Subrecipient Agreement — Riverside City Council, February 3, 2026

AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES

SUBRECIPIENT AGREEMENT
Entrada Project
Sustainable Transportation Infrastructure and Transit-Related Amenities This Affordable Housing and Sustainable Communities Subrecipient Agreement ("'Agreement") is executed on this _day of _ 2025 ("Effective Date"), by and between the CITY OF RIVERSIDE, California charter city and municipal corporation ("City"), and PUBLIC WORKS DEPARTMENT OF THE CITY OF RIVERSIDE ("Subrecipient"). The City and Subrecipient may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS
A. The State of California, the Strategic Growth Council ("SG"'), and the Department of Housing and Community Development ("Department") issued a Notice of Funding Availability dated November 1, 2019 ("NOFA"), under the Affordable Housing and Sustainable Communities ("AHS) Program established under Division 44, Part 1 of the Public Resources Code commencing with Section 75200.

B. Wakeland Entrada LP, a California limited partnership ("Developer"), is in the process of developing a mixed-use project at 1747, 1719, 1753 and 1761 Seventh Street in the City of Riverside, consisting of approximately eight hundred (800) square feet of community benefits space and a multifamily, affordable housing development of approximately sixty-five (65) units ("the Entrada Project"').

C. On or about January 21, 2020, the City and Wakeland Housing And Development Corporation ("Wakeland Corp.") applied for a AHSC grant for funding for the Entrada Project and for associated Sustainable Transportation Improvement ("STI") and Transit-Related Amenities ("TRA") projects to support the Entrada Project.

The City and Wakeland Corp. jointly submitted an application for a grant pursuant to Round 5 of the AHSC Program, for a total amount not to exceed Thirty Million Dollars ($30,000,000), of which Fifteen Million Dollars ($15,000,000) was requested as a loan for an Affordable Housing Development ("AHSC Loan") and Fifteen Million Dollars ($15,000,000) was requested for a grant for Housing-Related Infrastructure, Sustainable Transportation Infrastructure, Transit-Related Amenities or Program activities ("AHSC Grant"), as defined in the AHSC Program Guidelines.

E. On or about August 7, 2020, HCD awarded a AHSC Grant in the amount of Nine Million One Hundred Seventeen Thousand Nine Hundred and Fifty-Two Dollars ($9,117,952) ("Master Grant"') to the City and Wakeland Corp. under the AHSC Program, with the following amounts as set forth below. On or about February 1, 2022, the City and Wakeland Corp. executed a AHSC Co-Applicant Agreement documenting such grant funds:

Subrecipient (Housing-Related Infrastructure) $3,235,000.00 City (Sustainable Transportation Infrastructure) $4,126,495.00 City (Transit-Related Amenity Projects) $1,003,857.00
Subrecipient (Housing and Programs) $752,600.00
F. On or about April 6, 2022, the City, Wakeland Corp. and HCD entered into Standard Agreement 20-AHSC-14692. Copies of the Standard Agreement 20-AHSC-14692 and the AHSC Co-Applicant Agreement are attached hereto as Exhibits A and B and incorporated herein by this reference (collectively, the "AHSC Grant Agreements").

On August 15, 2023, the City Council approved an AHSC Subrecipient Agreement with Wakeland Corp. for disbursement of program grant funds to Riverside Transit Authority (RTA) in an amount not to exceed $1,500,000 for STI projects and $453, 826 for TRA projects.

RTA used a total of $1,600,000 funds. The unspent amount is being reallocated to Public Works.

These projects included the expansion/construction of the Vine Street Mobility Hub including rider/driver amenities, improvements to three bus stops on Chicago/University, and urban greening components service RTA Route 22 and Omni Trans Route 215.

H. After receiving the Master Grant, the City agreed to provide a subgrant to Subrecipient in an amount not to exceed $2,980,321 for Sustainable Transportation Infrastructure and $550,031 for Transportation-Related Amenities ("Subgrant"), all related to or to be used for improvements related to the Entrada Project as set forth in Exhibit C hereto, the "Entrada Sustainable Transportation Infrastructure (STI) and Transportation-Related Amenities (TRA) Scope of Work."
I. The City and Subrecipient now wish to enter into this Agreement to facilitate the distribution of the Subgrant, to define Subrecipient's role and responsibilities with respect to the Subgrant-funded activities, and to expressly bind Subrecipient to applicable provisions of the AHSC Standard Agreement, which is necessary to ensure the ability of the City to comply with its obligations to HCD.

AGREEMENT

1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.

Defined Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings as set forth in the Standard Agreement 20-AHSC-14692.

3. Incorporation of Documents. Standard Agreement 20-AHSC-14692, and all the attachments to the Standard Agreement 20-AHSC-14692are attached hereto as Exhibit "A" and incorporated by reference into this Agreement as though set forth in full in this Agreement ("Incorporated Documents").
2 4. Order of Precedence. The performance of this Agreement must be conducted in accordance with the following order of precedence, except as otherwise expressly provided in this Agreement or the Standard Agreement 20-AHSC-14692: first, the enabling legislation for the AHSC Program; then the Standard Agreement 20-AHSC-14692; then this Agreement.

5. Term. The term of this Agreement begins on the date first set forth above and remains in effect for the duration of the Standard Agreement 20-AHSC-14692, including any amendments thereto ("Term"), unless terminated earlier as provided herein.

6. Subgrant. The City shall pay a grant amount not to exceed $2,980,321 for Sustainable Transportation Infrastructure and $550,031 for Transportation-Related Amenities ("Subgrant" ("Subgrant") all related to or to be used for improvements related to the Entrada Project as set forth in the Entrada Sustainable Transportation Infrastructure ("STI") and Transportation-Related Amenities ("TRA") Scope of Work described in Exhibit "C," attached hereto and incorporated herein, and in accordance with the Sustainable Transportation Infrastructure ("STI") and Transportation Related Amenities ("TRA") Budgets, attached hereto and incorporated herein as Exhibit "D".

7. Time of the Essence. With regards to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

8. Notices. Any notices provided for, or required, to be given hereunder shall be in writing and shall be personally served or given by mail. Any notice given by mail shall be deemed given when deposited in the United States Mail, certified and postage prepaid, addressed to the party to be served as follows:

City Subrecipient
City of Riverside Public Works Department
Housing Authority Attn: Public Works Director
Attn: Michelle Davis 3900 Main Street
3900 Main Street Riverside, CA 92522
Riverside, CA 92522

9. Availability of Funds. The City's allocation of funding to Subrecipient pursuant to this Agreement is contingent upon the availability of Master Grant funds to the City, as referenced in the Recitals of this Agreement. As such, this Agreement is subject to any restriction, limitation, or condition enacted by the State, which may affect the provisions, terms, or funding of this Agreement in any manner. In the event of funding reduction, Subrecipient's Budget may be reduced as a whole or as to cost category, and Subrecipient's authority to commit and spend funds may be limited, and Subrecipient's use of both its uncommitted and unspent funds may be restricted. Any such change shall be reflected by written amendment to this Agreement pursuant to Section 13. Notwithstanding the foregoing, the City may also terminate this Agreement pursuant to Section 14 of this Agreement.

10. Independent Party/Not an Agent of the State. In the performance of this Agreement, Subrecipient and Subrecipient's employees, subcontractors, and agents shall act in an 3 independent capacity as independent contractors, and not as officers or employees of the State.

Subrecipient acknowledges and agrees that the State does not have any obligation to pay or withhold state or federal taxes or to provide workers' compensation or unemployment insurance to Subrecipient, or to Subrecipient's employees, subcontractors and agents. This Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. Subrecipient shall be responsible for any and all taxes that apply to Subrecipient as an employer.

Subrecipient shall determine the method, details, and means by which it operates the Subrecipient Project. Subrecipient shall be responsible to the State only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to the State's control with respect to the physical action or activities of Subrecipient in fulfillment of this Agreement. If in the performance of this Agreement any third persons are employed by Subrecipient, such persons shall be entirely and exclusively under the direction, supervision, and control of Subrecipient All terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirements of law shall be determined by Subrecipient

11. Indemnification. Subrecipient and the City agree to indemnify, defend (with counsel approved by the State), and hold harmless the State, each other, and the State and each other's employees, officers, or agents, from and against any and all claims, injury, damages, liability, loss, or attorney's fees arising out of or in connection with the subject matter or terms of performance of this Agreement or the Standard Agreement 20-AHSC-14692, and from any suit, proceeding, or challenge against the State, each other, or the State or each other's employees, officers, or agents, by a third party alleging that, by virtue of the terms of this Agreement or the Standard Agreement 20-AHSC-14692, the State, each other, or the State or each other's employees, officers or agents have done any wrongful act or breached any representation, whether based on a claim in contract, tort or otherwise, excepting each Party's own gross negligence and intentional misconduct. The provisions of this Section are in addition to, and not in lieu of, any such obligations set forth in the Standard Agreement 20-AHSC-14692. In the event the City and Subrecipient are found to be comparatively at fault for any claim, action, loss, or damage which results from their respective obligations under this Agreement, each Party shall indemnify the other to the extent of its own comparative fault.

12. Insurance. Prior to the execution of this Agreement, Subrecipient, as a governmental organization, shall provide evidence to the City of sufficient self-insurance to satisfy any insurance requirements set forth in the Standard Agreement 20-AHSC-14692.

13. Amendments/Modifications. This Agreement may only be amended or modified in writing by mutual agreement between the City and Subrecipient. Any requests by Subrecipient for modifications or amendments (as may defined in the Standard Agreement 20-AHSC-14692) of or to this Agreement shall be submitted in writing to the City. Any such request is subject to the requirements applicable to City as "Grantee" under the Standard Agreement 20-AHSC-14692. If a request requires a change to the Standard Agreement 20-AHSC-14692and the requested 4 amendment or modification is allowable under the Standard Agreement 20-AHSC-14692, the City shall consider such request and, in its sole discretion, the City may submit the request to the State.

14. Termination.

14.1 For Cause. The City may terminate this Agreement upon ten (10) days' written notice if Subrecipient materially fails to comply with any terms of this Agreement, including but not limited to:

Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and policies or directives as may become applicable at any time, including the AHSC Guidelines;
B. Failure, for any reason, to fulfill in a timely and proper manner its obligations under this Agreement;
C. Improper use of the Subgrant provided under this Agreement; and
Submission of reports that are incorrect or incomplete in any material respect.

14.2 Availability of Funding. Should funding change pursuant to Section 9 of this Agreement, the City may terminate this Agreement upon three (3) days' written notice to Subrecipient

14.3 Without Cause. Notwithstanding any other provision of this Agreement, this Agreement may be terminated for convenience by either Party, upon thirty (30) days' written notice to the other Party.

14.4 Costs Following Termination. Costs of Subrecipient resulting from obligations incurred by Subrecipient after termination of this Agreement are not allowable unless the City expressly authorizes them.

15. Data Privacy. Subrecipient shall implement and maintain reasonable security procedures and practices with respect to any personal identifying information disclosed to Subrecipient in the course of performing this Agreement. Subrecipient shall notify the City within twenty-four (24) hours of Subrecipient's determination that a security breach has occurred with regards to any personal information disclosed to Subrecipient in the course of performing the Agreement and shall conduct such investigation and provide such notice as required by law in the event of such breach.
5 16. Program Records. Subrecipient shall maintain financial, programmatic, statistical and other supporting records of its operations and financial activities, including but not limited to, documentation of all Subgrant funds received from the City or other sources to operate the Subrecipient Project, documentation of expenses identified in the Budget, and any other related records as City may require from time to time. Such records shall be retained for a period of four (4) years after the Performance Period, as defined in the Standard Agreement 20-AHSC-14692, unless a longer period of records retention is stipulated.

17. Nondiscrimination. During Subrecipient's performance of this Agreement, Subrecipient shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, genetic information, gender, gender identity, gender expression, or sexual orientation, military and veteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Further, Subrecipient agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.

18. Authorized Signatories.

18.1 City. The City of Riverside's City Manager, or his designee, is authorized to sign this Agreement and related documents on behalf of the City. The City's day-to-day point of contact is the City's Housing Authority Manager ("City Representative") unless otherwise provided by the City in writing once this Agreement is executed.

18.2 Subrecipient. Before or concurrently with its execution of this Agreement, Subrecipient shall submit documentation to the City that identifies the individual who is authorized to sign this Agreement and the Subrecipient Project deliverables and related documents on behalf of Subrecipient ("Authorized Signatory". The documentation shall also identify any additional authorized designees ("Authorized Designees") as well as Subrecipient's day-to-day grant manager, i.e., the person who has ultimate review and approval authority for all Subrecipient Project-related invoices and billing ("Grant Manager"). Subrecipient shall keep such documentation current and submit changes through email to the City Representative, as needed.

19. Compliance with Incorporated Documents. Subrecipient shall comply with all applicable provisions of the Incorporated Documents. In complying with its obligations under the Incorporated Documents, Subrecipient shall comply with all applicable terms and conditions binding on the "Grantee" or, where referenced, "Partners" under the Incorporated Documents.

20. Responsibility; Standard of Care.

20.1 Subrecipient shall manage, monitor, and accept responsibility for the performance of its own staff, agents, and subcontractors, and shall conduct Subrecipient Project 6 activities and services consistently with professional standards for the industry and type of work being performed under this Agreement.

20.2 Subrecipient shall notify the City if it or its subcontractors are revoked, disbarred, suspended, proposed for disbarment, declared ineligible, or voluntarily excluded from the Subrecipient Project. No contract or subcontract can relieve Subrecipient of its responsibilities and obligations under the terms of this Agreement. Subrecipient agrees to be fully responsible to the City and the State for the acts and omissions of Subrecipient, its subcontractors, and of all persons either directly or indirectly employed by them.

21. Project Readiness.

21.1 Subrecipient shall timely achieve readiness related to the Subrecipient Project, in accordance with the Incorporated Documents, including, but not limited to, the schedules set forth in the Standard Agreement 20-AHSC-14692.

21.2 Subrecipient shall not proceed with reimbursable Subrecipient Project work until the City provides Subrecipient with written notice to proceed or as otherwise described in the Standard Agreement 20-AHSC-14692.

22. Reporting Requirements.

22.1 Subrecipient shall track required information and provide all documents, progress reports, invoices, and other submissions to the City in accordance with the requirements of the Incorporated Documents.

22.2 The format must be in accordance with the requirements that are set forth in the Standard Agreement 20-AHSC-14692, and any applicable exhibits thereto, or in a similar format as requested by the City.

22.3 Subrecipient shall submit such documentation in a timely manner as specified in this Agreement, or upon request by the City, to allow the City to comply with its obligations to the State under the Standard Agreement 20-AHSC-14692.

23. Costs.

23.1 Subrecipient shall ensure that invoices submitted by Subrecipient to the City comply with the eligible cost requirements and are accompanied by adequate documentation, as detailed in the Standard Agreement 20-AHSC-14692. Invoices and accompanying documentation are hereinafter referred to as "Invoice Packages."

23.2 Subrecipient shall not submit Invoice Packages to the City for any ineligible costs, as described in the Standard Agreement 20-AHSC-14692. 7 24. Billing.

24.1 For all Invoice Packages, Subrecipient shall utilize any invoice templates provided or referenced in the Standard Agreement 20-AHSC-14692, or such other similar forms approved or requested by the City. Subrecipient's Invoice Packages shall conform to all requirements as detailed in the Standard Agreement 20-AHSC-14692, except as otherwise specified by the City.

24.2 Subrecipient shall submit Invoice Packages within fifteen (15) calendar days before the due date of any reporting period as shown in the Standard Agreement 20-AHSC- 14692. If Subrecipient fails to submit an Invoice Package by this date, Subrecipient shall wait to submit it in the next reporting period.

24.3 The City will not process payment of an Invoice Package until funds are received from the State. If the State does not provide funds to the City, the City is under no obligation to pay the Invoice Package. Upon receipt of funds from the State, the City will process and pay outstanding invoices within thirty (30) days.

25. Repayment of Funds. If funds are not expended or have not been expended in accordance with this Agreement and the Incorporated Documents, or if real or personal property that is acquired with Subgrant funds is not being used or has not been used in accordance with the Agreement and the Incorporated Documents, the City or the State may take appropriate action under this Agreement, at law or in equity, including but not limited to either or both of the following:

25.1 Requiring Subrecipient to forfeit any unexpended portion of the Subgrant.

25.2 Requiring Subrecipient to repay any funds improperly expended or paid to Subrecipient

26. Project-Specific Requirements.

26.1 Among its other obligations under this Agreement, Subrecipient shall comply with every provision in the Implementation Grant Agreement that relates to the Subrecipient Project (each such provision, a "Project-Specific Requirement").

26.2 Each obligation of "Grantee" under a Project-Specific Requirement is an obligation of Subrecipient, except as otherwise set forth in this Agreement. As between Subrecipient and the City, any reference to or any right of the State as set forth in a Project-Specific Requirement applies to the City and may be enforced by the City on its own behalf or an on behalf of, or at the direction of, the State. A reference in a Project-Specific Requirement to the "Grant Agreement" is deemed to refer to this Agreement for purposes of this section. 8 27. Monitoring and Oversight.

27.1 The City and the State, or their designated representatives, each has the right to visit the Subrecipient Project site and to complete inspections in accordance with the Standard Agreement 20-AHSC-14692.

27.2 Subrecipient shall make the Grant Manager available for any meetings with the City and the State, as may be requested.

