Sacramento City Council
January 4, 2022

Susana Alcala Wood, City Attorney Jorge Oseguera, City Auditor Mindy Cuppy, City Clerk Howard Chan, City Manager John Colville, City Treasurer City Council Report
915 I Street, 1st Floor
Sacramento, CA 95814
www.cityofsacramento.org

File ID: 2021-01381 January 4, 2022 Consent Item 15

Title: Purchase and Sale Agreement: City Property Located at 3625 Fong Ranch Road

Location: District 3

Recommendation: Adopt a Resolution: 1) approving the Purchase and Sale Agreement (“PSA”) with Anton Fong Ranch Owner, LLC, an affiliate of Anton DevCo Inc. (“Anton”) for the sale of the 22.81 acre property located at 3625 Fong Ranch Road, APN: 225-0170-064 (“Property”) for $6.4 million, which includes $4,945,000 in cash and a Seller Carryback Loan in the amount of $1,455,000 and a Regulatory Agreement for the Affordable Housing Units; 2) authorizing the City Manager or the City Manager’s designee to execute the PSA and implement the escrow instructions; at closing execute the Seller Carryback Loan Agreement, Regulatory Agreement, and Grant Deed; and to take all actions and execute all additional documents as may be necessary to implement the Property sale; 3) authorizing the City Manager or the City Manager’s designee to pay the broker fee, escrow fees, assessments, transfer taxes, and other fees from the sale proceeds to complete the sale of the Property in accordance with the terms of the PSA; 4) authorizing the City Manager or the City Manager’s designee upon close of escrow to increase the revenue budget for the Storm Drainage Fund (Fund 6011) and increase the available fund balance for the Storm Drainage Fund (Fund 6011) by the 2003 purchase price of $2,052,130 plus accrued interest (based on the City’s monthly net Pool A rate of return) from the net sale proceeds ; 5) authorizing the City Manager or the City Manager’s designee upon close of escrow to increase the Innovation and Growth Fund (Fund 2031) revenue budget and increase the available fund balance for the Innovation and Growth Fund (Fund 2031) by the amount of the remaining net sales proceeds, after deduction of City staff costs; and 6) authorizing the City Manager or the City Manager’s designee upon close of escrow to increase the Innovation and Growth Fund (Fund 2031) revenue budget and increase the available fund balance for the Innovation and Growth Fund (Fund 2031) by the amount of the Seller Carryback Loan payments.

Contact: Richard Sanders, Facilities & Real Property Superintendent, (916) 808-7034, [email protected]
, Department of Public Works; Danielle Foster, Housing
Manager, (916) 808-1869, [email protected], Office of the City Manager

Presenter: None

File ID: 2021-01381 Consent Item 15
January 4, 2022
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City of Sacramento

Attachments:
1-Description/Analysis
2-Resolution
3-Purchase and Sale Agreement

File ID: 2021-01381 Consent Item 15
January 4, 2022
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City of Sacramento

Description/Analysis

Issue Detail: On March 2, 2021, the City Council declared the property at 3625 Fong Ranch Road as “surplus property.” In accordance with the California Surplus Land Act (the “Act”) as set forth in Government Code Section 54220 et seq., a Notice of Availability was sent to Housing Sponsors (i.e., affordable housing developers) on the list posted by the California Department of Housing and Community Development (HCD), local affordable housing developers on the list maintained by the Sacramento Housing and Redevelopment Agency (SHRA), and local public agencies. Per the requirements of the Act, preference for negotiations is given to the offeror who proposes to develop at least 25% of the total units as affordable housing for lower income households. Two offers were received which met this criteria and per the Act requirements, negotiations commenced with the prospective buyer who offered to build the most affordable units, which was Anton. Staff is recommending approval of the PSA with Anton for the sale of this surplus property for $6.4 million. Anton will deposit $100,000 which will become non- refundable after expiration of the 90-day due diligence period.

Anton plans on building a total of 555 rental housing units, of which 406 would be market rate units and 149 would be affordable units. The affordable units would be intermixed with the market rate units in an apartment complex. A portion of the affordable units (90 or 107) would be located on a separate parcel and building for tax credit financing purposes and the remaining units (42 or 59) would be rented at below market to lower income households within the market rate apartment buildings. Anton has prepared two conceptual site plans based on whether the northern portion of the property above the drainage canal will be developed or remain as open space, depending on the costs and timing to build an access road over the canal. The difference in unit count is based on the two site plans, but the total number of affordable housing units would remain at 149 or approximately 27% of the total units. Prior to closing the Property sale, Anton will process the entitlements required and finalize the site plan, which is expected to take about six months. A Regulatory Agreement will be recorded against the property to impose the obligation to construct the affordable housing units and to rent the units to lower income households for a 55-year term. Also, the City will dedicate to Reclamation District 1000 an easement over the canal to confirm its existing obligation to maintain the drainage canal.

Anton requested that the cost for the affordable housing parcel at $1,455,000 be paid over time with a Seller Carryback Loan with an interest rate of 3% per annum over a 15-year term to assist with financing the affordable housing apartment building. This loan will also provide benefits for the tax credit scoring process. Even with this loan, tax credits, and mortgage revenue bond financing, the financing gap for the stand-alone affordable housing project is currently estimated at $6.3 million. The development may be built in phases due to the typical 18-month process required to secure financing for the affordable housing project. The loan payments will be deferred during this initial period to reduce Anton’s holding costs.

File ID: 2021-01381 Consent Item 15
January 4, 2022
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City of Sacramento

Policy Considerations: The recommendations in this report are consistent with the provisions of City Code Section 3.04.020 and Chapter 3.88 regarding the disposition of real property owned by the City. The Property had been listed for sale with a broker since February 2018 and negotiations with prior offerors were not successful. The Notice of Availability was widely distributed and two offers that met the 25% affordable housing requirement were received. The proposed sale to Anton is at a higher price with more affordable housing units and total housing units than the second offer received by the City.

Economic Impacts: None

Environmental Considerations:

California Environmental Quality Act: The sale of surplus property is exempt from environmental review under CEQA Guidelines Section 15312, Surplus Government Property Sales, because the Property is not located in an area of statewide, regional or areawide concern; it does not have significant values for wildlife habitat; the use of the Property and adjacent property has not changed since the time of purchase; and the PSA does not approve development of the Property. Anton will have to obtain approval of a General Plan amendment, rezoning, parcel map, and site plan and design review before either conceptual site plan can be developed. During this planning process, the proposed development of the Property will undergo environmental review under CEQA.

The PSA does not limit changes to the site plan or limit imposition of mitigation measures to reduce environmental impacts of the proposed project.

Sustainability: Not applicable .

Commission/Committee Action: None.

Rationale for Recommendation: Approval of the PSA, Seller Carryback Loan, the Regulatory Agreement, and related documents will allow the City to dispose of this surplus property which has been vacant for more than 18 years. The sale will eliminate the costs for maintenance of the Property and provide funds to repay the Storm Drainage Fund (Fund 6011) inclusive of accrued Pool A interest, and provide for much needed affordable housing and market rate housing. The remaining net sales proceeds and the Seller Carryback Loan payments are to be deposited in the Innovation and Growth Fund (Fund 2031).

Financial Considerations: The Property was purchased in 2003 with $2,052,130 from the Storm Drainage Fund (Fund 6011) and $1,400,000 in bond proceeds from the 2002 Capital Improvement Revenue Bonds (CIRB). The total purchase price for this Property is $6.4 million. The City must remit a portion of the sales proceeds back into the Storm Drainage Fund

File ID: 2021-01381 Consent Item 15
January 4, 2022
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City of Sacramento

(Fund 6011) based on how much would have been accrued if those funds were invested instead in the City’s standard investment pool (Pool A). City staff will reassess Pool A interest earnings at the time of escrow closure to determine the final deposit amount into the Storm Drainage Fund (Fund 6011).

There is a 4% brokerage commission owed to the broker representing the City, and the City will be required to pay its share of prorations of property tax assessments, escrow fees, and transfer taxes. In addition, Department of Public Works staff time will be paid out of the sale proceeds after the close of escrow. These costs and repayment of the Storm Drainage Fund (Fund 6011) will be deducted from the net cash sale proceeds. The remaining net cash sale proceeds will be budgeted in the Innovation and Growth Fund (Fund 2031). Additionally, the Seller Carryback Loan in the amount of $1,455,000 will also be budgeted in the Innovation and Growth Fund (Fund 2031) over a 15-year period as payments are received.

Local Business Enterprise (LBE): Not applicable.

RESOLUTION NO. 2021-

Adopted by the Sacramento City Council

Approving Purchase and Sale Agreement with Anton
for Property located at 3625 Fong Ranch Road

BACKGROUND

A. In 2003, the City acquired the property at 3625 Fong Ranch Road, APN: 225- 0170-064, (“Property”) with $2,052,130 from the Storm Drainage Fund (Fund 6011) and $1,400,000 in proceeds from a portion of the 2002 Capital Improvement Revenue Bonds. The City planned to develop the Property, which is 22.81 acres, as a baseball sports complex in partnership with a developer, but the 2011 recession made the project no longer feasible. The City is building the Fong Ranch Park on adjacent property that was dedicated by the adjacent property owner as part of their housing development, so use of the Property as a park is no longer needed. The Property has been listed for sale since February 2018 and negotiations with prior prospective buyers were unsuccessful. The City Council formally declared the Property as surplus property on March 2, 2021.

B. In accordance with the California Surplus Land Act (the “Act”), the City issued a Notice of Availability and received two offers to purchase the Property and build at least 25% of the total housing units as affordable to “Lower Income Households” as defined in California Health and Safety Code (HSC) Section 50079.5(a), to be offered for rent at an “Affordable Rent” as defined in HSC Section 50053. Anton Fong Ranch Owner, LLC (“Anton”) offered to purchase the Property for $6.4 million and committed to build 555 housing units, of which 149 units or approximately 27% would be affordable to Lower Income Households.

Anton offered a higher purchase price and more affordable housing units and more total housing units than the second offer.

C. The City has complied with the provisions of City Code Section 3.04.020 and Chapter 3.88 regarding the disposition of real property.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE CITY COUNCIL RESOLVES AS FOLLOWS:

Section 1. The Purchase and Sale Agreement (PSA) between the City with and Anton Fong Ranch Owner, LLC (“Anton”) for the property located at 3625 Fong Ranch Road for the sale price of $6.4 million, is hereby approved.

Section 2. The Seller Carryback Loan with Anton in the amount of $1,455,000 at a 3% interest rate per annum over a 15-year term, with payments deferred for 18 months, in the form attached to the PSA, is hereby approved.

Section 3. The Regulatory Agreement for the 149 affordable housing units with Anton in the form attached to the PSA, is hereby approved.

Section 4. The City Manager or the City Manager’s designee is authorized to execute the PSA and implement the escrow instructions; at closing execute the Seller Carryback Loan Agreement, Regulatory Agreement, and Grant Deed; and to take all actions and execute all additional documents as may be necessary to implement the sale of the Property.

Section 5. The City Manager or the City Manager’s designee is authorized to pay the broker fee, escrow fees, property tax assessments, transfer taxes, and other fees from the sales proceeds to complete the sale of the Property in accordance with the terms of the PSA.

Section 6. Upon the close of escrow of the Property, the City Manager or the City Manager’s designee is authorized to increase revenue budget for the Storm Drainage Fund (Fund 6011) and increase the available fund balance for the Storm Drainage Fund (Fund 6011) by the 2003 purchase price of $2,052,130 plus accrued interest (based on the City’s monthly net Pool A rate of return) from the net sale proceeds of the Property.

Such accrued interest will be calculated from June 2003 to the closing date of the escrow of the Property.

Section 7. Upon the close of escrow of the Property, the City Manager or the City Manager’s designee is authorized to increase the Innovation and Growth Fund (Fund 2031) revenue budget and increase the available fund balance for the Innovation and Growth Fund (Fund 2031) by the amount of the remaining net sales proceeds, after deduction of City staff costs.

Section 8. Upon the close of escrow of the Property and after the 18-month deferral, the City Manager or the City Manager’s designee is authorized to increase the Innovation and Growth Fund (Fund 2031) revenue budget and increase the available fund balance for the Innovation and Growth Fund (Fund 2031) by the amount of the Seller Carryback Loan payments.

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Purchase and Sale Agreement 1 Dated: 12-9-21
Fong Ranch

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
SELLER: CITY OF SACRAMENTO
BUYER: ANTON FONG RANCH OWNERS, LLC
PROPERTY: FONG RANCH
DATED: JANUARY 4, 2022

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Purchase and Sale Agreement 2 Dated: 12-21-21
Fong Ranch

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (this "Agreement") is made and entered into as of the Effective Date by and between Buyer and Seller, which are also referred to individually as “Party” and collectively as “Parties.” Background
A. In 2003, City purchased 24.98 acres of vacant property located south of I-80 and east of Truxel Road using storm drainage contingency fund and bond proceeds. In 2005, City swapped the property for 22.81 acres of abutting vacant land known as Fong Ranch (the “Property” as defined below). City intended to construct a park and a baseball field complex at this location. In 2011, City determined that it was not financially feasible to build the planned improvements. In 2016, City sent local agencies notice of City’s intent to sell the Property in accordance with the requirements of the Surplus Land Act. City received one response from the Natomas Unified School District, but the parties could not agree on the purchase price. In February of 2018, City listed the Property for sale with the broker Colliers International. While offers were received, the negotiations were not successful. The Property was previously farmed and is currently zoned for agricultural use, so any development proposal will require rezoning the Property.

B. On March 12, 2021, the City Council declared the Property as surplus. Under the terms of the Surplus Land Act as amended in 2019 by AB 1486 (the “Act”), City sent a Notice of Availability to Housing Sponsors and other affordable housing developers included on the list of statewide affordable housing developers maintained by the CA Department of Housing and Community Development (HCD), as well as the list of affordable housing developers that have constructed projects in Sacramento maintained by the Sacramento Housing and Redevelopment Agency. City received two responsive offers from affordable housing developers and commenced negotiations with Buyer as required by the Act because it offered the most affordable housing units.

C. Buyer proposes to build a total of 555 housing units, of which 406 units would be market rate apartments and 149 units would be apartments affordable to Lower Income Households (as defined in the Act). The Act requires at least 25% of the total units to be affordable to gain preference for the negotiations. As required by the Act, a Regulatory Agreement (defined below) will be recorded against the Property to ensure compliance with the Act’s 25% requirement. The terms of the Regulatory Agreement are subject to review by HCD per the Act requirements, and HCD has approved the form of the Regulatory Agreement.

D. Buyer intends to rezone the Property for multi-family development and divide it into two and possibly three parcels as the existing drainage canal separates access within the Property. Prior to Buyer processing the parcel map for recording, City will grant an easement over the drainage canal to Reclamation District 1000 as set forth in this

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Purchase and Sale Agreement 3 Dated: 12-21-21
Fong Ranch
Agreement prior to the Closing Date. Buyer has proposed to integrate some of the affordable housing units within the market rate apartment buildings to create a mixed income housing project, and rent those units below the market rate to meet the affordability requirements in the Regulatory Agreement. Buyer will also create a separate parcel for the stand-alone affordable housing apartment building(s) that will be financed with affordable housing tax credits and mortgage bonds. Buyer has prepared two site plans, one with all of the housing south of the canal so that the affordable housing units will be located at the same complex as the market rate units with the northern portion set aside as open space, and one with some of the market rate units located north of the canal with a bridge crossing for vehicular and pedestrian access. Due to uncertainty at this time over the costs of the bridge and obtaining approval for the road crossing over the canal from RD 1000, Buyer has asked for flexibility to determine the final site plan during the entitlement process.

E. Buyer’s Letter of Interest (LOI) dated September 17, 2021 offers a purchase price of $6.4 million for the 22.81 acres of land, which will be separated into two parcels with the recording of the parcel map. As modified by this Agreement from the amounts set forth in the LOI, the purchase price for the 18 acre market rate parcel is $4,945,000 and the purchase price for the four acre affordable housing parcel is $1,455,000. The payment for the market rate parcel will be used to pay back the storm drainage contingency fund with interest in accordance with the requirements of Proposition 218.

F. Buyer has requested City to provide a seller carryback loan for the $1,455,000 purchase price for the affordable housing parcel. The Parties have agreed on a 15 year term, at 3% interest, with payments to be deferred for 18 months. The deed of trust for the loan will be recorded after the parcel map is recorded so that it only encumbers the affordable housing parcel. As set forth in the seller carryback loan, City will subordinate the loan to the senior construction and permanent financing lender(s) of the stand-alone affordable housing project.

G. City has agreed to provide for the seller carryback loan for the affordable housing parcel to facilitate a successful application for issuance of bond allocation from the CA Debt Limit Allocation Committee and tax credits from the CA Tax Credit Allocation Committee. The 18 month payment deferral period is intended to reduce Buyer’s holding costs until the project financing can close. Buyer has provided City with a Sources and Uses tables which shows that the cost for the affordable housing project will be either $33.6 million or $38.2 million, Buyer will defer its developer fee to reduce the amount needed to close the financing gap, and even with a bond allocation and tax credits, the financing gap is currently estimated at either $6,150,000 or $6,200,000 .

H. During the term of this Agreement, City and Buyer will further investigate the costs for development of the affordable housing project to determine if the financing gap amount can be reduced. City will also evaluate whether it can offer Buyer a loan for the amount of the financing gap, which loan will be subordinate to the senior construction and permanent financing lender(s). During the term of this Agreement, City commits to work with Buyer in

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Purchase and Sale Agreement 4 Dated: 12-21-21
Fong Ranch
good faith to support Buyer in securing the financial resources needed for development of the affordable housing project.

I. Buyer will need to process a general plan amendment, rezoning, a parcel map, and site plan and design review in order to develop the Property for Buyer’s planned project, and approval of those entitlements requires environmental review of the project under the California Environmental Quality Act (CEQA). It is expected that the entitlement process will take six months, assuming that an environmental impact report will not be required for CEQA compliance. During the entitlement process, the preliminary site plans as shown in the exhibit attached to this Agreement may be modified as may be needed to address the entitlement conditions. Buyer has already commenced a review of the requirements for development of the Property. The formal Buyer’s Due Diligence Period (defined below) will extend from the Effective Date until approval of the entitlements, which term differs from the LOI, in order that Buyer has a complete understanding of the City’s Planning and Development Code requirements regarding development of the Property before the Deposit (defined below) becomes non-refundable. The total amount of the Deposit is $100,000, payment of which is set forth in Section 4 below, and the Deposit shall become non-refundable after expiration of the Buyer’s Due Diligence Period, except in the event of Seller’s default, failure of a condition for Buyer’s benefit or as expressly set forth otherwise in this Agreement.

J. City understands that the market rate apartment project may be built before the stand- alone affordable housing project due to the minimum 18 month period it takes after entitlements are approved to secure the bond allocation, tax credits, and gap financing needed for construction of the affordable housing project. The close of escrow is anticipated to occur within 90 days after City approves the Entitlements (as defined below), provided, that Buyer may extend the closing for up to one (1) year if needed to obtain financing for the Property acquisition and development of the market rate housing or if an environmental impact report is necessary (as opposed to a Mitigated Negative Declaration).

Agreement
In consideration of the information contained in the Background which is incorporated into this Agreement, and the mutual covenants, commitments, and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which has been acknowledged and verified, Buyer and Seller agree as follows:

1. Defined Terms. The terms listed below shall have the following meanings throughout this Agreement:

Effective Date: The date this Agreement is approved by the City Council of the City of Sacramento and
signed and delivered by each Party.

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Purchase and Sale Agreement 5 Dated: 12-21-21
Fong Ranch
Seller: The City of Sacramento, a municipal
corporation (“City” or “Seller”).

Seller's Address: City of Sacramento
Office of the City Manager
Attention: Hector Barron, Assistant City
Manager
New City Hall
915 I Street, 5th Floor
Sacramento CA 95814
Phone No.: (916) 808-2669
Fax No.: (916) 808-7618
E-Mail: [email protected]

Seller's Counsel: Office of the City Attorney
915 I Street, Fourth Floor
Sacramento, CA 95814
Attention: Sheryl Patterson
Phone No.: (916) 808-5346
Fax No.: (916) 808-7455
E-Mail: [email protected]
Buyer: Anton Fong Ranch Owner, LLC, a Delaware
Limited Liability Company

Buyer’s Address: Anton Fong Ranch Owner, LLC
C/O Anton DevCo., Inc.

Attn: Brandon Dinon
and Trisha Malone
1610 R Street, Ste 250
Sacramento CA 95811
Phone No.: (916) 400-2080
E-Mail: [email protected]
[email protected]

Buyer’s Counsel:

Real Estate Law Group LLP
700 University Avenue, Suite 100
Sacramento, CA 95825
Attention: Andrew Sackheim
Phone No.: (916) 484-2600
Fax No.: (916) 484-2601
E-Mail: [email protected]

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Purchase and Sale Agreement 6 Dated: 12-21-21
Fong Ranch
Property: That certain parcel of land located in the City of Sacramento, County of Sacramento, State
of California, consisting of approximately

22.81 acres of land area located at 3625 Fong
Ranch Road, Sacramento CA 95834
encompassing APN No. 225-0170-064 as
described in Exhibit 1 (the “Legal
Description”). The Property includes, without
limitation, all mineral and water rights and all
of the existing easements, rights-of-way and
other appurtenances used or connected with
the use or enjoyment of the Property. The
Property is vacant land and is bisected by a
drainage canal. The Property Legal Description
will change before Closing due to a lot line
adjustment requested by Buyer.

Lease: None. The Property is not subject to any lease
or other occupancy agreement.

Purchase Price: The total Purchase Price for the Property is $6,400,000.00.

Escrow Holder and Title Company: First American Title Company Attn: Pam Nicolini
850 Mt Diablo Blvd Suite 530
Walnut Creek, CA 94596
Phone No.: (925) 927-2100
Fax No.: (925) 927-2123
E-Mail: [email protected]

Escrow Instructions:

The instructions issued by Seller and Buyer to
Escrow Holder are in Exhibit 2, in addition to
the terms and conditions set forth in this
Agreement.

Closing Date or Closing:

The date which is 90 days after City approves
the Entitlements (defined below in Section 6),
or such later date in accordance with Section 9
of this Agreement.

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Purchase and Sale Agreement 7 Dated: 12-21-21
Fong Ranch
Preliminary Title Report: The Preliminary Title Report issued by First American Title Company with respect to the
Property and all exceptions to title identified
therein.

2. Exhibits. The following Exhibits are defined in this Agreement and are attached and incorporated into this Agreement by this reference:

Exhibit 1 Legal Description
Exhibit 2 Escrow Instructions
Exhibit 3 Grant Deed
Exhibit 4 Preliminary Site Plan
Exhibit 5 Easement Diagrams
Exhibit 6 Sources and Uses Table
Exhibit 7 Regulatory Agreement form
Exhibit 8 Seller Carryback Loan Documents

3. Purchase and Sale. Subject to the discretion afforded to each Party and compliance with all of the terms, covenants, and conditions in this Agreement, Buyer agrees to purchase the Property from Seller, and Seller agrees to sell the Property to Buyer at the Purchase Price.

