Exhibit A to Reso 2022-77 FINAL Affordable Housing DDA.docx — City Council / Housing Authority, June 6, 2022

AFFORDABLE HOUSING DISPOSITION

AND DEVELOPMENT AGREEMENT
(Mission Blvd and Palomares Street)

between

THE CITY OF POMONA
a California municipal corporation
and

NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA
ARTICLE I. DEFINITIONS; REPRESENTATIONS AND WARRANTIES; EFFECTIVE DATE 2

1.1 Definitions. 2

1.2 City Representations and Warranties. 12
ARTICLE II. PROPERTY DISPOSITION 15

2.1 Purchase and Sale. 15

2.2 Payment of Purchase Price. 15

2.3 Eminent Domain. 16

2.4 Title Approval. 16

2.5 Developer Investigations. 17

2.6 Developer to Obtain all Project Entitlements. 18

2.7 Delivery of Property Free of Occupants. 20

2.8 Project Marketing Plan. 20
ARTICLE III. ESCROW INSTRUCTIONS 21

3.1 Opening of Escrow. 21

3.2 Conditions to Close of Escrow. 21

3.3 Developer’s Escrow Deposits. 23

3.4 Authority’s Escrow Deposits. 24

3.5 Closing Procedure. 25

3.6 Close of Escrow. 26

3.7 Recordation and Distribution of Documents. 26

3.8 Escrow Closing Costs, Taxes and Title Policy Premium. 277

3.9 Escrow Cancellation Charges. 27

3.10 Escrow Cancellation. 27

3.11 Report to IRS. 28
ARTICLE IV. PROJECT DEVELOPMENT 28

4.1 Developer Covenant to Undertake Project. 28

4.2 Construction Contract; Construction Schedule 28

4.3 Construction Start and Completion of Project. 28

4.4 Compliance with Laws. 29

4.5 Schedule of Performance. 29

4.6 Developer Attendance at City Council Meetings. 29

4.7 City’s Right to Inspect Project and Property. 29

4.8 Cost of Construction. 30

4.9 Prevailing Wages. 30

4.10 Efforts to Hire Local Workers 31

4.11 Certificate of Completion. 31
ARTICLE V. DEVELOPER COVENANTS 32

5.1 Obligation to Refrain from Discrimination. 32

5.2 Form of Non-Discrimination and Non-Segregation Clauses. 33

5.3 Environmental Indemnity of the City by the Developer. 34

5.4 Insurance. 35
ARTICLE VI. PROJECT FINANCING 38

6.1 Project Financing. 38

6.2 Project Loan by City to Developer 39

6.3 Project Budget. 40

6.4 Only Permitted Exceptions. 41

6.5 City Right to Discharge Prohibited Encumbrances. 41

6.6 Rights of Lender and City Regarding Permitted Security Instruments. 41 ARTICLE VII. DEFAULTS, REMEDIES AND TERMINATION 43

7.1 Defaults - General. 43

7.2 Developer's Election re: Specific Enforcement of Agreement or Waiver of Right to Specific Performance and Limitation on Recovery of Deamages Prior to Close of Escrow. 44

7.3 Legal Actions. 45

7.4 Rights and Remedies are Cumulative. 46

7.5 Developer Indemnification of the City. 46
ARTICLE VIII. GENERAL PROVISIONS. 46

8.1 Incorporation of Recitals. 46

8.2 Restrictions on Transfers. 46

8.3 Notices, Demands and Communications Between the Parties. 47

8.4 Conflict of Interest. 49

8.5 Warranty Against Payment of Consideration for Agreement. 49

8.6 Non-liability of City, Officials and Employees. 49

8.7 Unavoidable Delay; Extension of Time of Performance. 49

8.8 Inspection of Books and Records. 50

8.9 Real Estate Commissions. 50

8.10 Binding on Successors and Assigns. 50

8.11 Entire Agreement. 50

8.12 Execution of this Agreement. 51

8.13 Survival of Indemnity Obligations. 51

8.14 Time Declared to be of the Essence. 51

8.15 Approvals. 51

8.16 Further Assurances. 51

8.17 City Approvals and Actions. 51

8.18 Investor Limited Partner Provisions. 52
Exhibit A Legal Description
Exhibit B Scope of Development
Exhibit C Schedule of Performance
Exhibit D Form of Grant Deed
Exhibit E Form of Notice of Agreement
Exhibit F Form of Official Action of Developer
Exhibit G Form of Certificate of Completion
Exhibit H Form of Regulatory Agreement
Exhibit I Form of Promissory Note – Land Loan
Exhibit J Form of Deed of Trust – Land Loan
Exhibit K Form of Promissory Note – Project Loan
Exhibit L Form of Deed of Trust – Project Loan
This AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares Street) (“Agreement”) is dated as of _______________, 202__ (“Date of Agreement”), for reference purposes only, and is entered into by and between the CITY OF POMONA, a California municipal corporation (“City”), and NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA, a California nonprofit public benefit corporation (“Developer”). The City and the Developer are sometimes referred to in this Agreement, each individually, as a “Party,” or collectively, as the “Parties.”

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

A. The City is the owner of that certain real property located at 501-595 East Mission Boulevard, Pomona (APN 8335-014-907, -910, -915, -916, -919, -920 and -921) and more specifically described in Exhibit A attached hereto and incorporated herein by this reference (“Property”) B. The Property was transferred to City pursuant to Health and Safety Code (“HSC”) Section 34176, when the City of Pomona (“City”), as the entity that authorized the creation of the dissolved Redevelopment Agency of the City of Pomona (“RDA”), elected not to retain the housing assets and functions previously performed by the RDA, and instead elected to transfer all rights, powers, assets, liabilities, duties and obligations associated with the housing activities of the RDA, excluding any amounts on deposit in the Low and Moderate Income Housing Fund, to the City, as provided in Resolution No. 2012-16 adopted on January 30, 2012.

C. HSC Section 33334.16, as modified by HSC Section 34176.1(e), sets forth the time frames by which development or initiatives consistent with development must be commenced with respect to real properties acquired by the RDA prior to February 1, 2012 and transferred to the Housing Authority to be developed for affordable housing. In accordance with that directive, Authority entertained proposals for the development of the Property for affordable housing.

D. On or about February 1, 2021, City entered into an Exclusive Negotiation Agreement with the Developer for potential development of the Property. The Developer proposed development of the Property as multi-family affordable rental housing complex.

E. To facilitate the development of the Project, Developer has proposed to finance construction of the Project through a combination of a private construction and permanent loan, a loan from the City in the amount of the Purchase Price of the Property (“Land Loan”), a fee deferral of certain development impact fees (“Project Loan”), an award to the Project of 9% Federal Low-Income Housing Tax Credits and the successful syndication thereof, a grant from the City to assist with construction from ARPA Coronavirus State and Local Fiscal Recovery Funds (“SLFRF”) (evidenced by a separate agreement between the City and the Developer), a loan from the San Gabriel Valley Regional Housing Trust, and a loan from the San Gabriel Pomona Regional Center for Developmentally Disabled Individuals, all subject to the terms and conditions contained in this Agreement.

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

TERMS AND CONDITIONS

DEFINITIONS; REPRESENTATIONS AND WARRANTIES;

EFFECTIVE DATE
Definitions.

All initially capitalized terms in this Agreement, including in the Recitals above, that are not otherwise defined in this Agreement shall have the following meanings:
“Additional Insureds” has the meaning ascribed to such term in Section 5.4. “Affiliate” means and refers to any person or entity, directly or indirectly Controlling or Controlled by or under common Control with the applicable person or entity, whether by direct or indirect ownership of equity interests, by contract or otherwise. “Agreement” means this Affordable Housing Disposition and Development Agreement (Mission Blvd and Palomares Street). “City” means the City of Pomona, a California municipal corporation. “City’s Title Notice Response” means the written response of the City to the Developer’s Title Notice, in which the City either (a) elects to cause the removal from the Preliminary Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected to in the Developer’s Title Notice, or (b) elects not to cause the removal of such objected-to items. “CEQA” means the California Environmental Quality Act, Public Resources Code Sections 21000, et seq. “Certificate of Completion” means the written certification of City that the construction of the Project has been completed in compliance with the terms and conditions of this Agreement, substantially in the form of Exhibit G attached to this Agreement. “City” means the City of Pomona, a California municipal corporation. “City Requirements” has the meaning ascribed to the term in Section 2.6.2. “Close of Escrow” or “Closing” means the recording of the Grant Deed for the Property in the official records of the Recorder of the County, and completion of each of the actions set forth in ARTICLE III by the Escrow Holder for the City to sell the Property to the Developer and the Developer to purchase the Property from the City. “Completion of Construction” when used in this Agreement means, unless otherwise indicated, the issuance of a Certificate of Completion confirming that the final certificate of occupancy for the Project, based on the plans submitted by the Developer to the City, has been issued. “Construction Financing” means one or more loans that Developer shall obtain from one or more Institutional Lenders, the proceeds of which are to be used and applied to pay the reasonable costs of obtaining such loan(s) and either: (a) pay Project Costs; or (b) pay the cost to refinance only the outstanding amount owed under a prior loan obtained by Developer to finance the amount described in subsection (a) of this Section 1.1.12 (without any other amounts). Such loan(s) shall provide for normal and customary disbursement controls for the payment of Project Costs and normal and customary fees and expenses for loan(s) of similar size and purpose. The Construction Financing is set forth in the Project Budget. “Construction Financing Documents” means the various documents and instruments made by and between Developer and one or more Institutional Lenders that evidence or perfect the Construction Financing or the security for repayment of the Construction Financing, including any associated Security Instrument. “Control” means and refers to possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by ownership of equity interests, by contract or otherwise. “Controlling” and “Controlled” mean and refer to exercising or having Control. “County” means the County of Los Angeles, California.
“Deed of Trust” means each of the Deed of Trust – Land Loan and the Deed of Trust – Project Loan made by Developer for the benefit of City in substantially the forms of Exhibit J and Exhibit L, respectively, attached to this Agreement, which pledges the Property as collateral to secure repayment of the Land Loan and of the Project Loan. “Developer” means National Community Renaissance of California, a California nonprofit public benefit corporation and its successors and assigns that are permitted by this Agreement. “Developer’s Title Notice” means a written notice from the Developer to the City indicating the Developer’s objection to specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy for the Property, describing in suitable detail the actions that the Developer reasonably believes are indicated to cure or correct each of the Developer’s objections. “Due Diligence Investigations” means the Developer’s due diligence investigations of the Property to determine the suitability of the Property for development and operation of the Project, including, without limitation, investigations of the environmental and geotechnical suitability of the Property, as deemed appropriate in the reasonable discretion of the Developer, all at the sole cost and expense of the Developer. “Due Diligence Investigation Rejection Notice” means a written notice of the Developer delivered to the City and the Escrow Holder prior to the end of the Due Diligence Period, indicating the Developer’s rejection of the condition of the Property and refusal to accept a conveyance of fee title to the Property, describing in reasonable detail the actions that the Developer reasonably believes are indicated to allow the Developer to accept the condition of the Property. “Due Diligence Period” means the date commencing on the Effective Date and ending at 5:00 p.m. on the 120th day following the Effective Date. “Effective Date” has the meaning ascribed to the term in Section 1.2.3. “ENA” means the Exclusive Negotiation Agreement dated November, 2020, by and between City and Developer. “Environmental Claims” has the meaning ascribed to the term in Section 5.3. “Environmental Laws” means all federal, state, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority regulating, relating to, or imposing liability of standards of conduct concerning any hazardous substance (as later defined), or pertaining to occupational health or industrial hygiene (and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property), occupational or environmental conditions on, under, or about the Property, as now or may at any later time be in effect, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) [42 USC Section 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (“RCRA”) [42 USC Section 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (“FWPCA”) [33 USC Section 1251 et seq.]; the Toxic Substances Control Act (“TSCA”) [15 USC Section 2601 et seq.]; the Hazardous Materials Transportation Act (“HMTA”) [49 USC Section 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USC Section 6901 et seq.] the Clean Air Act [42 USC Section 7401 et seq.]; the Safe Drinking Water Act [42 USC Section 300f et seq.]; the Solid Waste Disposal Act [42 USC Section 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USC Section 101 et seq.] the Emergency Planning and Community Right to Know Act [42 USC Section 11001 et seq.]; the Occupational Safety and Health Act [29 USC Section 655 and 657]; the California Underground Storage of Hazardous Substances Act [California Health & Safety Code Section 25288 et seq.]; the California Hazardous Substances Account Act [California Health & Safety Code Section 25300 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [California Health & Safety Code Section 24249.5 et seq.] the Porter-Cologne Water Quality Act [California Water Code Section 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use. “Environmental Matters” has the meaning ascribed to the term in Section 5.3. “Escrow” has the meaning ascribed to the term in Section 2.1. “Escrow Closing Date” means, subject to extension due to Unavoidable Delay, on or before the 5th business day following the Escrow Holder’s receipt of written confirmation from both City and Developer of the satisfaction or waiver of all conditions precedent to the Close of Escrow. “Escrow Holder” means Fidelity National Title Company, Attn: Valerie Rapp, VP, Escrow Officer, through its office located at 4400 MacArthur Blvd., Suite 200, Newport Beach, CA 92660, or such other escrow holder mutually agreed upon in writing by both City and Developer. “Escrow Opening Date” has the meaning ascribed to the term in Section 3.1. “Event of Default” has the meaning ascribed to the term in Section 7.1. “City Manager” means the City Manager of the City of Pomona or his or her designee or successor in function. “FIRPTA Affidavit” means an affidavit complying with Section 1445 of the United States Internal Revenue Code. “Governmental Agency” or “Governmental Agencies” means any and all courts, boards, agencies, commissions, offices, or authorities of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, City, or otherwise) whether now or later in existence. “Governmental Requirements” means all codes, statutes, ordinances, laws, permits, orders, and any rules and regulations promulgated thereunder of any Governmental Agency. “Grant Deed” means a deed substantially in the form of Exhibit D to this Agreement, conveying all of the City’s interest in the Property to the Developer. “Hazardous Substances” means, without implied limitation, substances defined as “hazardous substances,” “hazardous material,” “toxic substance,” “solid waste,” or “pollutant or contaminate” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601, et seq.; the TSCA; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq.; those substances listed in the United States Department of Transportation (DOT) Table [49 CFR 172.101], or by the EPA, or any successor authority, as hazardous substances [40 CFR Part 302]; and those substances defined as “hazardous waste” in Section 25117 of the California Health and Safety Code or, as “hazardous substances” in Section 25316 of the California Health and Safety Code; other substances, materials, and wastes that are, or become, regulated or classified as hazardous or toxic under federal, state, or local laws or regulations and in the regulations adopted pursuant to said laws, and shall also include asbestos, polychlorinated biphenyl, flammable explosives, radioactive material, petroleum products, and substances designated as a hazardous substance pursuant to 33 USC Section 1321 or listed pursuant to 33 USC Section 1317. Notwithstanding the foregoing, “Hazardous Substances” shall not include such products in quantities as are customarily used in the construction, maintenance, development or management of residential developments or associated buildings and grounds, or typically used in residential activities in a manner generally used in other comparable residential developments, or substances commonly ingested by a significant population living within the Project including, without limitation, alcohol, aspirin, tobacco and saccharine. “Indemnified Parties” means City and its commissions, agents, attorneys, officers, employees, and authorized representatives. “Institutional Lender” means any of the following: (a) a bank (State, Federal or foreign), trust company (in its individual or trust capacity), insurance company, credit union, savings bank (State or Federal), pension, welfare or retirement fund or system, real estate investment trust (or an umbrella partnership or other entity of which a real estate investment trust is the majority owner), Federal or State agency regularly making or guaranteeing mortgage loans, investment bank or a subsidiary of a Fortune 500 company; or (b) any person or entity that is an Affiliate of or is a combination of any one or more of the persons or entities described in subparagraph (a) of this Section; or (c) a joint powers authority the membership of which is composed of Governmental Agencies; or (d) a Governmental Agency acceptable to the City. “Land Loan” means the loan from the City to the Developer in an amount equal to $4,500,000.00, which is the appraised value established by Kinetic Valuation Group as of the Effective Date and which is equal to the Purchase Price for the Property. The Land Loan is made by City to finance Developer’s acquisition of the Property from City, and is evidenced by the Promissory Note - Land Loan in the original principal amount of the Land Loan payable to the order of City and in the form of Exhibit I to this Agreement. “Lender” means the holder of any debt, obligation and Security Instrument and its successors and assigns. “Lender’s Policy” means (a) an ALTA lender’s coverage policy of title insurance issued by the Title Company, with coverage in the full amount of the Land Loan and insuring the priority of the Deed of Trust-Land Loan held by the City which secures the Promissory Note-Land Loan to be junior only to the Deed of Trust securing the Permanent Loan and to City’s Regulatory Agreement, and (b) an ALTA lender’s coverage policy of title insurance issued by the Title Company, with coverage in the full amount of the Project Loan and insuring the priority of the Deed of Trust -Project Loan held by the City which secures the Promissory Note-Project Loan to be junior only to the monetary liens of the Deed of Trust-Land Loan, the Deed of Trust securing the Permanent Loan, and the lien of such other deeds of trust which this Agreement provides will be Senior to the Deed of Trust-Project Loan, each such Lender’s Policy containing such endorsements as the City requests. Developer will pay for both of the Lender’s Policies. “Notice of Agreement” means the notice in the form of Exhibit E to this Agreement to be recorded against the Property at the Close of Escrow to provide constructive record notice of the existence and application of this Agreement to the Property. “Parties” means, collectively, the City and the Developer. “Party” means, individually, the City or the Developer, as applicable. “PCO Statement” means a preliminary change of ownership statement provided for in California Revenue and Taxation Code Section 480.3. “Permanent Loan” means any loan that the Developer shall obtain from an Institutional Lender and Subordinate Loan Lender, the proceeds of which are to be used and applied solely to pay: (a) the reasonable costs of obtaining such loan; (b) the then current outstanding principal, interest, fees and charges under any Construction Financing; and (c) any Project Costs then unpaid. A Subordinate Loan recorded at the Close of Escrow may become a Permanent Loan if, according to its terms, it is not to be paid in full when the Construction Financing is paid off. The Permanent Loans are set forth in the Project Budget. “Permitted Exceptions” means (a) any and all items shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that the Developer accepts, pursuant to Section 2.4; (b) any exceptions from coverage under the proposed Title Policy; (c) non-delinquent property taxes and assessments; (d) this Agreement; (e) the Grant Deed; (f) the Notice of Agreement; (g) the Regulatory Agreement; (h) the Deed of Trust-Land Loan; (i) the Deed of Trust-Project Loan; (j) any Permitted Security Instrument; (k) any agreement restricting occupancy and rents of the Project required by an Institutional Lender or a Subordinate Loan Lender, if any; and (l) any other document or encumbrance expressly required to be recorded against the Property or the Project pursuant to the terms of this Agreement. “Permitted Security Instrument” means any Security Instrument that: (a) encumbers only the Property or any interest in the Property; (b) is held by a Lender that is an Institutional Lender or a Subordinate Loan Lender, subject to the jurisdiction of the courts of the State, not immune from suit and cannot elect to be immune from suit; and (c) only secures: (i) the repayment of money used to pay or reimburse Project Costs; (ii) a bona fide Permanent Loan; (iii) a bona fide Subordinate Loan; (iv) a bona fide Refinancing; or (v) a delivery assurance fee regarding a Permanent Loan that is refundable to Developer at the close of the Permanent Loan. If the City approves a loan structure for the Project where, in order to avoid triggering prevailing wages for the Project, a loan is made to Developer and then is immediately made by Developer to the Project, then a Security Instrument securing such a loan will be deemed a Permitted Security Instrument. Promptly after execution, Developer shall promptly deliver a copy of any Security Instrument to the Authority, with the Lender’s name and notice address. “Permitted Transfer” means any of the following types of Transfer by Developer, which unless otherwise provided do not require the City’s prior written approval and where, except for a Transfer described in subsections .1, .2, .3, .4, .6, .7 and .9 below, the person or entity to which such Transfer is made expressly and unconditionally assumes in a written assignment and assumption agreement between such person or entity, Developer and City that is in a form reasonably acceptable to City (as evidenced by execution of such assignment and assumption agreement by the City Manager), all obligations of Developer under this Agreement:

Any Transfer to an Institutional Lender or Subordinate Loan Lender: (a) pursuant to a Permitted Security Instrument as collateral for bona fide Construction Financing to pay all or any part of the Project Costs; or (b) pursuant to a Permitted Security Instrument as collateral for a bona fide Permanent Loan or bona fide Refinancing.

Any Transfer directly resulting from the foreclosure or deed in lieu of foreclosure of a Permitted Security Instrument as permitted under Section 6.6.7.

Any Transfer of stock or equity in a Party that does not change management or operational Control of the Project, 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.

The lease of residential apartment units in the Project consistent with the Regulatory Agreement.

The Transfer of Developer’s interest in the Property or Developer’s interest hereunder to a limited partnership, the general partner of which is Developer, a nonprofit entity affiliated with Developer, or a limited liability company of which Developer or a nonprofit entity affiliated with Developer is the manager, which limited partnership has been formed to be an entity to receive capital contributions resulting from the syndication of Tax Credits.

The Transfer and sale of limited partnership interests in Developer while the Developer is in the form of a limited partnership.

In the event that any general partner of the Developer, while the Developer is in the form of a limited partnership, is removed by the limited partner of such limited partnership for cause following default under applicable provisions of the limited partnership agreement, the Transfer of the general partner interest to a 501(c)(3) tax exempt nonprofit corporation or its Affiliate selected by the limited partner and approved by the City, which approval will not be unreasonably withheld, delayed or conditioned.

The Transfer of the Project from Developer, while the Developer is in the form of a limited partnership, to one or more of the general partners of the Developer or their Affiliates at the end of the tax credit compliance period for the Project and the grant of an option or right of first refusal to do so contained in or ancillary to the limited partnership agreement.

Any dilution of a general partner’s interest in the Developer while the Developer is in the form of a limited partnership, in accordance with the Developer’s limited partnership agreement; and The grant of any temporary or permanent easement, license or right-of-way necessary to facilitate construction of the improvements constituting the Project. “Plans and Specifications” has the meaning ascribed to the term in Section 2.6.1 “Preliminary Report” means a preliminary report issued by the Title Company in contemplation of the issuance of the Title Policy, accompanied by legible copies of all documents listed in Schedule B of the report as exceptions to coverage under the proposed Title Policy. The Parties acknowledge that they may prepare one or more Preliminary Reports for each parcel, or group of parcels, comprising the Property. In such case, all reports, notices, and objection letters which pertain to the Preliminary Report for the entirety of the Property will apply separately to each Preliminary Report associated with a parcel or a group of parcels. “Project” means the construction and development of the Property as an affordable multi-family rental housing development, including all required or associated on-site and off-site improvements, all hardscape and all landscaping, all as described generally in the Scope of Development, and all to be developed in accordance with the Plans and Specifications to be approved by the City in its reasonable discretion and with any conditions imposed by the City in its approval of the Plans and Specifications. “Project Budget” means the Project Costs and anticipated sources of funds to pay the Project Costs as set forth in the Project proforma, dated as of May, 2022 and approved by the City Manager as of the Effective Date, as may be modified from time to time pursuant to Section 6.3. “Project Commencement Date” means no later than the date 30 days after the Escrow Closing Date. “Project Completion Date” means that date by which a Certificate of Completion must be issued for the Project, as more particularly provided in the Schedule of Performance. The Project Completion Date shall be no later than the date which is no more than 30 months after the Close of Escrow, subject to Unavoidable Delay. “Project Costs” means all of the costs of acquiring the Property and developing, constructing and equipping the Project. “Project Loan” means the loan from the City to the Developer in the amount not to exceed [$755,000.00]. The Project Loan is made by the City to assist Developer to finance construction of the Project and is evidenced by the Promissory Note-Project Loan in the form of Exhibit K to this Agreement. “Promissory Note-Land Loan” and “Promissory Note-Project Loan” mean the promissory notes made by Developer in favor of City for the Land Loan and the Project Loan, respectively, in substantially the form of Exhibit I and Exhibit K to this Agreement. “Property” means that real property, and all current and future improvements thereon (including, without implied limitation, the Project), legally described in Exhibit A. “Property Transfer” means and refers to any “change in ownership,” as defined in Revenue and Taxation Code Sections 60, 61(a)-(i), 65(a) and 67, of all or any portion of the Property. “Purchase Price” means the purchase price for the Property in the amount of [$4,500,000.00]. “Qualifying Units” will have the meaning ascribed thereto in the Regulatory Agreement.

Record”, “recorded”, “recording” or “recordation” each mean and refer to recordation of the referenced document in the official records of the Recorder of the County of Los Angeles, California.

Refinancing. Any loan secured by a Permitted Security Instrument that the Developer obtains from an Institutional Lender subsequent to recordation of the Permanent Loan for a loan amount which, when combined with the then balances of all Subordinate Loans encumbering the Property, does not exceed 90% of the appraised value of the Property plus the value of Tax Credits allocated to the Project by TCAC, with said values evidenced by an appraisal or other evidence acceptable to the City. “Regulatory Agreement” means the Regulatory Agreement and Declaration of Restrictive Covenants, Conditions and Restrictions Restricting the Use of Property for Affordable Housing in substantially the form of Exhibit H attached to this Agreement, which shall be recorded against the Property at the Close of Escrow. “Schedule of Performance” means the schedule of dates to complete performance of certain critical actions by the Parties pursuant to this Agreement, attached to this Agreement as Exhibit C. “Scope of Development” means the detailed description of the Project attached to this Agreement as Exhibit B. “Security Instrument” means any security instrument, deed of trust, security deed, contract for deed, deed to secure debt, or other voluntary real property (including leasehold) security instrument(s) or agreement(s) intended to encumber the Property (including leasehold) to provide security for any obligation (including a purchase-money or other promissory note) arising from or relating to financing for the Project, as entered into, renewed, modified, consolidated, increased, decreased, amended, extended, restated, assigned (wholly or partially), collaterally assigned, or supplemented from time to time, unless and until paid, satisfied, and discharged of record. If two or more such security instruments are consolidated or restated as a single lien or held by the same Lender (as applicable), then all such security instruments so consolidated or restated shall constitute a single Security Instrument. A participation interest in a security instrument (or partial assignment of the secured loan) does not itself constitute a Security Instrument. “Senior” means, referring to multiple Security Instruments, the Security Instrument that has the greatest priority in lien of the same type. Where Senior is used as a comparative term as against any specified Security Instrument, such term refers to any Security Instrument of the same type that is prior in interest to the other specified Security Instrument. If only one Security Instrument of a particular type exists, then it shall be deemed the Senior Security Instrument of such type. “Senior Loan” has the meaning as set forth in Section 2.2.3. “State” means the State of California.
“Subordinate Loan” means any loan shown in the Project Budget or through revisions to the Project Budget approved by the City Manager pursuant to Section 6.2, and which is secured by a Permitted Security Instrument junior in lien priority to the Deed of Trust-Land Loan held by the City securing the Promissory Note-Land Loan (including, for this purpose, the Project Loan). “Tax Credit Equity” means the equity investment toward the cost of development and construction of the Project contributed to the Developer (when in the form of a limited partnership) by the Tax Credit Investor, in the amount set forth in the Project Budget. “Tax Credit Investor” means the limited partner in Developer (when in the form of a limited partnership) that provides the Tax Credit Equity for the development and construction of the Project. “Tax Credits” means an allocation from TCAC of 9% federal low income housing tax credits to finance a portion of the Project Costs, all in accordance with Section 42 of the Internal Revenue Code of 1986, as amended, all associated Internal Revenue Service regulations and all associated TCAC regulations. “TCAC” means the California Tax Credit Allocation Committee or successor in function. “TCAC Regulatory Agreement” means the extended low income housing commitment within the meaning of Internal Revenue Code Section 42(h)(6)(B) in favor of TCAC, required by TCAC to be recorded against the Property in connection with the award of Tax Credits to the Project. “Title Company” means Fidelity National Title Company, Attn: Andrew Margo, Title Officer, through its office located at 4210 Riverwalk Parkway, Suite 100, Riverside, CA 92505, or such other title company mutually agreed upon in writing by both City and Developer “Title Policy” means an ALTA owner’s standard coverage policy of title insurance issued by the Title Company, with coverage in the full amount of the Purchase Price and insuring Developer’s fee title to the Property, subject only to the Permitted Exceptions. Developer shall pay for the Title Policy. “Transfer” means any of the following:

Any assignment, conveyance, grant, hypothecation, mortgage, pledge, sale, or other transfer, whether direct or indirect, of all or any part of such property, right or obligation, or of any legal, beneficial, or equitable interest or estate in such property, right or obligation or any part of it (including the grant of any easement, or non-monetary lien or encumbrance); or Any conversion, exchange, issuance, modification, reallocation, sale, or other transfer of any direct or indirect equity interest(s) in the owner of such property, right or obligation by the holders of such equity interest(s); or Any merger, consolidation, sale, or lease of all or substantially all of the assets of the Developer or a series of such sales, assignments and the like that, in the aggregate, result in a disposition of more than a 49% interest of all or substantially all of the assets of the Developer; or Any Permitted Transfer; or Except for a Permitted Security Instrument, the recordation of any deed of trust, mortgage, lien or similar encumbrance against all or any portion of the Property or the Project. “Unavoidable Delay” means any delay that is caused in all material respects by the other Party or that is beyond the control of the City or the Developer, including delay caused by strikes, acts of God, pandemics, epidemics, declarations or proclamations of emergency by either the City, the State, or the Federal government, weather, inability to obtain labor or materials, inability to obtain governmental permits or approvals, governmental restrictions, civil commotion, fire or similar causes, but excluding circumstances subject to Section 8.7.1.

Representations and Warranties.

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

City is a California municipal corporation. City has the legal power, right and authority to enter into this Agreement, to execute the instruments and documents referenced herein, and to consummate the transactions contemplated hereby.

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

City has taken all requisite action and obtained all requisite consents for agreements or matters to which City is a party in connection with entering into this Agreement and the instruments and documents referenced herein and in connection with the consummation of the transactions contemplated hereby.

On the Effective Date, the Property is composed of and contains legally formed parcels containing a total of approximately 1.45 acres.

City is the owner of the entire right, title and interest in and to the Property.

There are no pending or, to the best of City’s knowledge, threatened claims, allegations or lawsuits of any kind that could materially and adversely affect the value of the Property or prohibit the sale thereof, nor to the best of City’s knowledge, is there any governmental investigation of any type or nature pending or threatened against or relating to the Property or the transactions contemplated hereby.

The Property has not at any time been used for the purposes of storing, manufacturing, releasing or dumping Hazardous Substances, and no underground storage tanks, pipelines or clarifiers have been or are located on or under the Property.

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

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

The Developer is a California nonprofit public benefit corporation, lawfully entitled to do business in the State of California. The Developer has the legal right, power and authority to enter into this Agreement and the instruments and documents referenced herein and to consummate the transactions contemplated hereby. The person(s) executing this Agreement and the instruments referenced herein on behalf of the Developer hereby represent and warrant that such person(s) have the power, right and authority to bind the Developer.

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

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

This Agreement is, and all agreements, instruments and documents to be executed by the Developer pursuant to this Agreement will be, duly executed by and will be valid and legally binding upon the Developer and enforceable in accordance with their respective terms, subject only to applicable bankruptcy, insolvency, reorganization, or similar laws or equitable principles affecting or limiting the rights of contracting parties generally. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in connection with the valid execution and delivery of in compliance with this Agreement by the Developer.

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

Effective Date. This Agreement is dated ___________, 202__ for reference purposes only. This Agreement shall not become effective until the date on which all of the following are true (“Effective Date”): (a) this Agreement is approved and executed by the appropriate authorities of Developer and delivered to City; (b) Developer has delivered to City a certified copy of the official action taken by all of the entities comprising the Developer approving this Agreement, substantially in the form attached to this Agreement as Exhibit F; (c) following all legally required notices and hearings, this Agreement is approved by the City Council; and (d) this Agreement is executed by the authorized representatives of City.

Exhibit List. The following is a list of the Exhibits attached to this Agreement. Each of the Exhibits is incorporated by this reference into the text of this Agreement.

Exhibit A Legal Description of Property
Exhibit B Scope of Development
Exhibit C Schedule of Performance
Exhibit D Form of Grant Deed
Exhibit E Form of Notice of Agreement
Exhibit F Form of Official Action of Developer
Exhibit G Form of Certificate of Completion
Exhibit H Form of Regulatory Agreement
Exhibit I Form of Promissory Note-Land Loan
Exhibit J Form of Deed of Trust-Land Loan
Exhibit K Form of Promissory Note-Project Loan
Exhibit L Form of Deed of Trust-Project Loan

PROPERTY DISPOSITION
Purchase and Sale.