28. Recordkeeping.

28.1 Subrecipient shall comply with the recordkeeping requirements set forth in the Standard Agreement 20-AHSC-14692.

28.2 Subrecipient shall provide evidence to the City, upon request, of its recordkeeping practices and procedures, and shall provide the City with access to any record required to be maintained in accordance with the Standard Agreement 20-AHSC-14692.

29. Public Records Act; Publicly.

29.1 Subrecipient recognizes that documents and other records produced in performance of this Agreement, as detailed in the Standard Agreement 20-AHSC-14692, may be subject to disclosure under the Public Records Act.

29.2 Subrecipient shall not utilize any such materials for any profit-making venture or sell or grant rights to a third party who intends to do so.

29.3 The City and the State have the right to use any document, record, or data described in this Section for any public purpose.

29.4 Subrecipient shall comply with all requirements of the Standard Agreement 20-AHSC-14692the same as if Subrecipient were the Grantee under that Agreement. Furthermore, Subrecipient shall submit copies of all publicity materials that may reference to the Subrecipient Project (including but not limited to signage, flyers, pamphlets, website, emails, etc.) to the City's City Manager (or his or her designee) for prior approval, at the City Manager's sole and absolute discretion. Subrecipient may not publish any project-related publicity material without the City Manager's prior approval.

30. Audit and Record Retention.

30.1 Subrecipient shall maintain all records for possible audit, as set forth in Section 24 of the Standard Agreement 20-AHSC-14692.
9 30.2 The City and the State, or their designated representatives, each has the right during normal business hours to review and copy any record and supporting documentation pertaining to the performance of this Agreement and to interview any employee who might reasonably have information related to such records.

30.3 Subrecipient and its subcontractors shall maintain copies of Subrecipient Project records for at least four (4) years after the Performance Period ends. If a longer period of records retention is stipulated to by the City or the State, and Subrecipient has notice of the longer retention period, it and its subcontractors shall maintain project records for the longer retention period.

30.4 The City and the State each have the right to conduct an audit each year during the term of this Agreement and up to four (4) years after the Performance Period.

30.5 The City and the State each may require recovery of payment from Subrecipient, issue a Stop Work Order, or terminate this Agreement, as warranted, based on an audit finding, or avail itself of any other proper remedy available in law or equity.

31. Compliance.

31.1 Subrecipient shall comply with all applicable federal, state, and local laws, ordinances, regulations, plans, and design standards. Subrecipient shall secure and maintain all permits or licenses required by authorities having jurisdiction over the Subrecipient Project area.

Subrecipient shall comply with applicable requirements of the California Environmental Quality Act as it relates to County's obligations under this Agreement. County shall promptly provide evidence of compliance upon request by the City.

31.2 Subrecipient represents and warrants that it is not and will not become:
(A) In violation of any order or resolution subject to review promulgated by California Air Resources Board or an air pollution control district;
(B) Subject to a cease-and-desist order subject to review issued pursuant to Section 13301 of the California Water Code for violation of waste discharge requirements or discharge prohibitions; or
(C) Determined to be in violation of provisions of federal law relating to air and water pollution.

31.3 Subrecipient shall ensure that its Subcontractors comply with all terms in this Section with respect to the Subrecipient Project.
10 32. Third-Party Rights. Nothing in this Agreement gives any right or benefit to any entity other than the City and the State.

33. Entire Agreement. This Agreement with its exhibits, and the Incorporated Documents, represents the entire understanding of the City and Subrecipient as to those matters contained herein and supersedes and cancels any prior or contemporaneous oral or written understanding, promises, or representations with respect to those matters covered.

34. Counterparts. This Agreement may be signed by the Parties hereto in counterparts, each of which shall be an original but all of which together shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or electronic transmission, such signature shall create a valid and binding obligation of the party executing or on whose behalf such signature is executed) with the same force and effect as though such facsimile or electronic signature page were on original thereof.

35. Exhibits. The following exhibits attached hereto are incorporated herein to this Agreement by this reference:

Exhibit "A" - Standard Agreement 20-AHSC-14692
Exhibit "B" - AHSC Co-Applicant Agreement
Exhibit "C" - Entrada Sustainable Transportation Infrastructure ("STI") and Transportation-Related Amenities ("TRA") Scope of Work
Exhibit "D" -- Sustainable Transportation Infrastructure ("STI") and Transportation Related Amenities ("TRA") Budgets
[SIGNATURES ON FOLLOWING PAGE.J
IN WITNESS WHEREOF, Parties have caused this Agreement to be duly executed the day and year first above written.

CITY OF RIVERSIDE, PUBLIC WORKS DEPARTMENT
a California charter city and municipal
corporation By: gilbert seandey
Gilbert Hernandez
Public Works Director
By:

City Manager
Dated: 10/28/2025
ATTESTED TO:

By:_
City Clerk
CERTIFIED AS TO AVAILABILITY OF FUNDS:

By Kistlun
Chief Financial Officer
APPROVED AS TO FORM:

By: Sean uphy
Assistant City Attorney
23-0537 sw 5/8/23 --- 312442SBM 10/17/25
\Rc-citylawlcycom|WPDOCS\D008\P036\00718488.DOCX
12 EXHIBIT "A"
AHSC Standard Agreement 20-AHSC-14692
STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SCO ID:

SERVICES AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER (If applicable)

STANDARD AGREEMENT
STD 213 (Rav. 04/2020) 20-AHSC-14692

1. This Agreement is entered into between the Contracling Agency and the Contractor named below:

CONTRACTING AGENCY NAME

DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT

CONTRACTOR'S NAME
Clty of Riverside, and Wakeland Housing and Development Corporation

2. The term of this Agreement Is:

START DATE
Upon HCD Approval

THROUGH END DATE
06/30/2041

3. The maximum amount of this Agreement is:
$9,117,952.00

4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement.

EXHIBITS TITLE PAGES
Exhlbit A Authority, Purpose and Scope of Work
Exhibit B Budget Detail and Payment Provisions
Exhibit C* State of California General Terms and Conditions Exhibit D AHSC Program Terms and Conditions
Exhibit E Special Conditions 1
TOTAL NUMBER OF PAGES ATTACHED 38
Items shown with an asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto.

These documents can be viewed at hips www das.ca gow/OLS/Resources IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.

CONTRACTOR
CONTRACTOR NAME if other than an individual, state whether a corporation, partnership, etc.) See Attached

CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP
See Attached See Attached See Attached See Attached

PRINTED NAME OF PERSON SIGNING TITLE
See Attached

CONTRACTOR AUTHORIZED SIGNATURE DATE SIGNED
See Attached See Altached

STATE OF CALIFORNIA

CONTRACTING AGENCY NAME
Department of Housing and Community Development

CONTRACTING AGENCY ADDRESS CITY STATE ZIP
Sacramento CA 95833
2020 W. El Camino Ave., Suite 130

PRINTED NAME OF PERSON SIGNING TITLE
Contracts Manager,
Michael White Business & Contract Services Branch

CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED
Michael White 4/6/2022
California Department of General Services Approval (or exemption, if applicable) Exempt per; SCM Vol. 1 4.04.A.3 (DGS memo dated 06/12/1981) STATE OF CALIFORNIA City of Riverside
STANDARD AGREEMENT Wakeland Housing and Development Corporation 20-AHSC-14692
STD 213 (Rev. 06/03)

Page 2 of 2 ends

CONTRACTOR
City of Riverside
a municipal corodration, corporate and politic
3/31/22 Attest:

By: . Date:

DONESIA GAUSE
Al Zelinka City Clerk
City Manager, City of Riverside
CERTIFIED AS TO FUNDS AVAILABILITY:

Address: BY ASSISTANT CHIE REVEAST FORM
3900 Main Street
Riverside, CA 92522 DEPUTY CITY ATTORNEY
Wakeland Housing and Development Corporation
a California nonprofit public benefit corporation
By: Date:

Kenneth L Sauder
President and Chief Executive Officer
Address:
1230 Columbia Street, Suite 950
San Diego, CA 92101
Prep Date: 03/07/2022
STATE OF CALIFORNIA City of Riverside
STANDARD AGREEMENT Wakeland Housing and Development Corporation STD 213 (Rev. 06/03) 20-AHSC-14692
Pago 2 of 2

CONTRACTOR
City of Riverside
a municipal corporation, corporate and politic
By: Date:

Al Zelinka
City Managar, Clty of Riverside
Address:
3900 Main Street
Riverside, CA 92522
Wakeland Housing and Development Corporation
a Cateria raprot myla benent corporation By: Ken Dato: MARch 30,2022 Kenneth L Sauder
President and Chief Executive Officer
Address:
1230 Columbia Street, Suite 950
San Diego, CA 92101
Prep Date: D3/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 1 of 11 ends

EXHIBIT A

AUTHORITY, PURPOSE AND SCOPE OF WORK
Authority & Purpose
This Standard Agreement, STD 213, (hereinafter "Agreement") is the result of the Tecipient's application ("Application") for funding under the Affordable Housing and Sustainable Communities ("AHS") Program ("Program") pursuant to:

Part 1 of Division 44 of the Public Resources Code (commencing with Section 75200);
The Program Guidelines dated October 31, 2019 ("Guidelines"), issued by the State of California, Strategic Growth Council ("SGC") and as may be amended from time to time; and
C. The Program's Notice of Funding Availability ("NOFA ) issued by the Departmen lousing and Community Development ("Department' or "HCD"), is dater November 1, 2019.

The Application, and the Project Report dated 6/25/2020 (the "Project Report") including all representations made therein, are hereby incorporated in this Agreement by this reference.

The Guidelines and the NOFA are available on the Program Web site at:
http://sqc.ca.gov/programs/ahsc/docs/20191209-FINAL AHSC Round 5 FY18- 19 Guidelines Amended 12.9.19.pdf
By entering into this Agreement and thereby accepting the award of Program grant funds ("Grant"), the Recipient agrees to comply with applicable statutory law, Guidelines, the NOFA, and this Agreement, to abide by the representations made in the Application, and the terms and conditions of the Disbursement Agreement, which is more particularly described in Exhibit B, attached hereto.

Definitions
Capitalized terms herein shall have the meaning of the definitions set forth in the Guidelines, and page 1 of this Exhibit A, in addition:

Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 2 of 11 ends

EXHIBIT A
"Affordable Housing Development" refers to the residential rental Affordable Housing Development described in the Application providing the affordable housing units, as described therein, in consideration of that portion of the Grant. The Affordable Housing Development shall meet all the criteria for an eligible project as set forth Section 103(a)(1) of the Guidelines.
"Recipient" refers to the entity or entities submitting an application or to a related entity approved by the Department entering into this Agreement and identified as "Contractor" on page 1 to this Agreement (STD 213). In the case of joint applicants, "Recipient" shall also refer to each applicant or the Department-approved assignee of such applicant.

Each joint applicant shall be jointly and severally liable for all obligations of a Recipient as set forth herein.

Any reference to a specific "Section" or "section" of the Guidelines shall initially refer to that specific numbered section of the Guidelines adopted on and dated October 29, 2019. Notwithstanding, if and when the Department amends any portion of the Guidelines, all references herein to any such portion of the Guidelines shall be deemed to refer to the updated version of the Guidelines, either in whole or in part, as may be applicable. To the extent that any Guidelines section or sections (Section or Sections) provision is or are amended, and thereafter receive(s) a new Guidelines section number(s), any reference herein to the old Guidelines section(s) number(s) shall be interpreted to refer instead to the Guidelines section(s) that is (or are) intended to replace the content and substance of the former Guidelines section(s).

3. Scope of Work
The Scope of Work ("Work") for this Agreement shall consist of one or more of the following categories, by or on behalf of the Recipient, within the Program Project Area as detailed in this Exhibit A and the Project Report:

Included Grant Award Categories
('x")
Housing-Related Infrastructure (HRI)
Program Costs (PGM)
Sustainable Transportation Infrastructure (STI)
Transportation-Related Amenities (TRA)
The Department, the Recipient and other parties as required by the Department shall enter into a Disbursement Agreement governing among other things the disbursement of Program funds as more particularly described in Exhibit B hereto.

Page 3 of 11 ends

EXHIBIT A
At the request of the Department, Recipient shall provide further and additional evidence sufficient to demonstrate the existence and/or completion of the items listed in the Project Report for which the Recipient's Application received points. Failure to provide such evidence to the reasonable satisfaction of the Department may result in a reevaluation of the Application and the reductions or cancellation of the amount of the grant award, require repayments of any disbursed Program funds and the disencumbrance of Program funds awarded.

Location of Housing Entrada
Development (APN, 1705-1761 7% Street, Riverside, CA 92507 address, parcel map, Riverside County
specific plan or similar
reference) City and County APN: 211-181-019, 211-181-020, 211-181-021, 211- 181-022, 211-181-024, 211-181-025, and 211-181-026
Enter the number of units by bedroom size and income level.

AHSC
Assisted TOTAL
# of # of Project Units* Income Limit RESTRICTED
Bedrooms Units (Affordable (% of AMI) UNITS**
Housing
Development)
1 5 2 30% 5
8 2 50% 8
1 2 2 60% 2
2 5 30% 5
2 12 2 50% 12
2 2 2 60% 2
2 1 Manager 0
3 3 2 30% 3
3 18 2 50% 18
3 9 1 60% 9
Total 65 64
Project
Units
Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 4 of 11 ends

EXHIBIT A
A. HRI
The Scope of Work for this Agreement for Housing-Related Infrastructure ('HRI Work") shall consist of the following:

The recipient shall perform all capital improvements, soft costs and impact fees associated with predevelopment and construction components including implementation of the Water Quality Management Plan; relocation of sewer line, storm drain and existing overhead power lines and closure of unnecessary driveways.

The Affordable Housing Development and housing as designated in the Application that is supported by the HRI Work, and which is to be developed and constructed by the Recipient, or other developer, contains the following unit mix. * Rental Affordable Housing Developments must include at least 20 percent of the total residential units as Affordable Units with an overall Project average affordability of all Restricted Units within the Project no greater than 50 percent represented by Area Median Income (AMI).
**Total Restricted units include all units restricted by AHSC and the Tax Credit Allocation Committee (TCAC). The Grant amount was calculated based on the number of Total Restricted Units.

The HRI Work is necessary for the development of the Affordable Housing Development. The Recipient is responsible for and shall ensure the completion of the HRI Work and the completion and occupancy of the Housing Development in accordance with the criteria set forth above and in the Project Report. The Department reserves the right to review and approve all HRI Work to be performed by the Recipient, or contracted by the Recipient, in relation to this Agreement. Any revision to the HRI Work shall be submitted in writing for review and approval by the Department and shall require an amendment to this Agreement.

B. Program Costs
The Scope of Work for this Agreement for Program (PGM) Costs ("PGM Work"), shall consist of the following:

Page 5 of 11 ends

EXHIBIT A
Recipient shall provide 6,600 Riverside Transit Agency CommuterLink monthly transit passes. Passes will be available to residents of the community including all residents of the AHD at no cost for a total of 6-years. Transit ridership training classes.

The Recipient is responsible for and shall ensure the completion of the PGM Work associated with the Program Costs in accordance with the criteria set forth be submitted in writing for review and approval by the Department and shall require an amendment to this Agreement.

Sustainable Transportation Infrastructure
The Scope of Work for this Agreement for Sustainable Transportation Infrastructure ("STI Work") shall consist of the following:

Recipient shall provide expansion of a transit hub to accommodate 2 additional bus bays with rider and driver amenities and urban greening components serving RTA route 22 and OmniTrans route 215. Installation of a Class IV bike lane, a diagonal crosswalk adjacent to bus stops #1710, 1757 and 1787, 10 additional crosswalks with pedestrian signals on University Avenue; protected pedestrian crossing at Patterson Park near bus stop #1787. Traffic calming/reduced vehicular speed through the installation of 4 high visibility crosswalks; overhead lighting; additional 3 parklets and a mural on Park Avenue The Recipient is responsible for and shall ensure the completion of the STI Work in accordance with Program requirements, the Application, and the criteria set forth in the Project Report. The Department reserves the right to review and approve all STI Work to be performed by the Recipient in relation to this Agreement. Any revision to the STI Work shall be submitted in writing for review and approval by the Department and shall require an amendment to this Agreement.

D. Transportation-Related Amenities
The Scope of Work for this Agreement for Transportation-Related Amenities ("TRA Work") shall consist of the following:

Affordable Housing and Sustainable Communities (AHS) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 6 of 11 ends

EXHIBIT A
Recipient shall provide ADA improvements, bus shelters, benches, signage, lighting, trash receptacles, and installation of a solar powered shaded walkway adjacent to bus stop #1710, 1757 and #1787. Walkway will also include nighttime art installation using solar powered light.

The Recipient is responsible for and shall ensure the completion of the TRA work in accordance with the criteria set forth above and in the Project Report.

The Department reserves the right to review and approve all TRA Work to be performed by the Recipient in relation to this Agreement. Any revision to the TRA Work shall be submitted in writing for review and approval by the Department and shall require an amendment to this Agreement.

