustee, liquidator, or assignee of Borrower in bankruptcy or insolvency or for any of their properties; (4) directing the winding up or liquidation of Borrower if any such decree or order described in clauses (1) to (4), inclusive, is unstayed or undischarged for a period of ninety (90) calendar days; or (5) Borrower admits in writing its inability to pay its debts as they fall due or will have voluntarily submitted to or filed a petition seeking any decree or order of the nature described in clauses (1) to (4), inclusive. (8) Assignment; Attachment. Borrower assigns its assets for the benefit of its creditors or suffers a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon is returned or released within ninety (90) calendar days after such event or, if sooner, prior to sale pursuant to such sequestration, attachment, or execution. (9) Suspension; Termination. Borrower or its general partner shall have: (1) the operation of their business voluntarily or involuntarily suspended by the State of California, (2) voluntarily stopped or terminated the operation of their business; (3) the Borrower shall have the operation of the partnership voluntarily or involuntarily dissolved, suspended or terminated by the State of California. (10) Unauthorized Transfer. Any Transfer other than as
permitted pursuant other than a permitted under this Agreement. (11) Failure to Timely Lease. Failure of Borrower to lease all of the HOME-Assisted Units within eighteen (18) months of the Completion of Construction unless Borrower makes the repayment required under Section 2.6(b) above. (12) Applicability to General Partners. The occurrence of any of the events set forth in subsection (7), subsection (8), or subsection (9) in relation to any of the Borrower's general partners.
1202
Agreement # 32600397
1650\39\4183570.3 30
Section 5.2 Remedies.
(a) Upon the occurrence of an Event of Default and following the expiration of all applicable notice and cure periods the City: (1) is relieved of any obligation to make or continue the Loan; and (2) has the right to proceed with any and all remedies set forth in this Agreement and the Loan Documents, including but not limited to the following:
(1) Acceleration of Note. The City may cause all indebtedness of Borrower to the City under this Agreement and the Note, together with any accrued interest thereon, to become immediately due and payable. Borrower waives all right to presentment, demand, protest or notice of protest or dishonor. The City may proceed to enforce payment of the indebtedness and to exercise any or all rights afforded to the City as a creditor and secured party under the law including the Uniform Commercial Code, including foreclosure under the Deed of Trust. Borrower is liable to pay the City on demand all reasonable expenses, costs and fees (including, without limitation, reasonable attorney's fees and expenses) paid or incurred by the City in connection with the collection of the Loan and the preservation, maintenance, protection, sale, or other disposition of the security given for the Loan.
(2) Specific Performance. The City has the right to mandamus or other suit, action or proceeding at law or in equity to require Borrower to perform its obligations and covenants under the Loan Documents or to enjoin acts on things that may be unlawful or in violation of the provisions of the Loan Documents. (3) Termination. The City has the right to terminate this Agreement and, at its sole option, to seek any remedies at law or equity available hereunder. (4) Right to Cure at Borrower's Expense. The City shall have the right to cure any monetary default by the Borrower under a loan in connection with the Development. The Borrower agrees to reimburse the City for any funds advanced by the City to cure a monetary default by the Borrower upon demand therefor, together with interest thereon at the lesser of the rate of ten percent (10%) per annum or the maximum rate permitted by law (the “Default Rate”) from the date of expenditure until the date of reimbursement.

Section 5.3 Right of Contest.

Borrower may contest in good faith any claim, demand, levy, or assessment the assertion of which would constitute an Event of Default hereunder. Any such contest is to be prosecuted diligently and in a manner unprejudicial to the City or the rights of the City hereunder.

Section 5.4 Remedies Cumulative.

No right, power, or remedy given to the City by the terms of this Agreement, or the Loan Documents is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy will be cumulative and in addition to every other right, power, or remedy given to the City by the terms of any such instrument, or by any statute or otherwise against Borrower and any other person. Neither the failure nor any delay on the part of the City to exercise 1203
Agreement # 32600397
1650\39\4183570.3 31
any such rights and remedies will operate as a waiver thereof, nor does any single or partial exercise by the City of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy.

Section 5.5 Limited Partner Cure Rights.

In addition to the provisions of Section 6.19 below, the City agrees to provide any Investor Limited Partner 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 Loan Documents, at the address provided to the City, provided, the City shall have no liability to the Investor Limited Partner for its failure to do so. The Investor Limited Partner 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 Loan Documents, and the City will accept tender of such cure as if delivered by Borrower. If the Investor Limited Partner 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 Investor Limited Partner 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 Investor Limited Partner to effect a cure of the Default, but in no event longer than sixty (60) days after the date of receipt by the Investor Limited Partner of written notice of the default.

ARTICLE 6.

GENERAL PROVISIONS
Section 6.1 Relationship of Parties.

Nothing contained in this Agreement is to be interpreted or understood by any of the Parties, or by any third persons, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between the City and Borrower or its agents, employees or contractors, and Borrower will at all times be deemed an independent contractor and to be wholly responsible for the manner in which it or its agents, or both, perform the services required of it by the terms of this Agreement. Borrower has and retains the right to exercise full control of employment, direction, compensation, and discharge of all persons assisting in the performance of services under the Agreement. In regard to the construction and operation of the Development, Borrower is solely responsible for all matters relating to payment of its employees, including compliance with Social Security, withholding, and all other laws and regulations governing such matters, and must include requirements in each contract that contractors are solely responsible for similar matters relating to their employees. Borrower is solely responsible for its own acts and those of its agents and employees.

Section 6.2 No Claims.

Nothing contained in this Agreement creates or justifies any claim against the City by any person that Borrower may have employed or with whom Borrower may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any 1204
Agreement # 32600397
1650\39\4183570.3 32
work or services with respect to the lease of the Property, the construction or operation of the Development, and Borrower shall include similar requirements in any contracts entered into for the construction or operation of the Development.

Section 6.3 Indemnification.

The Borrower agrees to indemnify, defend (with counsel reasonably approved by City) and hold harmless the City 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 contract from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by the City on account of any claim except where such indemnification is prohibited by law. The Borrower's indemnification obligation does not apply to the City's gross negligence or willful misconduct. This indemnification provision is not intended to and does not limit, negate, modify, nullify, or change the nonrecourse provisions of this Agreement or any other agreement, document, instrument, certificate or covenant executed by Borrower. The provisions of this Section will survive the expiration of the HOME Loan Term and the reconveyance of the Deed of Trust.

Section 6.4 Non-Liability of City Officials, Employees and Agents.

No council member, official, employee or agent of the City is personally liable to Borrower in the event of any default or breach by the City or for any amount that may become due to Borrower or its successor or on any obligation under the terms of this Agreement.

Section 6.5 No Third-Party Beneficiaries.

There are no third-party beneficiaries to this Agreement.

Section 6.6 Conflict of Interest.
(a) Except for approved eligible administrative or personnel costs, no person described in Section 6.6(b) below who exercises or has exercised any functions or responsibilities with respect to the activities funded pursuant to this 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 financial interest or financial 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. Borrower shall exercise due diligence to ensure that the prohibition in this Section 6.6(a) is followed.
(b) The conflict-of-interest provisions of Section 6.6(a) above applies to any person who is an employee, agent, consultant, officer of the City, or any immediate family member of such person, or any elected or appointed official of the City, or any person related within the third (3rd) degree of such person.
(c) In accordance with California Government Code Section 1090 and the Political Reform Act, California Government Code Section 87100 et seq., no person who is a 1205
Agreement # 32600397
1650\39\4183570.3 33
director, officer, partner, trustee or employee or consultant of Borrower, or immediate family member of any of the preceding, may make or participate in a decision, made by the City or a City board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or Borrower. Interpretation of this Section is governed by the definitions and provisions used in the Political Reform Act, California Government Code Section 87100 et seq., its implementing regulations manual and codes, and California Government Code Section 1090. (d) Borrower shall comply with the conflict-of-interest provisions set forth in 24 C.F.R. 92.356.

Section 6.7 Notices, Demands and Communications.

All notices required or permitted by any provision of this Agreement must be in writing and sent by registered or certified mail, postage prepaid, return receipt requested, or delivered by express delivery service, return receipt requested, or delivered personally, to the principal office of the Parties as follows:

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
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
To Borrower's lenders and investors as requested in writing by Borrower [alternatively can provide after selected]
Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected party may from time to time designate by mail as provided in this Section. 1206
Agreement # 32600397
1650\39\4183570.3 34
Receipt will be deemed to have occurred on the date shown on a written receipt as the date of delivery or refusal of delivery (or attempted delivery if undeliverable).

Section 6.8 Amendments.

No alteration or variation of the terms of this Agreement is valid unless made in writing by the Parties. The Housing Director is authorized to execute on behalf of the City amendments to the Loan Documents or amended and restated Loan Documents as long as any material change in the amount or terms of this Agreement is approved by the City Council.

Section 6.9 Action by City.

Except as may be otherwise specifically provided in this Agreement or another Loan Document, whenever any approval, notice, direction, finding, consent, request, waiver, or other action by the City is required or permitted under this Agreement or another Loan Document, such action may be given, made, or taken by the Housing Director, or by any person who shall have been designated in writing to the Borrower by the City, without further approval by the City Council. The City also authorizes the Housing Director or his or her designee to execute the other Loan Documents, estoppel certificates concerning the status of the Loan and the existence of Borrower defaults under the Loan Documents and subordination agreements substantially consistent with the terms of Section 2.8 above. Any such action shall be in writing. The Borrower acknowledges that nothing in this Agreement (including any approval by the Housing Director in accordance with this Agreement) shall limit, waive, or otherwise impair the authority and discretion of: (i) the City's Community Development Department, in connection with the review and approval of the proposed construction plans for the Development (or any change to such plans), or any use, or proposed use, of the Property; (ii) the City's issuance of a building permit; or (iii) any other office or department of the City acting in its capacity as a governmental regulatory authority with jurisdiction over the development, use, or operation of the Development.

Section 6.10 Applicable Law and Venue.

This Agreement is governed by the laws of the State of California. Any action brought claiming a breach of this Agreement or interpreting this Agreement shall be brought in and venue shall be in Ventura County, California.

Section 6.11 Parties Bound.

This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest and assigns of each of the Parties hereto except that there shall be no Transfer of any interest by any of the Parties hereto except pursuant to the terms of this Agreement. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor, heir, administrator, executor or assign of such party who has acquired an interest in compliance with the terms of this Agreement, or under law.

Section 6.12 Attorneys' Fees.
1207
Agreement # 32600397
1650\39\4183570.3 35
If any lawsuit is commenced to enforce any of the terms of this Agreement, the prevailing party will have the right to recover its reasonable attorneys' fees and costs of suit from the other party.

Section 6.13 Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions will continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability.

Section 6.14 Force Majeure.

In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of god; acts of the public enemy; pandemics and epidemics; quarantine restrictions; freight embargoes; supply chain delays; governmental restrictions or priority; litigation (including suits filed by third parties concerning or arising out of this Agreement); weather or soils conditions which, in the opinion of the Borrower's contractor, will necessitate delays; inability to secure necessary labor, materials or tools; acts of the other party; acts or failure to act of any public or governmental City or entity (other than the acts or failure to act of the City); or any other causes (other than the Borrower's inability to obtain financing for the Improvements) beyond the control or without the fault of the party claiming an extension of time to perform. An extension of time for any cause will be deemed granted if notice by the party claiming such extension is sent to the other within ten (10) business days from the date the party seeking the extension first discovered the cause and such extension of time is not rejected in writing by the other party within ten (10) business days of receipt of the notice. Times of performance under this Agreement may also be extended in writing by the City and the Borrower. In no event shall the cumulative delays during the HOME Loan Term of this Agreement exceed one hundred eighty (180) days, unless otherwise agreed to by the Parties in writing. As allowed under Section 6.9 of this Agreement, the Housing Director at the Housing Director's reasonable discretion may extend the cumulative delay limit without need for additional City Council approval.

Section 6.15 Waivers.

Any waiver by the City of any obligation or condition in this Agreement must be in writing.

No waiver will be implied from any delay or failure by the City to take action on any breach or default of Borrower or to pursue any remedy allowed under this Agreement or applicable law.

Any extension of time granted to Borrower to perform any obligation under this Agreement does not operate as a waiver or release from any of its obligations under this Agreement. Consent by the City to any act or omission by Borrower may not be construed to be consent to any other or subsequent act or omission or to waive the requirement for the City's written consent to future waivers.

Section 6.16 Title of Parts and Sections.
1208
Agreement # 32600397
1650\39\4183570.3 36
Any titles of the sections or subsections of this Agreement are inserted for convenience of reference only and are to be disregarded in interpreting any part of the Agreement's provisions.

Section 6.17 Entire Understanding of the Parties.

The Loan Documents constitute the entire agreement of the Parties with respect to the Loan.

Section 6.18 Multiple Originals; Counterpart.

This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts.

Section 6.19 Limited Partner Rights.

The City agrees to the following provisions for the benefit of the Borrower's Investor Limited Partner:
(a) The City will give the Investor Limited Partner a copy of any written notice that the City gives to Borrower under this Agreement and the other Loan Documents; (b) The City will give the Investor Limited Partner ten (10) days after their receipt of such notice to cure a non-payment of any sum due under the Loan Documents; (c) The City will give the Investor Limited Partner thirty (30) days after the Investor Limited Partner's receipt of such notice to cure any other default under this Agreement and other Loan Documents;
(d) If a default is incapable of being cured within thirty (30) days, the City will give the Investor Limited Partner sixty (60) days to cure such default provided the Investor Limited Partner has commenced to cure such default and is diligently proceeding to cure such default through the end of such period;
(e) If the Investor Limited Partner makes any such payment or otherwise cures such default, the City will accept such action as curing such 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 Development provided that: (1) sufficient funds are provided from other sources to effectively rebuild the Development to a lawful multifamily housing complex, and (2) 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. (Signatures appear on following pages)
1209
Agreement # 32600397
1650\39\4183570.3 S-1
HOME Loan Agreement
Signature page
IN WITNESS WHEREOF, City and Borrower have caused this Agreement to be executed by their respective duly authorized officers.

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 and member
By: _______________________________ _________________
Rick Schroeder, Date
President and Chief Executive Officer
[Signature Page Continues]

1210
Agreement # 32600397
1650\39\4183570.3 S-2
HOME Loan Agreement
Signature page
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

1211
Agreement # 32600397
1650\39\4183570.3

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 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
1212
Agreement # 32600397
1650\39\4183570.3

EXHIBIT B

EXHIBIT B

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 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 HOME
Loan Documents.

Submittal of Agreement. Borrower shall execute and submit the HOME 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 Loan Regulatory Agreement and City HOME 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.
1213
Agreement # 32600397
1650\39\4183570.3

EXHIBIT B
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
Close of Escrow and Construction Financing. (All aforementioned milestones must occur prior to close of construction financing). 3rd 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 Accomplishment Report. Submit 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-Assisted Units Leased and Occupied by Eligible Tenants.

Within 5 months of
issuance of a certificate of
occupancy or up to 18
months with City Approval

For the purposes of this Schedule of Performance, the commencement date is the Effective Date of the HOME 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. 1214
Agreement # 32600397
1650\39\4183570.3

EXHIBIT C

EXHIBIT C

INSURANCE REQUIREMENTS
1215
Agreement # 32600397
1650\39\4183570.3

EXHIBIT C
Exhibit INS-C

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

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

2. Borrower shall, prior to disbursement of the Loan, file with the Risk Manager certificates of insurance with original endorsements effecting coverage required by this Exhibit INS-E. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on the attached forms or on other forms approved by the Risk Manager. All certificates and endorsements are to be received and approved by the Risk Manager before work commences. City reserves the right to require complete certified copies of all required insurance policies at any time. The certificates of insurance and endorsements shall be sent via email (or fax if necessary) to the Risk Manager, addressed as follows (do not send hard copies):

City of Oxnard
Insurance Compliance
Reference No.

P.O. Box 100085 – OX
Duluth, GA 30096
Via Email: [email protected]
Via Fax: 678-259-1007

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

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

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

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

7. All insurance standards applicable to Borrower shall also be applicable to Borrower’s subcontractors. Borrower agrees to maintain appropriate agreements with subcontractors and to provide proper evidence of coverage upon receipt of a written request from the Risk Manager. 1216
Agreement # 32600397
1650\39\4183570.3

EXHIBIT C

INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS Certificates of Insurance
The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance.

You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay the contract start-up date because the City’s practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number. Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

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

INS-F.doc
1217
Agreement # 32600397
1650\39\4183570.3

EXHIBIT C
SAMPLE

ACORD CERTIFICATE OF INSURANCE ISSUE DATE (MM/DD/YY)

PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.

CODE SUB-CODE COMPANIES AFFORDING INSURANCE COVERAGE

INSURED COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS SPACE

COMPANY

LETTER B

COVERAGES

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY

REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

CO
LTR

TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE

DATE (MM/DD/YY)

POLICY EXPIRATION

DATE (MM/DD/YY)
LIMITS

A GENERAL LIABILITY
[x] COMMERCIAL GENERAL LIABILITY
[x] CLAIMS MADE [x] OCCUR.
[x] OWNER'S & CONTRACTOR'S PROT.

GENERAL AGGREGATE $2,000,000 PRODUCTS COMP/OP AGG. $2,000,000 PERSONAL & ADV. INJURY $2,000,000 EACH OCCURRENCE $2,000,000 FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $

A AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS

GARAGE LIABILITY
COMBINED SINGLE $1,000,000 LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $

A EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA FORM
EACH OCCURRENCE $ AGGREGATE $

A WORKERS' COMPENSATION
AND

EMPLOYERS' LIABILITY

STATUTORY LIMITS
EACH ACCIDENT $1,000,000 DISEASE-POLICY LIMIT $1,000,000 DISEASE-EACH EMPLOYEE $1,000,000

A OTHER
Errors and omissions insurance or malpractice insurance available for the insured's profession; if architectural, engineering or electrical work will be performed under the Contract, Course of Construction Insurance Minimum coverage $1,000,000
Each consultant/ $500,000
& listed sub-consultant
Course of Construction
Completed Value of Project

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS

CERTIFICATE HOLDER

CITY OF OXNARD
Attn: Insurance Compliance
Reference No._______
P.O. Box 100085 – OX
Duluth, GA 30096
Via Email: [email protected]
Via Fax: 678-259-1007

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER

NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.

AUTHORIZED REPRESENTATIVE
1218
Agreement # 32600397
1650\39\4183570.3

EXHIBIT C

GENERAL LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)

SUBMIT IN DUPLICATE
ENDORSEMENT NO. ISSUE DATE (MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE Included in Limits
In Addition to Limits
Telephone: Deductible Self-Insured Retention (check which) of $ with an Aggregate of $ applies to NAMED INSURED coverage. Per Occurrence Per Claim (which) APPLICABILITY This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS TYPE OF INSURANCE

GENERAL LIABILITY

COMMERCIAL GENERAL LIABILITY

COMPREHENSIVE GENERAL LIABILITY

OWNERS & CONTRACTORS PROTECTIVE
Claims Made
Retroactive Date
Occurrence

OTHER PROVISIONS

COVERAGES
LIABILITY LIMITS IN THOUSANDS $
EACH

OCCURRENCE AGGREGATE

GENERAL

PRODUCTS/COMPLETED OPERATIONS

PERSONAL & ADVERTISING INJURY

FIRE DAMAGE

Underwriter=s representative for claims pursuant to this insurance.

CLAIMS:

Name:

Address:

Telephone: ( )
In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:

1. INSURED. The City, its officers, agents, employees and volunteers are included as insureds with regard to liability and defense of suits arising from the operations, products and activities performed by or on behalf of the named insured.

2. CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the City; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as respects the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured’s scheduled underlying primary coverage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it.

3. SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company’s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.

4. CANCELLATION NOTICE. With respect to the interests of the City, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days prior written notice by receipted delivery has been given to the City.

5. PROVISIONS REGARDING THE INSURED’S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the City, its officers, agents, employees or volunteers.

6. SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:
a. Insurance Services Office Commercial General Liability Coverage, “occurrence” form CG0001; or a. If excess, affords coverage which is at least as broad as the primary insurance form CG0001.

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD
Attn: Insurance Compliance
Reference No._______
P.O. Box 100085 – OX
Duluth, GA 30096
Via Email: [email protected]
Via Fax: 678-259-1007

AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter
I (print/type name), warrant that I have authority
to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)
Telephone: ( ) Date Signed
Rev. 2/21 INS-E.doc
1219
Agreement # 32600397
1650\39\4183570.3

EXHIBIT C

AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)

SUBMIT IN DUPLICATE
ENDORSEMENT NO. ISSUE DATE (MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE Included in Limits
In Addition to Limits
Telephone: Deductible Self-Insured Retention (check which) of $ with an Aggregate of $ applies to NAMED INSURED coverage. Per Occurrence Per Claim (which) APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE OTHER PROVISIONS

COMMERCIAL AUTO POLICY

BUSINESS AUTO POLICY
OTHER
LIMIT OF LIABILITY CLAIMS: Underwriter’s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )
$ per accident, for bodily injury and property damage.

In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:

7. INSURED. The City, its officers, agents, volunteers and employees are included as insureds with regard to liability and defense of suits arising from the operations, products and activities performed by or on behalf of the named insured.

8. CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the City; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as respects the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured’s scheduled underlying primary coverage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it.

9. SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company’s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.

10. CANCELLATION NOTICE. With respect to the interests of the City, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days prior written notice by receipted delivery has been given to the City.

11. PROVISIONS REGARDING THE INSURED’S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the City, its officers, agents, employees or volunteers.

12. SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:
a. Insurance Services Office Automobile Liability Coverage, “occurrence” form CA0001, code ("any auto"); or b. If excess, affords coverage which is at least as broad as the primary insurance form referenced in the preceding section (1).

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD
Attn: Insurance Compliance
Reference No._______
P.O. Box 100085 – OX
Duluth, GA 30096
Via Email: [email protected]
Via Fax: 678-259-1007

AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter
I (print/type name), warrant that I have authority to
bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)
Telephone: ( ) Date Signed
1220
Agreement # 32600397
1650\39\4183570.3

EXHIBIT D

EXHIBIT D

DISBURSEMENT SCHEDULE

DISBURSEMENT SCHEDULE
Percentage of Project
Completion
Percentage of Funds
Disbursed
Maximum Disbursement
Amount
30% 30% $300,000
60% 30% $300,000
90% 30% $300,000
100% 10% $100,000
Total 100% $1,000,000
Final $ 100,000 disbursement to occur after issuance of certificate of occupancy and project is 100% occupied.

Eligible Loan Costs: HOME Eligible Hard and Soft Construction Costs 1221
Agreement # 32600397
1650\39\4183570.3

EXHIBIT E

EXHIBIT E

EXPENDITURE SUMMARY PAYMENT REQUEST (ESPR) FORM
1222
Agreement # 32600397
1650\39\4183570.3

EXHIBIT F

EXHIBIT F

RENTAL SET-UP AND COMPLETION FORM
1223
Agreement # 32600397
1650\39\4183570.3

EXHIBIT F
1224
Agreement # 32600397
1650\39\4183570.3

EXHIBIT F
1225
Agreement # 32600397
1650\39\4183570.3

EXHIBIT G

EXHIBIT G

QUARTERLY ACCOMPLISHMENT REPORT
1226
Agreement # 32600397
1650\39\4183570.3

EXHIBIT G
1227
Agreement # 32600397
1650\39\4183570.3

EXHIBIT G
1228
Agreement # 32600397

CITY HOME LOAN

PROMISSORY NOTE
1229
Agreement # 32600397
Note Page 1 536 - 538 Meta Street
City of Oxnard
1650\39\4183574.3

HOME LOAN PROMISSORY NOTE

ASPIRE APARTMENTS LP
Oxnard, California
$1,000,000 April , 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 Dollars ($1,000,000), 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 in developing 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 Dollars ($1,000,000) which are derived from funds received by the Lender from the United States Department of Housing and Urban Development through the HOME Investment Partnerships Program.