The Property shall be conveyed to Buyer from Seller by means of a Grant Deed in the form attached as Exhibit 3.

4. Purchase Price. The Purchase Price shall be SIX MILLION FOUR HUNDRED THOUSAND DOLLARS ($6,400,000.00), of which Buyer shall pay to Escrow Holder the amount of FOUR MILLION NINE HUNDRED AND FORTY-FIVE THOUSAND DOLLARS ($4,945,000.00) as of the Closing Date in accordance with provisions in Section 13. The remaining amount owed of ONE MILLION FOUR HUNDRED AND FIFTY-FIVE THOUSAND DOLLARS ($1,455,000.00) will be paid by Buyer to Seller under the terms of the “Seller Carryback Loan Documents” which are attached as Exhibit 8. Buyer shall execute the Seller Carryback Loan Documents prior to Closing.

Within ten (10) calendar days from the date Escrow Holder provides notice to Buyer that Escrow has been opened, Buyer shall deposit the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000) (the “Deposit”) in the form of a certified or cashier’s check or wired funds paid to Escrow Holder to be deposited into the Escrow account established pursuant to this Agreement as an advance against payment of the Purchase Price for Property to be paid as of the Closing Date. Buyer may direct Escrow Holder regarding investment of the Deposit to obtain interest earnings.

The amount of the Deposit is to increase by payment of an additional TWENTY-FIVE THOUSAND DOLLARS ($25,000.00) (the "Second Deposit") within ten (10) days from the date that Buyer exercises its option t o extend the Close of Escrow as provided in Section 9, if applicable. Upon the making of the Second Deposit, the Second Deposit shall become part of the Deposit for all purposes of this Agreement.

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Purchase and Sale Agreement 8 Dated: 12-21-21
Fong Ranch
The Deposit shall be an advance against payment of the Purchase Price for Property and shall be credited against the cash portion of the Purchase Price owed at Closing. The Deposit shall be returned to the Buyer if the Buyer elects to not proceed with the transaction prior to the end of the Buyer's Due Diligence Period. After the expiration of Buyer’s Due Diligence Period, the Deposit shall be non-refundable, except in the event of Seller’s default, the failure of a condition for Buyer’s benefit or as may be expressly set forth in this Agreement. If Buyer fails to proceed with the Closing in accordance with the requirements of this Agreement after expiration of Buyer's Due Diligence Period, the Deposit (excluding any interest earnings) shall be paid to Seller by the Escrow Holder. If Buyer fails to proceed with the Closing in accordance with the requirements of this Agreement after Buyer exercises its option to extend the Closing Date, the Second Deposit (including any interest earnings) shall be paid to Seller by Escrow Holder.

5. As-Is Purchase. As a material inducement to Seller to execute this Agreement, Buyer acknowledges, represents and warrants as follows:
(a) As of the Closing, Buyer will have fully examined and inspected the Property, together with such other documents and materials with respect to the Property which Buyer deemed necessary or appropriate in connection with its investigation and examination of the Property. As of the Closing, Buyer will have accepted the physical condition, value, presence or absence of Hazardous Substances, use, leasing, operation, tax status, income and expenses of the Property, with the exception of Buyer’s Contingencies per Section 11. The Property will be purchased by Buyer “AS IS” and “WHERE IS” and with all faults. Except with respect to Seller’s express representations and warranties set forth in this Agreement, Buyer has decided to purchase the Property solely on the basis of its own independent investigation and not in reliance on any reports, documents, or other information Seller may have disclosed or provided to Buyer.
(b) Other than as expressly set forth in Section 7 of this Agreement, Seller has not made, does not make, and has not authorized anyone else (including Seller’s officers, employees, agents and contractors) to make any representation as to the present or future physical condition, value, presence or absence of Hazardous Substances, violation of any Environmental Laws, leasing, operation, use, tax status, income and expenses, or any other matter or thing pertaining to the Property. Buyer acknowledges that other than the representations and warranties of Seller set forth in Section 7, no other representation or warranty has been made by Seller and that in entering into this Agreement Buyer does not rely on any other representation or warranty.
(c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO

WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW,

INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF THE CONDITION, HABITABILITY,

MERCHANTABILITY, OR FITNESS OF THE PROPERTY FOR THE PARTICULAR PURPOSE FOR WHICH BUYER INTENDS TO DEVELOP AND USE THE PROPERTY.

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Purchase and Sale Agreement 9 Dated: 12-21-21
Fong Ranch

6. Development of Property. Buyer acknowledges and accepts that Seller will not be liable to Buyer regarding any inability of Buyer to use and develop the Property for Buyer’s intended use, even though such planned use or development project is referenced in this Agreement, and agrees with the following provisions:
(a) Seller shall not be bound by any verbal or written statements, representations, real estate broker’s “setups,” or other information pertaining to the Property that may have been furnished by Seller’s real estate broker or other agents. Even though Seller is a government agency with regulatory authority over development of property within the jurisdictional boundaries of the City of Sacramento, Seller shall not be liable to Buyer for any verbal or written statements, representations, or other information that any of Seller’s officers, employees, agents, or contractors may have disclosed to Buyer regarding the ability to develop the Property for Buyer’s intended use prior to the Closing. (b) Buyer agrees to use commercially reasonable efforts to develop the Property with a total of 555 multi-family residential housing units by seeking all entitlements and permits required for that purpose; provided, however, that Seller acknowledges that the number of housing units may change based upon the final Entitlements approved by the City. The parties anticipate that all of the Entitlements (defined below) required for development of the Property can be processed within six months from the date the application is filed, assuming that an environmental impact report is not required. If an environmental impact report is required, the parties acknowledge that the anticipated Closing Date would be delayed by approximately six months. Buyer’s development project is expected to be built out over a two- year period beginning in 2023, with the first units to be delivered in 2024. The Parties acknowledge that the foregoing timetable is a projection only and not a covenant by Buyer in any respects.

(c) Seller will issue to Buyer a Letter of Agency to allow Buyer to submit applications to the City for the Entitlements defined below. Seller, acting as a government agency with municipal land use regulatory authority, retains the right in connection with its review of any applications for development of the Property that Buyer may file after the Effective Date, to consider the consistency of the proposed project with the adopted plans and zoning regulations, to consider a General Plan amendment and rezoning of the Property to allow for multi-family development, to evaluate the environmental impacts of the project pursuant to the California Environmental Quality Act (CEQA), to impose reasonable conditions and mitigation measures that may modify the project, to impose reasonable on-site and off-site utility and roadway improvements required to provide public services for the development, to process a parcel map to divide the Property into two legal parcels, and to undertake site plan and design review of the layout and design of the apartment buildings and require changes and impose conditions (collectively the “Entitlements”). Seller will permit the recording of the parcel map by Buyer to subdivide the Property prior to the Closing.

(d) Buyer is aware that due to the parcel map, Buyer has to either dedicate land or pay parkland dedication in lieu fee (i.e., Quimby), and that Buyer has to pay the Natomas Habitat Conservation Fees, among other conditions of approval of the Entitlements.

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(e) Buyer agrees to allow City to prepare a CPTED (Crime Prevention through Environmental Design) analysis of the site plan during the site plan and design review process and to implement the measures that are reasonably required to reduce potential property and personal crimes.

(f) Seller, acting as a government agency with municipal land use regulatory authority, may elect not to approve the Entitlements or issue any permits that may be required to develop the Property. Seller shall have no obligation whatsoever to exercise its legislative and discretionary municipal land use regulatory authority in any particular manner to benefit Buyer. This Agreement shall not be construed as a “development agreement” within the meaning of Government Code Section 65864 et seq.

(g) Seller has not approved Buyer’s plans for development of the Property under this Agreement. The Seller Carryback Loan is not a financial benefit to Seller. The Closing Date will not occur until after the Entitlements are approved, which includes evaluating the impacts of the project and imposing mitigation measures for CEQA compliance.

(h) In accordance with the Surplus Land Act, Seller will record a “Regulatory Agreement” against the Property after the parcel map is recorded to impose the requirement that the affordable housing project will be built on the Property to meet the requirement that a minimum of 25% of the total housing units will be affordable to Lower Income Households. The form of the Regulatory Agreement is attached as Exhibit 7. The content of the Regulatory Agreement is subject to approval by the CA Housing and Community Development Department (HCD) as required under the Surplus Housing Act and HCD has approved the Regulatory Agreement form. The Regulatory Agreement will be removed from title of a market-rate housing parcel that will not contain any of the affordable housing units once the final inspection or certificate of occupancy is issued for the affordable housing project as set forth in the Regulatory Agreement.

7. Seller’s Disclosure and Buyer’s Release and Indemnity. Seller and Buyer agree to the following provisions with regard to the physical condition of the Property, the financial condition of the Property, the value of the Property, the suitability of the Property for Buyer’s intended use, and the accuracy or completeness of any information from Seller reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Property.
(a) In accordance with California Health and Safety Code Section 25359.7, California Government Code Sections 8589.3, 8589.4 and 51183.5, California Public Resources Code Sections 2621.9, 2694 and 4136, collectively the “Disclosure Statutes,” Seller discloses that there could have been a release of Hazardous Substances, as defined below, on or beneath the Property which substances may remain on or beneath the Property and constitute contamination under the Environmental Laws based on the prior farming operations. With respect to Seller’s obligation under the Disclosure Statutes, Buyer agrees that Seller has

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satisfied the statutory requirements and that Seller shall not be held liable for any errors or in accuracies in the reports Seller provided to Buyer, if any. (b) Seller has made a good faith effort to identify and provide to Buyer all documents and materials in its possession regarding the Property, including, without limitation, reports regarding the condition of the Property with regard to the release by Seller or a prior owner of the Property of any Hazardous Substances and the presence of any underground storage tanks in, on or about the Property, and discloses to Buyer that to the best of its knowledge no such information exists. Seller has or will provide Buyer with the opportunity to inspect the Property and conduct tests of the soil, groundwater, and any materials on the Property in accordance with the provisions in Section 24. Buyer acknowledges that any condition of the Property which Buyer discovers and desires to correct or improve prior to or after Closing shall be at Buyer’s sole expense.
(c) The Natural Hazards Report, if any, as defined in Section 19 shall not be deemed to constitute a representation or warranty by Seller as to the presence or absence in or around the Property of any conditions that are the subject of the Disclosure Statutes. (d) For the purposes of this Agreement, the term “Hazardous Substances” means any chemical substance, material, controlled substance, object, condition, waste, living organism, or combination thereof which is or may be hazardous to human health or safety or to the environment due to its ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity, mutagenicity, phytotoxicity, reproductive toxicity, infectiousness, radioactivity, or other harmful or potentially harmful properties or effects, including, without limitation, petroleum and petroleum products, asbestos, radon, and polychlorinated biphenyls (PCBs), which are now or may become in the future listed, defined or regulated in any manner by any Environmental Law or regulation.
(e) For the purposes of this Agreement, the term “Environmental Law(s)” means any and all federal, state and local environmental, health, or safety related laws, regulations, ordinances, codes, decrees, directives, standards, rules, guidelines, permits, and decision of federal and state courts as currently existing and as may be amended, enacted, issued or adopted in the future, which due to the presence or potential presence of Hazardous Substances are or become applicable to the Property or persons or entities who own, occupy, use, visit, or work on or in the Property. Environmental Laws include, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) as set forth in 42 USCA 9601 et seq., the California Hazardous Waste Control Laws as set forth in California Health and Safety Code Sections 21500 et seq., and the California Porter Cologne Act as set forth in California Water Code Section 13000 et seq. (f) If Buyer proceeds to Closing with actual knowledge of any matter discovered prior to the expiration of the Buyer’s Due Diligence Period with respect to the Property which is in conflict with any of Seller’s representations and warranties in this Agreement, Buyer shall be deemed to have waived such Seller’s representations and warranties to the extent inconsistent with Buyer’s actual knowledge.

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(g) Upon Closing, excluding Claims from third parties that accrued prior to Closing related to the acts or omissions of Seller or with respect to Seller’s breach of this Agreement or express representations and warranties set forth in this Agreement, Buyer shall assume the risk of the any condition of the Property, and shall defend, indemnify and hold Seller harmless as follows:
1) The following release and waiver of Claims shall be referred to as the “Release.” Upon the Closing, Buyer, on its own behalf and on behalf of each of its successors and assigns and each and all of its and their respective members, partners, officers, directors, employees, parents, affiliates and subsidiaries, and each of their respective successors and assigns (collectively, “Waiver Parties”) hereby fully, forever, irrevocably and unconditionally waives and releases Seller and its respective officers, employees, agents, and representatives and their respective successors and assigns (collectively, “Released Parties”) from: (i) any and all claims, liabilities, losses, obligations, orders, requirements, restrictions, liens, penalties, fines, charges, debts, demands, damages, costs, expenses, counterclaims, suits, proceedings, actions, causes of action, costs and expenses (including, but not limited to, reasonable attorneys’ fees and costs) of any kind and nature whatsoever, whether known or unknown, anticipated or unanticipated, whether foreseeable or unforeseeable, and howsoever arising or accruing (collectively, the “Claims”), that the Waiver Parties, or any of them, ever had, now have, or may have against the Property or the Released Parties pertaining to the Property, arising or accrued prior to the Closing; and (ii) any and all conditions of the Property, including, without limitation, any and all actual, threatened or potential Claims, and Claims for contribution under any law relating to Hazardous Substances, whether under any federal, state or local law (both statutory and non-statutory) or Environmental Laws, and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves, that any of the Waiver Parties may now or hereafter have against any of the Released Parties and that arise in connection with or in any way are related to:
(a) the physical condition of the Property, the financial condition of the Property, the value of the Property, the suitability of the Property for Buyer’s intended use, management or operation of the Property, or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Property; (b) any handling of any Hazardous Substances at, beneath, to, from, or about the Property; (c) any compliance or non-compliance with Environmental Laws regarding any Hazardous Substances or any handling related thereto at, beneath, to, from, or about the Property; (d) any acts, omissions, services or other conduct related to any of the foregoing items “(a)” through “(c),” inclusive; and/or (e) any condition, activity, or other matter respecting the

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Property that is not addressed by any of the foregoing items “(a)” through “(d),” inclusive; Provided, however, that Waiver Parties do not release Released Parties from any third party Claims that are incurred, related to, arising from, or accruing prior to the Closing.
2) The following indemnification of Claims shall be referred to as the “Indemnity.” Buyer shall defend, hold harmless and indemnify the Released Parties and each of them from and against all third party Claims that are incurred, related to, arising from, or accruing after the Closing for the matters that are covered under the provisions of the foregoing subsection.

Released Parties shall defend, hold harmless and indemnify the Waiver Parties and each of them from and against all third party Claims that are incurred, related to, arising from, or accruing prior to the Closing. (h) For the foregoing Release of Claims, to the fullest extent not prohibited by law, Buyer expressly and specifically waives the benefits of Section 1542 of the California Civil Code (“Section 1542”), which is excerpted below and any successor laws:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST

IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND

THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Buyer has been advised by its legal counsel and understands the significance of this waiver of Section 1542 relating to unknown, unsuspected, and concealed Claims, and Buyer specifically represents that Buyer has carefully reviewed the Release provisions with its legal counsel and the Parties agree that the Release provisions are a material part of this Agreement.

Buyer acknowledges that it fully understands, appreciates and accepts all of the terms and provisions in this Section 7.
(i) Buyer acknowledges that the foregoing Release of Claims is voluntary and without any duress or undue influence, and is given in consideration for Seller’s consent to sell the Property to Buyer under the terms of this Agreement. Buyer expressly acknowledges that it may discover facts different from or in addition to those which it believes to be true as the Effective Date with respect to the Release of Claims. Buyer agrees that the foregoing Release and Indemnity shall be and remain effective in all respects notwithstanding such different or additional facts, except in instances of fraud or willful and wrongful acts or omission of the Released Parties.
(j) Buyer represents and warrants to Seller that it has not and will not assign or transfer to any person or entity any matter under the foregoing Release and Indemnity and hold Seller harmless from and against any and all Claims based on or arising out of any such assignment or transfer, or purported assignment or transfer.

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(k) The provisions of this Section 7 shall survive the Closing and the recording of the Grant Deed conveying the Property from Seller to Buyer.

8. Maintenance of Property and Commitments After Effective Date. (a) From the Effective Date until the Closing, Seller shall not: (a) be obligated to undertake any maintenance or repairs of the Property, other than weed abatement; or (b) take or authorize any action with regard to the Property other than issuing a right of entry as provided in Section 24, including making any commitments or representations to any third party, including governmental authorities and lenders, or adjoining or surrounding property owners; but excluding actions necessary to protect the public health, safety or welfare. (b) Notwithstanding the foregoing provisions in subdivision (a), the construction plans for the adjacent Fong Ranch park will allow for a concrete path in the park to serve as a southern emergency access route for the northern portion of the Property if Buyer decides to build housing units in this area. However, Seller will not grant an access easement for this route over the park property unless required thereof for use by emergency vehicles. (c) Notwithstanding the foregoing provisions in subdivision (a), prior to the Closing, Seller will grant to Reclamation District 1000 an easement over the drainage canal in the location and size as shown in the Easement Diagrams attached as Exhibit 5. Any amendments as to the location or size thereof shall require Buyer’s prior written approval.

9. Escrow and Closing. The Escrow process for the purchase and sale of the Property between Buyer and Seller shall be as follows:
(a) Opening of Escrow. The escrow ("Escrow") shall be deemed opened ("Opening of Escrow") on the date that Escrow Holder receives a copy of this Agreement fully executed by Buyer and Seller. Escrow Holder shall promptly notify Buyer and Seller in writing of the date of the Opening of Escrow. Provided as Exhibit 2 is the form of the “Escrow Instructions” which Buyer and Seller shall execute and deliver to Escrow Holder. The Escrow Instructions may be modified after Buyer obtains an updated Preliminary Title Report and as approved by the Parties. Buyer and Seller agree to execute, deliver and abide by any reasonable or customary supplemental escrow instructions or other instruments reasonably required by Escrow Holder to consummate the transaction; provided, however, no such instructions or instruments shall conflict with, amend or supersede any portion of this Agreement. If there is any conflict or inconsistency between the terms of Escrow Holder’s instructions or instruments and the terms of this Agreement and the Escrow Instructions, then the terms of this Agreement and the Escrow Instructions shall control.
(b) The Closing. On the Closing Date as defined in Section 1, all matters to be performed under this Agreement incident to the sale of the Property and the payment of the cash portion of the Purchase Price (collectively, “Closing”) shall be performed at the offices of Escrow Holder, or other mutually acceptable location agreed to in writing by Buyer and Seller.

Notwithstanding anything in this Section 9 to the contrary, the Parties agree to use commercially reasonable efforts to pre-close the transaction (i.e., deliver sign documents into

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Escrow) no later than the business day immediately preceding the then-scheduled date of Closing. For purposes of this Agreement, the actual date of the Closing shall be the date that the Grant Deed in the form attached as Exhibit 3 is recorded by Escrow Holder pursuant to applicable law in Sacramento County, California.
(c) Extension. Unless changed in writing by the Parties, the Closing shall occur on the Closing Date, subject to Buyer's and Seller's respective rights to extend the Closing Date and to terminate this Agreement, that are expressly set forth this Agreement and/or the Escrow Instructions.
1) If prior to the Closing Date, Seller is unable to convey title or to deliver possession as provided in this Agreement, then Seller shall have the right to extend the Closing for a period of up to thirty (30) days (“Seller’s Extension Period”) by giving Buyer and Escrow Holder written notice of the need to extend the Closing Date at least thirty (30) days prior to the planned Closing Date.
2) Buyer shall have the right to extend the Closing Date for a period of up to one (1) year ("Buyer's Extension Period") if Buyer needs additional time to secure its financing for acquisition of the Property or if an environmental impact report is necessary by giving Seller and Escrow Holder written notice of the need to extend the Closing Date at least thirty (30) days prior to the planned Closing Date. (d) Possession of the Property. As of the Closing, Buyer shall obtain rights to the full possession of the Property. Seller’s delivery of possession of the Property to Buyer shall be free and clear of all prior uses and/or occupancies unless Buyer has approved the continued use and occupancy of the Property pursuant to the provisions set forth in this Agreement. During the term of this Agreement, Seller shall not enter into any leases or grant any party any rights or possessory interests in the Property or any portion thereof without Buyer’s prior written consent, which consent may be given or withheld in Buyer’s sole discretion. Buyer will assume responsibility for the physical condition of the Property from the date of Closing and thereafter.

10. Independent Consideration. Contemporaneously with the execution and delivery of this Agreement, Buyer has delivered to Seller and Seller hereby acknowledges the receipt of funds in the amount of One Hundred Dollars ($100.00) (the “Independent Contract Consideration”), which amount the Parties bargained for and agreed to as consideration for Buyer’s right to purchase the Property pursuant to this Agreement and for Seller’s execution, delivery and performance of this Agreement. The Independent Contract Consideration is in addition to and independent of any other consideration or payment provided in this Agreement, is nonrefundable, and is fully earned and shall be retained by Seller notwithstanding any other provision of this Agreement.

11. Buyer's Contingencies. Buyer's obligation to consummate the purchase of the Property is subject to the satisfaction or waiver, on or before the Closing Date, of the following conditions precedent (collectively, "Buyer's Contingencies"), which are for Buyer’s benefit only.

If this Agreement is not terminated before the Closing Date, then Buyer shall be deemed to

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have waived all of Buyer’s Contingencies, this Agreement shall remain in full force and effect, and the Closing shall occur subject to the terms and conditions of this Agreement and the Escrow Instructions.
(a) Title Review. Seller has provided to Buyer the Preliminary Title Report prepared by Placer Title Company and the Escrow Instructions are based on that report. Buyer will request the First American Title Company to deliver to Buyer and Seller an updated Preliminary Title Report after execution of this Agreement. As part of the Escrow Instruction, the exceptions which Buyer will permit to remain on title based on the First American Preliminary Title Report (the “Permitted Exceptions”) shall be identified by Buyer prior to the expiration of Buyer’s Due Diligence Period referenced in Section 11(b) below. The Parties acknowledge that the First American Preliminary Title Report and the Escrow Instructions may need to be updated and revised before the Closing Date given the granting of the drainage easement referenced in Section 8(c) and recording of the parcel map as described in Section 6(c).