Criteria Applicability
Based on the points awarded to its Application, Recipient assures the Department of the existence of the following criteria of Section 107:

Guideline Reference Affordable Developments and Housing-Related infrastructure Sustainable Transportation Infrastructure Transportation- Related Amenities Program Creation Expansio Program
• Capital Projects Program
Costs
Estimated GHG Reductions based
on GHG Quantification Methodology x. x
Extent to which Project incorporates
Active Transportation Improvements
Extent to which the Project
incorporates Green Buildings and
Renewable Energy
Extent to which Project incorporates
d Housing and Transportation x
Collaboration
Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 7 of 11 ends

EXHIBIT A
Guideline Reference Affordable Developments and Housing-Related Infrastructure Sustainable Transportation Infrastructure Transportation- Related Amenities Program Creation Expansion Capital Projects Program
Costs
Extent to which Project incorporates
e Location Efficiency and Access to X X X
Destinations
Extent to which Project Leverages
non-AHSC Funds
Anti-Displacement
Extent to which Project incorporates
h
Prohousing Local Policies
Local Workforce Development &
Hiring Practices.

Housing Affordability
X
Programs
Urban Greening
A. GHG Emissions Reductions Estimate
Based on the inputs in the Application, the estimated total MTCOZe over the life of the project is 31,898. This information can be found on the Strategic Growth Council's website in a document called AHSC Round 4 Data for Public Release.

Page 8 of 11 ends

EXHIBIT A
Performance Milestones

HRI PERFORMANCE MILESTONES DATE
Executed binding agreement between the Recipient and developer of the proposed Housing Development detailing the terms and conditions 02/09/2018 of the Project development
Site Control of Housing Development site(s) by proposed housing 10/14/2018 developer.

Completion of all necessary environmental clearances, including those 03/10/2020 required under CEQA and NEPA.

Obtaining all necessary and discretionary public land use approvals. 12/15/2018 Obtaining all enforceable funding commitments for at least the first 07/30/2023 phase of the Housing Development supported by the HRI.

Obtaining all enforceable funding commitments for all construction 07/30/2023 period financing for the HRI
Obtaining enforceable commitments for all construction/permanent financing described in the Sources and Uses including substantially final 07/20/2023 construction and permanent loan documents, and tax credit syndication documents for remaining phases of Project.

Submission of Final Construction Drawings and Specifications to the 07/20/2023 appropriate local building department or permitting authority.

Commencement of construction of the HRI. 07/30/2023
Construction of HRI complete. 07/30/2024
Program funds fully disbursed. 07/30/2025
Recipient shall ensure the completion of the Performance Milestones set forth below by the designated dates. When Recipient misses or anticipates missing a Performance Milestone deadline, Recipient shall notify the Department in writing as soon as is reasonably practicable. In this notification, Recipient shall explain why the deadline has been or will likely be missed; provide a status update relative to the other Performance Milestone deadlines; and provide assurances that it will meet the remaining Performance Milestone deadlines. Recipient's failure to provide a timely written notification shall be considered a default under this Agreement.

Page 9 of 11 ends

EXHIBIT A

PGM PERFORMANCE MILESTONES DATE
Identification and commitment of program operator and partners. 02/06/2020 Completion of a business or a work plan. 02/01/2024
Program funds fully disbursed. 06/30/2025

STI PERFORMANCE MILESTONES DATE
Executed binding agreement between the Recipient and developer of the proposed development detailing the terms and conditions of the 02/29/2020 Project development.

Site Control of STI site(s) by proposed developer. 12/31/2020 Completion of all necessary environmental clearances, including those 12/31/2020 required under CEQA and NEPA.

Obtaining all necessary and discretionary public land use approvals. N/A Submission of Final Construction Drawings and Specifications to the N/A appropriate local permitting authority.

Commencement of construction of STI. 07/30/2023
Construction completion of STI and closeout. 07/30/2026 Program funds fully disbursed. 07/30/2026
Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 10 of 11 ends

EXHIBIT A

TRA PERFORMANCE MILESTONES DATE
Executed binding agreement between the Recipient and developer of the proposed development detailing the terms and conditions of the 02/29/2020 Project development.

Site Control of TRA site(s) by proposed developer. 12/31/2020 Completion of all necessary environmental clearances, including those 12/31/2020 required under CEQA and NEPA.

Obtaining all necessary and discretionary public land use approvals. N/A Submission of Final Construction Drawings and Specifications to the appropriate local permitting authority. N/A
Commencement of construction of TRA. 07/30/2023
Construction completion of TRA and closeout. 07/30/2026 Program funds fully disbursed. 07/30/2026

6. HCD Contract Coordinator
The HCD Contract Coordinator of this Agreement for the Department is the Division of Financial Assistance Loan Closing AHSC Program Manager, or the Manager's designee. Unless otherwise informed, any notice, report, or other communication required by this Agreement shall be mailed by first class to the HCD Contract Coordinator at the following address:

Loan Closing AHSC Program Manager
Division of Financial Assistance - Loan Closing Section Department of Housing and Community Development
P.O. Box 952054
Sacramento, California 94252-2054
Affordable Housing and Sustainable Communities (AHS) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 11 of 11 ends

EXHIBIT A

7. Recipient Contact Coordinator
The Recipient's Contract Coordinator for this Agreement is listed below. Unless otherwise informed, any notice, report, or other communication required by this Agreement shall be mailed by first class to the contact at the following address:

Recipient: Wakeland Housing and Development Corporation Authorized Kenneth L. Sauder
Representative Name:

Authorized President and Chief Executive Officer
Representative Title:

Address: 1230 Columbia Street, Suite 950, San Diego, CA 92101
Phone No.: (619) 235-2296
Email: [email protected]
Recipient: City of Riverside
Authorized Al Zelinka
Representative Name:

Authorized City Manager
Representative Title:

Address: 3900 Main Street, Riverside, CA 92522
Phone No.: (951) 826-5553
Email: [email protected]
Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 1 of 9 ends

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS
Project Sources and Uses
The preliminary projected sources and uses ("Sources and Uses") set forth in this cost for Infrastructure Project exceeding that set forth therein shall be the responsibility

2. Contract Amount
A. For the purposes of performing the Work, the Department agrees to provide the aggregate amount identified on page 1, number 3 of this Agreement (STD 213) in the form of a grant ("Grant") for the uses identified in the Sources and Uses. In no instance shall the Department be liable for any costs for the Work more than this Grant amount, or for any unauthorized or ineligible costs.

For the purposes of performing the Work related to the HRI, as set forth in Exhibit A, the Department agrees to provide $3,235,000 in the form of a grant for the uses identified in the Sources and Uses. In no instance shall the Department be liable for any costs for the Work more than this amount, or for any unauthorized or ineligible costs.

For the purposes of performing the Work related to the PGM, as set forth in Exhibit A, the Department agrees to provide $752,600 in the form of a grant for the uses identified in the Sources and Uses. no instance shall the Department be liable for any costs for the Work more than this amount, or for any unauthorized or ineligible costs.

For the purposes of performing the Work related to the STi, as set forth in Exhibit A, the Department agrees to provide $4.126,495
in the form of a grant for the uses identified in the Sources and Uses. In no instance shall the Department be liable for any costs for the Work more than this amount, or for any unauthorized or ineligible costs. 4) For the purposes of performing the Work related to the TRA, as set forth in Exhibit A, the Department agrees to provide $1,003,857
Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 2 of 9 ends

EXHIBIT B
in the form of a grant for the uses identified in the Sources and Uses. In no instance shall the Department be liable for any costs for the Work more than this amount, or for any unauthorized or ineligible costs.

B. The Department may approve a request from the Recipient to reallocate funds between authorized activities and itemized amounts stated in the budget for the designated grant Work, except where Scoring Criteria, total point scores, or overall ranking of the Project is impacted. Reallocation of funds between authorized activities that impact any of these areas will not be allowed. Changes in aggregate of ten percent or less, of the total grant amount between activity categories during the term of this Agreement, and expenditures pursuant thereto, may be made only after the Department's express written approval, but do not require a written amendment to this Agreement.

3. Other Funding Sources
Where the Sources and Uses set forth in this Exhibit B identify funds other than Program funds, those funds shall be expended and applied to Project costs as provided therein. Recipient agrees that it will make best efforts to ensure that the other funds specified in the Sources and Uses are available for disbursement as provided in this Exhibit and approved for the use specified in the Sources and Uses, except to the extent the Sources and Uses may be updated and modified by the Disbursement Agreement described below. The Recipient shall provide evidence and assurance of the commitment and availability of such other sources of funding identified in the Sources and Uses as provided in the Disbursement Agreement. The terms and conditions of all construction financing to be used in conjunction with the Program funds shall be subject to the Department's review and approval.

4. Completion Dates
A. Program funds must be disbursed no later than December 31, 2025.

B. All un-disbursed funds remaining as of December 31, 2025, shall be disencumbered.
. C. All invoices for payment must be submitted to the Department no later than July 30, 2025.

D. This Agreement shall expire on June 30, 2040.

Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 3 of 9 ends

EXHIBIT B
Method of Payment
A. Payment shall be made as reimbursed progress payments as set forth in the Disbursement Agreement. Recipient shall request payment for work completed on forms provided by the Department and subject to such documentation as the Department may require.

B. The Department shall not authorize payments unless it determines that the Program funds shall be expended and disbursed in compliance with the terms and provisions of the Guidelines, the NOFA, this Agreement, and the Disbursement Agreement.

6. Disbursement Agreement
A. The Recipient, the Department and such other parties as may be reasonably required by the Department, shall enter into a Disbursement Agreement in a form provided by the Department. The Disbursement Agreement shall contain a specific description of the Work and an updated Sources and Uses therefore, including an updated table of Sources and Uses, and the specific terms and conditions for the disbursement of Program funds. In the event of a conflict between this Agreement and the Disbursement Agreement, as determined by the Department, the terms of the Disbursement Agreement, being the later and more specific document, shall govern; provided however, that no resolution of any such conflict shall be contrary to, or result in a waiver or violation of, the Guidelines or the NOFA.

B. The requirement for a Disbursement Agreement, set forth in this paragraph, may be waived by the Department where, at its sole discretion, it determines that:

Satisfactory completion of the Work has occurred,
Proper disbursement and use of Program funds have occurred, Performance of, and compliance with, all the obligations, terms and conditions of this Agreement have occurred, and,
Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 4 of 9 ends

EXHIBIT B
4) Compliance with all applicable statutes, laws, guidelines, and regulations, all have been or will be achieved without the execution of a Disbursement Agreement. The Department may require the submittal by the Recipient of such information, records, documents, certificates, and other material, as it deems necessary to make this determination.

C. Payee record information is required for payments) to be made. All payee(s) receiving grant funds shall be listed below:

Payee Name: Activity: Award Amount:

Wakeland Housing and Housing-Related Infrastructure $3,235,000.00 Development Corporation
City of Riverside Sustainable Transportation Infrastructure $4,126,495.00 City of Riverside Transit-Related Amenities $1,003,857.00 Wakeland Housing and Programs $ 752,600.00
Development Corporation
Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 5 of 9 ends

EXHIBIT B

SOURCES AND USES - HRI

PROJECT BUDGET

HRI DEVELOPMENT BUDGET AND SOURCES
Entrada Wakeland Housing and Development
Corporation

ESTIMATED HRI CAPITAL DEVELOPMENT COSTS

IMPROVEMENT PROJECT COSTS BY FUNDING SOURCE

DEVELOPMENT COSTS

TOTAL AHSC
COST CATEGORY AMOUNT Grant
Program

PROJECT ACTIVITY
(Hard Costs)
Total Project Activity $2,733,133 $2,733,133 $ $
Costs

SOFT COSTS AND

OTHER PROJECT

RELATED COSTS
Total Soft Cost and
Other Project Related $ 501,867 $ 501,867 $
Costs
TOTAL PROJECT $3,235,000 $3,235,000 $
COSTS
Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019 :

Approved Date: 08/07/2020
Prep. Date 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 6 of 9 ends

EXHIBIT B

SOURCES AND USES - PROGRAM COSTS

PROJECT BUDGET

BUDGET AND SOURCES
Entrada Wakeland Housing and Development
Corporation

ESTIMATED PROGRAM COSTS DEVELOPMENT COSTS

BY FUNDING SOURCE

DEVELOPMENT COSTS
AHSC Riverside
COST CATEGORY TOTAL Grant Transit
AMOUNT
Program Agency

SOFT COST AND

OTHER PROJECT

RELATED COSTS
Total Soft Cost and
Other Project Related $ 40,000 $ 20,000 $ 20,000 $
Costs

TOTAL PROGRAM
COSTS $772,600 $752,600 $20,000 $
Affordable Housing and Sustainable Communities (AHS) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 7 of 9 ends

EXHIBIT B

SOURCES AND USES - STI

PROJECT BUDGET

INFRASTRUCTURE DEVELOPMENT BUDGET AND SOURCES
Entrada City of Riverside

ESTIMATED STI CAPITAL DEVELOPMENT COSTS

IMPROVEMENT PROJECT COSTS BY FUNDING SOURCE

DEVELOPMENT COSTS
AHSC RTA-Federal RTA - State
TOTAL Grant Transit
COST CATEGORY AMOUNT Transit Assistance
Program Admin FY 07 FY15

PROJECT ACTIVITY
(Hard Costs)
Total Project Activity $3,752,745 $406,726
Costs $8,481,000 $162,693

SOFT COSTS AND

OTHER PROJECT

RELATED COSTS
Total Soft Cost and
Other Project Related $ 490,508 $ 373,750 $0 $0
Costs
TOTAL PROJECT $8,971,368 $4,126,495 $406,726 $162,693
COSTS
Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 8 of 9 ends

EXHIBIT B
SOURCES AND USES - STI Cont.

PROJECT BUDGET

INFRASTRUCTURE DEVELOPMENT BUDGET AND SOURCES
Entrada City of Riverside

DEVELOPMENT COSTS DEVELOPMENT COSTS

BY FUNDING SOURCE BY FUNDING SOURCE
RTA-LOw FTA FY13 Local Western
Carbon FTA FY03, FTA FY16 Riverside City of
Transportation STA Match
Transit FY04 5309 Fund Council Riverside
Operations Government
$58,822 $0 $261,047 $208,827 $3,630,000 $8,100
$0 $108,047 $0 $0 $0 $0
$58,822 $108,047 $261,047 $208,827 $3,630,000 $8,100
Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 9 of 9 ends

EXHIBIT B

INFRASTRUCTURE DEVELOPMENT BUDGET AND SOURCES
Entrada City of Riverside

ESTIMATED TRA CAPITAL DEVELOPMENT COSTS

IMPROVEMENT PROJECT COSTS BY FUNDING SOURCE

DEVELOPMENT COSTS

TOTAL AHSC
COST CATEGORY Grant
AMOUNT Program

PROJECT ACTIVITY
(Hard Costs)
Total Project Activity $1,003,857 $1,003,857
Costs

SOFT COSTS AND

OTHER PROJECT

RELATED COSTS
Total Soft Cost and
Other Project Related $0 $0
Costs
TOTAL PROJECT $1,003,857 $1,003,857
COSTS
Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 1 of 17 ends

EXHIBIT D

AHSC PROGRAM TERMS AND CONDITIONS

GENERAL
Effective Date, Commencement of Work and Completion Dates A. This Agreement is effective upon approval by all parties and the Department, Comancin fine trial FOush orange orn Won a miner ne
commenced as of the deadline for submittal of applications set forth in the Notice of Funding Availability. The Recipient agrees that the Work shall be completed as specified in this Agreement, and as set forth in the Project Report, hereby incorporated in this Agreement by this reference subject to the Agreement expiration date specified on page 1, number 2, of this Agreement (STD 213), and in Exhibit B, unless a written request for an extension is submitted and written approval by the Department is provided within 90 days prior to the expiration date of the Agreement. Any extension to the expiration date shall require an amendment to this Agreement.

B. Pursuant to §111(a) and (b) of the Guidelines, construction of the Affordable Housing Development and the housing designated in the Application, must commence within two years of the Program award date and be completed (including completion of all phases identified in the Application and accounting for the total number of units on which the Grant award is based) within five years of the Program award date.

Termination
Notwithstanding any other provision of this Agreement, the Department may terminate this Agreement at any time for cause by giving at least 14 days' notice in writing to the Recipient. Cause shall consist of violations by Recipient of any General of Special Terms and Conditions of this Agreement, to include but not limited to Paragraph 43 of this Exhibit. Upon termination of this Agreement, unless otherwise approved in writing by the Department, any unexpended funds received by the Recipient shall be returned to the Department within 14 days of the Notice of Termination. In the event of withdrawal of the Department's expenditure authority, all obligations of the Department to continue funding any amounts, whether for the benefit of Recipient or any other persons, shall fully and immediately cease and terminate, and the Department shall thereafter have no duty or obligation to undertake or perform any act that it is not legally Affordable Housing and Sustainable Communities (AHS) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 2 of 17 ends

EXHIBIT D
or practically able to. Department makes no representation or warranty, express or implied, to Recipient or any other persons that all or any portion of the Program Grant Documents will be enforceable after the withdrawal of the Department's funding authority.

Affordable Housing and Sustainable Communities Grant Documents In addition to this Agreement, the Recipient shall execute and enter into a Disbursement Agreement which shall govern the terms, disbursement and use of the Program funds, the Covenant described below, and other additional agreements and documents, as the Department may deem reasonable and necessary to meet the requirements of the Program and the terms and conditions of this Agreement. The Department may request, and if requested, the Recipient shall agree to and record a performance deed of trust ensuring the completion of the Work. Said performance deed of trust shall be recorded against the entire legal parcel underlying the object which it ensures is being constructed.