2. BORROWER’S OBLIGATION. This promissory note (“Note”) evidences Borrower’s obligation to pay Lender the principal amount of One Million Dollars ($1,000,000) (“City HOME Loan”) for the HOME Funds loaned to Borrower by Lender for the specific uses designated in the HOME 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 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 City on the fifth day of each month.

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 Section 3.3 of the Loan Agreement, or (d) an event of default by Borrower, as defined in Section 5.1 of the Loan Agreement, which has not been cured as provided for in Section 5.2 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 5.1 of the Loan Agreement, which has not been cured as provided for in Section 5.2 of the Loan Agreement, the principal and all current and accrued interest shall be due and payable in accordance with Section 9 of 1230
Agreement # 32600397
Note Page 2 536 - 538 Meta Street
City of Oxnard
1650\39\4183574.3
this Note. See also Section 5.2 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 accrued interest and principal shall be due and payable in accordance with the terms set forth in Section 5. Commencing on July 1st of the first year after 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, Borrower shall make a Loan payment in the following amount: (i) while AHSC AHD Loan and City HOME-ARP Loan are made and outstanding, no payment shall be made on the City HOME Loan; (ii) while the AHSC AHD Loan is made and outstanding but the City HOME-ARP Loan has not been made or has been fully repaid, then in an amount equal to ten and thirty-six hundredths percent (10.36%) of the Lenders' Share of Residual Receipts (50.00%) for the previous calendar year; and (iii) if the AHSC AHD Loan or the City HOME-ARP Loan has not made or at such time as the AHSC AHD Loan and the City HOME-ARP Loan have been fully satisfied, then the Lenders' Share of Residual Receipts (collectively referred to herein as an “Annual Payment”). Notwithstanding anything herein to the contrary, in allocation of the pay down of the City HOME Loan and the loans from the City made concurrently herewith under the HOME-ARP Program and the Community Development Block Grant Program, 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 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.

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 pursuant to that Loan Agreement, including without limitation the 1231
Agreement # 32600397
Note Page 3 536 - 538 Meta Street
City of Oxnard
1650\39\4183574.3
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.

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: 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. 1232
Agreement # 32600397
Note Page 4 536 - 538 Meta Street
City of Oxnard
1650\39\4183574.3

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

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

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

19. WAIVER. Any waiver by 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)
1233
Agreement # 32600397
Note Page S-1 536 - 538 Meta Street
City of Oxnard
1650\39\4183574.3
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
President and Chief Executive Officer

1234
Agreement # 32600397

CITY HOME LOAN

REGULATORY AGREEMENT AND DECLARATION OFRESTRICTIVE

COVENANTS
1235
1650\39\4190482.3 1
Agreement # 32600397

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

CITY HOME LOAN REGULATORY AGREEMENT AND

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

RECITALS
A. 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) manager’s unit (the “Project”).

B. The Lender has received HOME Investment Partnerships Program funds (“HOME 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.

C. Owner has received a loan from Lender in the amount of One Million Dollars ($1,000,000) in HOME Funds to provide financing for construction of the Project (the “City HOME Loan”).

D. Due to the loan assistance provided to Owner., the City has designated five (5) units as HOME assisted units (each such unit a "HOME-Assisted Unit"), which Units are fixed Units as defined in 24 C.F.R. 92.252(j). The HOME-Assisted Units are required to include five (5) one-bedroom Units. One two-bedroom unit, separate from the HOME-Assisted Units, shall be the manager's unit.

E. As further consideration for this funding and to further the interests of the Lender, the Owner has agreed to enter into and record this Agreement. The purpose of this Agreement is 1236
1650\39\4190482.3 2
Agreement # 32600397
to regulate and restrict the occupancy, rents, operation, ownership, and management of the Project. The covenants in this Agreement are intended to run with the land and be binding on the Owner and its successors and assigns in the Property.

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 Loan Agreement. Some of the following terms are defined in the City HOME Loan Agreement and repeated here for convenience of reference. Where such terms are not defined in the City HOME 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 This section intentionally left blank.

1.4 “CITY HOME LOAN” means the loan of HOME Funds in the amount of One Million Dollars ($1,000,000) made by the Lender to the Owner to finance certain development costs of the Project pursuant to the City HOME Loan Agreement and the City HOME Loan Note.

1.5 “CITY HOME 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 Loan.

1.6 “CITY HOME LOAN DEED OF TRUST” means that certain deed of trust, assignment of rents, and security agreement placed on the Property and the improvements to be constructed thereon as security for the City HOME 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 LOAN DOCUMENTS” are collectively the City HOME Loan Agreement, the City HOME Loan Note evidencing the City HOME Loan, the City HOME Loan Deed of Trust securing the City HOME 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.
1237
1650\39\4190482.3 3
Agreement # 32600397

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

1.9 “HOME-ASSISTED UNIT” means any of the five (5) Units on the Property designated by the Owner as “fixed” HOME units with restricted occupancy and rents pursuant to and subject to the requirements of this Agreement. A “fixed” unit must have the HOME-assisted designation, must be occupied by HOME income-eligible tenants, and must be at least comparable in terms of size, features and number of bedrooms to the units originally designated at initial occupancy, although the specific unit(s) so designated may vary with availability. A unit shall not be considered a HOME-Assisted Unit until the Unit has been constructed and made available for occupancy. Five (4) HOME-Assisted Units will be designated as as “Low HOME Units” rented in accordance with the limits set forth in 24 C.F.R. § 92.252(a).

1.10 "HOME PROGRAM" means the HOME Investment Partnerships Program.

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

1.12 This section intentionally left blank.

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

92.2. 1.14 “OWNER” means Aspire Apartments LP, a California limited partnership.

1.15 “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.

1.16 “PROPERTY” means the real property located at 536 – 538 Meta Street, Oxnard, 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.

1.17 “QUALIFYING HOUSEHOLD” means a household that qualifies as a LowIncome Household or Very Low-Income Household, as defined herein.

1.18 “QUALIFYING RENT” means the total monthly charges for rent, which shall not exceed a) a “Low HOME” Rent that does not exceed 30 percent (30%) of the adjusted income of a family whose annual income equals fifty percent (50%) of the median income for the area, as determined by HUD, with adjustments for number of bedrooms in the unit and smaller and larger families, or b) a “High HOME” Rent means a monthly Rent amount not exceeding the maximum rent published by HUD for a Low-Income Household for the applicable bedroom size as set forth in 24 C.F.R 92.252 (a).
1238
1650\39\4190482.3 4
Agreement # 32600397
In accordance with 24 CFR 92.252(b), if the tenant 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 HUD Utility Schedule Model or other annual utility schedule as determined by the Lender.

1.19 This section intentionally left blank.

1.20 “TENANT” means a household occupying a Unit.

1.21 “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 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 and the date of 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.”

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

1.23 “VERY LOW-INCOME HOUSEHOLD” means a household, as defined in 24 CFR 92.2.

2. TERM AND COMPLIANCE

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

2.2 TERM OF AGREEMENT. This Agreement shall commence upon project completion in conformance with 24 CFR 92.2 and 24 CFR 92.252(e) and terminate twenty (20) years from the date of the of recordation of Notice of Completion for the Project. 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 Program in effect on the date the City HOME Loan is executed by all parties, and as may be amended from time to time.

3. PROJECT OCCUPANCY AND RENTS
1239
1650\39\4190482.3 5
Agreement # 32600397

3.1 OCCUPANCY OF PROJECT. A total of five (5) Unit(s) in the Project shall be designated as HOME-Assisted. Each HOME-Assisted Unit must be occupied or reserved for occupancy by Qualifying Household(s).

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

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

A. Consist of five (5) one-bedroom units.

B. Five (5) one-bedroom units will be designated as a Low HOME Rent Units.

C. Be similarly constructed and of comparable quality to all other Units in the Project and be dispersed throughout the Project; and
D. Provide Tenants of HOME-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 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-Assisted Units shall not exceed the Qualifying Rent as defined above in Section 1.18 and this Section 3.4.

B. The Qualifying Rent for each HOME-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-Assisted Unit on the Project, Owner shall submit to the Lender for review and approval a written request for such increase. Tenants of Home-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 Program requirements.

3.4.1 OCCUPANCY DEADLINES. Owner shall ensure that each HOMEAssisted Unit is occupied by an eligible tenant in accordance with the deadlines for occupancy 1240
1650\39\4190482.3 6
Agreement # 32600397
set forth at 24 CFR 92.252. Eligible tenants shall occupy each HOME-Assisted Unit within eighteen (18) months from the completion of construction of the Project, evidenced by the recording of a notice of completion and securing Certificate(s) of Occupancy. In the event that any HOME-Assisted Unit is not occupied by an eligible tenant five (5) months after the date of the issuance of a certificate of occupancy, Owner shall submit to Lender within ten (10) days a detailed record of its marketing efforts and comply with Lender’s requests for additional information pertaining to the marketing efforts. In the event any HOME-Assisted Unit is not occupied by eligible tenants within seventeen (17) months after the date of the issuance of a certificate of occupancy, then this shall constitute an Event of Default. On or before the last day of the seventeenth (17th) month after the date of the issuance of a certificate of occupancy, Lender shall give written notice to Owner in accordance with Section 6.2 herein. Owner shall have thirty (30) days from receipt of such notice to cure the breach, but in any event shall cure the breach before the end of the eighteenth (18th) month after the date of the issuance of a certificate of occupancy.

3.5 INCOME CERTIFICATION.

The Annual Income levels and other qualifications of applicants for HOME-Assisted Units shall be certified by Owner no earlier than six (6) months prior to the Qualifying Household's expected occupancy of a HOME-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-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:
(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-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 exceeds the maximum designated for a Unit reserved for a Qualifying Household, 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). If the previously Qualifying Household’s income exceeds eighty-percent (80%) of AMI, then the unit occupied by the 1241
1650\39\4190482.3 7
Agreement # 32600397
previously Qualifying Household no longer qualifies as a HOME-Assisted Unit and the next available unit of comparable size and amenities or larger must be designated as the replacement HOME-Assisted Unit.

4. LEASING THE PROJECT

4.1 TENANT LEASES. The Owner shall execute a written lease with Tenants of HOME-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-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-Assisted Units provisions which prohibit the Qualifying Household from subleasing the HOME-Assisted Unit.

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

C. The lease for each HOME-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-Assisted Unit after the Tenant has moved out of the HOME-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 1242
1650\39\4190482.3 8
Agreement # 32600397
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; and

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.

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-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-Assisted Unit at the time the applicant is admitted to a HOME-Assisted Unit, or denied admission to a HOME-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-Assisted Unit. If a family living in a HOME-Assisted Unit separates under 24 CFR

5.2009(a), the remaining tenant(s) may remain in the Unit. All leases for HOME-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 program not specified herein.

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. Tenant selection must, at a minimum, meet the requirements for tenant selection set out in 24 C.F.R. 92.253(d) and any modifications thereto, and the requirements set forth in the City HOME Loan Agreement. Any changes to the tenant selection plan require prior written approval from Lender.

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 1243
1650\39\4190482.3 9
Agreement # 32600397
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.

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. Prior to occupancy, Owner shall submit to the Lender for approval its plan for marketing the Units in compliance with the requirements set forth in the City HOME Loan Agreement, including information on affirmative marketing efforts and compliance with fair housing laws and the Lender's affirmative fair marketing guidelines. Upon receipt of the marketing plan, the Lender shall promptly review the marketing plan and shall approve or disapprove it within thirty (30) days after submission. If the marketing plan is not approved, Lender shall specify its reasons for disapproval. The Owner shall submit a revised marketing plan within thirty (30) days of Lender’s notice of disapproval. The Lender’s disapproval of the revised marketing plan shall constitute an Event of Default.

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 management agent 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 1244
1650\39\4190482.3 10
Agreement # 32600397
Agreement, the requirements of the existing HOME Program, as may be amended from time to time, and the requirements of all lenders providing financing for the Project.

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 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 operate the Property in full compliance with this Agreement and the HOME Program regulations at 24 CFR Part 92 in effect on the date the City HOME Loan is executed by all parties, and as may be amended from time to time, and shall remain in compliance therewith throughout the Term of this Agreement. The Owner shall permit the Lender to conduct annual compliance monitoring, including performing on-site records review and inspections of the Property, as required by regulation or reasonably requested by Lender.

5.5 ANNUAL REPORT. Following recordation of a notice of completion issued for the Project, the Owner shall annually submit to the Lender a report in a form approved by Lender for the preceding period of January 1st through December 31st or portion thereof, containing the information requested by Lender so as to allow the Lender to determine the Owner's compliance with this Agreement. The report shall be submitted annually no later than March 31st, and shall include, at a minimum: (i) an Annual Financial Statement as defined in Section 1.1 (a) of the City HOME 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 management of the Project, (v) for each HOME-Assisted Unit, the rent, Annual Income, and household size of the household in occupancy. The report shall also state the date the tenancy commenced for each HOME-Assisted Unit and such other information as the Lender may be request.

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 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 1245
1650\39\4190482.3 11
Agreement # 32600397
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.

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.

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:

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 Loan Documents or allowed at law or in equity.
1246
1650\39\4190482.3 12
Agreement # 32600397

6.3 EVENT OF DEFAULT. In the event that the Project fails to meet the HOME affordability requirements included in this Agreement for the Term of the Agreement, subject to applicable notice and cure periods contained herein, this shall constitute an Event of Default.

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 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:
1247
1650\39\4190482.3 13
Agreement # 32600397
Lender: 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: CEO and President
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, 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 Loan or City HOME Loan Note, any reconveyance of the City HOME 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 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. 1248
1650\39\4190482.3 S-1
Agreement # 32600397
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
1249
1650\39\4190482.3 S-1A
Agreement # 32600397
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
1250
1650\39\4190482.3 S-1B
Agreement # 32600397
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
1251
1650\39\4190482.3 EXHIBIT A
Agreement # 32600397

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
1252
Agreement # 32600397

CITY HOME LOAN

DEED OF TRUST WITH ASSIGNMENTS OF RENTS
1253
1650\39\4183567.3 1
Agreement # 32600397

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

DEED OF TRUST WITH ASSIGNMENT OF RENTS
(This Deed of Trust contains an acceleration clause)
(Secures Promissory Note, HOME Loan Agreement,
and Regulatory Agreement)
This DEED OF TRUST WITH ASSIGNMENT OF RENTS (the “Deed of Trust”) is made ,2026, between Aspire Apartments LP, a California limited partnership, herein called TRUSTOR, whose address is 1259 E. Thousand Oaks Boulevard Thousand Oaks, CA 91362, to Old Republic Title Company, a California corporation, as trustee, herein called TRUSTEE, and the City of Oxnard, a municipal corporation (the “City”), herein called

BENEFICIARY,
WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale, that property located at 536 – 538 Meta Street, 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.
ereof, 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 HOME Loan Agreement dated , 2026 (the "Loan Agreement"), that certain City HOME Loan Regulatory Agreement and Declaration of Restrictive Covenants dated , 2026, and Promissory Note dated , 2026, in the face amount of $1,000,000 made by Trustor to the order of the Beneficiary. This Deed of Trust secures all obligations of each of the foregoing agreements. Any default in the performance of obligations under any of such agreements is a default under each of the agreements and is a default hereunder, and entitles Beneficiary and Trustee to exercise all rights and remedies herein described. 1254
1650\39\4183567.3 2
Agreement # 32600397
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:

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.
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. 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. 1255
1650\39\4183567.3 3
Agreement # 32600397
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 Borrower's investor limited partner shall have the right, but not the obligation, to cure an event of default under the Loan Documents within the applicable notice and cure periods provided for therein. A cure of any default made or tendered hereunder by Borrower's investor limited partner shall be accepted or rejected on the same basis as if made or tendered by Trustor.

The Borrower's investor limited partner shall have the rights provided to it in the other 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 lowincome 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 City agrees to comply with the provisions set forth in IRC Section 42(h)(6)(E)(ii).

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

Exhibit A is attached hereto and incorporated herein.
(Signatures appear on following page)
1256
1650\39\4183567.3 S-1
Agreement # 32600397

SIGNATURE OF TRUSTOR

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,
President and Chief Executive Officer

1257
1650\39\4183567.3 S-1A
Agreement # 32600397
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
1258
1650\39\4183567.3 S-1B
Agreement # 32600397
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
1259
1650\39\4183567.3 EXHIBIT A
Agreement # 32600397

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
1260
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 1 of 34

SUBRECIPIENT AGREEMENT FOR CDBG GRANT FUNDS BETWEEN

THE CITY OF OXNARD AND ASPIRE APARTMENTS LP

FOR PARK COSTS IN THE CITY OF OXNARD

WITNESSETH
This SUBRECIPIENT AGREEMENT FOR CDBG GRANT FUNDS (“Agreement” or “CDBG Subrecipient Agreement”) is made and entered into on __________________, 2026, by and between the City of Oxnard, a municipal corporation (“City” or “Recipient”), and Aspire Apartments LP, a California limited partnership (“Subrecipient”), jointly referred to herein as the “Parties.”
WHEREAS, the City is a Participating Jurisdiction in the funding programs of the federal Department of Housing and Urban Development (“HUD”), and has received funds from HUD pursuant to the Community Development Block Grant program (“CDBG Program”) to be used pursuant to applicable federal regulations (24 CFR Part 570); and WHEREAS, Subrecipient owns that certain real property located at 536-538 Meta Street, Oxnard, California 93030, as more particularly described in Exhibit A (the “Property”), upon a portion of which Subrecipient intends to construct a park to primarily benefit low- and moderateincome persons (“Project); and WHEREAS, the City has approved CDBG funding in the amount of Six Hundred EightyNine Thousand Six Hundred Fifty-Nine Dollars ($689,659) for the purpose of assisting the Subrecipient with the costs necessary for the construction of the park to provide recreational activities for low and (the “Work”); and
WHEREAS, this CDBG Subrecipient Agreement sets forth the benefits, entitlements, obligations and responsibilities bestowed upon and agreed to by the Subrecipient in exchange for receiving and using the $689,659 in CDBG Program funds to be used for the Work as described herein; and
WHEREAS, Subrecipient is a “subrecipient” as defined in the Code of Federal Regulations at 24 CFR 570.500(c) and is eligible to perform the Work; and WHEREAS, according to federal regulations 24 CFR 570.503, before disbursing any CDBG funds to a subrecipient, a written agreement shall be signed by the Recipient and Subrecipient; and
WHEREAS, this CDBG Subrecipient Agreement sets forth the responsibilities of the Recipient and the Subrecipient in accomplishing the objectives of the CDBG Program pursuant to the Housing and Community Development Act of 1974 (the Act), as amended; and 1261
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 2 of 34 WHEREAS, pursuant to 24 CFR 200, 24 CFR 570.500(c) and 24 CFR 570.501(b), the Recipient may provide CDBG funds to public or private nonprofit agencies, authorities or organizations, or for-profit entities authorized under 24 CFR 570.201(o) (referred to collectively and individually as “subrecipients”) to be used by the subrecipients to provide/perform certain eligible services and activities in connection with the Recipient’s desire to develop viable urban communities, through community development activities, as specified in 24 CFR 570.200 and 570.202 (a); and
WHEREAS, Recipient agrees to fund the Work activities of the Subrecipient, and the Subrecipient agrees to perform the Work activities hereinafter described in Exhibit B – Statement of Work, during the Term of this CDBG Subrecipient Agreement, and otherwise subject to the covenants and conditions hereinafter set forth.

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

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

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

The Statement of Work includes a description of the Work, tasks to be performed, a schedule and a budget for the Work. The Subrecipient may request a modification of the Work activities, tasks, schedule or budget in writing to the Recipient. The Recipient shall review each request to modify the activities, tasks, schedule, or budget on a case-by-case basis and will respond to the Subrecipient within thirty (30) calendar days of the request. 1262
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 3 of 34 B. National Objectives
All activities and projects funded with CDBG funds must meet one of the CDBG Program’s National Objectives: (1) to primarily benefit low- and moderate-income persons; (2) to aid in the prevention or elimination of slums or blight; or (3) to meet community development needs having a particular urgency, as defined in 24 CFR 570.208.

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

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

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

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

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

The Recipient will use the Subrecipient’s performance reports to monitor the performance of activities and delivery of services under this CDBG Subrecipient Agreement. In addition, the Recipient’s representative may visit the Subrecipient’s offices to inspect the records required by HUD to be maintained in order to document the CDBG-funded activities, services and expenditures. These records include copies of the original source documentation that tracks the performance of the park installation activities, and verifies that funds were expended to perform 1263
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 4 of 34 the activities described in item 1.A., “Activity Description,” above.

On-Going Project Operation tasks, schedule and reporting requirements related to the five (5) year compliance period are described in Exhibit B, Section 4 (On-Going Project Operation) and in the CDBG Regulatory Agreement. Deficiencies in the Subrecipient’s performance and/or of Project compliance, as determined by the Recipient at its sole discretion, may cause the Recipient to implement a sixty (60) day notice and cure period.

II. Payment for Activities and Services
The Recipient shall reimburse the Subrecipient for the activities and services performed by the Subrecipient pursuant to the Scope of Work in Exhibit B and in accordance with the conditions and terms set forth in the “Schedule of Compensation” attached hereto as Exhibit C. The compensation shall be paid at the time and manner set forth in Exhibit C. The Reimbursement Amount shall constitute reimbursement only for allowable costs incurred as a result of the Work activities. The Parties understand and agree that reimbursement of Work costs shall be conditioned upon the Recipient’s receipt of CDBG Program funds from the federal government, as set forth in Section 3 (Availability of Funds), or accumulation of CDBG Program Income, as set forth in Section 18 (Program Income), and as a result of this CDBG Subrecipient Agreement, and shall not be a charge on any other funds of the Recipient. Recipient represents that it currently has Six Hundred Eighty-Nine Thousand Six Hundred Fifty-Nine Dollars ($689,659) from the designated sources set aside and will continue to keep such funds set aside to fully reimburse Subrecipient pursuant to the terms of this Agreement.

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

III. Availability of Funds/Modifications
The Recipient’s provision of funding to the Subrecipient pursuant to this CDBG Subrecipient Agreement is contingent on the availability of CDBG funds and continued federal authorization for CDBG program activities, and is subject to amendment or termination due to lack of funds or authorization. Recipient represents that it currently has Six Hundred Eighty-Nine Thousand Six Hundred Fifty-Nine Dollars ($689,659) from the designated sources set aside and will continue to keep such funds set aside to fully reimburse Subrecipient pursuant to the terms of this Agreement. This CDBG Subrecipient Agreement is subject to written modification and termination as necessary by Recipient in accordance with requirements contained in any future Federal legislation, regulations or Recipient policy. All other modifications must be in written form and approved by both Parties.
1264
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 5 of 34 IV. Obligation of Funds
The Subrecipient shall not obligate any funds, incur any costs, or initiate identified project(s), which are the subject of this CDBG Subrecipient Agreement, until all environmental review has been completed and certified by Recipient and Recipient has issued a written “Environmental Assessment” form or has received from HUD an “Authorization to Obligate Funds and Incur Costs.”
V. Term of Agreement
The Term of this Agreement shall commence on the date written above and, unless sooner terminated as hereinafter provided, shall terminate fifty-five (55) years from the recordation of a notice of completion issued for the Project. At the conclusion of the Term of this Agreement, all principal and all current and accrued interest are due and payable pursuant to the CDBG Note.