The Permitted Exceptions shall include lien (or liens) to secure payment of real estate taxes or assessments and all other state, county and local taxes, charges, and bonds (general, special or otherwise), imposed or assessed, which are not yet due or payable. Buyer shall review and approve the revised Legal Description for the Property after the recording of the parcel map as referenced in Section 6(c) prior to the Closing Date. Buyer shall be satisfied with title to the Property, subject only to the Permitted Exceptions as reflected in the First American Title Report, and the revised Legal Description by the Closing Date. (b) Inspections and Studies. From and after the Effective Date, Buyer has or will investigate the suitability of the Property for Buyer’s intended uses before the date that Seller, acting as a government agency, approves the Entitlements as defined in Section 6(c) (“Buyer’s Due Diligence Period”). Buyer’s investigations may include, without limitation, the availability and cost of providing utilities, the location of underground sewers and storm drains, topographic and spoil studies, surveying, and an environmental site assessment. Within five (5) days after the expiration of the Buyer’s Due Diligence Period, Buyer shall deliver to Seller written notice ("Due Diligence Period Notice") of its approval or disapproval of its inspections of the Property or any aspect, feature or condition of the Property, which approval shall be in Buyer's sole and absolute discretion. The failure of Buyer to timely deliver the Due Diligence Period Notice shall be deemed to constitute Buyer's disapproval of the contingency described in this Section 11(b), and the Deposit shall be returned to Buyer and, except as otherwise provided in this Agreement, Seller and Buyer will have no further obligations or rights to one another under this Agreement.
(c) Representations and Warranties. All representations and warranties of Seller contained in this Agreement shall be materially true and correct as of the Effective Date and as of the Closing Date.
(d) No Default. Seller is not in default in the performance of any material covenant or agreement to be performed by Seller under this Agreement.

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(e) Title Insurance. The conveyance by the Seller of good and marketable fee title to the Property, as evidenced by a standard form American Land Title Association ("ALTA") title insurance policy (or at Buyer’s option a standard form California Land Title Association (“CLTA”) title insurance policy) to be issued by the Title Company in the amount of the Purchase Price and containing endorsements reasonably required by Buyer (“Buyer’s Title Policy”), insuring fee simple title, which is free and clear of all liens and encumbrances subject only to the Permitted Exceptions set forth in the Escrow Instructions.

If any of the conditions set forth in this Section 11 are not timely satisfied or waived by the Buyer, this Agreement shall terminate, and the Deposit and all other monies delivered to Escrow Holder by Buyer shall be returned to Buyer, and except as otherwise provided herein or if the failure of the condition is due to a default by Seller , the parties shall have no further obligations hereunder.

12. Seller's Contingencies. Seller's obligation to sell the Property to Buyer is subject to the satisfaction or waiver, on or before the Closing Date, of the following conditions precedent ("Seller's Contingencies"), which are for Seller's benefit only. If this Agreement is not terminated before the Closing Date, then Seller shall be deemed to have waived all of Seller’s Contingencies, this Agreement shall remain in full force and effect, and the Closing shall occur subject to the terms and conditions of this Agreement and the Escrow Instructions. (a) Representations and Warranties. All representations and warranties of Buyer contained in this Agreement shall be materially true and correct as of the Effective Date and as of the Closing Date.
(b) No Default. Buyer is not in default in the performance of any material covenant or agreement to be performed by Buyer under this Agreement. (c) Title Insurance. The title insurance policy for the Seller Carryback Loan Deed of Trust to be issued by the Title Company in the amount of the loan (“Seller’s Title Policy”).

If any of the conditions set forth in this Section 12 are not timely satisfied or waived by the Seller, this Agreement shall terminate, and unless the failure of the condition is due to a default by Buyer, the Deposit and all other monies delivered to Escrow Holder by Buyer shall be returned to Buyer, and thereafter, the parties shall have no further obligations hereunder.

13. Buyer's Deliveries to Escrow. Unless another time is specified below, at least one (1) business day before the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged ("Buyer's Delivered Items"):
(a) Funds. On or prior to the Closing Date, Buyer shall deliver to Escrow Holder, the Purchase Price as defined in Section 3 of this Agreement, minus the Deposit previously delivered to Escrow Holder, if any, in the form of a certified or cashier’s check or wired funds, plus Buyer's Costs, Buyer's share of prorations set forth on the Proration and Expense Schedule, and Buyer's share of the General Expenses, all as defined in Section 16.

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(b) Preliminary Change of Ownership Report. A Preliminary Change of Ownership Report fully completed by Buyer (the "Preliminary Change of Ownership Report"). (c) Authority. Such proof of Buyer's authority and authorization to enter into this Agreement, on the part of each individual or entity comprising Buyer, and to consummate the transaction contemplated in this Agreement as may be reasonably requested by Seller or Title Company.
(d) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement. (e) Failure to Deliver. If Buyer is in default of its obligation to deliver any of the Buyer’s Delivered Items and Buyer’s counterparts to the jointly delivered items into Escrow timely in accordance with the terms of this Agreement, then Seller shall be entitled to pursue any and all rights available to Seller under this Agreement as set forth in Section 23 of this Agreement.

14. Seller's Deliveries to Escrow. At least one (1) business day before the Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged ("Seller's Delivered Items"):
(a) Grant Deed. The City to Buyer Grant Deed in the form attached as Exhibit 3. (b) Title Affidavit. A customary "seller's affidavit" as may reasonably be required by Title Company in connection with issuance of Buyer's Title Policy with elimination of certain pre-printed exceptions.
(c) Further Documents or Items. Any other documents or items as may be reasonably requested by Buyer or Title Company to close the transactions contemplated by this Agreement.
(d) Failure to Deliver. If Seller is in default of its obligation to deliver any of the Seller’s Delivered Items and Seller’s counterparts to the jointly delivered items into Escrow timely in accordance with the terms of this Agreement, then Buyer shall be entitled to pursue any and all rights available to Buyer under this Agreement, at law or in equity.

15. Joint Deposits into Escrow. On or before one (1) business day before the Closing Date, Seller and Buyer shall execute, acknowledge where required, complete required insertions, and jointly deposit into Escrow two (2) original counterparts of the following documents:
(a) Regulatory Agreement. The Regulatory Agreement which restricts development of the affordable housing parcel for Lower Income Households (as defined in the Surplus Land Act) substantially in the form attached as Exhibit 7.

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(b) Seller Carry Back Loan Documents. The Seller Carryback Loan Agreement signed by both Buyer and Seller, and the Note and the Deed of Trust (for recording) signed by the Buyer in the form attached as Exhibit 8.
(c) Closing Statement. Closing Statement in a form reasonably acceptable to Buyer and Seller showing the allocation of Buyer’s Costs, Seller’s Costs, Escrow Expenses, Prorations, and General Expenses, all as defined in Section 16, and disbursements to be made by Escrow Holder.

16. Costs and Expenses. Should the Closing fail to occur due to Buyer’s default, Buyer will be responsible for any and all Escrow Expenses incurred by Escrow Holder. If the Closing shall fail to occur because of a Seller default, then Seller shall be responsible for any and all Escrow Expenses incurred by Escrow Holder. If there is a Closing and the Property is transferred from Seller to Buyer, then the costs and expenses of this transaction shall be allocated between Seller and Buyer as follows:
(a) Seller's Costs. Seller shall bear the following costs and expenses at Closing:
(i) one-half (½) of the Escrow Expenses; (ii) Seller's share of Prorations and General Expenses; (iii) the cost of recording all releases and other documents to remove all monetary liens, if any, that are recorded against the Property and the cost of recording the Regulatory Agreement and the Seller Carryback Loan Deed of Trust, and any other documents that Seller desires to record; (iv) all of the document recording fees for the Seller to Buyer Grant Deed; (v) the base premium for an ALTA (or CLTA) standard coverage owner’s title policy; and (vi) one-half (½) of the City and County transfer taxes (collectively, "Seller's Costs"). (b) Buyer's Costs. Buyer shall bear the following costs and expenses at Closing: (i) the additional premium for the issuance of an ALTA extended coverage owner’s title policy and any endorsements requested by Buyer; (ii) one-half (½) of Escrow Expenses; (iii) Buyer's share of General Expenses and Prorations, (iv) one-half (½) of the City and County transfer taxes, and (v) a title policy insurance costs for the Seller Carryback Loan Deed of Trust (collectively, "Buyer's Costs").
(c) Escrow and General Expenses. Buyer and Seller shall each pay fifty percent (50%) of Escrow Holder's customary and reasonable charges to buyers and sellers for the preliminary title report, escrow services, document drafting, recording and miscellaneous charges (the “Escrow Expenses”). If, through no fault of either Buyer or Seller, Escrow fails to close, Buyer and Seller shall share equally all of the Escrow Expenses; however, if the Closing fails to close as the result of the default of either Party, then such defaulting party shall bear all of the Escrow Expenses. All other usual and customary costs and expenses for the Closing which are not listed in this Agreement shall be allocated between Buyer and Seller in accordance with the customary practice in Sacramento County, California (the "General Expenses.") Each Party shall bear the costs of its own attorneys and consultants in connection with the negotiation and preparation of this Agreement and the consummation of the transactions contemplated in this Agreement.

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(d) Proration of Expenses. Any expenses associated with maintenance and operation of the Property (the “Prorations”) will be allocated between Seller and Buyer as of 11:59 p.m. on the day immediately preceding the Closing Date. Not less than three (3) business days before the Closing Date, Escrow Holder shall deliver to Buyer and Seller a tentative schedule of the Prorations (the "Proration and Expense Schedule") for Buyer's and Seller's reasonable approval. If any Prorations require final adjustment after Closing, then the Parties shall make the appropriate adjustments promptly when accurate information becomes available and either Party shall be entitled to an adjustment to correct the same. To the extent the amount exceeds $250.00, any corrected or adjustment Proration shall be paid promptly in cash to the Party entitled to such payment.
(e) Property Taxes. All general and special real and personal property and ad valorem taxes, assessments and all other state, county and local taxes, charges, and bonds (general, special or otherwise), imposed or assessed, if any, whether payable in installments or not, including, without limitation, all supplemental taxes attributable to the period prior to the Closing for the calendar year in which the Closing occurs, shall be prorated to the Closing Date, based on the latest available tax rate and assessed valuation. (f) Utility Charges and Service Contracts. Seller shall make arrangements with the utility companies to terminate utility services and with any other company providing services to the Property, if any, as of the date of the Closing Date. Seller shall be responsible for the payment of all utility and service final bills (relating to the period up to the Closing) after the Closing upon receipt of the final bills. All utility charges and payments required under service contracts which are not terminated prior to the Closing Date shall be prorated as of the Closing Date and Buyer shall obtain a final billing thereafter. All utility security deposits, if any, shall be retained by Seller. After Closing, all costs associated with any changes to any utility systems and services for the Property and the costs of resuming utility and other services for the Property for the period after Closing shall be the sole responsibility of Buyer. The preceding provisions shall survive Closing.

17. Closing Procedure. When the Title Company is ready to issue the Buyer's Title Policy and all required documents and funds have been deposited with Escrow Holder, Escrow Holder shall close Escrow as of the specified Closing Date, or at a sooner date with approval of both Parties, in the manner and order provided below:
(a) Date; Counterparts. Escrow Holder shall date all instruments as of the date of the Closing (if not dated), and combine all counterparts of instruments delivered to Escrow Holder in counterparts.
(b) Document Recordation. Escrow Holder shall record the Grant Deed and the Seller Carryback Loan Deed of Trust in the Official Records of the Recorder's Office (the "Official Records").
(c) Preliminary Change of Ownership Report. Escrow Holder shall submit the Preliminary Change of Ownership Report to the Recorder's Office concurrently with the submission of the Grant Deed for recordation.

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(d) Notification; Disburse Funds. Escrow Holder shall provide telephonic or e-mail notice to Buyer and Seller (and their respective counsel) that the Closing has occurred, deliver the final Closing Statement in accordance with Section 18 to each Party by facsimile or e-mail, and disburse funds. In disbursing funds, Escrow Holder shall debit or credit (as provided herein) all Buyer's Costs, Seller's Costs, prorate all matters based on the approved Proration and Expense Schedule, the Deposit and the balance of the Purchase Price for the Property to Seller; and disburse the remaining funds, if any, to Buyer.
(e) Title Policy. Escrow Holder shall cause its Title Company to issue the Buyer's Title Policy to Buyer and the Seller’s Title Policy in accordance with the Escrow Instructions. (f) Informational Reports. Escrow Holder shall file any information reports required by Internal Revenue Code Section 6045(e), as amended.

18. Post-Closing Instructions. The Parties acknowledge that the original Grant Deed will be returned by the County Recorder’s Office to the Buyer and the original Seller Carryback Loan Deed of Trust will be returned by the County Recorder’s Office to the Seller. Promptly after the Closing, Escrow Holder shall deliver the following instruments:
(a) To Seller.
i. One (1) conformed copy of the recorded Seller to Buyer Grant Deed; ii. One (1) fully-executed original of the Regulatory Agreement, the Seller Carryback Loan Agreement, and the Seller Carryback Loan Note; iii. One (1) conformed copy of the recorded Seller Carryback Loan Deed of Trust; iv. One (1) copy each of the Preliminary Change of Ownership Report, the Documentary Transfer Tax Statement, and the final Closing Statement; and v. The title insurance policy for the Seller Carryback Loan Deed of Trust. (b) To Buyer.
i. One (1) conformed copy of the recorded Seller to Buyer Grant Deed; ii. One (1) fully-executed original of the Regulatory Agreement and the Seller Carryback Loan Agreement;
iii. One (1) conformed copy of the recorded Seller Carryback Loan Deed of Trust; iv. One (1) copy each of the Preliminary Change of Ownership, the Report Documentary Transfer Tax Statement, and the final Closing Statement; and v. The ALTA (or CLTA) standard coverage owner’s title policy and any endorsements.

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(c) To Counsel. Copies of all documents delivered to Buyer and Seller following the Closing.

19. Exclusion of Seller's Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to allow Buyer to purchase the Property, Buyer agrees with the following statements:
(a) By execution of this Agreement, Buyer acknowledges and agrees that, with the exception of those representations and warranties specifically set forth in this Agreement, Seller has not made, does not make, and specifically negates and disclaims any representations or warranties of any kind or character whatsoever, whether express or implied, oral or written, past or present, with regard in any way to the transactions described in this Agreement. (b) No person acting on behalf of Seller for the purposes of this Agreement, excluding any statements made by City employees related to the processing of the Entitlements, is authorized to make any representations or warranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, with regard to the Property, including without limitation: (i) its value; (ii) its nature, condition or quality (including, without limitation, its water, soil and geology); (iii) its compliance with any laws, rules, ordinances or regulations of any applicable governmental authority or body; (iv) its suitability for activities which Buyer may desire to conduct thereon; (v) its suitability for the development, remodeling or improvements desired by Buyer, or the ability of Buyer to develop, remodel or improve the Property for its planned project; (vi) the income to be derived from the Property; (vii) the habitability, merchantability, profitability, or fitness for a particular purpose of the Property; (viii) the environmental condition of the Property; and (ix) the manor, quality, state of repair or lack of repair of any improvements on the Property. (c) As of the Closing, to the extent permitted by law, Buyer shall either be deemed to have knowingly, voluntarily and intentionally waived the right to the disclosures or Buyer shall assume responsibility for obtaining the information required to be disclosed by a seller (the “Natural Hazards Disclosures”) as set forth in: (i) California Government Code Section 8589.3 (a special flood area); (ii) California Government Code Section 8589.4 (dam failure inundation area); (iii) California Government Code Section 51183.5 (earthquake fault zone); (iv) California Public Resources Code Section 2621.9 (seismic hazard zone); (v) California Public Resources Code Section 4136 (wildland fire area); and (vi) California Public Resources Code Section 2694 (high fire severity area). This waiver by Buyer includes, to the extent permitted by law, any remedies Buyer may have for Seller’s nondisclosure of the Natural Hazards Disclosures. At its sole discretion and expense, Buyer may elect to engage a consulting firm to prepare a Natural Hazards Report to ascertain whether or not the Property is subject to any natural hazards as listed above during Buyer’s Due Diligence Period.

20. Seller's Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Property, Seller makes the following representations and warranties as of the Effective Date and as of the Closing, each of

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which is material and is being relied upon by Buyer, and the truth and accuracy of which shall constitute a condition precedent to Buyer’s obligations under this Agreement:
(a) Power. Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced in this Agreement, and to consummate the transactions contemplated in this Agreement.
(b) Requisite Action. All requisite action, including, without limitation, approval by the Sacramento City Council and all other pertinent review and approval by any other person or entity affiliated with Seller, has been taken by Seller in connection with entering into this Agreement as of the Effective Date and the instruments referenced in this Agreement, and to consummate the transactions contemplated in this Agreement. No additional consent of any individual, officer, director, shareholder, partner, member, manager, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required for Seller to execute this Agreement and the instruments referenced in this Agreement, and to consummate the transactions contemplated in this Agreement. (c) Individual Authority. The individual(s) executing this Agreement and the instruments referenced in this Agreement on behalf of Seller have the legal power, right and actual authority to bind Seller to the terms and conditions of this Agreement and the instruments referenced in this Agreement.
(d) No Conflict. Neither the execution and delivery of this Agreement, the documents or instruments referenced in this Agreement, nor incurring the obligations, consummation of the transactions, and compliance with the terms of this Agreement conflict with or will result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreement or instrument to which Seller is a party or that affects the Property.
(e) Third Party Notices and Consents. With the exception of the notice required to be submitted to the CA Housing and Community Development Department (HCD) as set forth in the Surplus Land Act and HCD’s Surplus Land Act Guidelines, the sale of the Property does not require notice to or the consent of any governmental entity or private party. (f) Specifically Designated National and Blocked Persons. Seller (i) is not listed in the Annex to, or otherwise subject to the provisions of United States Presidential Executive Order 13224 issued on September 24, 2001 (“Executive Order”); (ii) does not have its name on the U.S. Department of the Treasury, Office of Foreign Assets Control’s (“OFAC”) most current list of “Specifically Designated National and Blocked Persons”; and (iii) is not otherwise affiliated with an entity or person listed above. This provision shall survive Closing. (g) Hazardous Substances. Seller has not received any notice from the United States Environmental Protection Agency, the State of California Department of Toxic Substances Control, the Sacramento County Environmental Management Agency, or any other federal, state, county or municipal entity or agency that regulates Hazardous Substances or public

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health risks or other environmental matters, or any private party or person claiming any violation of, or requiring compliance with, any Environmental Laws or demanding payment or contribution for any Hazardous Substances in, on, under, upon or affecting the Property. (h) Third Party Payments. To Seller’s actual knowledge, all bills and claims for labor performed or materials furnished to or for the benefit of the Property for all periods of time prior to the Closing have been paid in full and there are no mechanics’ or materialmen’s liens (whether or not perfected) on or affecting the Property. (i) Liens. There is no lien or debt of any kind encumbering the Property that would need to be assumed by Buyer.
(j) Leases and Defaults. The Property is not subject to any lease or other occupancy agreement. Seller is not in default under any contracts, agreements, easements or any other documents or instruments relating to or affecting this Agreement or the Property. (k) Lawsuits. To the best of Seller’s knowledge, as of the Effective Date, there is no pending or threatened suit, claim, action or arbitration, or legal, administrative, or other proceeding or governmental investigation, formal or informal, including but not limited to personal injury, eminent domain, condemnation, or any judgment, or moratorium which affects the Property or Buyer's anticipated development of the Property.

21. Exclusion of Buyer's Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Property, Seller agrees that by execution of this Agreement, Seller acknowledges and agrees that, with the exception of those representations and warranties specifically set forth in this Agreement, Buyer has not made, does not make, and specifically negates and disclaims any representations or warranties of any kind or character whatsoever, whether express or implied, oral or written, past or present, with regard in any way to the transactions described in this Agreement.

22. Buyer's Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property, Buyer makes the following representations and warranties as of the Effective Date and at and as of the Closing. Each of the following Buyer representations and warranties each of which is material and is being relied upon by Seller, and the truth and accuracy of which shall constitute a condition precedent to Seller's obligations hereunder.
(a) Power. Buyer’s legal entity is in good standing with the Secretary of the State of California and the State Franchise Tax Board and Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced in this Agreement, and to consummate the transactions contemplated in this Agreement. (b) Requisite Action. All requisite action (corporate, partnership, trust or otherwise) has been taken by Buyer in connection with entering into this Agreement and the instruments referenced in this Agreement, and to consummate the transactions contemplated in this Agreement. No additional consent of any individual, officer, director, shareholder, partner,

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member, manager, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required for Buyer to execute this Agreement and the instruments referenced in this Agreement, and to consummate the transactions contemplated in this Agreement.
(c) Individual Authority. The individuals executing this Agreement and the instruments referenced in this Agreement on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions set forth in this Agreement. (d) No Conflict. Neither the execution and delivery of this Agreement, the documents or instruments referenced in this Agreement, nor incurring the obligations, consummation of the transactions, and compliance with the terms of this Agreement conflict with or will result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party.
(e) Specifically Designated National and Blocked Persons. Buyer has certified to Seller that it is not a “Prohibited Person” under the Patriot Act, Executive Order 13224, or listed on the OFAC, and will indemnify Seller for breach of the certification.

23. Remedies. If the sale of the Property is not consummated in accordance with the terms of this Agreement due to the default of either Party, the remedies available are as follows:
(a) Remedies Upon Seller's Default. If Seller fails to allow for the Closing as contemplated in this Agreement in a timely manner because of a default by Seller (and Buyer is not also in default), then Buyer may (i) terminate this Agreement by delivery of written notice to Seller and Escrow Holder, or (ii) purchase the Property (or if necessary, seek specific performance of this Agreement) provided that Seller shall be provided at least ten (10) business days to cure such default.
(b) Remedies Upon Buyer's Default. If Buyer fails to allow for the Closing as contemplated in this Agreement in a timely manner because of a default by Buyer, then the Seller may terminate this Agreement by delivery of written notice to Buyer and Escrow Holder, provided that Buyer shall be provided at least ten (10) business days to cure such default. (c) Monetary Damages. In no event will either Party be liable to the other Party for monetary damages due to breach of this Agreement or for the costs of enforcement of this Agreement, including, without limitation, attorneys’ fees and legal costs; provided, however, that notwithstanding the foregoing to the contrary, if this Agreement is terminated due to Seller’s default hereunder, Seller shall reimburse Buyer for all costs incurred by Buyer with respect to this transaction, including, without limitation, all inspection costs, entitlement costs, consultant fees and any other cost or expense incurred by Buyer with respect thereto. (d) Deposit. Notwithstanding any other term, provision or condition in this Agreement, if Buyer fails or refuses to complete the transaction contemplated in this

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Agreement for any reason or cause other than (i) the default of Seller, (ii) the failure of Seller to Close by the Closing Date, or (iii) Buyer’s contingencies as provided in Section 11; then, as Seller’s sole remedy, this Agreement shall be deemed an option agreement and the amount of the Deposit and the Second Deposit, if any, shall be deemed an option fee and to paid by Escrow Holder to Seller.
(e) Buyer’s Liability. Other than loss of the Deposit and payment of the Escrow Expenses, Buyer shall have no further liability to Seller of any kind whatsoever by reason of the termination and/or non-performance of this Agreement by Buyer.