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

Payment of Purchase Price

2.2.1 Note and Deed of Trust. The Developer shall pay the Purchase Price by depositing the fully executed and notarized, as applicable, Promissory Note-Land Loan and the Deed of Trust-Land Loan into the Escrow, at least 1 business day preceding the Escrow Closing Date.

2.2.2 Non-Recourse. The Developer will not have any direct or indirect personal liability for payment of the principal of, or interest on, the Promissory Note-Land Loan or the performance of the covenants of the Developer under the Deed of Trust-Land Loan. The sole recourse of the City with respect to the principal of, or interest on, the Promissory Note-Land Loan and defaults by Developer in the performance of its covenants under the Deed of Trust-Land Loan shall be to the Property, as described in the Deed of Trust-Land Loan.

2.2.3 Subordination. The Deed of Trust-Land Loanshall be subordinated only to a construction loan and a Permanent Loan and the Permitted Security Instruments securing each of such loans, from Institutional Lenders and in amounts which are consistent with the Project Budget (in each case, a “Senior Loan”), provided all of the proceeds of the proposed Senior Loan, less any transaction costs, must be used to provide financing for the Project. The City Manager or his/her designee on behalf of the City is authorized to execute the subordination agreement documenting such subordination without the necessity of any further action or approval, provided that the form of such subordination shall be subject to the approval of the City Manager and City Attorney.

Eminent Domain.

If any portion of the Property or any interest in any portion of the Property, becomes the subject of any eminent domain proceeding prior to Close of Escrow, other than such a proceeding by the City, including the filing of any notice of intended condemnation or proceedings in the nature of eminent domain commenced by any Governmental Agency, the City will immediately give the Developer notice of such occurrence, and the Developer will have the option, exercisable within 10 business days after receipt of such notice from the City, to either: (a) cancel the Escrow and terminate this Agreement and the Escrow, in which case the Parties and the Escrow Holder shall proceed in accordance with Section 3.10; or (b) continue with this Agreement in accordance with its terms, in which event the City will assign to the Developer any right of the City to receive any condemnation award attributable to the Property.

Title Approval.

As soon as practicable following the Effective Date, the City will obtain a Preliminary Report from Title Company and deliver a copy thereof to the Developer. Within 30 days following the Developer’s receipt of a Preliminary Report for the entire Property, the Developer will deliver the Developer’s Title Notice to the City. If the Developer fails to deliver the Developer’s Title Notice to the City within such 30-day period, the Developer will be deemed to approve the status of title to the Property. Within 20 days following receipt by the City of Developer’s Title Notice, if any, the City shall serve City’s Title Notice Response. If the City does not serve City’s Title Notice Response, if necessary, within such 20-day period, the City will be deemed to elect not to remove from the Preliminary Report any matter objected to in Developer’s Title Notice. If the City elects in City’s Title Notice Response to cause the removal of any item objected to in Developer’s Title Notice from title to the Property, the City will cause the removal of each such objectionable matter not later than the Escrow Closing Date. If the City is unwilling or unable to cause the removal of any item objected to in Developer’s Title Notice, then, within 10 days following the Developer’s receipt of City’s Title Notice Response stating that the City is unwilling or unable to remove or cause the removal of any such objected-to item, the Developer may either (a) refuse to accept the title to and conveyance of the Property, in which case the Parties will have the right, subject to Section 2.4.2, to cancel the Escrow and terminate this Agreement without liability to either Party or any other person, by delivery of a written notice of termination to the other Party and to the Escrow Holder, or (b) be deemed to waive its objection to any items set forth in Developer’s Title Notice.

If at any time prior to the Close of Escrow the Title Company issues an updated Preliminary Report containing any previously undisclosed matter affecting title to the Property, or the City becomes aware of any previously undisclosed matter affecting title to the Property following the delivery of the Developer’s Title Notice, the City must provide written notice to the Developer of such matter, together with any updated Preliminary Report related to such matter. Subject to the City’s obligations under Section 2.4.3 below, the City and the Developer will have such rights and obligations with respect to such previously undisclosed title matters as they did with respect to any title matters set forth in the original Preliminary Report as set forth in Section 2.4.

Before exercising any right a Party may have under this Section 2.4 to cancel the Escrow and terminate this Agreement, such Party must notify the non-terminating Parties in writing of its election to terminate and must, upon a non-terminating Party’s request, which must be delivered, if at all, within 3 days following its receipt of the terminating Party’s notice of election to terminate, meet and confer with the non-terminating Party for a period of 30 days. During such time, the Parties will meet as often as reasonably requested by any Party to negotiate, in good faith, methods and means by which the objectionable title matter may be eliminated or mitigated. Nothing herein will constitute an agreement, representation, or warranty by any Party that an acceptable resolution of the objectionable title matter will be achieved, nor will any Party be obligated to expend any funds or undertake any other action whatsoever with respect to such title matter unless such agreement is reduced to a writing which is approved by the Parties, in their sole and absolute discretion. If, at the end of such 30 day period, the Parties have not been able to agree on a mutually acceptable method of resolving such title matter, or if any proposed agreement is disapproved by the City Council, the Escrow will be cancelled, this Agreement shall be terminated without liability to any Party, and the Parties must proceed as provided in Section 3.10.

The City agrees not to place any matters of record against the Property (other than Permitted Exceptions and any matters arising from City’s issuance or exercise of any remedy related to any approval for the Project), prior to the Close of Escrow, without the prior written consent of Developer.

Developer Investigations.

The Developer shall have until the expiration of the Due Diligence Period to complete, at its sole expense, all of its Due Diligence Investigations with respect to the entirety of the Property. The Developer will rely solely and exclusively upon the results of its Due Diligence Investigations of the Property, including, without limitation, investigations regarding geotechnical soil conditions, compliance with applicable laws pertaining to the use of the Property by the Developer and any other matters relevant to the condition or suitability of the Property for the Project, as the Developer may deem necessary or appropriate. City makes no representation or warranty to the Developer relating to the condition of the Property or suitability of the Property for any intended use or development by the Developer. If the Developer does not timely deliver its Due Diligence Investigation Rejection Notice prior to the end of the Due Diligence Period, the Developer will be deemed to have accepted the Property in its current condition. If the condition of the Property is rejected, then either Party will have the right, subject to Section 2.5.3, to cancel the Escrow and terminate this Agreement, in its sole discretion, without liability to the other Party or any other person, by delivery of a written notice of termination to the other Party and Escrow Holder. By its failure to timely deliver its Due Diligence Investigation Rejection Notice, the Developer will accept the condition of the Property in its existing “AS IS,” “WHERE IS” and “SUBJECT TO ALL FAULTS” condition, without any liability of the City whatsoever. During the Due Diligence Period the Developer will conduct such environmental assessment(s) of the Property as the Developer deems appropriate. If such assessment(s) do not reveal the presence of any Hazardous Substances on the Property in levels that exceed applicable Governmental Requirements, then the City must promptly and at its sole cost and expense install security fencing around the Property. If such assessment(s) do reveal the presence of any Hazardous Substances on the Property in levels that exceed applicable Governmental Requirements, then the City and the Developer shall negotiate in good faith in an effort to reach agreement as to the allocation of responsibility and cost of remediation thereof.

Any Due Diligence Investigations of the Property by the Developer shall not unreasonably disrupt any then existing use or occupancy of the Property, if any, or the operations of the City. The Developer will be liable for any damage or injury to any person or property arising from the acts of the Developer, its employees, agents or representatives during the course of any Due Diligence Investigations on the Property and the Developer will indemnify, defend with counsel reasonably acceptable to the City and hold harmless the City and its elected officials, officers, directors, attorneys, contractors, agents and employees from any and all actual or alleged liens, claims, demands or liability arising from any Due Diligence Investigations by the Developer on the Property other than from discovery of existing conditions on the Property. Prior to commencing any Due Diligence Investigations on the Property, the Developer must deliver copies of policies or certificates of insurance to the City evidencing compliance by the Developer with the liability insurance requirements of Section 5.3.

Before exercising any right a Party may have under this Section 2.5 to cancel the Escrow and terminate this Agreement, such Party must notify the non-terminating Party in writing of its election to terminate and must, upon a non-terminating Party’s request, which must be delivered, if at all, within 3 days following its receipt of the terminating Party’s notice of election to terminate, meet and confer with the non-terminating Party for a period of 30 days. During such time, the Parties will meet as often as reasonably requested by any Party to negotiate, in good faith, methods and means by which the objectionable due diligence matter may be eliminated or mitigated. Nothing herein will constitute an agreement, representation, or warranty by any Party that an acceptable resolution of the objectionable due diligence matter will be achieved, nor will any Party be obligated to expend any funds or undertake any other action whatsoever with respect to such due diligence matter unless such obligation is reduced to a writing which is approved by the Parties, in their sole and absolute discretion. If, at the end of such 30-day period, the Parties have not been able to agree on a mutually acceptable method of resolving the objectionable due diligence matter, or if any proposed agreement is disapproved by the City Council, the Escrow shall be cancelled, this Agreement shall be terminated without liability to any Party, and the Parties shall proceed pursuant to Section 3.10.

Developer to Obtain all Project Entitlements.

Pursuant to the ENA, Developer has developed and presented to City staff and the City Council, for review, the following (collectively, the “Plans and Specifications”):

A proposed complete conceptual development plan for the Project on the Property that describes and depicts: (a) the location and placement of proposed buildings and (b) the architecture and elevations of the proposed buildings; Proposed zoning change or changes to the City’s General Plan, if any, necessary to accommodate the Project on the Property; The proposed unit mix, showing unit size and affordability levels, including one manager’s unit, for the Project; A proposed time schedule and cost estimates for the development of the Project on the Property; and A proposed financing plan identifying financing sources for all private and public improvements proposed for the Project The City of Pomona’s zoning, building and land use regulations (whether contained in ordinances, the City’s municipal code, conditions of approval, policies, practice or elsewhere, collectively, the “City Requirements”) will be applicable to the use and development of the Project on the Property by the Developer. The Developer acknowledges that all Plans and Specifications and any changes to the Plans and Specifications will be subject to the City Requirements. No action by the City with reference to this Agreement or any related documents shall be deemed to constitute a waiver of any City Requirements regarding the Property, the Project, the Developer, any successor-in-interest of the Developer or any successor-in-interest to the Property. No entitlement, permit or other approval from the City for development of the Project on the Property will attach to any portion of the Property or otherwise become effective to allow the Developer to develop the Project on the Property until after the Developer owns fee title to that portion of the Property to which such entitlement, permit or other approval pertains. Under no circumstances may the Developer commence construction of any portion of the Project on the Property prior to the Developer owning fee title to the Property.

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

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

Developer to Pay All Costs and Expenses. Except as may otherwise be provided in Article VI of this Agreement, the Parties agree that the City is under no obligation to provide any financial assistance to the Developer in connection with the Project. The Developer will be solely responsible for paying for the costs of all design work, construction, labor, materials, fees and permit expenses associated with the Project. The Developer must pay any and all fees pertaining to the review and approval of the Project by the City, any other Governmental Agency and utility service providers, including the costs of preparation of all required construction, planning and other documents reasonably required by a Governmental Agency pertinent to the development or operation of the Project on the Property, including, but not limited to, specifications, drawings, plans, maps, permit applications, land use applications, zoning applications, environmental review and disclosure documents and design review documents. The Developer must pay for any and all costs, including, but not limited to, the costs of design, construction, relocation and securing of permits for sewer or utility improvements and connections that may be required in development of the Project, whether located on or off of the Property. The Developer must obtain any and all necessary approvals prior to the commencement of applicable portions of construction, and the Developer must take reasonable precautions to ensure the safety and stability of surrounding properties during said construction. In accordance with this Section 2.6.5, Developer will be responsible for the payment of the costs, or immediate reimbursement to the City upon delivery of an invoice for the costs, of the following:
all fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by the Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or the negotiation of this Agreement that may be undertaken by the Developer; and all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City of any and all applications and other documents and information to be submitted to the City by the Developer pursuant to this Agreement or otherwise associated with the Project; and The Developer must obtain all entitlements, permits and other approvals for use and development of the Project on the Property from each Governmental Agency, within the time period for such actions specifically set forth in the Schedule of Performance, subject to any extensions of time authorized by this Agreement upon the occurrence of an Unavoidable Delay.

Delivery of Property Free of Occupants.

At the Close of Escrow, the City must deliver possession of the Property to Developer free and clear of occupancy by any persons and of any contractual rights created by or with the consent of the City for any person or entity (other than Developer) to use or occupy the Property.

Project Marketing Plan.

At least 45 calendar days prior to the Close of Escrow, Developer must submit to the City an affirmative fair housing marketing plan for the Project. Within 10 calendar days after the City receives such marketing plan submitted by Developer, the City will approve or disapprove such marketing plan. The marketing plan must include provisions to ensure that Developer will use commercially reasonable efforts to market the Project to eligible residents of the City of Pomona, including but not limited to (a) no later than 90 days prior to completion of construction of the Project, notifying local government and nonprofit agencies serving Low, Very-Low, 40% Households and Extremely Low Income Households (capitalized terms used in this Section 2.8 will have the meanings ascribed thereto in the Regulatory Agreement) in the City of Pomona (a list of such organizations will be provided to Developer by the City) of the availability of the Qualifying Units and requesting that these organizations assist in publicizing the availability of the Qualifying Units to their members and clients; (b) placing a sign on the Property advertising the availability of the Qualifying Units and providing contact information throughout the marketing period; and (c) advertising the availability of the Qualifying Units on social media outlets that cater to City of Pomona residents (a list of which will be provided to Developer by the City). The City’s failure to approve such marketing plan within the specified 10 calendar day period, will constitute City’s deemed approval of such marketing plan.

ESCROW INSTRUCTIONS
Opening of Escrow.

For purposes of this Agreement, the opening of Escrow will be the first date on which a fully executed copy of this Agreement is deposited with Escrow Holder (“Escrow Opening Date”) (which may be deposited with Escrow Holder by electronic transmission, if acceptable to Escrow Holder). The Developer must cause the Escrow to be opened within 5 days following the Effective Date. Escrow Holder must promptly confirm in writing to each of the Parties the escrow number assigned to this transaction and the Escrow Opening Date. This ARTICLE III will constitute the joint escrow instructions of the City and the Developer to Escrow Holder for conduct of the Escrow to complete the purchase and sale of the Property between them, as contemplated in this Agreement.

Conditions to Close of Escrow.

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

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

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

The Developer agrees, or is deemed to agree, to accept the title to and conveyance of the Property, pursuant to Section 2.4; The Developer fails to deliver a Due Diligence Investigation Rejection Notice to the City prior to the expiration of the Due Diligence Period; The Title Company is unconditionally committed to issue the Title Policy for the Property to the Developer, subject to any Permitted Exceptions; the Title Company is also unconditionally committed to issue a Lender’s Title Policy to the City, in the amount of the Land Loan, insuring the lien of the Deed of Trust–Land Loan and of the Regulatory Agreement to be in a priority position on title to the Property junior only to the lien of the deed of trust securing the Construction Financing, with such endorsements as the City may request, with Developer responsible to pay for the cost of such Lender’s Title Policy and endorsements in favor of the City; also, the Title Company is unconditionally committed to issue a second Lender’s Title Policy in favor of the City, in the amount of the Project Loan, insuring that the lien of the Deed of Trust–Project Loan is in a priority position on title to the Property junior only to the liens securing the Construction Financing, the Land Loan, and also such Subordinate Loans as the City may agree (in the exercise of its discretion and as provided in this Agreement and ancillary documents) will be Senior to the lien of the Deed of Trust–Project Loan, with such endorsements as may be requested by the City, the cost of such Lender’s Title Policy and endorsements to be paid by Developer; The Developer submits to the City evidence satisfactory to the City, in the City’s reasonable discretion, that the Developer has obtained all entitlements necessary for the development of the Property from each applicable Governmental Agency, including the City; The Developer has completed all of its material obligations required by this Agreement to be completed prior to the Close of Escrow; The Developer submits to the City the Developer’s organizational documents; The Developer submits to the City the marketing plan for the Project pursuant to Section 2.8; The Developer submits to the City a copy of the construction contract for the Project in substantially final form (with a copy of the final construction contract being delivered to the City by Close of Escrow); The Developer submits to the City copies of the Construction Financing Documents in substantially final form and the City has reviewed and approved the form of an amended and restated agreement of limited partnership for the entity established to receive the capital contributions of the Tax Credit Investor (with copies of the final instruments for both being delivered to the City through Close of Escrow); The Developer submits to the City a document evidencing a commitment from the Tax Credit Investor to Developer to provide the Tax Credit Equity; The Developer submits to the City documents evidencing a commitment from an Institutional Lender to Developer to provide the Permanent Loan; The Developer submits to the City documents evidencing a commitment from the Lender(s) of all Subordinate Loan(s), if any, to Developer to provide the Subordinate Loan(s); Developer has received any other commitments for funding to make the construction and operation of the Project financially feasible consistent with the Project Budget; The representations, warranties and covenants of the Developer set forth in Section 1.2.2 are true and correct in all material respects on the Effective Date and on the Escrow Closing Date; and The Developer deposits the items into the Escrow required by Section 3.3.

Developer’s Escrow Deposits.

Following satisfaction or waiver of each of the Developer’s conditions to Close of Escrow set forth in Section 3.2.1, the Developer shall deposit the following funds and documents into Escrow at least 1 business day prior to the Escrow Closing Date:

PCO Statement. A PCO Statement executed by an authorized representative of the Developer.

Grant Deed. The Grant Deed, executed by an authorized representative of the Developer, in recordable form.

Notice of Agreement. The Notice of Agreement executed by an authorized representative of the Developer, in recordable form, to be recorded against the Property at the Close of Escrow.

Regulatory Agreement. The Regulatory Agreement executed by an authorized representative of Developer, in recordable form, to be recorded against the Property at the Close of Escrow.

Construction Financing Security Instrument(s). Permitted Security Instrument(s) securing repayment of the Construction Financing, executed by an authorized representative of Developer, in recordable form, to be recorded against the Property at the Close of Escrow.

Notes. The Promissory Note-Land Loan and the Promissory Note-Project Loan, each signed by an authorized representative of Developer.

Deeds of Trust. The Deed of Trust-Land Loan and the Deed of Trust- Project Loan, each executed by an authorized representative of Developer, in recordable form, to be recorded against the Property at the Close of Escrow.

Subordinate Loan(s) Security Instrument(s). Permitted Security Instrument(s) securing repayment of such of the Subordinate Loan(s) closing and funding at the Close of Escrow, if any, executed by an authorized representative of Developer, in recordable form, to be recorded against the Property at the Close of Escrow.

Subordinate Loan Land Use Restriction Agreement(s). Agreement(s) restricting occupancy and rents in the Project as required by the makers of one or more of the Subordinate Loans, if any, executed by an authorized representative of Developer, in recordable form, to be recorded against the Property at the Close of Escrow.

Subordination Agreements. Subordination agreement(s) subordinating the Deed of Trust-Land Loan and Deed of Trust-Project Loan to the Permitted Security Instrument held by the Institutional Lender originating and funding the Construction Financing, in the form provided by the Institutional Lender, reasonably approved by the City and executed by an authorized representative of Developer, in recordable form, to be recorded against the Property at the Close of Escrow. For the avoidance of doubt, the Regulatory Agreement and Deed of Trust-Land Loan will be Senior to all other Permitted Security Instruments securing Subordinate Loans, including the Deed of Trust-Project Loan, and the Deed of Trust – Project Loan will have the priority established by Section 3.7 and Section 6.2.3.

Other Funds and Documents. Such documents required from Developer under the terms of this Agreement to close the Escrow, including funds required to pay all Escrow closing costs charged by the Escrow Holder in the performance of the Escrow Holder’s contractual or statutory obligations relating to the Escrow, payment of which will be the sole responsibility of Developer.

City’s Escrow Deposits.

Following satisfaction or waiver of each of the City’s conditions to Close of Escrow set forth in Section 3.2.2, the City must deposit the following documents into Escrow at least 1 business day prior to the Escrow Closing Date:

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

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

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

Regulatory Agreement. The Regulatory Agreement signed by the authorized representative(s) of the City in recordable form.

Subordination Agreements. Subordination agreement(s) subordinating the Deed of Trust-Land Loan, the Deed of Trust-Project Loan and the Regulatory Agreement in the form provided by the Institutional Lender, reasonably approved by the City and executed by the authorized representative(s) of the City, in recordable form.

Other Documents. Such other documents required from the City under the terms of this Agreement to close the Escrow or by the Escrow Holder in the performance of the Escrow Holder’s contractual or statutory obligations regarding the Escrow.

Closing Procedure.

When each of the Developer’s Escrow required deposits specified in Section 3.3 and each of the City’s Escrow required deposits specified in Section 3.4 are deposited into Escrow, Escrow Holder must request confirmation in writing from both the City and the Developer that each of their respective conditions to the Close of Escrow, as set forth in Section 3.2, are satisfied or waived. Upon Escrow Holder’s receipt of such written confirmation from both the City and the Developer, Escrow Holder will close the Escrow by doing all of the following:

Recordation of Documents. File the documents set forth in Section 3.7 with the Office of the Recorder of the County, for recordation in the order set forth in Section 3.7.

Distribution of Recorded Documents. Distribute each recorded document to the Party or person designated for such distribution in Section 3.7.

PCO Statement. File the PCO Statement with the appropriate office of the County.

FIRPTA Affidavit. File the FIRPTA Affidavit with the United States Internal Revenue Service.

Title Policy. Obtain and deliver the Title Policy to the Developer, and obtain and deliver the Lender’s Title Policy regarding the Deed of Trust-Land Loan and the Lender’s Title Policy regarding the Deed of Trust-Project Loan to the City.

Original Notes. Deliver the original Promissory Note-Land Loan and Promissory Note-Project Loan to the City.

Funds. Deliver all funds held by the Escrow Holder for the account of City to City, less any charges to the account of City pursuant to the Escrow closing statement approved by the City and the terms of this Agreement, and all other remaining funds held by the Escrow Holder for the account of Developer to Developer and less any other charges to the account of Developer pursuant to the Escrow closing statement approved by the Developer and to the terms of this Agreement.

Close of Escrow.

The Close of Escrow must occur on or before the Escrow Closing Date. The City and the Developer may mutually agree to change the Escrow Closing Date by joint written instruction to the Escrow Holder. The City Manager is authorized to agree to one or more extensions of the Escrow Closing Date on behalf of the City up to a maximum of 6 months in the aggregate, in the City Manager’s sole and absolute discretion. If for any reason the Close of Escrow has not occurred by the Escrow Closing Date, as it may have been extended, then any Party not then in default of this Agreement may cancel the Escrow and terminate this Agreement, subject to the notice and cure provisions of Section 7.1 (to the extent applicable), without liability to any other Party or any other person for such termination and cancellation, by delivering written notice of termination to the other Party and Escrow Holder and, thereafter, the Parties shall proceed pursuant to Section 3.10 if the non-terminating Party is not in default or pursuant to Section 7.1 or 7.1.4 (as applicable) if the non-terminating Party is in default. Without limiting the right of any Party to terminate this Agreement pursuant to the preceding sentence, if Escrow does not close on or before the Escrow Closing Date and if no Party has exercised its contractual right to cancel Escrow and terminate this Agreement before such time, then Escrow may close as soon as reasonably possible following the first date on which Escrow Holder is in a position to close the Escrow pursuant to the terms and conditions of this Agreement.

Recordation and Distribution of Documents.

As applicable, Escrow Holder must cause the following documents to be recorded in the official records of the Recorder of the County in the following order of priority at the Close of Escrow: (a) the Grant Deed; (b) Permitted Security Instrument(s) securing the Construction Financing; (c) the Regulatory Agreement; (d) the Notice of Agreement; (e) the Deed of Trust-Land Loan, (f) any land use restriction agreement required by the lender of any of the Subordinate Loans with principal balances larger than the Promissory Note-Project Loan, if any; (g) Permitted Security Agreement(s) and required land use restriction agreements relating to or securing any Subordinate Loans with principal balances larger than the Promissory Note-Project Loan, and if there are multiple Subordinate Loans, then the order of priority of Subordinate Loans, including the Promissory Note-Project Loan, will follow based upon the original principal balances of such Subordinate Loans, including the Deed of Trust-Project Loan, from largest to smallest unless the lender(s) of any Subordinate Loan(s) require a different recording priority among them (but for sake of clarity, not including subordinating the Deed of Trust-Project Loan to any Lender except the construction lender and the permanent loan lender); (h) the Subordination Agreements described in Sections 3.3.8 and 3.4.5; and (i) any other documents to be recorded through the Escrow upon the joint instructions of the City and the Developer. The Escrow Holder will deliver conformed copies of all documents filed for recording to the City, the Developer and any other entity or person designated in the written closing escrow instructions of the Parties to receive an original or conformed copy of each such document. Each copy of a document filed for recording shall show all recording information. The Parties intend and agree that this Section 3.7 shall establish the relative priorities of the documents to be recorded in the official records of the County through the Escrow, by providing for recordation of Senior interests prior in time to junior interests, as provided in this Section 3.7.

Escrow Closing Costs, Taxes and Title Policy Premium.

The Developer shall pay the Escrow fees and such other costs as Escrow Holder may charge for the conduct of the Escrow. Escrow Holder will notify the Developer and the City of the costs to be borne by Developer at the Close of Escrow by delivering the Escrow Holder’s estimated closing/settlement statement to both the City and the Developer at least 4 business days prior to the Escrow Closing Date. The Developer must pay the premium charged by the Title Company for the Title Policy, the premium charged for the Lender’s Title Policies in favor of the City for both the Deed of Trust-Land Loan and the Deed of Trust-Project Loan, as well as all recording fees charged as reflected in the approved closing statement, all documentary transfer taxes, all Escrow fees, and any and all other charges, fees and taxes levied by a Governmental Agency arising from the conveyance of any portion of the Property through the transaction contemplated in this Agreement.

Escrow Cancellation Charges.

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

Escrow Cancellation.

If this Agreement is terminated and the Escrow cancelled pursuant to a contractual right granted to a Party in this Agreement to terminate this Agreement and cancel the Escrow, other than due to the material default of another Party, the Parties must do each of the following:

Cancellation Instructions. The Parties will, within 3 business days of receipt of Escrow Holder’s written request, execute any reasonable Escrow cancellation instructions requested by Escrow Holder; Return of Funds and Documents. Within 10 days of receipt by the Parties of a statement of Escrow and title order cancellation charges from Escrow Holder: (a) the Developer or Escrow Holder shall return to the City any documents previously delivered by the City to the Developer or Escrow Holder, (b) the City or Escrow Holder must return to the Developer all documents previously delivered by the Developer to the City or Escrow Holder; (c) Escrow Holder shall return to the Developer any funds deposited by Developer into Escrow, less the Developer’s share of customary and reasonable Escrow and title order cancellation charges as provided in Section 3.9, if any; and (d) Escrow Holder shall return to the City any funds deposited by City into Escrow if it has already been deposited, less the City’s share of customary and reasonable Escrow and title order cancellation charges as provided in Section 3.9, if any.

Report to IRS.

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

PROJECT DEVELOPMENT
Developer Covenant to Undertake Project.

The Developer covenants for itself, its successors and assigns, to and for the benefit of the City, that the Developer will commence and complete the development of the Project on the Property within the time period for such actions set forth in the Schedule of Performance. The Developer covenants and agrees for itself, its successors, and assigns, that the Property will be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Scope of Development, the Schedule of Performance, any and all Plans and Specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and among the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the Property or the Project. The covenants of this Section 4.1 shall run with the land of the Property until released by recordation of the Certificate of Completion.

Construction Contract; Construction Schedule
. Prior to commencing construction of the Project, Developer shall provide the City with a copy of a stipulated sum-based construction contract or guaranteed maximum price construction contract between Developer and its general contractor for all of the improvements required to be constructed by Developer hereunder, certified by Developer to be a true and correct copy thereof. Developer shall obtain building permits, and commence and complete construction of the Project, by the respective times established therefor in the Schedule of Performance. For all subcontracts in excess of an amount of $200,000, the Developer must request that its general contractor attempt to obtain bids from 3 qualified contractors, copies of which bids must be provided to the City. The City will have the right, through completion of construction and upon reasonable notice, to inspect the books and records of the Developer and the general contractor pertaining to construction of the Project as reasonably required to verify and determine the reasonableness of all costs incurred during the course of construction.

Construction Start and Completion of Project.

The Developer shall commence construction of the Project no later than the Project Commencement Date, and thereafter to be completed in a good and workmanlike manner in substantial conformity with the approved Plans and Specifications and conditions for the Project approved by the City and the Schedule of Performance, subject to Unavoidable Delays. Promptly upon Completion of Construction of the Project, Developer must request that the City issue an executed Certification of Completion and if the City determines that the final Certificate of Occupancy for the Project has been issued, the City must executed and deliver a Certificate of Completion to the Developer. The Developer will, promptly upon completion of the work of improvement(s) for the Project, cause the Project to be inspected by each Governmental Agency with jurisdiction over the Project, must correct any defects and deficiencies that may be disclosed by any such inspection and must cause all occupancy certificates and other licenses, permits and authorizations necessary for the operation and occupancy of the completed Project to be promptly issued. The Developer shall do and perform all of the foregoing acts and things and cause all such occupancy certificates, licenses, and authorizations for the Project to be issued on or before the date set forth therefor in the Schedule of Performance as the completion date for the Project. After construction of the Project has commenced, the Developer shall not permit construction of the Project to cease or be suspended for a time period in excess of 30 consecutive calendar days, subject to Unavoidable Delays.

Compliance with Laws.

All work performed in connection with the development and construction of the Project shall comply with all Governmental Requirements.

Schedule of Performance.

The Schedule of Performance establishes various dates and times for the Developer and the City the conditions precedent to the Close of Escrow. The Parties agree that time is of the essence in the performance of such tasks and the satisfaction of conditions precedent, in view of the large investment of resources that all Parties recognize will be required for the Project. If Developer recognizes that the date or time for the performance of a task or the satisfaction of a condition set forth in either the text of this Agreement or in the Schedule of Performance might not be achieved, then prior to such date or time Developer must notify the City of the same and the Parties shall consider whether a modification to the text of this Agreement or to the Schedule of Performance is indicated. Any decision to approve a modification to a time or date established in either the text of this Agreement or the Schedule of Performance shall be subject to the sole discretion of the City. Any modification of a time or date for performance of a particular task or satisfaction of a particular condition that does not result in a change of more than 180 days may be approved on behalf of the City by the City Manager, in his or her reasonable discretion. A modification of a time or date for performance of a task or satisfaction of a condition (or a series of such modifications) which results in an aggregate change of more than 180 days will be subject to the approval of the City Council, in its sole and absolute discretion. If performance of a task or satisfaction of a condition in the Schedule Performance is prevented or delayed by Unavoidable Delays, the deadline for completion of such task or satisfaction of such condition will be extended on a day-for-day basis equal to the delay caused by such Unavoidable Delays.

Developer Attendance at City Council Meetings.

The Developer agrees to have one or more of its employees or consultants who are knowledgeable regarding this Agreement and the development of the Project, such that such person(s) can meaningfully respond to City questions regarding the progress of the Project, attend City Council meetings when requested to do so on not less than 10 days prior written notice by City staff.

City’s Right to Inspect Project and Property.

Officers, employees, agents and representatives of the City designated by the City Manager will have the right of reasonable access to the Property, without the payment of charges or fees, during normal construction hours during construction of the Project. Such officers, employees, agents or representatives of the City must observe safety protocols generally applicable to all visitors to the Project when on the Property. Any and all City officers, employees, agents or representatives who enter the Property must identify themselves at the construction management office when they enter the Property, and must, when on the Property, be accompanied by a representative of the Developer. The Developer must make a Developer representative available for this purpose at all times during normal construction hours, upon reasonable notice from the City. The City must indemnify and hold the Developer harmless from injury, property damage or liability arising out of the exercise by the City of the right of access to the Property provided in this Section 4.6, other than injury, property damage or liability arising from the negligence or willful misconduct of the Developer or its officers, agents or employees. If in the City’s reasonable judgment it is necessary, the City will have the further right, from time to time, to retain one or more consultants to inspect the Project and verify compliance by the Developer with the provisions of this Agreement. The Developer acknowledges and agrees that any such inspections are for the sole purpose of protecting the City’s rights under this Agreement, are made solely for the City’s benefit, and that all such inspections may be superficial and general in nature made for the purpose of informing the City of the progress of the Project and the conformity of the Project with the terms and conditions of this Agreement. As a consequence of the foregoing, Developer acknowledges and agrees that it will not be entitled to rely on any such inspection(s) as constituting an approval, satisfaction or acceptance of any materials, workmanship, conformity of the Project with this Agreement or otherwise. The Developer agrees to make its own regular inspections of the Project to determine that the quality of the Project and all other requirements of the work of construction of the Project are being performed in a manner satisfactory to the Developer. The Developer also agrees to immediately notify the City in writing should the Developer’s inspections or those of the Lender supplying the Construction Financing show any matters that will prevent the entire Project from being completed by the Project Completion Date set forth in the Schedule of Performance. Without limiting the foregoing, the Developer will permit the City upon reasonable notice to examine and copy all books and account records and other papers relating to the Property and the construction of the Project. The Developer will use commercially reasonable efforts to cause all contractors, subcontractors and materialmen to cooperate with the City to enable such examination.