Covenant Regarding the Affordable Housing Development
Prior to the disbursement of Program funds, the Recipient shall enter into a written Covenant Regarding the Affordable Housing Development ("Covenant") with the Department, and including such other parties as the Department may reasonably require, which shall require the development and construction of the Affordable Housing Development with, the number of units and the number of bedrooms per unit, the extent and depth of affordability, as set forth in the Project Report and Exhibit A, and other uses and amenities for which points were granted to the Application. The Covenant shall be recorded against the parcel or parcels of real property on which the Affordable Housing Development is to be located and shall be binding on all successors, transferees, and assignees acquiring an interest in the Affordable Housing Development as follows:

A. For rental affordable housing developments, the Covenant shall require the continuation of the affordability of the Affordable Housing Development for a period of not less than 55 years from the date of the filing of a Notice of Completion for Affordable Housing Development.

B. For homeownership affordable housing developments, the Covenant shall require the continuation of the affordability for a period of not less than 30 years from the date of a filing of a Notice of Completion for the Affordable Housing Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

Page 3 of 17 ends

EXHIBIT D
Development. The affordability will be ensured through a resale restriction or equity sharing upon resale.

C. The Department may waive this requirement for the Covenant upon the Department's determination that sufficient protections are in place to ensure the development and continued operation and occupancy of the Affordable Housing Development in accordance with this Agreement.

D. In addition to the Covenant, the Department may request, and if requested, the Recipient shall agree to and record a performance deed of trust ensuring the completion of the Work. Said performance deed of trust shall be recorded against the entire legal parcel underlying the object which it ensures is being constructed. Alternatively, the Department may require that the Covenant contain a power of sale clause, which may be exercised if the Work is not timely completed, or in the event of an uncured breach of this Agreement.

Site Control
The Recipient shall ensure that site control of the real property associated with the Work is sufficient to meet the requirements of the Program. This shall include, but not be limited to, ensuring the timely commencement of the Work as determined by the Department. Site control of the Work may be evidenced by one of the following:

A. Fee title;
B. A leasehold interest on the property with provisions that enable the lessee to make improvements on and encumber the property provided that the terms and conditions of any proposed lease shall permit, prior to grant funding, compliance with all program requirements;
C. An enforceable option to purchase or lease which shall extend through the anticipated date of the Program award as specified in the NOFA; D. An executed disposition and development agreement, right of way, or irrevocable offer of dedication to a Public Agency;
E. An executed encroachment permit for construction of improvements or facilities within the public right of way or on public land;
Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
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Wakeland Housing and Development Corporation
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F. An executed agreement with a public agency that gives the applicant exclusive rights to negotiate with the agency for the acquisition of the site, provided that the major terms of the acquisition have been agreed to by all parties; G. A land sales contract or enforceable agreement for acquisition of the property; or H. Other forms of site control that give the Department equivalent assurance (equivalent to A-G above) that the applicant or developer will be able to complete he Work and all housing designated in the Application in a timely manner and ir accordance with all the requirements of the Program
The Recipient shall also obtain all licenses, easements and rights-of-way or other interests required for completion of the Work and provide evidence of such instruments prior to the first disbursement of Program funds.

6. Appraisals
Recipient shall, at the request of the Department, provide an appraisal of the real property to be acquired as part of the Work, prepared in a form, and by a qualified appraiser, acceptable to the Department.

7. Relocation Plan
If there is or will be any residential or commercial displacement directly or indirecily caused by the Work, as defined in state law, the Recipient shall provide a relocation plan conforming to the requirements of state law and the regulations adopted by the Department in California Code of Regulations, Title 25, section 6000 et seq. The project and/or the development budget shall contain sufficient funds to pay all costs of relocation benefits and assistance as set forth in the relocation plan accepted by the Department. Should a relocation plan not be required, Recipient must provide documentation for Department approval that there are no relocation requirements.

Article XXXIV
Tre recipient at delete to eatenta contactory are ne tache or have been satisfied.

9. Environmental Conditions
Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
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Wakeland Housing and Development Corporation
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The Recipient shall provide to the Department the following:

A. All Environmental Site Assessment ("ESA") Reports (to include Phase I, II, III, supplemental or update assessments and reports) for the Work, in conformance with ASTM Standard Practice E 1527, evaluating whether the Work is affected by any recognized environmental conditions.

B. Documentation and/or a certification satisfactory to the Department that all ESA Report recommendations including remediation and/or mitigation work have been completed.

C. Mitigation requirements required as a result of the Final Environmental Impact Report (ER) or Mitigated Negative Declaration if applicable and evidence satisfactory to the Department that all mitigation requirements have been satisfied.

10. Compliance with State and Federa Laws, Rules, Guidelines and Regulations The Recipient agrees to comply with all State and Federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, equal opportunity, and all other matters applicable to the Work, the Recipient, its Contractors or Subcontractors, and any grant activity.

11. Litigation
A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of the Department, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are, and shall be, deemed severable.

B. The Recipient shall notify the Department immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or the Department, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of the Department.

12. Milestones
Recipient shall ensure the completion of the Performance Milestones set forth in the Project Report and Exhibit A of this Agreement, and as further set forth in the Affordable Housing and Sustainable Communities (AHS) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
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Wakeland Housing and Development Corporation
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Disbursement Agreement by the designated dates. Recipient shall timely inform the Department when a milestone is missed or at risk of being missed, provide an update of these timelines and provide assurances from the Recipient for timely completion of the remaining Milestones. Failure to timely notify the Department shall be considered a default under this Agreement.

13. Insurance
The Recipient shall have and maintain in full force and effect forms of insurance, at such levels and for such periods, in accordance with the Disbursement Agreement.

14. Change of Conditions
Notwithstanding the Department's obligations to provide payments pursuant to Exhibit B hereof, the Department reserves the right to evaluate the Recipient's need for Program funds based on new information or funding sources associated with the Work. If the Department determines that the Program funds, or a portion thereof, are no longer necessary to complete the Work, the Department may reduce the amount of the Grant accordingly. In the event the Department determines the Work is no longer financially feasible, any Grant commitment issued by the Department and this Agreement may be terminated.

15. Obligations of Recipient with Respect to Certain Third-Party Relationships notwithstanding its designation of any third party or parties for the undertaking of all or any part of the Work with respect to which assistance is being provided under this nespect to which Agreement. The Recipient shall comply with all lawful requirements of the Department necessary to ensure the completion, occupancy and use of the Work in accordance with this Agreement.

16. Waivers
No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of the Department to enforce at any time the provisions of this Agreement or to require at any time performance by the Recipient of these provisions shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of the Department to enforce these provisions.

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EXHIBIT D

17. Identity of Interests
As a condition of disbursement, Recipient shall execute a Certificate of Identity of Interest ("Certificate") listing all relationships constituting an identity of interest with entities providing goods or services in connection with Recipient's performance of the Work. The Certificate shall be in a form provided by the Department. At the Department's request, Recipient shall submit contracts, instruments, documents, correspondence or other writings relating to Recipient's relationship with entities listed in the Certificate. The existence and nature of such relationships shall be subject to the review and approval of the Department to the extent necessary to ensure compliance with Program requirements and this Agreement.

DESIGN REQUIREMENTS

18. Architect
The Recipient shall utilize the services an architect and/or an engineer to provide professional design and engineering services for the Work. The contract shall require an architect and/or an engineer to supervise the construction work, conduct periodic site visits, prepare periodic inspection reports, verify the validity of the construction contractor's payment requests, prepare or review change orders, and, upon completion of construction, provide the certification described in paragraph 33 of these AHSC Program Terms and Conditions. At the request of the Department, Recipient shall submit any and all contracts for these services to the Department for its review and approval.

19. Plans and Specifications and Project Cost Estimates At the request of the Department, the Recipient shall submit plans and specifications and project cost estimates for the Work to the Department for its review and approval. The Work shall be constructed in substantial compliance with the plans and specifications, subject to any change order(s) accepted by the Department where such acceptance is required.

20. Reasonable Development Costs
At the request of the Department, the Recipient shall provide evidence acceptable to the Department that the total costs of the Work are reasonable and necessary for the proposed improvements. To verify cost reasonableness, the Department may require Affordable Housing and Sustainable Communities (AHS) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

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qualified third-party verification of cost, evidence of the competitive bidding of major cost components and appraisals.

21. Adaptability and Accessibility
The Work shall comply with all applicable federal, state and local laws regarding adaptability and accessibility for persons with disabilities in the design, construction and rehabilitation of projects.

22. Acoustics Report
Upon request, the Recipient shall provide the Department with an acoustics report for the Affordable Housing Development in form acceptable to the Department.

23. Approval by Public Works Department
Where approval by a local public works department, or its equivalent, is required for the Work, the Recipient must submit, prior to the disbursement of Grant funds, a statement from that department, or other documentation acceptable to the Department, indicating that the Work has been approved by that department.

CONSTRUCTION REQUIREMENTS

24. Construction Contract
Except for work performed by its own employees, the Recipient shall enter into a written construction contract or contracts ("Construction Contracts)") with a duly licensed contractor or contractors ("Contractor(s)") for the construction activities of the Work. The Construction Contracts) shall require, where applicable, prevailing wages be paid in conformance with Labor Code section 1720 et seq. and applicable provisions of this Agreement. The Construction Contracts) and any amendments thereto shall be subject to the prior approval of the Department.

25. Contractor's Assurance of Completion
The Contractor(s) shall provide security to assure completion of the Work by furnishing the Recipient with Performance and Payment Bonds, or a Letter of Credit, which shall remain in effect during the entire term of the Construction Contracts), and which shall be in a form and from an issuer which is acceptable to the Department. The Performance Bond shall be in an amount at least equal to 100 percent of the approved Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

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EXHIBIT D
construction costs included in the Construction Contracts) to provide security for the faithful performance of the Construction Contracts) including a warranty period of at least 12 months after completion. The Payment Bond shall be in an amount at least equal to 100 percent of the approved construction costs included in the Construction Contracts) to provide security for the payment of all persons performing labor on the Work and furnishing materials in connection with the Construction Contract. A Letter of Credit shall be in an amount equal to at least 20 percent of the approved construction costs included in the Construction Contracts), in the form of an unconditional irrevocable, stand-by letter of credit. The Department shall be named as an additional obligee in the Bonds or an additional beneficiary under the Letter of Credit.

26. Prevailing Wages
Pursuant to Section 113 of the Guidelines, for the purposes of the State Prevailing Wage Law (Labor Code Sections 1720-1781), a grant under the Program shall be considered public funding for the construction, rehabilitation, demolition, relocation, preservation, or other physical improvement of the Work subject to the provisions of the State Prevailing Wage Law. Program
funding of the Work shall not necessarily, in and of itself, be considered public funding of a Housing Development unless such funding is otherwise considered public funding under the State Prevailing Wage Law. It is not the intent of the Department to subject Housing Developments to
the State Prevailing Wage Law by reason of Program funding of the Work in those circumstances where such public funding would not otherwise make the Housing Developments subject to the State Prevailing Wage Law. Although the use of Program funds does not require compliance with federal Davis-Bacon wages, other funding sources may require compliance with federal Davis-Bacon wages. The Recipient shall prepare a plan for compliance with this section, which plan shall be subject to the review and approval of the Department.

27. Construction Phase Information
If requested by the Department, the Recipient shall provide the Department:

A. Information during the construction period, including but not limited to all change orders and modifications to the construction documents, and all inspection reports of the Work. Upon written notice to Recipient, the Department may require its advance written approval of all future change orders and modifications. Deviations from the plans and specifications which have the effect of reducing the quality, life or utility of a specified item or system must receive the Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

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prior written approval of the Department. Should change orders be submitted to the Department for its approval, they shall be deemed accepted if not rejected in writing within 10 business days of receipt by the Department. Recipient shall not authorize or approve any change orders rejected by the Department where the Department's approval is required.

B. Information during the construction period including but not limited to all change orders and modifications to the construction documents, all inspection reports prepared by the Housing Development architect and other consultants, and information relative to the Housing Development income, expenses, occupancy, relocation benefits and expenses, contracts, operations and conditions of the Housing Development. Upon written notice to Recipient, the Department may require its advance written approval of all future change orders and modifications. Deviations from the plans and specifications which have the effect of reducing the quality, life or utility of a specified item or system must receive the prior written approval of the Department. Should change orders be submitted to the Department for its approval, they shall be deemed accepted if not rejected in writing within 10 business days of receipt by the Department. Recipient shall not authorize or approve any change orders rejected by the Department where the Department's approval is required.

28. Signage
A. Recipient shall place signs on the construction site for the Work stating that the Department is providing financing through the Program in an appropriate location(s), typeface and size containing the following message:

Entrada

THIS PROJECT HAS BEEN MADE POSSIBLE

BY FINANCING FROM

CALIFORNIA CLIMATE INVESTMENTS
(Funded through the GREENHOUSE GAS REDUCTION FUND)

AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES PROGRAM

THROUGH THE

STRATEGIC GROWTH COUNCIL AND

THE CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
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Wakeland Housing and Development Corporation
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EXHIBIT D
The sign shall be maintained in a prominent location visible and legible to the public through construction completion. If the job sign includes the acknowledgment and/or logo of one or more other public lenders or grantors, the acknowiedgement and logos required by this Paragraph 28 shall also be displayed in a similar size and layout. Copies of the Department, SGC and California Climate Investments ('CCI") logos can be obtained by contacting the HCD Contract Coordinator.

C. Upon installation of the sign, the Recipient shall submit a digital photograph thereof to the Department. The Recipient will also provide the Department, upon its request, with copies of any photographs that may be taken of the Work by or on behalf of the Recipient or its architect. The Recipient will provide an acceptable written consent and release agreement authorizing use of said photographs, all at no expense to the Department.

INSPECTION OF GRANT ACTIVITIES

29. Site Inspection
The Department reserves the right, upon reasonable notice, to inspect the Work site and any structures or other improvements thereon to determine whether the Work site meets the requirements of Program and this Agreement. If the Department reasonably determines that the site is not acceptable for the proposed Work in accordance with the Guidelines, the Department reserves the right to cancel its funding commitment and this Agreement.

30. Work Inspection
A. The Department and any authorized representative of the Department shall have the right, during construction and thereafter, to enter upon and inspect the construction of the Work to ensure that the construction is being and has been performed in accordance with the applicable Federal, State, and /or local requirements, the Guidelines and the terms of this Agreement. Such right to inspect shall include, but shall not be limited to, the right to inspect all work done, all materials and equipment used or to be used, and all books and records, including payroll records, maintained in connection with the construction work.

Such right of inspection shall be exercised in a reasonable manner.

B. The Recipient shall be required to correct all circumstances found by such inspections not to conform to the applicable Program requirements, and to Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

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withhold payment to the Contractor and/or Subcontractor(s) until action(s) to correct the non-conforming circumstances is/are corrected by the Recipient and approved by the Department.

C. The Department reserves the right to withhold payment for any costs found not to conform to applicable Program requirements until such actions have been taken to correct the non-conforming circumstances and such corrective actions have been approved by the Department.

D. The Department shall have no affirmative duty to inspect the Work and shall incur no liability for failing to do so. Once having undertaken any inspection, neither the Department, nor any representative of the Department shall incur any liability for failing to make any such inspection properly, or for failing to complete any such inspection. The fact that such inspection may or may not have occurred shall not relieve the Recipient, the contractor, the construction lender, the architect, the structural engineer, the locality or anyone else of any obligation to inspect the Work.

31. Audit/Retention and Inspection
A. The Department, its representatives or employees, or its delegatee shall have the right to review, obtain, and copy all records pertaining to performance of the Agreement. Recipient shall provide the Department or its delegatee with any relevant information requested and shall permit the Department or its delegatee access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material. Recipient further agrees to maintain such records for a minimum period of four years after final payment under the Agreement, unless a longer period of records retention is stipulated.

B. Payment for any cost which is not authorized by this Agreement, or which cannot be adequately documented shall be disallowed and must be reimbursed to the Department or its designee by the Recipient.

C. At any time during the term of this Agreement, the Department may perform or cause to be performed a financial audit of any and all phases of the Work. At the Department's request, the Recipient shall provide, at its own expense, a financial audit prepared by a certified public accountant.

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EXHIBIT D
D. The audit shall be performed by a qualified State, Department, local or independent auditor. The Agreement for audit shall include a clause which permits access by the Department to the independent auditor's working papers.

E. If there are audit findings, the Recipient shall submit a detailed response to the Department for each audit finding. The Department will review the response and, if it agrees with the response, the audit process ends, and the Department will Recipient in witing. If the Department is not in agreement, the Recipient will be contacted in writing and will be informed as to the corrective actions required to cure any audit deficiencies. This action could include the repayment of disallowed costs or other remediation.

FIf so directed by the Department upon termination of this Agreement, the Recipient shall cause all records, accounts, documentation and all other materials relevant to this Agreement to be delivered to the Department as depository.

COMPLETION OF CONSTRUCTION

32. Relocation Plan Implementation Report
The Recipient shall provide a report, in a form acceptable to the Department, summarizing the actions taken and identifying all recipients of relocation assistance and benefits, and the amounts paid, and benefits provided, to or on behalf of each recipient.

33. Architect Certification
Where required by the Department, the Recipient shall cause the Work architects) or other appropriate professional to certify to the Department, in form acceptable to the Department, that all construction is completed in accordance with the "as-built" Plans and Specifications and in compliance with all applicable federal, state and local laws relating to disabled accessibility.