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

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

A. No later than August 31, 2026, the Subrecipient shall commence Work activities as described in Exhibit B. This commencement date may be extended only with prior written approval, as may be provided by electronic means, by the Housing Director or designee in conformance with Section 8 (Work Review Conference).

B. No later than June 30, 2028, the Subrecipient shall complete all Work activities as described in Exhibit B. This completion schedule may be extended only with prior written approval by the City in conformance with Section 8 (Work Review Conference), but shall in no event be extended beyond December 31, 2028.

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

If the Recipient, in its sole discretion, determines that the Subrecipient fails to meet the performance goals and standards of this CDBG Subrecipient Agreement then pursuant to Section 8 (Work Review Conference) the Recipient may schedule a Work Review Conference and require 1265
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 6 of 34 the Subrecipient to promptly develop and submit a remediation plan to the Recipient for review and approval.

C. Work Review Conference:

In the event that quarterly reports required by Section 21 (Records and Reports) indicate the CDBG Program funds will not be expended by August 31, 2028, and/or that the Work as described in Exhibit B will not be completed by June 30, 2028, the Subrecipient will notify the Recipient, in writing, of the completion deficiencies and correct the deficiencies within forty-five (45) calendar days. Failure of the Subrecipient to correct the deficiencies within forty-five (45) calendar days will require the Recipient to schedule a Work Review Conference.

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

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

D. Compensation and Method of Payment
For performance of the Work activities described in Exhibit B, the Recipient shall reimburse the Subrecipient an amount not to exceed Six Hundred Eighty-Nine Thousand Six Hundred Fifty-Nine Dollars ($689,659) (“Reimbursement Amount”), which shall constitute full and complete compensation hereunder for the Work activities. The Reimbursement Amount will only be paid if reimbursable from the federal government under the Housing and Community Development Act of 1974 for the amount indicated above, or from CDBG program income, as described in 24 CFR 570.500(a), and accumulated as a result of this Agreement. The Reimbursement Amount shall constitute reimbursement only for allowable costs incurred as a result of the Work activities described in Exhibit B.

The Parties understand and agree that such reimbursement, if any, shall be conditioned upon the Recipient’s receipt of CDBG program funds from the federal government or accumulation of CDBG program income, as set forth in Section 18 (Program Income) and as a result of this Agreement, and shall not be a charge on any other funds of the Recipient. The Subrecipient shall use the Payment Request Form (Exhibit D of this Agreement) for reimbursement purposes or other form approved by City.
1266
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 7 of 34 All reimbursement requests shall be submitted via the Request for Payment Form supporting the invoice for costs incurred under this Agreement, along with one (1) set of copies of all original source documentation supporting the expenditures by the Subrecipient for the Work activities, which shall be submitted to the Recipient in such form acceptable to the Recipient in its sole and absolute discretion. Such supporting documentation shall be submitted prior to any payment, in whole or in part, by the Recipient of the Reimbursement Amount.

E. Designated Representative
a. The Recipient’s representative is as follows:

Name and Title: Brenda Lopez
Housing Director
Address:

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

b. The Subrecipient’s representative(s), who shall be responsible for job performance, negotiations, contractual matters, and coordination with the Recipient Representative is as follows:

Name and title: Rick Schroeder
President and Chief Executive Officer
Many Mansions, a California Nonprofit Corporation

Address: 259 E. Thousand Oaks Boulevard
Thousand Oaks, CA 91362

The Subrecipient’s professional services shall be actually performed by, or shall be immediately supervised by, the Subrecipient’s representative. c. Any party may change such address(es) given above by providing notice in writing to the other parties, and thereafter notices shall be transmitted to the new address(es).

F. Assurances
The Subrecipient hereby assures and certifies that it has complied with the Housing and Community Development Act, applicable regulations, policies, guidelines and requirements, 2 1267
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 8 of 34 CFR Part 225, as amended and that it will comply with all applicable Federal, State and local laws and regulations as they relate to acceptance and use of Federal funds for this Federally-assisted program. Also, the Subrecipient represents and warrants with respect to the Statement of Work specified in Exhibit B of this Agreement, that it will comply with all of the provisions of 24 CFR Part 570, as applicable. The Subrecipient further represents and warrants that it will comply with any further amendments or changes to said required assurances and certifications, and that during the term of this Agreement it will maintain current copies of said assurances and certifications at the address of the Subrecipient’s representative, as provided in Section 10 (Designated Representative).

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

The obligations undertaken by the Subrecipient include, but are not limited to, the obligation to comply with all federal laws and regulations described in Subpart K of 24 CFR Part 570 and specifically with each of the following:
a. The Housing and Community Development Act of 1974 (Public Law 93-383) as amended, and legislative changes contained in the Housing and Urban-Rural Recovery Act of 1983; and the Housing and Community Development Act of 1987, plus all succeeding revisions and amendments to these Acts. b. Final regulations of the Department of Housing and Urban Development relating to Community Development Block Grants (Title 24, Chapter V, Part 570 of the Code of Federal Regulations commencing with Section 570.1) dated September 6, 1988; and revisions to 24 CFR Part 570 at Subpart J entitled “Grant Administration” and dated March 11, 1988, plus all succeeding revisions and amendments to these regulations.
c. Land Covenants. This CDBG Subrecipient Agreement is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and 24 CFR 570.601 and 602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, the Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Recipient and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate.
1268
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 9 of 34 d. Regulations of the Department of Housing and Urban Development relating to environmental review procedures for the Community Block Grant program (Title 24, Subtitle A, Part 58 of the Code of Federal Regulations, commencing at Section 58.1) except that the Subrecipient does not assume Recipient’s environmental responsibilities as described in 24 CFR Part 570.604. e. Environmental Mitigation: The Subrecipient shall implement and monitor all Project mitigation measures approved in the Project’s National Environmental Policy Act (NEPA) document prepared by the Recipient. The staff responsible for implementing and monitoring mitigation measures shall be clearly identified in the Project construction plan(s).
f. Title VI of the Civil Rights Act of 1964 (Public Law 88-352) as amended; Title VIII of the Civil Rights Act of 1968 (Public Law 90-284) (affirmatively furthering fair housing) as amended; Section 104(b) and 109 of Title I of the Housing and Community Development Act of 1974 as amended; Section 3 of the Housing and Urban Development Act of 1968 (employment priorities for new hires); 12 U.S.C. 1701u (Economic opportunities for low- and very lowincome persons); Section 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Age Discrimination Act of 1975; Executive Order 11246 as amended by Executive Order 11375 and 12086; Executive Order 11063 as amended by Executive Order 12259; and HUD regulations heretofore issued or to be issued to implement these authorities relating to civil rights, and pursuant to 24 CFR 570.904(d) and 2 CFR Part 200.321:
i. Contracting with Small and Women and Minority Owned Businesses (W/MBE) (2 CFR 200.321). The Subrecipient will take all necessary affirmative steps to assure that minority owned and/or women owned business enterprises and labor area surplus firms are used when possible. Such firms and businesses have 50% or more ownership by an ethnic minority person(s) and/or by woman/women. All construction projects receiving HUD funds and all contractors and subcontractors who receive $10,000 or more in HUD funds shall fulfill these hiring requirements.

These steps are in addition to full and open competition and must include, at a minimum, the following six affirmative steps:

1. Solicitation Lists. Subrecipient must place small and minority businesses and women’s business enterprises on solicitation lists (2 CFR 200.321(b)(1);

2. Solicitation. The Subrecipient must assure that it solicits small and minority businesses and women’s business enterprises whenever they are potential sources (2 CFR 200.321(b)(2);
1269
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 10 of 34

3. Dividing Requirements. Subrecipient must divide total requirements when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses and women’s business enterprises (2 CFR 200.321(b)(3);

4. Delivery Schedules. The Subrecipient must establish delivery schedules where the requirement permits, which encourage participation by small and minority businesses and women’s business enterprises (2 CFR 200.321(b)(4);

5. Obtaining Services and Assistance. The Subrecipient must use the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce (2 CFR 200.321(b)(5); and

6. Prime Contractor Requirements. The Subrecipient must require the prime contractor, if subcontractors are anticipated or let, to take the five affirmative steps as described in (a) through (e) above (2 CFR 200.321(b)(6).
g. Economic Opportunities for Low- and Very Low-Income Persons (24 CFR Part 135) Non-Public Housing Authority entities that obligate or commit to spend over $200,000, or any individual contractor or subcontractor that receives $100,000 of covered funds on projects involving housing construction, demolition, rehabilitation, or other public construction is required to comply with Section 3 of the Housing and Urban Development Act of 1968, hereinafter referred to as “Section 3 (HUD)”.

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

The Subrecipient shall insure that all Section 3 (HUD) covered contracts (where $100,000 or more in HUD funds are used to reimburse a contractor or subcontractor for work) shall include the following clause:
1270
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 11 of 34 i. The work to be performed under this CDBG Subrecipient Agreement is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u and the implementing regulations at 24 CFR 135 (Economic Opportunities for Low-And Very Low-Income Persons). The purpose of Section 3 (HUD) is to ensure that employment and other economic opportunities generated by HUD assistance or HUDassisted projects covered by Section 3 (HUD), shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing.
ii. As evidenced by its execution of this Agreement, the Subrecipient certifies that it is under no contractual or other impediment that would prevent it from complying with the part 135 regulations.
iii. The Contractor agrees to send to each labor organization or representative of workers with which the Contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers’ representative of the Contractor’s commitments under this Section 3 (HUD) clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall contain the Section 3 (HUD) preference, shall set forth: (1) the minimum number and job titles subject to hire; (2) availability of apprenticeship and training positions; (3) the qualifications for each, and the name and location of the person(s) taking applications for each of the positions; and (4) the anticipated date the work shall begin.
iv. The Contractor agrees to require this Section 3 (HUD) clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 (HUD) clause, upon a finding that a subcontractor is in violation of the regulations in 24 CFR Part 135. The Contractor shall not subcontract with any subcontractor where the Contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135.
v. By its signature to this Agreement, the Contractor certifies that any vacant employment positions, including training positions, that are filled (1) after the Contractor is selected, but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filled to circumvent the Contractor’s obligations under 24 CFR Part 135. vi. Noncompliance with HUD’s regulations in 24 CFR Part 135 may result in sanctions, termination of this Agreement for default, and debarment or suspension from future HUD assisted contracts.
1271
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 12 of 34 h. The Labor Standards Regulations set forth in Section 570.603 of 24 CFR Part 570; and HUD Handbook 1344.1. If this Agreement involves construction or facility improvements exceeding $2,000 awarded by the Recipient, the Subrecipient agrees to comply with:

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

The Subrecipient agrees that, except with respect to the rehabilitation of residential property designed for residential use for less than eight (8) households, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair of any building or work financed in whole or in part with assistance provided under this Agreement, shall comply with federal requirements adopted by the Recipient pertaining to such contract, and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR, Parts 3, 1, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journeymen; provided, that if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph, for such contracts in excess of $10,000.00.

Copeland Anti-Kickback Act: During the performance of this Agreement, the Subrecipient and its contractors and subcontractors agree to comply with the Copeland AntiKickback Act (18 USC 874) as supplemented in the Department of Labor regulations (29 CFR Part 3). This act provides that the Subrecipient, its contractor and subcontractors shall be prohibited from inducing any person employed in the construction, completion, or repair of public facilities to give up any part of the compensation which they are otherwise entitled.

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

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

Contract Work Hours and Safety Standards Act: Where applicable, during the performance of this Agreement, all contracts awarded by the Subrecipient, the prime contractor 1272
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 13 of 34 and subcontractors in excess of $2,000 for construction contracts and in excess of $100,000 are required, pursuant to the Contract Work Hours and Safety Standards Act, to apply the four clauses below. These clauses shall be inserted in addition to the clauses required by 29 CFR Part 5.5(a) or 29 CFR Part 4.6. As used in this section, the terms laborers and mechanics include watchmen and guards.
i. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. ii. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in Section 1 above , the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages.

Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a) of this section. iii. Withholding for unpaid wages and liquidated damages. The Recipient shall upon its own action or upon written request of an authorized representative of the U.S. Department of Housing and Urban Development (HUD) or the U.S. Department of Labor (DOL) withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in Section 2 above. iv. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in Sections 1 through 4 of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in Section 1 through 4 of this section.

Bonding Requirements. For construction or facility improvements contracts or subcontracts exceeding the Simplified Acquisition Threshold ($150,000) the Recipient may accept the bonding policy and requirements of the Subrecipient provided that the Recipient has made a determination that the CDBG funds are adequately protected. If 1273
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 14 of 34 such a determination has not been made, the minimum requirements must be as follows:

1. Bid Guarantee. At the submission of a bid to the Subrecipient, the contractor shall furnish a “bid” guarantee equivalent to five percent of the bid price. The “bid guarantee” must consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the time specified. i. Equal Employment Opportunity. During the performance of this Agreement, the Subrecipient agrees it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, and hereby promises to comply with the provisions on contractor agreements contained in Presidential Executive Order #11246 as amended by Executive Order 11375 and as approved by the Department of Labor Relations (41 CFR Part 61). j. CFR Part 200 entitled Uniform Administrative Requirements Cost Principles and Audit Requirements for Federal Awards, Administrative regulations, including, but not limited to, applicable Sections of Department of Housing and Urban Development regulations located at: 24 CFR 92.505 – Uniform Administrative Requirements. Pursuant to 24 CFR 92.505, the Subrecipient will comply with the requirements of 2 CFR part 200, except that the following provisions shall not apply: §§ 200.306, 200.307, 200.308 (not applicable to participating jurisdictions), 200.311 (except as provided in § 92.257), 200.312, 200.329, 200.333, and 200.334. The provisions of 2 CFR 200.305 apply as modified by § 92.502(c). If there is a conflict between definitions in 2 CFR part 200 and 24 CFR part 570, the definitions in 24 CFR part 570 shall govern. k. The following laws and regulations relating to preservation of historic places: Public Law 89-665 the Archaeological and Historical Preservation Act of 1974 (Public Law 93-291), and Executive Order 11593 including the procedures prescribed by Advisory Council on Historic Preservations in 36 Code of Federal Regulations, Part 800.
l. The Architectural Barriers Act of 1968 (42 U.S.C. Section 4151 and the Americans with Disabilities Act of 1990 (ADA).
m. The Hatch Act relating to the conduct of political activities (Chapter 15 of Title 5, U.S.C.).
1274
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 15 of 34 n. The Flood Disaster Protection Act of 1973 (Public Law 93-234 and the regulations adopted pursuant thereto) Section 202(a) and the regulations in 44 CFR parts 59 through 79.
o. The Clean Air Act (42 U.S.C. Chapter 85) and the Federal Water Pollution Control Act, as amended (33 U.S.C. Section 1251 et seq.) and the regulations adopted pursuant thereto.
p. Executive Order 12372, which requires State Clearinghouse review and comment of any CDBG project for the planning, construction, reconstruction, and/or installation of water or sewer facilities.
q. Section 401(b) of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4831 (b)).
r. Debarment and Suspension. An agreement or contract must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM) database, in accordance with 2 CFR 180 that implements Executive Orders 12549 and 12689, “Debarment and Suspension.” Provision of 24 CFR Part 570.609, and 24 CFR 5.105(c) for procurement activities regarding use of debarred, suspended, or ineligible contractors or subcontractors and 24 CFR Part 24 for non-procurement activities, regarding use of debarred, suspended, or ineligible contractors or subcontractors. This Agreement is a covered transaction for purposes of 2 CFR 180 and 2 CFR 3000. As such the Subrecipient is required to verify with the Recipient that the Subrecipient, its contractors, subcontractors, its principles (defined at 2 CFR 180.940), or its affiliates (defined at 2 CFR 180.905) are excluded (defined at 2 CFR 180.940) or disqualified (defined at 2 CFR 180.935).

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

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

Contractors excluded, disqualified or otherwise ineligible (e.g., suspension, debarment, or limited denial of participation) for Federal procurement and non-procurement programs per 24 CFR 570.609 shall not be considered for contract award. This applies to any CDBG-assisted contracts for the procurement of goods and services, professional services, public services, and construction activities (prime and sub-prime contractors). 1275
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 16 of 34 The Subrecipient shall work with the Recipient to verify eligibility for all contractors and subcontractors, its principals or its affiliates are not excluded or disqualified subject to procurement requirements prior to contract award by the Subrecipient. The Subrecipient shall not use a self-certification letter or form signed by the contractor as a substitute for evidence of their eligibility status.

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

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

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

The regulation at 37 C.F.R. § 401.2(a) currently defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.
1276
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 17 of 34 u. Clean Air Act and the Federal Water Pollution Control Act. If this Agreement involves construction or facility improvements and exceeds $150,000 the following provision is applicable. The Subrecipient shall comply with all applicable standards, orders, or regulations issued under Section 306 of the Clean Air Act (42 USC 7401 – 7671q), Section 508 of the Clean Water Act (33 USC 1368), Executive Order 11738, and EPA regulations (40 CFR Part 15), which prohibit the use under nonexempt federal contracts, grants, or loans of facilities included in the EPA List of Violating Facilities. Violations will be reported to the US EPA Administrator for Enforcement (EN-329).

By execution of this Agreement, the Subrecipient, its contractor and subcontractors will be deemed to have stipulated as follows:
i. The Subrecipient, its contractor and subcontractors hereby declare that no person who will be utilized in the performance of this contract has a violation of Section 508 of the Clean Water Act or Section 306 of the Clean Air Act which prohibits them from perform work on a federally funded project.
ii. During the performance of this contract, the Subrecipient, its contractor and/or subcontractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 USC 7401-7671q), and the Federal Water Pollution Control Act as amended (33 USC 1251-1387). Violations must be reported to the EPA. iii. That any facility that is or will be utilized in the performance of this Agreement, unless the Agreement is exempt under the Clean Air Act, as amended (42 USC 7401 – 7671q et seq., as amended by Public Law 91-604), and under the Federal Water Pollution Control Act, as amended (33 USC 1251 et seq., as amended by Public Law 92-500), Executive Order 11738, and regulations in implementation thereof (40 CFR 15) is not listed, on the date of this Agreement award, on the EPA List of Violating Facilities pursuant to 40 CFR 15.20. iv. That the Subrecipient, its contractor and subcontractors agree to comply and remain in compliance with all the requirements of Section 114 of the Clean Air Act and Section 308 of the Federal Water Pollution Control Act and all regulations and guidelines listed thereunder. v. That the Subrecipient, its contractor and subcontractors shall promptly notify the Recipient of the receipt of any communication from the Director, Office of Federal Activities, EPA, indicating that a facility that is or will be utilized for the Agreement is under consideration to be listed on the EPA List of Violating Facilities. 1277
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 18 of 34 vi. That the Subrecipient, its contractor and subcontractors agree to include or cause to be included the requirements of this article in every nonexempt subcontract, and further agrees to take such action as the government may direct as a means of enforcing such requirements. v. Procurement of Recovered Materials. During the performance of this Agreement, the Subrecipient, its contractor and subcontractors agree to comply with all of the standards, order, and requirements issued under Section 6002 of the Solid Waste Disposal Act, Pub. L. No. 89-272 (1965) (codified as amended by the Resource Conservation and Recovery Act at 42 USC 6962). See 2 CFR 200, Appendix II (J), or at 2 CFR 200.322.

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

The following provides the clause that the Subrecipient, its contractor and subcontractors can include in contracts meeting the above thresholds:
i. In the performance of this contract, the (name of contractor here) shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired:

1. Competitively within a timeframe providing for compliance with the contract performance schedule;

2. Meeting contract performance requirements; or

3. At a reasonable price.
ii. Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines web site:
https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at 40 CFR 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
1278
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 19 of 34 w. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 and regulations adopted to implement the Act in the Code of Federal Regulations, Title 24, Part 42.
x. The Subrecipient shall comply with all provisions of the Build America, Buy America Act (BABA), as set forth in Division G, Title IX, Subtitle A, Sections 70901–70927 of the Infrastructure Investment and Jobs Act (Pub. L. 117-58), as applicable to the Work, including but not limited to, ensuring that the construction materials used in the project are produced in the United States. This includes all iron, steel, and manufactured products, and construction materials unless an exception is authorized under the law.

H. Subcontracts
The Subrecipient shall incorporate the same or substantially equivalent requirements as are contained in this CDBG Subrecipient Agreement in all subcontracts which utilize any CDBG funds and/or support any CDBG program(s) covered by this CDBG Subrecipient Agreement; when program(s) utilize(s) CDBG funds and other funding sources, all funds shall be subject to CDBG regulations. The Subrecipient, by entering into any such subcontract for performance of any portion of the CDBG Program, is not relieved of its responsibilities to Recipient as set forth in this CDBG Subrecipient Agreement.

I. Non-Discrimination/Religious Activities
No person with responsibilities in the operation of any project under this CDBG Subrecipient Agreement will discriminate because of race, creed, color, national origin, age, sex, political affiliation, sexual orientation, gender identity, handicap, beliefs, or marital or familial status.

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

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

The Subrecipient agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting agency setting forth the provisions of this nondiscrimination clause.
1279
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 20 of 34 J. Standard of Conduct/Conflict of Interest and Lobbying No member, officer or employee of the Subrecipient or its designee or agents, no member of the governing body of the locality in which the program is situated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the Project activities during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the process thereof, for work to be performed in connection with the Project activities assisted under this CDBG Subrecipient Agreement.

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

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

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

Furthermore, for Agreements of $100,000 or more shall file the required certification in Exhibit D. This certification process also applies to the Subrecipient’s contractor and subcontractors contracts, of $100,000 or more, who must certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 USC 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal 1280
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 21 of 34 award. Such disclosures are forwarded from tier to tier up to the Recipient. b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Subrecipient shall complete and submit Standard Form LL, “Disclosure Form to Report Lobbying,” in accordance with its instructions, and other federal disclosure forms as requested. c. The Subrecipient shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

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

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

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

Disbursement of Funds: CDBG funds shall generally be disbursed by Recipient to the Subrecipient on a reimbursement basis for actual expenses. 1281
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 22 of 34 The Recipient agrees to pay the Subrecipient progress payments at the time and in the manner set forth in the Schedule of Compensation, Exhibit C. Payment by the Recipient is not to be construed as final in the event HUD disallows reimbursement for the Work or any portion thereof. Source documentation, as specified by the Recipient, supporting the invoice(s) shall be submitted by the Subrecipient with request for payment.

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

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

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

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

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

Program income includes, but is not limited to, the following:
a. Proceeds from the disposition by sale or long-term lease of real property purchased or improved with CDBG funds;
b. Proceeds from the disposition of equipment purchased with CDBG funds; c. Gross income from the use or rental of real or personal property acquired by the Subrecipient with CDBG funds, less costs incidental to generation of the income;
d. Gross income from the use or rental of real property owned by the Subrecipient that was constructed or improved with CDBG funds, less costs of the non- CDBG portion;
e. Payment of principal and interest on loans made using CDBG funds except as provided in 24 CFR Part 570.500(a)(3);
1282
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 23 of 34 f. Proceeds from the sale of loans or obligations secured by loans made with CDBG funds;
g. Interest earned on program income pending its disposition; and h. Funds collected through special assessments made against properties owned and occupied by households not of low or moderate income where the assessments are used to recover all or part of the CDBG programs portion of a public improvement.