24. Right of Entry. By its execution of this Agreement, Seller grants a license to Buyer’s officers, employees and agents to enter the Property to conduct such inspections that Buyer may elect to perform, including, without limitation, soil testing, and surveying, staking, and potholing, and to allow Buyer to address Buyer’s Contingencies as set forth in Section 11.

Following any such tests or inspections, Buyer agrees to promptly return any portions of the Property damaged or altered by Buyer during such tests or inspections to substantially the same condition which existed prior to such test or inspection. Buyer shall indemnify, defend and hold Seller and the Property harmless from any and all claims, damages or liabilities arising out of or resulting from the entry onto or activities upon the Property by Buyer or Buyer’s officers, employees and agents or liens arising from Buyer's due diligence review of the Property; provided, however, that Buyer shall not be responsible for indemnifying Seller with respect to (A) any pre-existing conditions which Buyer merely discovers through Buyer's investigation of the Property (including, but not limited to, any environmental contamination or matters), and (B) any claims, damages or liability resulting from an act or omission of Seller or Seller's agent, contractors, subcontractors, employees or consultants.

25. Challenge to Agreement. In the event of any action instituted by a third party challenging the validity of any portion of this Agreement, including, without limitation, the proceedings taken for its approval (including the CEQA requirements), or any other act undertaken by the Parties in furtherance of this Agreement, the Parties agree to cooperate in the defense of the action. In all such litigation, the following shall apply:
(a) Seller may tender its defense to Buyer. If Seller decides to defend the action, Buyer shall be entitled, subject to court approval, to join in or intervene in the action on its own behalf, or to advocate in favor of validity of this Agreement or any challenged entitlement. In such a case, each Party shall bear its own attorney fees and costs. If Seller tenders its defense to Buyer and Buyer, in Buyer’s sole discretion, elects not to accept such tender, then Seller may elect to terminate this Agreement without any liability to Buyer; provided, however, that the Deposit and all funds paid by Buyer to Escrow Holder shall be immediately returned to Buyer.

(b) If Seller decides to tender the defense of the action to Buyer, Seller shall promptly notify Buyer of its determination. Buyer shall, upon such notice from Seller, either (i) terminate this Agreement for Buyer’s convenience and the Deposit and all funds paid by Buyer to Escrow Holder shall be immediately returned to Buyer, or (ii) at Buyer’s sole expense, defend the action on its behalf and on behalf of Seller through counsel reasonably acceptable to Seller.

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In the event Buyer elects to defend the action, Buyer shall have the right to settle such action, provided Buyer accepts defense and obligation without reservation, and that such settlement does not obligate Seller to make any payment or perform any obligation, or otherwise prejudice Seller, without Seller’s consent thereto. Buyer shall bear all attorney fees and costs associated with such defense from and after the date of the tender. However, Seller may at any time after the tender elect to assume representation of itself; in that event, from and after the date Seller gives notice of its election to do so, Seller shall be responsible for its own attorney fees and costs incurred thereafter.

(c) If, in such litigation, a final judgment or other final order is issued by the court which has the effect of invalidating or rendering ineffective, in whole or in part, any provision of this Agreement or the Agreement itself, the following shall apply:

(i) If Buyer elected to accept the defense of the action and if the judgment or order includes a provision for attorney fees and/or costs of the successful party or parties, Buyer shall pay the entire cost thereof, without right of offset, contribution or indemnity from Seller, irrespective of anything to the contrary in the judgment or order.

(ii) Seller and Buyer shall meet and endeavor, in good faith, to attempt to reach agreement on any amendments needed to allow for the contemplated sale of the Property to proceed in a reasonable manner, taking into account the terms and conditions of the court's judgment or order. If agreement is reached, the procedures for amending this Agreement as specified in Section 27(n) shall apply. If agreement is not reached, either Party shall have the right to terminate this Agreement for its convenience without liability to the other Party by giving written notice to the other Party; however, each Party shall be liable for half of the Escrow Expenses prior to termination.

(iii) In the event that amendment is not required, and the court's judgment or order requires Seller to engage in other or further proceedings, Seller agrees to comply with the terms of the judgment or order expeditiously as long as Seller is not required to incur additional costs.

26. Tax Deferred Exchange. Upon the request of Buyer (the "Requesting Party") to this Agreement, the Seller (the "Non-Requesting Party") agrees to reasonably cooperate with the Requesting Party in consummating the sale of the Property as part of a simultaneous or non- simultaneous tax-deferred exchange (the "Exchange") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, provided that: (i) the Non-Requesting Party shall not be required to take title to any property other than the Property or incur any additional liabilities or financial obligations as a consequence of such cooperation, and (ii) the respective Closing Date shall not be delayed or extended thereby.

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(a) The Requesting Party shall have the right to assign its rights and obligations hereunder to a qualified intermediary (the "Intermediary"), who will cause the respective Closing to occur on the Requesting Party's behalf. All of the Requesting Party's liabilities, representations and warranties under this Agreement shall remain those of the Requesting Party and the Non-Requesting Party shall not seek recourse against the Intermediary with respect to such liabilities or for the breach of any such representations or warranties.

Performance by an Intermediary in effectuating an Exchange shall be treated as if such performance were made by the Requesting Party, and the Requesting Party shall remain the primary obligor for the full and timely performance of all obligations of the Requesting Party under this Agreement. In the event of any breach of such representations, warranties, covenants or other obligations, the Non-Requesting Party may proceed directly against the Requesting Party.
(b) The Non-Requesting Party shall not be required to assume any liabilities as a result of the Exchange transaction that are in addition to those which would exist if the transaction were effectuated as a sale by the Requesting Party and not effectuated as an Exchange.
(c) The Requesting Party hereby agrees to indemnify, defend (with counsel reasonably satisfactory to the Non-Requesting Party) and hold harmless the Non-Requesting Party from and against any and all claims, loss, cost, damage, or expense (including, without limitation, reasonable attorneys' fees) incurred by the Non-Requesting Party and arising out of or relating to the Non-Requesting Party's participation in the Exchange.

27. General Provisions.
(a) Damage to Property. If, prior to Closing, all or any portion of the Property to be conveyed is damaged by earthquake, flood, or other natural casualty (collectively "Damage"), Seller shall immediately notify Buyer of such Damage. Buyer shall select within thirty (30) days from receipt of such notice to either proceed with the Closing and take the Property with such Damage or terminate this Agreement. If Buyer elects to terminate this Agreement, the Deposit shall be returned within ten (10) days and each Party shall be liable for half of the Escrow Expenses. If Buyer elects not to terminate this Agreement, Buyer shall nonetheless proceed with the Closing and take the Property with such Damage, all insurance proceeds shall be assigned by Seller to Buyer and Buyer shall receive a credit for any applicable deductible payable with respect thereto. The risk of loss of the Property from any cause shall be transferred to Buyer upon Closing.
(b) Condemnation. If, prior to Closing, (i) all or any portion of the Property is taken or appropriated by a public or quasi-public authority exercising the power of eminent domain, or (ii) there is any taking of land lying in the bed of any street, road, highway or avenue, open or proposed, or any change of grade of such street, road, highway or avenue in front of or adjoining all or any part of the Property; then Buyer shall select within thirty (30) days from receipt of written notice from Seller of such taking to either proceed with the Closing and take the Property subject to such condemnation or terminate this Agreement. If Buyer elects to

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terminate this Agreement, the Deposit shall be returned within ten (10) days and each Party shall be liable for half of the Escrow Expenses. If Buyer shall elect to proceed with the purchase of the Property, Buyer shall be entitled to receive all of the award or payment made in connection with such taking.
(c) Notices. All notices, demands, requests or other communications required or permitted hereunder (collectively, "Notices") shall be in writing, shall be addressed to the receiving party, with a copy to such Party's counsel, if any, as provided in the Section 1, the “Defined Terms,” and shall be personally delivered, sent by overnight mail (FedEx® or another carrier that provides receipts for all deliveries), sent by certified mail, postage prepaid, return receipt requested or sent by facsimile or email. All Notices shall be effective upon receipt at the appropriate address. Notice of change of address shall be given by written notice in the manner detailed in this Section. Rejection or other refusal to accept or the inability to deliver due to changed address of which no Notice in accordance with this Section was given shall be deemed to constitute receipt of such Notice. The providing of copies of Notices to the Parties' respective counsels is for information only, is not required for valid Notice, and does not alone constitute Notice under this Agreement. Buyer and Seller agree that Notices may be given hereunder by the Parties' respective counsel, and that, if any communication is to be given hereunder by Buyer's or Seller's counsel, such counsel may communicate directly with all principals as required to comply with the provisions of this Section. (d) Brokers. Seller represents and warrants to Buyer that it has hired a broker in connection with this transaction and Seller shall be solely liable to compensate that broker.

Buyer represents and warrants to Seller that it has not dealt with a broker in connection with this transaction. Each Party agrees to indemnify, defend and hold harmless the other Party from and against any and all losses, liens, claims, judgments, liabilities, costs, expenses or damages (including, without limitation, reasonable attorneys' fees and court costs) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by such Party or on its behalf with any broker or finder in connection with the transaction contemplated in this Agreement. The foregoing indemnity shall survive both the Closing or the termination of this Agreement. (e) Assignment. This Agreement may be assigned by Buyer without Seller’s consent; provided, however, that such assignee accepts in writing all of the obligations set forth in this Agreement. Upon such assignment, the originally named Buyer under this Agreement shall be released from all obligations under this Agreement. (f) No Joint Venture. Nothing in this Agreement shall be construed to create a principal and agent, a partnership, joint venture, or any other association or other relationship between the Parties.
(g) Survival. The provisions of this Agreement which expressly survive Closing shall so survive, including, without limitation, the covenants, representations, limitations, hold harmless, indemnification and release obligations made by each Party. No provision of this Agreement shall merge into the Grant Deed.

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(h) Cooperation. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be reasonably required in order to consummate the purchase and sale contemplated in this Agreement and shall use all commercially reasonable efforts to accomplish the Closing in accordance with the provisions of this Agreement.
(i) Computation of Time Periods. Time is of the essence of every provision in this Agreement. All references herein to a particular time of day shall be deemed to refer to Sacramento, California time. In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which said period of time runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, or legal holiday. The term "business day" as used in this Agreement shall mean each day other than a Saturday, Sunday, or legal holiday. Except as otherwise expressly provided in this Agreement, all time periods expiring on a specified date or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period. (j) Enforced Delay, Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either Party hereunder shall not be deemed to be in default where delays or default are due to war, acts of terrorism, insurrection, strikes, walkouts, riots, energy shortages, energy rationing, floods, drought, rain, earthquakes, fires, casualties, acts of God, governmental restrictions imposed or mandated by other governmental entities, including any federal, state, county, city or other governmental agency with jurisdiction over the Property which declares an emergency; issues orders; adopts regulations; imposes restrictions; shuts down offices; and/or alters its operations in any manner that impacts either Party's ability to perform under this Agreement (including, without limitation, the effects of the COVID-19 pandemic), enactment of conflicting state or federal laws or regulations, new or supplementary environmental regulation , litigation, or similar bases for excused performance. If written notice of such delay is given by either Party within thirty (30) days of the commencement of such delay, an extension of time for such cause shall be granted for the period of the enforced delay, or for such longer period as may be mutually agreed upon by the Parties in writing.
(k) Counterparts; Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. A facsimile or pdf signature for this Agreement shall be deemed an original signature.
(l) Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the Parties, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision of this Agreement.

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(m) No Obligations to Third Parties. Except as otherwise expressly provided in this Agreement, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the Parties to this Agreement to, any other person or entity. (n) Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the Parties. (o) Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision of this Agreement.
(p) Time Extension. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. (q) Partial Invalidity. If any term or provision of this Agreement, or the application of any term or provision to any person or circumstance, is held to be invalid or unenforceable, or is found to be prohibited by law; the remainder of this Agreement and the application of any term or provision to any person or circumstance (other than those provisions or applications which were held invalid, unenforceable, or prohibited) shall not be affected and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. (r) Applicable Law. The Agreement was made in and is to be performed entirely within the State of California, and its interpretation, its construction and the remedies for its enforcement or breach are to be applied pursuant to, and in accordance with, the laws of the State of California for contracts made and to be performed therein. (s) Venue and Alternative Dispute Resolution. The Parties agree to submit any disputes arising under the Agreement to a court of competent jurisdiction located in Sacramento, California. Nothing in this Agreement shall be construed to prohibit the Parties from engaging in alternative dispute resolution processes prior to initiating legal proceedings, including, without limitation, mediation and arbitration, upon the discretion and mutual consent of the Parties.
(t) Attorney’s Fees. The Parties shall bear their own costs and attorneys’ fees incurred in connection with this Agreement.

(u) Limitation of Legal Action. No initiation of legal proceedings shall be filed by a Party unless such action is filed within one hundred and eighty (180) days from the date of discovery by the aggrieved Party of the facts underlying the claim of default, and the date of discovery being that the date that the facts became known or should have become known to the aggrieved Party based on the circumstances of the default.

(v) Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between, and the final expression of, Buyer and Seller with respect to the subject matter in this Agreement. No subsequent agreement, representation or promise made by either Party, or by

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Purchase and Sale Agreement 32 Dated: 12-21-21
Fong Ranch
or to an employee, officer, agent or representative of either Party, shall be of any effect unless it is in writing and executed by the Party to be bound by such agreement, representation or promise.
(w) Construction. The Parties hereby acknowledge and agree that: (i) each Party is of equal bargaining strength; (ii) each Party has actively participated in the drafting, preparation and negotiation of this Agreement; (iii) each Party has consulted with such Party's own independent counsel and such other professional advisors as such Party has deemed appropriate, relating to any and all matters contemplated under this Agreement; (iv) each Party and such Party's counsel and advisors have reviewed this Agreement; (v) each Party has agreed to enter into this Agreement following such review and the rendering of such advice; and (vi) any rule of construction to the effect that ambiguities are to be resolved against the drafting parties shall not apply in the interpretation of this Agreement, or any portions of this Agreement, or any amendments to this Agreement.

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement as of the Effective Date.

SELLER:

CITY OF SACRAMENTO, a municipal
corporation
By:

Hector Barron, Assistant City Manager
Approved as to Form:

By: _________________________________
Senior Deputy City Attorney
Attest:

By: ________________________________
Assistant City Clerk
BUYER:

ANTON FONG RANCH OWNERS,LLC, a
Delaware Limited Liability Company
By:

Trisha Malone
Chief Investment Officer
By: __________________________________
Brandon Dinon
Authorized Representative

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Purchase and Sale Agreement 33 Dated: 12-21-21
Fong Ranch
EXHIBIT 1

LEGAL DESCRIPTION
(to be revised after parcel map recording)

The land situated in the County of Sacramento, City of Sacramento, State of California, described as follows:

Parcel 1:

A portion of Parcel 2 of certificate of compliance for lot line adjustment recorded in Book 20050120, Page 1492, Sacramento County Records, in the City of Sacramento, County of Sacramento, State of California, described as follows:

Beginning at a point which is the most Southerly Southeast corner of said Parcel 2; thence along the Southerly boundary line of said Parcel 2, South 89° 32' 00" West, a distance of 914.41 feet to the Southwest corner of said Parcel 2; thence along the Northwesterly boundary line of said Parcel 2, along a non -tangent curve concave to the Southeast having a radius of 650.00 feet, and to which a rad ial line bears South 78° 47' 22" West, Northeasterly 711.32 feet, along said curve through a central angle of 62°42' 02"; thence North 51° 27' 13" East, a distance of 234.28 feet; thence along a non -tangent curve concave to the Southeast having a radius of 2935.00 feet, and to which a radial line bears No rth 38° 32' 47" West, Northeasterly 163.48 feet, along said curve through a central angle of 03° 11' 29"; thence North 54° 41' 50" East, a distance of 543.40 feet; thence leaving said Northwesterly boundary line and proceeding into said Parcel 2, South 28° 41' 21" East, a distance of 516.36 feet; thence North 89° 51' 45" East, a distance of 269.71 feet; thence South 00° 25' 01" East, a distance of

79.05 feet; thence South 08° 03' 33" West, a distance of 139.08 feet; thence South 00° 25' 01" East, a distance of 94.05 feet to a point of intersection with the Southerly boundary line of said Parcel 2, said point being South 89° 32' 00" West, a distance of 96.72 feet from the most Northerly Southeast corner of said Parcel 2; thence along the Southerly boundary line of said Parcel 2, South 89° 32' 00" West, a distance of 578.28 feet; thence South 00° 25' 21" East, a distance of 418.00 feet to the point of beginning.

Basis of bearings description is California State Plane Coordinate System, Zone 2, NAD 83, Epoch dat e 1997. 30, as measured between NGS station "G3704" and "G3804". Said bearing is North 40° 11' 50" East. Distances shown are ground based. A portion of APN: 225- 00170-064
Parcel 2:

An easement for ingress and egress over and across the land described as follows:

A portion of Parcel 2 of certificate of compliance for lot line adjustment recorded in Book 20050120, Page 1492, Sacramento County Records, in the City of Sacramento, County of Sacramento, State of California, described as follows:

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Purchase and Sale Agreement 34 Dated: 12-21-21
Fong Ranch
Commencing at a point which is the most Easterly Southeast corner of said Parcel 2, also being the most Easterly Northeast corner of Parcel 1, as shown on said lot line adjustment; thence along the Southerly boundary line of said Parcel 2, also being the Northerly bound ary of said Parcel 1, South 89° 32' 00" West, a distance of 16.72 feet to the true point of beginning; thence continuing along said common boundary line, South 89°32' 00" West, a dista nce of

80.00 feet; thence leaving said common boundary line and into sai d Parcel 2, along the following courses: North 00° 25' 01" West, a distance of 90.00 feet; North 89° 34' 59" East, a distance of 80.00 feet; South 00° 25' 01" East, a distance of 89.93 feet to the true point of beginning.

Basis of bearings description is California State Plane Coordinate System, Zone 2, NAD 83, Epoch date 1997. 30, as measured between NGS station "G3704" and "G3804". Said bearing is North 40° 11' 50" East.

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Purchase and Sale Agreement 35 Dated: 12-21-21
Fong Ranch
EXHIBIT 2

ESCROW INSTRUCTIONS

Date:

First American Title Company
Attn: Pam Nicolini
850 Mt Diablo Blvd Suite 530
Walnut Creek, CA 94596

Re: Conveyance of that certain real property located at 3625 Fong Ranch Road in the City and County of Sacramento, State of California (the “Property”).

Your Escrow No. _________________ (the “Escrow”).

Dear Ms. Nicolini:

This letter constitutes the joint escrow instructions of the City of Sacramento, a municipal corporation (“Seller”) and Anton Fong Ranch Owners, LLC, a Delaware Limited Liability Company (“Buyer”) to First American Title Company (alternatively referred to herein as “Escrow Holder” or “Title Company”), with respect to the transfer of that certain real property located in the City and County of Sacramento, State of California, as described in Exhibit A (the “Property”) of the Purchase Agreement (as hereinafter defined), a copy of which is attached.

Please note that the legal description for the Property is to be modified prior to the Closing as described in the Purchase Agreement.

The Purchase Agreement.

These Escrow Instructions relate to that certain Purchase and Sale Agreement, dated as of January 4, 2022 (the “Purchase Agreement”), by and between the Seller and Buyer.

Capitalized terms not defined herein shall have the meaning ascribed to them in the Purchase Agreement. The transfer of the Property is to be consummated through the Escrow.

I. The Transaction.

Fee simple, free and clear title to the Property shall be conveyed directly to Buyer from Seller by Grant Deed (the “Grant Deed”).

In consideration of the obligations and covenants of Buyer set forth in the Purchase Agreement, Buyer shall pay to Seller at Closing the amount of FOUR MILLION NINE HUNDRED AND FORTY-FIVE THOUSAND DOLLARS ($4,945,000.00) (the “Cash Purchase Price”).

In consideration of the obligations and covenants of Buyer set forth in the Purchase Agreement, Buyer is to make a deposit of $100,000.00 (the “Deposit) in Escrow towards the Purchase Price as set forth in Section 4 of the Purchase Agreement.

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Purchase and Sale Agreement 36 Dated: 12-21-21
Fong Ranch
Buyer’s Due Diligence Period expires on the date that Seller, as a municipal government agency, approves the Entitlements for development of the Property, at which time the Deposit is not refundable unless Closing does not to occur due to Seller’s default; provided, however, that Buyer shall have five (5) business days after receipt of written notice from Seller of Seller’s approval of the Entitlements to terminate the Purchase Agreement and receive a return of the Deposit. The Parties anticipate that such approval will occur within six months from the Effective Date of the Purchase Agreement, and that the Closing will occur ninety days thereafter. However, Buyer has been afforded the option to extend the Closing for up to one year by paying an additional Deposit of $25,000.00 into Escrow as set forth in the Purchase Agreement.

II. Instructions.

A. Documents to Be Received in Escrow: Prior to and as a condition of Closing, you shall confirm receipt of the following documents, some of which may be executed in counterparts:

1. One (1) original Grant Deed in favor of Buyer (executed and acknowledged by Seller);

2. One (1) Form 1099-S, executed by Buyer (the “1099”);

3. The Regulatory Agreement executed by both Buyer and Seller;

4. The Seller Carryback Loan Agreement executed by both Buyer and Seller;

5. The Seller Carryback Loan Note and Deed of Trust executed by the Buyer; and

6. Such additional documents as may be required by you to establish to your satisfaction the authority of Buyer, Seller, and any persons signing documents on their behalf to complete this transaction.

B. Funds to Be Received in Escrow: Prior to and as a condition of Closing, you shall confirm receipt from Buyer of the Deposit and the total amount of the Cash Purchase Price (the “Funds”).

III. Conditions to Closing.

Escrow Holder is authorized and instructed to close the Escrow (the “Closing”) and complete the transactions described herein when and only when all of the following conditions have been satisfied:

A. You have received written confirmation from Seller and Buyer that they have reviewed and approved a final closing statement prepared by you and approved by Seller and Buyer (the “Final Statement”);

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Purchase and Sale Agreement 37 Dated: 12-21-21
Fong Ranch
B. Escrow Holder has returned to Richard Sanders, on behalf of Seller and Brandon Dinon on behalf of Buyer, a facsimile or pdf copy of this letter duly executed on behalf of Escrow Holder in the space provided below, with an original to follow by mail at the following addresses:

City of Sacramento
Attn: Richard Sanders
Real Estate Division
915 I Street, 2nd Floor
Sacramento CA 958914

Anton Fong Ranch Owners, LLC
c/o Anton DevCo, Inc.