34. Cost Certification
At the request of the Department, the Recipient shall submit a Work cost certification that shall have been audited by an independent certified public accountant in accordance with the requirements of the Department and the California Tax Credit Allocation Committee, if applicable. The Recipient (and the developer or builder if there Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

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EXHIBIT D
is an identity of interest with the Recipient) shall keep and maintain records of all construction costs not representing work done under the construction contract and to make such records available for review by the Department.

35. Recorded Notice of Completion
The Recipient shall provide to the Department a certified copy of any Notice of Completion for the Housing Development recorded in the county in which the Housing Development is located.

36. "As-Built" Plans and Specifications
Upon completion, at the request of the Department, the Recipient shall submit "as-built" plans and specifications for the Work and Housing Development acceptable to the Department.

AFFORDABLE HOUSING DEVELOPMENT REQUIREMENTS

37. Confirmation of Permitted Housing Units
Conditions precedent to the first disbursement of Program funds shall include receipt of all required public agency entitlements and all required funding commitments for the Affordable Housing Development. The housing units to be developed in the Affordable Housing Development must be completed, as evidenced by receipt of a certificate of occupancy, within the time period established in this Agreement.

REPORTING REQUIREMENTS

38. Reports on California Climate Investments
Upon Department's request, Recipient shall provide to the Department any and all necessary data that it is legally and factually able to provide that is required to be reported pursuant to the most recently adopted Funding Guidelines for California Climate Investments by the California Air Resources Board.

39. Reports on Work
Recipient shall submit, upon request of the Department, a periodic performance report regarding the construction or implementation of the Work. The reports will be filed on forms provided by the Department.

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EXHIBIT D

40. Reports on Affordable Housing Development
Recipient shall submit to the Department periodic reports, as required by the Department, but not less than annually, describing the development, construction and occupancy of the Affordable Housing Development and the housing designated in the Application. The report shall include, but not limited to, information regarding unit affordability and occupancy, construction and permanent financing evidenced by commitment letters, and a construction and completion schedule demonstrating compliance with this Agreement and the Guidelines. The reports will be filed on forms provided by the Department.

41. Updated Information
Recipient shall provide the Department updated documentation for any substantial change in the information previously provided relating to the Work and the conditions described above.

42. Monitoring Requirements
The Program may perform program and/or fiscal monitoring of the Grant. The Recipient agrees to cooperate with any such monitoring and provide reasonable access to all Work files, records, documents and other information to employees or representatives of the Department. The Recipient shall resolve any monitoring findings to the Program's satisfaction by the deadlines set by the Department.

REPAYMENT OF GRANT FUNDS

43. Breach of this Agreement
In the event of a breach or violation by the Recipient of any of the provisions of this Agreement, including without limitation, the times for commencement and completion of the construction of the Affordable Housing Development and the housing designated in the Application as set forth in Paragraph 1.B. of this Exhibit D, the Department may give written notice to the Recipient to cure the breach or violation within a period of not less than 30 days. If the breach or violation is
not cured to the satisfaction of the Department within the specified time period, the Department, at its option, may declare a default of the Agreement and may seek remedies for the default, including the following:

A. The Department may terminate this Agreement and demand repayment of the Program funds to the extent that work for costs to be paid by Program funds as Affordable Housing and Sustainable Communities (AHS) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
City of Riverside
Wakeland Housing and Development Corporation
20-AHSC-14692

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EXHIBIT D
provided in Exhibit B remains unperformed or uncompleted. Recipient shall be liable for all costs to complete all such uncompleted or unperformed work.

The Department may seek, in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or the appointment of a receiver to complete the Work in accordance with Program requirements.

C. The Department may seek such other remedies as may be available under this Agreement or any law.

D. This Agreement may be canceled by the Department under any of the following conditions:

An uncured breach or violation by Recipient of this Agreement or the Disbursement Agreement;
The objectives and requirements of the Program cannot be met by continuing the commitment or this Standard Agreement;
3) Construction of the Work or Housing Development cannot proceed in a timely fashion in accordance with the Performance Milestones in Exhibit A of this Agreement; and,
4) Funding or disbursement conditions have not been or cannot be fulfilled within required time periods.

44. AHSC Cross-Default Provision
This award was based on the total points awarded the Recipient's Application, during a highly competitive process. The Application proposed an integrated combination of some or all of the following Project components:

Affordable Housing Development (AHD);
Housing-Related Infrastructure (HRI);
Sustainable Transportation Infrastructure (STI);
Transportation-Related Amenities (TRA); and
Program (PGM)
The Application's point score was based, in part, on the Project's total projected reduction of greenhouse gas (GHG) emissions. The Project components (AHD, HRI, Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/07/2022
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Wakeland Housing and Development Corporation
20-AHSC-14692

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EXHIBIT D
STI, TRA, and PGM) that were proposed in the Application and approved by the Department must be completed to achieve this projected reduction of GHG emissions.

By executing this Standard Agreement, the Recipient acknowledges and agrees, that in the event the AHD component is not timely completed pursuant to Program requirements, that the Recipient will no longer qualify for the Grant award. In that event, all disbursements of Grant funds would cease, and the Recipients would be responsible for repayment of all disbursed Grant funds.

45. Departmentai Cross-Default Provision
In the event the Project or Development is or has been awarded any other Departmental grant or loan funding in addition to the AHSC Loan and AHSC Grant contemplated by the Award Letter from the Department to Recipient (each such funding, including the AHSC Loan and AHSC Grant referenced in the Award Letter, being a "Departmental Funding"), then each Departmental Funding will be cross defaulted to the other Departmental Funding so that:

A. the compliance by the obligated party(ies) under the Department's documentation relating to one Departmental Funding shall be a condition precedent to the funding and disbursement of the funds to be provided under all of the other Departmental Fundings; and
B. a default under one Departmental Funding shall constitute a default under all of the other Departmental Fundings.

The loan and grant documentation for each Departmental Funding shall reflect the cross-defaulted nature of all such fundings.

Page 1 of 1 ends

EXHIBIT E

SPECIAL CONDITIONS
The following Special Conditions are applicable to this Standard Agreement:

AHSC Special Conditions for New Disbursement Deadline for Rd5 AHSC GRANT:

EXHIBIT B:

Exhibit B, Paragraphs 4(A)-(C) - Completion Dates.

Paragraphs 4(A) through 4(C) of Exhibit B are hereby deleted in their entirety and the following are substituted in their place:

A. Program funds must be disbursed no later than December 31, 2026.

B. All undisbursed funds remaining as of December 31, 2026, shall be disencumbered.

C. All invoices for payment must be submitted to the Department no later than July 30, 2026.

D. This Agreement shall expire on June 30, 2041.
* Remainder of Page Left Intentionally Blank*
Affordable Housing and Sustainable Communities (AHSC) Program Round 5 - Grant
NOFA Date: 11/01/2019
Approved Date: 08/07/2020
Prep. Date: 03/072022
EXHIBIT "B"
AHSC Co-Applicant Agreement
:

AHSC Co-Applicant Agreement
This AHSC Co-Applicant Agreement (this "Agreement") is made as of Fobruary 1, 2022 ("Effective Date"), by and between the City of Riverside, a California charter city and municipal corporation (the "City"), and Wakeland Housing and Development Corporation, a California nonprofit public benefit corporation (the "Developer"), acting as the sole member and manager of the managing general partner of Wakoland Entrada LP, a California limited partnership (collectively with the City, the "Parties," each a "Party"), with reference to the following:

RECITALS
A. Wakoland Entrada LP, a California limited partnership, is the owner of certain real property located at 1705 7th Street in Riverside, California (the "Property").

B. Wakeland Entrada LP (the "Partnership"), through Wakeland Housing and Development Corporation, the sole member and manager of Wakeland Entrada LI.C, a California limited liability company (the Partnership's managing general partner), will develop and construot the Property with sixty-five (65) residential units, sixty-four (64) of which will be affordable housing and one (1) of which will be an unrestricted manager's unit, together with any improvements appurtenant thereto ("Project").

C. The State of California, acting through the Strategic Growth Council and the Department of Housing and Community Development ("HCD"), issued a notice of funding availability dated November 1, 2019 (the "AHSC NOFA"), under the Affordable Housing and Sustainable Communities ("AHS") program established under Division 44, Part 1 of the Public Resources Code, commencing at Section 75200. The AHSC NOFA was for "Round 5" AHSC funding.

D. 'The Parties jointly applied for funds under the AHSC NOFA to provide funding for the Project, as well as funding for sustainable infrastructure and transportation-related public improvements to be constructed by the City.

E. HCD awarded the Parties an aggregate amount of Seventeen Million Seven-Hundred and Six Dollars ($17,000,706) in AHSC program funds (collectively, the "AHSC Financing"), as follows:

1. A permanent loan for the Project (the "AHSC Loan") in the amount of Soven Million Eight- Hundred and Two Thousand Seven-Hundred and Fifty-Four Dollars ($7,882,754); and

2. A grant (the "AHSC Grant") in the amount of Nine Million One Hundred Seventeen Thousand Nine Hundred Fifty-Two Dollars ($9,117,952).

F. The AHSC Grant consists of:

1. Three Million Two Hundred Thirty-Five Thousand Dollars ($3,235,000) for Housing- Related Infrastructure Improvements (the "HRI Improvements") to the Developer; 1 162810942872176.3

2. Four Million One Hundred Twenty-Six Thousand Four Hundred Ninety-Five Dollars ($4,126,495) for Sustainable Transportation Infrastructure projects ("STI Improvements") to the City;

3. One Million Three Thousand Eight Hundred Fifty-Seven Dollars ($1,003,857) for Transit- Related Amenity projects ("TRA Improvements") to the City; and

4. Seven Hundred Fifty-Two Thousand Six Hundred Dollars ($752,600) for Eligible Program Costs (the "PGM") to the Developer.

G. The STI Improvements include the following, which are more particularly described in the Parties' AHSC application, attached hereto as Exhibit "A"("Application"): (1) pedestrian and bikeway improvements, including an installation of a bike lane, diagonal cross walks additional cross walks and pedestrian signals on University Avenue, protected pedestrian crossing at Patterson Park ("Bike and Pedestrian Improvements"); (2) four high visibility crosswalks, overhead lighting and threo parklets and a mural on Park Avenue ("Park Avenue Improvements") and (3) an expansion of a transit hub to accommodate 2 additional bus bays with rider and driver amenities and urban greening components ("Transit Hub Expansion").

H. The TRA Improvements include the following, which are more particularly described in the Application: (1) ADA improvements and installation of new bus shelters, benches, signage, lighting, trash receptacles (the "Bus Stop Improvements"); and (2) installation of a solar powered shaded walkway with nighttime art installation (the "Solar Art Installation").

I. The PGM component includes subsidizing bus passes for residents of the Project (at no cost for six years) ("Bus Passos") and transit riding training ("Training") for residents of the Project.

The Bus Passes and Training are referred to in this Agreement as the "Ridership Programs".

J. The AHSC Loan will be made to the Partnership from HCD, for permanent financing of the Project. The Developer is required to enter into a Standard Agreement for the AHSC Loan ("AHSC Loan Standard Agreement"). Developer will also provide the portion of the ASHC Grant designated for the HRI Improvements to the Partnership for use in connection with the Project.

K. The AHSC Grant will be made to the City and the Developer. The City and the Developer are required to enter into a Standard Agreement for the AHSC Grant ("AHSC Grant Standard Agreement*).

L. The Developer will utilize a portion of the AHSC Grant for the following purposes:

1. Three Million Two Hundred Thirty-Five Thousand Dollars ($3,235,000) for HRI Improvements (which funding shall be provided to the Partnership from Devoloper);

2. One Million Five Hundred Thousand Dollars ($1,500,000) for partial funding of RTA's Transit Hub Expansion, which is an STI Improvement;

3. Four Hundred Fifty-Three Thousand Eight Hundred Twenty-Six Dollats ($453,826) for the Bus Stop Improvements, which is a TRA Improvement;
2 16280928721763

4. Seven Hundred Thirty-Two Thousand Six Hundred Dollars ($732,600) for Bus Passes, which is a PGM cost.

5. Twenty Thousand Dollars ($20,000) for Training, which is a PGM cost.

Some of the above-described grant funds will be disbursed to the Riverside Transit Agency, a California joint powers agency ("RTA").

The work described in Recital I shall be collectively referred to as "Developer Work." M. The City will utilize a portion of the AHSC Grant for the following purposes, collectively, tho "City Work":

1. Iwo Million Two Hundred Seventeen Thousand One Hundred Sixty Dollars (2217,160) for the Bike and Pedestrian Improvements, which is an STI Improvement;

2. Four Hundred Nine Thousand Three Hundred Thirty-Five Dollars ($409,335) for the Pack Avenue Improvements, which is an STI Improvement; and

3. Five Hundred Fifty Thousand Thirty-One Dollars ($550, 031) for the Solar Art Installation, which is a TRA Improvement.

N. In executing the AHSC Loan Standard Agreement and the AHSC Grant Standard Agreements, and any related funding agreements with HCD (collectively, the "AHSC Documents"), the Parties will be jointly and severally liable for the full and timely performance of all obligations set forth in the AHSC Documents, including completion of the Project and the HRI Improvements, STI Improvements, TRA Improvements, and PGM work.

O. The inability or failure by either Party to fully and timely complete that Party's respective improvements required by the AHSC Documents may affect the timing and right of the other Party to receive disbursements of AHSC Financing due the other Party, notwithstanding the other Party's full and timely performance of its obligations.

P. Bach Party desires to enter into this Agreement to set forth its agreement to indemnify the other parties relating to performance of its respective obligations under the AHSC funding application and the AHSC Documents.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained in this Agreement, the sufficioncy of which is hereby acknowledged, the Parties agree as follows:

Section 1. Recitals. The Parties hereby acknowledge and agree that oach of the Recitals above is true and correct.

Section 2. Mutual Obligations of the Parties.
1628\0942872176,3
(a) Commercially Reasonable Efforts. Each Party shall exercise all commercially reasonable, good faith efforts to do all things at all times necessary to commence and complete its respective work and obligations under the AHSC Documents. (b) Status Updates. Each Party shall provide the other Parties with written monthly status reports on its respective obligations under the AFISC Documents. (c) Document Requests. Each Party shall make available copies of any documents reasonably requested by another Party related to its respective obligations under the AHSC Documents.
(d) Notice of Potential Delay in Meeting Milestones. If any Party anticipates missing targeted construction or grant disbursement milestones for its respective obligations under the AHSC Documents, it shall notify the other Parties in writing as soon as reasonably possible. Upon notice under this subsection (d), the Pauties shall promptly meet to discuss: (i) the reasons the milestone dates may not be met; (ii) any actions the delayed Party shall take to meet the milestone; and (ill) any other solutions to rectify the Project schedule in order to maintain good standing with the terms and conditions of the AHSC Documents. (e) Compliance with Laws. The Parties shall comply with all applicable federal, state, and local laws in the performance of this Agreement, including, without limitation, the following:

1. Competitive Bidding Requirements. The Parties shall select one or more duly licensed contractors to complete the work, in compliance with all applicable federal, state, and local requirements.

2. Labor Code Compliance. The Parties shall include the Labor Code compliance requirements, attached hereto and incorporated herein as Exhibit "B" ("Labor Code Requirements") in any call for bids or construction contract for the work. The Parties shall not enter into any contract for the construction of the work without verifying that the contractor is registered with the Department of Industrial Relations, pursuant to Labor Code Section 1725.5.

Following any notice of award with a construction contractor, the Parties shall register the project with the Department of Industrial Relations as required by law.

3. Accessibility. The Parties shall ensure that the work is constructed in compliance with all federal, state, and local requirements for accessibility for persons with disabilitios. To the extent that construction of the work would wigger any obligation to bring other existing improvements into compliance with disability access laws, the Parties will comply with such obligation.

4. Non-Discrimination. Any construction contract for the work shall contait a clause prohibiting discrimination in violation of federal, state, or local law, including on the basis of race, color, creed, sex, sexual orientation, gender, gender identity, marital or family status, national origin, age (over 40), military and veteran status, and disability. The Parties shall require the construction contractor to include the same provision in any subcontract for work under the construction contract.
4 162810912872176.3

5. Environmental Laws. The Parties shall comply with, or ensure compliance with, all applicable environmental laws in the performance of all work under this Agreement, including, without limitation, the California Environmental Quality Act.

G. Conflicts of Interest. The Parties shall require any construction contractor to certify that it, its officers, employees, subcontractots, and agents, do not, and will not, have, maintain, or acquire, a direct or indirect conflict of interest in relation to the construction contract, or in the performance thereof, that violates any federal, state, or local conflict of interest law, including Goverument Code Section 1090, et seq., and the Political Reform Act, Government Code Section 81000, et seg., and their accompanying regulations. (f) Roporting Damages. Each Party shall report any transaction or occurrence relating to the construction of its work for which the Parties may have significant exposure to liability. Such report shall be made immediately by phone and within one (1) business day in writing the authorized representative of the other Party. The written report shall describe the incident with reasonable particularity, including a description of the nature of the damages and the identity and contact information (if available) of any witnesses. The report shall also identify any insurance policy that may be available to cover the damage. (g) Insurance. Without limiting any Party's obligations under this Agreement to release, hold harmless, indemnify, and defend the other under this Agreement or any other agreement between them, each Patty shall at all times during the construction of any of its work, maintain, or cause its contractor(s) to maintain insurance to cover claims arising from such construction, in amounts and types, and subject to such conditions, as requested by the other Party. (h) Environmental Warranties and Covenants.