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

It shall be the Subrecipient’s responsibility to manage and use the program income in compliance with the standards and requirements set forth in section 570.504(a) & (b) (1) through (b)(3). The transfer of CDBG funds from the Recipient to the Subrecipient shall be adjusted to reflect any program income in accordance with the principles set forth in section 570.504(b) (2) (i) and (ii). In addition, all of the provisions of this CDBG Subrecipient Agreement shall apply to the management and use of the program income.

Recipient shall monitor the use of any program income, requiring appropriate record keeping and reporting by the Subrecipient as may be needed for this purpose, and shall report the use of such program income to HUD. In the event of close-out as defined in section 570.509 of the federal regulations or change of status of the Subrecipient, (i.e., from Subrecipient to entitlement), all program income on hand or received by the Subrecipient subsequent to the close-out or change of status shall be paid to the Recipient.

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

The Project shall continue to meet the CDBG program national objective per 24 CFR 570.208 as required by 24 CFR 570.503(b)(7)(i). If the Project is not used in accordance with 24 CFR 570.503(b)(7)(i) the Subrecipient shall reimburse the Recipient to comply with the requirements of 24 CFR 570.503 (b)(7)(ii).
1283
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 24 of 34 N. Reversion of Assets
a. Reversion of Assets. The five (5) year period set forth in 24 CFR 570.503(b)(7) for compliance with one or more national objectives shall be included and contained within the five (5) year compliance period established by the CDBG Covenants.
b. Upon termination of this CDBG Subrecipient Agreement due to default by the Subrecipient after any applicable notice pursuant to the terms hereof, cure and/or grace periods, the Subrecipient shall transfer to the Recipient any CDBG funds on hand at the time of termination and any accounts receivable attributable to the use of CDBG funds. Any real property under the Subrecipient’s control that was acquired and/or improved in whole or in part with CDBG funds (including CDBG funds provided to the Subrecipient in the form of a loan) in excess of $25,000 shall:
i. Be used to meet one of the national objectives in 24 CFR Part 570.208 until the end of the five (5) year compliance period established by the CDBG Covenants (pursuant to Section 5.B above – Term of Agreement), or the length of time to be further prescribed by mutual agreement of the Parties.
ii. Be disposed of in such manner that the Recipient is reimbursed in the amount of the fair market value of the property at the time of disposition of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition and/or improvement of such property. The payment is Program Income to the Recipient. iii. If the Subrecipient is a private non-profit organization, the Subrecipient further agrees to a voluntary lien / deed of trust on above-reference property as to any CDBG funds received and that such lien / deed of trust will be notarized and recorded in the Office of the County Recorder. The Subrecipient will utilize the lien / deed of trust form specified by the Recipient, and will be subject to provisions listed in this CDBG Subrecipient Agreement and in the CDBG Covenants.

O. Procurement/Equipment
Equipment, which shall be defined as tangible, nonexpendable, personal property having a useful life of more than one (1) year and an acquisition cost of $1,000 or more per unit, is eligible for purchase using CDBG funds only upon prior approval of the Recipient and subject to 24 CFR Part 570.207(b)(1). Such equipment shall be used by the Subrecipient in the project for which it was acquired as long as needed, regardless of whether such project continues to be supported by Federal funds; at the time, equipment may be used in other activities currently or previously supported by a Federal agency. Use of such equipment is also subject to provisions of 24 CFR Part 200.313(c). If applicable, the Subrecipient shall also establish procedures for managing equipment, which meet the requirements of 24 CFR Part 200.313(d). Further, proceeds from disposition of 1284
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 25 of 34 such equipment shall be treated as program income as specified in Section 18 (Program Income) of this CDBG Subrecipient Agreement.

P. Records and Reports
The Subrecipient agrees to supply to the Recipient, on a quarterly and annual basis, any progress reports and/or other reasonable documentation as may be required by the Recipient to audit performance of the Work activities covered by this CDBG Subrecipient Agreement (and the subsequent Property operational activities) and to enable the Recipient to analyze and evaluate utilization of the CDBG funds by the Subrecipient. The Subrecipient shall maintain separate accounting and financial records for each funding (revenue) source in support of the Work. a. Payment Request Form: Subrecipient shall submit a Payment Request Form (Exhibit “D”) and copies of the original supporting documents for payment to the Recipient.
b. Progress Reports: Progress reports for Work activities shall address project status and, if applicable, explanation of any problems/delays encountered and/or anticipated and measures to be taken to correct such problems; revised milestones including anticipated schedule for Work completion; and a summary of expenditures, obligations, program income, and drawdown to date. In addition, the Subrecipient shall provide as part of the progress report any citizen comments received during the reporting period relative to the Work, and responses to such comments, and additional information, as needed. Subrecipient shall submit such report quarterly within thirty (30) days of the close of report period including in the event that no expenditures occurred, which shall be documented in the quarterly report.
c. The Subrecipient shall use the CDBG Monitoring Checklist – Housing/Rehab., hereinafter referred to as “the Checklist,” to collect and retain all Work documents to provide the Recipient for its records. d. Completion Report: The Subrecipient shall prepare and submit to the Recipient a Completion Report within thirty (30) days of completion of Work activities covered by this CDBG Subrecipient Agreement. Said report shall consist of an overview and evaluation of the Work activities, a comparison of milestones’ progress, total costs incurred, listing of files, listing of personnel, and other reasonable information requested by the Recipient. The Completion Report shall be made as part of the Quarterly Report Form.
1285
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 26 of 34 e. Annual HUD/Recipient Reports: The Subrecipient shall submit to the Recipient in a timely manner other reports as requested/required by the Recipient for HUD compliance including, but not limited to the Contractor/Subcontractor, EEO-4, and Minority Financial Institution Reports (if applicable), the Affirmative Marketing Report, and provide, as requested by HUD and/or Recipient, information necessary to prepare the any other required reports and/or plans.
f. Audit: The Subrecipient shall be responsible for conducting an annual audit of its CDBG program in compliance with Title 2 CFR Part 200.500 – 200.520 issued pursuant to the Single Audit Act of 1984 and the Single Audit Amendments of 1996, P.L. 98-502, as applicable. A copy of said audit shall be forwarded to the Recipient upon completion. Any costs associated with the annual audit shall be the responsibility of and paid for by the Subrecipient.

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

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

The Subrecipient shall submit to Recipient all required reports and monitoring corrective action plans on a timely basis, as delineated by the Recipient. Records shall be maintained as follows:
a. The Subrecipient agrees to retain all pertinent records under the CDBG Program, including financial records, until advised by the Recipient that further retention is unnecessary. Generally, records shall be retained for a period for five (5) years from the end of the Term (see Section 5 above – Term of Agreement) or the fiscal year in which the last project covered by the Recipient’s annual agreement with HUD is completed. Records shall be open and available for inspection by auditors and/or other staff assigned by HUD and/or the Recipient during the normal business hours of the subrecipient. If at the end of such five (5) year period, there is ongoing litigation, claims, negotiations, audit or other action involving the Subrecipient’s or the Recipient’s records, which has started before expiration of the five (5) year period, the Subrecipient will retain the records until the completion of the action and resolution of all issues which arise from it as stated in 2 CFR Part 200.333.
1286
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 27 of 34 b. Consistent with applicable state and local laws regarding privacy and obligations of confidentiality, the Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts to the Recipient, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein The Subrecipient also must provide citizens with reasonable access to records on the past use of CDBG funds (24 CFR 570.508). c. Records for nonexpendable property shall be retained for a period of five (5) years after final disposition of the property, if applicable.

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

S. Request for Technical Assistance
The Subrecipient shall refer to the Recipient any regulatory or procedural questions regarding operation of its CDBG program. All formal requests for technical assistance shall be submitted in writing. Requests should specify the problem area, particular assistance being requested and proposed solution if applicable. Informal questions regarding day-to-day program operation may be directed to the designated Recipient representative.

T. Hold Harmless and Indemnification
The Subrecipient shall hold the Recipient and the Recipient’s officers, employees, agents and volunteers harmless and free from any and all claims, liabilities or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or other wrongful conduct related in any way to the Subrecipient’s performance of the Work pursuant to this CDBG Subrecipient Agreement, provided such claims, liabilities or expenses were not the result of the gross negligence, willful misconduct or fraud of the Recipient or the Recipient’s officers, employees, agents or volunteers. In the event the Recipient and/or any of the Recipient’s officers, employees, agents or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission or other wrongful conduct, the Subrecipient shall indemnify them for any judgment rendered against them, any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including, but not limited to attorney’s fees.

The Subrecipient also understands and agrees that it is being employed to perform the services provided for by this CDBG Subrecipient Agreement because of the Subrecipient’s professed expertise and experience in performing the Work provided for under this CDBG 1287
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 28 of 34 Subrecipient Agreement. In addition, the Subrecipient understands and agrees that while the Recipient and the Recipient’s officers or agents may elect to do so, they have no duty to review, inspect, or supervise the Work performed by the Subrecipient pursuant to this CDBG Subrecipient Agreement, except as otherwise expressly provided for by this CDBG Subrecipient Agreement.

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

U. Insurance
Subrecipient shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Subrecipient, its agents, representatives, or employees in accordance with the provisions of Exhibit E, attached hereto and incorporated herein by reference.

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

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

W.Effect of Termination
For Agreements exceeding $10,000 the following applies:
1288
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 29 of 34 a. Termination of Agreement for Convenience: In accordance with 24 CFR Part 570.509(e) and 2 CFR 200.339, this CDBG Subrecipient Agreement may be terminated by either party after a thirty (30) days written notice of intention to terminate, setting forth the reasons and the effective date of such termination, has been given to the other party, provided, however, that no notice of termination given by the Subrecipient shall be effective unless HUD has agreed to release Recipient from its obligations pursuant to the program activity(ies) in Exhibit B – Statement of Work. Alternatively, this CDBG Subrecipient Agreement will automatically terminate in the event that the United States Government terminates the CDBG programs or terminates the program activity(ies) which is the subject of the Agreement.
b. Termination of Agreement for Cause: In accordance with 24 CFR 570.509(f) and 2 CFR 200.339, the Parties hereto understand that pursuant to the Recipient’s execution of the HUD application, the Recipient assumed responsibility as to the performance of the Work. If through any cause the Subrecipient fails to fulfill in a timely and proper manner its obligations under this CDBG Subrecipient Agreement to undertake, conduct or perform the Work identified in this CDBG Subrecipient Agreement, or if the Subrecipient violates any of the covenants, agreements, or stipulations of this CDBG Subrecipient Agreement, the Recipient shall thereupon have the right to terminate this CDBG Subrecipient Agreement by giving written notice of such termination and specifying the effective date thereof at least (5) days before the effective date of such termination. Notwithstanding the above, the Subrecipient shall not be relieved of liability to the Recipient for damages sustained by the Recipient by virtue of any payments to the Subrecipient for the purpose of set-off until such time as the exact amount of damages due the Recipient from the Subrecipient is determined.
c. Upon termination, as stated in subsections A or B above of this CDBG Subrecipient Agreement, the Recipient shall be liable to the Subrecipient only for Work done by the Subrecipient up to and including the date of termination of this CDBG Subrecipient Agreement, unless the termination is for cause, in which event the Subrecipient need be compensated only to the extent required by law. The Subrecipient hereby expressly waives any and all claims for damages for compensation arising under this CDBG Subrecipient Agreement except as set forth in this Section in the event of such termination.
d. If this Agreement is terminated pursuant to this Section, the Subrecipient shall remain responsible for compliance with the requirements in 2 CFR 200.343 (Closeout) and 2 CFR 200.344 (Post-closeout adjustments and continuing responsibilities).

X. Taxpayer Identification Number
1289
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 30 of 34 The Subrecipient shall provide the Recipient with a complete Request for Taxpayer Identification Number and Certification, Form W-9 as issued by the Internal Revenue Service.

Y. Modification of Agreement
Except as provided in Section 3 (Availability of Funds), the tasks described in this CDBG Subrecipient Agreement and all other terms of this CDBG Subrecipient Agreement may be modified only upon mutual written consent of the Recipient and the Subrecipient.

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

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

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

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

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

DD. Violation or Breach Agreement Terms
1290
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 31 of 34 A breach of any of the stipulations contained in this Agreement may be sufficient grounds for withholding of progress payments, withholding of final payment, termination of the Agreement, suspension/debarment or any other action determined to be appropriate by the Recipient.

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

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

GG. No Assignment without Consent
a. Inasmuch as this CDBG Subrecipient Agreement is intended to secure the specialized services of the Subrecipient, unless a transfer is allowed either (i) in the CDBG Note or (ii) pursuant to subsection B below, the Subrecipient shall not have the right to either (l) assign or transfer this CDBG Subrecipient Agreement, or any part hereof or monies payable hereunder, or (II) modify its own organizational structure (except for transfers of limited partner interests in the Subrecipient), without the prior written consent of the City, which consent will not be unreasonably withheld, and any such assignment or transfer without the City’s prior written consent shall be considered null and void. b. A limited partner(s) may remove and replace the managing general partner of the Subrecipient for cause pursuant the Subrecipient / limited partner agreement. However, the Subrecipient’s managing general partner shall not be replaced without prior written approval of the City, and the City shall consider then approve or disapprove such replacement without unreasonable delay.

HH. Patents and Royalties
1291
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 32 of 34 a. Subrecipient shall provide and pay for all licenses and royalties necessary for the legal use and operation of any of the equipment or specialties used in the Project activities. Certificates showing the payment of any such licenses or royalties and permits for the use of any patented or copyrighted devices shall be secured and paid for by Subrecipient and delivered to the Recipient upon completion of the Project activities, if required.
b. Subrecipient shall assume all costs arising from the use of patented materials, equipment, devices, or processes used in or incorporated in the Project activities and agrees to indemnify and hold harmless the Recipient and its duly authorized representatives from all suits of law, or actions of every nature for or on account of the use of any patented materials, equipment, devices, or processes.

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

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

JJ.Subordination.

A. The Deed of Trust shall be subordinated to each Senior Lien described below and to other liens approved by the Housing Director or designee securing financing set forth in the Approved Financing Plan, if any, but only on condition that all of the following conditions are satisfied:
i. All of the proceeds of the proposed Senior Lien, less any transaction costs, must be used to provide construction and/or permanent financing for the Development. ii. The subordination agreement(s) must be structured to minimize the risk that the 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. 1292
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 33 of 34 B. The subordination(s) described in this section may be effective only during the original term of the Senior Lien (including any extension options set forth in the documents evidencing the Senior Loan) and any refinancing of the Senior Lien.

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

1. Bank Taxable construction loan of $25,678,602

2. Bank Tax-Exempt construction loan of $17,651,913 converting to a permanent loan in the amount of $3,500,000

3. Affordable Housing and Sustainable Communities (AHSC) Affordable Housing Development (AHD) permanent loan of $25,000,000

4. Housing Trust Fund Ventura County construction loan $5,000,000

5. City of Oxnard HOME-ARP construction loan converting into a permanent loan the amount of $1,200,000

6. City of Oxnard HOME construction loan converting into a permanent loan in the amount of $1,000,000
XLII. Limited Partner Rights.

The City agrees to the following provisions for the benefit of the Subrecipient's limited partner(s) (“Limited Partner”):
1293
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement - Page 34 of 34 A. The City will give the Limited Partner a copy of any written notice that the City gives to Subrecipient under this CDBG Subrecipient Agreement, the promissory note in favor of the City in the amount of $689,659 (“CDBG Note”), the deed of trust and assignment of rents (“CDBG Deed of Trust”), and a regulatory agreement and restrictive covenants (“CDBG Covenants”, and together with the CDBG Note, the CDBG Deed of Trust and this CDBG Subrecipient Agreement (the “CDBG Loan Documents”).

B. The City will give the Limited Partner ten (10) days after their receipt of such notice to cure a non-payment of any sum due under the CDBG Loan Documents.

C. The City will give the Limited Partner thirty (30) days after the Limited Partner's receipt of such notice to cure any other default under the CDBG Loan Documents.

D. If a default is incapable of being cured within thirty (30) days, the City will give the Limited Partner sixty (60) days to cure such default provided the Limited Partner has commenced to cure such default and is diligently proceeding to cure such default through the end of such period.

E. If the Limited Partner makes any such payment or otherwise cures such default, the City will accept such action as curing such 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 as a park, and (2) 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.
[Signatures appear on the following pages]
1294
Agreement # 32600396
1650\39\4183569.3 CDBG Subrecipient Agreement – Page S-1 NOW, THEREFORE, the Parties hereto have caused this CDBG Subrecipient Agreement to be executed and attested by their proper officer thereunder duly authorized, all as of the day first above written.

RECIPIENT: SUBRECIPIENT:

THE CITY OF OXNARD 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 benefit
corporation,
Its: Sole Manager and Member

Brenda Lopez Date
Housing Director
By: Rick Schroeder Date
President and Chief Executive Officer

APPROVED AS TO FORM:

Stephen M. Fischer Date
City Attorney

APPROVED AS TO
INSURANCE:

Lauren Bueling Date
Risk Manager

1295
Agreement # 32600396
1650\39\4183569.3 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 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
1296
Agreement # 32600396
1650\39\4183569.3 EXHIBIT B

EXHIBIT B

STATEMENT OF WORK

1. Description of Work
(a) Park Project: The Subrecipient will use the $689,659 in CDBG Program funds to construct a park for the primary benefit of low- and moderate-income persons (the "Project")..The Subrecipient will manage the Project for a five (5) year compliance period (pursuant to the CDBG Covenants) as a park for the primary benefit of low- and moderate-income persons/households. (b) On-going Project Operation: The Subrecipient and the City have executed the CDBG Regulatory Agreement and Restrictive Covenants (“CDBG Covenants”) concurrently with this CDBG Subrecipient Agreement. The CDBG Covenants establish a five (5) year compliance period for the Project. During the five (5) year compliance period, the Subrecipient shall operate and maintain the Project development in conformance with the CDBG Covenants and with the requirements of this CDBG Subrecipient Agreement. In case of a conflict between the CDBG Covenants and this CDBG Subrecipient Agreement, the more restrictive covenants, standards, and/or requirements shall apply..

2. Scope of Work: Construction of a Public Park
(a) This CDBG Subrecipient Agreement shall be executed prior to the disbursement of any CDBG funds to the Subrecipient. The Subrecipient agrees that the CDBG Program funds of $689,659 shall be secured through the establishment of a lien in sixth position during the construction phase and fifth position during the permanent phase of financing on the title of the Property. The Subrecipient agrees to take any and all actions necessary to secure, retain, and defend the position of the City’s CDBG lien on the title of the Property as set forth in this subsection (a) unless the City has agreed in writing to a different arrangement within the chain of title and the City has issued its written consent to such a change prior to any such change in title being initiated or put into effect.
(b) No later than August 31, 2026, the Subrecipient shall commence Work activities as described in Exhibit B. This commencement date may be extended only with prior written approval by the Housing Director or designee in conformance with Section 8 (Work Review Conference). To ensure compliance with all applicable labor code requirements, Borrower shall hire a labor compliance monitor for the duration of construction activities on the Park Project. (c) No later than June 30, 2028, the Subrecipient shall complete all Work activities as described in Exhibit B. This completion schedule may be extended only with prior written approval by the City Housing Director or designee in conformance with Section 8 (Work Review Conference) but shall in no event be extended beyond December 31, 2028. (d) If the City, in its sole discretion, determines that the Work fails to comply with the Scope of Work standards and requirements described herein, such failure shall constitute an event 1297
Agreement # 32600396
1650\39\4183569.3 EXHIBIT B
of default under the CDBG Deed of Trust and CDBG Note and also this CDBG Subrecipient Agreement.
(e) Subrecipient shall ensure the conveyance of Parcel 2, as described in Exhibit A of this Agreement, to Aspire Apartments LP prior to closing escrow on construction financing for the Project and shall obtain written consent from the Oxnard Community Development Commission Successor Agency prior to conveyance.

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

4. Scope of Work: On-Going Project Operation.
(a) For each year of the five (5) year compliance period of the CDBG Covenants the Subrecipient shall own, operate and manage the Project in full compliance with all applicable government codes and laws, and to the full satisfaction of the City. The Subrecipient shall allow the park to be used as recreation primarily for the benefit of low- and moderate-income persons / households, in compliance with 24 CFR 570.201 and 24 CFR 570.208 of the federal CDBG regulations, throughout the entire five (5) year compliance period. (b) The five (5) year compliance period shall commence upon the date of the recordation of a notice of completion (of construction) issued for the Project. (c) In conformance with the CDBG Covenants: (i) throughout the entire five (5) year of the CDBG Covenants, the Subrecipient shall provide all beneficiary information in a report format and time schedule that (1) is acceptable to the City, and (2) that enables the City to meet all reporting requirements of HUD and the CDBG Program, and (ii) the Subrecipient shall fully assist and cooperate with the City as the City monitors and audits the Project during the five (5) years of the CDBG Covenants. The Subrecipient shall promptly address and resolve all shortcomings of the Project or defects identified by the City to the City’s satisfaction. (d) During the Term of this CDBG Subrecipient Agreement, the Subrecipient shall retain legal ownership of the Property and of all rights, royalties, profits and proceeds generated or caused by the Property.
(f) Reversion of Assets. The five (5) year period set forth in 24 CFR 570.503(b)(7) for compliance with one or more national objectives shall be included and contained within the five (5) year compliance period established by the CDBG Covenants. 1298
Agreement # 32600396
1650\39\4183569.3 EXHIBIT C

EXHIBIT C

SCHEDULE OF COMPENSATION

1. Compensation. Subject to the terms and conditions of this CDBG Subrecipient Agreement, and pursuant to the CDBG Note, the City shall provide to the Subrecipient the amount of Six Hundred Eighty-Nine Thousand Six Hundred Fifty-Nine Dollars ($689,659) of CDBG Program funds to enable the Subrecipient to pay for eligible park construction costs. In no instance shall the City be liable for Work costs in excess of $689,659, nor for any unauthorized or ineligible costs. The Subrecipient shall not obligate or expend the funds for any purpose other than for the construction of a park asset forth herein. Payment for the foregoing shall be in accordance with the following procedure:
(a) Concurrently with this CDBG Subrecipient Agreement, the Subrecipient shall execute a promissory note in favor of the City in the amount of $689,659 (“CDBG Note”), a deed of trust and assignment of rents (“CDBG Deed of Trust”), and a regulatory agreement and restrictive covenants (“CDBG Covenants”). The CDBG Deed of Trust and the CDBG Covenants shall be recorded prior to any payment of CDBG Program funds from the City to the Subrecipient. The CDBG Deed of Trust and the CDBG Regulatory Agreement shall be subordinated to other liens and regulatory agreements ("Senior Liens") on the Project as described in Section XLI. of this Agreement, but only on condition that all of the following conditions are satisfied:
(i) All of the proceeds of the proposed Senior Lien, less any transaction costs, must be used to provide construction and/or permanent financing for the Development. (ii) The subordination agreement(s) must be structured to minimize the risk that the CDBG Deed of Trust would be extinguished as a result of a foreclosure by the Senior Lender or other holder of the Senior Lien. To satisfy this requirement, the subordination agreement must provide the City with adequate rights to cure any defaults by the Subrecipient, including: (i) providing the City or its successor with copies of any notices of default at the same time and in the same manner as provided to the Subrecipient; and (ii) providing the City with a cure period to cure any default. (iii) The subordination(s) described in this section may be effective only during the original term of the Senior Lien and any refinancing of the Senior Lien.