Attn: Trisha Malone and Brandon Dinon
1610 R Street, Ste 250
Sacramento CA 95811
Brandon Dinon
Email: [email protected] and
[email protected]

C. Escrow Holder has received all of the above described documents, instruments and Funds, and shall have confirmed that all such documents are fully executed, in recordable form (if such documents are to be recorded) and that all exhibits have been attached thereto, including, without limitation, the legal descriptions;
D. The Title Company is irrevocably committed and prepared to issue, and immediately upon Closing does issue, to Buyer as the insured, an ALTA (or CLTA) Owner’s Policy with coverage in the amount of SIX MILLION FOUR HUNDRED THOUSAND DOLLARS ($6,400,000.00), insuring free and clear fee simple title to the Property is vested in Buyer (the “Owner’s Policy”);
E. The Title Company is irrevocably committed and prepared to issue, and immediately upon Closing does issue, to Seller as the insured, a title insurance policy for the Seller Carryback Loan Deed of Trust with coverage in the amount of ONE MILLION FOUR HUNDRED AND FIFTY-FIVE THOUSAND DOLLARS ($1,455,000.00) (the “Loan Policy”); and F. Escrow Holder is in a position to comply with all instructions provided in connection with this Escrow and you are ready, willing and able to close the Escrow in accordance with such instructions and you receive oral or written confirmation from Richard Sanders ([email protected]) , on behalf of Seller and Brandon Dinon ([email protected]) on behalf of Buyer, authorizing you to close this transaction.

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Purchase and Sale Agreement 38 Dated: 12-21-21
Fong Ranch
IV. Close of Escrow.

Escrow Holder is authorized to close the Escrow on the Closing Date (as defined in Section VI below). On the Closing Date, Escrow Holder is to accomplish the following tasks, in the following order:

A. Verify that all documents are in recordable form and have all exhibits attached; B. Attach the legal description to the documents as applicable; C. Compile originals of any document delivered to you in counterparts, and verify that such documents are all fully executed and acknowledged where necessary for recording; D. Insert the Closing Date into the various documents that have a blank space for the date;
E. Record the documents referenced below in the Official Records of Sacramento County in the following order:

1. Grant Deed from Seller to Buyer;

2. Regulatory Agreement (legal description encompasses all of the parcels); and

3. Seller Carryback Loan Deed of Trust (legal description encompasses one parcel).

F. Wire to the account of Seller pursuant to separate wiring instructions the Cash Purchase Price less the broker commission, recording charges and costs, title exam fees (if any), escrow and other closing charges, costs and prorations, in such amount as provided in the Purchase Agreement and set forth on the Final Statement;

G. Issue the ALTA (or CLTA) Owner’s Policy to Buyer;
H. Issue the Loan Policy to Seller;
I. Issue the Final Statement, certified by Escrow Holder; and J. Within three (3) days of the Closing Date, Escrow Holder is to:

1. Deliver a conformed copy of the executed and recorded Grant Deed; a conformed copy of the executed and recorded Regulatory Agreement; a conformed copy of the executed and recorded Seller Carryback Loan Deed of Trust; one original of the Regulatory Agreement and the Seller Carryback Loan Agreement; the original Seller Carryback Note; the Loan Policy; and any other documents where originals are not available to: The City of Sacramento, Real Estate Services, 915 I Street, 2nd Floor, Sacramento CA 95814, on behalf of Seller; and

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Purchase and Sale Agreement 39 Dated: 12-21-21
Fong Ranch

2. Deliver a conformed copy of the executed and recorded Grant Deed; a conformed copy of the executed and recorded Regulatory Agreement; a conformed copy of the executed and recorded Seller Carryback Loan Deed of Trust; one original of the Regulatory Agreement and the Seller Carryback Loan Agreement; the ALTA (or CLTA) Owner’s Policy; and any other documents where originals are not available to: Anton Fong Ranch Owners, LLC, 1610 R Street, Suite 250, Sacramento, California 95814, Attention: Trisha Malone, on behalf of Buyer.

3. One (1) copy each of the Preliminary Change of Ownership Report, the Documentary Transfer Tax Statement, and the final Closing Statement to both Seller and Buyer.

V. Closing Costs.

The Purchase Price, escrow fees, transfer taxes, title insurance premiums and other closing costs and charges shall be allocated in accordance with the Purchase Agreement and set forth on the Final Statement.

VI. Time for Close of Escrow.

Escrow Holder is to close the Escrow on the “Closing Date” which shall be the earliest date on which Escrow Holder is able to comply with all of the conditions and requirements of the escrow instructions for the Parties. You are directed to request further instructions from Richard Sanders, on behalf of Seller, and Brandon Dinon, on behalf of Buyer, as to the planned Closing Date at least 10 days prior to closing the Escrow or terminating the Escrow.

VII. Permitted Title Insurance Exceptions.

Buyer will provide to Escrow Holder and Seller the exceptions to the Owner’s Policy as listed in the First American Title Company’s Preliminary Title Report, which has been updated before Closing after the lot lines of the Property have been adjusted, the drainage easement in favor of Reclamation District 1000 has been recorded, and the parcel map subdividing the Property has been recorded.

Please sign and return to the undersigned a copy of this letter of instructions, which signature shall serve to acknowledge your receipt and acceptance of these instructions. These instructions must be fully executed without deviation except to the extent that the instructions are amended by the undersigned. Thank you for your assistance with this matter.

On behalf of Buyer, the undersigned hereby joins in the foregoing escrow instructions.

By:_______________________________
Tricia Malone
Chief Investment Officer

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Purchase and Sale Agreement 40 Dated: 12-21-21
Fong Ranch
On behalf of Seller, the undersigned hereby joins in the foregoing escrow instructions.

By:_____________________
Ryan Moore
Public Works Director

Attachment: Purchase and Sale Agreement and Joint Escrow Instructions

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Purchase and Sale Agreement 41 Dated: 12-21-21
Fong Ranch

ACCEPTANCE BY ESCROW HOLDER
On behalf of First American Title Company, a ______________ corporation, hereby acknowledges that it has received a fully executed copy of the foregoing Escrow Instructions and the Purchase and Sale Agreement and Joint Escrow Instructions by and between the City of Sacramento, as Seller, and Anton Fong Ranch Owners, LLC, as Buyer, and agrees to act as Escrow Holder thereunder and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder. Escrow Holder shall execute two (2) originals of this Acceptance by Escrow Holder and deliver one (1) original to Seller and Buyer promptly following the opening of Escrow.

Dated: _____________, ____ First American Title Company By:

Name:

Title:

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Purchase and Sale Agreement 42 Dated: 12-21-21
Fong Ranch
EXHIBIT 3

SELLER TO BUYER GRANT DEED FORM

RECORDING REQUESTED BY

AND FOR THE BENEFIT OF THE

CITY OF SACRAMENTO

NO FEE DOCUMENT
Government Code Section 6103

WHEN RECORDED MAIL TO:

____________________________________________________
MAIL TAX STATEMENTS TO:

The Undersigned Grantor Declares:

DOCUMENTARY TRANSFER TAX $_________;
CITY TRANSFER TAX $_________;
[ X ] computed on the consideration or full value of property conveyed [ ] computed on the consideration or full value less value of liens and/ or encumbrances remaining at time of sale
[ ] unincorporated area; [ X ] City of Sacramento (Space Above for Recorder's Use)

GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF SACRAMENTO, a municipal corporation, ("Grantor"), hereby grants to ANTON FONG RANCH OWNERS, LLC, a Delaware Limited Liability Compnay, ("Grantee"), all right, title, and interest in and to that certain real property situated in the City of Sacramento, County Sacramento, State of California, as described in Exhibit A, which is attached and incorporated in this Grant Deed by this reference.

Grantor has caused this Grant Deed to be duly executed on ____________________, 20__.

GRANTOR: CITY OF SACRAMENTO

By:

Hector Barron, Assistant City Manager

[Notary Acknowledgment Required]

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Purchase and Sale Agreement 43 Dated: 12-21-21
Fong Ranch
Exhibit A
Legal Description

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Purchase and Sale Agreement 44 Dated: 12-21-21
Fong Ranch
EXHIBIT 4

PRELIMINARY SITE PLANS

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Purchase and Sale Agreement 45 Dated: 12-21-21
Fong Ranch

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Purchase and Sale Agreement 46 Dated: 12-21-21
Fong Ranch
EXHIBIT 5

EASEMENT DIAGRAMS

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Purchase and Sale Agreement 47 Dated: 12-21-21
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EXHIBIT 6

SOURCES AND USES TABLE

AFFORDABLE HOUSING PROJECT

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Purchase and Sale Agreement 48 Dated: 12-21-21
Fong Ranch

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Purchase and Sale Agreement 49 Dated: 12-21-21
Fong Ranch
EXHIBIT 7

REGULATORY AGREEMENT FORM

NO FEE DOCUMENT:

Entitled to free recording
per Government Code 6103.

When recorded, return to:

City of Sacramento
Real Estate Division
Public Works Department
915 I Street, 2nd Floor
Sacramento, CA 95814

REGULATORY AGREEMENT IMPOSING AFFORDABLE HOUSING OBLIGATION –

IMPLEMENTING CONDITION OF THE SALE OF SURPLUS PROPERTY SUITABLE FOR RESIDENTIAL USE; CONTAINING LAND USE COVENANTS AFFECTING REAL PROPERTY

Property Name Reference: Fong Ranch
Property Location: 3625 Fong Ranch Road
APN: 225-0170-064

In accordance with AB 1486 (Chapter 664, Statutes of 2019) known as the Surplus Land Act, as set forth in California Government Code Section 54220 et seq., the “Property” as defined in Exhibit A, which is vacant land owned by the City of Sacramento, has been declared to be surplus property because it is not needed for the City’s use. The land has been determined to be suitable for residential development based on the development proposal received from Purchaser. As a condition of the sale of this Property to Purchaser pursuant to the Surplus Land Act, City is obligated to impose a land use covenant which requires Purchaser to develop a certain amount of “Affordable Housing Units” on the Property as set forth below.

1. Definitions. The capitalized terms in this Regulatory Agreement Imposing Affordable Housing Obligation (the “Agreement”) shall have the meanings assigned below and as indicated in the body of this Agreement by quotation marks.

Defined Term Definition
“Effective
Date”
This Agreement shall become effective as of the date that the Grant Deed conveying the Property from City to Purchaser was executed by City, which is the date that Purchaser will become the owner of the Property in fee. “City” City of Sacramento,
a municipal corporation
“Purchaser” Anton Fong Ranch Owners, LLC
a Delaware Limited Liability Company
“City Address” City’s business address is 915 I Street, Sacramento, California 95814

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Fong Ranch
“Purchaser’s
Address”
Purchaser’s business address
is as follows:
1610 R Street, Suite 250
Sacramento, CA 95811
“Jurisdiction” City of Sacramento
“Property”
The Property is that certain real property as described in the legal description which is attached as Exhibit A – Legal Description and incorporated in this Agreement by this reference.
“Project”
Purchaser intends to develop the Property for a residential development containing a total of 555 housing units (the “Project”), of which a minimum of 25% of the total housing (the “Affordable Housing Units”) are required to be sold or rented at the Affordability Level. Purchaser plans on building 149 Affordable Housing Units and 406 market rate housing units. The amount of Affordable Housing Units required is based on total housing units actually built on the Property, which may be more of less that the foregoing number, even if the Project is developed in phases. A portion of the Affordable Housing Units (either 42 or 59 units) will be disbursed throughout the housing complex as below market rate units (the “Inclusionary Units”), and a portion of the Affordable Housing Units (either 90 or 107 units) will be in a separate building(s) on a separate parcel located within the housing complex (the “Tax Credit Units”). “Affordability
Level”
The Affordable Housing Units shall be offered for rent at an “Affordable Rent,” as defined in Section 50053 of the CA Health and Safety Code (HSC), and will be restricted to occupancy by “Lower Income Households” as defined in HSC Section 50079.5. These requirements are set forth in Sections 4 and 5 below.

These requirements shall be enforceable against any owner who violates a covenant or restriction and each successor-in-interest who continues the violation by any of the entities described in subdivisions (a) to (f), inclusive, of Section 54222.5 of the CA Government Code. If prior to the initial occupancy of the Affordable Housing Units, the Surplus Land Act is amended or the Surplus Land Act Guidelines issued by the CA Department of Housing and Community Development are revised to allow for averaging the income level of the Affordable Housing Units, such as reliance on the California Tax Credit Allocation Committee regulations, then the Affordability Level shall be adjusted accordingly.
“Affordability
Requirements”
All of the legal restrictions and obligations of Purchaser as set out in this Agreement which restricts the rental rate and use and occupancy of the Affordable Housing Units within the Project located on the Property as set forth in Section 4, are in consideration of City’s approval of the sale of the Property to Purchaser for development of the Project.
“Term” 55 years for the rental Affordable Housing Units as further described in Section 7 below.

2. Representations. Purchaser enters into this Agreement for itself and its successors and assigns, and agrees to comply with all of the provisions set out in this Agreement for the Term of the Agreement. Purchaser has been provided with the opportunity to make itself independently familiar with the covenants, conditions, and restrictions set out in this Agreement and to confer

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Purchase and Sale Agreement 51 Dated: 12-21-21
Fong Ranch
with legal counsel, and Purchaser accepts and agrees to fully comply with all of the provisions contained in this Agreement. Purchaser understands and agrees that City is not obligated to issue to Purchaser an entitlement or a building permit to proceed with devel opment of the Property for the Project until this Agreement is recorded against the Property . Purchaser consents to the recordation of this Agreement against the Property by City.

3. Development of Project. Purchaser further understands and agrees that no entitlement or a building permit , as is necessary for development of the Project , is being approved under this Agreement. This Agreement shall not be construed as a “development agreement” within the meaning of California Government Code Section 65864 et seq. Purchaser’s only recourse is to sell the Property to a third party, but the obligations under this Agreement to develop the Affordable Housing Units shall remain in effect.

4. Affordability Level and Initial Rent. Purchaser shall rent all of the Affordable Housing Units only to households whose income does not exceed the Affordability Level at the Initial Rent amount as set out below, the “Affordability Requirements,” subject to an adjustment as provided in Section 5, below. The unit disbursement of the Affordable Housing Units within the Project between the Inclusionary Units and the Tax Credit Units and the unit mix set forth below are subject to change as approved by the parties pending the final design of the Project and approval of the entitlements and the financing of the Tax Credit Units.

“Affordability Level”
(% of Area Median
Income):

Total Number
of Affordable
Housing Units:

Number of Affordable
Housing Units by “Unit
Size,” which correlates
to “Family Size”:
“Initial Rent” per
Affordable
Housing Unit per
Month
Lower Income
Households
(not to exceed 60%
of the Area Median
Income)

90 (or 107 in
building 4);
Tax Credit Units
0 Studio NA
40 1br $
25 2br $
25 3br $
59 (or 42)
Inclusionary
Units
59 (or 42) Disbursed
60% AMI in
Studio &
1br units
Same as above

5. Affordable Housing Cost.
a. The “Initial Rent” as set forth above shall be adjusted by Unit Size, as defined above, and Family Size and Affordable Housing Cost, as defined below, as of the date when each Affordable Housing Unit is ready for occupancy, which is the date of issuance of the final inspection or occupancy permit. The Affordability Level income restriction shall be included in the individual leases with the renter. The rent level shall be adjusted annually based on changes to the Area Median Income levels. If the household income increases after the date of the lease agreement, Purchaser may not renew the lease with that household if they no longer qualify for the Affordability Level unless otherwise allowed by the rules and regulations of the California Tax Credit Allocation Committee for the Tax Credit Units and/or the California Department of Housing and Community Development for the Inclusionary Units.

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Purchase and Sale Agreement 52 Dated: 12-21-21
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b. Purchaser shall only rent an Affordable Housing Unit to income eligible households (based on the gross income of the household), adjusted based on Family Size which correlates to the number of bedrooms in the unit, for an amount that does not exceed the maximum Initial Rent, subject to an adjustment as set forth in this Section 5.

c. “Area Median Income” is published annually by the California Department of Housing and Community Development (HCD) for the Sacramento Metropolitan Statistical Area (per HSC Section 50053).

d. “Family Size” means a minimum of the following number of persons: studio unit - 1 person; 1 bedroom unit – 2 persons; 2 bedroom unit - 3 persons; and 3 bedroom unit – 4 persons (per HSC Section 50052.5).

e. The term “Initial Rent” is based on the total monthly housing expense which includes a reasonable allowance for utilities and costs related to occupancy as published by HCD. The Initial Rent for the household cannot exceed 30% of the Affordability Level (the percentage of the Median Income), after adjustment for Family Size, divided by 12.

f. The Initial Rent must also be adjusted by the “Affordable Housing Cost” for the actual household occupying the unit, which means that the monthly rent payment shall not exceed 30% of the gross income of the household (per HSC Sections 50052.5 and 50053).

g. Purchaser shall not pass utility charges paid by Purchaser, including water, sewer, and garbage collection charges, through to the tenants as an add-on to their contracted rent subject to adjustments permitted by applicable utility allowances.

h. Purchaser shall not make payment of rental insurance premiums a condition of occupancy. If Purchaser requires renters’ insurance, the policy premium must be deducted from the tenant’s rent. Purchaser shall not add the insurance premium to the tenant’s rent in either the initial or subsequent years.

i. If prior to the initial occupancy of the Affordable Housing Units, the Surplus Land Act is amended or the Surplus Land Act Guidelines issued by the California Department of Housing and Community Development are revised to allow for averaging the income level of the Affordable Housing Units, such as reliance on the California Tax Credit Allocation Committee regulations, then the Affordability Level shall be adjusted accordingly.

6. Development Standards. In developing the Affordable Housing Units, Purchaser shall ensure that the Affordable Housing Units are constructed in accordance with all applicable federal and state laws, CA Building Code, City Code requirements, the Project entitlements and building permits issued by City, and the Scope of Development requirements under the Seller Carryback Loan Agreement between Purchaser and City. In addition, if applicable, Purchaser shall comply with the development standards imposed by the California Tax Credit Allocation Committee (TCAC), the California Debt Limit Allocation Committee (CDLAC), the Sacramento Housing and

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Purchase and Sale Agreement 53 Dated: 12-21-21
Fong Ranch
Redevelopment Agency (“Agency”), the Housing Authority of the City of Sacramento (“Authority”), the California Department of Housing and Community Development (HCD), along with any covenants recorded against the Property in favor of HCD or the U.S. Department of Housing and Urban Development (HUD), for any financing or loan agreements issued by these respective agencies. In the event of any conflict or discrepancy between the development standards imposed by City and the other referenced agencies, the most restrictive standards shall apply.

7. Term. The “Term” of this Agreement and the covenants contained herein shall regulate the Affordable Housing Units and burden that portion of the Property where the Affordable Housing Units are actually located for a period of 55 years, measured from the date each unit becomes available for initial occupancy, which is determined based on the date of issuance of the final inspection or occupancy permit for the multifamily building(s). Purchaser agrees the rent of "in-place” tenants at the conclusion of the Term will continue to be governed by the applicable Affordability Requirements, so long as those tenants continue to live in the unit.

8. Rent Verification. Purchaser shall annually verify the income of all members of the household in each unit to determine if they still qualify at the specified Affordability Level and shall maintain books and records of their respective rents and incomes. Upon receipt of a written request, Purchaser shall submit to City this annual report or the report as required by TCAC, CDLAC, Agency, Authority, HCD or HUD, as applicable, if the report contains substantially the same information.

9. Disgorgement of Excess Rents. If City determines that Purchaser has collected rent in excess of the applicable Initial Rent, or the annual rent thereafter for any Affordable Housing Unit, City shall notify Purchaser of such overpayment. Within 30 days after the date of the notice, Purchaser shall either pay the individual tenants named in each affected lease or deliver to City the total amount of the overpayment charged improperly for the applicable period of time.

The parties intend that such proceeds shall be returned to the individual tenants named in each affected lease by paying them the amount of overpayment that was paid by such tenant above the applicable Initial Rent or annual rent, as applicable. Purchaser shall be responsible to provide City with the current address of each renter entitled to such repayment, notwithstanding that the renter may have moved to a new address. If Purchaser and City are unable to find each renter that is owed a rebate, City may retain such proceeds for investment in or to benefit other affordable housing projects located within the City boundaries.

Notwithstanding the forgoing, if the Purchaser disputes the City’s determination regarding the collection of excess in good faith, the Purchaser shall not be required to make any payments pursuant to this Section 9 until said dispute has been resolved in favor of the City.

10. Additional Covenants. Purchaser agrees to comply with the following additional covenants, which shall have the same Term as this Agreement:
a. Purchaser shall assure full compliance with the Affordability Requirements. In the event of a conflict between the Affordability Requirements and any covenant recorded against the Property in furtherance of any agreement between Purchaser and City, TCAC, CDLAC, Agency,

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Authority, HCD or HUD which restricts the rental rate and occupancy of the Affordable Housing Units, the most restrictive covenant shall control.

b. Purchaser shall not transfer or encumber any portion of the Property or permit the conveyance, transfer, or encumbrance any portion of the Property prior to the development of the Affordable Housing Units unless such assignee, transferee or encumbrancer has agreed, in writing and in a form suitable for recordation, to be bound by the terms of this Agreement.

c. Purchaser shall maintain the Affordable Housing Units and the building improvements, grounds, and equipment on the property where the units are located in good repair and condition and in compliance with all applicable provisions of the Sacramento City Code, the Project entitlements which imposed conditions for approval of the Project, and applicable housing quality standards imposed by the agencies listed above, and building code requirements. Purchaser shall keep the Affordable Housing Units reasonably free from graffiti and unrepaired vandalism and from accumulation of abandoned property, inoperable vehicles, unenclosed storage, debris, and waste materials. In the event of a casualty loss, Purchaser shall cause the restoration or replacement of the Affordable Housing Units in a timely manner, provided that such restoration or replacement is then economically feasible.

d. Purchaser shall comply with all applicable provisions of the Sacramento City Code, in particular Chapter 8.08, the Social Nuisance Code, with regard to management of the Affordable Housing Units to prevent tenants from engaging in illegal activities or causing any loud, unnecessary or unusual noise which disturbs the peace and quiet, or which causes discomfort and annoyance, to persons residing in the surrounding neighborhood, and Chapter 8.120, the Rental Housing Inspections Code.

e. Purchaser shall employ a qualified and experienced property manager who resides on the property to conduct tenant background checks, enforce the lease restrictions, evict tenants that engage in unlawful or unpermitted activities, and other related matters with regard to the use and occupancy of the Affordable Housing Units as set out in this Agreement to the fullest extent allowed by law and/or the applicable requirements of the City, TCAC, CDLAC, Agency, Authority, HCD or HUD.

f. Purchaser shall not cause, and shall not permit though his or her agents, discrimination of a purchaser or renter on the basis of his or her race, color, ancestry, national origin, religion, sex, marital status, sexual orientation, gender identity, age, disability, medical condition, citizenship, primary language, or immigration status in the rental of the Affordable Housing Units in accordance with CA Civil Code Section 51, and as it may be amended.

g. Purchaser shall not evict, refuse to rent to, or otherwise treat someone differently because of that person’s status as a victim of domestic violence, dating violence, sexual assault, or stalking, in compliance with the Violence Against Women Act. This protection is available regardless of the tenant’s sex, gender identity, or sexual orientation.