Cost of Construction.

The cost and expense of completing the Project, including, without limitation, constructing all legally imposed on- and off-site improvements and providing all utilities and of applying for all required land use, construction, inspection, plan check and development impact fees imposed by the City, will be borne by Developer at its sole cost, expense and liability except as otherwise provided in this Agreement. Developer will bear all costs and expenses incurred to process and obtain all entitlements and must bear all costs and expenses (except to the extent expressly set forth otherwise in this Agreement), associated with satisfaction of any and all terms, conditions, requirements, mitigation measures and other exactions imposed on, or required in connection with, such entitlements.

Prevailing Wages.

The Developer acknowledges that the City has not made any representation, express or implied, to the Developer or any person associated with the Developer regarding whether laborers employed to construct the Project must be paid the prevailing per diem wage rate for their labor classification, pursuant to Labor Code Sections 1720, et seq. The Developer agrees with the City that the Developer will be solely responsible to determine whether construction of the Project must be done at prevailing wage rates.

The Developer, on behalf of itself, its successors, and assigns, waives and releases the City from any right of action that may be available to it pursuant to Labor Code Sections 1726 and 1781. The Developer acknowledges the protections of Civil Code Section 1542 relative to the waiver and release set forth below, which reads as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 4.9.1. _________________
Developer’s Initials
Additionally, in accordance with Section 7.5, the Developer shall indemnify, defend with counsel acceptable to the City and hold the City harmless against any claims pursuant to Labor Code Sections 1726 and 1781 arising from this Agreement or the construction or operation of the Project Efforts to Hire Local Workers. Developer must require its prime contractor and all subcontractors to make a good faith effort to hire residents of the City of Pomona for on-site jobs required for the construction of the Project, in accordance with their respective normal hiring practices. For purposes of this Agreement, “on-site jobs” means all jobs for which at least 50% of the work hours for such job requires the employee to be at the Property. The City acknowledges that the prime contractor and subcontractors will determine in their respective subjective business judgment whether any particular applicant is qualified to perform the on-site job for which such applicant has applied. In furtherance of such good faith effort, Developer or its contractors must advertise available on-site jobs in the Inland Valley Daily Bulletin and La Nueva Voz, or similar local newspapers.

Certificate of Completion.

Following the substantial Completion of Construction of the Project, and upon written request from the Developer for issuance of a Certificate of Completion for the Project, the City shall inspect the Project to determine whether or not the Project has been substantially completed in compliance with this Agreement. If the City determines that the Project is complete and in compliance with this Agreement, the City Manager will furnish the Developer with a Certificate of Completion for the Project. If the City determines that the Project is not in compliance with this Agreement, the City Manager must send written notice specifying each non-conformity to the Developer. Upon issuance by the City of the final certificate of occupancy for the Project, the City must furnish the Developer with a Certificate of Completion for the Project.

The Certificate of Completion, upon issuance, will be evidence of the City’s conclusive determination of Developer’s satisfactory substantial completion of the entirety of the Project pursuant to the terms of this Agreement.

The City will not unreasonably withhold the issuance of a Certificate of Completion. After recordation of a Certificate of Completion, any person then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Property improved with the Project will not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement regarding construction or installation of the Project except that such person will be bound by any reservations, covenants, conditions, restrictions and other interests recorded against the Property pursuant to this Agreement.

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

DEVELOPER COVENANTS
Obligation to Refrain from Discrimination.

The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessees or vendees of the Property, except only as may be necessary for Developer to comply with regulatory agreements, covenants and other agreements regulating occupancy of the Project. Subdivision (d) of Section 51 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to this Section 5.1 and to Section 5.2.1 below. The covenant of this Section 5.1 shall run with the Property and shall be enforceable against the Developer and its successors and assigns in perpetuity.

Form of Non-Discrimination and Non-Segregation Clauses.

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

The Developer and such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Property (or any portion thereof) on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person.

All deeds, leases or contracts pertaining to the Property shall contain or be subject to substantially the following non-discrimination or non-segregation covenants:

In deeds: “The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land.” In leases: “The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants lessees, sub-lessee, sub-tenants, or vendees in the premises herein leased.” In contracts: “There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sub-lessees, sub-tenants, or vendees of the premises herein transferred.” The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument.

The covenant of this Section 5.2 will run with title to the Property in perpetuity, shall be enforceable against the Developer and its successors and assigns, and shall be covenants set forth in the Grant Deed.

Environmental Indemnity of the City by the Developer.

The Developer agrees, at its sole cost and expense, to fully indemnify, protect, hold harmless, and defend (with counsel selected by the Developer and reasonably approved by the City) the City and its commissions, agents, attorneys, officers, employees, and authorized representatives (collectively, the “Indemnified Parties”) from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses, including, without limitation, attorney fees, disbursements and costs of attorneys, environmental consultants and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever (collectively, “Environmental Claims”) that may, at any time, be imposed upon, incurred or suffered by, or claimed, asserted or awarded against, the Indemnified Parties, relating to or arising from any of the following “Environmental Matters” existing or occurring during or arising from the Developer’s ownership of the Property or construction or operation of the Project:

The presence of Hazardous Substances on, in, under, from or affecting all or any portion of the Property or the Project.

The storage, holding, handling, release, threatened release, discharge, generation, leak, abatement, removal or transportation of any Hazardous Substances on, in, under, from or affecting the Property or the Project.

The violation of any law, rule, regulation, judgment, order, permit, license, agreement, covenant, restriction, requirement or the like by the Developer, its agents or contractors, relating to or governing in any way Hazardous Substances on, in, under, from or affecting the Property or the Project.

The failure of the Developer, its agents or contractors, to properly complete, obtain, submit and/or file any and all notices, permits, licenses, authorizations, covenants and the like relating to Hazardous Substances on, in, under, from or affecting the Property or the Project in connection with the Developer’s activities on the Property or regarding the Project.

The implementation and enforcement by the Developer, its agents or contractors of any monitoring, notification or other precautionary measures that may, at any time, become necessary to protect against the release, potential release or discharge of Hazardous Substances on, in, under, from or affecting the Property or the Project.

The failure of the Developer, its agents or contractors, in compliance with all applicable Environmental Laws, to lawfully remove, contain, transport or dispose of any Hazardous Substances existing, stored or generated on, in, under or from the Property or the Project.

Any investigation, inquiry, order, hearing, action or other proceeding by or before any Governmental Agency in connection with any Hazardous Substances on, in, under, from or affecting the Property or the Project or the violation of any Environmental Law relating to the Property or the Project.

The Developer shall pay to the Indemnified Parties all costs and expenses including, without limitation, reasonable attorneys’ fees and costs, incurred by the Indemnified Parties in connection with enforcement of the aforementioned environmental indemnity.

Notwithstanding anything to the contrary in this Section 5.3, Developer shall have no obligation to indemnify any of the Indemnified Parties with respect to Environmental Matters or Environmental Claims (i) relating to or arising from Hazardous Substances that were present on, in or under the Property prior to the Close of Escrow, (ii) to the extent relating to or arising from the active negligence or willful misconduct of any of the Indemnified Parties.

Insurance.

In order to protect the City and its commissions, agents, attorneys, officers, employees and authorized representatives (collectively, “Additional Insureds”) against any and all claims and liability for death, injury, loss and damage resulting from the Developer’s actions in connection with this Agreement, the Property, and the Project, the Developer shall secure and maintain the insurance coverage described in and required by this Section 5.4. The City shall not have any obligation under this Agreement until the Developer provides the required policies and/or certificates evidencing the insurance required by this Section 5.4 to the City and the City approves such evidence of insurance. The Developer shall pay any deductibles and self-insured retentions under all insurance policies issued in satisfaction of the terms of this Agreement. Developer shall retain all insurance policies as set forth in this Section 5.4 until recordation of the Certificate of Completion.

Workers’ Compensation Insurance Requirement. The Developer shall submit written proof that the Developer is insured against liability for workers’ compensation in accordance with the provisions of Section 3700 of the Labor Code. By executing this Agreement, the Developer makes the following certification, required by Section 1861 of the Labor Code:
“I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of the Agreement.” The Developer shall require each contractor and sub-contractor performing work on the Project to provide workers’ compensation coverage for all of such contractor’s or sub-contractor’s employees, unless the contractor’s or sub-contractor’s employees are covered by workers’ compensation insurance provided by the Developer. If any class of employees engaged in work or services performed in connection with the Project is not covered by Labor Code Section 3700, the Developer shall provide and/or require each contractor or sub-contractor to provide adequate workers’ compensation insurance covering such employees. Each workers’ compensation policy procured pursuant to this Section 5.4.1 shall contain a full waiver of subrogation clause in favor of the Additional Insureds.

Liability and Permanent Insurance Requirements.

The Developer shall maintain in full force and effect, from the Effective Date until the issuance of the Certificate of Completion, subject to Section 5.4.2.4, the following insurance coverage:

Commercial General Liability Insurance coverage, including, but not limited to, Premises-Operations, Contractual Liability Insurance (specifically covering all indemnity obligations of the Developer pursuant to this Agreement), Products-Completed Operations Hazards, Personal Injury (including bodily injury and death) and Property Damage for liability arising out of the construction of the Project and/or the Developer’s operations concerning the Property or the Project. The commercial general liability insurance coverage shall have minimum limits for Bodily Injury and Property Damage liability of $1,000,000 each occurrence and $2,000,000 aggregate.

Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering all owned, leased, hired and non-owned vehicles used by the Developer with minimum limits for Bodily Injury and Property Damage of $1,000,000 combined single limit. Such insurance may be provided by a business or commercial vehicle policy.

If the Developer hires a consultant to provide design services, such as architectural or engineering services in connection with the Project, or any portion of the Project, the Developer shall require each such consultant to provide Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, the performance of such design services, with limits of not less than $1,000,000.

Upon Completion of Construction of the Project or any completed portion thereof, the Developer shall maintain Fire and Extended Coverage Insurance, excluding earthquake coverage, on the Project on a blanket basis or with an agreed amount clause in amounts not less than 100% of the replacement value of the Project or portion thereof.

During the construction of the Project, the Developer shall require that its general contractor and each major sub-contractor performing work on the Project maintain the following insurance coverage, as specified below, at all times during the performance of said work, or the Developer must provide for such contractor’s “wrap” coverage, as specified below, at all times during the performance of said work:

The Developer will maintain Builder’s Risk Insurance to be written on an All Risk Completed Value form, in an aggregate amount equal to 100% of the completed insurable value of the Project or portion of the Project on which such contractor is performing work.

Each general contractor and each major sub-contractor shall maintain Commercial General Liability Insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate to protect the Developer during the construction of the Project from claims involving bodily injury and/or death and damage to the property of others.

Each general contractor and each major sub-contractor will maintain Automobile Liability Insurance against claims of personal injury (including bodily injury and death) and property damage covering all owned, leased, hired and non-owned vehicles used in the performance of the contractor’s obligations with minimum limits for bodily injury and property damage of $1,000,000 each occurrence and $2,000,000 aggregate. Such coverage may be provided with a combination of commercial automobile liability insurance and an excess or umbrella liability policy. Such automobile liability insurance may be provided by a business or commercial vehicle policy.

The insurance required in Section 5.4.2.1 and Section 5.4.2.2 above shall include endorsements naming the Additional Insureds as additional insured for liability arising out of this Agreement and any operation related to this Agreement.

Any insurance coverage required under this Agreement, with the exception of the Professional Liability (Errors and Omissions) Insurance referenced in Section 5.4.2.1.3 above, shall be written on an “occurrence” basis. The requirements of this Section 5.4.2.4 will survive any expiration or termination of this Agreement and the recordation of the Grant Deed and any Certificate of Completion.

Receipt by the City of evidence of insurance that does not comply with the above requirements shall not constitute a waiver of the insurance requirements of this Agreement.

Subject to Section 5.4.2.4, all of the insurance coverage required under this Section 5.4 shall be maintained by the Developer or its contractors, as required by the terms of this Agreement, until the issuance of the Certificate of Completion and shall not be reduced, modified, or canceled without at least 30 days prior written notice to the Developer. The Developer shall immediately obtain replacement coverage for any required insurance policy that is terminated, canceled, non-renewed, or whose policy limits are exhausted or upon insolvency of the insurer that issued the policy.

All insurance to be obtained and maintained by the Developer under this Section 5.4 shall be issued by a company or companies listed in the then current “Best’s Key Rating Guide” publication with a minimum of an “A:VII” rating and be admitted to conduct business in the State of California.

The City will not accept self-insurance in satisfaction of the insurance requirements of this Section 5.4.

All insurance obtained and maintained by the Developer in satisfaction of the requirements of this Agreement shall be primary to and not contributing to any insurance maintained by the Additional Insureds.

Insurance coverage in the minimum amounts set forth in this Section 5.4 shall not be construed to relieve the Developer of any liability, whether within, outside, or in excess of such coverage and regardless of solvency or insolvency of the insurer that issues the coverage, nor shall it preclude the Additional Insureds from taking such other actions as are available to them under any other provision of this Agreement or otherwise at law.

Failure by the Developer to maintain all insurance coverage required by this Section 5.4 in effect shall be an Event of Default by the Developer. The City, at its sole option, may exercise any remedy available to it in connection with such an Event of Default. Alternatively, the City may, at its sole option, purchase any such required insurance coverage and the City will be entitled to immediate payment from the Developer for any premiums and associated costs paid by the City for such insurance coverage. Any election by the City to purchase or not to purchase insurance otherwise required to be carried by the Developer shall not relieve the Developer of its obligation to obtain and maintain the insurance coverage required by this Agreement.

PROJECT FINANCING
Project Financing.

Developer shall finance the development of the Project in accordance with the Project Budget. Further, City and Developer agree that the financing of the Project shall comply with all of the following:

Tax Credit Financing. To provide funds for the development and construction of the Project, Developer shall in good faith apply for and obtain an allocation of Tax Credits to finance a portion of the Project Costs. Developer shall use commercially reasonably efforts to submit an application for an allocation of 9% Tax Credits by the first competitive 9% application funding round deadline following the Effective Date in which such an application can reasonably be submitted. If Developer does not receive an allocation of Tax Credits as a result of such application, the Developer agrees to use commercially reasonably efforts to submit an application for an allocation of Tax Credits for the next available competitive 9% application funding round of TCAC’s allocation meetings. If Developer does not receive an allocation of Tax Credits as a result of such second application, the Parties agree to meet and confer in good faith for a period of 90 days to determine if a feasible and mutually acceptable alternate arrangement can be made to finance development and construction of the Project, or if there are changes that could be made to the application to enhance the likelihood of an award of 9% Tax Credits for the Project. Following such meet and confer period, unless the parties have agreed to an alternative arrangement to finance the Project, Developer agrees to use commercially reasonably efforts to submit an application for an allocation of 9% Tax Credits for the next successive round of TCAC’s allocation meetings. If Developer does not receive an allocation Tax Credits as a result of such third application, Developer agrees to use commercially reasonably efforts to submit an application for an allocation of 9% Tax Credits in the next two consecutive rounds of TCAC’s allocation meetings. If Developer does not receive an allocation of Tax Credits as a result of all five rounds of applications, the Parties agree to meet and confer in good faith for a period of 90 days to determine if a feasible and mutually acceptable alternate arrangement can be made to finance development and construction of the Project. If no agreement is reached by the Parties within such 90-day period regarding the alternative courses of action described in the preceding sentence, this Agreement may be terminated upon 15 days’ written notice by one Party to the other Party. Any agreement that is reached between the Parties on an alternative financing plan for the Project must be memorialized in an implementation agreement to this Agreement. Except if such failure is a result of an Unavoidable Delay, if Developer fails to make the required applications to TCAC, then the City or the Developer may terminate this Agreement upon 15 days’ written notice to the other Party. Failure of Developer to receive an award of 9% Tax Credits will not constitute an Event of Default under the terms of this Agreement, unless due to the intentional misconduct of Developer.

Permanent Loan. Prior to the Close of Escrow, Developer shall obtain for the City’s review and approval, which may be withheld or conditioned in City’s reasonable discretion and which shall not be unreasonably delayed, a conditional forward loan commitment for each Permanent Loan.

Project Loan by City to Developer.

Project Loan. In accordance with and subject to all of the terms, conditions and covenants of this Agreement, the City agrees to make the Project Loan in the amount of [$755,000] to or for the benefit of the account of Developer in accordance with the provisions of this Agreement. The principal balance of the Project Loan represents impact fees for the Project which would otherwise have been payable by Developer to the City in accordance with applicable provisions of City ordinances, but which the City has agreed to defer and be payable as part of the Project Loan, Developer’s obligation to make payments under the Promissory Note-Project Loan is limited to the extent of the City’s pro rata share of residual receipts produced by operation of the Project, as all of such terms are defined more specifically in the Promissory Note-Project Loan.

Term of Repayment of Project Loan. The term of the Promissory Note-Project Loan will be 55 years from the date that the Permanent Loan is funded and either a Conversion event has occurred if a portion of the construction loan remains as the Permanent Loan or, alternatively, when the Permitted Security Agreement for the Permanent Loan is recorded. All amounts advanced under the Promissory Note-Project Loan will bear simple, non-compounded interest at a fixed rate of 3% per annum from the date advanced until the date paid.

Priority of Project Loan. The Deed of Trust-Project Loan will be junior in priority of payment to the Promissory Note-Land Loan and may also, if other Subordinate Loans approved by the City require, may be junior in priority to the Permitted Security Instruments securing other such Subordinate Loans. However, if a Subordinate Loan Lender does not require that its loan and the Permitted Security Instrument securing its Subordinate Loan be Senior in priority, then the repayment of the Promissory Note-Project Loan and the Deed of Trust-Project Loan shall be Senior to such Subordinate Loan(s).

Project Budget.

By its execution of this Agreement, the City has given its approval to the Project Budget. While the Project Budget has been prepared based on the best, good faith estimate of Developer of the costs which are likely to be incurred for the Project, the Parties recognize that events and circumstances not currently contemplated, some of which are outside of the control of the Developer, could result in changes in the Project Costs, necessitating changes in the Project Budget. By way of illustration, the Parties recognize that Project Costs, now based on best-information estimates, will change at such time as the Developer is able to solicit bids from contractors and subcontractors based on actual, approved Plans and Specifications for construction of the Project. Project Costs may also change given the availability or lack of availability of construction materials, cost increases for labor or materials, or change in fees and interest rates, none of which may be final until close to the time of the Close of Escrow. To the extent that Developer is required to make any material changes to the Project Budget, Developer must promptly submit a revised Project Budget to the City Manager for review and approval, which review and approval shall not be unreasonably withheld, conditioned or delayed, as to the sufficiency of the financing secured by Developer to meet the revised Project Costs. A material change is a change or cumulative changes that causes the total Project Costs, or any line item in the Project Budget with a cost exceeding $50,000, to increase or decrease by more than 10% from what is shown in the Project Budget.

Only Permitted Exceptions.

Developer shall not record and shall not allow to be recorded against the Property any Security Instrument, lien or other encumbrance that is not a Permitted Exception. Developer shall remove or cause to be removed, any non-Permitted Exception made or recorded against the Property or must assure the complete satisfaction of any such non-Permitted Exception to the satisfaction of the City, in the City’s sole and absolute discretion, or provide title insurance in form and substance reasonably acceptable to the City issued by the Title Company, insuring the priority of the Deed of Trust-Land Loan and, if applicable, the Deed of Trust-Project Loan as superior to such lien, with such title insurance being in the minimum amount of 125% of the outstanding principal and interest under the Land Loan or the Project Loan, as applicable, or provide other security acceptable to the City, or a statutory bond resulting in removal of such lien. The covenants of Developer set forth in this Section regarding recordation of encumbrances on the Property shall run with title to the Property and bind successive owners of the Property until recordation (or deemed issuance) of the Certificate of Completion for the Project.

City Right to Discharge Prohibited Encumbrances.

After 60 calendar days’ notice to Developer of a non-Permitted Exception and provided that Developer has not caused such non-Permitted Exception to be removed, insured, indemnified against or bonded against pursuant to Section 6.4, the City will have the right, but not the obligation, to satisfy or remove any non-Permitted Exception against the Property or the Project and receive reimbursement from Developer for any reasonable amounts paid or incurred in satisfying or removing any such non-Permitted Exception, upon demand. Any reasonable amount expended by the City to discharge a non-Permitted Exception that is not reimbursed to the City by Developer within 30 calendar days following written demand for payment from the City will accrue interest at an annual rate equal to the lesser of 8% per annum or the maximum rate of interest allowed by law under the circumstances, until paid in full. Nothing in this Section 6.5, though, will require Developer to pay or make provisions for the payment of any tax, assessment, lien or charge of which Developer is in the process of contesting the validity or amount, in good faith, and so long as such contest will not subject all or any portion of the Property to forfeiture or sale.

Rights of Lender and City Regarding Permitted Security Instruments; Notice of Liens. The Developer will promptly notify the City of any Security Instrument or lien asserted against or attached to all or any portion of the Project or the Property, other than as listed in Section 3.7, prior to the date of issuance of a Certificate of Completion for the Project, whether by voluntary act of Developer or otherwise; provided, however, that no notice of filing of preliminary notices or mechanic’s liens need be given by Developer to the City, prior to suit being filed to foreclose any such mechanic’s lien.

Notice of Default to Lenders. Whenever the City delivers any notice of default to Developer under this Agreement, the City must send a copy of such notice of default to the Tax Credit Investor and to each Lender holding a Permitted Security Instrument of which the City has received notice and a contact address for transmittal of such notices. The Tax Credit Investor and each such Lender will have the right, at its option, to commence the cure or remedy of any default of Developer set forth in such notice and to diligently and continuously proceed with such cure or remedy such default, within the cure period allowed to Developer under this Agreement, plus an additional 60 days. The City will accept performance by the Tax Credit Investor or a Lender with the same force and effect as if furnished by Developer. If such default can only be remedied or cured by the Tax Credit Investor replacing the general partner of the limited partnership or by the Lender upon obtaining possession of the Property, the City must allow such party to remedy or cure such default within 90 days after obtaining possession of the Property or after the general partner is replaced, as applicable. If the default reasonably requires more than 90 days to cure, however, then the time available to the Tax Credit Investor or Lender to cure pursuant to this Section 6.6 will be the reasonable time required to complete such cure, as long as such party has commenced the cure of the default within such 90-day period and diligently pursues the cure to completion. During such extension of time, the City shall not terminate this Agreement or exercise other remedies under this Agreement by reason of such default. All Developer specific defaults shall be deemed cured upon Transfer of Developer’s interest in the entire Property to the Tax Credit Investor or Lender, its assignee or nominee, pursuant to exercise of remedies by such party. In addition, any Tax Credit Investor or Lender properly completing the Project with the consent of the City (pursuant to the process set forth below in this Section 6.6) shall be entitled, upon written request made to the City, to a Certificate of Completion from the City. Nothing contained in this Agreement will be deemed to permit, authorize or require any Lender or Tax Credit Investor to undertake or continue the construction or installation of any portion of the Project (beyond the extent necessary to conserve or protect improvements or construction already made) prior to or after acquiring title to or possession of the entire Property or the Project, without expressly assuming Developer’s obligations under this Agreement by written agreement reasonably satisfactory to the City, in which such party agrees to complete the Project in the manner provided in this Agreement, subject to time extensions as reasonably required by such party. Any such party desiring to complete the Project must provide the City with evidence reasonably satisfactory to the City that such party has the qualifications (or will engage one or more licensed contractor(s) or consultant(s) with such qualifications) and financial capability necessary to perform such obligations.

No Termination of Permitted Security Instruments by Default. An Event of Default by Developer under this Agreement shall not defeat or render invalid the lien of any Permitted Security Instrument made in good faith and for value as to all or any part of the Property, whether or not the Lender is subordinated to this Agreement; but unless otherwise provided in this Agreement, this Agreement shall be binding and effective against any owner of the Property whose title thereto is acquired pursuant to exercise of remedies under a Permitted Security Instrument or from a person or entity exercising any such remedies.

Lender Rights on Termination or Modification. No termination of this Agreement will be binding upon a Lender unless the termination occurs after notice to such Lender and such Lender’s failure to cure all then existing defaults under this Agreement (except any Developer specific defaults) pursuant to this Section 6.6, or with such Lender’s prior written consent. No modification of this Agreement that materially affects the rights of a Lender will be binding upon the Lender without its prior written consent.

No Construction Obligation of Lender. No Lender or Tax Credit Investor will be obligated by the provisions of this Agreement to construct or complete the development of the Project or to guarantee such construction or completion, but may do so pursuant to and in accordance with this Section 6.6. Nothing in this Agreement will be deemed to construe, permit, or authorize any person or entity to devote all or any portion of the Property to any uses, or to construct any improvements thereon, other than those uses or the Project provided for or authorized by this Agreement.

City Right to Cure Obligations. In the event of a default by Developer under any Permitted Security Instrument prior to the date of issuance of a Certificate of Completion for the Project where the Lender has not exercised its option to complete the Project under Section 6.6.1, the City may cure the default of Developer under the applicable Permitted Security Instrument, but is under no obligation to do so, prior to completion of any sale or foreclosure of all or any portion of the Property under the applicable Permitted Security Instrument. The City shall be entitled to reimbursement from Developer of all costs and reasonable expenses incurred by the City in curing any default of Developer under any Permitted Security Instrument, under demand. Any amount expended by the City to cure a default of Developer under any Permitted Security Instrument that is not reimbursed to the City by Developer within 30 calendar days after such notice to Developer, shall accrue interest at an annual rate equal to the lesser of 8% per annum or the maximum rate of interest allowed by law under the circumstances until paid in full.

Foreclosure of Permitted Security Instrument. Foreclosure of any Permitted Security Instrument, whether by judicial proceedings or by power of sale, or any conveyance by deed in lieu of foreclosure, shall not require the consent of the City or constitute a default under this Agreement.

DEFAULTS, REMEDIES AND TERMINATION
Defaults - General.

Subject to any extensions of time provided for in this Agreement, failure or delay by a Party to perform any term or provision of this Agreement shall constitute an “Event of Default” under this Agreement; provided, however, that if a Party otherwise in default commences to cure, correct or remedy such default within 30 calendar days after receipt of written notice from the injured Party specifying such default and shall diligently and continuously prosecute such cure, correction or remedy to completion (and where any time limits for the completion of such cure, correction or remedy are specifically set forth in this Agreement, then within said time limits), such Party shall not be deemed to be in default under this Agreement and no Event of Default shall be deemed to have occurred; provided, however, that if the default reasonably requires more than 30 days to cure, then the time available to the Party otherwise in default to cure pursuant to this Section 7.1 shall be the reasonable time required to complete such cure, as long as the Party otherwise in default has commenced the cure of the default within such 30-day period and diligently pursues the cure to completion.

The injured Party shall give written notice of default to the Party in default, specifying the default complained of by the non-defaulting Party. Failure or delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. Delays by any Party in asserting any of its rights and/or remedies will not deprive that Party of its right to institute and maintain any actions or proceedings that it may reasonably deem necessary to protect, assert or enforce any such rights or remedies. [Intentionally Omitted]
In addition to other acts or omissions of the Developer that may legally or equitably constitute a default or breach of this Agreement, the occurrence of any of the following specific events prior to the issuance of a Certificate of Completion for the Project, shall constitute an “Event of Default” under this Agreement and shall not be subject to the notice and cure provisions of Section 7.1.1:

Any material default by the Developer under any Permitted Security Instrument for any purpose or reason that remains uncured following expiration of any applicable cure period under such Permitted Security Instrument.

Any representation, warranty or disclosure made to the City by the Developer regarding this Agreement or the Project is materially false.

There occurs any event of dissolution, reorganization or termination of the Developer that adversely and materially affects the operation or value of the Property or the Project, and such event is not corrected within 5 business days following written notice of such event from the City to the Developer.

The Developer Transfers its interest in this Agreement, the Property, or the Project, or any portion thereof, whether voluntarily or involuntarily or by operation of law, in violation of the terms and conditions of this Agreement and such action is not cured within the period prescribed in Section 8.2.1.

The Developer becomes insolvent or a receiver is appointed to conduct the affairs of the Developer under state or federal law.

The Developer’s legal entity status or right to transact business in California is suspended or terminated and such event is not corrected within 5 business days following written notice of such event from the City to Developer.

DEVELOPER’S ELECTION RE: SPECIFIC ENFORCEMENT OF AGREEMENT OR WAIVER OF RIGHT TO SPECIFIC PERFORMANCE AND LIMITATION ON RECOVERY OF DAMAGES PRIOR TO CLOSE OF ESCROW.

UPON THE OCCURRENCE OF AN EVENT OF DEFAULT PERTAINING TO THE CONVEYANCE OF THE PROPERTY BY THE CITY UNDER THIS AGREEMENT PRIOR TO CLOSE OF ESCROW, THE DEVELOPER SHALL, AS ITS SOLE AND EXCLUSIVE REMEDY, HAVE THE RIGHT TO EXERCISE ONE OF THE ALTERNATIVE REMEDIES DESCRIBED IN SECTIONS 7.2.1 AND 7.2.2. THE DEVELOPER’S ELECTION, ONCE MADE, SHALL BE IRREVOCABLE.

WAIVER OF RIGHT TO SPECIFIC PERFORMANCE AND LIMITATION ON RECOVERY OF DAMAGES. THE DEVELOPER MAY WAIVE THE REMEDY SET FORTH IN SECTION 7.2.2 AND MAY CANCEL THE ESCROW PURSUANT TO SECTION 3.10. UPON CANCELLATION OF THE ESCROW, THE DEVELOPER SHALL BE RELIEVED OF ANY OBLIGATION UNDER THIS AGREEMENT TO PURCHASE OR ACCEPT TITLE TO THE PROPERTY AND ANY SUCH ESCROW CANCELLATION SHALL BE WITHOUT ANY LIABILITY OF THE DEVELOPER TO THE CITY OR ANY OTHER PERSON ARISING FROM SUCH ACTIONS. THE DEVELOPER SHALL BE LIMITED TO RECOVERING ANY AMOUNTS ACTUALLY EXPENDED BY THE DEVELOPER IN REASONABLE RELIANCE ON THIS AGREEMENT PRIOR TO THE DATE OF THE OCCURRENCE OF THE EVENT OF DEFAULT BY THE CITY, NOT TO EXCEED $50,000; PROVIDED HOWEVER IF THE EVENT OF DEFAULT IS THE CITY’S FAILURE TO FUND THE LAND LOAN OR THE PROJECT LOAN WHEN DEVELOPER HAS PERFORMED ALL OF ITS OBLIGATIONS THEN REQUIRED TO BE PERFORMED BY DEVELOPER, THE DEVELOPER SHALL BE ENTITLED TO RECOVER ITS REASONABLE DOCUMENTED DIRECT COSTS INCURRED FOR THE PROJECT PRIOR TO THE DATE OF THE CITY EVENT OF DEFAULT. THE DEVELOPER WAIVES ANY RIGHT TO RECOVER ANY OTHER SUMS FROM THE CITY ARISING FROM AN EVENT OF DEFAULT BY THE CITY PRIOR TO THE CLOSE OF ESCROW. THE DEVELOPER ACKNOWLEDGES THE PROTECTIONS OF CIVIL CODE SECTION 1542 RELATIVE TO THE WAIVER AND RELEASE CONTAINED IN THIS SECTION 7.2.1, WHICH CIVIL CODE SECTION READS AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 7.2.1.

DEVELOPER’S INITIALS ____________
IN CONNECTION WITH THE WAIVERS IN THIS SECTION 7.2.1, THE DEVELOPER FURTHER WAIVES THE RIGHT TO RECORD A NOTICE OF PENDENCY OF ACTION IN CONNECTION WITH ANY ACTION OR PROCEEDING BY DEVELOPER TO BE REIMBURSED BY THE CITY AS PROVIDED IN THIS SECTION 7.2.1.