The Housing Director or designee is authorized to execute and form of subordination agreement provided by such Senior Lenders and approved as to form by the City Attorney. (b) The Subrecipient shall submit a completed Subrecipient Payment Request Form (see attached Exhibit D, or other form approved by City, with each payment request. Such payment requests may be submitted no more frequently than on a monthly basis. The Subrecipient shall also submit receipts and other documentation that describe the documents, materials, and activities that will be paid for and/or reimbursed with each specific payment request. 1299
Agreement # 32600396
1650\39\4183569.3 EXHIBIT C
(c) The Subrecipient may not request disbursement of CDBG funds until the funds are needed for payment of eligible costs (i.e., reimbursement of eligible park construction costs). (d) The CDBG Covenants affecting the Project shall provide for the use of the park that primarily benefits low- and moderate-income persons / households for a compliance period of at least five (5) years.

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

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

3. Progress Reports. The Subrecipient shall submit quarterly progress reports to the Recipient, using “Neighborly,” the City’s online platform, or other form approved by the City. The Neighborly platform can be accessed as described as attached to this Agreement as Exhibit F.

4. Method of Payment. Payment to Subrecipient of the compensation discussed above shall be based on the submittal and approval of an invoice, and based on conformance with this CDBG Subrecipient Agreement during the Term of this CDBG Subrecipient Agreement, according to the Disbursement Schedule attached to this Agreement as Exhibit G. The final disbursement of $68,966 will occur after final inspection of the Work.

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

6. Relationship to Grant Agreement. The Subrecipient acknowledges and agrees that this CDBG Subrecipient Agreement is subject to the obligations and limitations imposed on the City by the grant agreement for the CDBG Program (“Grant Agreement”) executed by HUD and the City, and by all future amendments to the Grant Agreement, and that this CDBG Subrecipient Agreement is intended to be in conformance and harmony with the Grant Agreement. The Subrecipient further acknowledges that if the Grant Agreement is terminated by the United States Government prior to the implementation by appropriation and/or funding of this CDBG Subrecipient Agreement, then 1300
Agreement # 32600396
1650\39\4183569.3 EXHIBIT C
the City shall have the right to terminate or amend this CDBG Subrecipient Agreement by giving written notice of the termination or amendment of the Agreement to the Subrecipient. The Subrecipient hereby expressly agrees to the provisions of the Grant Agreement and further expressly agrees that nothing in this CDBG Subrecipient Agreement shall be deemed to require the City to perform an obligation in conflict with the Grant Agreement. The Subrecipient further agrees that the City’s right to enter into amendments to the Grant Agreement is not, and shall not be restricted or impaired, in any way, by this CDBG Subrecipient Agreement.

4. Reimbursement of Improper Expenditures. If at any time within applicable statutory periods of limitation it is determined by the City or by HUD or its duly authorized representatives, or by the United States Secretary of Treasury or duly authorized representatives that funds provided for under the terms and conditions of this CDBG Subrecipient Agreement have been used by or on behalf of the Subrecipient in a manner or for purposes not authorized or prohibited by the Act or regulations adopted pursuant thereto the Subrecipient shall, at the City’s request, pay to the City an amount equal to one hundred percent (100%) of the amount improperly expended. 1301
Agreement # 32600396
1650\39\4183569.3 EXHIBIT D

EXHIBIT D

SUBRECIPIENT PAYMENT REQUEST FORM
1302
Agreement # 32600396
1650\39\4183569.3 EXHIBIT E

EXHIBIT E

INSURANCE
1303
Agreement # 32600396
1650\39\4183569.3 EXHIBIT E
1304
Agreement # 32600396
1650\39\4183569.3 EXHIBIT E
1305
Agreement # 32600396
1650\39\4183569.3 EXHIBIT E
1306
Agreement # 32600396
1650\39\4183569.3 EXHIBIT E
1307
Agreement # 32600396
1650\39\4183569.3 EXHIBIT F

EXHIBIT F

QUARTERLY ACCOMPLISHMENT REPORT
Subrecipient shall submit quarterly accomplishment reports on the Neighborly platform ("Neighborly"). For avoidance of doubt all necessary information shall be submitted at the following Neighborly website (which may be amended from time to time):

https://portal.neighborlysoftware.com/oxnardca
1308
Agreement # 32600396
1650\39\4183569.3 EXHIBIT G

EXHIBIT G

DISBURSEMENT SCHEDULE
Percentage of Project
Completion
Percentage of Funds
Disbursed
Maximum Disbursement
Amount
30% 30% $206,898
60% 30% $206,898
90% 30% $206,897
100% 10% $68,966
Total 100% $689,659
Final 10% Disbursement to occur after recordation of the Notice of Completion for Project and the Project is 100% occupied by eligible tenants.

Eligible Loan Costs: CDBG eligible park construction costs. 1309
Agreement # 32600396

CITY CDBG LOAN

PROMISSORY NOTE
1310
Agreement # 32600396
1650\39\4183573.3 CDBG Note - Page 1 of 7

CITY OF OXNARD

COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM

PROMISSORY NOTE SECURED BY DEED OF TRUST
$689,659 Oxnard, California ________________, 2026
FOR VALUE RECEIVED, Aspire Apartments LP, a California limited partnership (“Subrecipient”), 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 (“City”), whose address is 435 South D Street, Oxnard, California 93030, the principal amount equal to Six Hundred Eighty-Nine Thousand Six Hundred Fifty-Nine Dollars ($689,659), or so much thereof as may be advanced by City to Subrecipient, together with interest thereon, as set forth below.

1. PURPOSE. In order to assist Subrecipient in developing a park available to serve primarily low and moderate income persons at real property located adjacent to 536-538 Meta Street, Oxnard, California 93030 (“Park”), City has agreed to loan to Subrecipient the amount of Six Hundred Eighty-Nine Thousand Six Hundred Fifty-Nine Dollars ($689,659) to cover the costs of constructing the park, which amount is derived from funds received by the City from the United States Department of Housing and Urban Development through the Community Development Block Grant Program (“CDBG Funds”).

2. SUBRECIPIENT’S OBLIGATION. This City of Oxnard Community Development Block Grant Program Promissory Note Secured by Deed of Trust (“Note”) evidences Subrecipient’s obligation to pay City the principal amount of Six Hundred Eighty-Nine Thousand Six Hundred Fifty-Nine Dollars ($689,659) (“Loan”) for the CDBG Funds loaned to Subrecipient by City for the specific uses designated in that certain Subrecipient Agreement for CDBG Grant Funds by and between Subrecipient and City of even date herewith (“Subrecipient Agreement”) and that certain CDBG Regulatory Agreement and Restrictive Covenants by and between Subrecipient and City of even date herewith (“Regulatory Agreement”). This Note is secured by a Deed of Trust and Assignment of Rents by Subrecipient in favor of City of even date herewith (“Deed of Trust,” and collectively with this Note, the Subrecipient Agreement and the Regulatory Agreement, the “CDBG Loan Documents”).

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

4. DEFAULT INTEREST. In the event of default by Subrecipient of any of its obligations under the CDBG Loan Documents, Subrecipient shall pay to City interest on the outstanding principal of this Note, at an annual rate equal to the lesser of (i) ten percent (10%) or (ii) the highest interest allowed by law, in addition to the interest rate provided in Section 3 above, from the date of the event of default until the date that the event of default is cured or the Loan is repaid in full. The default interest shall be paid monthly and is due to the City on the first day of each month.
1311
Agreement # 32600396
1650\39\4183573.3 CDBG Note - Page 2 of 7

5. AMOUNT AND TIME OF PAYMENT. The principal and all current and accrued interest on 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 Subrecipient is a limited partnership and the affordability covenants are maintained for the duration of the original City affordability period, for a transfer to the general partner(s) of the Subrecipient or, a City approved affiliate thereof, or except as otherwise permitted in the CDBG Loan Documents, or (c) Subrecipient has failed to commence Project activities as set forth in Section VII of the Subrecipient Agreement, or (d) an event of default by Subrecipient which has not been cured as within sixty (60) days after notice thereof by City or such longer period if so specified by the City or in other CDBG Loan Documents. Annual loan payments on the Loan shall be made in accordance with Section 7 hereof.

In the event of default by Subrecipient which has not been cured as provided herein, the principal and all current and accrued interest shall be due and payable in accordance with Section 9 of this Note. In any event, the principal and all current and accrued interest shall be due and payable no later than 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 Subrecipient Agreement. a. “ANNUAL FINANCIAL STATEMENT" means the financial statement for each calendar year prepared at Subrecipient’s expense and prepared under accounting principles generally accepted in the United States of America and audited by Certified Public Accountants reasonably acceptable to City, which shall form the basis for determining the Residual Receipts.
b. "ANNUAL OPERATING EXPENSES" means, actual, reasonable and customary costs, fees and expenses directly attributable to the operation, maintenance, and management of the Park and the affordable housing development located adjacent to the Park at 536-538 Meta Street, Oxnard, California 93030 (“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 Subrecipient’s limited partner or its designee. any current and accrued annual partnership management fee, or similar fee, paid to the managing general partner of the Subrecipient, payment of any previously unpaid portion of the 1312
Agreement # 32600396
1650\39\4183573.3 CDBG Note - Page 3 of 7
developer fee due, capital adjusted under the Subrecipient’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(s). 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 Subrecipient’s limited partner and approved by the City 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 Subrecipient’s limited partner or Senior Lender(s) and approved by City. The Operating Expenses shall be reported in each Annual Financial Statement. Annual Operating Expenses shall not include the following: depreciation, amortization, depletion or other noncash expenses or any amount expended from a reserve account. c. “GROSS REVENUE” means for each calendar year, all revenue, income, receipts, and other consideration actually received by Subrecipient from operation and leasing of the Project. Gross Revenue includes, but is not limited to: (i) all rents, fees and charges paid by tenants, payments or other rental subsidy payments received for the dwelling units, deposits forfeited by tenants, all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreements resulting in actual income to Subrecipient; (ii) the proceeds of business interruption or similar insurance; (iii) the proceeds of casualty insurance to the extent not utilized to repair or rebuild the Project (or applied toward the cost of recovering such proceeds); (iv) condemnation awards for a taking of part or all of the Project for a temporary period. Gross Revenue shall exclude tenants' security deposits, loan proceeds, capital contributions or other similar advances. d. “RESIDUAL RECEIPTS” in a particular calendar year shall mean the amount by which Gross Revenue exceeds Annual Operating Expenses. e. “SENIOR LOAN” means, collectively, (i) that certain taxable and tax-exempt construction loan to be made to Borrower by [_________] (“Senior Lender”) in an aggregate principal approximate amount of $47,497,706 for construction of the Project (“Construction Loan”), which will convert to a Project permanent loan in an approximate amount of $4,593,000 (“Permanent Loan”); (ii) 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; (iii) the State Department of Housing and Community Development Affordable Housing and Sustainable Communities (AHSC) Affordable Housing Development (AHD) permanent loan of $25,000,000 (“AHSC AHD Loan”) ; (iv) City HOME-ARP construction loan converting into a permanent loan the amount of $1,200,000 (“City HOME-ARP Loan”); and (v) City HOME construction loan 1313
Agreement # 32600396
1650\39\4183573.3 CDBG Note - Page 4 of 7
converting into a permanent loan in the amount of $1,000,000 (“AHSC AHD Loan”).

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 date of the recordation of a notice of completion issued for the Project, and on July 1st of each year thereafter for the following fifty-five (55) years Subrecipient shall make an annual Loan payment as follows: (i) while the “AHSC AHD Loan, the City HOME-ARP Loan, and the City HOME Loan are made and outstanding, no payment shall be made on the City CDBG Loan; (ii) while the AHSC AHD Loan is made and outstanding but the City HOME-ARP Loan and the City HOME Loan have not been made or have been fully repaid, ten and thirty-six hundredths percent (10.36%) of fifty percent (50%) 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, City HOME-ARP Loan and City HOME loan have been fully satisfied, fifty percent (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 Loan and the City HOME-ARP Loan and the City HOME 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 Loan.

No payments shall be due under this Note or the Loan until all payments due under the City HOME-ARP and City HOME Loan have been fully paid. The Subrecipient shall provide the City with any documentation reasonably requested by the City to substantiate the Subrecipient's determination of the Annual Payment. The City shall apply all Annual Payments first to accrued interest, and second to principal. In the event that the City determines that there is an understatement in the amount of an Annual Payment due to City, Subrecipient shall promptly pay to City such understatement, but in any event, no later than within twenty (20) days of notice of such understatement. In the event that City determines that there has been an overpayment in an Annual Payment due to City, City shall pay to Subrecipient the amount of overpayment promptly, but in any event, within twenty (20) days of such determination. If contested, Subrecipient has the right to pay under protest and request an audit by an independent CPA.

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

9. DEFAULT AND ACCELERATION. This Note is secured by the Deed of Trust.

All covenants, conditions and agreements contained in the Deed of Trust and the Subrecipient Agreement are hereby made a part of this Note. Subrecipient agrees that the principal and all current and accrued interest, shall, at the option of City, be immediately due and payable upon any event of default as defined in the Subrecipient Agreement which has not been cured pursuant to that Subrecipient Agreement, including without limitation the failure of Subrecipient to make any payment when due. Upon any event of default, City may exercise any other right or remedy permitted under this Note and the CDBG Loan Documents. Notwithstanding anything to the contrary contained in the CDBG Loan Documents, City hereby agrees that any cure of any event 1314
Agreement # 32600396
1650\39\4183573.3 CDBG Note - Page 5 of 7
of default made or tendered by Subrecipient's limited partners shall be deemed to be a cure by Subrecipient and shall be accepted or rejected on the same basis as if made or tendered by Subrecipient.

10. PREPAYMENT OF LOAN. No prepayment penalty will be charged to Subrecipient for payment of all or any portion of the Loan amounts prior to the end of the term described herein. However, prepayment of the Loan during the term of the Regulatory Agreement shall require City approval and shall not affect Subrecipient’s obligations under the Regulatory Agreement.

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

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

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

14. NOTICES. Except as may be otherwise specifically provided herein, any approval, notice, direction, consent request or other action by City shall be in writing and may be communicated to Subrecipient at the principal office of Subrecipient set forth below, or at such other place or places as Subrecipient shall designate in writing, from time to time, for the receipt of communications from City. Copies of all notices which are sent to Subrecipient under the terms of the Loan Documents shall also be sent the additional parties as listed at the address below.

SUBRECIPIENT: Aspire Apartments LP
c/o Many Mansions
1259 E. Thousand Oaks Boulevard
Thousand Oaks, CA 91362Attn: President
With copy to: Goldfarb & Lipman LLP
1300 Clay Street
Eleventh Floor
Oakland, CA 94612
Attn: Lynn Hutchins
With copy to: Subrecipient's lenders and investor upon written request from Subrecipient [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 Subrecipient and City.
1315
Agreement # 32600396
1650\39\4183573.3 CDBG Note - Page 6 of 7

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

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

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

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

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

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

The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the Note, except as hereafter set forth; nothing contained herein is intended to relieve the Subrecipient of personal liability to the extent of actual damages for (i) Subrecipient's fraud or willful misrepresentation; (ii) the failure to pay taxes, assessments or other charges (which are not contested by the Subrecipient in good faith) which may create liens on the Property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (iii) the fair market value of any personal property or fixtures removed or disposed of by the Subrecipient other than in accordance with the Deed of Trust; (iv) the material misapplication of any proceeds under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent 1316
Agreement # 32600396
1650\39\4183573.3 CDBG Note - Page 7 of 7
domain or by reason of damage, loss or destruction to any portion of the Property; (v) the Subrecipient's indemnification obligations under the Subrecipient Agreement; and (vi) payment to the City of any rental income or other income arising with respect to the Property received by the Subrecipient after the City has given notice to the Subrecipient of the occurrence of an event of default and after the expiration of all applicable notice and cure periods, subject to the rights of any City providing a loan secured by the Property to which the City has subordinated the Deed of Trust.

22. 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 Subrecipient’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 services approved by the City may be revised from time to time. Except for the developer fee, the fees set forth in the definition of "Annual Operating Expenses" as set forth in Section 6.b of this Note, compensation paid under the management agreement for the affordable housing development, and compensation paid under the services agreement for the affordable housing development, no compensation from any source shall be received by or be payable to the Subrecipient, any entity Controlled by the Subrecipient or any general partner of Subrecipient in connection with the provision of development and construction management services for the construction of the Park Project.
(signature appears on following page)
1317
Agreement # 32600396
1650\39\4183573.3 CDBG Note - Page S-1
IN WITNESS WHEREOF, the Subrecipient has executed this Note as of the day and year first above written.

SUBRECIPIENT:

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 Manager and Member
By: _______________________________
Rick Schroeder,
President and Chief Executive Officer
1318
Agreement # 32600396

CITY OF OXNARD CDBG REGULATORY AGREEMENT

AND RESTRICTIVE COVENANTS
1319
1650\39\4183576.3 CDBG Covenants – Page 1 of 6
Agreement #32600396

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 6103 & 27383
APN: 201-0-213-100; 201-0-213-080
201-0-213-090
SPACE ABOVE THIS LINE FOR RECORDER’S USE

CITY OF OXNARD CDBG REGULATORY AGREEMENT

AND RESTRICTIVE COVENANTS
These CITY OF OXNARD CDBG REGULATORY AGREEMENT AND
RESTRICTIVE COVENANTS (“CDBG Covenants”) are made and entered into on or about__________, by and between the City of Oxnard, a municipal corporation (the “City” or “Recipient”), and Aspire Apartment LP, a California limited partnership (the “Subrecipient").

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

B. Subrecipient owns that certain real property located at 536-538 Meta Street, Oxnard, California 93030, as more particularly described in Exhibit A (the “Property”), upon which Subrecipient intends to construct a park open to the public to primarily benefit Low- and Moderateincome Persons (the “Project”).

C. The City has provided a loan to the Subrecipient in the amount of Six Hundred and EightyNine Thousand Six Hundred Fifty-Nine Dollars ($689,659) for the purpose of assisting the Subrecipient with the costs necessary for the construction of the Project (the “Work”). 1320
1650\39\4183576.3 CDBG Covenants – Page 2 of 6
Agreement #32600396
D. The City and the Subrecipient wish to assure that the Project will be maintained in good condition in conformance with these CDBG Covenants for the entire Term of these CDBG Covenants, as defined below.

E. The purpose of these CDBG Covenants is to regulate the use of the Project. These CDBG Covenants are intended to run with the land and be binding on the Subrecipient and its successors and assigns in the Property.

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

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

ARTICLE I. DEFINITIONS
Section 1.01 “Area Median Income” means the county wide median income in the then currently published guidelines of the U.S. Department of Housing and Urban Development.

Section 1.02 “CDBG Loan” means the loan of CDBG Program funds in the amount of Six Hundred Eighty-Nine Thousand Six Hundred Fifty-Nine Dollars ($689,659) made by the City to the Subrecipient to assist with payment of the cost of the Work pursuant to the CDBG Subrecipient Agreement and the CDBG Note.

Section 1.03 “CDBG Subrecipient Agreement” means the Subrecipient Agreement for CDBG Grant Funds Between the City of Oxnard and Aspire Apartments LP for Park Costs in the City of Oxnard executed by and between the Subrecipient and the City concurrently herewith and setting forth the terms and conditions governing the CDBG Loan.

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

Section 1.05 “CDBG Loan Documents” are collectively the CDBG Subrecipient Agreement, the CDBG Note, the CDBG Deed of Trust, and these CDBG Covenants as they may be amended, modified, or restated from time to time, along with all exhibits and attachments to these documents.
1321
1650\39\4183576.3 CDBG Covenants – Page 3 of 6
Agreement #32600396
Section 1.06 “CDBG Note” means the City of Oxnard Community Development Block Grant Program Promissory Note Secured by Deed of Trust executed by the Subrecipient concurrently herewith in favor of the City in the amount of Six Hundred Eighty-Nine Thousand Six Hundred Fifty-Nine Dollars ($689,659) evidencing the CDBG Loan, which is secured by the CDBG Deed of Trust, as well as any amendments to, modifications of, or restatements thereto.

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

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

Section 1.09 “Term” means the five (5) year compliance period during which the Project must meet the requirements imposed under the CDBG Program, commencing upon the date of the recordation of a notice of completion (of functional equivalent) issued for the Project. Regarding the reversion of assets, the five (5) year period set forth in 24 CFR 570.503(b)(7) for compliance with one or more national objectives shall be included and contained within the five (5) year compliance period established by these CDBG Covenants.

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

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

Section 2.03 The Subrecipient shall comply with all requirements imposed on projects assisted under the CDBG Program (24 CFR Part 570) in effect on the date that the CDBG Loan is executed by all parties, and as the same may be amended from time to time. 1322
1650\39\4183576.3 CDBG Covenants – Page 4 of 6
Agreement #32600396
Section 2.04 These CDBG Covenants shall be covenants running with the land as defined in California Civil Code section 1462. Pursuant to Civil Code section 1468 which governs such covenants, the provisions of these CDBG Covenants shall be binding upon all parties having any right, title, or interest in any of the properties described herein, or any portion thereof and on their heirs, successors in interest and assigns for the Term of these CDBG Covenants. The parties agree that all future deeds or transfers of interest regarding the Property shall include the restrictions of these CDBG Covenants for as long as the Covenants are in effect.

Section 2.05 The Subrecipient, by and for itself and any successors in interest, covenants and agrees that for the entire Term of these CDBG Covenants there the Project will be used as a park open to the public during reasonable daylight hours, subject to reasonable security measures, primarily benefitting low- and moderate-income persons. Change in use of the Project or transfer of any of the Projecting violation of these CDBG Covenants shall be void unless authorized by the prior written consent of the City.

Section 2.06 In the event that the Subrecipient ceases to use the Property as park as set forth in Section 2.05, or if the Property is transferred, assigned, leased, sold, encumbered or foreclosed whether voluntarily or involuntarily within the Term of these CDBG Covenants, without the prior written consent of the City, the Subrecipient shall repay to the City all CDBG funds loaned to the Subrecipient and invested in the Project, subject to a reasonable notice and cure period.

Article III. Intentional Omitted
Article IV. REPORTING AND ON-GOING OPERATIONS
Section 4.01 On-Going Project Operation. For each year of the Term of these CDBG Covenants, the Subrecipient shall maintain the Park in good condition and for its intended use.

Section 4.02 Inspection, Records and Monitoring
(a) All required reports and supporting materials that are required by these CDBG Covenants shall be retained by the Subrecipient for a period of no less than five (5) years.

The Subrecipient shall make all such reports and materials available to the City or its representative for review and copy within ten (10) days after any request by the City to review such reports. 1323
1650\39\4183576.3 CDBG Covenants – Page 5 of 6
Agreement #32600396
(b) The Subrecipient shall permit the City or its representative to conduct annual compliance monitoring, including performing on-site records review and inspections of the Project development and Property, as required by regulation or reasonably requested by the City. The City shall provide reasonable notice in writing no less than forty-eight (48) hours prior to inspection.

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

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

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

Aspire Apartments LP
c/o Many Mansions
1259 E. Thousand Oaks Blvd.