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h. To the fullest extent allowed by law and/or the applicable requirements of the City, TCAC, CDLAC, Agency, Authority, HCD or HUD, Purchaser shall make all of the Affordable Housing Units, the indoor common areas, and other portions of the building(s) smoke free.

11. Nature of Covenants. The provisions contained in this Agreement are covenants that subject and burden the Property, as covenants running with the land. It is intended and agreed that the covenants, conditions and restrictions contained in this Agreement shall be covenants running with the land and equitable servitudes on the land, and that they shall, without regard to technical classifications or designation, be binding to the fullest extent permitted by law and equity for the benefit and in favor of, and enforceable by, City and any other governmental entity acting within its authority against Purchaser, its successors and assigns and every successor in interest to all or any part of the Property where the Affordable Housing Units are located.

12. Revival of Covenants After Foreclosure. The Affordability Requirements shall be revived after foreclosure by a lender with a secured interest in the Property, or after transfer of a deed in lieu of foreclosure to said lender, according to the terms set out herein if, during the original term of this Agreement, Purchaser or a related party or affiliate of Purchaser regains an ownership interest in the Property. For purposes of this provision, a “related party” is anyone with whom Purchaser has or had family or business ties, provided that such interest would not be considered a “remote interest” in the usual and customary use of the term, and an “affiliate” is a person or entity that controls, or is controlled by, Purchaser or who holds at least a 10% interest in ownership in the legal entity comprising Purchaser.

13. Recordkeeping and Reporting. Upon request of City, Purchaser shall promptly provide any additional information or documentation requested in writing by the City to verify Purchaser’s compliance with the provisions of this Agreement. At the written request of the City, Purchaser shall, within a reasonable period of time following receipt of such request, furnish reports and give specific answers to questions upon which information is desired from time to time relative to the income, assets, liabilities, contracts, operations, and condition of the Property, the Project, and the Affordable Housing Units. In no event shall Purchaser delay submittal of such information or documentation by more than thirty (30) days from the date of City’s written request,

14. Audit and Inspection. The Property, the Project, and all related plans, books, contracts, records, documents and other related papers shall at all times be maintained in reasonable condition for inspection, examination and audit by City or its agents. The books and accounts of the ownership and operation of the Property shall be kept in accordance with generally accepted accounting principles and practices. Purchaser shall provide City with access to the Property and the Affordable Housing Units during reasonable business hours upon reasonable prior notice for the purpose of reviewing Purchaser’s compliance with this Agreement.

15. Indemnity for Purchaser’s Failure to Meet Legal Requirements. Purchaser shall defend, indemnify and hold City, its officers, directors, employees, and agents harmless from any and all

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liability arising from Purchaser’s failure to comply with: (a) the covenants, conditions and restrictions contained in this Agreement, and (b) all other laws, rules, regulations and restrictions related to the Affordable Housing Units. Without limitation, such indemnity shall include repayment to the appropriate parties of rents in excess of amounts authorized to be charged under this Agreement, and repayment to the City of the costs of funds and the value of lost opportunities resulting from any repayment required of City by any federal or state agency due to Purchaser’s failure to comply with the terms of this Agreement.

16. Changes Without Consent of Lenders, Tenants, Lessees or Others. City (and its successors and assigns) and Purchaser (and its successors and assigns) shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, conditions or restrictions contained in this Agreement without the consent of any easement holder, licensee, lessee, purchaser, tenant, lender, other mortgagee, trustee, beneficiary under a deed of trust, or any other person or entity having any interest less than a fee interest in the Property, provided, however, no such change shall increase the income or affordability restrictions set forth herein.

17. Default. Upon a breach of any of the provisions of this Agreement by Purchaser, City may give written notice of such breach to Purchaser by registered or certified mail. If such violation is not corrected to the satisfaction of City within sixty (60) days after the date of such notice or within such further time as the City may reasonably determine is necessary to correct the breach, and without further notice to Purchaser, City may declare a default under this Agreement. Effective on the date of such declaration of default, City may thereafter apply to any court for specific performance of this Agreement, for an injunction against any violation of this Agreement, for the appointment of a receiver to take over and operate the Property in accordance with the terms of this Agreement, for money damages, or for such other relief as may be appropriate, since the injury to the City arising from a default under any of the terms in this Agreement would be irreparable, and the amount of damage would be difficult to ascertain.

18. Binding on Successors in Interest and Assigns. Subject to Section 25 below, this Agreement shall bind, and the benefits conveyed under this Agreement shall inure to, Purchaser and its successors in interest and assigns that hold an ownership interest in the Property for the Term of this Agreement. Subject to Section 25 below, this Agreement is to be recorded against the Property to provide constructive notice of the obligations and restrictions that apply to the use and occupancy of the Property and City’s right to enforce said provisions to all successors and assigns of Purchaser. Purchaser shall not be required to obtain the advanced written consent of City before any interest in the Property may be sold, transferred, encumbered or assigned as long as the successor in interest or assignee acknowledges that the obligations and restrictions set out in this Agreement shall remain enforceable by City against the Property or that portion of the Property containing the Affordable Housing Units after they have been developed for the Term of this Agreement.

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19. Contradictory Agreements. Purchaser warrants that it has not, and will not, execute any other agreement with provisions contradictory of, or in opposition to, the provisions of this Agreement, and that, in any event, the requirements of this Agreement are paramount and controlling as to the rights and obligations set forth herein and supersede any other requirements of Purchaser that may be in conflict with the terms of this Agreement, with the exception of any agreement with the City, Agency, Authority, HCD, or HUD which has more restrictive covenants as set out in Section 10 (a).

20. Attorneys' Fees. If the services of any attorney are required by a party to secure the performance of this Agreement, including, without limitation, enforcement upon the breach or default of the other party, or if any judicial remedy, arbitration or mediation is necessary to enforce or interpret any provision of this Agreement or the rights and duties of any person in relation to this Agreement, the prevailing party shall be entitled to recovery of reasonable attorneys' fees (including the fees of the office of the City Attorney), costs and other expenses, in addition to any other relief to which such party may be entitled. Any award of damages following judicial remedy or arbitration as a result of this Agreement or any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law. The prevailing party shall mean the party receiving an award in arbitration or a judgment in its favor.

21. Severability. The invalidity of any clause, part, or provision of this Agreement shall not affect the validity of the remaining portions of this Agreement.

22. Election of Remedies.
a. To the extent applicable, in the event of any breach or default of the covenants, conditions and restrictions contained in this Agreement, City shall reasonably endeavor to remedy such breach by conference and conciliation. If, in the opinion of City, City and Purchaser are unable mutually to agree upon a suitable remedy or the circumstances so warrant, such breach may be enjoined or abated by appropriate proceedings brought by the City.

b. City may institute or prosecute in its own name, any suit City may consider advisable in order to compel performance of any obligation of Purchaser or any successor or assign to develop, maintain and operate the Property in conformity with the terms of this Agreement and to remedy any default of Purchaser under of this Agreement. City may also seek a decree requiring removal of any non-residential and ancillary improvements constructed on the Property which improvements are designed for uses not permitted under this Agreement.

c. The remedies of City under this Agreement are cumulative, and the exercise of one or more of such remedies shall not be deemed an election of remedies and shall not preclude the exercise by City of any one or more of its other remedies.

23. No Waiver or Modification. No waiver by City of any breach or default under this Agreement shall be deemed to be a waiver of any other or subsequent breach or default. No

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waiver of any provision in this Agreement will be effective unless it is in writing and executed by the authorized City official. This Agreement does not modify or supersede the terms and conditions in the Purchase and Sale Agreement between the parties for the Property.

24. Notices. Written notices and other written communications by and between the parties shall be addressed to the Purchaser at the Purchaser’s Address and to the City at the City Address or such other address as each respective party has designated by written notice to the other party.

25. Release of Regulatory Agreement. The City agrees and acknowledges that the Tax Credit Units will be located in one or more buildings (the “Tax Credit Project”) which will be separately owned and financed from the remainder of the Project which will contain the Inclusionary Units (the “Mixed-Income Project”). The owner of the Tax Credit Project (the “Tax Credit Project Owner”) shall have no obligations or liability hereunder relating to the Inclusionary Units located in the Mixed Income Project. The owner of the Mixed-Income Project (the “Mixed Income Project Owner”) shall have no obligations or liability hereunder relating to the Tax Credit Units located in the Tax Credit Project. Concurrently with the issuance of building permits for either the Tax Credit Project or the Mixed Income Project, this Agreement shall be assigned to, and partially assumed by, each of the Tax Credit Project Owner and the Mixed Income Project Owner such each the Tax Credit Project Owner and the Mixed Income Project Owner shall have assumed all of the obligations set forth in this Agreement relating to the Tax Credit Project and the Mixed-Income Project, as applicable).

26. Joint and Several Obligations. If more than one individual or entity comprises Purchaser, the obligations imposed on each individual or entity that comprises Purchaser under this Agreement shall be joint and several.

27. Enforcement of Agreement. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or connected with this Agreement shall lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

28. Entire Agreement. This Agreement, which includes all attachments and all documents that are incorporated by reference, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. No alteration to the terms of this Agreement shall be valid unless approved in writing by Purchaser and by City.

29. Authority. The person signing this Agreement for Purchaser represents and warrants that he or she is fully authorized to sign this Agreement on behalf of Purchaser and to bind Purchaser to the performance of its obligations hereunder.

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The parties have executed this Agreement in Sacramento, California on the following dates, although the Agreement will not become binding with regard to the Property until the Effective Date as defined above.

Purchaser:

By:_________________________________
Tricia Malone
Chief Investment Officer

City:

By:_________________________________
Hector Barron
Assistant City Manager

Approved as to form:

By: _______________________________
Senior Deputy City Attorney

Attest:

By: _______________________________
City Clerk

[Notary Acknowledgment Required]

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Exhibit A
Property Legal Description
(to be revised after parcel map recording)

The land described herein is situated in the State of California, County of Sacramento, City of Sacramento, described as follows:

Parcel 1:

A portion of Parcel 2 of certificate of compliance for lot line adjustment recorded in Book 20050120, Page 1492, Sacramento County Records, in the City of Sacramento, County of Sacramento, State of California, described as follows:

Beginning at a point which is the most Southerly Southeast corner of said Parcel 2; thence along the Southerly boundary line of said Parcel 2, South 89° 32' 00" West, a distance of 914.41 feet to the Southwest corner of said Parcel 2; thence along the Northwesterly boundary line of said Parcel 2, along a non-tangent curve concave to the Southeast having a radius of 650.00 feet, and to which a radial line bears South 78° 47' 22" West, Northeasterly 711.32 feet, along said curve through a central angle of 62°42' 02"; thence North 51° 27' 13" East, a distance of 234.28 feet; thence along a non-tangent curve concave to the Southeast having a radius of 2935.00 feet, and to which a radial line bears North 38° 32' 47" West, Northeasterly 163.48 feet, along said curve through a central angle of 03° 11' 29"; thence North 54° 41' 50" East, a distance of 543.40 feet; thence leaving said Northwesterly boundary line and proceeding into said Parcel 2, South 28° 41' 21" East, a distance of 516.36 feet; thence North 89° 51' 45" East, a distance of 269.71 feet; thence South 00° 25' 01" East, a distance of 79.05 feet; thence South 08° 03' 33" West, a distance of 139.08 feet; thence South 00° 25' 01" East, a distance of 94.05 feet to a point of intersection with the Southerly boundary line of said Parcel 2, said point being South 89° 32' 00" West, a distance of 96.72 feet from the most Northerly Southeast corner of said Parcel 2; thence along the Southerly boundary line of said Parcel 2, South 89° 32' 00" West, a distance of 578.28 feet; thence South 00° 25' 21" East, a distance of 418.00 feet to the point of beginning.

Basis of bearings description is California State Plane Coordinate System, Zone 2, NAD 83, Epoch date 1997. 30, as measured between NGS station "G3704" and "G3804". Said bearing is North 40° 11' 50" East. Distances shown are ground based. A portion of APN: 225- 00170-064
Parcel 2:

An easement for ingress and egress over and across the land described as follows:

A portion of Parcel 2 of certificate of compliance for lot line adjustment recorded in Book 20 050120, Page 1492, Sacramento County Records, in the City of Sacramento, County of Sacramento, State of California, described as follows:

Commencing at a point which is the most Easterly Southeast corner of said Parcel 2, also being the most Easterly Northeast corner of Parcel 1, as shown on said lot line adjustment; thence along the Southerly boundary line of said Parcel 2, also being the Northerly boundary of said Parcel 1, South 89° 32' 00" West, a distance of 16.72 feet to the true point of beginning; thence continuing along said common boundary line, South 89°32' 00" West, a distance of 80.00 feet; thence leaving said common boundary line and into said Parcel 2, along the following courses: North 00° 25' 01" West, a distance of 90.00 feet; North 89° 34' 59" E ast, a distance of 80.00 feet; South 00° 25' 01" East, a distance of

89.93 feet to the true point of beginning.

Basis of bearings description is California State Plane Coordinate System, Zone 2, NAD 83, Epoch date 1997. 30, as measured between NGS station "G3704" and "G3804". Said bearing is North 40° 11' 50" East.

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EXHIBIT 8

SELLER CARRYBACK LOAN DOCUMENTS

FONG RANCH AFFORDABLE HOUSING PROJECT

IN CONSIDERATION of their mutual promises, the parties agree as follows:

1. LOAN. Lender is making the Loan pursuant to the terms and conditions of this Seller Carryback Loan Agreement (the “Loan Agreement”). Lender and Borrower have entered this Loan Agreement as of the Effective Date.

2. DEFINITIONS TABLES. The capitalized terms in this Loan Agreement shall have the meanings assigned in the following Definitions Tables and in Section 3 Definitions. Terms being defined are indicated by quotation marks. If an item in the Definitions Table is marked “None”, “Not Applicable”, “N/A” or equivalent or is left blank, that defined term is not applicable to this Loan or the referenced item is not required or is not included in this Loan as the context may indicate.

A. “LOAN INFORMATION” The general loan provisions of the Loan:
“Effective Date” The first day of the month following the closing on the Property to transfer title to Borrower, which is:
“Purchase and Sale
Agreement”
The agreement between Lender and Anton DevCo. Inc. regarding the sale of the Property, which agreement shall not be incorporated into this Loan Agreement. “Lender” The following public agency that is making the Loan, and whose legal status and address are:

Name City of Sacramento
Legal Status A municipal corporation
Principal Address 915 I Street, Sacramento CA 95814
“Borrower” The borrower of the Loan funds whose name, legal status and address are:

Name Anton Fong Ranch Owners, LLC
Legal Status a Delaware Limited Liability Company
Principal Address 1610 R Street, Suite 250, Sacramento CA 95811 “Loan” The Loan made by this Loan Agreement.
“Loan Commitment” Lender’s loan commitment as set forth in the Purchase and Sale Agreement dated as of:

January 4, 2022
“Loan Program” Lender’s Loan Program, commonly known as: Affordable Housing Financing “Loan Amount” One Million Four Hundred and Fifty Five Thousand Dollars and No Cents ($1,455,000.00) “Interest Rate” The interest rate is 3% per year, simple interest. “Loan Purpose” To finance Borrower’s acquisition of the Property for construction of the Project “Accrual Date” Interest shall accrue starting on the following date: Effective Date:
“Loan Term” 180 months (15 years)
“Payment Start Date” The Payment Start Date is the first day of the 18th calendar month following the Effective Date.
“Payment Amount” The monthly Loan payment is $______, based on 162 months “Maturity Date” The first day of the 180th calendar month following the Effective Date, which is:

“Project” Construction on the Property of 90 [or 107] affordable housing units based on the income levels for the Tax Credit Units set forth in the Regulatory Agreement. The Project shall not include any of the Inclusionary Units as set forth in the Regulatory Agreement nor shall this loan in any way be deemed to be supporting or funding anything other than the Tax Credit Units.

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“Special Conditions”

Borrower agrees to use commercially reasonable efforts to obtain tax credits and gap financing in the amount of $6,300,000.00 in order to commence construction of the Project within 18 months from the receipt of non-appealable entitlement approvals and expiration of all appeal periods for the Project.

B. “COLLATERAL” The Collateral securing repayment of the Loan, which Collateral consists of the following:
“PROPERTY” The following described real property, which is security for the Loan and the site of the Project:

Address, Assessor’s
Parcel Number (APN)
and size
____ Fong Ranch Road, Sacramento CA 95834
APN: _________________
Approximately ___ acres
“Legal Description” The Property is situated in the State of California, County of Sacramento, and is more particularly described in Exhibit 1: Legal Description attached and incorporated by reference.

Borrower’s
Title Interest
Borrower will acquire fee interest in the Property at the Closing Date.

C. “ESCROW INFORMATION”:
“Title Company” and
“Escrow Agent” Which is the title company that will issue the Title Policy and that will act as Escrow Agent for the Escrow as set forth in the Purchase and Sale Agreement.
“Escrow” The escrow with Escrow Agent
“Closing Date”

Which is the date for close of the Escrow set forth
in the Purchase and Sale Agreement, as it may be
extended.

D. “LIST OF EXHIBITS” (The following documents are either attached or incorporated by reference in this Loan Agreement):

EXHIBIT DEFINED TERM
Exhibit 1: Legal Description “Legal Description”
Exhibit 2: Project Scope and Construction Standards “Scope of Development” Exhibit 3: Note Form “Note”
Exhibit 4: Trust Deed Form “Trust Deed” to be recorded by the Title Company “Plans and Specifications” The improvement plans as approved by Lender in its capacity as a regulatory agency that issues the building permit(s) for construction of the Project
“Regulatory Agreement” The Regulatory Agreement as attached to the Purchase and Sale Agreement
“Escrow Instructions” The Escrow Instructions as attached to the Purchase and Sale Agreement

E. “APPROVAL DOCUMENTS” Borrower shall submit the following documents for Lender’s approval prior to Closing Date:

Borrower’s organizational documents, such as partnership agreement or corporate articles and by-laws “Budget” for the Project is the Sources and Uses table submitted by Borrower dated:

F. “SPECIAL PROVISIONS” The following special provisions shall be in addition to the provisions of this Loan Agreement:

1. This Loan is a seller carry back loan for the acquisition of the Property. No l oan funds will be disbursed.

Lender is selling the Property to Buyer based on Buyer entering into this Loan Agreement to pay the costs of the Property over the Loan Term. shall be used solely for actual costs of Property acquisition. No Loan funds shall be used for predevelopment costs, except as provided in an approved Lender budget.

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2. Lender acknowledges that Borrower is an affiliate of Anton DevCo. Inc. and is a general partnership legal ent ity, which will later include the tax credit investor as the limited partner. Anton DevCo., Inc., or its affiliate, will be the general partner which will manage construction and operation of the Project. The tax credit limited partner may transfer its interests to any other third party, so long as such change does not affect the identity, powers, or duties of Borrower’s general partnership and does not permit limited partners to change the general partner or its powers.

3. If the tax credit limited partner removes the Borrower’s general partner for cause, Lender’s consent shall not be required, provided that the general partner that has been removed for cause and Lender has been provided written notice from the tax credit limited partner immediately after the general partner has been removed. The Tax Credit Limited Partner shall not, without obtaining Lender’s prior written consent, add any general partner to Borrower, except that immediately after removing Borrower’s general partner for cause as set forth above.

Within ten (10) business days of the new general partner’s admission to the Borrower’s legal entity, the tax credit limited partner shall submit all documents required by Lender for approval of the new general partner for Borrower and within forty-five (45) days of receipt of all such documents, Lender shall approve or deny the proposed general partner. Lender’s failure to provide a determination regarding the proposed general partner within forty-five (45) days shall be deemed an approval. An interim general partner shall not serve longer than ninety (90) days, unless Lender has approved the interim general partner as a permanent general partner of Borrower.

The permanent general partner, including all administrative and managing general partners, or a principal in each, are required to have previous experience in the development and ownership of multifamily rental affordable housing projects. The term “development” is defined as having applied for and received affordable housing finance resources, including tax-exempt mortgage revenue bonds and low income housing tax credits.

The general partner is required to submit to Lender evidence of successfully participating in at least two projects over 40 units in size and subject to a recorded regulatory agreement for at least three years prior to the application for Lender’s approval of the permanent general partner.

3. DEFINITIONS. Terms not defined in this Loan Agreement shall have the definitions assigned in the Trust Deed. As used in this Loan Agreement, the following terms shall have the following meanings:

3.1. “Event of Default” is breach of or default in a party’s obligations under this Loan Agreement, the Trust Deed, the Note, the Regulatory Agreement, and any other instrument which is incorporated in this Loan Agreement or which otherwise secures the repayment of the Loan.

3.2. “Financial Statements” means the certified financial statements of Borrower (and any other persons on whose financial capacity Lender has relied in making this Loan) as may be required by Lender from time to time, including operating statements, balance sheets, and any other financial reports and information that Lender may require.

3.3. “Governmental Authority” means the United States of America, the State of California, the County of Sacramento, the City of Sacramento or any other political subdivision, agency, department, commission, board, bureau, or instrumentality of any of them.

3.4. “Governmental Requirement” means any law, ordinance, order, rule, regulation, plan,

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ruling, determination or requirement of a Governmental Authority.

3.5. “Loan Documents” means this Loan Agreement, the Note, Trust Deed, Scope of Development, and the Regulatory Agreement.

3.6. “Person” means any natural person, corporation, firm, partnership, association, trust, government, governmental agency, or any other entity, whether acting in an individual, fiduciary, or other capacity.

3.7. “Potential Default” means an event that would constitute an Event of Default but for any requirement of notice to be given or period of grace or time to elapse.

3.8. “Security Documents” means the Trust Deed, together with all other documents entered into between Borrower and Lender or by Borrower in favor of, or for the benefit of, Lender that recite that they are to secure the Loan.

3.9. “Unavoidable Delay” is a delay in the performance by a party of any obligation which delay is unforeseeable and beyond the control of such party and without its fault or negligence.

Unavoidable Delay shall not be reasonably foreseeable events consisting solely of acts of God, acts of the public enemy, acts of the Federal Government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather (as for example, floods, tornadoes, or hurricanes) or delays of subcontractors due to such causes. In the event of the occurrence of any such enforced delay, the time or times for performance of such obligations of the parties shall be extended for the period of the enforced delay, as determined by Lender, provided that the party seeking the benefit of the provisions of this Section shall, within thirty (30) days after it has or should have knowledge of any such enforced delay, have first notified the other party, in writing, of the delay and its cause, and requested an extension for the period of the enforced delay.