SPECIFIC PERFORMANCE. THE DEVELOPER MAY WAIVE THE REMEDIES SET FORTH IN SECTION 7.2.1 AND, IN ACCORDANCE WITH CIVIL CODE SECTION 3384, ET SEQ., INSTITUTE AN ACTION AGAINST THE CITY FOR SPECIFIC PERFORMANCE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT WHICH WERE TO HAVE BEEN COMPLETED BY THE CITY PRIOR TO THE CLOSE OF ESCROW.

Legal Actions.

Except as otherwise provided in Section 7.2.1, any Party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy available to that Party under this Agreement or at law or in equity. Such legal actions must be instituted in the Superior Court of the State of California in and for the County of Los Angeles, California, in any other appropriate court within the County of Los Angeles, California.

The procedural and substantive laws of the State of California shall govern the interpretation and enforcement of this Agreement, without regard to conflicts of laws principles. The Parties acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates to real property located in the City of Pomona, County of Los Angeles, California.

Rights and Remedies are Cumulative.

Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties set forth in this ARTICLE VII are non-exclusive and cumulative, and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

Developer Indemnification of the City.

In addition to any other specific indemnification or defense obligations of the Developer set forth in this Agreement, the Developer agrees to indemnify, defend (upon written request by the City and with counsel reasonably acceptable to the City) and hold harmless the Indemnified Parties, from any and all losses, liabilities, charges, damages, claims, liens, causes of action, awards, judgments, costs and expenses, including, but not limited to reasonable attorney’s fees of counsel retained by the Indemnified Parties, expert fees, costs of staff time, and investigation costs, of whatever kind or nature (“Claims”), that are in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, through any act, omission, fault or negligence, whether active or passive, of the Developer or the Developer’s officers, agents, employees, independent contractors or subcontractors of any tier, relating in any manner to this Agreement, any work to be performed by the Developer related to this Agreement, the Property, or the Project, or any authority or obligation exercised or undertaken by the Developer under this Agreement, except to the extent caused by the active negligence or willful misconduct of any of the Indemnified Parties. Without limiting the generality of the foregoing, the Developer’s obligation to indemnify the Indemnified Parties will include injury or death to any person or persons, damage to any property, regardless of where located, including the property of the Indemnified Parties, any workers’ compensation or prevailing wage determination, claim or suit or any other matter arising from or connected with any goods or materials provided or services or labor performed regarding the Project or the Property on behalf of the Developer by any person or entity.

GENERAL PROVISIONS.

Incorporation of Recitals.

The Recitals set forth preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference.

Restrictions on Transfers.

The Developer acknowledges that the qualifications and identity of the Developer are of particular importance to the City, that the City has relied and is relying on the specific qualifications and identity of the Developer in entering into this Agreement with the Developer and, as a consequence, Transfers are permitted only as expressly provided in this Agreement. The Developer must promptly notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in Control of the Developer, as well as any and all changes in the interest or the degree of Control of the Developer by any such person, of which information the Developer or any of its partners, members or officers are notified or may otherwise have knowledge or information.

Except as expressly permitted in this Agreement, the Developer represents to the City that it has not made and agrees that it will not make or create, or suffer to be made or created, any Transfer other than a Permitted Transfer, either voluntarily, involuntarily or by operation of law, until after the recordation of a Certificate of Completion for the Project; provided, however, that the City may approve in its reasonable discretion Transfers other than Permitted Transfers prior to the recordation of a Certificate of Completion. In deciding whether to approve or disapprove any proposed Transfer, the City may consider the proposed transferee’s financial strength and the experience of its senior management in undertaking and successfully completing projects of a similar type and size as the Project. Any Transfer made in contravention of this Section 8.2 will be voidable at the election of the City which may, at its option, terminate this Agreement. In such event, the City may exercise any other remedy available to the City under the terms of this Agreement, provided, however, that (i) the City must first notify the Developer in writing of its intention to terminate this Agreement or to exercise any other remedy, and (ii) the Developer will have 20 calendar days following its receipt of such written notice to commence and, thereafter, diligently and continuously proceed to cure such default and submit evidence of the initiation and satisfactory completion of such cure to the City, in a form and substance reasonably satisfactory to the City.

The Developer will provide the City with not less than 30 days prior written notice of any proposed Permitted Transfer which the Developer desires to enter into prior to the recordation of a Certificate of Completion for the Project subject to the Transfer, other than a Permitted Transfer for which City approval is required, in which case Developer must give not less than 5 days prior written notice. For Transfers requiring City approval, the Developer will have the burden of demonstrating to the City’s reasonable satisfaction that the proposed Permitted Transfer meets the conditions and requirements of this Agreement with respect to Permitted Transfers.

Anything in this Agreement to the contrary notwithstanding, the restrictions and prohibitions on Transfers contained in this Section 8.2 shall terminate upon issuance of a Certificate of Completion for the Project.

Notices, Demands and Communications Between the Parties.

Any and all notices, demands or communications submitted by any Party to another Party pursuant to or as required by this Agreement will be proper if in writing and delivered (i) personally, (ii) by a nationally recognized overnight courier service that provides a receipt with the time and date of delivery, (iii) by registered or certified United States Mail, postage prepaid, return receipt requested, to the principal office of the City or the Developer, as applicable, as designated below, or (iv) as a PDF or similar attachment to an email, provided that such email attachment will be followed by mailing that same day a copy thereof ordinary U.S. mail, postage prepaid. Such written notices, demands or communications may be sent in the same manner to such other addresses as either Party may from time to time designate. Any such notice, demand or communication will be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt: (a) on the day that it is delivered by personal delivery, (b) on the date of delivery by a nationally recognized overnight courier service or via electronic mail, whether accepted or refused, provided that if any notice or any other communication to be delivered by email attachment as provided herein cannot be transmitted because of a problem affecting the receiving party’s computer, the deadline for receiving such notice or other communication will be extended through the next business day, (c) as shown by the addressee’s return receipt if by certified mail, and as confirmed by the courier service if by courier, or (d) 3 calendar days after it is placed in the United States Mail; provided, however, that if actual delivery occurs after 5:00 p.m., local time where received, or on a non-business day, then such notice or communication so made will be deemed effective on the first business day after the day of actual delivery. Attorneys for any Party will be entitled to provide any notice that a Party desires to provide or is required to provide hereunder.

The following are the authorized addresses for the submission of notices, demands or communications to the Parties, unless and until changed by a Party upon written notice to the other Party:

TO DEVELOPER:

National Community Renaissance of California
Attn: Michael Ruane, Executive Vice President
9421 Haven Avenue
Rancho Cucamonga, CA 91730
(T) (909) 483-2444
[email protected]
[email protected]
WITH A COPY TO:
(but such copy will not
constitute notice to
Developer)
Edward A. Hopson
Law Office of Edward A. Hopson
655A North Mountain Avenue
Upland, CA 91786
(T) (909) 920-6464
[email protected]
TO CITY:

COPY TO:
(but such copy will not
constitute notice to
City)
City of Pomona
505 South Garey Avenue
Pomona, California 91766
Attention: Kirk Pelser, Deputy City Manager
(T) (909) 620-2363
Email: [email protected]
Best & Krieger, LLP
18101 Von Karman Ave, Suite 1000
Irvine, CA 92614
Attention: Elizabeth Wagner Hull
(T) 949-263-2600
Email: [email protected]
Conflict of Interest.

No member, official or employee of the City who has any conflict of interest, direct or indirect, related to this Agreement, the Property, or the development or operation of the Project, will participate in any decision relating to this Agreement. The Parties represent and warrant that they do not have knowledge of any such conflict of interest.

Warranty Against Payment of Consideration for Agreement.

The Developer represents and warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration to obtain this Agreement. For the purposes of this Section 8.5, third parties will not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and the like when such fees are considered necessary by the Developer.

Non-liability of City, Officials and Employees.

No member, official or employee of the City will be personally liable to the Developer, or any successor in interest of the Developer, in the event of any default or breach by the City under this Agreement or for any amount that may become due to the Developer or to its successor, or on any obligations under the terms of this Agreement, except as may arise from the gross negligence or willful acts of such member, official or employee.

Unavoidable Delay; Extension of Time of Performance.

Subject to specific provisions of this Agreement, performance by any Party under this Agreement will not be deemed, or considered to be, in default where any such default is due to an Unavoidable Delay that is not attributable to the fault of the Party claiming an extension of time to perform. An extension of time for any Unavoidable Delay will be for the period of the Unavoidable Delay and will commence to run from the date of occurrence of the Unavoidable Delay, if the Party asserting the existence of the Unavoidable Delay provides the other Party with written notice of the occurrence of the Unavoidable Delay within 30 days of the commencement of such asserted Unavoidable Delay. Otherwise, the extension of time for an Unavoidable Delay will commence on the date of receipt of written notice of the occurrence of the Unavoidable Delay by the Party not requesting an extension of time to perform due to such Unavoidable Delay.

The Parties expressly acknowledge and agree that changes in either general economic conditions or changes in the economic assumptions of either of them that may have provided a basis for entering into this Agreement and that occur at any time after the execution of this Agreement do not constitute an Unavoidable Delay and will not provide any Party with grounds for asserting the existence of an Unavoidable Delay in the performance of any covenant or undertaking arising under this Agreement. Each Party expressly assumes the risk that changes in general economic conditions or changes in such economic assumptions relating to the terms and covenants of this Agreement could impose an inconvenience or hardship on the continued performance of such Party under this Agreement.

Inspection of Books and Records.

The City will have the right at all reasonable times, at the City’s cost and expense, to inspect the books and records of the Developer pertaining to the Property and/or the Project. The Developer will also have the right at all reasonable times, at the Developer’s sole cost and expense, to inspect the books and records of the City pertaining to the Property and/or the Project, to the extent relevant to the Developer’s obligations under this Agreement. Nothing in this Section 8.8 or elsewhere in this Agreement will, however, constitute a waiver or modification of any right or privilege which any Party may have with respect to any document, statement, or other record, including, without limitation, the attorney-client privilege, the attorney work-product privilege, any privilege arising under any state or federal evidentiary code or rule, or any privilege or exclusionary right arising under any state or federal freedom of information or public records disclosure law.

Real Estate Commissions.

The City will not be liable for any real estate commissions, brokerage fees or finder fees that may arise from or be related to this Agreement. The Developer must pay any fees or commissions or other expenses related to retention or employment of any real estate brokers, agents or other professionals which Developer has retained or engaged.

Binding on Successors and Assigns.

This Agreement will be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns.

Entire Agreement.

This Agreement will be executed in 3 duplicate originals, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument. This Agreement includes 52 pages (exclusive of signature pages) and 12 exhibits, and constitutes the entire understanding and agreement of the Parties regarding the Property, the Project, and the other subjects addressed in this Agreement.

This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or previous agreements between the Parties with respect to the Property, the Project, and the other subjects addressed in this Agreement.

None of the terms, covenants, agreements or conditions set forth in this Agreement will be deemed to be merged with any deed conveying title to the Property and this Agreement will continue in full force and effect before and after such conveyance.

All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representative(s) of all Parties.

Execution of this Agreement.

Following execution of three (3) originals of this Agreement by the authorized representative(s) of the Developer and prompt delivery of such originals to the City, accompanied by an executed Form of Official Action of Developer, this Agreement will be subject to the review and approval by the City Council, in its sole and absolute discretion, no later than 45 calendar days after the date of delivery to the City. If the City has not approved, executed, and delivered an original of this Agreement to the Developer within the foregoing time period, then no provision of this Agreement will be of any force or effect for any purpose.

Survival of Indemnity Obligations.

All general and specific indemnity and defense obligations of the Parties set forth in this Agreement will survive the expiration or termination of this Agreement, the execution or recordation of the Grant Deed, and/or the issuance and recordation of any Certificate of Completion.

Time Declared to be of the Essence.

As to the performance of any obligation hereunder as to which time is a component, the time for the performance of such obligation will be of the essence.

Approvals.

Except as otherwise provided in this Agreement, approvals required of the City or the Developer, or any officers, agents or employees of the City or the Developer, will not be unreasonably withheld and approval or disapproval must be given within the time set forth in this Agreement or, if no time is given, within a reasonable time.

Further Assurances.

The Parties agree to reasonably consider such additional actions or the execution of such other documents as may be reasonably necessary or convenient for the financing, development, and operation of the Project, although nothing in this Section 8.16 shall be deemed a representation, guaranty or commitment by any Party to take any action or execute any document.

City Approvals and Actions.

The City Manager shall have the authority on behalf of the City (to the extent not provided otherwise in this Agreement) to make approvals, issue interpretations, waive provisions, grant extensions of time, approve amendments or other modifications to this Agreement, changes to the attached exhibits prior to their execution, and execute documents, including, without limitation, the Notice of Completion, confirmations of subordination, and any documents necessary to implement any changes in the number or affordability of the Qualifying Units, as may be required by TCAC or by a Lender of a Senior Loan or Subordinate Loan, so long as such actions do not reduce the length of affordability of the Qualifying Units or add to the costs incurred or to be incurred by the City as specified herein. The City Manager reserves the right, in his or her sole and absolute discretion, to submit any requested modification, interpretation, amendment or waiver to the City Council if the City Manager reasonably determines or believes that such action could increase the risk, liability or costs to City, or reduce the length of affordability of the Project.

Investor Limited Partner Provisions.

If and when the Developer is in the form of a limited partnership and admits a Tax Credit Investor into Developer’s partnership, the City agrees to the following provisions for the benefit of the Tax Credit Investor:

The City will give the Tax Credit Investor a copy of any notice (at the address provided in a notice by Tax Credit Investor to the City) that the City gives to the Developer under this Agreement, the Regulatory Agreement, the Deed of Trust-Land Loan, the Deed of Trust-Project Loan and the other Land Loan or Project Loan documents, provided that Tax Credit Investor has provided its address and contact information in writing to the City; The City will give the Tax Credit Investor 30 days after receipt by the Tax Credit Investor of such notice to cure a non-payment of any sum due under the Land Loan and/or the Project Loan; The City will give the Tax Credit Investor 60 days after receipt by the Tax Credit Investor of such notice to cure any other default under this Agreement, the Regulatory Agreement and other Land Loan and Project Loan documents; If a non-monetary default is incapable of being cured within 60 days, the City will give the Tax Credit Investor an additional 90 days to cure such default provided the Tax Credit Investor has commenced to cure such default and is diligently proceeding to cure such default through the end of such period; If the Tax Credit Investor makes any such payment or otherwise cures such default, the City will accept such action as curing such default with the same force and effect as if such payment or cure were made by the Developer; The City will permit the Tax Credit Investor to transfer its interest to any person or entity at any time provided that, if at the time of such transfer the Tax Credit Investor has not made 100% of the capital contributions the Tax Credit Investor is required to make to the limited partnership, the Tax Credit Investor shall remain liable to the limited partnership for such capital contributions; The City will permit the Tax Credit Investor to remove the general partner of the partnership in accordance with the limited partnership agreement, provided that the substitute general partner is reasonably acceptable to the City; and The City will permit insurance and condemnation proceeds to be used to rebuild the Project provided that (i) if reasonably required, sufficient funds are provided from other sources to effectively rebuild the Project to a lawful affordable housing multi-family complex, and (ii) subject to the rights of any Lenders of Senior Loans, the City will 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 on Following Pages]

SIGNATURE PAGE
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares St)
CITY:

CITY OF POMONA
a California municipal corporation
Dated:_________________, 2021 By:

City Manager
ATTEST:
____________________________
City Clerk
APPROVED AS TO LEGAL FORM:

BEST & KRIEGER LLP
By: _______________________
City Attorney

SIGNATURE PAGE
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares St)
DEVELOPER:

National Community Renaissance of California, a California nonprofit public benefit corporation By: ________________________________
Michael Ruane,
Executive Vice President

EXHIBIT A
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares St)
Legal Description of the Property

LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF POMONA IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL A:

LOTS 5, 6, 7 AND 8 OF BLOCK 71 OF POMONA TRACT, IN THE CITY OF POMONA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGE 90 ET SEQ. OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 8335-014-919, 8335-014-920 AND 8335-014-921
PARCEL B:

LOT 1 AND THE EAST 5 FEET OF LOT 2 IN BLOCK 71 OF THE CITY OF POMONA, IN THE CITY OF POMONA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGES 90 AND 91 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 8335-014-910
PARCEL C:

LOT 2 IN BLOCK 71, IN THE CITY OF POMONA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGES 90 AND 91 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THE EAST 5 FEET THEREOF.

APN: 8335-014-907
PARCEL D:

LOTS 3 AND 4 IN BLOCK 71, IN THE CITY OF POMONA, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGES 90 AND 91 OF MISCELLANEOUS RECORDS, OF SAID COUNTY.

APN: 8335-014-915 AND 8335-014-916

EXHIBIT B
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares St)
Scope of Development
Developer intends to develop the Property as a new construction family development consisting of 75 apartment units including 15 live-work ground floor units. The proposed project will be located on the 1.45-acre vacant site in the City of Pomona. The Project is anticipated to include 27 one-bedroom units, 26 two-bedroom units, 21 three-bedroom units and one manager’s unit. Eight one-bedroom units will be operated under the Housing Choice Voucher Program using Project-Based Vouchers (PBVs). The remaining 66 units will be targeted to families earning between 30% to 60% AMI. The proposed Project will include a 3,766 square foot leasing and amenity space with a large multi-purpose community room, space for after-school programs, and group and individual conference rooms. The outdoor amenities for the community are planned to include an ADA accessible barbeque counter with charcoal grills, bike racks, a multi-purpose synthetic turf area including a 2- to 5-year-old play equipment area (all fenced with a key-controlled gate), ADA accessible dining tables with umbrellas, outside benches and an alumawood shade structure, all located in the amenity courtyard.

EXHIBIT C
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares St)
Schedule of Performance

ITEM OF PERFORMANCE

TIME FOR PERFORMANCE
1 Borrower submits building plans for City's review and approval.

Within 45 days of Tax Credit Award.
2 City reviews building plans and issue comments or approval.

Within 14 business days after submittal.
3 City approves final building plans for Project and issues Ready to Issue Permit letter.

Within 150 days after the Tax Credit Allocation Date.
4 Borrower obtains building permits and commences construction of the Project.

Within 175 days after the Tax Credit Allocation Date.
5 All of the Funding Conditions are satisfied.

Within 150 days after the Tax Credit Allocation Date or such earlier time as provided in the Agreement with respect to individual funding conditions. 6 City disburses the City Loan to Borrower.

After the Funding Conditions are satisfied.
7 Borrower completes construction of the Project and obtains City approval of final inspection and Certificate of Occupancy/Completion.

Within twenty (20) months after commencement of construction.

EXHIBIT D

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares St)
Form of Grant Deed
[Attached Behind This Page]
RECORDING REQUESTED BY:

City of Pomona

WHEN RECORDED MAIL TO AND MAIL TAX STATEMENTS TO:
_________________________
________________________
________________________
Attn: ___________________
Exempt from Recording Fees pursuant to Government SPACE ABOVE FOR RECORDER’S USE ONLY Code Sections 27383 and 27388.1(a)(2)

GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLARE(S):

DOCUMENTARY TRANSFER TAX is $_____________
( ) computed on full value of property conveyed, or
( ) computed on full value less value of liens or encumbrances remaining at time of sale, ( ) City of Pomona,

PART ONE
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF POMONA, in its capacity as Pomona Housing Successor Agency (“Grantor”), hereby grants to _______________________, a California limited partnership (“Grantee”), that certain real property (the “Property”) located in the City of Pomona, County of Los Angeles, State of California, specifically described in Exhibit “A” attached to this Grant Deed and made a part of this Grant Deed by this reference.

PART TWO
The conveyance of the Property by the Grantor to the Grantee is subject to the following conditions, covenants and restrictions:

Obligation to Refrain from Discrimination. The Grantee for itself, its successors and assigns to all or any part or portion of the Property and/or any improvements which might be constructed thereon, covenants and agrees that:

There shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Grantee, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessees or vendees of the Property. Subdivision (d) of Section 51 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to this Section 1.1.

The covenant of this Section 1 shall run with title to the Property in perpetuity and shall be enforceable against the Grantee and its successors and assigns in perpetuity.

Form of Non-Discrimination and Non-Segregation Clauses. The Grantee for itself, its successors and assigns to all or any part or portion of the Property, covenants and agrees that:

The Grantee, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Property (or any portion thereof) on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person. All deeds, leases or contracts pertaining to the Property shall contain or be subject to substantially the following non-discrimination or non-segregation covenants:

In leases: “The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants lessees, sub-lessee, sub-tenants, or vendees in the premises herein leased.” Subdivision (d) of Section 51 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to foregoing paragraph.

In contracts: “There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sub-lessees, sub-tenants, or vendees of the premises herein transferred.” The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument.” Subdivision (d) of Section 51 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to foregoing paragraph.

The covenants of this Section 2 shall run with title to the Property in perpetuity.

GRANTOR:

CITY OF POMONA, a California municipal corporation
By: ___________________________
Its: City Manager
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]
GRANTEE:
_____________, a California limited partnership
By:
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]
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.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.

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

STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, 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.

Name:

Notary Public
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.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.

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.

Name:

Notary Public
EXHIBIT 1
TO

GRANT DEED
Property Legal Description

EXHIBIT E
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares St)
Form of Notice of Agreement
[Attached Behind This Page]

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Pomona
505 South Garey Avenue
Pomona, California 91766
Attn: Deputy City Manager
Exempt from Recording fee
pursuant to Gov’t Code § 27383

NOTICE OF AGREEMENT

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares St)
TO ALL INTERESTED PERSONS PLEASE TAKE NOTICE that _____________, a California partnership (the “Developer”) and the City of Pomona, a California municipal corporation (the “City”) entered into an agreement entitled Affordable Housing Disposition and Development Agreement (Mission Blvd and Palomares St), dated as of ____________, 202__ (the “Agreement”). A copy of the Agreement is on file with the City and is available for inspection and copying by interested persons as a public record of the City at the City’s offices located at 505 South Garey Avenue, Pomona, California 91766, during the City’s regular business hours.

The Agreement affects the real property described in Exhibit A attached to this Notice of Agreement (the “Property”). The meaning of defined terms, indicated by initial capitalization, used in this Notice of Agreement shall be the same as the meaning ascribed to such terms in the Agreement.

PLEASE TAKE FURTHER NOTICE that the Agreement contains certain development covenants running with title to the Property and other agreements between the Developer and the City affecting the Property, as set forth below (all section references are to the Agreement):

Section 4.1 of the Agreement provides:

4.1 Developer Covenant to Undertake Project. The Developer covenants, for itself, its successors and assigns, to and for the benefit of the City, that the Developer will commence and complete the development of the Project on the Property within the time period for such actions set forth in the Schedule of Performance. The Developer covenants and agrees for itself, its successors, and assigns, that the Property will be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Scope of Development, the Schedule of Performance, any and all plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and among the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the Property or the Project. The covenants of this Section 4.1shall run with the land of the Property until released by recordation of the Certificate of Completion.

Section 5.1 of the Agreement provides:

5.1 Obligation to Refrain from Discrimination. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessees or vendees of the Property, except only as may be necessary for Developer to comply with regulatory agreements, covenants and other agreements regulating occupancy of the Project. Subdivision (d) of Section 51 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to this Section 5.1 and to Section 5.2.1 below. The covenant of this Section 5.1 shall run with the Property and shall be enforceable against the Developer and its successors and assigns in perpetuity.

This NOTICE OF AGREEMENT is dated as of _________________, 202__, and has been executed on behalf of the Developer and the City by and through the signatures of their authorized representative(s) set forth below. This Notice of Agreement may be executed in counterparts and when fully executed each counterpart shall be deemed to be one original instrument.

CITY:

CITY OF POMONA, a California municipal corporation
Dated: _________________, 202_ By: _______________________________ City Manager
ATTEST:
____________________________
City Clerk
APPROVED AS TO LEGAL FORM:

BEST & KRIEGER LLP
By: _______________________
City Clerk

DEVELOPER:
______________________________________, a California limited partnership By: __________________________________
Name:

Title: __________________________________
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]
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.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.

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.

Name:

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.

Name:

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.

Name:

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.

Name:

Notary Public

EXHIBIT A
TO

NOTICE OF AGREEMENT
Legal Description of Property

EXHIBIT F
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares St)
Form of Official Action of Developer
[Attached Behind This Page]

FORM OF OFFICIAL ACTION OF DEVELOPER
The undersigned, duly appointed and serving Executive Vice President of National Community Renaissance of California, a California nonprofit public benefit corporation, do hereby certify that National Community Renaissance of California, a California nonprofit public benefit corporation (“National CORE”) will serve as the Developer of Mission Blvd and Palomares Street under the Agreement described below. No consent or approval of any other person is required for the undersigned to make the certifications set forth in this Certificate.

The Developer further certifies that the following named person(s):

Michael Ruane
Michael Finn
may each act and sign alone on behalf of National CORE, to bind National CORE, without any additional or further consent of any person, and are each authorized and empowered for and on behalf of and in the name of National CORE, each acting and signing alone, to: (1) sign and deliver that certain Affordable Housing Disposition and Development Agreement (Mission Blvd and Palomares St), dated as of ____________, 202__ (“Agreement”), regarding the development of certain real property located in the City of Pomona, California, and performance of other obligations of the “Developer” as set forth in the Agreement; (2) sign and deliver all other documents on behalf of the respective entity identified set forth above to be signed or executed in connection with the transactions contemplated in the Agreement; and (3) take all actions on behalf of the respective entity identified above that may be considered necessary to conclude the transactions and complete the development contemplated in the Agreement.

The authority conferred and certified to in this Certificate shall be considered retroactive and any and all acts authorized in this Certificate that were performed before the execution of this Certificate are approved and ratified by the entity identified above. The authority conferred and certified to in this Certificate shall continue in full force and effect until the City Manager of the City of Pomona receives written notice of the revocation of this Certificate.

National CORE further certifies that the activities covered by the authorities conferred and certified to in this Certificate and the foregoing certifications constitute duly authorized activities of National CORE; that these authorities and certifications are now in full force and effect; and that there is no provision in any document under which National CORE is organized and/or that governs such entity’s continued existence or limits the power of the undersigned to confer the authorities or make the certifications set forth in this Certificate, and that the same are in conformity with the provisions of all such documents.

Dated: ______________, 202__
DEVELOPER:

National Community Renaissance of California, a California limited liability company By: ________________________________
Michael Ruane, Execute Vice President

EXHIBIT G
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares St)
Form of Certificate of Completion
[Attached Behind This Page]

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
______________________________
______________________________
_________________________________
Attn: ______________________
______________________________________________________________________________ Exempt from Recording fee
pursuant to Gov’t Code § 27383

THE CITY OF POMONA

CERTIFICATE OF COMPLETION
(Mission Blvd and Palomares St)
I, __________________, City Manager of the City of Pomona (the “City”) certify that:

Section 1. The Project required to be constructed in accordance with that certain Affordable Housing Disposition and Development Agreement (Mission Blvd and Palomares St), dated ____________, 202__ (the “Agreement”), between the City and National Community Renaissance of California, a California nonprofit public benefit corporation (the “Developer”), on that certain real property specifically described in the legal description attached to this Certificate of Completion as Exhibit A (the “Property”), is complete in accordance with the provisions of the Agreement.

This Certificate of Completion constitutes conclusive evidence of the City’s determination of satisfaction by Developer or its assignee of all obligations under the Agreement to construct and install the Project on the Property, including any and all buildings, parking areas, landscaping areas and related improvements necessary to support or meet any requirements applicable to the Project and its use and occupancy on the Project, whether or not such improvements are located on or off the Property or on other property subject to the Agreement. Notwithstanding any provision of this Certificate of Completion, the City may enforce all provisions of the Regulatory Agreement recorded against the Property by the Developer and the City under the Agreement any covenant of the Agreement surviving this Certificate of Completion in accordance with the terms and conditions of the Agreement. The Agreement is an official record of the City and a copy of the Agreement may be inspected at the City’s office located at 505 South Garey Avenue, Pomona, California 91766, during the City’s regular business hours.

DATED AND ISSUED this _____ day of ______________, 202__.

CITY OF POMONA , a California municipal corporation
By: ___________________________________
Name: ___________________________________
Title: ___________________________________
By: ___________________________
Executive Director
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.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.

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.

Name:

Notary Public

EXHIBIT A
TO

CERTIFICATE OF COMPLETION
Legal Description of the Property

EXHIBIT H
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares St)
Form of Regulatory Agreement
[Attached Behind This Page]

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Pomona
505 South Garey Avenue
Pomona, California 91766
Attn: Deputy City Manager
______________________________________________________________________________APN: 8335-014-907, -910, -915, -916, SPACE ABOVE FOR RECORDER’S USE ONLY -919, -920 and -921
Exempt From Recording Fee Per
GOVERNMENT CODE §27383

REGULATORY AGREEMENT
(Mission Blvd and Palomares St)
by and between

CITY OF POMONA,
and
__________________________________________________,
a California limited partnership
[Dated as of _____________, 202__ for reference purposes only]

REGULATORY AGREEMENT
(Mission Blvd and Palomares St)
This REGULATORY AGREEMENT (Mission Blvd and Palomares St) (“Regulatory Agreement”) is made and entered into as of _______________, 202__, by and between THE CITY OF POMONA , a California municipal corporation (“City”) and _____________ LP, a California limited partnership (“Owner”).

RECITALS
The City and the Owner’s predecessor-in-interest entered into that certain Affordable Housing Disposition and Development Agreement (Mission Blvd and Palomares St) dated as of _______________, 202__ (the “Affordable Housing Agreement”), which provides that the City will convey to the Owner that certain real property located at the northeast corner of Mission Blvd. and Palomares St., Pomona, California (APN: 8335-014-907, -910, -915, -916, -919, -920 and -921), more specifically described in Attachment No. 1, incorporated herein by this reference (the “Property”), subject to the terms and conditions of the Affordable Housing Agreement. Under the Affordable Housing Agreement, the City has agreed to provide financial assistance to the Owner for acquisition of the Property and the construction thereon by the Owner of a 75 unit multifamily affordable residential rental development (the “Project”).

The City and the Owner desire that the Project be operated as a multifamily affordable residential rental community on the Property with the residential units made available to Qualified Households at an Affordable Rent as more specifically defined herein. This Regulatory Agreement establishes terms and conditions which govern the operation of the Property.

The terms of the Affordable Housing Agreement require that certain covenants and affordability restrictions hereof remain in full force and effect on the Project for a term commencing on the date of recordation of this Regulatory Agreement and continuing for 55 years following the recordation of Certificate of Completion, as defined herein.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND UNDERTAKINGS SET FORTH HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE OWNER AND THE CITY DO HEREBY COVENANT AND AGREE FOR THEMSELVES, THEIR SUCCESSORS AND ASSIGNS AS FOLLOWS:

Definitions of Certain Terms. as used in this Regulatory Agreement, the following words and terms WILL have the meaning as provided in the recitals ABOVE or in this Section 1, unless the specific context of usage of a particular word or term may otherwise require. all initially capitalized terms used and not otherwise defined in the recitals or in this Section WILL have the meaning ascribed to such term IN the AFFORDABLE HOUSING AGREEMENT.

Adjusted for Family Size Appropriate to the Unit. So long as operation of the Project occurs at a time that a TCAC extended use agreement or regulatory agreement is in place on the Project, occupancy requirements for the Qualifying Units in the Project must be calculated under Title 26, Subtitle A, Section 42(g)(2)(c), Subsections (i) and (ii) of the Internal Revenue Code (that is, 1.5 individuals for each separate bedroom), and when no Federal statute is applicable to the Project, occupancy requirements will have the meaning provided in Health and Safety Code Section 50052.5(h).

Affordable Rent. In reference to each Qualifying Unit, “Affordable Rent,” as defined in California Health and Safety Code Section 50053(b) and accompanying regulations of the California Department of Housing and Community Development (“HCD”) (as such law or regulations may be amended, replaced or renumbered from time-to-time), for an individual or family constituting a Qualified Household, adjusted for family size appropriate to the Qualified Unit, with allowance for utilities and maintenance costs, as such rents and allowance may be established by HUD for multi-unit tax credit projects located in the area of Los Angeles County where the Project is located and published by HCD, from time to time, or, if no tax credit compliance period is applicable to the Project, then in accordance with applicable State law and regulation.

Annual Report. The Certification of Continuing Program Compliance attached to this Regulatory Agreement as Attachment No. 3 and incorporated by this reference, or comparable report filed annually by the Owner with TCAC or other governmental agencies.