Thousand Oaks 91362
Attn: President & CEO
With copy to:

Goldfarb & Lipman LLP
1300 Clay Street
Eleventh Floor
Oakland, CA 94612
Attn: Lynn Hutchins
1324
1650\39\4183576.3 CDBG Covenants – Page 6 of 6
Agreement #32600396
The Subrecipient hereby specifically acknowledges and agrees to be bound by the covenants contained herein regarding the affordability of the Project and its affordable housing units.

These CDBG Covenants may be executed in counterparts and shall be fully effective as if signed by all parties whether or not the signatures of all the parties appear on the original or on any one copy of these CDBG Covenants.
[Signature blocks appear on following pages]
1325
1650\39\4183576.3 CDBG Covenants – Page S-1
Agreement #32600396
IN WITNESS WHEREOF, the parties hereto have executed these CDBG Covenants as of the day and year first above written.

RECIPIENT: SUBRECIPIENT:

THE CITY OF OXNARD 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 non-profit public
benefit corporation,
Its: Sole Manager and member

By: Brenda Lopez Date
Housing Director
By: Rick Schroeder Date
President & and Chief Executive Officer

APPROVED AS TO FORM:

By: Stephen M. Fischer Date
City Attorney

1326
1650\39\4183576.3 CDBG Covenants – Page S-1A
Agreement #32600396
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

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

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

WITNESS my hand and official seal.
_______________________________
Signature of Notary Public
(Place Notary Seal Above)
1327
1650\39\4183576.3 CDBG Covenants – Page S-1B
Agreement #32600396
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

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

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

WITNESS my hand and official seal.
_______________________________
Signature of Notary Public
(Place Notary Seal Above)
1328
Agreement # 32600396

CITY CDBG LOAN

DEED OF TRUST
1329
1650\39\4183565.2 CDBG Deed of Trust - Page 1 of 3
Agreement #32600396

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

DEED OF TRUST AFFECTING REAL PROPERTY

WITH ASSIGNMENT OF RENTS
(This Deed of Trust contains an acceleration clause)
(Secures CDBG Promissory Note, Subrecipient Agreement,
and Regulatory Agreement)
This DEED OF TRUST AFFECTING REAL PROPERTY WITH ASSIGNMENT OF RENTS (the “Deed of Trust”) is made on ______________________, 2026 between Aspire Apartments LP, a California limited partnership, herein called TRUSTOR, whose address is 1259 E. Thousand Oaks Boulevard Thousand Oaks, CA 91362, to OLD REPUBLIC 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 536-538 Meta Street, in the City of Oxnard, which is located in Ventura County, California, as more particularly described in Exhibit A (the “Property”) attached hereto and incorporated herein by this reference;
Together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues, and profits.

This grant is made for the purpose of securing the performance of each agreement of Trustor incorporated by reference or contained herein; and performance of that certain Subrecipient Agreement For CDBG Grant Funds of even date herewith (the "Subrecipient Agreement'), that certain City of Oxnard CDBG Regulatory Agreement and Restrictive Covenants of even date herewith, and that certain City of Oxnard Community Development Block Grant Program Promissory Note Secured by Deed of Trust dated __________________, 2026, in the face amount of $689,659 made by Trustor to the order of the Beneficiary (together with the Deed of Trust, the "CDBG 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 1330
1650\39\4183565.2 CDBG Deed of Trust - Page 2 of 3
Agreement #32600396
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:

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 Subrecipient 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 Trustor's investor limited partner shall have the rights provided to it in the other CDBG 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 1331
1650\39\4183565.2 CDBG Deed of Trust - Page 3 of 3
Agreement #32600396
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).

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

Exhibit A is attached hereto and incorporated herein.
(Signature appears on following page)
1332
1650\39\4183565.2 CDBG Deed of Trust - Page S-1
Agreement #32600396

SIGNATURE OF TRUSTOR

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 non-profit public benefit corporation,
Its: Sole Member and Manager
By:_______________________________ _________________
Rick Schroeder, Date
President and Chief Executive Officer
1333
1650\39\4183565.2 CDBG Deed of Trust - Page S-1A
Agreement #32600396
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

1334
1650\39\4183565.2 EXHIBIT A
Agreement #32600396

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
1335
1336
1337
1338
1339
1340
1341
1342
1343
1344
1345
1346
1347
1348
1349
1350
1351
1352
1353
1354
1355
1356
1357
1358
1359
1360
1361
1362
1363
1364
1365
1366
1367
1368
1369
1370
1371
1372
1373
1374
1375
1376
1377
1378
1379
1380
1381
1382
1383
1384
1385
1386
1387
1388
1389
1390
1391
1392
1393
1394
1395
1396
1397
1398
1399
1400
1401
1402
1403
1404
1405
Loan Agreements for Aspire Apartments, an 87-
Unit Affordable Rental Project and Pocket Park
located at 536-538 Meta Street.

Brenda Lopez, Director
Housing Department
City Council
May 5, 2026
1406
Background

1. The Aspire Apartments, is a new 87 affordable unit and 1 manager’s unit rental housing construction project and pocket park (“Aspire”) located at 536-538 Meta Street.

2. The unit mix will consist of 56 one-bedroom units, 31 two-bedroom units, and 1 unrestricted two-bedroom manager unit.

3. The project will provide affordable housing for households with incomes up to 60% of Area Median Income (AMI), except for 5 units which will also be additionally restricted to Qualifying Populations.
2 1407
Background

4. 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.

5. Aspire will also include a pocket park on the southern part of the property.

The project sponsor, Many Mansions will have full responsibility for maintaining and monitoring the park.

6. Many Mansions is a non-profit housing organization with 40 years of experience providing affordable housing, including construction and acquisition of over 600 units of affordable housing at 20 properties throughout Ventura County.
3 1408
Background 4
HOME-American Rescue Plan (ARP) Funding:

1. The City was awarded $2,776,187 in HOME-ARP to address homelessness and affordable housing needs.

2. From December 2022 through February 2023 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).

3. On March 21, 2023, the City Council approved an amendment to incorporate the HOME-ARP funding into the FY 2023-2024 Annual Action Plan (AAP).

Staff committed to selecting affordable rental projects to receive HOMEARP funding and returning to the City Council for final funding approval.

4. 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.
1409
Background 5
HOME Funding:

1. The City 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.

2. On January 21, 2025, as part of the Second Substantial Amendment to the FY 2023-24 AAP, the City Council 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. 1410
Background 6
Community Development Block Grant (CDBG) Funding:

1. The City receives approximately $2.1 Million in CDBG funds annually which is used to fund affordable housing development and other activities supporting lower income households.

2. On May 16, 2023, the City Council approved $489,660 in CDBG funding as part of the FY 2023-2024 AAP to Aspire to construct the pocket park.

3. On June 23, 2025 an additional $199,999 was awarded for the pocket park, through an administrative amendment to the FY 2024-25 AAP, in accordance with the City’s Citizen Participation Plan and 24 CFR Part 91, for a total award of $689,659.
1411
Discussion 7

1. The total development cost for Aspire is estimated to be $63,100,858

2. To address the funding gap, the Housing Department requests awarding loans of $1,200,000 in HOME-ARP, $1,000,000 in HOME, and $689,659 to support the project.

3. Construction is estimated to begin in the summer of 2026 and be completed in 2028.

4. The loan agreements provide the following terms:
● HOME-ARP Loan amount of $1,200,000; HOME Loan amount of $1,000,000; and CDBG Loan amount of $689,659;
● 3% simple interest;
● HOME-ARP/HOME Regulatory agreement term of fifty-five (55) years; CDBG Affordability Covenant of five (5) years; and
● Repayment of the City Loans will be on a residual receipt’s basis. 1412
Discussion
Labor Compliance Services:

1. On January 1, 2026, City staff executed Agreement No. 32600278, with MNS Engineers Inc. (MNS) in an amount not to exceed $220,000 for oncall labor and environmental compliance services.

2. A First amendment to Agreement No. 32600278 is necessary to comply with all labor compliance requirements. 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.

3. Staff is requesting approval to execute a first amendment to the agreement to increase the contract budget from $220,000 to $291,000. 8 1413
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.
9 1414
End of Presentation
1415

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. N.5
DATE: May 5, 2026
TO: City Council
FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected] SUBJECT: Public Project Agreement 32600375 with Toro Enterprises, Inc. and Agreement 32600470 with Filippin Engineering, Inc. for Arterial Street Resurfacing - Oxnard Blvd., 5th Street, Saviers Road, & Ventura Road, Specification No. PW 25-43.

RECOMMENDATION
That the City Council approve and authorize:

1. A total of $10,922,971.00 in Project funds for the Arterial Street Resurfacing - Oxnard Blvd., 5th Street, Saviers Road, & Ventura Road, Specification No. PW 25-43;

2. The Mayor to execute an Agreement with Toro Enterprises, Inc. in the amount of $9,102,475.00 for the Project and a Project contingency amount of $910,248.00 (~10%) with Toro Enterprises, Inc. for a total not to exceed value of $10,012,723.00;

3. A Project allocation amount of $910,248.00 (~10%) for engineering, inspection, survey, construction management, and project management; and

4. The Mayor to execute an Agreement with Fillippin Engineering, Inc. in the amount of $741,634.00 with a term of one year from May 5, 2026, through May 4, 2027, for professional construction management services. (This item did not originate in Committee as this is a capital improvement project specifically listed in the City's Capital Improvement Program budget, which was previously approved by the City Council.) Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/TFJ56ESvK5Y

BACKGROUND
The Arterial Street Resurfacing is an ongoing Capital Improvement Program (CIP) project that addresses multiple locations throughout the City over five phases. This present contract includes the following street segments:
• Oxnard Boulevard from Gonzales Road to Wagon Wheel Road • Orchard Place from Oxnard Boulevard to end of the road • Fifth Street from Oxnard Boulevard to Ventura Road
• Ventura Road from Fifth Street to Vineyard Avenue
• Saviers Road from Wooley Road to Pleasant Valley Road These road segments have reached a point in their lifecycle where preventive and/or corrective work is needed. The average Pavement Condition Index (PCI) score for these segments is 50-60 and the existing asphalt concrete pavement is in need of resurfacing. Distressed sections will receive new asphalt and ARAM (asphalt rubber aggregate membrane).

Pavement preservation in the form of microsurfacing will be applied to sections that have low to moderate distress.

Distressed median sections will be reconstructed.
1416
To ensure success, a project of this scale and complexity requires full-time field management, engineering, and inspection oversight, similar to the successful outcome of the Gonzales Road paving project. In consideration of this, the Public Works Department solicited for a professional consultant with well-documented construction management experience to provide full-time management of the construction phase of this project.

The work is tentatively scheduled to begin in May of 2026 and continue into Fall of 2026 (100 working days) absent any delays for supply chain issues, unforeseen site conditions or weather. Staff will work closely with the various Neighborhood Council members and residents directly impacted by the work to keep them informed of the project schedule. General project information will be disseminated to help keep the public informed as well. Nightwork will be required for this project on the major arterials.

Capital Improvement Project (CIP) Reference:

Project No. C2205 – Arterial Street Resurfacing - Oxnard Blvd., 5th Street, Saviers Road, & Ventura Road - PW 25-43 - CIP 2025-2029 - Adopted June 4, 2024– Page 100.

DISCUSSION
Construction Services:

The Notice Inviting Formal Bids (NIFB) for the Project was originally published on January 8, 2026, in the local newspaper. Additionally, the NIFB was posted on multiple online platforms, including the City’s website, Public Purchase, Dodge Network, Bid America, and distributed directly to 47 contractors who have registered with the City to be notified of Public Project bids within their license category. All bids were opened on February 11, 2026 and the City received the following bids:

Toro Enterprises Inc.: $9,102,475.00
Onyx Paving Company, Inc.: $9,369,000.00
Security Paving Company, Inc: $10,115,997.00
The lowest bidder was Toro Enterprises, Inc. (Toro) and its bid is responsive to the City’s NIFB. Following this determination, procurement staff reviewed all documentation received from Toro and its subcontractors. Procurement staff verified possession of required, currently valid licenses, reviewed the federal Occupational Safety and Health Administration (OSHA) website for safety violations, and verified registration with the California Department of Industrial Relations (DIR). Based upon the available information and research performed to date, staff believes that the contractor is capable of satisfactorily completing the project. Thus, staff recommends that the City Council award the contract for this Project to Toro Enterprises, Inc.

Construction Management Services:

The current and planned City staff workload is such that contracted resources are recommended to properly manage the construction phase of this project. All City project managers currently have full workloads, and their available time resources would likely be insufficient to manage the construction of this project at the level of attention it requires.

Additionally, temporary (i.e., military leave) and longer-term (i.e., recent resignation) vacancies of in-house construction project manager positions are impacting the team’s workload.

Notably, since this project involves longer-term heavy construction on larger arterial streets, minimizing the traffic and other impacts to the public takes priority. The contracted CM will be responsible for coordination and public information, as well as ensuring the construction contractor adheres to the approved traffic control plans.

The consultant is tasked with the following construction management scope:
• Coordinate with the City’s Project Manager on the Project and be the point of contact for the construction contractors.
• Develop a pre-construction meeting agenda and lead the meeting, notifying all parties prior to the meeting of its time and location.
1417
• Coordinate with the Contractor prior to mobilization and arrange a pre-construction field meeting. • Hold weekly project progress meetings, and develop their agendas. • Maintain all document management control logs of RFIs, submittals, potential change orders, etc. on a web-based document management system. Develop a digital copy of all project documentation at the end of the project and submit it to the City’s Project Manager.
• Submit and coordinate all Contractors’ submittals with the design engineer of record for approval prior to construction.
• Coordinate with the City’s Project Manager for contractor site access, security, safety, storage and work area control.
• Perform daily inspection of the entire construction process, ensuring conformance with plans and specifications, full-time when the construction contractor is on-site.
• Coordinate with the construction contractor, conduct QA/QC (Quality Assurance and Quality Control), and manage the materials testing subcontractor for scheduling. • Record all deficiency work and coordinate the required corrective work with the Contractor, if needed. • Review all contractor change order requests against the plans and specifications for entitlement. Provide a recommendation for City staff review.
• If entitlement has been recommended, review all contractor change order requests hereafter, for general accuracy and compliance with City’s General Provisions specification and industry standards regarding format, pricing and overhead percentages.
• Develop change orders for City approval and Contractor payment. • Review and process the Contractor’s pay requests.
• Review the Contractors project schedule and provide a recommendation for acceptance or required revisions. • Review As-Built / Record drawings as developed by the Contractor for accuracy and approval for submittal to design engineer.

The request for proposals (RFP) for the project was published on January 8, 2026, and was due on February 11, 2026.

The City received two proposals, and both were deemed complete and responsive. These proposals were then reviewed by three staff members, consisting of the Senior Inspector and two Project Managers, including the Project Manager assigned to the Project. Proposals were scored using the following criteria: completeness of response, qualifications, experience, education of key staff, scope of services to be provided, proposer’s experience with public agencies, and references.

After a thorough review, Filippin Engineering, Inc. (Filippin) was selected as the most qualified firm to provide construction management services for the project. This selection was based on the firm’s extensive construction management experience, including successful completion of other City projects, as well as an understanding and familiarity of the Engineering Division's needs, and dedicated local staff presence. City staff has confirmed that Filippin meets all required City contractual provisions, including possession of a City business tax certificate, insurance certificates and corporate filing with the California Secretary of State.

In addition to the construction award amount of $9,102,475.00, Staff recommends authorizing $1,820,496.00 for the project, which includes $910,248.00 for project contingency (~10% of the contract costs) and $910,248.00 for the cost of engineering services and City staff (~10% of the contract cost), which includes the cost of the Filippin contract.

Engineering services include the following activities during construction: engineering, inspection, survey, project management, and construction management (described above). These recommendations bring the total estimated cost of the project to $10,922,971.00.

STRATEGIC PRIORITIES
This agenda item supports the Organizational Effectiveness strategy. The purpose of the Organizational Effectiveness strategy is to reinforce, stabilize, improve, and strengthen the organizational foundation of the City in order to build a modern, high-functioning City government that effectively and efficiently supports the operating departments in providing high-quality services and programs for our residents and businesses.

FINANCIAL IMPACT
1418
The total cost for this Project is $10,922,971.00, which includes the construction and construction management agreements, contingency and project allocation. The Arterial Street Resurfacing (C2205) has an available project budget balance of ~$19.7M as shown below. There are sufficient budget appropriations to fund this Project.

This project will have no new cost impacts on the Streets Maintenance Division operating budget. Once completed, the project is expected to reduce the number of pothole repairs in these areas, allowing the Streets Maintenance Division to address repairs and deferred maintenance in other areas of the City.

Fund Number Fund Name Available Project Budget
101 General Fund $17,213,794
185
Road Maintenance and Rehabilitation
Program (RMRA) Fund $2,197,140
210 State and Local Grant Fund $90,989
601 Water Operating Fund $100,000
611 Wastewater Operating Fund $100,000
TOTAL AVAILABLE PROJECT BUDGET $19,701,923

COMMITTEE OUTCOME
This item did not originate in Committee as this is a capital improvement project specifically listed in the City's Capital Improvement Program budget, which was previously approved by the City Council.

Prepared by: Morgan Kessler, City Engineer

ATTACHMENTS

1. Toro Enterprises Agreement 32600375

2. Filippin Engineering Agreement

3. Project Map

4. Presentation
1419
Agreement No. 32600375
1 CONSTRUCTION CONTRACT FOR
ARTERIAL STREET RESURFACING - OXNARD BLVD., 5TH STREET,

SAVIERS ROAD, & VENTURA ROAD
SPECIFICATION NO. PW 25-43

BY AND BETWEEN

THE CITY OF OXNARD
AND TORO ENTERPRISES, INC.

THIS CONSTRUCTION CONTRACT (the “Contract”) is made and entered this ______ day of _____________, 2026 (“Effective Date”), by and between the CITY OF OXNARD, a California municipal corporation (“City”) and TORO ENTERPRISES, INC. (“Contractor”). Contractor’s license number is 710580. The City and Contractor are sometimes hereinafter referred to as a “Party” and collectively referred to as the “Parties.”
WHEREAS, the City requires construction of the ARTERIAL STREET RESURFACING - OXNARD BLVD., 5TH STREET, SAVIERS ROAD, VENTURA ROAD PROJECT as more fully described in the bid package issued by the City for SPECIFICATION NO. PW 25-43 (the “Project”); and
WHEREAS, on January 8, 2026, the City issued a Notice Inviting Bids and Contract Documents to prospective bidders for the Project. In response, Contractor submitted a Bid which the City determined to be the lowest responsive and responsible bid; and WHEREAS, Contractor is a duly organized corporation in good standing in the State of California, and represents that it has the background, knowledge, experience, expertise and resources to perform the Work and other obligations encompassed by this Contract; and WHEREAS, at its meeting held on ________________________, the Oxnard City Council duly accepted Contractor’s Bid Proposal for the Project and directed that a written agreement for the Project be entered into with Contractor; and
WHEREAS, in light of the facts set forth above and the certifications made by Contractor as part of its Bid, the City desires to retain Contractor to perform the construction Work for the Project as set forth in this Contract and in the Contract Documents, as hereinafter described.

NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND

PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS:

1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated into this Contract by this reference, as though set forth herein.
1420
Agreement No. 32600375
2 2. CONTRACT DOCUMENTS; ORDER OF PRECEDENCE
A. Contract Documents. The Contract Documents consist of the following documents, all of which are either attached hereto as exhibits or are incorporated herein by this reference.

Said Contact Documents are complementary; what is called for in one is binding as if called for in all, and together constitutes Contractor’s performance obligations:
(1) Contract and its attached Exhibits, subject to the limitations in Sections 10 and 24 with respect to Exhibit “A” (Contractor’s submitted Bid Proposal as accepted by the City); (2) Change Orders issued and approved by the City;
(3) Regulatory Permits from other agencies as may otherwise be required by law; (4) Bid Addenda issued by the City;
(5) Notice Inviting Bids and Instructions to Bidders;
(6) Plans;
(7) Special Provisions;
(8) General Provisions;
(9) SSP;
(10) Green Book;
(11) Reference Specifications;
(12) Bid Forms and attachment thereto;
(13) Performance Bond;
(14) Payment Bond.

3. CONTRACTOR’S OBLIGATIONS
A. Contractor will perform all of the Work required for the Project, as specified in the Contract Documents. Contractor must provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including all necessary labor, materials, supplies, tools, equipment, transportation, onsite facilities, and utilities, unless otherwise specified in the Contract Documents. Contractor must use its best efforts to diligently prosecute and complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents, and to the satisfaction of the Public Works Director or his/her designee (hereinafter the “Project Manager”).

B. Until the acceptance of the Work, the Contractor shall have the responsible charge and care of the Work and of the materials to be used therein, (including materials for which partial payment has been received or materials which have been furnished by the Owner), and shall bear the risk of injury, loss or damage to any part thereof by the action of the elements or from any other cause, whether arising from the execution or from the nonexecution of the Work.

C. The Contractor shall rebuild, repair, restore, and make good all injuries, losses, damages to any portion of the Work or the materials occasioned by any cause before its completion and acceptance, and shall bear the expense thereof. Where necessary to protect the Work or materials from damage, the Contractor shall, at the Contractor’s expense, provide suitable drainage and erect such temporary structures as are necessary to protect the Work or materials from damage.

D. The suspension of the Work from any cause whatever shall not relieve the Contractor of his responsibility for the Work and materials as herein specified. If ordered by the Owner’s Representative, the Contractor shall, at the Contractor’s sole cost and expense, properly 1421
Agreement No. 32600375
3 store materials which have been partially paid for by the Owner or which have been furnished by the Owner. Such storage by the Contractor shall be on behalf of the Owner, and the Owner shall, at all times, be entitled to the possession of such materials, and the Contractor shall promptly return the same to the site for the work when requested. The Contractor shall not dispose of any of the materials so stored, except with written authorization from the Owner.

E. In an emergency affecting the safety of life or property, including adjoining property, the Contractor, without special instructions or authorizations, is authorized to act at the Contractor’s discretion to prevent such threatened loss or injury, and shall so act as though instructed to do so by the Owner.

F. Notwithstanding the foregoing provisions of this article, the Contractor shall not be responsible for the cost of repairing or restoring damage to the work, which damage is determined to have been proximately caused by an Act of God, in excess of five (5) percent of the contracted amount, provided the work is built in accordance with accepted and applicable building standards and the approved Plans and Specifications.

1. “Acts of God” shall include earthquakes in excess of a magnitude of 3.5 on the Richter Scale, wildfires and tidal waves.

4. LICENSES REQUIRED
A. The Contractor shall possess a valid Class A - Contractor’s license issued by California State Contractors License Board.

B. If traffic control in a construction zone is required, it must be performed by a State of California Construction Zone Traffic Control Contractor, Specialty License Classification C-31.

C. In accordance with Section 7028.15 of the Business and Professions Code, all Contractors shall be licensed in accordance with the laws of the State of California and any Contractor or Subcontractor not so licensed is subject to the penalties imposed by such laws.