4. BORROWER'S REPRESENTATIONS AND WARRANTIES. As a material inducement to Lender to enter into this Loan Agreement and to make the Loan to Borrower, Borrower unconditionally, and each signatory who signs on its behalf, to the extent of their actual knowledge, represents and warrants to Lender, as of the Close of Escrow, as follows:

4.1. LEGAL ORGANIZATION. Borrower is duly formed and validly exists in the form stated in Section 2 hereof, is qualified to do business in California, and has full power to consummate the transactions contemplated.

4.2. BORROWER'S POWERS. Borrower has full authority to execute this Loan Agreement, the Note, the Trust Deed, and all of the other Loan Documents, to undertake and consummate the contemplated transactions, and to pay, perform, and observe all of the conditions, covenants, agreements, and obligations.

4.3. BINDING OBLIGATION. This Loan Agreement, the Note, the Trust Deed, and each of

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the other Loan Documents constitute a legal and binding obligation of, and are valid and enforceable against, each party other than Lender, in accordance with the terms of each.

4.4. LITIGATION. There are no actions, suits, or proceedings pending or, to the best knowledge of Borrower, threatened against or affecting Borrower, or involving the validity or enforceability of the Trust Deed, the priority of the lien, or the validity or enforceability of any of the other Loan Documents, at law or in equity.

4.5. NO VIOLATION. The consummation of the transactions covered by this Loan Agreement and the payment and performance of all of the obligations in the Loan Documents will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, contract, loan or credit agreement, corporate charter, bylaws, partnership agreement, trust agreement, or other instrument to which Borrower or any of its general partners is a party or by which it or they or the Property may be bound or affected.

4.6. NO DEFAULT. There is no Event of Default or Potential Default on the part of Borrower.

4.7. TITLE TO PROPERTY. As the Closing Date, Borrower is the sole legal and beneficial owner of the Property, which is free of all claims, liens, and encumbrances other than those shown in the Title Policy.

4.8. ACCURACY. All applications, Financial Statements, reports, documents, instruments, information, and forms of evidence delivered to Lender concerning the Loan or required by this Loan Agreement or any of the other Loan Documents are accurate, correct, and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any untrue statement of a material fact or omit any material fact necessary to make them not misleading.

5. NONLIABILITY FOR NEGLIGENCE, LOSS, OR DAMAGE. Borrower acknowledges, understands, and agrees as follows:

5.1 The relationship between Borrower and Lender is, and will at all times remain, solely that of borrower and lender, and Lender neither undertakes nor assumes any responsibility for or duty to Borrower to select, review, inspect, supervise, pass judgment on, or inform Borrower of the quality, adequacy, or suitability of the Project work, except as to matters which are within the intent and purpose for which Lender has made the Loan.

5.2 Lender owes no duty of care to protect Borrower against negligent, faulty, inadequate, or defective building or construction.

5.3 Lender will not be responsible or liable to Borrower for any loss or damage of any kind to person or property whether suffered by Borrower or any o ther Person or group of Persons or for negligent, faulty, inadequate, or defective building or construction, and Borrower will hold Lender harmless from any liability, loss, or damage for these things.

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6. CLOSING IN ADVANCE OF SENIOR LOAN. Lender will subordinate this Loan to the senior loan of Borrower for construction and permanent financing of the Project, provided that (a) any senior loan for the Project indicated in the Budget meets all requirements of this Loan Agreement, and (b) the senior loan subordination agreement does not require modification of this Loan Agreement or Lender’s entry into any agreements containing new or modified Loan terms.

7. NOTE AND SECURITY DOCUMENTS. The Loan is evidenced by the Note executed by Borrower in favor of Lender and delivered to Lender upon Close of Escrow. Repayment of the Note is secured by the Trust Deed covering the Property. Borrower shall execute the Trust Deed in favor of the Title Company as Trustor in trust for the benefit of Lender and deliver it to Escrow for recordation.

8. REGULATORY AGREEMENT. The Regulatory Agreement imposing covenants, conditions and restrictions running with the land is a material consideration for the making of the Loan.

Borrower shall execute the Regulatory Agreement prior to Close of Escrow and deliver it to Escrow for recordation. Violation of the Regulatory Agreement is an Event of Default of this Loan.

9. ACCELERATION.

9.1 TRANSFER OR REFINANCING OF THE PROPERTY; ASSUMPTION. Except as otherwise provided in the Loan Agreement, if all or any part of the Property or an interest in the Property is sold, transferred or conveyed to any person, or refinanced by Borrower such that additional debt is added to the Property without Lender's prior written consent, Lender may, at Lender's option, declare all the sums secured by the Trust Deed to be immediately due and payable. Lender shall have waived such option to accelerate if, prior to the sale or transfer, Lender and the Person to whom the Property is to be sold or transferred reach agreement in writing that the Loan may be assumed. If Lender has waived the option to accelerate provided in this Section and if Borrower's successor in interest has executed a written assumption agreement accepted in writing by Lender, Lender shall release Borrower from all obligations under the Trust Deed and the Note.

9.2 FAILURE TO MEET SPECIAL CONDITIONS. Subject to Unavoidable Delay, if Borrower fails to comply with the Special Condition set forth above, Lender may, at Lender's option, declare all the sums secured by the Trust Deed to be immediately due and payable.

10. TITLE INSURANCE. Borrower must procure and deliver to Lender an ALTA Lender's Policy of Title Insurance, together with such endorsements as Lender may require, including but not limited to ALTA endorsem ent nos. 9.6 and 9.7 (CLTA endorsement nos. 100 and 116) and ALTA endorsement no. 25 (CLTA endorsement no. 116) insuring Le nder in an amount equal to the principal amount of the Loan, that Lender's Trust Deed constitutes a lien or charge upon the Property subject only to such items as shall have been approved by Lender. Title insurance for the Loan must be issued by a title insurer approved by Lender.

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11. PERFORMANCE CONDITIONS. The following are conditions regarding performance of Lender and Borrower under this Loan Agreement:

11.1 CONDITION OF TITLE. Lender shall cause Escrow Agent to issue to Borrower (with a copy to Lender) the Preliminary Report, together with copies of all documents relating to title exceptions referred to in the Preliminary Report. At Close of Escrow, Lender’s Trust Deed shall be a valid lien against the Property securing the Loan and subject to no exceptions to title (of record or off record) other than the exceptions listed in the “Conditions of Title” in the Escrow Instructions.

11.2 CONDITIONS TO LENDER'S PERFORMANCE. Lender's obligation to perform under this Loan Agreement is subject to all of the following conditions: (a) Borrower has performed all of its obligations then to be performed pursuant to this Loan Agreement and the Purchase and Sale Agreement; (b) the closing conditions as defined in the Escrow Instructions have been fulfilled as of Close of Escrow; (c) Borrower’s representations and warranties in this Loan Agreement are true and correct as of the date of this Loan Agreement and as of Close of Escrow; (d) this Loan Agreement continues to be in full force and effect, no default on the part of Borrower has occurred under this Loan Agreement, and no event has occurred that, with the giving of notice or the passage of time, will constitute a default by Borrower under this Loan Agreement; and (e) Lender has approved the Approval Documents.

11.3 CONDITIONS TO BORROWER'S PERFORMANCE. Borrower's obligation to perform under this Loan Agreement is subject to satisfaction of all of the following conditions: (a) the closing conditions as defined in the Escrow Instructions have been fulfilled as of Close of Escrow; (b) Lender’s representations and warranties in this Loan Agreement are true and correct as of the date of this Loan Agreement and as of the Close of Escrow; and (c) this Loan Agreement continues to be in full force and effect, and no default on the part of Lender has occurred under this Loan Agreement.

11.4 PROTECTION AGAINST LIEN CLAIMS. Borrower shall promptly and fully discharge all claims for labor, materials and services in connection with construction of the Project.

Borrower shall promptly file a valid Notice of Completion on completion of the Project.

Borrower shall promptly file a Notice of Cessation in the event of a cessation of labor on the Project for a continuous Period of (30) days or more. Borrower shall take all other reasonable steps to protect against the assertion of lien claims against the Property. Within ten (10) days after the filing of any claim of lien against the Property, Borrower shall record a surety bond in the office of the Recorder of the County where the Property is located in an amount sufficient to release the claim of lien or deliver to Lender any other assurance as may be acceptable to Lender as evidenced by Lender's written acceptance of such assurance. In any event, Borrower is not required to pay, prior to adjudication, any claims for labor, materials, or services that Borrower, in good faith, reasonably disputes, and that Borrower, at its own expense, is currently and diligently contesting in the proper forum, provided that Borrower has filed the surety bond or given Lender such other assurance as Lender accepts in writing.

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11.4.1 NO PRIOR LIENS . Borrower shall not allow the Project construction to begin or materials to be delivered to the Project until after Close of Escrow.

11.5 PREVAILING WAGES. Unless stated otherwise above, Lender advises Borrower that the Project may be subject to the payment of prevailing wages under California law if the CA Department of Industrial Relations (DIR) determines that this Loan is a form of a public subsidy rather than a market-rate loan, or otherwise determines that the exceptions to the obligation to pay prevailing wages under CA Labor Code Section 1720 do not apply. Borrower has had the opportunity to meet with its legal counsel and to request a determination of the matter before DIR and any other appropriate governmental bodies. Borrower has made its own independent determination of the applicability of prevailing wage laws and has independently implemented such determinations. Borrower indemnifies, holds harmless and defends Lender from all additional wages, benefits, fees, penalties, fines, legal fees, court costs, arbitration costs, and other costs arising from the improper application of California prevailing wage laws to the Project by Borrower or its general contractor, or both of them.

12. DEFAULT.

12.1 EVENTS OF DEFAULT. At the option of Lender, each of the following events will constitute an Event of Default, subject to applicable cure rights, if any:

12.1.1 Borrower’s non-performance of any obligation or breach of this Agreement;

12.1.2 The occurrence of a breach or default under any of the Loan Documents;

12.1.3 Subject to Borrower’s legal rights to contest a Governmental Requirement, Borrower's failure to comply with any Governmental Requirement, unless within ten (10) days after notice of such failure by Lender or the respective governmental entity or after any action has been commenced to enforce such requirement, Borrower has cured such failure;

12.1.4 Borrower's failure to keep in full force any permit, license, consent, or approval with respect to the construction, occupancy, or use of the Project, unless within ten (10) days after notice by the issuing entity or Lender of such failure, Borrower has promptly cured such failure;

12.1.5 The filing of any lien against the Property or Project if the claim of lien continues for thirty (30) days without discharge, satisfaction, or the making of provision for payment (including bonding) to the satisfaction of Lender; and

12.1.6 The attachment, levy, execution, or other judicial seizure of any portion of the Property or Project, or any substantial portion of the other assets of Borrower, that is not released, expunged, bonded, discharged, or dismissed within thirty (30) days after the attachment, levy, execution, or seizure.

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12.2 REMEDIES.

12.2.1 OPTION TO ACT. On the occurrence of any Event of Default, in addition to its other rights in this Loan Agreement or in any of the other Loan Documents, at law, or in equity, Lender may, without prior demand, exercise any one or more of the following rights and remedies:

12.2.1.1 Declare the Note and all other sums owing to Lender with respect to the other Loan Documents immediately due;

12.2.1.2 Proceed as authorized at law or in equity with respect to the Event of Default, and in connection with that, remain entitled to exercise all other rights and remedies described in this Loan Agreement or the Trust Deed; and

12.2.1.3 Recover its funds expended in exercising or enforcing any of its rights or remedies under any of the Loan Documents, together with interest at the maximum amount allowed by law from the date the funds were spent until repaid which amounts will be deemed secured by the Trust Deed.

12.2.2 RIGHTS CUMULATIVE, NO WAIVER. All of Lender's rights and remedies provided in this Loan Agreement or in any of the other Loan Documents are cumulative and may be exercised by Lender at any time. Lender's exercise of any right or remedy will not constitute a cure of any Event of Default unless all sums then due to Lender under the Loan Documents are repaid and Borrower has cured all other Events of Default. No waiver will be implied from Lender's failure to take, or delay in taking, any action concerning any Event of Default or from any previous waiver of any similar or unrelated Event of Default. Any waiver under any of the Loan Documents must be in writing and will be limited to its specific terms.

12.2.3 DISCLAIMER. Whether Lender elects to employ any of the remedies available to it in connection with an Event of Default, Lender will not be liable to construct, complete, or protect the Project; to pay any expense in connection with the exercise of any remedy; or to perform any other obligation of Borrower.

12.2.4 GRANT OF POWER. Subject to the prior rights of lenders whose loans are secured by the Property and senior to the rights of Lender, Borrower irrevocably appoints Lender as its attorney-in-fact, with full power and authority, including the power of substitution, exercisable on the occurrence of an Event of Default, to act for Borrower in its name, place, and stead as provided in this Loan Agreement, to take possession of the Property and Project, remove all employees, contractors, and agents of Borrower, to complete or attempt to complete the work of construction, and to market, sell, or lease the Property and Project; to make any additions, changes, and corrections in the Plans as may be necessary or desirable, in Lender's sole discretion, or as it deems proper to complete the Project; to employ any contractors, subcontractors, suppliers, architects, inspectors, consultants, property managers, and other agents that Lender, in its sole discretion, deems proper for

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the completion of the Project, for the protection or clearance of title to the Property, or for the protection of Lender's interests, to employ security guards to protect the Property and Project from injury or damage; to pay, settle, or compromise all bills and claims then existing or later arising against Borrower that Lender, in its sole discretion, deems proper for the completion of the Project, for the protection or clearance of title to the Property, or for the protection of Lender's interests; to prosecute and defend all actions and proceedings in connection with the Property or Project; and to execute, acknowledge, and deliver all other instruments and documents in the name of Borrower that are necessary or desirable, to exercise Borrower's rights under all contracts concerning the Property or Project, and to do all other acts with respect to the Property or Project that Borrower might do on its own behalf, in each case as Lender in its reasonable discretion deems proper.

13. MISCELLANEOUS.

13.1 NONRECOURSE. Notwithstanding any provision of this Loan Agreement or any document evidencing or securing this Loan, Borrower, and Borrower’s principals, partners, members, agents, officers, and successors in interest shall not be personally liable for the payment of the Loan or any obligation of the Loan.

13.2 CURE BY PARTY OTHER THAN BORROWER. Any lender whose loan is secured by the Property, any principal of Borrower, and the tax credit limited partner may cure a default of the Loan, provided that such cure rights shall be the same as Borrower’s cure rights. Such other curing party must cure by the date on which Borrower was obligated to cure, except if Lender is obligated by this Loan Agreement or a subordination agreement to give separate notice to such other curing party, in which instance, the cure period shall begin when Lender makes such notice to such other curing party.

13.3 CONDEMNATION. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of all or any part of the Property, or for conveyance in lieu of condemnation, are hereby assigned and shall be paid to Lender. In the event of a taking of all of the Property, the proceeds shall be applied to the sums provided by this Loan, subject to any claims of the senior lender pursuant to the terms of the subordination agreement, with the excess, if any, paid to junior lienholders and Borrower, as they may determine. In the event of the partial taking of the Property, unless Borrower and Lender otherwise agree in writing, and subject to any claims of the senior lender under a subordination agreement, there shall be applied to the sums secured by the Trust Deed in such proportion of the proceeds as is equal to that proportion which the amount of the sums secured by the Trust Deed immediately prior to the date of taking bears to the fair market value of the Property immediately prior to the date of taking, with the balance of the proceeds paid to junior lienholders and Borrower, as they may determine.

If the condemnor offers to make an award or settle a claim for damages to the Property and: (1) the Property is abandoned by Borrower; or (2) after notice by Lender to Borrower of the condemnor’s offer, Borrower fails to respond to Lender within 30 days after the date suc h

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notice is mailed; Lender is authorized to collect and apply the proceeds, at Lender's option, either to restoration or repair of the Property or to the sums secured by the Trust Deed. Unless Lender and Borrower otherwise agree in writing, any such applic ation of proceeds to principal shall not extend or postpone the due date of any payment or change the amount of such payment.

13.4 NATURE OF REPRESENTATIONS AND WARRANTIES. Borrower certifies to Lender that all representations and warranties made in this Loan Agreement and all of the Loan Documents are true and correct in all material respects and do not contain any untrue statement of a material fact or omit any material fact necessary to make the representations and warranties not misleading. All representations and warranties will remain true and correct in all material respects and will survive so long as any of Borrower's obligations have not been satisfied or the Loan or any part of it remains outstanding, and for any applicable statute of limitations period. Each representation and warranty made in this Loan Agreement, in any other Loan Documents, and in any other document delivered to Lender by Borrower will be deemed to have been relied on by Lender, regardless of any investigation, inspection, or inquiry made by Lender or any related disbursement made by Lender. The representations and warranties that are made to the best knowledge of Borrower have been made after diligent inquiry calculated to ascertain the truth and accuracy of the subject matter of each representation and warranty.

13.5 NO WAIVER. No failure or delay on the part of Lender in exercising any right or remedy under the Loan Documents will operate as a waiver nor will Lender be estopped to exercise any right or remedy at any future time because of any such failure or delay. No express waiver will affect any matter other than the matter expressly waived and that waiver will be operative only for the time and to the extent stated. Waivers of any covenant, term, or condition in this Loan Agreement will not be construed to waive any subsequent breach of the same covenant, term, or condition.

13.6 NO THIRD PARTIES BENEFITED. This Loan Agreement is made and entered into for the sole protection and benefit of the parties and their permitted successors and assigns, and no other Person will have any right of action or any rights to funds at any time on deposit in any construction account or impound account, if established.

13.7 NO JOINT VENTURE, PARTNERSHIP, OR OTHER RELATIONSHIP. Nothing contained in this Loan Agreement or in any other document executed in connection with this Loan Agreement shall be construed as creating a joint venture or partnership between Lender and Borrower. Each Party is acting as an independent entity and not as an agent of the other in any respect. No relationship exists as between Lender and Borrower other than that of a lender and a borrower.

13.8 NOTICES. Borrower irrevocably appoints Lender as its agent (the agency being coupled with an interest) to file for record any notices of completion, cessation of labor, or any other notice that Lender deems necessary or desirable to protect its interests under this Loan

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Agreement or under the Loan Documents. All notices to be given under this Loan Agreement shall be in writing and sent to the addresses stated above for the respective recipient by one or more of the following methods.

13.8.1 Certified mail, return receipt requested, in which case notice shall be deemed delivered three (3) business days after deposit, postage prepaid in the United States Mail;

13.8.2 A nationally recognized overnight courier, by priority overnight service, in which case notice shall be deemed delivered one (1) business day after deposit with that courier;

13.8.3 Hand delivery with signed receipt for delivery from a person at the place of business of the receiving party and authorized to accept delivery for the receiving party, in which case notice shall be deemed delivered upon receipt, or

13.8.4 Telecopy, if a copy of the notice is also sent the same day by United States Certified Mail, in which case notice shall be deemed delivered one (1) business day after transmittal by telecopier, provided that a transmission report is automatically generated by the telecopier reflecting the accurate transmission of the notices to receiving party at the “Fax Number” given in the Escrow Agreement or to such other address as Borrower or Lender may respectively designate by written notice to the other.

13.9 ACTIONS. Lender will have the right to commence, appear in, or defend any action or proceeding purporting to affect the rights, duties, or liabilities of the parties under this Loan Agreement. In connection with that, Lender may incur and pay costs and expenses, including, without limitation, reasonable attorney fees. Borrower agrees to pay to Lender on demand all these expenses. This Section does not apply to actions or proceedings between the parties.

13.10 SIGNS. Borrower agrees that on the request of Lender, Borrower will erect and place on or in the immediate vicinity of the Property a sign indicating that Lender has provided financing for the Project, which sign shall remain for the duration of construction. If Borrower places a sign on the Property during construction stating the names of the Project participants, it shall also name “City of Sacramento” as a participant in the Project. Lender’s name on the sign shall be in letters not less than size of letters used to name any of the other participants.

13.11 ASSIGNMENT. The terms of this Loan Agreement will be binding on and inure to the benefit of successors and assigns of the parties. However, Borrower shall not assign this Loan Agreement or any interest it may have except as otherwise provided in this Loan Agreement, convey or encumber the Property without the prior written consent of Lender to a party other than a general partner or managing member of Borrower or a single asset entity wholly owned and controlled by Borrower or a general partner or managing member of Borrower. Lender may at any time assign the Loan Documents to any affiliate of Lender and the assignee will assume the obligations of Lender, and Lender will have no further obligation of any nature. In that case, the provisions of this Loan Agreement will continue to apply to the Loan, and the assignee will be substituted in the place and stead of Lender, with all rights, obligations, and

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remedies of Lender, including, without limitation, the right to further assign the Loan Documents.

13.12 PREPAYMENT. Borrower may prepay the Loan only on and subject to the terms and conditions in the Note. Borrower shall have no rights to receive, and under no circumstances will Borrower receive repayment of any fees previously paid to Lender.

13.13 CONTROLLING LAW; VENUE. The Loan Documents will be governed by and construed in accordance with California law. The venue for any legal action or proceeding will be in the County of Sacramento, California.

13.14 CONSENTS AND APPROVALS. All consents and approvals by Lender required or permitted by any provision of this Loan Agreement will be in writing. Lender's consent to or approval of any act by Borrower requiring further consent or approval will not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act.

13.15 SURVIVAL OF WARRANTIES AND COVENANTS. The warranties, representations, conditions, covenants, and agreements in this Loan Agreement and in the other Loan Documents will survive the making of the Loan and the execution and delivery of the Note and will continue in full force until the Loan has been paid in full. Nothing in this Section is intended to limit any other provision of the Loan Documents that by their stated terms survive the repayment of the Loan or the termination of any Loan Document.

13.16 NO REPRESENTATIONS BY LENDER. By accepting or approving anything required to be observed, performed, or fulfilled, or to be given to Lender pursuant to this Loan Agreement or pursuant to the Loan Documents, including, but not limited to, any officer's certificate, balance sheet, statement of income and expense, or other Financial Statement, survey, appraisal, or insurance policy, Lender will not be deemed to have warranted or represented the sufficiency, legality, effectiveness, or legal effect of it or of any particular term, provision, or condition of it, and any acceptance or approval will not be or constitute any warranty or representation by Lender.

13.17 AMENDMENT. The Loan Documents and the terms of each of them may not be modified, waived, discharged, or terminated except by a written instrument signed by the party against whom enforcement of the modification, waiver, discharge, or termination is asserted.

13.18 TERMINATION. Except as otherwise provided in the Loan Documents, all rights and obligations under this Loan Agreement will terminate except as to any accrued obligations effective on the payment of all Loan owing by Borrower to Lender.

13.19 COUNTERPARTS/DIGITAL SIGNATURES. The Loan Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when executed and delivered will be deemed an original and all of which counterparts taken together will

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constitute one and the same instrument. An electronic or pdf signature shall be deemed an original signature.