Automobile Liability Insurance. Insurance coverage against claims of personal injury (including bodily injury and death) and property damage covering all the Owner owned, leased, hired and non-owned vehicles, with minimum limits for bodily injury and property damage of $1,000,000. Such insurance shall be provided by a business or commercial vehicle policy and may be provided through a combination of primary and excess or umbrella policies, all of which shall be subject to pre-approval by the City, which approval shall not be unreasonably withheld, delayed or conditioned.

Certificate of Completion. The written certification of the City, in substantially the form of Exhibit G attached to the Affordable Housing Agreement, certifying that the Project has been completed in compliance with the terms and conditions of the Affordable Housing Agreement.

City Parties. Collectively, the City and its commissions, agents, attorneys, officers, employees, and authorized representatives.

Extremely Low Income Household. An individual or family whose income does not exceed the qualifying limits for extremely low income families, as established and amended from time to time by HUD, and as defined in 24 CFR Section 5.603(b), or as otherwise determined by HCD pursuant to California Health and Safety Code Section 50106.

HUD. The United States Department of Housing and Urban Development.

Income Certification Form. The Certification of Tenant Eligibility attached to this Regulatory Agreement as Attachment No. 2 and incorporated by this reference, or comparable income certification form required by TCAC or other governmental agencies.

Liability Insurance. Commercial general liability insurance against claims for bodily injury, personal injury, death, or property damage occurring upon, in, or about the Property, the Project or adjoining streets or passageways, at least as broad as Insurance Services Office Occurrence Form CG0001, with a minimum liability limit of $2,000,000 for any one occurrence and which may be provided through a combination of primary and excess or umbrella insurance policies. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit will apply separately to the Project or the general aggregate limit must be twice the required minimum liability limit for any one occurrence.

Low Income Household. An individual or family whose income does not exceed the qualifying limits for low income families, as established and amended from time to time by HUD and as defined in 24 CFR Section 5.603(b).

Lower Income Households. An individual or family whose income does not exceed the qualifying limits for lower income households, as established and amended from time to time by HUD and as defined in Health and Safety Code Section 50053(b)(3).

Management Agent. A person with significant experience in management of affordable rental housing projects substantially similar to the Project and that is, at the time, managing other financially self-supporting, successful affordable rental housing projects substantially similar to the Project.

Manager Unit. One 2 bedroom Unit within the Project reserved exclusively for use by the on-site manager employed by the Owner or the Management Agent, as applicable, which is neither income or occupancy restricted.

Moderate Income Household. “Persons and families of low or moderate income,” as defined in California Health and Safety Code Section 50093.

Project. The operation of a multi-family rental housing project which will include not less than 75 units, 74 of which must be rented to Qualified Households at Affordable Rents, and all related on- and off-site improvements, as more particularly described in the Affordable Housing Agreement.

Property Insurance. Insurance providing coverage for the Property and all improvements on or to the Property against loss, damage, or destruction by fire and other hazards encompassed under the broadest form of property insurance coverage then customarily used for like affordable properties in the County of Los Angeles, excluding earthquake coverage, in an amount equal to 100% of the replacement value (without deduction for depreciation) of all improvements comprising the Project (excluding excavations and foundations) and in any event sufficient to avoid co-insurance and with no co-insurance penalty provision, with “ordinance or law” coverage. To the extent customary for similar affordable housing properties in the County of Los Angeles at the time, such insurance must include coverage for explosion of steam and pressure boilers and similar apparatus located on the Property; an “increased cost of construction” endorsement; and an endorsement covering demolition and cost of debris removal, all subject to policy sublimits. Property Insurance must also include rental or business interruption insurance in an amount at least equal to the average annual gross income from the Project for the preceding 3 calendar years and providing for a 12-month extended period of indemnity.

Qualified Households. An individual or family that (i) intends to reside in a Qualifying Unit; and (ii) whose income does not exceed the maximum income allowable for that Qualifying Unit.

Qualifying Units. All 74 1-bedroom Units, 2-bedroom Units and 3-bedroom Units within the Project restricted to occupancy by Qualified Households as set forth in Section 6 of this Regulatory Agreement.

Supplemental Security Income Household. An individual or household that qualifies for and receives Supplemental Security Income.

Tax Credits. An allocation from TCAC of 9% federal low income housing tax credits to finance a portion of the costs of the Project, in accordance with Section 42 of the Internal Revenue Code of 1986, as amended, all associated Internal Revenue Service regulations and TCAC regulations.

TCAC. The California Tax Credit Allocation Committee or its successor in function.

Term. The period of time following the date of recordation of this Regulatory Agreement, and ending on the 55th anniversary of recordation of the Certificate of Completion.

Very-Low Income Household. An individual or family whose income does not exceed the qualifying limits for very low income families, as established and amended from time to time by HUD and defined in 24 CFR Section 5.603(b) or as otherwise determined by HCD, pursuant to California Health and Safety Code Section 50105.

Workers Compensation Insurance. Workers compensation insurance complying with the provisions of California law and an employer’s liability insurance policy or endorsement to a liability insurance policy, with a minimum liability limit of $1,000,000 per accident for bodily injury or disease, covering all employees of the Owner. 1 bedroom Unit. Any one of the 1 bedroom Units within the Project. 2 bedroom Unit. Any one of the 2 bedroom Units within the Project. 3 bedroom Unit. Any one of the 3 bedroom Units within the Project. 40% Income Households. An individual or family whose income does not exceed 40% of the Area Median Income established and amended from time to time by HUD applicable to the area in which the Project is located.

Reservation of Property for Affordable Housing. The Owner covenants and agrees to reserve and restrict the Property for construction of the Project and, following completion of construction, until the end of the Term, to reserve and restrict use and residential occupancy of the Qualifying Units by households who, at the time of initial occupancy of a Qualifying Unit and continuously thereafter (subject to the other provisions of this Regulatory Agreement) are members of a Qualifying Household. One 2 bedroom Unit within the Project may be used as a Manager Unit at any given time provided that no Qualifying Unit may be used as a Manager Unit.

Affordable Multi-Family Residential Rental Property Restrictive Covenant. The Owner covenants to and for the benefit of the City that the Owner shall develop, own, manage and operate, or cause the management and operation of, the Project to provide multi-family residential rental housing in the Qualifying Units only to Qualifying Households at an Affordable Rent. The Owner hereby confirms and remakes its covenant set forth in Section 4.1 of the Affordable Housing Agreement to develop the Property with the Project and such covenant is incorporated into this Regulatory Agreement in its entirety by this reference. The Owner will not knowingly permit any Qualifying Unit to be used on a transient basis and will not lease or rent any Qualifying Unit for an initial period of less than 12 months. No Qualifying Unit will, at any time, be leased or rented for use as a hotel, motel, time share, dormitory, fraternity house, sorority house, rooming house, hospital, nursing home, sanitary or rest home.

Continuous Operation Covenant. The Owner covenants to and for the benefit of the City to cause the Project to be continuously operated, in accordance with the other provisions of this Regulatory Agreement, throughout the Term.

Abandonment. The Owner must not abandon or surrender the operation of all or any part of the Project during the Term, except due to material casualty or condemnation.

Rental of Qualifying Units. The Owner covenants that each Qualifying Unit will be occupied or available for occupancy by a Qualifying Household at an Affordable Rent on a continuous basis throughout the Term, in accordance with the following tenant income level mix: [NOTE: These numbers may need to be updated at closing with the consent of the City.] Not less than 8 of the 1 bedroom Units, 4 of the 2 bedroom Units and 3 of the 3 bedroom units shall be occupied or available for occupancy by Qualifying Households that are Extremely Low Income Households; Not less than 6 of the 1 bedroom Units, 5 of the 2 bedroom Units and 6 of the 3 bedroom Units shall be occupied or available for occupancy by Qualifying Households that are 40% Households; Not less than 9 of the 1 bedroom Units, 10 of the 2 bedroom Units and 8 of the 3 bedroom Units shall be occupied or available for occupancy by Qualifying Households that are Very Low Income Households; and Not less than 4 of the 1 bedroom Units, 7 of the 2 bedroom Units and 4 of the 3 bedroom Units shall be occupied or available for occupancy by Qualified Households that are Lower Income Households.

Affordable Rent. The monthly rent charged to a Qualifying Household for the occupancy of a Qualifying Unit shall never exceed an Affordable Rent for such Qualifying Unit calculated as set forth in this Regulatory Agreement.

Rent for Qualifying Units may be increased only once per calendar year, based on changes in Area Median Income; provided that except as otherwise specifically provided in this Regulatory Agreement the rent for each Qualifying Unit must never exceed an Affordable Rent for the Qualifying Unit as necessary to maintain the tenant income mix specified in Section 6.

Determination of Qualifying Household income shall be made by the Owner at the time of initial application by a household for occupancy of a Qualifying Unit. At the time of initial application, the Owner shall require an applicant to complete the Income Certification Form and certify the accuracy of the information provided on such form. On the anniversary date of the Qualifying Household’s occupancy of that Qualifying Unit, the Owner shall require each Qualifying Household occupying a Qualifying Unit to recertify the Qualifying Household’s income on the Income Certification Form. The Owner will make a good faith effort to verify the accuracy of income information provided in any Income Certification Form by an applicant for occupancy of a Qualifying Unit or by a Qualifying Household occupying a Qualifying Unit, by taking one or more of the following steps, as reasonably required or indicated: (i) obtain an income tax return and copy of each W-2 Wage and Earnings Statement for the most recently concluded income tax year; (ii) conduct a credit reporting agency or similar search; (iii) obtain an income verification form from the applicant’s or the Qualifying Household’s current employer(s); (iv) obtain an income verification form from the United States Social Security Administration and/or the California Department of Social Services, if the applicant or the Qualifying Household receives assistance from either of such agencies; or (v) if the applicant or an adult member of a Qualifying Household is unemployed and has no such income tax return, obtain another form of independent verification. All such verification information must only be obtained by the Owner after obtaining the applicant’s or the Qualifying Household’s written consent for the release of such information to the Owner. Failure to consent in writing to the release of such income verification information to the Owner may disqualify an applicant for occupancy of a Qualifying Unit or be grounds for termination of Qualifying Household’s occupancy of a Qualifying Unit.

Any one of the Qualifying Units are not specifically assigned to any qualifying income category (i.e., Extremely Low Income Household, 40% Household, Very Low Income Household or Lower Income Household). The restricted income level of a particular Qualifying Unit may change as Qualifying Units become vacant, a Qualifying Household tenant’s income changes or other Qualifying Units are occupied by Qualifying Households. In all circumstances, though, the rent for each Qualifying Unit shall be an Affordable Rent for the Qualifying Unit as necessary to maintain the restricted income tenant mix required under Section 6. If, upon any recertification, the income of a previously Qualifying Household exceeds 140% of the qualifying income for a Lower Income Household, then, if permitted by TCAC, the Owner or Management Agent must notify such household that its lease for its Qualifying Unit will not be renewed upon the expiration of the then current term of its lease or rental agreement, unless the household again becomes a Qualifying Household upon recertification prior to such expiration. In any event, if the income category of a Qualifying Household upon recertification is different from the previous income of that Qualifying Household (by way of illustration, if an Extremely Low Income Household becomes a Very Low Income Household or a Very Low Income Household becomes an Extremely Low Income Household; or any similar change in the income of a Qualifying Household tenant of the Project), the Owner or Management Agent must rent the next available Unit to a Qualifying Household with an income level that will maintain the tenant income level mix set forth in Section 6. To the extent the federal low-income housing tax credit requirements conflict with the requirements in this Section 7.3 relative to the continued occupancy by households that do not qualify as Qualifying Households, the federal low-income housing tax credit requirements will apply in place of the provisions in this Section 7.3.

The Owner shall maintain on file all Income Certification Forms completed by applicants for occupancy of Qualifying Units and by Qualifying Households that occupied or are occupying Qualifying Units in accordance with Section 6 and must make copies of the rent roll and Income Certification Forms available to the City for its review and approval within 15 days following Notice to the Owner. All tenant files, Income Certifications, income verification documentation, and any other documents that may contain personal identifying information of any tenant (collectively referred to herein as “Tenant Data”) to be provided by Owner to the City or to any third party on the City’s behalf, must be made available either on-site where such Tenant Data is maintained, or via an internet-based document sharing platform selected by Owner. The City agrees to comply with all applicable laws with respect to the handling, maintenance and protection of Tenant Data, including, but not limited to, the provisions of Sections 1798.80 to 1798.84 of the California Civil Code.

The Owner and each Qualifying Household occupying a Qualifying Unit must permit the City to conduct inspections of the Property, the Project and each Qualifying Unit from time-to-time, upon 15 days prior written notice to the Owner, for purposes of verifying compliance with this Regulatory Agreement.

The Owner must submit its first Annual Report to the City on April 30th of the calendar year immediately following the calendar year in which the final Certificate of Completion for the Project was issued by the City. Thereafter, annually on each April 30th during the Term, the Owner must submit an Annual Report to the City. The City must maintain the confidentiality of the information contained in any Annual Report relating to any particular Qualifying Household with the same force and effect as provided in Section 7.4 above.

Rent Increases on Loss of Project Based Vouchers. It is anticipated that 8 of the Qualifying Units occupied by or made available for occupancy by Extremely Low Income Households will receive project-based vouchers made available under the Housing Choice Voucher Program administered for the Project under a Housing Assistance Payments Contract (the "Rental Subsidy") throughout the Term. If through no fault of the Owner, including, without limitation, change in federal law or an action (or inaction) by Congress, material reduction, termination or nonrenewal of the Rental Subsidy occurs, such that the Rental Subsidy is reduced or is no longer available, Owner must, in anticipation of such loss in Rental Subsidy, use good faith, commercially reasonable efforts for a period of 60 days, to obtain alternative sources of rental subsidies and must provide the City with weekly progress reports on Owner’s efforts to obtain alternative sources of rental subsidies. If at the end of such 60-day period Owner is unable to secure an alternate source of rental subsidy, notwithstanding anything contained in Sections 6 and 7 of this Agreement to the contrary, the Owner may increase the Affordable Rent on all of such 8 Qualifying Units to an Affordable Rent for Lower Income Households, subject to the following requirements:

Any such Affordable Rent increase must be pursuant to a transition plan approved by the City showing how the Affordable Rent increase will be phased-in, and which Qualifying Units will be subject to the increase. Such Affordable Rent increase must be consistent with remedial measures set forth in California Code of Regulations Title 4, Division 17, Chapter 1, Section 10337(a)(3) or successor regulation applicable to California's Federal and State Low Income Housing Tax Credit Program, if applicable; At the time Owner requests such an increase in the Affordable Rent, Owner must provide the City with a copy of the proposed Annual Operating Budget showing the impact of the loss or reduction of the Rental Subsidy; Any subsequent Affordable Rent increases remain subject to Section 7.1 above; The number of Extremely Low Income Households occupying Qualifying Units subject to the Affordable Rent increase and the level of Affordable Rent increase may not be greater than the amount reasonably required to ensure that the Project generates sufficient income to cover its operating costs and debt service as shown on the Annual Operating Budget, and as is reasonably necessary to maintain the financial stability of the Project and to permit the Project to meet, among other things, any minimum debt service coverage ratio requirements imposed on the Project by the holder of the Permanent Loan encumbering the Project.

Owner must continue to use good faith commercially reasonable efforts to obtain alternative sources of rental subsidies and must provide the City with annual progress reports on efforts to obtain alternative sources of rental subsidies that would allow the rents on the Qualifying Units occupied by Extremely Low Income Households to be reduced back to the Affordable Rent levels for Extremely Low Income Households, as contemplated by this Agreement. Upon receipt of any alternative rental subsidies, Owner must reduce the rents charged on the Qualifying Units occupied by Extremely Low Income Households which had previously been increased pursuant to this Section 8 back to the Affordable Rents for Extremely Low Income Households as set forth herein, to the extent that the alternative rental subsidies provide sufficient income to cover the operating costs and debt service coverage requirements of the Project as shown on the Annual Operating Budget.

The Owner Covenant Regarding Lease of Qualifying Units. The Owner, for itself, its successors and assigns, covenants and agrees that, if any Qualifying Unit is rented or leased during the Term, such rental or lease must be accomplished through a written lease agreement and all of the following restrictions will apply:

A Qualifying Household must be the record tenant and only occupant of the Qualifying Unit.

The lease for each Qualifying Unit will be for an initial term of not less than twelve (12) months.

Each lease for a Qualifying Unit must contain all of the following provisions:

An agreement authorizing the Owner to immediately terminate the tenancy of a Qualifying Household where one or more members of that Qualifying Household misrepresented any fact material to the qualification of such household as a Qualifying Household; An agreement providing that each Qualifying Household will be subject to annual certification or recertification of income as a condition to continued occupancy of the Qualifying Unit and that a Qualifying Household’s failure to cooperate with the recertification process will constitute grounds for immediate termination of tenancy; An agreement providing that each Qualifying Household may be subject to rental increases in accordance with this Regulatory Agreement; and An agreement providing that the Owner will not discriminate on the basis of race, color, creed, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, source of income, disability, genetic information or receipt of public assistance or housing assistance in connection with rental of a Qualifying Unit, or in connection with the employment or application for employment of persons for operation and management of the Project, and all contracts, applications and leases entered into for such purposes shall contain similar non-discrimination clauses.

The Owner may not terminate the tenancy or refuse to renew the lease or rental agreement of a Qualifying Household except for: (i) serious or repeated violations of the terms and conditions of the lease; (ii) because the previously Qualifying Household is no longer a Qualifying Household; (iii) for violation of applicable Federal, State, or local law; or (iv) for other good cause. The Owner must follow all applicable laws in connection with termination of the tenancy of, or a refusal to renew the lease or rental agreement of, a Qualifying Household.

Tenant Selection Policies and Criteria. The Owner must adopt written tenant selection policies and criteria that:
are consistent with the purpose of providing affordable rental housing for Qualifying Households at an Affordable Rent; are reasonably related to tenant eligibility and ability to perform the obligations of the lease for a Qualifying Unit; give prompt written notice to any rejected applicant of the grounds for rejection; provide that all Qualifying Units must be available for occupancy on a continuous basis to Qualifying Households at an Affordable Rent; and do not give preference to any particular class or group of persons in leasing or renting the Qualifying Units, except to the extent that a tenant must be a Qualifying Household or as may be required by the terms of any agreement that Owner may have entered into for the Project, such as, for example, a program for the Project dealing with tenants who are developmentally disabled individuals Non-Discrimination. All Units in the Project shall be available at an Affordable Rent for occupancy on a continuous basis to Qualified Households. Except as otherwise authorized in this Regulatory Agreement, the Owner shall not give preference to any particular class or group of persons in renting the Qualified Units in the Project. There shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, source of income, disability, or genetic information in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of any Unit. Neither the Owner nor any person claiming under or through the Owner, shall 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, sublessees, subtenants, or vendees of any Unit or in connection with the employment of persons for the operation and management of any Unit, the Project or the Property. All deeds, leases or contracts made or entered into by the Owner as to the Qualifying Units, the Project or the Property or any portion thereof, shall contain covenants prohibiting discrimination, as prescribed by this Regulatory Agreement.

Equal Housing Notice. Owner must provide a statement in all advertisements, notices and signs for the availability of Qualifying Units for lease or rent to the effect that the Owner is an equal housing opportunity provider, and include an equal housing opportunity logotype in all notices, signs and advertisements in print media for the Qualifying Units.

Development and Management of the Project.

Management of Project. The Owner will be responsible for management of the Project including, without limitation, the selection of Qualified Households, certification and recertification of household size, income, gender and the relation of head of household to the household, of all Qualified Households, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. The City will have no responsibility for the management or operation of the Project or the Property. The Project must at all times be managed by a Management Agent reasonably acceptable to the City, with demonstrated ability to operate residential rental facilities similar to the Project in a manner that will provide decent, safe, and sanitary housing. For the purposes hereof, if the Owner directly performs the functions of the Management Agent by its employees or by means of a service contract with an entity which is a partner or an affiliate of a partner in the Owner, such Management Agent will be deemed approved by the City. If the Management Agent is an entity or person other than the Owner or an entity owned or controlled by, or which owns and/or controls, the Owner, the Owner must submit for the City’s approval the identity of any proposed Management Agent, together with additional information relevant to the background, experience and financial condition of any proposed Management Agent, as reasonably requested by the City. If the proposed Management Agent meets the standard for a qualified Management Agent set forth above, the City must approve the proposed Management Agent by notifying the Owner in writing within 30 days following the Owner’s written request for such approval. If the proposed Management Agent is disapproved by the City within 30 days, such disapproval must state with reasonable specificity the basis for disapproval.

If the Owner functions as the Management Agent and the City determines the Owner has not met its management responsibilities, the City will have the right to enter the Project, to review relevant documentation to determine if the Owner is acting in a reasonable manner and, subject to approval of the limited partner of Owner, to require that Owner hire a third party management company acceptable to the City.

Any contract for the operation or management of the Project entered into by Owner with a Management Agent must provide that the contract is subject to the provisions of this Regulatory Agreement. If the Project is not being operated and managed in accordance with the requirements and standards of this Regulatory Agreement, following notice from City and expiration of any applicable cure period, and subject to the approval by the limited partner of Owner and all applicable Law, Owner shall remove the Management Agent and replace the Management Agent with a different Management Agent reasonably approved by the City, pursuant to Section 12.1. Subject to the terms of this Section 12.1.2, Owner’s failure to remove and replace the Management Agent in any such circumstance will constitute an Event of Default by Owner under this Regulatory Agreement.

Insurance.

Required Insurance. To protect the City Parties against all insurable claims resulting from the actions of the Owner in connection with this Regulatory Agreement, the Property and the Project during the Term hereof, the Owner must maintain, or cause the Project to maintain, as an operating cost of the Project, the following insurance (or its then reasonably available equivalent): (a) liability insurance; (b) automobile liability insurance to the extent required by this Regulatory Agreement; (c) property insurance; and (d) workers compensation insurance.

Policy Requirements and Endorsements. All insurance policies required by this Regulatory Agreement must contain (by endorsement or otherwise) the following provisions:

Insured. The Owner’s liability insurance and automobile liability insurance policies must name the City Parties as “additional insured.” The Owner’s fire and extended coverage insurance policy must name the City as a “loss payee.” The coverage afforded to the City Parties must be at least as broad as that afforded to the Owner regarding the Property and the Project and may not contain any terms, conditions, exclusions, or limitations applicable to the City Parties that do not apply to the Owner.

Primary Coverage. Any insurance or self-insurance maintained by the City Parties will be in excess of all insurance required under this Regulatory Agreement and shall not contribute to any insurance required under this Regulatory Agreement.

Contractual Liability. The Owner’s public liability and property damage insurance policy must contain contractual liability coverage for the Owner’s indemnity obligations under this Regulatory Agreement. Whether the Owner obtains such contractual liability coverage will not relieve the Owner from nor satisfy any indemnity obligation of the Owner under this Regulatory Agreement.

Deliveries to the City. The Owner must deliver to the City evidence of all insurance policies required by this Regulatory Agreement. No later than 3 days before any insurance required by this Regulatory Agreement expires, is cancelled or its liability limits are reduced or exhausted, the Owner must deliver to the City evidence of the Owner’s continued maintenance of all insurance required to comply with the provisions of this Regulatory Agreement. Owner must forward any notice of cancellation to the City within 2 business days from date of receipt by the Owner.

Waiver of Certain Claims. The Owner must cause each insurance carrier providing insurance coverage under this Regulatory Agreement to endorse their applicable policy(ies) with a waiver of subrogation with respect to the City Parties, if not already in the policy. To the extent that the Owner obtains insurance with a waiver of subrogation, the parties release each other, and their respective authorized representatives, from any claims for damage to any person or property to the extent such claims are paid by such insurance policies obtained pursuant to and in satisfaction of the provisions of this Regulatory Agreement.

No Claims Made Coverage. All of the insurance required under this Regulatory Agreement must be written on an “occurrence” basis, as applicable.

Fully Paid and Non-Assessable. All insurance obtained and maintained by the Owner pursuant to this Section 12.2 must be fully paid for and non-assessable. However, such insurance policies may be subject to insurer audits.

City Option to Obtain Coverage. During the continuance of an Event of Default arising from the failure of the Owner to carry any insurance required by this Regulatory Agreement, the City may, at its option, purchase any such required insurance coverage. In such event, the City shall be entitled to immediate payment from the Owner of any premiums and associated reasonable costs paid by the City for such insurance coverage. Any amount becoming due and payable to the City under this Section 12.2.4 that is not paid within 15 calendar days after written demand from the City for payment of such amount, with an explanation of the amounts demanded, will bear interest from the date of the demand until the date paid at the rate of 8 % per annum or the maximum interest rate allowed by applicable law, whichever is less. Any election by the City to purchase or not to purchase insurance otherwise required by the terms of this Regulatory Agreement will not relieve the Owner of its obligation to obtain and maintain any insurance coverage required by this Regulatory Agreement.

Separation of Insured. The Owner’s liability insurance and automobile liability insurance policies must provide for separation of insured for the Owner and the City Parties. Insurance policies obtained in satisfaction of or in accordance with the requirements of this Regulatory Agreement may provide a cross-suits exclusion for suits between named insureds, but must not exclude suits between named insureds and additional insureds.

Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions under insurance policies required by this Regulatory Agreement must be declared to and reasonably approved by the City. The Owner must pay all such deductibles or self-insured retentions regarding the City Parties or, alternatively, the insurer under each insurance policy required by this Section 12.2 shall eliminate such deductibles or self-insured retentions with respect to the Authority Parties.

No Separate Insurance. The Owner shall not carry separate or additional insurance concurrent in form or contributing in the event of loss with that required under this Regulatory Agreement, unless the Authority is made an additional insured thereon, as required by this Regulatory Agreement.

Insurance Independent of Indemnification. The insurance requirements of this Regulatory Agreement are independent of the Owner indemnification and other obligations under this Regulatory Agreement and shall not be construed or interpreted in any way to satisfy, restrict, limit, or modify the Owner’s indemnification or other obligations or to limit the Owner’s liability under this Regulatory Agreement, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall the provision of such insurance preclude the Authority from taking such other actions as are available to it under any other provision of this Regulatory Agreement or otherwise at law or in equity.

Nature of Insurance. The policies of insurance required by this Regulatory Agreement shall be issued by carriers that: (a) are listed in then current “Best’s Key Rating Guide—Property/Casualty—United States & Canada” publication (or its equivalent, if such publication ceases to be published) with a minimum financial strength rating of “A-” and a minimum financial size category of “XI” (exception may be made for the California Compensation Insurance Fund when not specifically rated); and (b) are authorized to do business in California. The Owner may provide any insurance under a “blanket” or “umbrella” insurance policy, provided that: (i) such policy or a certificate of such policy shall specify the amount(s) of the total insurance allocated to the Property and the Project, which amount(s) shall equal or exceed the amount(s) required by this Regulatory Agreement; and (ii) such policy otherwise complies with this Regulatory Agreement.

Maintenance of the Project. The Owner, for itself, its successors and assigns, hereby covenants and agrees that the exterior areas of the Project which are subject to public view (e.g.: all improvements, paving, walkways, landscaping, and ornamentation) shall be maintained in good repair and in a neat, clean and orderly condition, ordinary wear and tear excepted. In the event that at any time during the Term, there is an occurrence of an adverse condition on any area of the Project which is subject to public view in contravention of the general maintenance standard described above (“Maintenance Deficiency”), then the Authority shall notify the Owner in writing of the Maintenance Deficiency and give the Owner thirty (30) calendar days from the date of such notice to cure the Maintenance Deficiency as identified in the notice, or such additional time as reasonably necessary to cure the Maintenance Deficiency, if such Maintenance Deficiency cannot reasonably be cured within such thirty (30) -day period. “Maintenance Deficiency” includes, without limitation, the following inadequate or non-conforming property maintenance conditions and/or breaches of residential property use restrictions: (i) failure to properly maintain the windows, structural elements, and painted exterior surface areas of the buildings in the Project in a clean and presentable manner; (ii) failure to keep the common areas of the Project free of accumulated debris, appliances, inoperable motor vehicles or motor vehicle parts, or free of storage of lumber, building materials or equipment not regularly in use on the Property; and (iii) failure to regularly maintain, replace and renew the landscaping in a reasonable condition free of weeds and debris.

In the event the Owner fails to cure or commence to cure the Maintenance Deficiency within the time allowed, after written notice to the Owner given by City no less than 10 calendar days prior to the scheduled date of a public hearing, the City may conduct a public hearing in order to verify whether a Maintenance Deficiency exists and whether the Owner has failed to comply with the provision of this Section 13. If, upon the conclusion of a public hearing, the City makes a finding that a Maintenance Deficiency exists and that there appears to be non-compliance with the general maintenance standard described above, then the City will have the right to enter the Project (exterior areas of the Project which are subject to public view only) and perform all acts necessary to cure the Maintenance Deficiency, or to take other action at law or equity then available to the City to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency as authorized by this Section 13.1 will be promptly due and payable to the City by Developer.

Graffiti which is visible from any public right-of-way which is adjacent or contiguous to the Project must be removed by the Owner from any exterior surface of a structure or improvement on the Project by either painting over the evidence of such vandalism with a paint which has been color-matched to the surface on which the paint is applied or removing the same with solvents, detergents or water as appropriate. In the event that graffiti is placed on the Project (exterior areas only) the areas visible from an adjacent or contiguous public right-of-way, and thereafter such graffiti is not removed within no more than 3 business days following the time of its application or the Owner’s actual knowledge of its existence, whichever occurs later, then in such event and without notice to the Owner, the City will have the right, but not an obligation, to enter the Project and remove the graffiti. Any sum expended by the City to remove graffiti from the Project as authorized by this Section 13.2 will be promptly due and payable to the City by Developer.

Capital Replacement Reserve Account. The Owner must establish an account for the payment of repair and replacement of capital items (“Capital Replacement Reserve Account”) in an initial amount required by the holder of the Permanent Loan for the Project or the limited partner of the Owner. Each year thereafter, the Owner must deposit into the Capital Reserve Replacement Account from residual receipts produced from operation of the Project an amount of $350 per Unit per year, or such greater amount as may be required by the holder of the Permanent Loan for the Project or the limited partner of the Owner.

Capital Repairs and Replacements. Capital repairs and replacements which may be paid from the Capital Replacement Reserve Account will include, but not be limited to, the following: wet and dry utilities; roof repair and replacement; stucco repair and replacement; exterior painting; carpet and vinyl or other hard surface flooring replacement; replacement of drapes; replacement of dishwashers, garbage disposals and other interior appliances; repair and replacement of heating, ventilating and air conditioning systems, equipment and components; installation, repair and replacement of solar panels, inverters and related equipment; and pavement and parking area repair or replacement, sealing and restriping. Interior painting and servicing, repair or replacement of interior hardware will be considered ordinary operating expenses for the Project and not capital repair. The Owner may withdraw funds from the Capital Replacement Reserve Account to pay such capital repair and replacement expenses as the Owner may deem necessary for the purposes of meeting the maintenance and replacement obligations described herein. The Capital Replacement Reserve Account must be maintained in a depository insured by an agency of the federal government. Any interest or other earnings from sums deposited into the Capital Replacement Reserve Account will be retained in and added to the balance in said account.

Withdrawals from Reserve Account. Withdrawals from Reserve Account. On an annual basis, the Owner will notify the City of the anticipated amounts which will need to be withdrawn from the Capital Replacement Reserve Account. Amounts so budgeted may be withdrawn by the Owner from the Capital Replacement Reserve Account without City approval. Other withdrawals for unbudgeted, unanticipated or emergency Project expenditures may be withdrawn by the Owner without prior City approval, but the Owner must notify the City in writing within 10 calendar days after withdrawal. All such amounts must be expended on the Project and in accordance with this Regulatory Agreement. Other than for budgeted expenditures, withdrawals in excess of $25,000 in any one calendar year shall be pre-approved by the City in its reasonable discretion, subject to the rights of any Senior Lenders or the limited partner of the Owner.

Documentation. Annually, or more frequently at the City’s reasonable request, the Owner will document the level of capital repairs and replacements for the preceding period. The Owner must maintain and provide to City as requested documentation showing the quantity and price of items purchased, price of materials and the cost of contracted labor or other services incurred in connection with such capital repair and replacement, and such other items as the City may reasonably request.