1. Hazardous Materials Defined. Fut purposes of this section, the term "Hazardous Materials" means any substance or material capable of posing a risk of injury to health, safety, or property, including materials and substances designated as hazardous, or for which remediation is tequired, pursuant to any federal, state, or local law.

2. Contractor Obligations. Any contract for construction shall include a provision requiring that the contractor will not use, generate, manufacture, produce, or release any Hazardous Material, or cause or allow any subcontractor or other person to do the same, on or about any public or private property in the performance of work under the construction contract, except in compliance with all applicable environmental laws. (i) Assurances. The City and the Developer recognize that each Party may need additional assurances from the other Party regarding the AHSC Financing before commencement of construction, including assurances to lenders and investors. The Parties agree to cooperate with each other to reach mutual agreement on amendments to this Agreement or any other sub-agreements. The Developer recognizes that any such amendments or sub-agreements may require City Council approval.

Section 3. Obligations of the City.
5 1628\09\2872176.3
(a) Draw Requests; Use of Funds, The City shall submit to HCD all draw requests for AHSC Grant funds for the costs associated with construction of the City Work and shall apply those funds to pay invoices for the same,
(b) Completion of City Work. The City shall be solely responsible for the performance and completion of the City Work in accordance with the AHSC Documents and all approved design and construction documents. The City will make good faith efforts to commence the City Work by May 1, 2022, and complete the City Work by June 1, 2023. The City's responsibility includes the following, in addition to completing the City Work: (i furnishing materials necessary to complete the City Work; (i) acquiring any and all real property interests necessary to complete the work, including any and all rights of way or public or private utility easements or authorizations necessary to accommodate the improvements; (ill) obtaining any required permits, licenses, or other entitlements; and (iv) complying with all applicable federal, state, and local laws in performance of the City Work.
(C) Cost Overruns. The City shall be responsible for paying all costs required to complete the City Work irrespective of whether such costs exceed the AHSC Grant proceeds allocated to the City Work under the ASHC Documents and this Agreement. (d) Greenhouse Gas Reduction Reporting. To the extent feasible, the City shall cooperate with the Developer and assist in responding to any reporting requests in connection with Developer's obligation to monitor and report on reductions in greenhouse gas emissions during the term of the AHSC Documents.
(e) Developer's Work. The City shall cooperate with RTA and Developer in obtaining any City approvals needed in connection with the Developer's Work. (*) Inspections: Final Acceptance of Work, At all times during the construction of the City Work, upon forty-eight (48) hours prior notice, the City shall provide, or shall cause contractor(8) to provide safe access to the Developer and its consultants to inspect the work to ensure compliance with this Agreement and the AHSC Documents. (g) RTA Funding. The STI, TRA, and Program Improvements identified as Developer Work are intended to be performed by the RTA. Because the HCD AHSC Standard Agreement provides that the City is the payee for all STI, TRA, and Program Improvements, the City will disbiuse such funds to the Developer for disbursement to the RTA. Alternativoly, the Parties may agree that the City may dishurse such funds directly to the RTA, or the parties may request and execute an amendment to the AHSC Standard Agreement to allow for the above funds to be disbursed directly to the Developer from HCD.

Section 4. Obligations of Developer,
(a) Draw Requests; Use of Funds. The Developer shall, (i) submit to HCD all draw requests for AHSC Grant funds for the costs associated with the Developer Work, (ii) apply funds for the Developer Work to pay invoices for the same, and (til) pass funds to RTA for the portion of the Developer Work to be performed by RTA. 1628\09\2872176.3
(b) Completion of Developer Work; Overruns. The Developer shall be solely responsible for the performance and completion of the Developer Work in accordance with the AHSC Documents and all approved design and construction documents. In addition to completing the Developer Work, the Developer shall be responsible for paying all costs required to complete the Developer Work irrespective of whether such costs exceed the AHSC Grant proceeds allocated to the Developer Work.
(c) AHSC Loan; Completion of the Project. The Developer acknowledges that the cost of completing the Project will exceed the amount of the AHSC Loan and agrees to be solely responsible for complying with the teums of the AHSC Loan, including the completion of ! the Project in accordance with the AHSC Documents and all approved design and construction documents.
(d) Greenhouse Gas Reduction Reporting. The Developer assumes responsibility for any monitoring or reporting of reductions in greenhouse gas emissions during the term of the AHSC Documents.

Section 5. Indemnities.
(a) City Indemnity. The City is responsible for using the portion of the AHSC Grant proceeds described in Recital M to complete the City Work and to comply with the HCD requirements related to such work. The City shall release, indemnify, defend (with counsel approved by Developer), and hold the Developer and its respective officers, directors, members, managers, partners, employees, agents, and consultants (collectively, "Developer Indemnitees") harmless from and against any and all claits, losses, costs, damages, liability and judgments, including reasonable attorneys' fees (with counsel of Developer's choice) (collectively, "Claims"), incurred by or asserted against any Developer Indemnitees arising in connection with the City's failure to complete the City Work (and comply with the related HCD requirements) in accordance with any term or condition in the AHSC Grant Standard Agreements or this Agreement, including those breaches or defaults by the City that trigger a default by the Developer under the AHSC Loan Standard Agreement; provided, that the City's indemnification obligations under this Agreement shall not extend to Claims resulting solely from the gross negligence or willful misconduct of Developer Indemnitees. It is further ugreed that the Developer does not and will not waive any rights against the City that each may have by reason of this Agreement because of Developer's noceptance, or City's deposit with Developer, of any of the insurance policies. (b) Developer Indemnity. The Developer is responsible for using a portion of the AHSC Grant proceeds described in Recital L to complete the Developer Work and to comply with the HCD requirements related to such work and is also responsible for using the AHSC Loan, to finance the Project. The Developer shall release, indemnify, defend (with counsel approved by the City, and hold the City and its elected officials, officers, employees, agents, and consultants (collectively, "City. Indemnitees") hatmless from and against any and all Claims incurred by or asserted against any City Indemnitees arising in connection with the Developer's failure to complete the Developer Work or the Project (and comply with the related HCD requirements) in accordance with any term or condition in the AHSC Grant Standard Agreements, the AHSC Loan Standard Agreement, or this Agreement, including those breaches or defaults by the Developer that trigger a default by the City under the AHSC Grant Standard Agreements; provided, that 7 162810912872176.3
Developer's indemnification obligations under this Agreement shall not extend to Claims resulting solely from the gross negligence or willful misconduct of City Indemnitees. It is further agreed that the City does not and will not waive any rights against Developer that it may have by reason of this Agreement because of the City's acceptance, or Devoloper's deposit with the City, of any of the insurance policies.
(c) Limitation. Notwithstanding the foregoing, neither Party is to be liable to the other Party, or any third party seoking to enforce the obligations herein, for any consequential, special or indirect losses or damages, including lost profits, whether or not the likelihood of such losses or damages was known by the Party. However, this limitation shall not Limit liability resulting from gross negligence, bad faith, or willful or intentional misconduct.

Section 6. Developer Step-In Rights.
(a) Work Takeover Notice. If the Developer reasonably determines that there is a substantial risk that the City shall not meet its deadline under the AHSC Documents to complete the City Work, the Developer shall have the right, but not the obligation, to stop in and take over the performance of the City Work by delivering written notice to the City ("Work Takeover Notice").
(b) Cooperative Steps. Within five (5) business days of the Work Takeover Notice, the Parties shall meet to discuss the cooperative steps to be taken for the Developer to complete the work timely. Such cooperative steps may include, but not be limited to, the following: joint notice by the Parties to HCD and to any other entity that any Party may request ot require; joint responses, if requested, to information requested by any interested third party; execution and joint submittal by the Parties of any plans or other design or construction documents or changes thereto that may need to be approved prior to the commencement of construction of the City Work; execution and joint submittal by the City with the Dovoloper of any applications for governmental or other approvals that may be needed for the commencement or completion of the City Work; and cooperation by the City to assist the Developer in meeting all applicable state or local public works requirements for constructing the City Work. (c) Developer Assumption of Performance. If the Developer takes over the performance of the City Work, the Developer shall exercise commercially reasonable diligence to complete the same by the completion date set forth in the AHSC Documents, as such date may be extended by HCD. The Developer shall be entitled to propare and submit all draw requests for AHSC Grant funds (or any other funds) for the costs associated with the City Work and shall apply such proceeds to pay invoices for the work. From and after the date on which the Developer takes over the completion of the City Work in accordance with this Section, the Developer shall be responsible for the performance and completion of those improvements in accordance with the terms of the AHSC Documents and in accordance with the City's requirements for public works contracts and construction. In the event that the Developer elects to exercise its right to completo the City Work as set forth above, the City shall, within five (5) business days of the period for the Parties to take cooperative steps to complete the wotk pursuant the prior Subsection (assuming the Parties have not determined any other method for completing the work in a timely manner), fully and completely assign without condition all of the City's rights and benefits under the plans, specifications, and approvals thereto with respect to the City Work, to the Developer, and shall 8 1628109\2872176.3
cooperate with commercially reasonable diligence with the Developer's efforts to complete the City Work.
• (d) Partnership Assumption Rights, The Parties agree that the Partnership will have the right to succeed to Developer's rights under this Section. The Partnership's exercise of the right of assumption set forth in this section will be evidenced by delivery to the City of a notice of such assumption.

Section 7. Partnership Rights. The Partnership is intended to be, and will be, a third- party beneficiary of this Agreement.

Section 8. Term of Agreement, The term of this Agreement shall coincide with the term of AHSC Documents, provided that the Parties' indemnification obligations under this Agreement shall survive its termination.

Section 9. Notice. All notices required under this Agreement, including delivories of documentation (i.e., plans and contracts) for review and approval, shall be sent by a Party or its counsel by either personal delivery, a reputable overnight courier which keeps receipts of delivery (such as UPS, OnTrac, or Federal Express), or through the U.S. Mail, postage prepaid, cortified o1 registered mail, return receipt requested. Any such notice shall be effective upon delivery, if delivered by personal delivery or overnight courier, and 72 hours after dispatch, if mailed in accordance with the above. Notice to the respective Parties shall be sent to the following addresses unless written notice of a change of address has been given:

To Developer: Kenneth L. Sauder, President and CEO
1230 Columbia Street, Suite 950
San Diego, CA 92101
To the City: Al Zelinka, City Manager
3900 Main Street, 7th Floor
Riverside, CA 92522
Section 10, Term; Termination and Remedies.
(a) Term, This Agreement shall be effective as of the Effective Date and shall remain in effect until terminated by mutual agreement of the Parties or until terminated pursuant to subsection (b) below.
(b) Termination. In the event of any material breach ("Default") of this Agreement by either Party, the non-defaulting Party may provide notice of the Default to the defaulting Party, and the defaulting Party shall cure the Default within ten (10) days thereof; provided that if the Default is not reasonably capable of being cured within ten (10) days, then the defaulting Party shall commence a cure within ten (10) days and shall cure the Default as promptly as reasonably possible. If the Default is not cured following notice and a reasonable opportunity to effectuate a cure, the non-defaulting Party may provide the defaulting Party notice of its intent to terminate this Agreement. Within five (5) days of such notice, unless otherwise agreed, the 9 1628\09\2872176.3
Parties shall meet and confer in good faith in an attempt to resolve their dispute, If the Parties are unable to resolve their dispute informally, the non-defaulting Party may terminate this Agreement on written notice to the other Party and may pursue any and all remedies available to it. (c) Remedies Cumulative. The remedies provided for under this Agreement, including the Devolopor's step-in rights, are cumulative of every remedy available at law or in equity for any breach of this Agreement or the AHSC Documents.

Section 11. Interpretation.
(a) Headings. Headings in this Agreement are for convenience of reference only, and shall not affect its construction or interpretation. (b) Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable, the unenforceable provision will be severed, and the remainder of the Agreement shall remain valid and enforceable to the fullest extent permitted by law except as necessary to avoid a result that the Parties cannot have intended.
(c) Integration; Amendment. This Agreement and the AHSC Improvements Agreement between the Parties contains the entire agreement between the Parties regarding the subject matter hereof, and may not be contradicted by evidence of any prior or contemporaneous agreement. Any modification of this Agreement shall be signed by both Parties or their respective successors in interest.
(d) Noutral Interpretation. This Agreement represents the contributions of both Parties, each of whom has had the opportunity to seek advice of competent counsel, and the rule stated at Civil Code Section 1654, that ambiguities in an agreement be construed against the drafter, shall not apply to the interpretation hereof.
(e) Relationship of the Parties. Except as otherwise expressly provided in this Agreement, this Agreement shall not be construed to create a relationship of principal and agent between the Parties or with any third party. The Parties are independent contractors and have no authority to bind one another without express consent. (f) Governing Law. This Agreement shall be construed according to the laws of the State of California.

Section 12. Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns of the Parties.

Section 13, Venue. Venue for all litigation arising out of this Agreement shall be proper in the Superior Court of California, County of Riverside.

Section 14. Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. In the event 10 1628\09\2872176.3
that any signature is delivered by facsimile or electronic transmission, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as though such facsimile or electronic signature page wexe an original thereof. The signatories of this Agreement warrant that they have authority to execute it on behalf of their respective Parties.
[Signatures on the Following Page]
1628\0912872176.3
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

DEVELOPER: CITY:
:

WAKELAND HOUSING CITY OF RIVERSIDE, a California
DEVELOPMENT CORPORATION, a charter city and municipal corporation California nonprofit public benefits i
corporation,
By: By:

Rebecca Louie, Al Zelinka
Vice President City Manager
APPROVED AS TO FORM:

By:

Lauren Sanchez
Deputy City Attorney
ATTEST:

By:

Colleen Nicol
City Clerk
.....

S-1
AHSC Co-Applicant Agreement
(Entrada Apartmonts)
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

DEVELOPER: CITY:

WAKELAND HOUSING CITY OF RIVERSIDE, a California
DEVELOPMENT CORPORATION, a charter city and municipal corporation California nonprofit public benefits
corporation,
By:_ By: 12 mr
Name:

Title:

CERTIFIED AS TO AVAILABILITY OF
FUNDS:

By: Kitha for
Edward Enriquez
Chief Financial Officer
APPROVED AS TO FORM:

By:

Rosemary Koo
Sr. Deputy City Attorney

ATEST DAS
Donesia Gause
City Clerk
12 1628109\2872176.3
EXHIBIT «A"
Application
See City files fox AESC application dated June 25, 2020, and related award dated July 20, 2020
... ..
13 1628\09\2872176.3
Entrada AHD and HRI Overview *PIN 45491
Attordable Housing Development (AHD) and Housing Rolated Infrastructire (HRI Project Summary pa ProJect Name Briof Doscription Address City Zip County Lat. Log. APNs Tracts
En/sada New construction affordable housing developmant (AHD) consisting of 1705, 1710, 1728, -Riversica 92607 8095030303 211-01-028 GB, ono, two and Ihreo-bedroom unlte. Gt of live units will be resorved 1733, 1747, 1753 211-181-027. for hospholda making at or below 60% of Area Median income (AM), nind 1701 7ih Strust 211-181-020 one unlt will be resorved for an orsite manager. The site also 211-181-020 includes: on-site laundry, recreational space, and oti-site leasing 33.97878 -117.349191 215-181-019 office.
211-181-024
211-161-025
Entrada Housing Capital Improvemants, soft coss and Impact fees associaled with 1705, 1719, 1725, Rivorsido 92507 *Riversica Related predevelopment and consinuclion componenis including but not miled 1733, 1747, 1753 6065030503 same as abova Infrastructure lo: implemenlation of the Water Quality Management Plan; relocation and 1761 701 Street of sewer line, storm drainage and existing overhead power lies; 33.97678 -117.349191 closure of sinnecessary driveways.

AHD Information: Aron Unit Count:

Land Area 32 Building Count: Elevator Count: Projact Dosign: Donsity Project Type acres Unts/Acre
Residential Rental sq. it. 101,350 # of Units 66 # of Bidgs 7 # of Elevalors | mid-rise buiidings Res
Homeownership s0. f. # of Units I of Bidgs # of Elevators Commercial sq. ft. # of Units/Spaces! #of Bldgs # of Elevators Residential Only Projact Realdntl Non-Rental 8q. ft. of Units/Spaces #of Eldga
Other (Mixed Use) sg. ft.: # of Unila/Spaces, # of Bidgs # of car share parking spaces: # of electric vehicle charging parking spaces: # of uncoverad guest parking spaces: 11 • of car parking spaces: Parking Ratio; cer spaces/total units:| 88:65 | Total #of bicycle parking spaces: 33 Parking Ratlo: bicycle spaces/total units: 1:2 is the AHD a scattered sile project? 303(a) No
AHD Capital Projocts 9103(1) E
(All) Select from the dropdown menu one or more of the New construction following quallfied AHD davelopment types related lo your Ok| Project:
(A)il) The AHD must located willin a half mile from a Transit Station/Stop that meets Projact Area trensit requirements per $102(c) or (d). AHD dislance from Transit Station/Slop Miles Ok (A)(i) Must Include at least 20% of the lotal residentlal units as Affordable Units (must complots "AHD Uoits & Max Funds" workshot). Ok (A)) Must have an overal average affordabilly of all Project's Restriced Units of no greater than 50% represented by AMI (tust complete "AHD Units & Max Funds" workshoot). Yes Total Extremely Law Income (ELI) 15-30% AMi rental unis 13 Total Very Low Iscome (VLI) 31-50% All rental units 3a1% of Affordable units 98% (ill) Ãvg, Affordabilty 48% (A)(lv)(a) tust meet minimum Net Density requirements upon completion of the AHD.