D. The Contractor will also be required to possess a City of Oxnard business license at the time of Contract award.

5. CONTRACT PRICE; PAYMENT AND RETENTION
A. As full and complete compensation for Contractor’s timely performance and completion of the Work in strict accordance with the terms and conditions of the Contract Documents, City will pay Contractor NINE MILLION ONE HUNDRED TWO THOUSAND FOUR HUNDRED SEVENTY-FIVE DOLLARS, ($9,102,475.00) (the “Contract Price”) for all of Contractor’s direct and indirect costs to perform the Work, including all labor, materials, supplies, equipment, taxes, insurance, bonds and all overhead costs, in accordance with Contractor’s Bid Proposal (attached hereto as Exhibit “A”) subject to the provisions of this Contract and the Contract Documents.

B. Procedures relating to payment and retention are set forth in the Special Provisions.

6. CONTRACT TIME; NOTICE TO PROCEED; TERM
1422
Agreement No. 32600375
4 A. Contract Time. The Work under this Agreement shall be diligently prosecuted to completion before expiration of one hundred (100) Working Days, after the issuance of the Notice to Proceed. The City will not issue a Notice to Proceed to the Contractor until this Contract, including payment and performance bonds, insurance documents, business tax certificate have been executed and/or approved by the City.

B. Notice to Proceed. No work, service, material, or equipment shall be performed or furnished under this Contract unless and until a Notice to Proceed has been given to the Contractor by the City. Contractor shall commence Work pursuant to the Contract Documents and as directed by the City in the Notice to Proceed, and diligently execute the same to completion within the Contract Time. Any Work that is done by the Contractor in advance of such time shall be considered as being done at the Contractor’s own risk and responsibility, and as a consequence will be subject to rejection.

C. Term. The Contract is effective as of the Effective Date listed, and shall remain in full force and effect until the Contractor has completed all Work pursuant to the Contract Documents, the City has accepted all Work, and the Contract Term has ended, unless the Contract has been otherwise terminated by the City.

7. DISPUTE RESOLUTION AND CLAIMS PROCEDURES
A. Public Contract Code Section 9204. For purposes of any Public Works Claims filed by a Contractor or Subcontractor (as those terms are defined in Public Contract Code Section 9204) under this Contract, the claims procedures in Public Contract Code Section 9204 (“Section 9204”) and the provisions of this Section shall apply.

1. In the event of a Section 9204 Public Works Claim, Contractor may not stop working pending resolution of the dispute, but must continue to comply with its duty to diligently prosecute the performance and timely completion of the Work during the Section 9204 process.

2. Any Public Works Claims not resolved by the Section 9204 procedures (and/or any tort claims) shall be subject to the provisions of the Government Claims Act (Government Code section 810 et seq.).

B. Public Contract Code Section 20104 et al. For purposes of any Public Works Claims of three hundred and seventy-five thousand dollars ($375,000) or less filed by a Contractor or Subcontractor (as those terms are defined in Public Contract Code Section 9204), the claims procedures in Public Contract Code Section 20104.2 and the provisions of this Section shall apply.

3. In the event of a Section 20104 Public Works Claim, Contractor may not stop working pending resolution of the dispute, but must continue to comply with its duty to diligently prosecute the performance and timely completion of the Work during the Section 20104.2 process.

4. Any Public Works Claims not resolved by the Section 20104.2 procedures (and/or any tort claims) shall be subject to the provisions of Section 20104.4 and the Government Claims Act (Government Code section 810 et seq.).

C. For disputes or claims that do not constitute Public Works Claims, City and Contractor 1423
Agreement No. 32600375
5 agree to comply with the following process:

1. Each Party shall designate a senior management or executive level representative to negotiate any dispute.

2. The representatives shall attempt, through good faith negotiations, to resolve the dispute by any means within their authority.

3. If the issue remains unresolved after ten (10) days of good faith negotiations, the Parties shall attempt to resolve the disagreement by negotiation between the legal counsel for each Party. If the above process fails, the Parties may mutually agree to engage in non-binding mediation or arbitration in which the Parties equally share the costs of any mediator or arbitrator, or may proceed with suit or other remedies, subject to the provisions of subparagraph (5) of this Subsection and other applicable provisions and laws.

4. The alternative dispute resolution process set forth herein is a material condition to Contract and must be exhausted as an administrative remedy prior to either Party initiating legal action.

5. The provisions of the Government Claims Act (Government Code section 810 et seq.) are also required prior to initiating suit against the City.

8. TERMINATION OF AGREEMENT FOR CONVENIENCE
A. The City may, by providing thirty (30) days' advance written notice to Contractor, terminate this Agreement in whole or in part, whenever the City shall determine that such termination is in the best interests of the City, or when it becomes impracticable or impossible to proceed, or because of conditions or events beyond the control of the City. Any such termination shall be effected by delivery to Contractor of a Notice of Termination for Convenience, specifying the extent to which performance of Work under this Agreement is terminated, and the date upon which such termination becomes effective. Upon such termination, the obligations of the Contractor for portions of the Work already performed shall continue.

B. Upon receipt of a Notice of Termination for Convenience, the Contractor shall, unless the notice directs otherwise, do the following:

1. Immediately discontinue the Work to the extent specified in the notice.

2. Place no further orders or subcontracts for materials, equipment, services, or facilities, except as may be necessary to complete such portion(s) of the Work that are not to be discontinued.

3. Promptly cancel, on the most favorable terms reasonably possible, all subcontracts to the extent that they relate to the performance of the discontinued portion of the Work.

4. Thereafter do only such Work as may be necessary to preserve and protect the Work already in progress and to protect materials, plants, and equipment on the Project site or in transit thereto.

C. Upon such termination, the Contractor will be paid without duplication for:

1. Work completed in accordance with the Contract Documents prior to the effective date of the Notice of Termination for Convenience;

2. Reasonable costs incurred in settlement of terminated contracts with Subcontractors, 1424
Agreement No. 32600375
6 suppliers and others; and

3. Reasonable expenses directly attributable to termination.

The Contractor shall submit a final termination settlement proposal to the City no later than ninety (90) days from the effective date of termination, unless extended in writing by the City, upon written request by the Contractor. If the Contractor fails to submit a proposal, the City may determine the amount, if any, due the Contractor as a result of the termination. The City will pay the Contractor the amount it determines is reasonable. If the Contractor disagrees with the amount determined by the City as being reasonable, the Contractor shall provide notice to the City within thirty (30) Days of receipt of payment. Any amount due shall be subject to the dispute resolution provisions set forth in the Contract Documents.

D. Contractor shall include provisions in all of its subcontracts, purchase orders, and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor under this Section 7.

9. TERMINATION FOR CONTRACTOR’S DEFAULT
A. Default. The City may terminate this Contract for Contractor’s default as set forth in this Section. The City will consider the Contractor in default of this Contract if, prior to the City’s acceptance of the Work, the Contractor:

1. becomes insolvent, assigns its assets for the benefit of its creditors, is unable to pay its debts as they become due, or is otherwise financially unable to complete the Work;

2. abandons the Work by failing to report to the Work site and diligently prosecute the Work to completion;

3. disregards written instructions from the City or materially violates provisions of the Contract Documents;

4. fails to prosecute the Work according to the schedule approved by the Engineer,

5. disregards laws or regulations of any public body having jurisdiction, or

6. commits continuous or repeated violations of regulatory or statutory safety requirements.

Notices, and other written communications regarding default between the Contractor, the City, and the Surety shall be transmitted in accordance with Section 25 (“NOTICES”) of this Contract.

B. Notice and Opportunity to Cure. The City will issue a written notice to cure the default to the Contractor and its Surety. The Contractor shall commence satisfactory corrective actions within five (5) Working Days after receipt. If the Contractor fails to commence satisfactory corrective action within five (5) Working Days after receipt of the notice to cure, or to diligently continue satisfactory and timely correction of the default thereafter, the City will consider the Contractor in default of the Contract and:

1. will terminate the Contractor’s right to perform under the Contract by issuing a written notice of termination for default to the Contractor and its Surety;

2. may use any materials, equipment, tools or other facilities furnished by the Contractor 1425
Agreement No. 32600375
7 to secure and maintain the Work site, and

3. may furnish labor, equipment, and materials the City deems necessary to secure and maintain the Job Site;
C. Remedies Cumulative. The provisions of this Section shall be in addition to all other legal rights and remedies available to the City. Termination of this Contract will not relieve the Surety of its obligation for any just claims arising out of the Work performed.

10. PREVAILING WAGE
A. Compliance with State Prevailing Wage Requirements. Pursuant to Labor Code Section 1773, the City has obtained the prevailing rate of per diem wages and the prevailing wage rate for holiday and overtime work applicable in Ventura County, California from the Director of the Department of Industrial Relations (DIR) for each craft, classification, or type of worker needed to perform the Work required under this Contract. A copy of these prevailing wage rates are on file at the City’s Finance Department/Purchasing Division and shall be made available for review to any interested party on request. In addition, a copy of the prevailing rate of per diem wages may be obtained via the internet at:
http://www.dir.ca.gov/DLSR/PWD. Contractor and all Subcontractors shall pay not less than said specified State of California rates to all workers employed by them in the execution of the Work contemplated by this Contract, including workers performing Work covered by under Labor Code Sections 1720 and 1720.9. Contractor shall be responsible for using the correct and current prevailing wage rates. Contractor shall be solely responsible for using the correct wage decision or determination and performing accordingly. An error on the part of any awarding body does not relieve the Contractor from the responsibility for payment of the correct prevailing wage.

B. Conflict. It is further expressly agreed by and between the Parties hereto that should there be any conflict between the terms of this Section 10 and the provisions of Exhibit “A”, the terms of this Section 10 shall control and nothing herein shall be considered as an acceptance of the terms of Contractor’s Submitted Bid Proposal conflicting with the requirements of this Section 10.

C. Payroll Records. Contractor must comply with the provisions of Labor Code sections 1776 and 1812 and all implementing regulations, including without limitation, those set forth in Title 8 of the California Code of Regulations, Section 16000 et seq. (hereinafter the “Regulations”), which are fully incorporated by this reference, including requirements for electronic submission of payroll records to the DIR.

1. Contractor and Subcontractor Obligations. Contractor and each Subcontractor must keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in connection with the Work. Each payroll record must contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct; and 1426
Agreement No. 32600375
8 b. Contractor or the Subcontractor has complied with the requirements of Labor Code §§ 1771, 1811, and 1815 for any Work performed by its employees on the Project.

2. Certified Record. A certified copy of an employee’s payroll record must be made available for inspection or furnished to the employee or his or her authorized representative on request, to City, to the Division of Labor Standards Enforcement, to the Division of Apprenticeship Standards of the DIR, and as further required by the Labor Code.

3. Enforcement. Upon notice of noncompliance with Labor Code § 1776, Contractor or Subcontractor has ten days in which to comply with the requirements of this section.

If Contractor or Subcontractor fails to do so within the ten-day period, Contractor or Subcontractor will forfeit a penalty of $100.00 per day, or portion a day, for each worker for whom compliance is required, until strict compliance is achieved. Upon request by the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement, these penalties will be withheld from payments then due to Contractor.

D. Apprentices. Contractor is responsible for compliance with the requirements governing employment and payment of apprentices, as set forth in Labor Code section 1777.5, which is fully incorporated by reference.

E. Notices. Pursuant to Labor Code section 1771.4, Contractor is required to post all Job Site notices, including prevailing wage rates and other notices as required by regulation.

F. Other Labor Requirements. Contractor has the responsibility for and shall comply with all other requirements of California Labor Code Section 1720 et seq., the Regulations, and all other applicable State labor laws. Contractor further acknowledges and agrees that it will be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with those laws. Contractor will require the same of all its Subcontractors.

G. Statutory Penalties. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced as follows:

1. Pursuant to Labor Code section 1775, the Contractor and any Subcontractor under it shall forfeit as a penalty to the City not more than two hundred dollars ($200.00), for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate as determined by the Director of the DIR for such work or craft in which such worker is employed for any public work done under this Contract by it or by any Subcontractor under it. The difference between such prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof, for which each worker was paid less than the prevailing wage rate, shall be paid to each worker by the Contractor.

2. The Contractor or Subcontractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Contract by the respective contractor or Subcontractor for each calendar day during which the worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of this Subsection. In awarding any contract for public work, Contractor must forfeit to City twenty-five dollars 1427
Agreement No. 32600375
9 ($25.00) per day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day.

H. DIR Monitoring. Pursuant to Labor Code § 1771.4, the Contract for this Project is subject to compliance monitoring and enforcement by the DIR.

I. DIR Registration. Pursuant to Labor Code sections 1725.5 and 1771.1, the Contractor and its Subcontractors must be registered with the DIR prior to the execution of a contract to perform public works. By entering into this Contract, Contractor represents that it is aware of the registration requirement and is currently registered with the DIR. Contractor shall maintain a current registration for the duration of the Project. Contractor shall further include the requirements of Labor Code sections 1725.5 and 1771.1 in any subcontract and ensure that all Subcontractors are registered at the time this Contract is entered into and maintain registration for the duration of the Project.

11. LIQUIDATED DAMAGES
If Contractor fails to complete the Work within the Contract Time, City will assess liquidated damages in the amount of FIVE THOUSAND TWO HUNDRED DOLLARS ($5,200) per day for each Calendar Day of unexcused delay in completion, and such liquidated damages may be deducted from City’s payments due or to become due to Contractor under this Contract.

12. COMPLIANCE WITH LAWS
Contractor shall comply with all Laws applicable to the performance of the Work required by the Contract Documents, including any rule, regulation, or bylaw governing the conduct or performance of Contractor, its employees, officers, board members, agents, independent contractors, and Subcontractors. Unless otherwise specified in the Contract Documents, all required permits and licenses, including a City business license, shall be held or obtained by the Contractor at its sole expense and prior to commencing any Work hereunder.

13. WORKERS’ COMPENSATION CERTIFICATION
Pursuant to Labor Code § 1861, by signing this Contract, Contractor certifies as follows: “I am aware of the provisions of Labor Code § 3700 which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.”

14. INSURANCE
Contractor shall procure and maintain at its own expense at all times during the period covered by this Contract (and through the one-year guarantee period following the date of City’s acceptance of the Project) the following policies of insurance as approved by the City’s Risk Manager as set forth in INS-G attached as Exhibit B to this Contract.

15. RESERVED
1428
Agreement No. 32600375
10 16. TIME OF THE ESSENCE
Time is of the essence in the performance of this Contract.

17. INDEMNIFICATION
A. Notwithstanding the limits of any insurance and to the fullest extent permitted by law, Contractor shall indemnify the City, its elected or appointed officials, officers, agents, volunteers and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (hereinafter "Claims or Liabilities") that may be asserted or claimed by any person, firm or entity arising or alleged to arise out of or in connection with the performance of the Work, operations, or activities of Contractor, its agents, employees, Subcontractors, or invitees on the Project, or arising or alleged to arise from the acts or omissions of Contractor hereunder, or arising or alleged to arise from Contractor's performance of or failure to perform any term, provision, covenant or condition of this Contract, but excluding such Claims or Liabilities or portion of such Claims or Liabilities arising or alleged to arise from the active negligence, sole negligence, or willful misconduct of the City, its elected or appointed officials, officers, agents, volunteers, or employees, and in connection therewith:

1. Contractor will defend any action or actions filed in connection with any of said Claims or Liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith;

2. Contractor will promptly pay any judgment rendered against the City, its elected or appointed officials, officers, agents, volunteers, or employees for any such claims or liabilities arising or alleged to arise out of or in connection with Contractor's (or its agents', employees', Subcontractors' or invitees') performance of or failure to perform such Work, operations or activities hereunder; and Contractor agrees to save and hold the City, its elected or appointed officials, officers, agents, volunteers and employees harmless therefrom;

3. In the event the City, its elected or appointed officials, officers, agents, volunteers, or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising or alleged to arise out of or in connection with the performance of or failure to perform the Work, operation, or activities of Contractor hereunder, Contractor shall pay to the City, its elected or appointed officials, officers, agents ,volunteers, or employees, any and all costs and expenses incurred by the City, its elected or appointed officers, officials, agents, volunteers, or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees for counsel acceptable to City;

4. Contractor's duty to defend, indemnify, and hold harmless as set out in this Section shall include any claims, liabilities, obligations, losses, demands, actions, penalties, suits, costs, expenses or damages or injury to persons or property arising or alleged to arise from, in connection with, as a consequence of, or pursuant to any state or federal law or regulation regarding hazardous substances, including but not limited to, the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA"), Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), Resource Conservation and Recovery Act of 1976 ("RCRA"), the Hazardous and Solid Waste Amendments of 1984, the Hazardous Material Transportation Act, the Toxic Substances Control Act, the Clean Air Act, the Clean Water Act, the California 1429
Agreement No. 32600375
11 Hazardous Substance Account Act, the California Hazardous Waste Control Law or the PorterCologne Water Quality Control Act, as any of those statutes may be amended from time to time.

B. City will timely notify Contractor upon receipt of any third-party claim relating to the Contract, as required by Public Contract Code § 9201. The Contractor's indemnification and defense obligations pursuant to this Section shall survive the termination of this Contract. Contractor shall require the same indemnification from all Subcontractors.

18. THIRD PARTY CLAIMS
The City shall have full authority to compromise or otherwise settle any claim relating to the Project at any time. The City shall timely notify the Contractor of the receipt of any third-party claim relating to the Project. The City shall be entitled to recover its reasonable costs incurred in providing this notice.

The Contractor shall not have any authority to compromise or otherwise settle any claim relating to the Project; any effort by the Contractor to do so shall be deemed a breach of the Contract, and the City will not participate in any such compromise or settlement. Within five (5) Calendar Days of the date that the Contractor receives any third-party claim relating to this Project, the Contractor shall provide written notice thereof and a copy of the claim to the City Attorney.

19. CONFLICTS OF INTEREST
The Contractor shall not accept any employment or representation during the Contract Term or within twelve (12) months thereafter that is or may likely make the Contractor “financially interested,” as provided in Government Code Sections 1090 and 87100, in any decisions made by the City on any matter in connection with which the Contractor has been retained pursuant to the Contract Documents.”

20. REPORTS; BOOKS AND RECORDS; AUDIT
A. Upon request by the Project Manager, Contractor shall prepare and submit reports concerning Contractor's performance of the Work required by this Contract.

B. Contractor shall keep such books and records as shall be necessary to perform the work required by this Contract and enable the Project Manager to evaluate the cost and the performance of such Work.

C. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles, and Contractor and its subcontractors shall establish and maintain a financial management system and records that properly accumulate and segregate reasonable, allowable, and allocable incurred Project costs and matching funds by line item for the Project. The Project Manager and their designee(s) shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

D. Records and supporting documents pertaining to the use of funds paid to Contractor hereunder shall be retained by Contractor and made available to the Project Manager for purposes of performing an audit for a period of five (5) years from the termination of this Contract.
1430
Agreement No. 32600375
12 21. NONDISCRIMINATORY EMPLOYMENT
A. The Contractor shall not unlawfully discriminate against any individual based on race, religion or religious creed, color, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, immigration status, citizenship or military and veteran status. The Contractor shall comply with the nondiscrimination mandates of all statutes, ordinances and regulations.

B. For every Subcontractor who will perform Work on the Project, the Contractor shall be responsible for such Subcontractor’s compliance with this Section. The Contractor shall include in the written contract between itself and each Subcontractor a copy of the provisions in this Section and a requirement that each Subcontractor shall comply with those provisions. The Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure Subcontractor’s compliance. The Contractor shall diligently take corrective action to halt or rectify any failure to comply.

22. MODIFICATIONS AND AMENDMENTS
This Contract may be modified or amended only by written Change Orders as specified in the Contract Documents or a written instrument signed by both Parties.

23. ENTIRE AGREEMENT
A. This Contract supersedes any and all prior or contemporaneous agreements, either oral or written, between the City and Contractor with respect to the subject matter of this Contract.

B. The Contract Documents contain all of the covenants and agreements between the Parties with respect to the subject matter herein, and each Party acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any Party, except those covenants and agreements in this Contract and the Contract Documents incorporated herein.

C. No agreement, statement, or promise with respect to the subject matter of the Contract Documents, which is not contained in the Contract Documents, or in a valid modification or amendment to the Contract Documents, shall be valid or binding on either Party.

24. AMBIGUITIES
This Contract is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them. Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Contract. Notwithstanding the foregoing, the Parties agree that Exhibit “A” is attached hereto for reference purposes, and to the extent there are any ambiguities, inconsistencies, or conflicts between the terms of this Contract and Exhibit “A”, the terms of this Contract shall control and nothing set forth in Exhibit “A” shall be deemed to supersede any of the provisions of this Contract. 1431
Agreement No. 32600375
13 25. NOTICES
A. Any notice to be provided pursuant to this Contract shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the Parties as follows:

TO CITY: City of Oxnard
305 W. Third Street, East Wing, Third Floor
Oxnard, CA 93030
TO CONTRACTOR: Toro Enterprises, Inc.
2101 E. Ventura Boulevard
Oxnard, CA 93036
Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.

B. Either Party, or the surety, may change its address by giving notice in writing to all other parties listed above, and thereafter notices shall be addressed and transmitted to such new address.

26. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
No officer or employee of the City shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to Contractor or to its successor(s), or for any breach of any obligation of the terms of this Contract.

27. REVIEW BY ATTORNEYS
Each Party hereto has had its attorneys review this Contract and all related documents. Each Party hereto has consulted with its attorneys and has negotiated the terms of this Contract based on such consultation.

28. BONDS
Concurrently with the execution of this Contract by the Contractor, and before the commencement of any Work, Contractor shall furnish to the City a Performance Bond, and a Payment Bond (Labor and Materials Bond) each in an amount equal to one hundred percent (100%) of the Contract Price written on the forms included in the Contract Documents. These bonds must remain in force until the later of (a) the expiration of the one-year guarantee period; or (b) one year from the date of completion of the corrective Work. Such bonds must be issued by a responsible corporate Surety, licensed and authorized to issue such bonds in the State of California.

29. CARE OF WORK
Contractor must adopt reasonable methods during the life of the Contract to furnish continuous protection to the Work, and the equipment, materials, papers, documents, plans, studies, and other components to prevent losses or damages, and will be responsible for all damages, to 1432
Agreement No. 32600375
14 persons or property, until acceptance of the Work by the City, except those losses or damages as may be caused by the City’s own negligence. The performance of the Work by Contractor or the payment of money by the City shall not relieve Contractor from any obligation to correct any incomplete, inaccurate, or defective Work (including the obligation to remedy any defective Work or materials during the one-year guarantee period after the City’s acceptance thereof) at no further cost to the City.

30. CAPTIONS AND HEADINGS
The captions and headings contained in this Contract are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.

31. OWNERSHIP OF DOCUMENTS
No portion of the Contract Documents may be used for any purpose other than construction of the Project, without prior written consent from City. Contractor is deemed to have conveyed the copyright in any designs, drawings, specifications, Shop Drawings, or other documents (in paper or electronic form) developed by Contractor for the Project, and City will retain all rights to such works, including the right to possession.

32. SUCCESSORS, HEIRS, AND ASSIGNS
Except as otherwise expressly provided herein, this Contract shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties and, likewise, shall inure to the benefit of the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties. This Contract may not be assigned or transferred by Contractor without the concurrence of the surety and express written consent of the City.

33. GENDER; PLURAL
In this Contract, unless the context clearly requires otherwise, the masculine, feminine and neuter genders and the singular and the plural shall include one another.

34. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs, or sections contained herein is declared invalid, void, or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Contract and shall not affect, impair, or invalidate any of the remaining sentences, clauses, paragraphs, or sections contained herein.