Capital Needs Assessment. If requested in writing by the City, the Owner must deliver to the City, for the City’s reasonable review and approval, a capital needs assessment (“CNA”) no more often than every 10 years after the date of the Certificate of Completion for the Project. Each CNA must include a 10-year capital needs assessment or analysis of replacement reserve requirements prepared by a qualified third party in accordance with reasonable and customary standards for similar affordable housing residential rental projects. The CNA must include an analysis of the Owner’s actual expenditures for capital needs compared to the most recently approved CNA as well as the Owner’s original operating budget and its then-current operating budget.

Displacement of Residents and Relocation. The Owner must make reasonable commercial efforts to conduct capital repairs and replacements and ordinary repair and maintenance (collectively, “Repairs”) in a manner that does not results in the displacement of any of the residents of the Units. If any of the Owner’s actions to conduct Repairs result in displacement of any of the Units’ residents, the Owner must notify the City in writing prior to conducting such Repairs, identifying the residents to be displaced, the Units they will be displaced from, and the estimated length of time such residents will be displaced. If the displacement of the residents triggers relocation obligations under applicable state or federal law, the Owner will be responsible to pay any and all such relocation obligations and related expenses. The Owner will comply with all applicable federal, state and local laws, rules and regulations regarding such relocation obligations and related expenses, including any relocation requirements required by the City. The Owner will defend, indemnify and hold harmless the City Parties from and against all liability for any relocation obligations and related expenses attributable to any Repairs.

Covenants to Run With the Land. The Owner and the City hereby declare their specific intent that the covenants, reservations and restrictions set forth in this Regulatory Agreement are part of a plan for the promotion and preservation of affordable housing within the territorial jurisdiction of the City and that each will be deemed covenants running with title to the Property and will be binding upon the Property and each successor-in-interest of the Owner in the Property for the Term. The City and the Owner hereby further declare their understanding and intent that the benefit of such covenants touch and concern the Property by enhancing and increasing the enjoyment and use thereof by the intended beneficiaries of such covenants, reservations and restrictions, and by furthering the affordable housing goals and objectives of the City and in order to make the Property available for acquisition by the Owner. The Owner expressly assumes the duty and obligation to perform each of the covenants and to honor each of the reservations and restrictions in this Regulatory Agreement which are Owner’s obligation to perform or comply with. Each and every contract, deed or other instrument hereafter executed covering or conveying the Property or any interest therein will conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations, and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instrument. [Intentionally Omitted]
Meet and Confer Prior to End of Term. Not less than 12 months prior to the end of the Term of this Agreement, the City and the Owner must meet and confer to discuss opportunities to extend the Term of this Regulatory Agreement, or otherwise maintain the affordability of the Qualifying Units. If after such meet and confer process the Parties are unable to agree upon a means to maintain the affordability of the Qualifying Units, the Parties will further discuss a process to transition the existing residents of the Qualifying Units into suitable replacement housing.

Defaults.

Events of Default. The occurrence of any of the following is a default and will constitute a material breach of this Regulatory Agreement and, if not corrected, cured or remedied in the time period set forth in Section 17.2, will constitute an “Event of Default” hereunder:
failure of the Owner or any person under its direction or control to comply with or perform when due any material term, obligation, covenant or condition contained in this Regulatory Agreement which Owner is obligated to comply with or perform; any warranty, representation or statement made or furnished to the City by the Owner under this Regulatory Agreement that is false or misleading in any material respect (meaning that it materially impacts the consideration that the City receives under this Agreement, including but not limited to the affordability of the Qualifying Units) either now or at the time made or furnished; insolvency, dissolution or termination of the existence of the Owner, appointment of a receiver over any part of the property of the Owner which is not removed within 60 days following appointment, any assignment by Owner for the benefit of creditors, any type of creditor workout or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Owner; or an Event of Default pursuant to the Affordable Housing Agreement.

Notice of Default. The City shall give written notice of default to the Owner, in accordance with Section 24, stating that such notice is a “Notice of Default”, specifying the default complained of by the City and requiring the default to be remedied within 30 calendar days of the date of the Notice of Default. Except as required to protect against further material damage to the Project, the City may not institute legal proceedings against the Owner until 30 calendar days have elapsed after providing the Notice of Default to the Owner without a cure or remedy thereof by or on behalf of Owner. Failure or delay in giving a Notice of Default shall not constitute a waiver of any default, nor shall it change the time of occurrence of the default. If the default specified in the Notice of Default is such that it is not reasonably capable of being cured within 30 calendar days, and if the Owner initiates corrective action within said 30-calendar day period and diligently works to effect a cure as soon as reasonably possible thereafter, then the Owner may have such additional time as reasonably necessary to complete the cure of the default prior to exercise by City of any remedy available to it for the occurrence of an Event of Default. The City shall give the limited partner of the Owner the following notice and cure rights:

The City will give the limited partner a copy of any Notice of Default (at the limited partner's address provided in a notice by the Owner to the City) that the City gives to the Owner under this Regulatory Agreement, provided that Owner or the limited partner has provided the address and contact information for the limited partner in writing to the City; The City will give the limited partner 30 days after the limited partner's receipt of such Notice to cure a non-payment of any sum due under this Regulatory Agreement; The City will give the limited partner 60 days after the limited partner's receipt of such Notice to cure any other default under this Regulatory Agreement; If a non-monetary default is incapable of being cured within 60 days, the City will give the limited partner an additional 90 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; and If the limited partner makes any such payment or otherwise cures such default, the City will accept the same as curing such default with the same force and effect as if such payment or cure were made by the Owner.

Inaction Not a Waiver of Default. If the Owner fails to take (or commence to take, as applicable) corrective action relating to a default within 30 calendar days following the date it has received a Notice of Default or fails to complete the cure within the additional time provided for above or if the limited partner of Owner fails to complete a cure or remedy of the default within the time set forth above for the limited partner to do so, an Event of Default will be deemed to have occurred. Any failure or delays by the City in asserting any of its rights and remedies as to any default will not operate as a waiver of any such default or of any such rights or remedies. Delays by the City in asserting any of its rights and remedies shall not deprive the City of its right to institute and maintain any actions or proceedings which it may reasonably deem necessary to protect, assert or enforce any such rights or remedies.

Remedies. Upon the occurrence of an Event of Default, the City shall, in addition to the remedial provisions of Section 12 related to a Maintenance Deficiency at the Property, be entitled to seek any appropriate remedy or damages by initiating legal proceedings as follows: (i) by mandamus or other suit, action or proceeding at law or in equity, to require the Owner to perform its obligations and covenants hereunder, or enjoin any acts or things which may be unlawful or in violation of the rights of the City; or (ii) by other action at law or in equity as necessary or convenient to enforce the obligations, covenants and agreements of the Owner to the City.

Rights and Remedies are Cumulative. The rights and remedies of the City as set forth in this Section 18 are cumulative and the exercise by the City 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 Owner.

Enforcement by Third Parties. No third party shall have any right or power to enforce any provision of this Regulatory Agreement on behalf of the City or to compel the City to enforce any provision of this Regulatory Agreement against the Owner or the Project.

Governing Law. This Regulatory Agreement shall be governed by applicable federal laws and by the laws of the State of California, without regard to its conflicts of laws principles.

Amendment. This Regulatory Agreement may be amended after its recordation only by a written instrument executed by the Owner and the City.

Attorney’s Fees. In the event that a party to this Regulatory Agreement brings an action to enforce any condition or covenant, representation or warranty in this Regulatory Agreement or otherwise arising out of this Regulatory Agreement, the prevailing party(ies) in such action will be entitled to recover from the other party reasonable attorneys’ fees to be fixed by the court in which a judgment is entered, as well as the costs of such suit.

Severability. If any provision of this Regulatory Agreement should be declared invalid, inoperative or unenforceable by a final judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability will not affect the remaining parts of this Regulatory Agreement, which are hereby declared by the parties to be severable from any other part which is found by a court to be invalid or unenforceable.

Time is of the Essence. For each provision of this Regulatory Agreement which states a specific amount of time within which the requirements thereof are to be satisfied, time will be deemed to be of the essence.

Notices, Demands and Communications Between the Parties. Any and all notices, demands or communications submitted by any Party to another Party pursuant to or as required by this Regulatory Agreement will be proper, if in writing and delivered (i) personally, (ii) by a nationally recognized overnight courier service that provides a receipt with a time and date of delivery, (iii) by registered or certified United States mail, postage prepaid, return receipt requested, to the principal office of the City, the Owner or the limited partner, as applicable, or (iv) as a PDF or similar attachment to an email, provided that such email attachment will be followed that same day by a copy thereof sent ordinary U.S. mail, postage prepaid. Such notices, demands or communications may be sent in the same manner to such other addresses as a Party or a limited partner may from time to time designate. Any such notice, demand or communication will be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt; on the day that it is delivered by personal delivery; on the date of delivery by a nationally recognized overnight courier service; or via electronic mail, whether accepted or refused, provided that if any notice or other communication to be delivered by email attachment as provided herein cannot be transmitted because of a problem affecting the receiving Party’s computer, the deadline for receiving such notice or other communication will be extended through the next business day; as shown by the addressee’s return receipt if by certified mail; as confirmed by the courier service if by courier; or 3 calendar days after it is placed in the United States mail. Provided, however, that if actual delivery occurs after 5:00 p.m. local time where received, or on a non-business day, then such notice or communication so made will be deemed effective on the first business day after the day of actual delivery. Rejection, other refusal to accept or the inability to deliver any notice because of a changed address of which no notice was given, or due to any other action by a person or entity to whom notice is sent, will be deemed receipt of the notice. Attorneys for any Party will be entitled to provide any notice that a Party desires to provide or is required to provide hereunder.

The following are the authorized addresses for the submission of notices to the parties, as of the date of this Regulatory Agreement:

To the Owner:

To the limited partner:
____________________________________
c/o National Community Renaissance of California
9421 Haven Avenue
Rancho Cucamonga, CA 91730
Attn: Michael Ruane
(T) (909) 483-2444
Email: [email protected]
_________________________________
_________________________________
_________________________________
_________________, ___ ___________
Attn: ____________________________
(T) ____ - _______
Email: ___________________________
To the City:

City of Pomona
505 South Garey Avenue
Pomona, California 91766
Attn: City Manager
Recording. The parties hereto will cause this Regulatory Agreement to be recorded in the official records of the County of Los Angeles.

No Third Party Beneficiary. No claim as a third-party beneficiary under this Regulatory Agreement by any person, corporation or any other entity, may be made or be valid against the City or the Owner.

Prohibition Against Transfer.

Except as expressly provided in the Affordable Housing Agreement, the Owner may not, without prior written approval of the City, which may not be unreasonably withheld, delayed or conditioned: (i) assign or attempt to assign this Regulatory Agreement or any right herein; or (ii) make any total or partial sale, transfer, conveyance, lease, leaseback, or assignment of the whole or any part of the Property or the improvements thereon, with the exception of leases of the Units as permitted by this Regulatory Agreement, or permit to be placed on any of the Property any unauthorized mortgage, deed of trust, encumbrance or lien.

In the absence of specific written agreement or approval by the City, no unauthorized sale, transfer, conveyance, lease, leaseback or assignment of the Property will be deemed to relieve the Owner or any other party from any obligations under this Regulatory Agreement.

City Approvals and Actions. The City Manager will have the authority to make approvals, issue interpretations, waive provisions, grant extensions of time, approve amendments to this Regulatory Agreement and execute documents on behalf of the City (to the extent not provided otherwise in this Regulatory Agreement), including, without limitation, any documents necessary to implement any changes in the number or affordability of the Qualifying Units, as may be required by TCAC, so long as such actions do not reduce the length of affordability of the Qualifying Units or add to the costs incurred or to be incurred by the City as specified herein. The City Manager reserves the right, in his or her sole and absolute discretion, to submit any requested modification, interpretation, amendment or waiver to the City Council if the City Manager determines or believes that such action could increase the risk, liability or costs to the City, or reduce the length of affordability of the Project.

Unavoidable Delay; Extension of Time of Performance. Performance by or for Owner under this Regulatory Agreement will not be considered to be, or deemed to be, in default if any such default is due to an Unavoidable Delay that is not attributable to the fault of Owner. An extension of time for any Unavoidable Delay will be for the period of the Unavoidable Delay and will commence to run from the date of occurrence of the Unavoidable Delay, so long as Owner provides City with written notice of the occurrence of the Unavoidable Delay within 30 days of the commencement of such asserted Unavoidable Delay. “Unavoidable Delay” means any delay that is caused in all material respects by the City or any of its agencies, or that is beyond the control of the Owner, including delay caused by strikes, acts of God, pandemics, epidemics, declarations or proclamations of emergency by the City, the State, or the Federal government, inability to obtain labor or materials, inability to obtain governmental permits or approvals, governmental restrictions, civil commotion, fire or similar causes. Changes in either general economic conditions or changes in any economic assumptions which Owner may have made will not constitute an Unavoidable Delay. Owner expressly assumes the risks that changes in general economic circumstances or changes in economic assumptions made by Owner could impose an inconvenience or hardship on the continued performance by or for Owner under this Regulatory Agreement.

IN WITNESS WHEREOF, the Owner and the City have caused this Regulatory Agreement to be signed, acknowledged and attested on their behalf by duly authorized representatives in counterpart original copies which will upon execution by all Parties, be deemed to be one original document. [Signatures on following pages]

CITY SIGNATURE PAGE
TO

REGULATORY AGREEMENT
(Mission Blvd and Palomares St)
CITY:

CITY OF POMONA
A California municipal corporation
By:
________________
City Manager
ATTEST:

City Clerk
Date: , 202__

OWNER SIGNATURE PAGE
TO

REGULATORY AGREEMENT
(Mission Blvd and Palomares St)
OWNER:
______________, a California limited partnership
By its general partner
By: _________________________________
Name: _______________________________
Title: _______________________________
Dated: _____________, 202__
ATTACHMENT NO. 1
TO

REGULATORY AGREEMENT
(Mission Blvd and Palomares St)
Property Legal Description
[to be inserted]
ATTACHMENT NO. 2
TO

REGULATORY AGREEMENT
(Mission Blvd and Palomares St)
Certification of Tenant Eligibility
NOTE TO PROPERTY OWNER: This form is designed to assist you in computing Annual Income.

Re: Mission Blvd and Palomares St, Pomona, California
I/We, the undersigned, state that I/we have read and answered fully, frankly and personally each of the following questions for all persons who are to occupy the unit being applied for in the property listed above. Listed below are the names of all persons who intend to reside in the unit:

1. 2.

3. 4.

5. Names of
Members of
Household
Relationship
to Head of
Household
Age
Social
Security
Number
Place of
Employment

6. Head of Household (check one):

Mother: ____
Father: ____
Other: _____________ (specify relationship – i.e. legal guardian, sister, brother, etc.) Income Computation

7. The total anticipated income, calculated in accordance with the provisions of this Section 7, of all persons over the age of 18 years listed above for the 12-month period beginning the date that I/we plan to move into a unit is $ ____________________.

Included in the total anticipated income listed above are:
(a) all wages and salaries, overtime pay, commissions, fees, tips and bonuses and other compensation for personal services, before payroll deductions; (b) the net income from the operation of a business or profession or from the rental of real or personal property (without deducting expenditures for business expansion or amortization of capital indebtedness or any allowance for depreciation of capital assets); (c) interest and dividends (including income from assets excluded below); (d) the full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of period receipts, including any lump sum payment for the delayed start of a periodic payment; (e) payments in lieu of earnings, such as unemployment and disability compensation, workmen’s compensation and severance pay; (f) the maximum amount of public assistance available to the above persons other than the amount of any assistance specifically designated for shelter and utilities; (g) periodic and determinable allowances, such as alimony and child support payments and regular contributions and gifts received from persons not residing in the dwelling; (h) all regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is the head of the household or spouse; and (i) any earned income tax credit to the extent that it exceeds income tax liability.

Excluded from such anticipated income are:
(a) casual, sporadic or irregular gifts;
(b) amounts which are specifically for or in reimbursement of medical expenses; (c) lump sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and workmen’s compensation), capital gains and settlement for personal or property losses; (d) amounts of educational scholarship paid directly to the student of the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, book and equipment. Any amounts of such scholarships, or payments to veterans not used for the above purposes, are to be included in income. (e) special pay to a household member who is away from home and exposed to hostile fire; (f) relocation payments under Title 11 of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; (g) foster child care payments;
(h) the value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1977; (i) payments to volunteers under the Domestic Volunteer Service Act of 1973; payments received under the Alaska Native Claims Settlement Act. (j) income derived from certain submarginal land of the United States that is held in trust for certain Indian tribes; (k) payments or allowances made under the Department of Health and Human Services’ Low-Income Home Energy Assistance Program; (l) payments received from the Job Training Partnership Act; (m) the first $2,000 of per capita shares received from judgment funds awarded by the Indian Claims Commission or the Court of Claims.

8. Do the persons whose income or contributions are included in item 6 above:
(a) have savings, stocks, bonds, equity in real property or other form of capital investment (excluding the values of necessary items of personal property such as furniture and automobiles and interests in Indian trust land)? ___ Yes ____ No; or (b) have they disposed of any assets (other than at a foreclosure or bankruptcy sale) during the last two years at less than fair market value? ___Yes ___No (c) If the answer to (a) or (b) above is yes, does the combined total value of all such assets owned or disposed of by all such persons total more than $5,000? ___Yes ___No (d) If the answer to (c) is yes, state:
(i) the amount of income expected to be derived from such assets in the 12-month period beginning on the date of initial occupancy in the unit that you propose to rent: $______; and (ii) the amount of such income, if any, that was included in item 6 above: $______

9. (a) Are all of the individuals who propose to reside in the unit full-time students*? ____Yes ____No *A full-time student is an individual enrolled as a full-time student during each of five calendar months during the calendar year in which occupancy of the unit begins at an educational organization which normally maintains a regular faculty and curriculum and normally has a regularly enrolled body of students in attendance and is not an individual pursuing a full-time course of institutional or farm training under the supervision of an accredited agent of such an educational organization or of a state or political subdivision thereof. (b) If the answer to 8(a) is yes, is at least one of the proposed occupants of the unit a husband and wife entitled to file a joint federal income tax return? ____Yes ____No

10. Neither myself nor any other occupant of the unit I/we propose to rent is the Owner of the property in which the unit is located (hereinafter the “Owner”), has any family relationship to the Owner or owns, directly or indirectly, any interest in the Ownership. For purposes of this section, indirect Ownership by an individual shall mean the Ownership by a family member, the Ownership by a corporation, partnership, estate or trust in proportion to the Ownership or beneficial interest in such corporation, partnership, estate or trust held by the individual or a family member, and the Ownership, direct or indirect, by a partner of the individual.

11. This certificate is made with the knowledge that it will be relied upon by the Owner to determine maximum income for eligibility to occupy the unit; and I/we declare that all information set forth herein is true, correct and complete and, based upon information I/we deem reliable and that the statement of total anticipated income contained in Section 7 is reasonable and based upon such investigation as the undersigned deemed necessary.

12. I/we will assist the Owner in obtaining any information or documents required to verify the statements made herein, including either an income verification from my/our present employer(s) or copies of federal tax returns for the immediately preceding calendar year.

13. I/we acknowledge that I/we have been advised that the making of any misrepresentation or misstatement in this declaration will constitute a material breach of my/our agreement with the Owner to lease the units and will entitle the Owner to prevent or terminate my/our occupancy of the unit by institution of an action for eviction or other appropriate proceedings.

14. Housing Issuer Statistical Information (Optional--will be used for reporting purposes only):

Marital Status: _____________________________
Race (Head of Household)
White ________ Asian ________ Hispanic ________
African-American ________ Native American ________ Other ________ Physical Disability: Yes ________ No ________
I/we declare under penalty of perjury that the foregoing is true and correct.

Executed this ________ day of__________, ____ in the County of Los Angeles, California. ____________________________________
Applicant
____________________________________
Applicant
[Signature of all persons over the age of 18 years listed in number 2 above required] FOR COMPLETION BY PROPERTY THE OWNER ONLY:

1. Calculation of eligible income:
(a) Enter amount entered for entire household in 6 above: $______________ (b) (1) If answer to 7(c) above is yes, enter the total amount entered in 7(d)(1), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance ($_______________); (2) Multiply the amount entered in 7(c) times the current passbook savings rate to determine what the total annual earnings on the amount in 7(c) would be if invested in passbook savings ($________), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance (3) Enter at right the greater of the amount calculated under (1) or (2) above: $_____________; (c) TOTAL ELIGIBLE INCOME
(Line l(a) plus line 1(b)(3): $________________

2. The amount entered in l(c):
_____ Qualifies the applicant(s) as a Qualified Household. _____ Does not qualify the applicant(s) as Qualified Household.

3. Apartment unit assigned:

Bedroom Size: ______ Rent: $________

4. This apartment unit [was/was not] last occupied for a period of 31 consecutive days by persons whose aggregate anticipated annual income, as certified in the above manner upon their initial occupancy of the apartment unit, qualified them as a Qualified Household.

5. Method used to verify applicant(s) income:
_____ Employer income verification.
_____ Copies of tax returns.
_____ Other (_____________________)
_________________________________
Manager
The undersigned employee has applied for a rental unit located in a project financed in part by the City of Pomona for persons of very low income. Every income statement of a prospective tenant must be stringently verified. Please indicate below the employee’s current annual income from wages, overtime, bonuses, commissions or any other form of compensation received on a regular basis.

Annual wages ________ Overtime ________ Bonuses ________ Commissions ________
Total current income ____________
I hereby certify that the statements above are true and complete to the best of my knowledge. _____________________________ _______________ ______________________________ Signature Date Title
I hereby grant you permission to disclose my income to ____________________________ in order that they may determine my income eligibility for rental of an apartment at [_____________________]. _____________________________ _______________
Signature Date
Please send to: ________________________________________ ________________________________________
________________________________________
I hereby attach copies of my individual federal and state income tax returns for the immediately preceding calendar year and certify that the information shown in such income tax returns is true and complete to the best of my knowledge. _____________________________ _______________
Signature Date
ATTACHMENT NO. 3
TO

REGULATORY AGREEMENT
(Mission Blvd and Palomares St)
Certificate of Continuing Program Compliance
For Annual Reporting Period Ending
The undersigned, _______________, as the authorized representative of _________________ , a California limited partnership (“Owner”), has read and is thoroughly familiar with the provisions of the various documents associated with the financial assistance provided by the City of Pomona (“City”), as established in numerous documents including the Regulatory Agreement, dated as of __________, 202__, between the Owner and the City.

As of the date of this Certificate, the following percentage of residential units in the Project are (i) occupied by Qualified Households (as such term is defined in the Regulatory Agreement) or (ii) are currently vacant and being held available for such occupancy and have been so held continuously since the date a Qualified Household vacated such unit, as indicated:

Number of Units occupied by Qualified Households: ________________ Number of Vacant Units: ________________
Number of Qualified Households who commenced
occupancy during the preceding reporting period: ________________ Attached is a separate sheet (“Occupancy Summary”) listing, among other items, the appropriate information for each residential unit in the Project, the occupants of each unit and the rent paid for each unit. The information contained thereon is true and accurate and reasonable and is based on information submitted to the Owner and is certified under penalty of perjury by each tenant. [Signatures on following page]

The undersigned hereby certifies that (1) a review of the activities of the Owner during such reporting period and of the Owner’s performance under the Regulatory Agreement has been made under the supervision of the undersigned; and (2) to the best of the knowledge of the undersigned, based on the review described in clause (1) hereof, the Owner is not in default under any of the terms and provisions of the above documents.

Dated:______________________ OWNER
__________________, a California limited partnership

By: ______________________________
Name:_______________________________
Its: _________________________________

OCCUPANCY SUMMARY
Total Number of Units in the Project: ___________
Total Units occupied by Qualified Households: ___________ Total Units available for rent to Qualified Households: ___________ ATTACHED IS THE FOLLOWING INFORMATION:

A. Resident and rental information on each occupied apartment in the complex.

B. Certification of Tenant Eligibility for all Qualified Households who have moved into ________________, Pomona, California, since the filing of the last Occupancy Summary. The same are true and correct to the best of the undersigned’s knowledge and belief.

Dated:______________________ OWNER:
______________________, a California limited partnership

By:

Name:

Its:

EXHIBIT I
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares St)
Form of Promissory Note – Land Loan
[Attached Behind This Page]
PROMISSORY NOTE – LAND LOAN

SECURED BY DEED OF TRUST
(Mission Blvd and Palomares St)
Principal Amount: [$4,500,000]
Date of Note: ______, 202__
Maker: ____________________, California limited partnership Lender: City of Pomona, a California municipal corporation Maturity Date: 55 years from the date on which the Construction Financing converts to the Permanent Loan Interest Rate: 3%
Land Loan.

FOR VALUE RECEIVED, the undersigned ____________, a California limited partnership (“Maker”), with its principal place of business located at 9421 Haven Avenue, Rancho Cucamonga, CA 91730, promises to pay to the City of Pomona, a California municipal corporation (the “City” or “Holder”) at 505 South Garey Avenue, Pomona, California 91766, or such place as the Holder may, from time to time, designate by written notice to the Maker, the principal sum of $4,500,000.00 (the “Land Loan”), together with any accrued interest, if applicable, as set forth in this Promissory Note – Land Loan (the “Note”). This Note is made and given pursuant to that certain Affordable Housing Disposition and Development Agreement between the City and Maker’s predecessor-in-interest, dated __________, 202__ (the “Affordable Housing Agreement”). The Affordable Housing Agreement is incorporated herein by this reference. All initially capitalized terms used but not defined herein will have the meanings given to them in the Affordable Housing Agreement. The Land Loan is made to enable Maker to pay the purchase price for the conveyance of the Property by City to Maker in accordance with the terms and conditions of the Affordable Housing Agreement.

Term of Loan and Right of Prepayment.
a. Maturity Date. All accrued interest, if any, and unpaid principal will be due and payable in full without any further demand or notice 55 years from the date the Construction Financing converts to or is paid in part by a Permanent Loan (“Maturity Date”). b. Prepayment. This Note may be prepaid in whole or in part at any time and from time to time without penalty or premium.

Security for Note.

This Note is secured by a Deed of Trust – Land Loan executed by Maker which encumbers certain real property described therein and in the Affordable Housing Agreement.

Interest Calculation.

Except in the case of Default as set forth in Section 9 of this Note, the principal outstanding from time to time on this Note will accrue uncompounded simple interest at the rate of 3% per annum. Principal and interest shall be payable in lawful money of the United States of America. Interest will be computed based on an actual day year and the actual number of days elapsed.

Annual Payment.

Maker shall make payments on this Note to the City from a share of “Residual Receipts” (as defined in this Note) received from the operation of the Project located upon the real property encumbered by the Deed of Trust – Land Loan securing this Note. Payments must be made annually on or before April 15th of each calendar year based upon the operation of the Project for the prior calendar year, with the first such payment due on April 15th of the year in which the Construction Financing converts to or is paid in part by a Permanent Loan, and continuing each April 15th thereafter until this Note has been paid in full. This Note is one of two promissory notes held by the City, each of which is secured by a deed of trust on the Property sold by City to Maker. The Deed of Trust – Land Loan will be an obligation on the Property junior and subordinate only to the lien of the Permanent Loan and the deed of trust securing the same. The deed of trust held by City securing the second monetary obligation from Maker to City (the “Promissory Note – Project Loan”) will be junior in priority to the Deed of Trust – Land Loan and will have such priority among other obligations payable to Subordinate Lenders as is established in the Affordable Housing Agreement. All payments received by the City from the Maker will be applied first to pay this Note in full and then to repay the Promissory Note – Project Loan. a. Annual Payments from Residual Receipts. Maker must make payments of the outstanding principal and accrued interest hereunder equal to the City’s Share of the Residual Receipts from the Project (“City’s Share”) which will be an amount equal to an allocable portion of 50% of the Residual Receipts based upon the ratio of the initial principal balance of this Note to the respective initial principal balances of all promissory notes evidencing loans to the Project which are paid from Residual Receipts produced from operation of the Project, not including, for the purpose of this calculation, the principal balance of the Promissory Note – Project Loan. Annual payments under this Note must be accompanied by Maker’s financial and operating statements for the Project for the preceding calendar year, together with Maker’s calculation of Residual Receipts payable to the City on this Note, if any. All payments made hereunder must be credited first to any accrued but unpaid interest, then to costs, charges and fees which the Maker may owe the City from time to time under the Affordable Housing Agreement or hereunder, and then to reduce the outstanding principal balance hereof. b. Definition of Residual Receipts. As used herein, the term “Residual Receipts” will mean the excess of all Income for such calendar year actually collected by Maker reduced by the Operating Expenses of the Project for such calendar year. (i) The term “Income” will mean all money and income derived by Maker from the Project, including without limitation, all rental income paid by tenants thereof, all rental subsidy payments made by governmental agencies, deposits forfeited by tenants, net proceeds received by Maker from vending and laundry room machines, and income from any source related to Maker’s ownership and operation of the Project, but not including tenant deposits unless forfeited, interest on all required reserve accounts, loan proceeds, capital contributions, loans or similar advances to Maker by its partners, amounts released from reserves, or insurance or condemnation proceeds. (ii) The term “Operating Expenses” will mean the sum of the following:
(a) Regularly scheduled non-contingent payments of interest, principal, impounds (so long as required impound expense costs do not duplicate other permitted Operating Expenses), and fees and charges, if any, required on loans secured by liens on the Project in accordance with the original loan documents evidencing such indebtedness, or any amendments or refinancing of such indebtedness consented to by the City; (b) All normal and necessary operating expenses actually and reasonably incurred by Maker in owning, operating, maintaining, repairing and replacing the Project or component parts thereof, including: insurance premiums; taxes and assessments; maintenance and repair expenses (to the extent that such repairs and/or maintenance expenses are not paid out of reserves; utilities (not paid by the tenants); accounting, audit and legal expense attributable to the Project; office expense incurred for the operation of the Project; salaries, wages or other compensation of the employees or agents of Maker employed on-site, if any, in connection with the maintenance, leasing, administration or operation of the Project, along with all withholding taxes, insurance premiums, social security payments and other payroll taxes or payments; and issuer, occupancy or monitoring inspection fees, if any. Operating Expenses will exclude depreciation and other similar non-cash expenses, as well as repairs or expenses paid from insurance proceeds and any costs or expenses paid or reimbursed by third parties, and federal and state taxes on income; (c) Property management fees initially totaling $70 per unit per month payable to the Management Company, increasing annually as provided in the management agreement for the Project approved by the City; (d) Deposits and required payments into accounts maintained for operating reserves and/or operating deficit reserves and/or capital replacement reserves and/or any similar reserve accounts established and maintained in satisfaction of any lender or investor requirements, in the per-unit amount required by any Senior Lender or the Tax Credit Investor and approved by the City; (e) If not included in subparagraph (d) above, reserves for operating expenses in an amount sufficient to pay 6 months of Project costs referred to in subparagraphs (a) – (c) above, or such higher amount as required by the holder of a Senior Loan or the Tax Credit Investor and approved as an Operating Expense by the City in its reasonable discretion; and any debt service reserve payment required by the terms of Maker’s limited partnership agreement; (f) Any asset management fee and partnership management fee paid to a limited partner and a general partner of Maker, respectively, not to exceed a total of $20,000 per calendar year, such amounts to be increased by 3% per annum; (g) Payment of any deferred developer fee paid to the “Developer” as provided in the limited partnership agreement of Maker approved by the City, together with such interest thereon required to comply with applicable provisions of the limited partnership agreement, until such deferred developer fee and interest thereon have been paid in full, all to the extent such deferred developer fee is not paid from capital contributions to Maker or from other financing proceeds; (h) Payments to repay (i) any voluntary loan or capital contribution made by the Tax Credit Investor while acting in its capacity as a limited partner of Maker, and (ii) any payments to repay any tax credit adjustor(s) which might be required pursuant to applicable provisions of the limited partnership agreement of Maker which has been approved by the City; (i) Ad valorem tax and assessment payments, CFD payments and landscape lighting district payments, as applicable, to the extent not paid out of impound accounts maintained by the holder of the Senior Loan, and the cost of all insurance required for the Project to satisfy the requirements of any lender whose loan is secured by a deed of trust encumbering the Project, including, but not limited to, the City, and as such requirements may be imposed in regulatory agreements and declaration of covenants, conditions and restrictions, to the extent the foregoing are not paid from impounds maintained by the holder of the Senior Loan; (j) The fee payable to Hope Through Housing Foundation, an affiliate of the Maker, for the cost of coordination of social support services and of social service programs offered to and available to the tenants of the Project, initially totaling $30 per unit per month, such amounts to be increased by 3% per annum; (k) The cost of security services and security patrols supplied to the Project; and (l) All other fees and expenses which may be authorized in the Annual Budget for the Project approved by the City. c. Notwithstanding the generality of the foregoing, depreciation, amortization and other similar accounting or balance sheet non-cash items, are not Operating Expenses or deductible in computing Residual Receipts:
d. For purposes of this Note, “CPI” will mean the Consumer Price Index--Urban Consumers (Los Angeles-Anaheim-Riverside CA, area; Base 1982-8 = 100), published by the United States Department of Labor, Bureau of Labor Statistics or any successor index or agency reasonably acceptable to the parties.