Total Sites Area in Square Faet 88.427 Total Bulldings Floor Area In Sq. Foot 101,350 (Iv) Calculated Floor Area: N/A (Less Qualified" Square Fast Deductions): (Legs Excluded Areas in Square Feet): (iv) Calculated Not Density: Ok Dedcated streets 921 Mechanical Space "NOTE: The following are NOT qualified as site Sidewalks Cellar space deductions: Ulllity Easements, Off-street parking, selbacks, Parks Floor space in apon balconies 3,050 private drives and walkways, Landscaping, Common Areas Open Space Enclosed parking and Facilles, Drainage Facilities (exclusive to a Other Elavator or sleir bulkheads development) and Other milgation space required for Net Sito Arga- Not Site development.

2.01 87,506 Not Bulling Square Feet 87,300
acros Square Feet
Lotter and sealed sile map cartifad by a Califoma Stale Ibensed professonal (e.g., en engineer, FAAST Fite:. Net Density Verification File Uploaded? Yes surveyor, or landscape architect) confirmirig the nel density (lIViD) Only applicable to Acquisition and Substantial Rolabitatton Projecte N/A If cell at left Is Yes meaning AHD restilts In less unlis or lower affordabilly%, are reductions lo meet bullding code regurements? N/AI Prior to Rehab exisling & ofünils all AHD Projact Unlis: 65 Es Pron to Rehab - percentage of tote) cifferdable: ZAHD porcontage of tolel affordability: 98% (A)(v) Must supply one Secure Overnight Blaycle Parking Spots per every lwo units (describe befow, Secure Overnight Bicycle Parking proposed including a description of how bicycles are secured (i.e., bike locker, bike bulliding, etc.) # of Secure Overnight Bicycle Parking spols at AHD: 33 Ok Al least 33 secure overnight bicycle parking spaces are planned in the Entrada AHD. Parking spaces are anticipated to ba bicycle cages within each carport space. The designateri bicycle parking area will not be accassible to the general pullo; will be completoly anclosed and be pratecled from inclement weather. The bicycle frame will be abte to be secured lo the bicycla racks (E) Does your AHD Capilal Project include multiple AHDs with an AFD recelving 1% tow- If Yes, this constitutes two separale and independent Projecis, each of which must No
Income housing tax credits, and another receiving 9% low-Income housing tax credits? submit an entirely separate HOD applicalion and qualify independenly of the other.

AHD Eligible Costs 5103(a)(1)(C) and Inalible Costs 5103(0) 06.

Budgeted Cost Caf Overage
5103(aXD(GXW) The lalal amount of eligible AHD soil costs cannol excaed 10% of he total AHSC Program awerd. 32,165,485 $2,212,121 30 OK §103(c) We certify the AHSC AHD funded cost do not include any of the following ineligible cosis:
(1) Costs are not ellgible if there Is another feasible, avallable source of committed funding for the STI portion thereof to ba funded by AHSC off the cost is Incurred prior to the AHSC award;
(2) Routina maintenance or operations of transportation infrastructure (Including transit feel, not including AHSC fundad transit service expansion); Yes (3) In liéu fees for local Inclusionary housing programs; (4) Ongoing operational costa beyond the term of the grant (three years) for Program Gosls; and 5) All costs assoclaled with automobile or motorcycle parking (excluding electric vehicle charging Infrastruclure).

SHRiElgible Costs 5103(a)(2)(A) and nigible Costs s103() () Are capital improvements in the HRI budget required by a localily, transit agency; or special district? If Yes, are improvements a condilion to the approval of the AHD? Yas FAAST File: Cap improvonionte Roo Documentation from a Locallly, transit agency, or spocial dstrict that copital improvements are requred File Uploaded? Yes Budgeted Cost Cap Overage
(D Talal amount of elgible HRI soft cosis cannol exceed 10% of the total AHSC Program award. $601,807 $2,212,121 $0 LOkI (iv) Total amount of eligible environmontal remecialion costs cannot exceed 50% of the tolal ASC HRI grant funds. $0 $1,317,500 (v) Total emount of ellgible real property acquisilion of the HRI project site and associated fees cannot exceed 10% oftha tofel $0 $2,212,121 $O
AHS Program award.
(vi Total amount of ellible Impact fees cannol oxceed 15% of The total AHSC Progran award up to 5300,000. $300,000 3300,000 $103(c) We certify The AHSC HRI funded cost do not include any of the following ineligible costs:
(1) Costs are nat ellgible if there is another feasible, avaitable source of commitled funding for the ST portion thereof ta be funded by AHSC or it the cost is incurred prior to lhe AHSC award;
(2) Routine mainlonance or operations of transporation Incastructure (Including fransit fleet, not Inctuding AHS funded transit service expansian): Yes 3) In lle fees far cal Inclusionary buste programs;
(4) Ongoing operalional costs beyond the term of the grant (three years) for Program Costs; and (6) All costs assoctated with automoblle or motarcycle parking (axcluding electric vehicle charging infrastructure).

HIRI Grant Toms 9104(g)
AHSC RE' Page 1 of 5 AHD HRI
Entrada AHD and HRI Overview PIN 45491
(1) We certify the Hil grant does not result in a profit that exceeda the commercially reasonable range for other impravaments of eimilar size and lovel of risk. Yes (2) We acknowledge that HRI grant funds will be disbursed as reimbursed progress payments for eligible costs Incurred after the execution of the Standard Agreament In the amount nat to exceed the AHSC Program award of funds. Yes
(3) We acknowledge if the HRI Project Includes multiple phases or developments, all entillements and construction funding commitments for the first phase must be received prior to disbursement. Yes
(4)(b) We acknowledge conditions procedent to the first disbursement of HRI funds shall include recept of all required public agency entiflements and all construcion funding commllments for the AHD supported by the HRI Yos
BRAMAN AHD Threshold $106(a)
(4) Describe how AHD provides free transit passes, reloadable transit cards or discounted passes priced at no more than hail of retall cost Wakeland will purchase 6,660 Commuter Link monthly passes during the 3-year grant period and make them avalleble for a period of 6-years, et no cost, to residents of the AHD and the Project area al no cost. Passes will be coupled with travel traning where pass users can leam lo travel independently anywhere RA goos and how to maka connectone to ofter regional, Number of passes or cards that will be provided: 6660 is thare al least one pass per restricted unit? Yes Type of transit passes provided: Free Transit Pass (5) Applicant certifies the proposed AHD will be smoke free and demonstrale complianco prior to construction loan clasing. Yes FAAST Filo: SPH Lonso Accentum 5106(a)(6) Smoke Free Housing Lease Addendum - must be submilled printo constriclion close File Uplonded? •Yea (8) For the AHID, can you provide documentation of complelion and approval or adoption of all necessary environmental clearances Including those required under the CEQA and If applicable, NEPA, and all applicable time periods for filing appeals or lawsults have lapsed within 30 days of the appilcallon due date with lawsuils or appoals filed? Yes NEPA: Is Federal funding proposed that will trigger NEPA reguirements? Yes If Yes, onler date of "Authority to Use Grant Funds" 213/20 CEQA: Project approved "by-tight"? Yes Is Project Calegorically Exempt?| YesT Negative Decleration Date: 11/9/18 Final EIR Date: NA Discuss below any special NEPA and/or CEQA Spacial Circumstances or exemptions and provice estimaled/aclual completion dales of all necessary environmental clearances.

A Mitigated Nogalive Declaralion was prepared and approved in conjunclion wild the General Plan Amendment and Re-Zone; if was recorded on 11/5/2018, The devalopment of the AHD and related HRIs permlted by right, subject only to administrative design revlew and is exempt under Class 32 of the Stale CEQA Guidelines (an "n" exemptlon). Application for Design Review FAAST Fille: AHD Environmental a Our or al ovionel cra. Environmental Ma Repot or Notice of empion.

FAAST Flie: AHD Auth to Uso For NEPA only, copy of the HUD 7016, 16 "Authority To Use Grant Funds" or clarity the current sfatus of the Grant Funds lesuance of the HUD form.
(9) If applicable, provide a listing and status of all discretionary local land use entitlements and parmits, excluding design revlow, required to complote the AHD Project that have been granted, submilled or to be applied for to tho appropriate local agencies, or consistent with local planning documents.

Land Use Approval
Agency /leeuer Approval Type Comments
Date
Genoral Plan Amendment & Režono 12/5/18 Other
(10) Does the Markel study demonairete the AHD Proleal is financially leasible? A study that meets requremenis specited in TAC Regs 510322()(10) will be accepied by HCD. JYes FAAST File: AHD Markol Study Provide a completed market study prepared within one year of the eppilcallon due date. File Uploaded? Yes (11) Does applicant or Developer of Project have Site Control for AHD Projaci? If yos, enter site control form and the most resent execution date below (See Site Control Appandix A) TYos Form of sita control (See Site Control In Appendix A):/ Fee Thie Most recent dacument execution date: 10/14/18 If leasohold estate: Rant based on restricled land value?) NA I Is acquisition cos: 50 in AHD Dev. NA Prepald lease loan used? If so answer (a-c) INA (a) Funding amount based on the Present Value of loase (b) Lender requesting Res, Recepts (not NIA permissile). NA (c) Has longi amoant been entered as a finance cost? NiA payments?
Describe any special sile-control circumstances.

The site is vasted in the name of Wakeland Entrada LP, Wakeland Mission Horilage LIC is the Managing General Partner of ihe LP. Wakeland Mission Horilage LLC Is a wholly owned subsidlary of Wakeland. Housing and Development Corporation.

FAAST File: AHD Site Control Appropriate documentelion to demonstrate the form of sile control Indicatad above Files Upicaded? Yes FAAST FliG AHD Prallminary Tile Roport PTR. thal is no more than 6 morths old for the AHD Profool. (12) Applicants must demonstrate prior experience by providing evidence of two prior AHD projects similar to the proposed AS Projoct in scope and size, which have beon completed by the applicant during the ten years preceding the application dua date.

AHD Past Project #Z
Projeot Name Home Front at Camp Anza Talmadge Galeway
Development Wakeland Camp Anza LP Wakeland Talmadge Gateway LIC Entity
B9/16 5/31/17
Completion Date
Rental Renlal
Prolect Tenure
30 BO
i of units
15 Unlts por Acro
Commerclal (sq. HIA 500
Ift.)
30 units. reserved for households and velerans families belveon 30% and 60% of AMI. The Talmadge Galoway Incudes 60 permanent supportive housing unils exclusivoly rogerved For Brief Description Home Front al Camp Anza development includes a 15,000 square fool historfo World Warl formerly homeless seniors with modical conditions that need on going support. Talmadgo (e.g. number of era Officers Club bulling. The Offcers Club building houses resident amenities, on-sile Galeway includes extensive common area, 7,000 squaro fet, and a 500 square foal units, population resident services and property management olfices. The space is also used as a storefront offering new commerclal spacs. community mealing space for community benet organizations; served, atc.)
FAAST File: Past Exp AHD1, Past Exp AD2 Corificates of Occupancy for wo. reconily completed affordable housing developmerits Fila Uploaded? Yes (13) We certify as of the application date, the applicants or the AiD real property is not party to or the subject of any clalm or action in the stale or federal courts. Yes (14) We cerlify that construction of the AMD Project has nol commerced as of the application deadline set fortis in the NOPA Yes (19) The AHD Project will not result In the loss or conversion of agricultural or olhar working lands, or natural rosource lands for olher uses according the Depl. of Conservation's Farmland Mapping and Monitoring Program (FMMP) website? Yes
"Yes", provide documentation the AHD Projact site is not wilhir land designated as agricultural land per the FIMP loc.

PAAST File: AHD No. Ag Demonstrale the AHD site is not within land designated as agricuitural land per FMMP tool. Flie Uploaded? Yes If 'No", demonsirate that the AHD Project cite qualifies as on infil Site (as defined In Appendix A:

Applicants seeking an exempion to the FMMP determinalion must dentonstrate that the AHD Project.site FAAST Fle: AHD Ag Infill Flle Uploaded? N/A
qualities as an Infil Site (as cotined In Appencilx A)
20)(A) Wo carily the AHD meets the underwriting standards in Unifor Mutiramily Regulations 98300 - 58316 and Mullfamily Housing Program Guidlines 57312. /Yes (20KB) We certify the AHD Is Infeasible without AHSC Program funds, and other committed funds are not and will not be supplanted by AHS Program funds. 1Yes (20)(C) If the AHD Project Involves involving new construction or Substantial Rehabilltation and requiring the demoltion of existing residental units are eligible only if the number of bedrooms in the new Project Is at least equat to the number of bedrooms in the demolished structures, with equal or greater affordabilly. The new affordable unlis may exist on separate parcels provided all parcels are part of the same Proact mealing the requrements of UMR 8302(b), Explain below how this requirement is salisfied in the replacement affordable housing development. If the Project does not invalva demolition of exiling affordable units, indicate "NIA" below.

The Entrada AHD will construct 65 new units, in excass of the 56 unite removed from the aile and provide a tolel of 145 badrooms, in excoss of the 65 bedrooms which previously occupled the alla. All 641 of the 65 tolaf unlis will be avallable at an affordable housing coat to, household eering at or below 80% AM, inclding 13 units rosarved for househalds making at or betow 30% (20)(D) We certily the proposed AHD is consistent with State and Faderal Fair Housing requironents including dulies to affinatively further fafrhousing (explain below). "Yes The development of 65 affordable unils is a eignificant and meaningful action thai changes the development patter i the Easiside Neighborhod of Riverside and increases fair housing cholces for low Income households and those within a protectod class (eig. race, gender, sexuiet ortentalion, nellonal origin, raligion).

AHSC R5 Page 2 of5 AHD-HAI
STATE OF CALIEORNIA - BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY GAVIN NEWSOM,Govarner

DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT

DIVISION OF FINANCIAL ASSISTANCE
2020 W. El Camino Avenue, Suite 670, 95833
P. O, Box 952054
Sacramento, CA 94252-2054
(916) 263-2771/ FAX (916) 263-2763
www.hod.ca.gov
July 20, 2020
Kenneth L. Sauder, President and Al Zelinka, City Manager Chief Executive Officer City of Riverside
Wakeland Housing and Development 3900 Main Street
Corporation Riverside, CA 92522
1230 Columbia Street, Suite 950
San Diego, CA 92101
RE: Award Announcement - AHSC Program Round 5 FY 2018-19 PIN 45497 - Entrada
Dear Kenneth L. Sauder and Al Zelinka:

The Californla Department of Housing and Community Development (Department) and the Strategic Growth Council are pleased to announce that Entrada has been awarded an Affordable Housing and Sustainable Communities (AHSC) Program award in the amount of $22,121,206. This letter constitutes notice of the award as approved by the Strategic Growth Council on 06/25/2020 of the following AHSC Program funds:

AHSC Program Loan Funds
Amount Awarded $13,003,254
Contract Number 20-AHSC-14691
AHSC Program Grant Funds
Amount Awarded $ 9,117,952
Contract Number 20-AHSC-14692
Congratulations on a successful application. For further information, please contact Craig Shields, Branch Chief, Program Design and Implementation - Climate Change, at (916) 263-7495 or [email protected].

Sincerely,
gunmetages
Jennifer P. Seeger
Acting Deputy Director
XHIBIT "B"
Labor Code Requirements of Round 5 ABSC Guidelines and California Department of Housing and Community Developmeut Uniform Multifamily Housing Regulations ... man. .. ......
1628\09\28721763
Section 113. Prevalling Wages
For the purposes of the State Prevailing Wage Law (Labor Code Sections 1720 - 1781), a grant or loan under the AHSC Program shall be considered public funding for the construction, rehabilitation, demolition, relocation, preservation, or other physical improvement of the Capital Project subject to the provisions of the State Prevailing Wage Law. AHSC Program funding of the Project shall not necessarily, in and of itself, be considered public funding of a Project unless such funding is considered public funding under the State Prevailing Wage Law. It is not the intent of the Department in these regulations to subject Projects to the State Prevailing Wage Law by reason of AHSC Program funding of the Project in those circumstances where such public funding would not otherwise make the Project subject to the State Prevailing Wage Law. Although the use of AHSC Program funds does not require compliance with federal Davis Bacon wages, other funding sources may require compliance with federal Davis Bacon wages.