35. GOVERNING LAW
The validity of this Contract and any of its terms or provisions, as well as the rights and duties of the Parties under this Contract, shall be construed pursuant to and in accordance with California law.
1433
Agreement No. 32600375
15 36. CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in this Contract, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other Party.

37. VENUE
All proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this Contract and all proceedings involving any enforcement action related to this Contract shall be initiated and conducted in the applicable court or forum in Ventura County, California.

38. EFFECTIVENESS OF CONTRACT
This Contract shall not be binding upon the City until signed by the authorized representative(s) of Contractor, approved by the City’s Risk Manager and as to form by the City Attorney, and executed by the authorized City personnel or the Mayor.

39. REPRESENTATIONS OF PARTIES AND PERSONS EXECUTING CONTRACT Each of the Parties to this Contract hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Contract a binding obligation of each of the Parties hereto. The persons executing this Contract warrant that they are duly authorized to execute this Contract on behalf of and bind the Parties each purports to represent.

40. WAIVER
No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default under this Contract shall impair such right or remedy or be construed as a waiver. A Party's consent to or approval of any act by the other Party requiring the Party's consent or approval shall not be deemed to waive or render unnecessary the other Party's consent to or approval of any subsequent act. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Contract.

41. INDEPENDENT CONTRACTOR STATUS
Contractor is an independent contractor. All persons working for or under the direction of the Contractor are the Contractor's employees, agents, or subcontractors, and they shall not be deemed agents, servants, or employees of the City.

42. COUNTERPARTS
This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, but they shall not be effective nor enforceable unless and until it is executed with the handwritten signature or electronic signature of an authorized representative of each of the relevant Parties. Each counterpart shall be deemed to be a part of this Contract.
1434
Agreement No. 32600375
16 43. PROVISIONS REQUIRED BY LAW DEEMED INSERTED
Each and every provision of law and clause required by Law to be inserted in this Contract shall be deemed to be inserted herein and the Contract shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not currently inserted, then upon application of either Party the Contract shall forthwith be physically amended to make such insertion or correction.

44. ATTORNEY'S FEES
If either Party commences an action against the other Party, whether legal, administrative, or otherwise, arising out of or in connection with this Contract, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.
[END OF THIS PAGE – SIGNATURE PAGE FOLLOWS]
1435
Agreement No. 32600375
17 IN WITNESS WHEREOF, the Parties have entered into this Contract effective on the date as stated herein and upon signature of all Parties.

CITY OF OXNARD CONTRACTOR

 Luis Mc Arthur, Mayor1 Date Sean Castillo, Chief Executive 2 Date ☐ Purchasing Agent Officer

Jerry Hannigan, Secretary and Date
CFO
ATTEST:

Lourdes A. López, Date
City Clerk (only if Mayor signs)
APPROVED AS TO FORM:
________________________ __________
Stephen M. Fischer, Date
City Attorney (always required)

1 The City Council must authorize and the Mayor must execute any agreement over $200,000. The Purchasing Agent may execute any authorized agreement up to $200,000.
2 The City requires the following for any contract:
● For a corporation, the signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer;
● For an LLC, the signatures of at least two managers of the LLC (company directors, not lower-level managers); or ● For a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partner.

If the company has a different structure, or if the above-listed persons are not the appropriate signers, please submit to the City Attorney legallybinding documentation stating who can sign and bind your company. 1436
Agreement No. 32600375
18 EXHIBITS
Exhibit A: Contractors Bid Proposal.

Exhibit B: Form INS-G: Insurance Requirements.

Exhibit C: Iran Contracting Act Certification Form completed by Contractor.

Exhibit D: [RESERVED]
Exhibit E: [RESERVED]
Exhibit F: [RESERVED]
EXHIBIT G: Grant of Non-Exclusive Right of Entry Agreement Bonds
The corresponding exhibits and forms contained within follow. 1437

EXHIBIT A

CONTRACTORS BID PROPOSAL
1438
1439
1440
1441
1442
1443
1444
Agreement No. 32600375

EXHIBIT B
FORM INS-G: INSURANCE REQUIREMENTS

INSURANCE REQUIREMENTS FOR CONSTRUCTION PROJECTS
(WITHOUT BUILDER’S RISK REQUIREMENT)

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

2. Contractor shall, prior to performance of any services, file with the Risk Manager certificates of insurance with original endorsements effecting coverage required by this Exhibit INS-G. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on the attached forms or on other forms approved by the Risk Manager. All certificates and endorsements are to be received and approved by the Risk Manager before work commences. City reserves the right to require complete certified copies of all required insurance policies at any time. The certificates of insurance and endorsements shall be sent via email. If you have not received your request or are having difficulty with electronic upload, contact [email protected]

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

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

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

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

7. All insurance standards applicable to Contractor shall also be applicable to Contractor’s subcontractors. Contractor agrees to maintain appropriate agreements with subcontractors and to provide proper evidence of coverage upon receipt of a written request from the Risk Manager.
3/26
1445
Agreement No. 32600375

INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS Certificates of Insurance
The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance.

You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay the contract start-up date because the City’s practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number.

Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

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

INS-G.doc
1446
Agreement No. 32600375
Rev. 3/26 INS-G.doc

ACORD CERTIFICATE OF INSURANCE ISSUE DATE
(MM/DD/YY)

PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.

CODESUB-CODE COMPANIES AFFORDING INSURANCE COVERAGE

INSURED COMPANY

LETTER ASPECIFY COMPANY NAMES IN THIS SPACE

COMPANY

LETTER B

COVERAGES

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING

ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

CO
LTR

TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE

DATE (MM/DD/YY)

POLICY EXPIRATION

DATE (MM/DD/YY)
LIMITS

A GENERAL LIABILITY
[x] COMMERCIAL GENERAL LIABILITY []
CLAIMS MADE [x] OCCUR.
[x] OWNER’S & CONTRACTOR’S PROT.

GENERAL AGGREGATE $2,000,000
PRODUCTS COMP/OP AGG. $2,000,000
PERSONAL & ADV. INJURY $2,000,000
EACH OCCURRENCE $2,000,000
FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $

A AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS

GARAGE LIABILITY
COMBINED SINGLE $1,000,000
LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $

A EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA FORM
EACH OCCURRENCE $
AGGREGATE $
A WORKERS’ COMPENSATION
AND
EMPLOYERS’ LIABILITY

STATUTORY LIMITS
EACH ACCIDENT $1,000,000
DISEASE-POLICY LIMIT $1,000,000
DISEASE-EACH EMPLOYEE $1,000,000

A OTHER
Errors and omissions insurance or malpractice insurance available for the insured’s profession; if architectural, engineering or electrical work will be performed under the Contract
Minimum coverage$1,000,000
Each consultant/ $500,000
& Listed sub-consultant

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS

CERTIFICATE HOLDER
CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

CANCELLATION

SHOULD ANY OF THE ABOVE-DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE

CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.

AUTHORIZED REPRESENTATIVE
1447
Agreement No. 32600375

GENERAL LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the ACity@)

SUBMIT IN DUPLICATE
ENDORSEMENT NO. ISSUE DATE (MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE  Included in Limits
 In Addition to Limits
Telephone:  Deductible  Self-Insured Retention (check which) of $ with an Aggregate of $ applies to NAMED INSURED coverage.  Per Occurrence  Per Claim (which) APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here  in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE

GENERAL LIABILITY
 COMMERCIAL GENERAL LIABILITY
 COMPREHENSIVE GENERAL LIABILITY
 OWNERS & CONTRACTORS PROTECTIVE
 Claims Made
Retroactive Date

 Occurrence

OTHER PROVISIONS

COVERAGES
LIABILITY LIMITS IN THOUSANDS $

EACH OCCURRENCE AGGREGATE
 GENERAL
 PRODUCTS/COMPLETED OPERATIONS
 PERSONAL & ADVERTISING INJURY
 FIRE DAMAGE


CLAIMS: Underwriter=s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )

In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:

1. INSURED. The City, its officers, agents, employees and volunteers are included as insureds with regard to liability and defense of suits arising from the operations, products and activities performed by or on behalf of the named insured.

CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the City; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as respects the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured=s scheduled underlying primary coverage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it.

SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company=s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.

CANCELLATION NOTICE. With respect to the interests of the City, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days prior written notice by receipted delivery has been given to the City.

PROVISIONS REGARDING THE INSURED=S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the City, its officers, agents, employees or volunteers.

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:
a. Insurance Services Office Commercial General Liability Coverage, Aoccurrence@ form CG0001; or b. If excess, affords coverage which is at least as broad as the primary insurance form CG0001.

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER
CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

AUTHORIZED REPRESENTATIVE
 Broker/Agent  Underwriter 
I (print/type name), warrant that I have authority to
bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)
Telephone: ( ) Date Signed
Rev. 3/26 INS-G.doc
1448
Agreement No. 32600375

AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the ACity@)

SUBMIT IN DUPLICATE
ENDORSEMENT NO. ISSUE DATE (MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE  Included in Limits
 In Addition to Limits
Telephone:  Deductible  Self-Insured Retention (check which) of $ with an Aggregate of $ applies to NAMED INSURED coverage.  Per Occurrence  Per Claim (which) APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here  in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE OTHER PROVISIONS
 COMMERCIAL AUTO POLICY
 BUSINESS AUTO POLICY
 OTHER
LIMIT OF LIABILITY CLAIMS: Underwriter=s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )
$ per accident, for bodily injury and property damage.

In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:
1 INSURED. The City, its officers, agents, volunteers and employees are included as insureds with regard to liability and defense of suits arising from the operations, products and activities performed by or on behalf of the named insured.

2. CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the City; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as respects the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured=s scheduled underlying primary coverage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it.

SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company=s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.

CANCELLATION NOTICE. With respect to the interests of the City, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days prior written notice by receipted delivery has been given to the City.

PROVISIONS REGARDING THE INSURED=S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the City, its officers, agents, employees or volunteers.

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:
a. Insurance Services Office Automobile Liability Coverage, Aoccurrence” form CA0001, code (Aany auto@); or b. If excess, affords coverage which is at least as broad as the primary insurance form referenced in the preceding section (1).

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER
CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

AUTHORIZED REPRESENTATIVE
 Broker/Agent  Underwriter 
I (print/type name), warrant that I have authority to
bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)
Telephone: ( ) Date Signed
Rev. 3/26 INS-G.doc
1449

EXHIBIT C

IRAN CONTRACTING ACT CERTIFICATION
1450
Agreement No. 32600375

EXHIBIT D

RESERVED
1451
Agreement No. 32600375

EXHIBIT E

RESERVED
1452
Agreement No. 32600375

EXHIBIT F

RESERVED
1453
Agreement No. 32600375

EXHIBIT G

GRANT OF NON-EXCLUSIVE RIGHT OF ENTRY AND INDEMNIFICATION AGREEMENT BY AND BETWEEN THE CITY OF OXNARD AND _______________
THIS RIGHT OF ENTRY AND INDEMNIFICATION AGREEMENT (the “Agreement”), is made and entered into by and between the City of Oxnard, a municipal corporation located in the County of Ventura, State of California, hereinafter referred to as the “Grantor”, and _____________, a California corporation, hereinafter referred to as the “Grantee.” Grantor and Grantee are sometimes hereinafter referred to individually as “Party” and collectively referred to as the “Parties.”
RECITALS:

WHEREAS, the Grantor is the owner of certain properties located in the City of Oxnard, Assessor’s Parcel Numbers _________________, as more particularly described in Attachment A attached hereto and incorporated herein by this reference (the “Subject Properties”); and WHEREAS, _____________ is planning to secure a temporary non-exclusive right of entry on City of Oxnard property; and
WHEREAS, __________ will procure an agreement with a contractor who will utilize the Subject Properties for staging of construction equipment, materials, office trailer, vehicle parking and portable restrooms with overnight security; and
WHEREAS, in light of the benefits of the__________ and in cooperation with _______________, the Grantee is requesting the Grantor to permit the Grantee, its contractor and its representatives, servants, employees, subcontractors and other agents to enter upon the Subject Properties in order to use the Subject Properties, as well as any restoration thereto, in accordance with this Agreement; and
WHEREAS, the Grantor desires to permit the Grantee to enter upon and use the Subject Properties in accordance with the terms of this Agreement.

NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND PROMISES CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:

Section 1. GRANT OF RIGHT OF ENTRY
The Grantor hereby grants the Grantee a temporary non-exclusive right of entry upon the Subject Properties for the purpose of use for working, lay down and staging areas, including the right to locate construction trailers and construction equipment, storing equipment and materials; on the areas shaded in pink and blue on Attachment “A” attached hereto and made a part hereof, hereinafter referred to as “staging area.”
Section 2. GRANTEE’S RESPONSIBILITY
1454
Agreement No. 32600375
The Grantee shall, at its sole expense, perform, or cause to be performed, all of the services associated with installing, maintaining, operating, repairing, and removing any improvements necessary to make the Subject Properties suitable for safe use of Subject Properties, in a manner causing the least amount of interference with the Subject Properties, including, without limitation, taking reasonable precautions to assure the safety of persons and property on the Subject Properties.

The Grantee shall erect and maintain temporary fencing and gates with a locking device to enclose the areas of use, and shall remove such fencing and gates at the end of the term of this agreement.

The Grantee shall comply with all applicable laws, ordinances, and regulations pertaining to its use. Grantee is required under State and local law to re-stabilize any disturbed locations within the area of use in order to control soil erosion and sediment runoff at the conclusion of the use of the Subject Properties by Grantee.

The Grantee shall restore, replace, or repair, as applicable, any of the Grantor’s property damaged or destroyed as a result of the Grantee’s right of entry on the Subject Properties during the Term of this Agreement.

Section 3. INDEMNIFICATION
The Grantee shall indemnify, defend, and hold harmless the Grantor, and its respective officers, officials, employees, agents, representatives, and assigns from and against any and all actions, suits, proceedings, claims, demands, losses, costs, expenses, and judgments for any injury or damage of any type claimed that may involve the Grantee, its contractor and its representatives, servants, employees, subcontractors and other agents resulting from or arising out of this Agreement, except in the case of Grantor’s gross negligence or willful misconduct Section 4. COMPENSATION [Optional]
Monthly Base Rent. During the Initial Term, Grantee shall pay to Grantor as rent for the Subject Properties, the amount of ______ ($____.00) per month (the “Monthly Base Rent”), for a total amount of ____________ ($____.00) as compensation for the Right of Entry use of Subject Properties. If Grantee extends the term of the Agreement, Grantee will pay Grantor Five hundred dollars ($___.00) per month and shall continue thereafter per month or for any portion thereof.

Section 5. TERM
The Term of this Agreement shall commence on _____________ (the “Effective Date”) and shall terminate on _____ __, ____ (the “Expiration Date”).

However, if the work is not completed by the Expiration Date the right of entry shall be extended for thirty (30) calendar days after the Expiration Date of this Agreement, then Grantee’s right to enter the Subject Properties for the purpose of performing the work shall expire on that date (the “Extended Expiration Date”). A request to postpone the Expiration Date any further than the 1455
Agreement No. 32600375
Extended Expiration Date shall be accompanied by revised proposed scope of services and shall require the prior written approval of the Grantor.

Section 6. TERMINATION OR SUSPENSION
If Grantee is in violation of the terms and conditions set forth herein, this Agreement may be terminated or suspended provided Grantor provides Grantee with written notice of such violation.

Grantee shall have thirty (30) calendar days from the date of receiving said written notice of violation, to cure such violation. In the event Grantee fails to cure the violation within the time prescribed herein, Grantor has the right but not the obligation to terminate this agreement at which point Grantee shall remove all of Grantee’s or its contractors equipment materials and fencing, etc. and shall restore the Subject Properties to its original conditions.

Section 7. MODIFICATIONS AND AMENDMENTS
This Agreement may be modified or amended only by a written instrument signed by both parties.

Section 8. NOTICES
a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the parties as follows:

To the Grantor: The City of Oxnard [ATTN ] Address
To the Grantee: Contractor [ATTN] Address
b. Notices and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail. c. The parties to this Agreement may change their notification addresses from time to time upon written notice to one another.

Section 9. INSURANCE

14. INSURANCE
Grantee shall procure and maintain at its own expense at all times during the period covered by this Agreement the following policies of insurance as approved by the City’s Risk Manager as set forth in INS-G attached.

Section 10. INTERPRETATION
Any rule of construction which states that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement.
1456
Agreement No. 32600375
Section 11. WAIVER
a. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective, unless executed in writing and signed by the party making the waiver.
b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision.
c. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the remaining provisions of this Agreement.

Section 12. CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.

Section 13. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs or sections contained herein is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate any of the remaining sentences, clauses, paragraphs or sections contained herein.

Section 14. GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties under this Agreement, shall be construed pursuant to and in accordance with California law.

Section 15. RIGHTS AND REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

Section 16. MUTUAL COOPERATION
The parties hereto agree that they will each cooperate with the other, and shall provide such information and documentation as is reasonably necessary to fulfill the intent of this Agreement, and shall make diligent response to inquiries and requests for information from the other party.

Section 17. VENUE
All proceedings involving disputes over the terms, provisions, covenants or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement 1457
Agreement No. 32600375
shall be initiated and conducted in the applicable Court of competent jurisdiction in the County of Ventura, California.

Section 18. ATTORNEY'S FEES
In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorney’s fees, and any judgment or decree rendered in such a proceeding shall include an award thereof.

Section 19. AUTHORITY
The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties.

Section 20. COUNTERPARTS
This Agreement may be executed by the parties in counterparts, and when executed by each of the parties, each counterpart shall be deemed to be a part of this Agreement IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of _________________________, 2026.

GRANTOR GRANTEE
The City of Oxnard ______________________________
By: ______________________ By: ___________________________ Public Works Director ______________________________
Approved as to Form
By: ______________________
Stephen M. Fischer
City Attorney
1458
Agreement No. 32600375

ATTACHMENT A
(SUBJECT PROPERTIES) Parcel Numbers:
1459
Agreement No. 32600375
Bond No. __________

PAYMENT BOND
(LABOR AND MATERIALS)
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Oxnard (“Agency”), State of California, has awarded to Toro Enterprises, Inc., 2101 E. Ventura Boulevard, Oxnard, CA 93036 (“Principal”) (Name and address of Contractor)
a contract (the “Contract”) for the Work described as ARTERIAL STREET RESURFACING - OXNARD BLVD., 5

TH STREET, SAVIERS ROAD, & VENTURA ROAD PROJECT
SPECIFICATION NO. PW 25-43.

WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performance of any Work, to file a good and sufficient Payment Bond with the Agency to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code.

NOW, THEREFORE, we, the undersigned Principal, and

(Name and address of Surety)
a corporation organized and existing under the laws of the State of __________________ (“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, and our heirs, assignees, successors, executors and administrators are held and firmly bound, jointly and severally, unto the Agency and all Contractors, Subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of NINE

MILLION ONE HUNDRED TWO THOUSAND FOUR HUNDRED SEVENTY-FIVE DOLLARS ($9,102,475.00), this amount being not less than one hundred percent (100%) of the total Contract Price in lawful money of the United States of America, for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this Bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by Agency in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Bond.

Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its Subcontractors, or both the principal and its Subcontractors pursuant to Labor Code Section 1741, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its Subcontractors, or both the principal and its Subcontractors pursuant to Labor 1460
Agreement No. 32600375
Code Section 1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract, including all incorporated documents, shall in any manner affect its obligations on this Bond. The Surety hereby waives notice of any such change, extension, alteration, or addition. Additionally, the Surety hereby waives California Civil Code 2845 and 2849 as well as any statutes of limitation, statutes of repose and laches as they may apply to an action on this Bond.

IN WITNESS WHEREOF, this instrument has been duly executed by Principal and Surety, on the date set forth below, the name of each party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.

Dated:
“Principal”
By:

Its:
(Seal)

“Surety”
By:

Its:

By:

Its
(Seal)
Notes: This Bond must be executed and dated, all Surety signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. Date of Bond must not be before the Effective Date of the Contract. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State of California.
1461
Agreement No. 32600375
Bond No. __________

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Oxnard (“Agency”), has awarded to Toro Enterprises, Inc., 2101 E.

Ventura Boulevard, Oxnard, CA 93036 (“Principal”)
(Name and address of Contractor)
a contract (the “Contract”) for the Work described as ARTERIAL STREET RESURFACING - OXNARD BLVD., 5TH STREET, SAVIERS ROAD, & VENTURA ROAD PROJECT SPECIFICATION NO. PW 25-43.

WHEREAS, Principal is required under the terms of the Contract to furnish a Bond for the faithful performance of the Contract.

NOW, THEREFORE, we, the undersigned Principal, and

,
(Name and address of Surety)
a corporation organized and existing under the laws of the State of __________________ (“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the Agency in the penal sum of NINE MILLION ONE HUNDRED TWO THOUSAND FOUR HUNDRED SEVENTY-FIVE DOLLARS ($9,102,475.00), this amount being not less than one hundred percent (100%) of the total Contract Price in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, assignees, successors, executors and administrators, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Contract and any alteration thereof made as therein provided, on the Principal’s part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the Agency, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void one (1) year from the date of recordation of the Notice of Completion for the Project; otherwise, it shall be and remain in full force and effect.

As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by Agency in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Surety hereby waives any statutes of limitation, statutes of repose and laches as they may apply to an action on this Bond.

The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, including all incorporated documents, or of the Work to be performed thereunder or the Specifications accompanying the same shall in any way affect the Surety’s obligations under this Bond. The Surety hereby waives notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work or to the Specifications. 1462
Agreement No. 32600375
Surety hereby waives California Civil Code 2845 and 2849. The City is the principal beneficiary of this Bond and has all rights of a party hereto.

IN WITNESS WHEREOF, this instrument has been duly executed by Principal and Surety, on the date set forth below, the name of each party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.

Dated:
“Principal”
By:

Its:

(Seal)

“Surety”
By:

Its:

By:

Its
(Seal)

Notes: This Bond must be executed and dated, all Surety signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. Date of Bond must not be before the Effective Date of the Contract. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State of California.
1463
Agreement No. 32600470

PROFESSIONAL SERVICES AGREEMENT

BETWEEN
THE CITY OF OXNARD AND FILIPPIN ENGINEERING, INC.

By This Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of Filippin Engineering, Inc. (“Consultant”), and Consultant agrees to perform the Services for City as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. City and Consultant may be individually referred to as “Party” or collectively as the “Parties.”

1. [INTENTIONALLY OMITTED]

2. SUMMARY DESCRIPTION OF SERVICES. To provide construction support services including, daily/special inspection, contract administration, and managing daily project progress. The project consists of a wide range of disciplines including median replacement, overlay, ARAM, micro-surfacing, electrical, striping, signage and utility adjustment.

3. PARTIES.

City of Oxnard, a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030.

Filippin Engineering, Inc., a corporation of the State of California, located at 354 S Fairview Ave, Suite D, Goleta, CA 93117

4. TERM OF AGREEMENT: From: May 5, 2026 To: May 4, 2027 A. Time is of the essence in this Agreement
B. This Agreement does not have any options to extend.

C. [INTENTIONALLY OMITTED]
D. All Services required of Consultant under this Agreement shall be completed on or before the end of the term of the Agreement.

5. AGREEMENT AMOUNT NOT TO EXCEED: $741,634.00

6. AGREEMENT EXHIBITS. The following documents memorialized below are the only exhibits to this Agreement and are incorporated by reference as though fully set forth herein. In the event of a conflict between the Exhibits and this Agreement, the Agreement controls.