Audited Financial Statement.

Maker will provide Holder annually with an audited financial statement documenting the calculation of Residual Receipts for the previous calendar year. Holder will have the right, but not an obligation, to object within 90 days from receipt of Maker’s statement and to inspect and audit Maker’s books and records concerning the calculation of the Residual Receipts payment. Failure to timely object will be deemed acceptance. If Holder does object, Holder must specify the reasons for its objection or disapproval. Maker will have 30 days to reconcile any disapproved item. If Maker and Holder cannot agree on the amount of the Residual Receipts payment, an independent auditor mutually selected by Maker and Holder shall resolve any disputed items, and the decision of the independent auditor will be binding on Maker and Holder. If the independent auditor determines that Maker’s proposed payment would have resulted in an underpayment to Holder greater than 2.5% for the applicable period, then Maker must immediately pay to Holder the cost of such independent auditor; otherwise, the cost of such independent auditor shall be paid by Holder.

Annual Budget.

Maker must prepare and submit to the City a proposed annual operating budget for the management and operation of the Project (“Annual Budget”) no later than 60 days preceding the effective year covered by such budget. The Annual Budget must include the projected Income and Operating Expenses for the year and a line item showing the projected Residual Receipts from the Project for the year. City will review the Annual Budget within the 60-day period and, if reasonably acceptable, give written notice to Maker by the end of such 60-day period that it approves the Annual Budget, which approval will not be unreasonably withheld or delayed. If the Annual Budget is not reasonably acceptable, the City will specify within the same period in writing the reasons for disapproval. The intent of this section is to provide the City with an opportunity to disapprove any projected unreasonable Operating Expenses which would diminish the Residual Receipts from the Project. Once an Annual Budget has been approved by the City, any changes which cumulatively exceed or will exceed 10% of the total Annual Budget will require the City’s prior written consent, which consent shall not be unreasonably withheld or delayed. The City’s failure to either approve or disapprove the Annual Budget or items which are shown therein by the end of the 60-day review period will be deemed the City’s approval of the Annual Budget.

Acceleration Upon Certain Events or Upon Default.

In the event of any Default under the terms of this Note, the Affordable Housing Agreement, or the Regulatory Agreement, the Deed of Trust-Land Loan or under any Senior Loans, notes or deeds of trust, at the option of the Holder and after notice to the Maker, providing Maker with 30 days in which to cure any Default, and such Default not having been cured within 30 days (or if a greater amount of time is reasonably necessary to complete a cure, if actions to cure such Default are not undertaken within said 30-day period and pursued with reasonable diligence thereafter), all principal and interest due under this Note will immediately become due and payable, upon 30-day written notice from the Holder to the Maker. Failure to exercise such option will not constitute a waiver of the right to exercise it in the event of any subsequent Default. If Maker fails to take corrective action to cure a Default within the time limit provided in this Note, and providing that the City has been provided with an address for notice for a limited partner, and, if any, a special limited partner of Maker, the City will concurrently with notice to Maker also give written notice of such Default to the limited partner and special limited partner. In such event, the limited partner or the special limited partner will have the same time period as that given to Maker hereunder to cure such Default. Provided, however, if the limited partner or the special limited partner find it reasonably necessary to remove the general partner of the Maker in order that such parties may cure such Default, then the limited partner or the special limited partner may remove and replace the general partner with a substitute general partner which, in the interim, may be the special limited partner or an entity affiliated with the limited partner and then must be a non-profit entity reasonably acceptable to the City, such removal and replacement to be completed in accordance with language for the same in the limited partnership agreement of the Maker which has been approved by the City. Such replacement general partner will affect a cure of any such Default within the time period set out in this Note provided for the cure or remedy of a Default, and the City agrees to accept on the same basis as if made by Maker any corrective action to cure or remedy any Default which might be tendered by any limited partner or special limited partner (which party will be under no obligation to tender any cure or remedy). Additionally, in the event that a limited partner or special limited partner is precluded from curing a default of the Maker due to an inability to remove the general partner of Maker as a result of a bankruptcy, injunction or similar proceeding by or against the Maker or its general partner, providing that the limited partner or special limited partner proceeds promptly and with reasonable diligence to remove the general partner of the Maker under such circumstances and provides the City with evidence reasonably demonstrating the same, the City agrees to forebear from completing a foreclosure (judicial or non-judicial) during the period during which the limited partner and the special limited partner are so precluded from acting. In no event will the City be precluded from exercising any of its remedies in the event of a Maker Default under this Note if the City’s security becomes or is reasonably likely to become materially jeopardized by a failure to cure a Default or by the Default itself.

Should the undersigned Maker agree to or sell, convey, transfer, or dispose of the real property described in the Deed of Trust – Land Loan securing this Note or any part thereof or interest therein, without first obtaining the prior written consent of the Holder (except for a Permitted Transfer, as defined in the Affordable Housing Agreement), then, at the option of the Holder, all principal and interest due hereunder shall immediately become due and payable upon 30 days written notice from the Holder to the Maker. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions.

Notwithstanding the generality of the foregoing, transfers permitted under the Affordable Housing Agreement will not constitute a Default hereunder. Such transfers will not accelerate the maturity of this Promissory Note, provided that any transfer is either a Permitted Transfer as defined in the Affordable Housing Agreement or is reasonably acceptable to the City, which must make such determination with reasonable promptness, and any transferee under such a transfer must agree to be bound by any and all instruments in favor of the City.

Interest on Default.

From and after a Default, the entire outstanding principal balance of this Note will automatically bear an annual interest rate equal to the lesser of 8% compounding annually or the maximum interest rate allowed by law.

Costs Paid by Maker.

Maker agrees to pay the following costs, expenses and attorneys’ fees paid or incurred by the Holder of this Note, or as adjudged by a court of competent jurisdiction: (a) reasonable costs of collection, costs and expenses and attorneys’ fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; and (b) costs of suit in such sum as the court may adjudge reasonable as attorneys’ fees in any action to enforce payment of this instrument.

Waiver.

To the extent permitted by law, Maker and all persons or entities liable or which may become liable on this Note hereby waive diligence, presentment, protest and demand, notice of protest, dishonor and nonpayment of this instrument, and expressly agree that, without in any way affecting the liability of Maker hereunder, the Holder hereof may extend the Maturity Date or the time for payment of any installment due hereunder or any other term hereof, accept additional security, release any party liable hereunder or release any security now or hereafter securing this Note. Maker hereby waives, to the fullest extent permitted by law, the right to plead any and all statutes of limitations as a defense to any demand on this instrument or any deed of trust, security agreement, guarantee or other agreement now or hereafter securing this Note.

Nonrecourse.

This Note is a nonrecourse obligation of Maker, and, as a result, the City agrees that Maker and its constituent members or partners will not be personally liable for the payment of any sums now or hereafter owing to the City under the terms of this Note. If any Default should occur under this Note or under any other instrument the default of which constitutes a Default on this Note, the City agrees that its rights for any monetary claim, as to the Maker and its constituent members or partners, will be limited to a proceeding against the security for the indebtedness evidenced by this Note and that the City will have no right to proceed directly against the Maker and its constituent members or partners for the satisfaction of any monetary claims that the City may have against the Maker or for any deficiency judgment remaining after foreclosure of any real or personal property securing the obligations owing to City. Notwithstanding the generality of the foregoing, Maker must indemnify, defend, protect and hold Holder harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys’ fees and expenses incurred by the Holder, to the extent arising as a result of any (a) fraud or intentional and material misrepresentation (meaning a misrepresentation that materially impacts the consideration that the City receives under the agreements, or which served as a material basis for the City entering into the agreements) by the Maker under or in connection with the Affordable Housing Agreement or any other agreements or documents executed in connection therewith; (b) intentional material and bad faith waste of the Property encumbered by the Deed of Trust – Land Loan; and (c) losses resulting from Maker’s failure to maintain insurance required under the provisions of the Deed of Trust – Land Loan, except to the extent that Maker did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct payments to acquire and maintain such required insurance. Maker’s obligation to indemnify the Holder hereof as aforesaid will be recourse obligations of the Maker, and on the occurrence of any of the foregoing events, the Holder will have the right to proceed directly against the Maker to recover any and all losses, damages, liability, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses) and may bring any action and institute any proceeding to obtain a judgment in or following foreclosure for any and all such losses, damages, liabilities, costs and expenses resulting from such occurrence.

Severability.

If any provision of this Note is determined by a court of competent jurisdiction to be void or unenforceable, such determination will not affect any other provision of this instrument, and all other provisions hereof will remain valid and in full force and effect.

Non-Waiver.

No delay in demanding or failure to demand performance hereunder will constitute a waiver by the Holder hereof of its right to subsequently demand such performance or to exercise any remedies for any Default hereunder. Further, in order to be effective, any waiver of any of the Holder’s rights and remedies hereunder must be expressed in a writing signed by a duly appointed representative of the Holder hereof. Further, waiver by the Holder hereof of any right hereunder will not constitute a waiver of any other right, including, but not limited to, the right to exercise any and all remedies for a different or subsequent event of Default hereunder.

MAKER:

______________________, a California limited partnership By its general partner
________________________________________________
By: ______________________________
Name: ______________________________
Its: ______________________________

EXHIBIT J
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares St)
Form of Deed of Trust – Land Loan
[Attached Behind This Page]

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Pomona
505 South Garey Avenue
Pomona, California 91766
Attn: Deputy City Manager
APN: 8335-014-907, -910, -915, -916, SPACE ABOVE FOR RECORDER’S USE ONLY -919, -920 and -921
Exempt From Recording Fee Per
GOVERNMENT CODE §27383

DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
(Mission Blvd and Palomares St)
This Deed of Trust, Security Agreement and Fixture Filing (with Assignment of Rents) (“Deed of Trust – Land Loan”) is dated as of ____________, 202__, by ____________________, a California limited partnership, whose address is ________________________ (“Trustor”), to FIDELITY NATIONAL TITLE COMPANY, a California corporation (“Trustee”), for the benefit of the CITY OF POMONA, a California municipal corporation, whose address is 505 South Garey Avenue, Pomona, California 91766 (“Beneficiary”), and is executed to secure that certain Promissory Note – Land Loan of even date herewith, in the principal amount of [$5,000,000.00], executed by Trustor in favor of Beneficiary, the provisions of which are incorporated in this Deed of Trust – Land Loan by this reference.

This Deed of Trust – Land Loan is made with respect to that certain Affordable Housing Disposition and Development Agreement (Mission Blvd and Palomares St), dated __________, 202__, for reference purposes only, between the Trustor’s predecessor-in-interest and the Beneficiary (the “Affordable Housing Agreement”).

Trustor hereby IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to Trustee, its successors and assigns, in Trust, with POWER OF SALE TOGETHER WITH RIGHT OF ENTRY AND POSSESSION, the following property (“Trust Estate”):
(a) All of that certain real property in the City of Pomona, County of Los Angeles, State of California, more particularly described in Exhibit “A” attached hereto and by this reference made a part hereof (“Subject Property”); (b) All buildings, structures and other improvements now or in the future located or to be constructed on the Subject Property (“Improvements”); (c) All tenements, hereditament, appurtenances, privileges, franchises and other rights and interests now or in the future benefitting or otherwise relating to the Subject Property or the Improvements, including easements, rights-of-way and development rights (“Appurtenances”). (Appurtenances, together with the Subject Property and the Improvements, are hereafter collectively referred to as the “Real Property”); (d) Subject to the assignment to Beneficiary set forth in Paragraph 4 below, all rents, issues, income, revenues, royalties and profits now or in the future payable with respect to or otherwise derived from the Trust Estate or the ownership, use, management operation, leasing or occupancy of the Trust Estate, including those past due and unpaid (“Rents”); (e) All present and future right, title and interest of Trustor in and to all inventory, equipment, fixtures and other goods (as those terms are defined in Division 9 of the California Uniform Commercial Code (“UCC”), whether existing now or in the future) located at, upon or about, or affixed or attached to or installed in, the Real Property, or used or to be used in connection with or otherwise relating to the Real Property or the ownership, use, development, construction, maintenance, management, operation, marketing, leasing or occupancy of the Real Property, including furniture, furnishings, machinery, appliances, building materials and supplies, generators, boilers, furnaces, water tanks, heating, ventilating and air conditioning equipment and all other types of tangible personal property of any kind or nature, and all accessories, additions, attachments, parts, proceeds, products, repairs, replacements and substitutions of or to any of such property (“Goods,” and together with the Real Property, collectively the “Property”); and (f) All present and future right, title and interest of Trustor in and to all accounts, general intangibles, chattel paper, deposit accounts, money, instruments and documents (as those terms are defined in the UCC) and all other agreements, obligations, rights and written material (in each case whether existing now or in the future) now or in the future relating to or otherwise arising in connection with or derived from the Property or any other part of the Trust Estate or the ownership, use, development, construction, maintenance, management, operation, marketing, leasing, occupancy, sale or financing of the Property or any other part of the Trust Estate, including (to the extent applicable to the Property or any other portion of the Trust Estate) (i) permits, approvals and other governmental authorizations, (ii) improvement plans and specifications and architectural drawings, (iii) agreements with contractors, subcontractors, suppliers, project managers, supervisors, designers, architects, engineers, sales agents, leasing agents, consultants and property managers, (iv) takeout, refinancing and permanent loan commitments, (v) warranties, guaranties, indemnities and insurance policies, together with insurance payments and unearned insurance premiums, (vi) claims, demands, awards, settlements, and other payments arising or resulting from or otherwise relating to any insurance or any loss or destruction of, injury or damage to, trespass on or taking, condemnation (or conveyance in lieu of condemnation) or public use of any of the Property, (vii) license agreements, service and maintenance agreements, purchase and sale agreements and purchase options, together with advance payments, security deposits and other amounts paid to or deposited with Trustor under any such agreements, (viii) reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings, escrow proceeds, sale proceeds and other rights to the payment of money, trade names, trademarks, goodwill and all other types of intangible personal property of any kind or nature, and (ix) all supplements, modifications, amendments, renewals, extensions, proceeds, replacements and substitutions of or to any of such property (collectively, “Intangibles”).

Trustor further grants to Trustee and Beneficiary, pursuant to the UCC, a security interest in all present and future right, title and interest of Trustor in and to all Goods and Intangibles and all of the Trust Estates described above in which a security interest may be created under the UCC (collectively, the “Personal Property”). This Deed of Trust – Land Loan constitutes a security agreement under the UCC, conveying a security interest in the Personal Property to Trustee and Beneficiary. Trustee and Beneficiary shall have, in addition to all rights and remedies provided herein, all the rights and remedies of a “secured party” under the UCC and other applicable California law. Trustor covenants and agrees that this Deed of Trust – Land Loan constitutes a fixture filing under Sections 9313 and 9402(6) of the UCC.

FOR THE PURPOSE OF SECURING, in such order of priority as Beneficiary may elect, the following: (a) payment of that certain Promissory Note – Land Loan dated on or about the same date hereof, in the original principal amount of [$5,000,000.00] (the “Note”); and (b) due, prompt and complete observance, performance and discharge of each and every monetary and non-monetary condition, obligation, covenant and agreement contained herein, contained in the Secured Obligations, or contained in the Affordable Housing Agreement. The Affordable Housing Agreement, that certain Regulatory Agreement (Mission Blvd and Palomares St) dated on or about the same date hereof between the Trustor and the Beneficiary (“Regulatory Agreement”) and the Note (collectively, “Secured Obligations”) and all of their terms are incorporated herein by reference and this conveyance shall secure any and all extensions, amendments, modifications or renewals thereof, however evidenced.

AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST – LAND LOAN, TRUSTOR COVENANTS AND AGREES:

1. That Trustor shall perform its obligations as set forth in the Secured Obligations at the time and in the manner respectively provided therein;

2. That Trustor shall not permit or suffer the use of any of the property for any purpose other than the use for which the same was intended at the time this Deed of Trust – Land Loan was executed;

3. That the Secured Obligations are incorporated in and made a part of this Deed of Trust – Land Loan. Upon default of a Secured Obligation, and after the giving of notice and the expiration of any applicable cure period, subject to the rights of any senior lenders, the Beneficiary, at its option, may declare the whole of the indebtedness secured hereby to be due and payable. This Deed of Trust – Land Loan shall cover, and the property subject hereto shall include, all property now or hereafter affixed or attached to or incorporated upon the Subject Property in, to or under which Trustor now has or hereafter acquires any right, title or interest, which, to the fullest extent permitted by law, shall be deemed fixtures and a part of the Subject Property. To the extent any of the property subject to this Deed of Trust – Land Loan consists of rights in action or personal property covered by the UCC, this Deed of Trust – Land Loan shall also constitute a security agreement, and Trustor hereby grants to Beneficiary, as secured party, a security interest in such property, including all proceeds thereof, for the purpose of securing the Secured Obligations. In addition, for the purpose of securing the Secured Obligations, Trustor hereby grants to Beneficiary, as secured party, a security interest in all of the property described herein in, to, or under which Trustor now has or hereafter acquires any right, title or interest, whether present, future or contingent, including, but not limited to, all equipment, inventory, accounts, general intangibles, instruments, documents and chattel paper, as those terms are defined in the UCC, and all other personal property of any kind (including, without limitation, money and rights to the payment of money), whether now existing or hereafter created, that are now or at any time hereafter (a) in the possession or control of Beneficiary in any capacity; (b) erected upon, attached to or appurtenant to the Subject Property; (c) located or used on the Subject Property or identified for use on the Subject Property (whether stored on the Subject Property or elsewhere); or (d) used in connection with, arising from, related to, or associated with the Subject Property or any of the personal property described herein, the construction of any improvements on the Subject Property, the ownership, development, maintenance, management or operation of the Subject Property, the use or enjoyment of the Subject Property or the operation of any business conducted thereon, including, without limitation, all such property described as the Trust Estate hereinabove. The security interests granted in this Paragraph 3 are hereinafter severally and collectively called the “Security Interest”. The Security Interest shall be self-operative with respect to the real property described herein but Trustor shall execute and deliver on demand such additional security agreements, financing statements and other instruments as may be requested in order to impose the Security Interest more specifically upon the real and personal property encumbered hereby. The Security Interest, at all times, shall be prior to any other interest in the personal property encumbered hereby. Trustor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Beneficiary to establish, maintain and continue the perfected Security Interest. Trustor, on demand, shall promptly pay all costs and expenses of filing and recordation, to ensure the continued priority of the Security Interest. Trustor shall not sell, transfer, assign or otherwise dispose of any personal property encumbered hereby without obtaining the prior written consent of Beneficiary, except that the Trustor may, in the ordinary course of business, replace personal property or dispose of personal property that will not be replaced because of its obsolescence. Unless Beneficiary then agrees otherwise in writing, all proceeds from any permitted sale or disposition in excess of that required for full replacement shall be paid to Beneficiary to be applied on the Note subject to the rights of any senior lenders. Although proceeds of personal property are covered hereby, this shall not be construed to mean that Beneficiary consents to any sale of such personal property. Upon its recordation in the real property records of Los Angeles County, this Deed of Trust – Land Loan shall be effective as a financing statement filed as a fixture filing. In addition, a carbon, photostatic or other reproduced copy of this Deed of Trust – Land Loan and/or any financing statement relating hereto shall be sufficient for filing and/or recording as a financing statement;

4. Subject to the rights of any senior lenders, all rents, profits and income from the property covered by this Deed of Trust – Land Loan are hereby assigned to the Beneficiary for the purpose of discharging the debt hereby secured. Permission is hereby given to Trustor so long as no default exists hereunder after the giving of notice and the expiration of any applicable cure period, to collect such rents, profits and income for use in accordance with the provisions of the Secured Obligations;

5. Subject to the rights of any senior lenders, that upon default hereunder or under the aforementioned agreements, and after the giving of notice and the expiration of any applicable cure period, Beneficiary shall be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession and protect the property described herein and operate same and collect the rents, profits and income therefrom;

6. That Trustor will keep the improvements hereafter erected on the property insured against loss by fire and such other hazards, casualties, and contingencies as may be required by applicable provisions of the Secured Obligations, and all such insurance shall be evidenced by standard fire and extended coverage insurance policy or policies. Such policies shall be endorsed with standard mortgage clause with loss payable to the Beneficiary and certificates thereof together with copies of original policies, if requested, shall be deposited with the Beneficiary;

7. To pay before delinquency any taxes and assessments affecting said Property; to pay, when due, all encumbrances, charges and liens, with interest, on said Property or any part thereof which appear to be prior or superior hereto; and to pay all costs, fees, and expenses of this trust. Notwithstanding anything to the contrary contained in this Deed of Trust – Land Loan, Trustor shall not be required to pay and discharge any such tax, assessment charge or levy so long as Trustor is contesting the legality thereof in good faith and by appropriate proceedings, and Trustor has adequate funds to pay any liabilities contested pursuant to this Paragraph 7;

8. As it is provided more specifically in the Secured Obligations, to keep said property in good condition and repair, subject to ordinary wear and tear, casualty and condemnation, not to remove or demolish any buildings hereafter erected thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged, or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon (subject to Trustor’s right to contest the validity or applicability of laws or regulations); not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law and/or covenants, conditions and/or restrictions affecting said property; not to permit or suffer any material alteration of or addition to the buildings or improvements hereafter constructed in or upon said property without the consent of the Beneficiary;

9. To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of evidence of title and reasonable attorney’s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear;

10. Should Trustor fail, after the giving of notice and the expiration of any applicable cure period, to make any payment or do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. Following default, after the giving of notice and the expiration of any applicable cure period, subject to the rights of any senior lenders, Beneficiary or Trustee, being authorized to enter upon said property for such purposes, may commence, appear in and/or defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; may pay, purchase, contest or compromise any encumbrance, charge, or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, may pay necessary expenses, employ counsel, and pay his reasonable fees;

11. Beneficiary shall have the right to pay all insurance premiums required by the Secured Obligations when due should Trustor fail to make any required premium payments. All such payments made by the Beneficiary shall be added to the sums secured hereby;

12. To pay immediately and without demand all sums so expended by Beneficiary or Trustee, under permission given under this Deed of Trust – Land Loan, with interest from date of expenditure, at the highest rate of interest permitted by law;

13. That the funds to be advanced hereunder are to be used in accordance with applicable provisions of the Secured Obligations; upon the failure of Trustor to do so, after the giving of notice and the expiration of any applicable cure period, Trustor shall be in default hereunder;

14. Trustor further covenants that it will not voluntarily create, suffer, or permit to be created against the property subject to this Deed of Trust – Land Loan any lien or liens except as authorized by Beneficiary and/or as provided in the Secured Obligations and further that it will keep and maintain the property free from the claims of all persons supplying labor or materials which will enter into the construction of any and all buildings now being erected or to be erected on said premises. Notwithstanding anything to the contrary contained in this Deed of Trust – Land Loan, Trustor shall not be obligated to pay any claims for labor, materials or services which Trustor in good faith disputes and is diligently contesting, provided that Trustor shall, at Beneficiary’s written request, within 30 days after the filing of any claim or lien (but in any event, and without any requirement that Beneficiary must first provide a written request prior to foreclosure) record in the Office of the Recorder of Los Angeles County, a surety bond in the amount required by law to protect against a claim of lien, or provide such other security reasonably satisfactory to Beneficiary;

15. That any and all improvements made or about to be made upon the premises covered by this Deed of Trust – Land Loan and all plans and specifications, comply with all applicable municipal ordinances and regulations and all other applicable regulations made or promulgated, now or hereafter, by lawful authority, and that the same will upon completion comply with all such municipal ordinances and regulations and with the rules of the applicable fire rating or inspection organization, bureau, association or office.

IT IS MUTUALLY AGREED THAT:

16. Trustor confirms that if Trustor should sell, enter into a contract of sale, convey, or in any way transfer all or any interest of Trustor in the Real Property encumbered by this Deed of Trust – Land Loan or suffer Trustor’s title or any interest therein to be divested, whether voluntarily or involuntarily, unless the same is a Permitted Transfer as defined in the Affordable Housing Agreement, without the prior written consent of the Beneficiary being first obtained, then subject to the rights of any senior lenders, Beneficiary shall have the right, at Beneficiary’s sole option, to declare all sums payable under the Note secured hereby immediately due and payable in full, irrespective of the maturity date otherwise specified in the Note. No waiver of this right shall be effective unless in writing and signed by the Beneficiary. Consent by the Beneficiary to any one such transaction shall not be deemed a waiver of the right to require such consent to future or successive transactions. Further, upon default under one of the Secured Obligations, and after the giving of notice and the expiration of any applicable cure period provided therein without a cure having been made, subject to the rights of any senior lenders, the Beneficiary, at its option, may declare the whole of the indebtedness secured hereby to be immediately due and payable in full, irrespective of the maturity date otherwise specified in the Note;

17. As provided more specifically in the Secured Obligations, should the Property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaged by fire, or earthquake, or in any other manner, subject to the rights of any senior lenders, Beneficiary shall be entitled to all compensation, awards, and other payments or relief therefor which are not used to reconstruct, restore or otherwise improve the property or part thereof that was taken or damaged, and shall be entitled at its option to commence, appear in and prosecute in its own name, any action or proceedings, or to make any compromise or settlement, in connection with such taking or damage subject to the rights of any senior lenders. All such compensation, awards, damages, rights of action and proceeds which are not used to reconstruct, restore or otherwise improve the property or part thereof that was taken or damaged, including the proceeds of any policies of fire and other insurance affecting said property, are hereby assigned to Beneficiary subject to the rights of any senior lenders;

18. Notwithstanding Sections 16 and 17, in the event that a portion of the Property is taken for a public improvement or pursuant to a condemnation proceeding and the Qualifying Units (as defined in the Regulatory Agreement) remain intact and continue to be owned and operated by Trustor in conformance with the Affordable Housing Agreement and the Regulatory Agreement, Beneficiary shall not declare all sums due and payable under the Note, nor shall the Beneficiary be entitled to any compensation, awards and other payments therefor, provided that such compensation, awards and other payments are used for (a) paying principal and interest owed on the Permanent Loan (as defined in the Affordable Housing Agreement), (b) making improvements to the Property that are approved by Beneficiary, in its reasonable discretion, (c) payment of principal owing under the Note, or (d) another purpose required by any senior lenders. Subject to the rights of any senor lenders, in the event that Trustor receives such compensation, awards or other payments and fails to expend the funds in conformance with any of subsections (a), (b), (c), or (d) of this section within 30 days of receipt of such funds, Trustor shall be in default under this Deed of Trust – Land Loan;

19. As is provided more specifically in the Note secured hereby, the provisions of which in this regard shall control over any contrary language in this Paragraph 19, upon default by Trustor in taking any action or in making any payments provided for herein, or in the Secured Obligations, if Trustor shall fail to perform any covenant or agreement in this Deed of Trust – Land Loan within 30 days after written demand therefor by Beneficiary (or, in the event that more than 30 days is reasonably required to cure such default, should Trustor fail to promptly commence such cure within such 30 days, and diligently prosecute same to completion), after the giving of notice and the expiration of any applicable cure period and subject to the rights of any senior lenders, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale, and of written notice of default and of election to cause the property to be sold, which notice Trustee shall cause to be duly filed for record and Beneficiary may foreclose this Deed of Trust – Land Loan. Beneficiary shall also deposit with Trustee this Deed of Trust – Land Loan and all documents evidencing expenditures secured hereby;

20. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, subject to the rights of any senior lenders, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser its Deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in the Deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or Beneficiary, may purchase at the sale. The Trustee shall apply the proceeds of sale to payment of (a) the expenses of such sale, together with the reasonable expenses of this trust including therein reasonable Trustee’s fees or attorney’s fees for conducting the sale, and the actual cost of publishing, recording, mailing and posting notice of the sale; (b) the cost of any search and/or other evidence of title procured in connection with such sale and revenue stamps on Trustee’s Deed; (c) all sums expended under the terms hereof, not then repaid, with accrued interest at the maximum rate allowed by law; (d) all other sums then secured hereby; and (e) the remainder, if any, to the person or persons legally entitled thereto;

21. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Deed of Trust – Land Loan. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust – Land Loan and its place of record, which, when duly recorded in the proper office of the county or counties in which the property is situated, shall be conclusive proof of proper appointment of the successor trustee;

22. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust – Land Loan is hereby waived to the full extent permissible by law;

23. Upon written request of Beneficiary stating that all sums secured hereby have been paid and all obligations secured hereby have been satisfied, and upon surrender of this Deed of Trust – Land Loan to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters of fact shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as “the person or persons legally entitled thereto”;

24. The trust created hereby is irrevocable by Trustor;

25. This Deed of Trust – Land Loan applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term “Beneficiary” shall include not only the original Beneficiary hereunder but also any future successor in interest to Beneficiary. In this Deed of Trust – Land Loan, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. All obligations of Trustor hereunder are joint and several;

26. Trustee accepts this Trust when this Deed of Trust – Land Loan, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law, the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust – Land Loan or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee;

27. The undersigned Trustor requests that a copy of any notice of default and of any notice of sale hereunder be mailed to it at the address set forth in the Deed of Trust – Land Loan;

28. As is provided more specifically in the Affordable Housing Agreement, the provisions of which in this regard will control over any contrary language in this Paragraph 28, Trustor agrees at any time and from time to time, within a reasonable time after receipt of a written request from Beneficiary, to furnish to Beneficiary detailed statements in writing of income, rents, profits, and operating expenses of the premises, and the names of the occupants and tenants in possession, together with the expiration dates of their leases and full information regarding all rental and occupancy agreements, and the rents provided for by such leases and rental and occupancy agreements, and such other information regarding the premises and their use as may be requested by Beneficiary;

29. Trustor agrees that the obligations secured by this Deed of Trust – Land Loan are made expressly for the purpose of acquiring the Property and completing the construction work necessary to construct a new 75-unit affordable rental housing development on the Property, as is more specifically provided in the Secured Obligations;

30. As is provided more specifically in the Secured Obligations, the obligations of Trustor thereunder are nonrecourse obligations of the Trustor. The sole recourse of Beneficiary shall be the exercise of its rights against the Property;

31. Notwithstanding specific provisions of this Deed of Trust – Land Loan, non-monetary performance 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; epidemics; pandemics; quarantine restrictions; a declaration or proclamation of a state of emergency by either the City or by the Governor of the State of California; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor or supplier; acts of the other party; acts or failure to act of the City or any other public or governmental agency or entity (except that any act or failure to act of Beneficiary shall not excuse performance by Beneficiary unless such act or failure to act is allowed or required by law); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. An extension of time for any such cause (a “Force Majeure Delay”) shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause. If, however, notice by the party claiming such extension is sent to the other party more than 30 days after the commencement of the cause, the period shall commence to run only 30 days prior to the giving of such notice. Times of performance under this Deed of Trust – Land Loan may also be extended in writing by the Beneficiary and Trustor;

32. If the rights and liens created by this Deed of Trust – Land Loan shall be held by a court of competent jurisdiction to be invalid or unenforceable as to any part of the obligations described herein, the unsecured portion of such obligations shall be completely performed and paid prior to the performance and payment of the remaining and secured portion of the obligations, and all performance and payments made by Trustor shall be considered to have been performed and paid on and applied first to the complete payment of the unsecured portion of the obligations;

33. If the provisions set forth below in this Paragraph 33 are contrary to provisions in the Secured Obligations, the provisions in the Secured Obligations will control:
(a) Subject to the extensions of time set forth in Paragraph 31, and subject to the further provisions of this Paragraph 33, failure or delay by Trustor to perform any term or provision respectively required to be performed under the Secured Obligations or this Deed of Trust – Land Loan constitutes a default under this Deed of Trust – Land Loan; (b) Beneficiary shall give written notice of default to Trustor, specifying the default complained of by the Beneficiary. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; (c) Any failures or delays by Beneficiary in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by Beneficiary in asserting any of its rights and remedies shall not deprive Beneficiary of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies; (d) If an event of default occurs under the terms of this Deed of Trust – Land Loan, prior to exercising any remedies hereunder or thereunder, Beneficiary shall give Trustor written notice of such default. Trustor shall have a reasonable period of time after such notice is given within which to cure the default prior to exercise of remedies by Beneficiary under this Deed of Trust – Land Loan. In no event shall Beneficiary be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 30 days after the notice of default is first given; (e) If an event of default occurs under the terms of the Secured Obligations, prior to exercising any remedies hereunder or thereunder, Beneficiary shall give Trustor notice of such default. As is provided more specifically in the Secured Obligations, if the default is reasonably capable of being cured within 30 days, Trustor shall have such period to effect a cure prior to exercise of remedies by the Beneficiary under the Secured Obligations, or this Deed of Trust – Land Loan. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Trustor (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Trustor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Beneficiary. In no event shall Beneficiary be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default.