FY 2018-19 AHSC Program Guidelines - 53 - October 31, 2019 EXHIBIT «C'
Entrada Sustainable Transportation Infrastructure ("STI") and Transportation-Related Amenities ("TRA") Scope of Work
City of Riverside Public Works Department
Entrada Sustainable Transportation Infrastructure (STI) and Transportation-Related Amenities (TRA) Scope of Work
20-AHSC-14692
STI # 2
• Installation of Class II bike lanes with solar reflective "cool pavement" on Linden Avenue between Chicago Avenue to lowa Avenue for eastbound and westbound directions and convert Linden Street (by striping) to a 2-lane roadway from its current configuration as a 4- lane roadway within these limits
High visibility crosswalks and Accessible Pedestrian Signal (APS) System at various locations
Ladder Style diagonal crosswalks, 4 new pedestrian signal head indications, 8 new audible pedestrian push buttons, Accessible Pedestrian Signal (APS) System, and diagonal crosswalk signage at the intersection of University Avenue and Kansas Avenue Protected pedestrian crossing at Patterson Park (Linden Street @ Anderson Avenue) & intersection of Seventh Street @ Chicago Avenue
Install next generation video sensing equipment at the intersection of lowa Avenue and University Avenue
STI # 3
Improve pedestrian safety, encourage mode shift and traffic calming/reduced vehicular speed through the installation of high visibility crosswalks; overhead lighting; addition of 3 parklets, and a mural on Park Avenue between University Avenue and 13" Street TRA # 1
• Class III Bike Route - Sign and Stripe a Class III Bike Route ("Sharrows") on Kansas Avenue between 3' Street and Martin Luther King Boulevard
• High visibility crosswalks and Accessible Pedestrian Signal (APS) System at various locations
• RTA Bus stop amenities near the intersection of University Avenue and Chicago Avenue • Traffic calming through traffic circle at the intersection of Park Avenue and 12t Street; speed feedback signs, edge-lit stop signs; ADA compliant ramps along Park Avenue EXHIBIT "D»
Sustainable Transportation Infrastructure ("STI") and
Transportation Related Amenities (TRA") Budgets
Sustainable Transportation Infrastructure (STI) Budget
If proposing multiple distinct STI Capital Projects, provide detail for each Project in separate budgets below. Amounts from each budget will autosum at the bottom. The sum will be used to determine the total STI funds requested and cost cap.

KIA. RTA-Low western
Federal RTA - State FTA FY13 Riverside
Transit Carbon FTA FY03, Local FTA FY16 City of Source Sources Cost Category STI GRANT Transit FY04 5309 Counci Comments Assis ance Transportat STA Match Riverside 8 me otal
Haministra FY15 Operations ion Funds Govnmts.
ion FY 07 TUMF
PA & ED (Environmental)
Plan Specification and Estimates $54,329 $54,329
Other. Acquisition
Total Preliminary Engineering 50 S0 50 $54,329
Right of way support costs SO
Site or right of way acquisiton for Cap. Improvement
$54,329 $54,329
Project
Other:

Total Right of Way (not related to parking) so 50 $54,329 so $54,329 Cleaning and Grubbing $75,000 $75,000
Demolition
Grading 5161,047 $161.047
Soil Stabilization (Lime, etc.) $50,000 $50,000
Erosion/Weed Control $50,000
bewarenne 50
Other: $0
Total Site Preparation $75,000 $0 50 $261,047 $o $0 so 5336,047 Sanitary Sewer $206,827 $208,827
Irrigation $96,905 $86,905
Storm Drain $200,000 $200,000
Detention Basin/Culverts $200,000 $200,000
Other:

Total Site Utilities 30 $208,827 $486,905
Aggregate Base $900,000 $406,726 $900,000 $2,206,726
Asphalt Pavement $162,693 $649,999 $812,692
Sidewalk, Curb and Gutter $58,822 $518,096 $576,918
Street Lights $100,000 $100,000
Striping/Barricades (Bicycle Facilities) 550,000 $50,000 Signage $200,000 $200,000
Crossing and Traffic Signals
Roundabouts, median islands or curb extensions
Other traffic calming surface improvements
Other: $0
Other:

Total Complete Streets Improvements • Construction | $1,150,000 $406,726 $162,693 $58,822 $2,168,095 $3,946,336 Striping/Barricades (for dedicated bus lanes) $100,000 $100,000 Sidewalk, Curb and Gutter $200,000 $200,000
Street Lights $500,000 $500,000
Signage $100,000 $100,000
Signaling Prioritization Technology $0
Boarding infrastructure $200,000 $200,000
Seating/Benches
Bus/Transit Shelters S75001 575.000
Vehicles
Other ITS Technology
Other:

Other:

Total Transit and Station Areas - Construction 5200,000 $0 s0 $975,000 50 $1,175,000 Urban Greening S75000 $75,000
Other: SO
Other:

Total Landscaping. Amenities, Green Infrastructure $75,000 $75,000 Applicant: Provide Name of Impact Fee
Applicant: Provide Name of Impact Fee
Total Impact Fees $0 SO
Other:

Other:

Total Activity Delivery Costs 50 $o
Other:

Other:

Total Other Capital Asset Costs 50 so so so
Total STI #1 Budgeted Project Costs $1,500,000 $406,726 $162,693 558,822 108,6585261,047$208,827$3,630,000 56,336,773 Explain unusual or extraordinary circumstances that have resulted in higher than expected project costs: provide a justification as to why these costs are reasonabie, PA & ED (Environmental)
Pian Specification and Estimates $143,750 $8,100 $151,850 Other:

Total Preliminary Engineering $143,750 S8,100 50 $151,850 Right of way support costs $230,000 $230,000
Site or right of way acquisiton for Cap. Improvement
Project
Other:

Total Right of Way (not related to parking) $230,000
Clearing and Grubbing
Demolition $0
Grading
Soil Stabilization (Lime, etc.)
Erosion/Weed Control
Dewatering 50
Other:

Total Site Preparation 50
Sanitary Sewer
rigation
Storm Drain 30
Detention Basin/Culverts
Other.

Total Site Utilities 50
Aggregate Base
Asphalt Pavement
Sidewalk, Curb and Gutter $420,000 $420,000
Street Lights
Striping/Barricades (Bicyde Facilities) $361,162 $361,162 ignage
Crossing and Traffic Signats $718,340 $718,344
Roundabouts, median islands or curb extensions
Other traffic calming surface improvements
Other: SO
Other:

Total Complete Streets Improvements Construction 51,499,506 S0 $1,499,506 Striping/Barricades (for dedicated bus lanes) SO
Sidewalk, Curb and Gutter
Street Lights $0
Signage
Signaling Prioritization Technology
Boarding infrastructure $343,904 $343,904
Seating/Benches
Bus/Transit Shelters
Vehicles SO
Other ITS Technology so
Other:

Other: SO
Total Transit and Station Areas - Construction $343,904 SO 30 Urban Greening SO
Other: SO
Other: so
Total Landscaping, Amenities, Green Infrastructure SO SO 50 50 $0 $0 so Applicant: Provide Name of Impact Fee
Applicant: Provide Name of Impact Fee
Total Impact Fees $0 $0 $0 $0 so $0
Other: $0
Other:

Total Activity Delivery Costs SO 50 so so 50
Other.

Other: 50
Total Other Capital Asset Costs
Total STI #2 Budgeted Project Costs $2,217,160 SO 50 so SO 30 $0 $8,100 $2,225,260 Explain unusual or extraordinary circumstances that have resulted in higher than expected project costs; provide a justification as to why these costs are reasonable.

STI BUDGET #3
PA & ED (Environmental)
Plan Specification and Estimates
Other: $O
Totat Preliminaty Engineering SO SO 50 so SO $0
Right of way support costs 30
Site or right of way acquisition for Cap, Improvement
so
Project
Other:

Total Right of Way (not related to parking) SO 50
Clearing and Grubbing $O
Demolition 50
Grading
Soil Stabilization (Lime, etc.)
Erosion/Weed Control 50
Dewatering
Other: SO
Total Site Preparation so so SO 50 so
Sanitary Sewer 50
Irrigation
Storm Drain
Detention Basin/Culverts
Other:

Total Site Utilities so so so
Aggregate Base
Asphalt Pavement
Sidewalk, Curb and Gutter
Street Lights $221,000 $221,000
Striping/Barricades (Bicycle Facilities) 50
Signage $50,000 $50,000
Crossing and Traffic Signals $83,985 $83,985
Roundabouts, median islands or curb extensions 50
Other traffic calming surface improvements $54,350 $54,350 Other: $0
Other.

Total Complete Streets Improvements - Construction $409,335 $409,335 Striping/Barricades (for dedicated bus lanes)
Sidewalk, Curb and Gutter
Street Lights
Signage
Signaling Prioritization Technology
Boarding infrastructure
Seating/Benches 30
Bus/Transit Shelters
Vehicles
Other ITS Technology 30
Other:

Other
Total Transit and Station Areas Construction $0
Urban Greening
Other
Other. $0
Total Landscaping, Amenities, Green Infrastructure 50 $0 Applicant: Provide Name of Impact Fee
Applicant: Provide Name of Impact Foe
Total Impact Fees SO $0
Other:

Other 50
Total Activity Delivery Costs SO 50
Other:

Other
Total Other Capital Asset Costs SO $0
Total STI #3 Budgeted Project Costs $409,335 $409,335
Explain unusual or extraordinary circumstances that have resulted in higher than expecled project costs; provide a justification as to why these costs are reasonable

TOTAL SUSTAINABLE TRANSPORTATION INFRASTRUCTURE (STI) BUDGET

Entrada Transportation Related Amenities (TRA) Sources and Uses Budget PIN 45491 It proposing multiple distinct TRA Capital Projects, provide detail for each Project in separate budgets below. Amounts from each budget will autosum at the bottom. The sum will be used to determine the total TRA funds requested and cost cap.

ALL FUNDING SOURCES
Cost Category AHSC TRA Comments
Sources Total
Grant
TRA BUDGET #1 - RTA Bus Stop Improvements
environments. raviews udibs
Pian Specification and Estimates
Right of way support costs
Site or right of way acquisition for Cap. Improvement Project Other Soft Costs (Specify):

Other Soft Costs (Specify);
Othor Soft Costs (Specily)
Other Soft Costs (Specify):

Total Soft Costs $0 SO SO SO so 50 $O
Demolition
Grading
$0
Dewatering
To SO SO SO $0 SO
Sanitary Sewer
Irrigation
Storm Drain
De
$0
Total Site Utilities SO SO $0 SO SO So $0
Aggregate Base $0
Asphalt Pavement
STO
Street Lights
sul
Signage
Cr
tensions
- Construction SO S0 50 50 SO
nes)
Sio $105,000
Street Lights $95,000
Signage
Boarding infrastructura $98,826 11I*
Seating/Benches
Bus/Transit Shelters $75,000 $75,000
Other ITS Technology
Other Transit Station or Stop (Specify:

Other Transil Station or Stop (Specify):

Total Transit Station or Stop - Construction $453,826 SO so 826 Street Trees
Bioswales
Landscaping
Other Urban Greening (Specify):

Other Urban Greening (Specify):

Total Urban Greening $O so
Street Furniture
Bicycle Repair Kiosks
Bicycle Storage or Parking
Drinking Fountains
Other Amenities (Specify):

Other Amenities (Specify):

Total Amenities 50
Provide Name of Impact Fee
Provide Name of Impact Fee
Total Impact Foos
Other Activity Costs (Specify):

Other Activily Costs (Specify):

Total Activity Delivery Costs $0 SO
Employee Reporting
Vehicles
Other Capital Costs (Specify):

Other Capital Costs (Specify):

Total Othor Capital Asset Costs $0 SO $0
Total TRA #1 Budgeted Project Costs $453,826 $o $o
Provide Urban Greening Details and explain unusual or extraordinery circumstences that have resulted in higher than expocted projact costs; provide a justification as to why these costs are reasonable.

TRA BUDGET #2 - Solar Shaded Walkway and Nightime Art Installation Environmental review/studies
Pian Specification and Estimates
Right of way support costs
Site or right of way acquisition for Cap. Improvement Project Other Soft Casts (Specify):

Other Soft Casts (Specily)
Other Soft Costs (Specify): So
Other Soft Costs (Specify):

SO SO
Clearing and Grubbing
Demolition
Grading
Soil Stabilization (Lime, stc.)
Erosion/Weed Control $0
Dewatering $0
Other Sile Preparation (Specify): $0
Total Site Preparation SO so
Sanitary Sewer $0
Irrination
Storm Drain
Detention Basin/Culverts 50
Other Site Utilities (Specify) $0
Total Site Utilities So S0 50 so $0 $0
Aggregate Base
Asphalt Pavement
Sidewalk, Curb and Gutter
Street Lights
Striping/Berricades (Bicycle Fecilities) $0
Signage $0
Crossing and Traffic Signals $0
Roundabouts, median islands or curb extensions
Other traffic calming surface improvements $0
Other Street Improvements (Specify):

AHSC R5 Page 1 of 3 TRA S&U Budget
Entrada Transportation Related Amenities (TRA) Sources and Uses Budget PIN 45491 If proposing multiple distinct TRA Capital Projects, provide detail for each Project in separate budgets below. Amounts from each budget will autosum at the bottom. The sum will be used to determine the total TRA funds requested and cost cap

ALL FUNDING SOURCES
Cost Category AHSC TRA Comments
Sources Total
Total Complete Streets Improvements - Construction SO SO So 50 Stripina/Barricades (for dedicated bus lanes,
sidewalk, curd, and Gutter $50,031 $50,031
Street Lights $500,000 $500,00D
Signage $0
Signaling Prioritization Technolagy
Boarding infrastructure
Seating/Benches
BushTransit Shelters
Other ITS Technology SO
Other Transit Station or Stop (Specify:

Other Transit Station or Stop (Specify):

Total Transit Station or Stop - Construction $550,031 SO so $550,031 Street Trees
Bioswales
nascard
Other Urban Greening (Specify):

Other Urban Greening (Specify):

Total Urban Greening so $0 SO SO
Street Furniture $O
Bicycle Repair Kiosks
Bicycle Storage or Parking
Drinking Fountains
Other Amonities (Specify):

Other Amenities (Specify):

Total Amenities So S0 So SO SO
Provide Name of Impact Fee
Provide Name of Impact Fee
Total Impact Fees SO $0 so so
Other Activity Costs (Specify):

Other Activity Costs (Specify):

Total Activity Delivery Costs 50 so So so so
Employee Reporting
Vehicles
Other Capital Costs (Specify):

Other Capital Costs (Specify):

Total Other Capital Assot Costs $o So
Total TRA #2 Budgeted Project Costs $550,031 so so so $o $550,031 Provide Urben Greening Detais and explain unusual or extraordinary circumstances that have resulted in higher than expected project costs: provide a justification as to why these costs are reasonable.

TRA BUDGET 93 -
Environmental review/studies
Plan Specification and Estimates
Right of way support costs
Site or right of way acquisition for Cap Improvement Project Other Soft Costs (Specily):

Other Soft Costs (Specify):

Total Soft Costs SO SO So SO SO 50 SO
Clearing and Grubbing
Demolition
Grading
Soil Stabilization (Lime, etc.)
Erosion/Weed Control SO
Dewatering
Other Site Preparation (Spacify):

Total Site Proparation 50 SO
Sanitary Sewor $0
Irrigation $0
Storm Drain
Detention Basin/Culverts
Other Site Utilities (Specify):

Total Site Utilities so So 50 So $0
Aggregate Base
Asphalt Pavement
Sidewalk, Curb and Gutter
Street Lights
Striping/Barricades (Bicycle Facilities)
Signage
Crossing and Traffic Signals
Roundabouts, median islands or curb extensions
Other traffic calming surface improvements
Other Street Improvements (Specify)
Total Complete Streets Improvements - Construction so
Striping/Barricades (for dedicated bus lanes)
Sidewalk, Curb, and Gutter
Street Lights
Signage
Signaling Prioritization Technology
Boarding infrastructure
Seating/Benches
Rue/Trane? Shalters
Other ITS Technology
Olher Transi Station or Stop (Specify):

Other Transit Station or Stop (Specify):

Total Transit Station or Stop - Construction $o $o SO 50 50 Street Trees
Bioswales
Landscaping
Other Urban Greening (Specify):

Other Urban Greening (Specify):

Total Urban Groaning so 50 50 So
Street Furniture
Bicycle Repair Kiosks
Bicycle Storage or Parking
Drinking Fountains
ther Amenities (Specify
ther Amenities Scecifi
Total Amenities so so
Provide Name of Impact Fee
Provide Nama of Impact Foo
Total Impact Fees $0 50
Other Activity Costs (Specify):

Other Activity Costs (Specify):

Total Activity Delivery Costs so SO So so so SO
Employee Reporting
Vehicles
AHSC R5 Page 2 of 3 TRA S&U Budget
Entrada Transportation Related Amenities (TRA) Sources and Uses Budget PIN 45491 If proposing multiple distinct TRA Capital Projects, provide detail for onch Project in soparate budgots below. Amounts from oach budget will autosum at the bottom. The sum will be used to determine the total TRA funds requestad and cost cap

ALL FUNDING SOURCES
Common
Cost Category AHSC TRA
Sources Total
Grant
Other Capital Costs (Specify): $0
Other Capital Costs (Specify): 50
Total Other Capital Asset Costs $0 $0 SO so
Total TRA #3 Budgoted Project Costs $o so so 50 so So $0 Provide Urban Greening Detais and explain unusual or extreordinary circumstances that have resulted in higher than expected project costs: provide a justification as to why these costs are reasonable.

TOTAL TRANSPORTATION RELATED AMENITIES (TRA) BUDGET
Total Soft Costs SO SO so 50
SO
Total Site Utilities
Total Complete Stroots Improvements • Construction
$1,003,857 $1,003,857
o i ransit sation orsioo Cons tuction
Total Urban Greening
$O
Total Impact Fees
Total Activity Delivory Costs $0
Total Othor Capital Assot Costs $0
Total TRA Budgoted Project Costs S1,003,857 $1,003,857
AHSC R5 Page 3 of 3 TRA S&U Budget

Riverside City CouncilFebruary 3, 2026

Riverside City Council
February 3, 2026