34. Beneficiary acknowledges that Trustor will record against title to the Subject Property an extended use agreement executed by the Trustor in connection with the Trustor’s allocation of low-income housing tax credits under Section 42 of the Code (the “Extended Use Agreement”). If Beneficiary or its successors or assigns (collectively, the “Subsequent Owner”) acquires the Property by foreclosure (or instrument in lieu of foreclosure), then the “extended use period” (as defined in Section 42(h)(6)(D) of the Internal Revenue Code) shall terminate, except for the obligation of the Subsequent Owner to comply with the limitations on evictions, termination of tenancy and increase in rents for the three year period following the Subsequent Owner’s acquisition of the Property, as set forth in Section 42(h)(6)(E)(ii) of the Internal Revenue Code. As provided in the Affordable Housing Agreement, upon request when appropriate, Beneficiary shall execute such documentation as is necessary to subordinate this Deed of Trust – Land Loan to a Senior Loan.

IN WITNESS WHEREOF, Trustor has executed this Deed of Trust – Land Loan as of the day and year first set forth above.

TRUSTOR:
_________________________, a California limited partnership By its general partner
_____________________________
By: _______________________
Name: _______________________
Title: _______________________

EXHIBIT A TO
DEED OF TRUST – LAND LOAN, SECURITY AGREEMENT AND FIXTURE FILING (WITH ASSIGNMENT OF RENTS)
(Mission Blvd and Palomares St)
Legal Description of Subject Property
[to be inserted]

EXHIBIT K
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares St)
Form of Promissory Note – Project Loan
[Attached Behind This Page]
PROMISSORY NOTE – PROJECT LOAN

SECURED BY DEED OF TRUST
(Mission Blvd and Palomares St)
Principal Amount:
[$756,000.00]
Date of Note: ______, 202__
Maker: ____________________, California limited partnership Lender: City of Pomona, a
California municipal corporation
Maturity Date: 55 years from the date on which the Construction Financing converts to the Permanent Loan Interest Rate: 3%
Project Loan.

FOR VALUE RECEIVED, the undersigned ____________, a California limited partnership (“Maker”), with its principal place of business located at 9421 Haven Avenue, Rancho Cucamonga, CA 91730, promises to pay to the CITY OF POMONA, a California municipal corporation (the “City” or “Holder”) at 505 South Garey Avenue, Pomona, California 91766, or such place as the Holder may, from time to time, designate by written notice to the Maker, the maximum principal sum of [$_________.00], (the “Project Loan”) [or so much thereof as may be disbursed by the City], together with interest on the unpaid principal balance hereof from time to time outstanding, as set forth below. This Promissory Note – Project Loan (the “Note”) is made and given pursuant to that certain Affordable Housing Disposition and Development Agreement between the City and Maker’s predecessor-in-interest, dated __________, 202__ (the “Affordable Housing Agreement”) for the Project Loan made by the City to help construct the Project. The Affordable Housing Agreement is incorporated herein by this reference. All initially capitalized terms used but not defined herein will have the meanings given to them in the Affordable Housing Agreement.

Security for Note.

This Note is secured by a Deed of Trust – Project Loan executed by Maker which encumbers certain real property described therein and in the Affordable Housing Agreement.

Interest Calculation.

Except in the case of Default as set forth in Section 9 of this Note, the principal outstanding from time to time on this Note will accrue uncompounded simple interest at the rate of 3% per annum. Principal and interest shall be payable in lawful money of the United States of America. Interest shall be computed based on an actual day year and the actual number of days elapsed.

Annual Payment.

Maker will make payments on this Note to the City from a share of “Residual Receipts” (as defined in this Note) received from the operation of the Project located upon the real property encumbered by the Deed of Trust – Project Loan securing this Note. Payments must be made annually on or before April 15th of each calendar year based upon the operation of the Project for the prior calendar year, commencing on April 15th of the year following the calendar year in which the Promissory Note – Land Loan, also given by Maker to the City, has been paid in full. Payments made by the 15th day of each year will continue thereafter until this Note has been paid in full. This Note and the Deed of Trust – Project Loan securing this Note are junior and subordinate to the Permanent Loan (and the Deed of Trust securing the same), to the Promissory Note – Land Loan from Maker to City (and the Deed of Trust securing the same), and to any subordinate loan (and the deed of trust securing the same) with an initial principal balance larger than the initial principal balance of this Note and for which the Lender of such subordinate loan(s) requires repayment of its obligation from Residual Receipts and also requires that its subordinate loan be senior to this Note. The Promissory Note – Land Loan must be paid in full before payments made by Maker will be allocated by City to repayment of this Note. a. Annual Payments from Residual Receipts. Maker must make repayments of the outstanding principal and accrued interest hereunder equal to the City’s Share of the Residual Receipts from the Project (“City’s Share”) which will be an amount equal to an allocable portion of 50% of the Residual Receipts produced from the operation of the Project based upon the ratio of the initial principal balance of this Note to the respective initial principal balances of all promissory notes evidencing loans to the Project which are paid from Residual Receipts produced from operation of the Project, not including, for the purpose of this calculation, the initial principal balance of the Promissory Note – Land Loan. Annual payments under this Note must be accompanied by Maker’s financial and operating statements for the Project for the preceding calendar year, together with Maker’s calculation of Residual Receipts payable to the City on this Note, if any. All payments made hereunder must be credited first to any accrued but unpaid interest, then to costs, charges and fees which the Maker may owe the City from time to time under the Affordable Housing Agreement hereunder, and then to reduction of the outstanding principal balance hereof. b. Definition of Residual Receipts. As used herein, the term “Residual Receipts” will mean the excess of all Income for such calendar year actually collected by Maker reduced by the Operating Expenses of operation of the Project for such calendar year. (i) The term “Income” will mean all money and income derived by Maker from the Project, including without limitation, all rental income paid by tenants thereof, all rental subsidy payments made by governmental agencies, deposits forfeited by tenants, net proceeds received by Maker from vending and laundry room machines, and income from any source related to Maker’s ownership and operation of the Project, but not including tenant deposits unless forfeited, interest on all required reserve accounts, loan proceeds, capital contributions, loans or similar advances to Maker by its partners, amounts released from reserves, or insurance or condemnation proceeds. (ii) The term “Operating Expenses” will mean the sum of the following:
(a) Regularly scheduled non-contingent payments of interest, principal, impounds (so long as required impound expense costs do not duplicate other permitted Operating Expenses), and fees and charges, if any, required on loans secured by liens on the Project in accordance with the original loan documents evidencing such indebtedness, or any amendments or refinancing of such indebtedness consented to by the City; (b) All normal and necessary operating expenses actually and reasonably incurred by Maker in owning, operating, maintaining, repairing and replacing the Project or component parts thereof, including: insurance premiums; taxes and assessments; maintenance and repair expenses (to the extent that such repairs and/or maintenance expenses are not paid out of reserves); utilities (not paid by the tenants); accounting, audit and legal expense attributable to the Project; office expense incurred for the operation of the Project; salaries, wages or other compensation of the employees or agents of Maker employed on-site, if any, in connection with the maintenance, leasing, administration or operation of the Project, along with all withholding taxes, insurance premiums, social security payments and other payroll taxes or payments; and issuer, occupancy or monitoring inspection fees, if any. Operating Expenses will exclude depreciation and other similar non-cash expenses, as well as repairs or expenses paid from insurance proceeds and any costs or expenses paid or reimbursed by third parties, and federal and state taxes on income; (c) Property management fees initially totaling $70 per unit per month payable to the Management Company, increasing annually as provided in the management agreement for the Project approved by the City; (d) Deposits and required payments into accounts maintained for operating reserves and/or operating deficit reserves and/or capital replacement reserves and/or any similar reserve accounts established and maintained in satisfaction of any lender or investor requirements, in the per-unit amount required by any Senior Lender or the Tax Credit Investor and approved by the City; (e) If not included in subparagraph (d) above, reserves for operating expenses in an amount sufficient to pay 6 months of Project costs referred to in subparagraphs (a) – (c) above, or such higher amount as required by the holder of a Senior Loan or the Tax Credit Investor and approved as an Operating Expense by the City in its reasonable discretion; and any debt service reserve payment required by the terms of Maker’s limited partnership agreement; (f) Any asset management fee and partnership management fee paid to a limited partner and a general partner of Maker, respectively, not to exceed a total of $20,000 per calendar year, such amounts to be increased by 3% per annum; (g) Payment of any deferred developer fee paid to the “Developer” as provided in the limited partnership agreement of Maker approved by the City, together with such interest thereon required to comply with applicable provisions of the limited partnership agreement, until such deferred developer fee and interest thereon have been paid in full, all to the extent such deferred developer fee is not paid from capital contributions to Maker or from other financing proceeds; (h) Payments to repay (i) any voluntary loan or capital contribution made by the Tax Credit Investor while acting in its capacity as a limited partner of Maker, and (ii) any payments to repay any tax credit adjustor(s) which might be required pursuant to applicable provisions of the limited partnership agreement of Maker which has been approved by the City; (i) Ad valorem tax and assessment payments, CFD payments and landscape lighting district payments, as applicable, to the extent not paid out of impound accounts maintained by the holder of the Senior Loan, and the cost of all insurance required for the Project to satisfy the requirements of any lender whose loan is secured by a deed of trust encumbering the Project, including, but not limited to, the City, and as such requirements may be imposed in regulatory agreements and declaration of covenants, conditions and restrictions, to the extent the foregoing are not paid from impounds maintained by the holder of the Senior Loan; (j) The fee payable to Hope Through Housing Foundation, an affiliate of the Maker, for the cost of coordination of social support services and of social service programs offered to and available to the tenants of the Project, initially totaling $30 per unit per month, such amount to be increased by 3% per annum; (k) The cost of security services and security patrols supplied to the Project; and (l) All other fees and expenses which may be authorized in the Annual Budget for the Project approved by the City. c. Notwithstanding the generality of the foregoing, depreciation, amortization and other similar accounting or balance sheet non-cash items, are not Operating Expenses or deductible in computing Residual Receipts:
d. For purposes of this Note, “CPI” will mean the Consumer Price Index--Urban Consumers (Los Angeles-Anaheim-Riverside CA, area; Base 1982-8 = 100), published by the United States Department of Labor, Bureau of Labor Statistics or any successor index or agency reasonably acceptable to the parties.

Audited Financial Statement.

Annual Budget.

Acceleration Upon Certain Events or Upon Default.

In the event of any Default under the terms of this Note, the Affordable Housing Agreement, or the Regulatory Agreement, the Deed of Trust-Project Loan or under any Senior Loans, notes or deeds of trust, at the option of the Holder and after notice to the Maker, providing Maker with 30 days in which to cure any Default, and such Default not having been cured within 30 days (or if a greater amount of time is reasonably necessary to complete a cure, if actions to cure such Default are not undertaken within said 30-day period and pursued with reasonable diligence thereafter), all principal and interest due under this Note will immediately become due and payable, upon 30-day written notice from the Holder to the Maker. Failure to exercise such option will not constitute a waiver of the right to exercise it in the event of any subsequent Default. If Maker fails to take corrective action to cure a Default within the time limit provided in this Note, and providing that the City has been provided with an address for notice for a limited partner, and, if any, a special limited partner of Maker, the City will concurrently with notice to Maker also give written notice of such Default to the limited partner and special limited partner. In such event, the limited partner or the special limited partner will have the same time period as that given to Maker hereunder to cure such Default. Provided, however, if the limited partner or the special limited partner find it reasonably necessary to remove the general partner of the Maker in order that such parties may cure such Default, then the limited partner or the special limited partner may remove and replace the general partner with a substitute general partner which, in the interim, may be the special limited partner or an entity affiliated with the limited partner and then must be a non-profit entity reasonably acceptable to the City, such removal and replacement to be completed in accordance with language for the same in the limited partnership agreement of the Maker which has been approved by the City. Such replacement general partner will affect a cure of any such Default within the time period set out in this Note provided for the cure or remedy of a Default, and the City agrees to accept on the same basis as if made by Maker any corrective action to cure or remedy any Default which might be tendered by any limited partner or special limited partner (which party will be under no obligation to tender any cure or remedy). Additionally, in the event that a limited partner or special limited partner is precluded from curing a default of the Maker due to an inability to remove the general partner of Maker as a result of a bankruptcy, injunction or similar proceeding by or against the Maker or its general partner, providing that the limited partner or special limited partner proceeds promptly and with reasonable diligence to remove the general partner of the Maker under such circumstances and provides the City with evidence reasonably demonstrating the same, the City agrees to forebear from completing a foreclosure (judicial or non-judicial) during the period during which the limited partner and the special limited partner are so precluded from acting. In no event will the City be precluded from exercising any of its remedies in the event of a Maker Default under this Note if the City’s security becomes or is reasonably likely to become materially jeopardized by a failure to cure a Default or by the Default itself.

Should the undersigned Maker agree to or sell, convey, transfer, or dispose of the real property described in the Deed of Trust – Project Loan securing this Note or any part thereof or interest therein, without first obtaining the prior written consent of the Holder (except for a Permitted Transfer, as defined in the Affordable Housing Agreement), then, at the option of the Holder, all principal and interest due hereunder shall immediately become due and payable upon 30 days written notice from the Holder to the Maker. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions.

Interest on Default.

Costs Paid by Maker.

Waiver.

Nonrecourse.

At the earlier of issuance by the City of a Certificate of Completion or funding of the Permanent Loan and recordation of the senior deed of trust securing the same, this Note will automatically be a nonrecourse obligation of Maker. As a result, at such time the City agrees that Maker and its constituent members or partners will not be personally liable for the payment of any sums now or hereafter owing to the City under the terms of this Note. If any Default should occur under this Note or under any other instrument the default of which constitutes a Default on this Note, the City agrees that its rights for any monetary claim, as to the Maker and its constituent members or partners, will be limited to a proceeding against the security for the indebtedness evidenced by this Note and that the City will have no right to proceed directly against the Maker and its constituent members or partners for the satisfaction of any monetary claims that the City may have against the Maker or for any deficiency judgment remaining after foreclosure of any real or personal property securing the obligations owing to City. Notwithstanding the generality of the foregoing, Maker must indemnify, defend, protect and hold Holder harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys’ fees and expenses incurred by the Holder, to the extent arising as a result of any (i) fraud or intentional and material misrepresentation (meaning a misrepresentation that materially impacts the consideration that the City receives under the agreements, or which served as a material basis for the City entering into the agreements) by the Maker under or in connection with the Affordable Housing Agreement or any other agreements or documents executed in connection therewith; (ii) intentional material and bad faith waste of the Property encumbered by the Deed of Trust – Project Loan; and (iii) losses resulting from Maker’s failure to maintain insurance required under the provisions of the Deed of Trust – Project Loan, except to the extent that Maker did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct payments to acquire and maintain such required insurance. Maker’s obligation to indemnify the Holder hereof as aforesaid will be recourse obligations of the Maker, and on the occurrence of any of the foregoing events, the Holder will have the right to proceed directly against the Maker to recover any and all losses, damages, liability, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses) and may bring any action and institute any proceeding to obtain a judgment in or following foreclosure for any and all such losses, damages, liabilities, costs and expenses resulting from such occurrence.

Severability.

Non-Waiver.

MAKER:

EXHIBIT L
TO

AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (Mission Blvd and Palomares St)
Form of Deed of Trust – Project Loan
[Attached Behind This Page]

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
(Mission Blvd and Palomares St)
This Deed of Trust, Security Agreement and Fixture Filing (with Assignment of Rents) (“Deed of Trust – Project Loan”) is dated as of ____________, 202__, by ____________________, a California limited partnership, whose address is ________________________ (“Trustor”), to FIDELITY NATIONAL TITLE COMPANY, a California corporation (“Trustee”), for the benefit of the CITY OF POMONA, a California municipal corporation , whose address is 505 South Garey Avenue, Pomona, California 91766 (“Beneficiary”), and is executed to secure that certain Promissory Note – Project Loan of even date herewith, in the principal amount not to exceed [$________.00], executed by Trustor in favor of Beneficiary, the provisions of which are incorporated in this Deed of Trust – Project Loan by this reference.

This Deed of Trust – Project Loan is made with respect to that certain Affordable Housing Disposition and Development Agreement (Mission Blvd and Palomares St), dated __________, 202__, for reference purposes only, between the Trustor’s predecessor-in-interest and the Beneficiary (the “Affordable Housing Agreement”).

Trustor further grants to Trustee and Beneficiary, pursuant to the UCC, a security interest in all present and future right, title and interest of Trustor in and to all Goods and Intangibles and all of the Trust Estates described above in which a security interest may be created under the UCC (collectively, the “Personal Property”). This Deed of Trust – Project Loan constitutes a security agreement under the UCC, conveying a security interest in the Personal Property to Trustee and Beneficiary. Trustee and Beneficiary shall have, in addition to all rights and remedies provided herein, all the rights and remedies of a “secured party” under the UCC and other applicable California law. Trustor covenants and agrees that this Deed of Trust – Project Loan constitutes a fixture filing under Sections 9313 and 9402(6) of the UCC.

FOR THE PURPOSE OF SECURING, in such order of priority as Beneficiary may elect, the following: (a) payment of that certain Promissory Note – Project Loan dated on or about the same date hereof, in the original principal amount not to exceed [$__________.00] (the “Note”); and (b) due, prompt and complete observance, performance and discharge of each and every monetary and non-monetary condition, obligation, covenant and agreement contained herein, contained in the Secured Obligations, or contained in the Affordable Housing Agreement. The Affordable Housing Agreement, that certain Regulatory Agreement (Mission Blvd and Palomares St) dated on or about the same date hereof between the Trustor and the Beneficiary (“Regulatory Agreement”) and the Note (collectively, “Secured Obligations”) and all of their terms are incorporated herein by reference and this conveyance shall secure any and all extensions, amendments, modifications or renewals thereof, however evidenced.

AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST – PROJECT LOAN, TRUSTOR COVENANTS AND AGREES:

1. That Trustor shall perform its obligations as set forth in the Secured Obligations at the time and in the manner respectively provided therein;

2. That Trustor shall not permit or suffer the use of any of the property for any purpose other than the use for which the same was intended at the time this Deed of Trust – Project Loan was executed;

3. That the Secured Obligations are incorporated in and made a part of this Deed of Trust – Project Loan. Upon default of a Secured Obligation, and after the giving of notice and the expiration of any applicable cure period, subject to the rights of any senior lenders, the Beneficiary, at its option, may declare the whole of the indebtedness secured hereby to be due and payable. This Deed of Trust – Project Loan shall cover, and the property subject hereto shall include, all property now or hereafter affixed or attached to or incorporated upon the Subject Property in, to or under which Trustor now has or hereafter acquires any right, title or interest, which, to the fullest extent permitted by law, shall be deemed fixtures and a part of the Subject Property. To the extent any of the property subject to this Deed of Trust – Project Loan consists of rights in action or personal property covered by the UCC, this Deed of Trust – Project Loan shall also constitute a security agreement, and Trustor hereby grants to Beneficiary, as secured party, a security interest in such property, including all proceeds thereof, for the purpose of securing the Secured Obligations. In addition, for the purpose of securing the Secured Obligations, Trustor hereby grants to Beneficiary, as secured party, a security interest in all of the property described herein in, to, or under which Trustor now has or hereafter acquires any right, title or interest, whether present, future or contingent, including, but not limited to, all equipment, inventory, accounts, general intangibles, instruments, documents and chattel paper, as those terms are defined in the UCC, and all other personal property of any kind (including, without limitation, money and rights to the payment of money), whether now existing or hereafter created, that are now or at any time hereafter (i) in the possession or control of Beneficiary in any capacity; (ii) erected upon, attached to or appurtenant to the Subject Property; (iii) located or used on the Subject Property or identified for use on the Subject Property (whether stored on the Subject Property or elsewhere); or (iv) used in connection with, arising from, related to, or associated with the Subject Property or any of the personal property described herein, the construction of any improvements on the Subject Property, the ownership, development, maintenance, management or operation of the Subject Property, the use or enjoyment of the Subject Property or the operation of any business conducted thereon, including, without limitation, all such property described as the Trust Estate hereinabove. The security interests granted in this Paragraph 3 are hereinafter severally and collectively called the “Security Interest”. The Security Interest shall be self-operative with respect to the real property described herein but Trustor shall execute and deliver on demand such additional security agreements, financing statements and other instruments as may be requested in order to impose the Security Interest more specifically upon the real and personal property encumbered hereby. The Security Interest, at all times, shall be prior to any other interest in the personal property encumbered hereby. Trustor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Beneficiary to establish, maintain and continue the perfected Security Interest. Trustor, on demand, shall promptly pay all costs and expenses of filing and recordation, to ensure the continued priority of the Security Interest. Trustor shall not sell, transfer, assign or otherwise dispose of any personal property encumbered hereby without obtaining the prior written consent of Beneficiary, except that the Trustor may, in the ordinary course of business, replace personal property or dispose of personal property that will not be replaced because of its obsolescence. Unless Beneficiary then agrees otherwise in writing, all proceeds from any permitted sale or disposition in excess of that required for full replacement shall be paid to Beneficiary to be applied on the Note subject to the rights of any senior lenders. Although proceeds of personal property are covered hereby, this shall not be construed to mean that Beneficiary consents to any sale of such personal property. Upon its recordation in the real property records of Los Angeles County, this Deed of Trust – Project Loan shall be effective as a financing statement filed as a fixture filing. In addition, a carbon, photostatic or other reproduced copy of this Deed of Trust – Project Loan and/or any financing statement relating hereto shall be sufficient for filing and/or recording as a financing statement;

4. Subject to the rights of any senior lenders, all rents, profits and income from the property covered by this Deed of Trust – Project Loan are hereby assigned to the Beneficiary for the purpose of discharging the debt hereby secured. Permission is hereby given to Trustor so long as no default exists hereunder after the giving of notice and the expiration of any applicable cure period, to collect such rents, profits and income for use in accordance with the provisions of the Secured Obligations;

7. To pay before delinquency any taxes and assessments affecting said Property; to pay, when due, all encumbrances, charges and liens, with interest, on said Property or any part thereof which appear to be prior or superior hereto; and to pay all costs, fees, and expenses of this trust. Notwithstanding anything to the contrary contained in this Deed of Trust – Project Loan, Trustor shall not be required to pay and discharge any such tax, assessment charge or levy so long as Trustor is contesting the legality thereof in good faith and by appropriate proceedings, and Trustor has adequate funds to pay any liabilities contested pursuant to this Paragraph 7;

12. To pay immediately and without demand all sums so expended by Beneficiary or Trustee, under permission given under this Deed of Trust – Project Loan, with interest from date of expenditure, at the highest rate of interest permitted by law;

14. Trustor further covenants that it will not voluntarily create, suffer, or permit to be created against the property subject to this Deed of Trust – Project Loan any lien or liens except as authorized by Beneficiary and/or as provided in the Secured Obligations and further that it will keep and maintain the property free from the claims of all persons supplying labor or materials which will enter into the construction of any and all buildings now being erected or to be erected on said premises. Notwithstanding anything to the contrary contained in this Deed of Trust – Project Loan, Trustor shall not be obligated to pay any claims for labor, materials or services which Trustor in good faith disputes and is diligently contesting, provided that Trustor shall, at Beneficiary’s written request, within 30 days after the filing of any claim or lien (but in any event, and without any requirement that Beneficiary must first provide a written request prior to foreclosure) record in the Office of the Recorder of Los Angeles County, a surety bond in the amount required by law to protect against a claim of lien, or provide such other security reasonably satisfactory to Beneficiary;

15. That any and all improvements made or about to be made upon the premises covered by this Deed of Trust – Project Loan and all plans and specifications, comply with all applicable municipal ordinances and regulations and all other applicable regulations made or promulgated, now or hereafter, by lawful authority, and that the same will upon completion comply with all such municipal ordinances and regulations and with the rules of the applicable fire rating or inspection organization, bureau, association or office.

IT IS MUTUALLY AGREED THAT:

16. Trustor confirms that if Trustor should sell, enter into a contract of sale, convey, or in any way transfer all or any interest of Trustor in the Real Property encumbered by this Deed of Trust – Project Loan or suffer Trustor’s title or any interest therein to be divested, whether voluntarily or involuntarily, unless the same is a Permitted Transfer as defined in the Affordable Housing Agreement, without the prior written consent of the Beneficiary being first obtained, then subject to the rights of any senior lenders, Beneficiary shall have the right, at Beneficiary’s sole option, to declare all sums payable under the Note secured hereby immediately due and payable in full, irrespective of the maturity date otherwise specified in the Note. No waiver of this right shall be effective unless in writing and signed by the Beneficiary. Consent by the Beneficiary to any one such transaction shall not be deemed a waiver of the right to require such consent to future or successive transactions. Further, upon default under one of the Secured Obligations, and after the giving of notice and the expiration of any applicable cure period provided therein without a cure having been made, subject to the rights of any senior lenders, the Beneficiary, at its option, may declare the whole of the indebtedness secured hereby to be immediately due and payable in full, irrespective of the maturity date otherwise specified in the Note;

19. As is provided more specifically in the Note secured hereby, the provisions of which in this regard shall control over any contrary language in this Paragraph 19, upon default by Trustor in taking any action or in making any payments provided for herein, or in the Secured Obligations, if Trustor shall fail to perform any covenant or agreement in this Deed of Trust – Project Loan within 30 days after written demand therefor by Beneficiary (or, in the event that more than 30 days is reasonably required to cure such default, should Trustor fail to promptly commence such cure within such 30 days, and diligently prosecute same to completion), after the giving of notice and the expiration of any applicable cure period and subject to the rights of any senior lenders, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale, and of written notice of default and of election to cause the property to be sold, which notice Trustee shall cause to be duly filed for record and Beneficiary may foreclose this Deed of Trust – Project Loan. Beneficiary shall also deposit with Trustee this Deed of Trust – Project Loan and all documents evidencing expenditures secured hereby;

21. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Deed of Trust – Project Loan. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust – Project Loan and its place of record, which, when duly recorded in the proper office of the county or counties in which the property is situated, shall be conclusive proof of proper appointment of the successor trustee;

22. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust – Project Loan is hereby waived to the full extent permissible by law;

23. Upon written request of Beneficiary stating that all sums secured hereby have been paid and all obligations secured hereby have been satisfied, and upon surrender of this Deed of Trust – Project Loan to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters of fact shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as “the person or persons legally entitled thereto”;

24. The trust created hereby is irrevocable by Trustor;

25. This Deed of Trust – Project Loan applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term “Beneficiary” shall include not only the original Beneficiary hereunder but also any future successor in interest to Beneficiary. In this Deed of Trust – Project Loan, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. All obligations of Trustor hereunder are joint and several;

26. Trustee accepts this Trust when this Deed of Trust – Project Loan, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law, the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust – Project Loan or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee;

27. The undersigned Trustor requests that a copy of any notice of default and of any notice of sale hereunder be mailed to it at the address set forth in the Deed of Trust – Project Loan;

29. Trustor agrees that the obligations secured by this Deed of Trust – Project Loan are made expressly for the purpose of acquiring the Property and completing the construction work necessary to construct a new 75-unit affordable rental housing development on the Property, as is more specifically provided in the Secured Obligations;

31. Notwithstanding specific provisions of this Deed of Trust – Project Loan, non-monetary performance 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; epidemics; pandemics; a declaration or proclamation of a state of emergency by either the City or by the Governor of the State of California; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor or supplier; acts of the other party; acts or failure to act of the City or any other public or governmental agency or entity (except that any act or failure to act of Beneficiary shall not excuse performance by Beneficiary unless such act or failure to act is allowed or required by law); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. An extension of time for any such cause (a “Force Majeure Delay”) shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause. If, however, notice by the party claiming such extension is sent to the other party more than 30 days after the commencement of the cause, the period shall commence to run only 30 days prior to the giving of such notice. Times of performance under this Deed of Trust – Project Loan may also be extended in writing by the Beneficiary and Trustor;

32. If the rights and liens created by this Deed of Trust – Project Loan shall be held by a court of competent jurisdiction to be invalid or unenforceable as to any part of the obligations described herein, the unsecured portion of such obligations shall be completely performed and paid prior to the performance and payment of the remaining and secured portion of the obligations, and all performance and payments made by Trustor shall be considered to have been performed and paid on and applied first to the complete payment of the unsecured portion of the obligations;

33. If the provisions set forth below in this Paragraph 33 are contrary to provisions in the Secured Obligations, the provisions in the Secured Obligations will control:
(a) Subject to the extensions of time set forth in Paragraph 31, and subject to the further provisions of this Paragraph 33, failure or delay by Trustor to perform any term or provision respectively required to be performed under the Secured Obligations or this Deed of Trust – Project Loan constitutes a default under this Deed of Trust – Project Loan; (b) Beneficiary shall give written notice of default to Trustor, specifying the default complained of by the Beneficiary. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; (c) Any failures or delays by Beneficiary in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by Beneficiary in asserting any of its rights and remedies shall not deprive Beneficiary of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies; (d) If an event of default occurs under the terms of this Deed of Trust – Project Loan, prior to exercising any remedies hereunder or thereunder, Beneficiary shall give Trustor written notice of such default. Trustor shall have a reasonable period of time after such notice is given within which to cure the default prior to exercise of remedies by Beneficiary under this Deed of Trust – Project Loan. In no event shall Beneficiary be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 30 days after the notice of default is first given; (e) If an event of default occurs under the terms of the Secured Obligations, prior to exercising any remedies hereunder or thereunder, Beneficiary shall give Trustor notice of such default. As is provided more specifically in the Secured Obligations, if the default is reasonably capable of being cured within 30 days, Trustor shall have such period to effect a cure prior to exercise of remedies by the Beneficiary under the Secured Obligations, or this Deed of Trust – Project Loan. If the default is such that it is not reasonably capable of being cured within 30 days, and Trustor (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Trustor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Beneficiary. In no event shall Beneficiary be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default.

IN WITNESS WHEREOF, Trustor has executed this Deed of Trust – Land Loan as of the day and year first set forth above.

EXHIBIT A TO
DEED OF TRUST – PROJECT LOAN, SECURITY AGREEMENT AND FIXTURE FILING (WITH ASSIGNMENT OF RENTS)
(Mission Blvd and Palomares St)
Legal Description of Subject Property
[to be inserted]
1603\01\2595738.2

EXHIBIT D
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT D
D-3
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT D
D-7
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT E
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT E
E-9
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT F
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT F
F-1
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT F
F-2
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT G
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT G
G-4
65318.50016\34700316.2
65318.50016\34700316.2
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT H
65318.50016\34700316.2
65318.50016\34700316.2
1603\40\2601399.3

EXHIBIT H
H-1
65318.50016\34700316.2
65318.50016\34700316.2
1603\40\2601399.3

EXHIBIT H
H-24
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT H
ATTACHMENT NO. 1
-1-
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT H
ATTACHMENT NO. 2
- 5 -
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT H
ATTACHMENT NO. 2
- 7 -
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT H
ATTACHMENT NO. 3
3 65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT I
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT J
J-i
1603\01\2595738.2
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT I
I-8
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT J
J-1
65318.50016\34700316.2
65318.50016\34700316.2
1603\40\2603420.3

EXHIBIT J
J-12
65318.50016\34700316.2
65318.50016\34700316.2
1603\40\2603420.3

EXHIBIT K
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT K
K-8
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT L
L-1
65318.50016\34700316.2
65318.50016\34700316.2
1603\01\2595738.2

EXHIBIT L
L-12
65318.50016\34700316.2
65318.50016\34700316.2
iii
65318.50016\34700316.2
65318.50016\34700316.2
51 65318.50016\34700316.2
65318.50016\34700316.2
S-2
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT A
A-1
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT B
B-1
65318.50016\34700316.2
65318.50016\34700316.2

EXHIBIT
C-2
65318.50016\34700316.2
65318.50016\34700316.2
Exhibit A
DRAFT 07/10/2015 DRAFT 07/10/2015
DRAFT
07/10/2015
DRAFT
07/10/2015

TABLE OF CONTENTS
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City Council / Housing AuthorityJune 6, 2022

City Council / Housing Authority
June 6, 2022