13.20 SEVERABILITY. If any term, provision, covenant, or condition or any application is held by a court of competent jurisdiction to be invalid, void, or unenforceable, all terms, provisions, covenants, and conditions and all applications not held invalid, void, or unenforceable will continue in full force and will in no way be affected, impaired, or invalidated.

13.21 CAPTIONS. All Article and Section headings in the Loan Documents are inserted for convenience of reference only and do not constitute a part of the Loan Documents for any other purpose.

13.22 INDEMNITY. Borrower agrees to defend, indemnify, and hold Lender harmless from all losses, damages, liabilities, claims, actions, judgments, costs, and reasonable attorney fees that Lender may reasonably incur as a direct or indirect consequence of the making of the Loan, Borrower's failure to perform any obligations as and when required by this Loan Agreement or any of the other Loan Documents, the failure at any time of any of Borrower's representations or warranties to be true and correct, or any act or omission by Borrower, any contractor, subcontractor, engineer, architect, or other Person with respect to the Property, the Project, or any portion of them except to the extent caused by the gross negligence or willful misconduct of Lender. Borrower will pay immediately on Lender's demand any amounts owing under this indemnity, together with interest at the maximum rate permitted by law from the date Lender makes a payment or incurs a loss. Borrower's duty to indemnify Lender will survive the release and cancellation of the Note and the reconveyance or partial reconveyance of the Trust Deed.

13.23 FURTHER ASSURANCES. At Lender's request and at Borrower's expense, Borrower will execute, acknowledge, and deliver all other instruments and perform all other acts necessary, desirable, or proper to carry out the purposes of the Loan Documents or to perfect and preserve any liens created by the Loan Documents.

13.24 DISCLOSURE OF INFORMATION. If Lender elects to sell the Loan, Lender may forward to the buyer of the Loan all documents and information related to the Loan in Lender's possession, including without limitation all Financial Statements, whether furnished by Borrower or otherwise.

13.25 LENDER'S AGENTS. Lender may designate agents or independent contractors to exercise any of Lender's rights under the Loan Documents. Any reference to Lender in any of the Loan Documents will include Lender's employees, agents, and independent contractors.

13.26 INTEGRATION AND INTERPRETATION. The Loan Documents contain or expressly incorporate by reference the entire agreement between Lender and Borrower with respect to the covered matters and supersede all prior negotiations. Any reference to the Property or

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Project in any of the Loan Documents will include all or any portion of them. Any reference to the Loan Documents themselves in any of the Loan Documents will include all amendments, renewals, or extensions approved by Lender.

13.27 NUMBER, IDENTITY AND GENDER. When the context and construction so require, all words used in the singular will be deemed to have been used in the plural and vice versa.

When the context and construction so require, all words which indicate a gender will be deemed to have been used to indicate the gender as indicated by the context.

13.28 ENTIRE AGREEMENT. The parties have each carefully reviewed this Loan Agreement and have agreed to each term in this agreement. No ambiguity shall be presumed to be construed against either party. This Loan Agreement contains all of the terms and conditions as agreed upon by the parties, and supersedes any and all oral or written communications by and between the parties.

13.29 AUTHORITY. Each of the signatories to this Loan Agreement represents that he/she is authorized to sign the agreement on behalf of such party and that all approvals, resolutions and consents which must be obtained to bind such party have been obtained that no further approvals, acts or consents are required to bind such party to this Loan Agreement.

THE PARTIES HAVE EXECUTED THIS LOAN AGREEMENT in Sacramento, California as of the Effective Date.

LENDER:

BY: ________________________
Hector Barron, Assistant City Manager
For: Howard Chan, City Manager

Approved as to Form:

BY:________________________
Senior Deputy City Attorney

Attest:

BY:________________________
Assistant City Clerk

BORROWER:

BY: ________________________
Trisha Malone
Chief Investment Officer

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EXHIBIT 1

PROPERTY LEGAL DESCRIPTION

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EXHIBIT 2

PROJECT SCOPE AND CONSTRUCTION STANDARDS

A multifamily apartment project consisting of one or more buildings between two and four stories containing a minimum of 90 [or 107] dwelling units, along with associated parking and common area amenities (the “Affordable Housing Project”).

The following is a list of the required minimum construction standards applicable to the Affordable Housing Project in consideration of the Seller-Carryback Loan for the Property acquisition.

These standards are in addition to the City’s Planning and Development Code and Building Code, Chapter 17 of the City Code, and the building and construction codes set forth in Title 15 of the City Code. The City Code requirements shall apply if these standards inadvertently deviate from those requirements. In addition, the Developer is required to meet all of the state standards applicable to affordable housing projects that receive tax credits and bond allocation and those requirements shall apply if these standards inadvertently deviate from those requirements.

1. General Requirements
A. Web-based security cameras and the equipment to record events are required for primary ingress/egress points to and from the site and for the principal parking and indoor and outdoor common areas where people will be congregating.

B. Site lighting is required for all parking and outside public spaces, and shall be of LED or similarly energy efficient type. The lenses on the exterior lights shall be cleaned with all oxidation removed or replaced. Light poles shall be new or painted, and shall be structurally sound and stable.

2. Site Work
A. All projects shall contain trash enclosures with concrete aprons. Trash enclosures shall be made of cinder block or stucco. Trash enclosures shall be accessible to all tenants. Provisions for tenants with disabilities must be addressed in the project plans.

B. A two percent (2%) slope shall be maintained for a distance of five feet from all structures and no standing water shall remain on the site. Provide an on-site drainage system if necessary.

C. Stairways in common areas must include closed risers and non-slip concrete finish or other slip-resistant material on the treads.

D. Exterior mounted electrical, mechanical, and plumbing systems must be protected from vandalism.

E. One school age-appropriate play structure and/or one toddler-appropriate play structure is required, unless these requirements are in conflict with the rules and regulations of the California Tax Credit Allocation Committee and/or the California Department of Housing and Community Development.

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3. Doors and Windows
A. All dwelling/tenant units must have screens on all windows that are designed to open.

Windows designed to open must have functional locks and must operate freely without excessive effort. All windows must be dual-paned (minimum), and shall meet or exceed the State of California’s currently applicable efficiency standards.

B. All doors must have matching hardware finishes.

C. All exterior doors must have deadbolt locks, keyed latch assemblies, viewers, and screws in strike plates long enough to penetrate the door jamb framing by at least one inch. The dwelling entry door hardware shall have single action hardware to release deadbolt and latch assembly.

D. All sliding exterior doors shall have screen doors and shall have functional locks and must operate freely without excessive effort.

4. Casework
Comply with the California Tax Credit Allocation Committee and/or the California Department of Housing and Community Development.

5. Finishes
A. All dwelling unit kitchens shall contain luxury vinyl plank (LVP) flooring. Bathrooms must be floored with LVP, sheet vinyl or ceramic tile to provide a cleanable, impervious surface . Bedrooms, hallways, and living and dining rooms may be floored with carpeting, LVP or hardwood. Wear layer of LVP shall be at least 12 mils inside dwelling units. Tenant unit entries shall be floored with LVP or ceramic tile.

B. In common areas, corridors may be floored with LVP, glue-down carpeting, or carpet tiles.

Community rooms and kitchens shall be floored with LVP. Wear layer of LVP in common/commercial areas shall be a minimum of 20 mils thick.

6. Equipment
A. Dishwashers, refrigerator/freezer, oven, stoves and garbage disposals are required in all dwelling unit kitchens. All appliances must be new or in very good operating condition. All appliances must be Energy Star rated, as applicable. Appliances slated for ADA units shall be per code requirements.

B. All kitchens must have adequate cabinet and counter space. Installation of shelving for microwaves is required if over- the-range microwaves are not used, with the exception of ADA units.

7. Furnishings
A. Dwelling units must have window coverings on all windows.

8. Special Construction
A. Non-habitable structures on the property must be painted to match primary buildings and must be

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Purchase and Sale Agreement 79 Dated: 12-21-21
Fong Ranch
structurally sound.

B. Laundry facilities must, at a minimum, be consistent with CTCAC requirements of one washer and dryer for every ten dwelling units, unless these requirements are in conflict with the rules and regulations of the California Tax Credit Allocation Committee and/or the California Department of Housing and Community Development. Ten percent of the total number of washer/dryers must be ADA-accessible machines (unless the ADA units contain their own laundry facilities). Solid surface countertops will be required within laundry rooms and countertops shall meet all ADA requirements.

C. Public pool areas shall have self-closing gate(s). Fences and gates at pool areas shall meet applicable current codes and standards. Joints between coping and concrete deck shall be appropriately caulked. Pool and surroundings must meet all applicable current codes and standards.

D. All units above the ground floor shall have elevator access.

9. Electrical
A. Wiring from telephone/data/cable suppliers shall be installed within walls, attic spaces, and/or crawl spaces. No conduits are allowed to be mounted on the exterior of the buildings in new construction.

B. Broadband infrastructure meeting the requirements of 24 CFR 5.100* is required.

*Broadband infrastructure means cables, fiber optics, wiring, or other permanent (integral to the structure) infrastructure, including wireless infrastructure, tha t is capable of providing access to Internet connections in individual housing units, and that meets the definition of “advanced telecommunications capability” determined by the Federal Communications Commission under section 706 of the Telecommunications Act of 1996 (47 U.S.C. 1302).

10. Resident Services Community Space
The project design must devote a minimum of 1,200 s q. ft. to resident services/community space, which includes a common kitchen, computer room, meeting room , and general gathering space. It does not include public restrooms, leasing offices, laundry facilities and lobbies. The common kitchen must include a refrigerator, stove, garbage disposal, and dishwasher, unless these requirements are in conflict with the rules and regulations of the C alifornia Tax Credit Allocation Committee and/or the California Department of Housing and Community Development.

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Purchase and Sale Agreement 80 Dated: 12-21-21
Fong Ranch
EXHIBIT 3

PROMISSORY NOTE

FONG RANCH SELLER CARRYBACK LOAN

BORROWER HAS MADE THIS PROMISSORY NOTE (“NOTE”) AS OF THE EFFECTIVE DATE.

The Lender is making the Loan pursuant to the terms and conditions of the Loan Agreement and this Note. This Note includes all attachments and Exhibits listed below, which are attached to and incorporated in this Note by this reference. The capitalized terms i n this Note shall have the meanings assigned in the following table of definitions and as defined in the body of the Note. (Terms being defined are indicated by quotation marks. If an item in the table is marked “None, Not Applicable, N/A” or equivalent or is left blank, that defined term is not applicable to this Note or the referenced item is not required or is not included in this Note as the context may indicate.) The Lender is making the Loan to Borrower in consideration of Borrower making this Note and delivering it to Lender.

For purposes of this Note, the following terms shall have the following meanings:

DEFINED TERM: DEFINITION:
“Effective Date” The first day of the month following the closing on the Property to transfer title to Borrower, which is:
“Lender” City of Sacramento, a municipal corporation
“Lender Address” 915 I Street, Sacramento CA 95814; Attn: Revenue Department “Borrower” Anton Fong Ranch Owner, LLC
“Borrower Legal
Status”
A Delaware Limited Liability Company
“Borrower Address” c/o Anton DevCo, Inc.
1610 R Street, Sacramento, CA 95811
“Loan Agreement” The Loan Agreement between the Borrower and Lender for making of the loan (“Loan”) evidenced by this Note.
“Principal
Amount”
One Million Four Hundred and Fifty Five Thousand Dollars and No Cents ($1,455,000.00)
“Loan Purpose” To finance Borrower’s acquisition of the Property “Property” As defined in the Trust Deed
“Interest Rate” The interest rate for the Loan is 3% per year, simple interest. “Accrual Date” Interest shall accrue starting on the following date: Effective Date “Special Terms” Borrower agrees to use commercially reasonable efforts to obtain tax credits and gap financing in the amount of $6,300,000.00 in order to commence construction of the Project within 18 months from the from the receipt of non-appealable entitlement approvals and expiration of all appeal periods for the Project.

PAYMENT SCHEDULE. Repayment of this Note shall be made as follows:
“Payment Start Date” The Payment Start Date is the first day of the 18th calendar month following the Effective Date.
“Payment Amount” The monthly Loan payment is $______, based on 162 months “Maturity Date” The first day of the 180th calendar month following the Effective Date, which is:

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Purchase and Sale Agreement 81 Dated: 12-21-21
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FOR VALUE RECEIVED, THE UNDERSIGNED, JOINTLY AND SEVERALLY, PROMISES TO PAY to Lender, or its successors or assigns, the Principal Amount or such lesser amount as may be endorsed on this Note on behalf of Lender. The Loan shall bear interest on the outstanding principal balance, computed from the Accrual Date at the Interest Rate.

1. This Note evidences the obligation of Borrower to Lender for repayment of the Loan.

The terms and covenants of the Loan Agreement are incorporated in this Note by reference. The Loan Agreement provides for and incorporates the Regulatory Agreement (as defined in the Loan Agreement), the making of which is further consideration for this Note.

2. Borrower shall make payments monthly in the amounts shown in the Payment Schedule, on the first day of each month, beginning on the Payment Start Date and continuing for the number of payments shown in the Payment Schedule. On the day of the last payment, the unpaid balance of said principal sum, if any, together with all unpaid interest, fees and charges due, if any, shall become due and payable.

3. All payments on this Note shall be applied first to fees and charges due under the Loan Agreement, if any, then to interest and then to the principal due on this Note.

Borrower shall make the payments to the Lender or to such other person or organization as may be designated by Lender to Borrower and noticed as provided in the Loan Agreement.

4. If any installment under this Note is not received by Lender within fifteen (15) calendar days after the installment is due, Borrower shall pay to Lender a late charge of five percent (5%) of such installment. Such late charge shall be immediately due and payable without demand by Lender.

5. This Note is secured by a Deed of Trust and Assignment of Rents (“Trust Deed”) against the real property described in the Trust Deed recorded in the office of the County Recorder of Sacramento County. The Trust Deed securing this Note provides that Lender may, at its option, declare all funds secured by the Trust Deed immediately due and payable if any interest in the Property is refinanced, sold, hypothecated, transferred or conveyed to any person, whether voluntarily or involuntarily. The Trust Deed further provides that if Borrower does not comply with the requirements of the Regulatory Agreement and fails to come into compliance with the Regulatory Agreement within thirty (30) days after Lender’s written notice to Borrower of such failure, Lender may, at its option, declare all funds secured by the Trust Deed immediately due and payable.

6. Lender and Borrower shall comply with and fulfill the Special Terms, if any.

7. Upon occurrence of any one or more of the following, Lender may, at its sole discretion, declare all unpaid principal immediately due and payable, together with

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Purchase and Sale Agreement 82 Dated: 12-21-21
Fong Ranch

all unpaid interest at the stated rate from the Effective Date, subject to applicable notice and cure periods, if:

a. Borrower defaults in the payment of any principal or interest when due.

b. Lender discovers that Borrower, in any application to Lender in connection with the Loan, either (i) failed to disclose, or (ii) misrepresented any fact that would have prevented Borrower from being eligible for the Loan.

c. Lender discovers that Borrower has made any misrepresentations or has intentionally withheld any fact in the making or continuation of this Loan, the knowledge of which could have affected the decision of Lender to make the Loan.

d. Borrower defaults or breaches any of the terms of Loan Agreement, the Trust Deed, the Regulatory Agreement, or this Note.

e. Borrower fails to perform any covenant, term or condition in any instrument creating a lien upon the Property, which is the security under the Trust Deed, or any part thereof, which lien shall have priority over the lien of the Trust Deed securing this Note.

f. The sale, transfer of title, conveyance or further encumbrance of the Property, whether by sale, exchange, gift, inheritance or other means, without prior written consent of Lender.

g. Any of the following occur:

1) Borrower becoming insolvent or bankrupt or being unable or admitting, in writing, Borrower’s inability to pay debts as they mature or making a general assignment of or entering into any restructure payment arrangement with creditors.

2) Proceedings for the appointment of a receiver, trustee or liquidator of the assets of Borrower or a substantial part of such assets, being authorized or instituted by or against the Borrower.

3) Proceedings under any bankruptcy, reorganization, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any jurisdiction being authorized or instituted against Borrower.

8. No waiver of any default or breach by Borrower under this Note shall be implied from any omission by Lender to take action on account of such default, and no express

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Purchase and Sale Agreement 83 Dated: 12-21-21
Fong Ranch
waiver shall affect any default, other than the default specified in the waiver. Such

waiver shall be in writing and shall be operative only for the time and to the extent therein stated.

9. Borrower may prepay this Note in full or in part at any time, without any prepayment penalty being charged by Lender.

10. During the existence of default or delinquency under the terms of this Note or the Trust Deed, the Lender is expressly authorized to apply all payments made on this Note to the payment of all or part of the delinquency, as it may elect.

11. This Loan is a nonrecourse loan, and notwithstanding any provision of this Note or any document evidencing or securing this Loan, Borrower, and Borrower’s principals, members, partners, agents, officers, and successors in interest shall not be personally liable for the payment of the Loan or any obligation of the Loan.

12. Borrower shall pay to Lender all costs of enforcement of all or any portion of this Note, the Trust Deed, and the Regulatory Agreement, including attorney's fees, witness fees, investigator fees and court costs, incurred by Lender, whether or not litigation is commenced.

IN WITNESS WHEREOF, Borrower has executed this Note as of the Effective Date.

Borrower:

By:________________________
Name:

Title:

WITNESS:

By: _______________________________________
Name:

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Purchase and Sale Agreement 84 Dated: 12-21-21
Fong Ranch
EXHIBIT 4

TRUST DEED

NO FEE DOCUMENT:

Entitled to free recording:

Government Code §§6103
and 27383.

When recorded, return to:

City of Sacramento
Attn: Office of Innovation
and Economic Development
915 I Street, 4th Floor
Sacramento CA 95814

DEED OF TRUST AND ASSIGNMENT OF RENTS

FONG RANCH SELLER CARRYBACK LOAN

For purposes of this Deed of Trust the following capitalized terms shall have the meanings ascribed in the space adjacent to them:

TERM DEFINITION
“Effective Date”
“Trustor” and
“Borrower”
Anton Fong Ranch Owner, LLC, a Delaware Limited Liability Company “Borrower
Address”
c/o Anton DevCo, Inc.
1610 R Street, Sacramento, CA 95811
“Trustee”
“Beneficiary”
and
“Lender”
City of Sacramento, a municipal corporation
“Lender
Address”
915 I Street, Sacramento, California 95814

“Property”
Which is real property located in the County of Sacramento and the State of California as more particularly described in the attached Legal Description.

Address and Assessor’s
Parcel Number (APN)
____ Fong Ranch Road, Sacramento CA
95834
APN: _________________
“Legal
Description”
The Legal Description of the Property which is more particularly described in the attached Exhibit 1 Legal Description, which is incorporated in and an integral part of this Deed of Trust “Loan” Which is Lender’s loan to Borrower evidenced by the Note and which is secured by this Deed of Trust.
“Loan
Agreement”
Which is the agreement between Lender and Borrower stating the terms and conditions of the Loan.

Which is dated:

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Purchase and Sale Agreement 85 Dated: 12-21-21
Fong Ranch

“Note”
Which is Borrower's promissory note made in accordance with the Loan Agreement evidencing the following principal sum or such lesser amount as shall equal the aggregate amount disbursed to Borrower by Lender, with interest.

Which has a principal sum of One Million Four Hundred and Fifty Five Thousand Dollars and No Cents
($1,455,000.00)

“Regulatory
Agreement”
Which is that certain Regulatory for Residential Rental Property and Declaration of Restrictive Covenants Affecting Real Property entered into by and between Borrower and Lender as additional consideration for Lender making the Loan.

Which is dated:

THIS DEED OF TRUST is made as of the Effective Date between the Trustor also referenced as the Borrower, the Trustee, and the Beneficiary also referenced as Lender.

Borrower, in consideration of the indebtedness described below and the trust created by this Deed of Trust, irrevocably grants and conveys the Property to Trustee, in trust with power of sale.

Together with all the improvements now or subsequently erected on the property, and all easements, rights, appurtenances, rents (subject, however, to the rights and authorities given to Lender to collect and apply such rents), royalties, mineral, oil and gas rights and profits, water, water rights, and water stock, and all fixtures, including but not limited to all gas and electric fixtures, engin es and machinery, radiators, heaters, furnaces, heating equipment, steam and hot water boilers, stoves, ranges, elevators and motors, bathtubs, sinks, water closets, basins, pipes, faucets and other plumbing a nd heating equipment, cabinets, mantels, refrigerating plant and refrigerators, whether mechanical or otherwise, cooking apparatus and appurtenances, furniture, shades, awnings, screens, venetian blinds and other furnishings, now or hereafter attached to the property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the property covered by this Deed of Trust; and all of the foregoing, together with said property (or the leasehold estate if this Deed of Trust is on a leasehold) are referred to as the "Property";

To secure to Lender: (a) the repayment of the Loan; and (b) the performance of the covenants and agreements of Borrower contained in this Deed of Trust, the Note, the Loan Agreement, and the Regulatory Agreement.

Borrower covenants that Borrower is lawfully seized of the estate conveyed by this Deed of Trust and has the right to grant and convey the Property, and that Borrower will warrant and defend generally the titl e of the Property against all claims and demands, subject to any declarations, easements or restrictions listed in a schedule of exceptions to coverage in any title insurance policy insuring Lender's interest in the Property.

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Borrower and Lender covenant and agree as follows:

1. Payment of Principal and Interest. Borrower shall promptly pay when due the principal and interest on the indebtedness evidenced by the Note. All payments received by Lender under the Note shall be applied by Lender first to interest payable on the Note and thereafter to the unpaid principal of the Note.

2. Charges; Liens. Borrower shall pay all taxes, assessments and other charges, fines and impositions attributable to the Property by Borrower making payment, when due, directly to the appropriate payee. Borrower shall promptly furnish to Lender all notices of amounts due under this paragraph, and in the event that Borrower makes payment directly, Borrower shall promptly furnish to Lender receipts evidencing such payments. Borrower shall pay when due any encumbrance, charge and lien, with interest in accordance with its terms, on the Property or any portion which is inferior or superior to this Deed of Trust.

3. Liability and Hazard Insurance. Borrower shall keep comprehensive general liability and hazard insurance for the Property in a form and coverage consistent with the requirements of the senior lender providing the construction and permanent financing for improvement of the Property. If the Property is acquired by Lender pursuant to this Deed of Trust, all right, title and interest of Borrower in and to any insurance policies and proceeds of such policies resulting from damage to the Property shall pass to Lender to the extent of the sums secured by this Deed of Trust.

4. Preservation and Maintenance of Property. Borrower shall keep the Property in good repair and shall not commit waste or permit impairment, demolition, or deterioration of the Property.

5. Protection of Lender's Security. Borrower shall appear and defend any action or proceeding purporting to affect the security under this Deed of Trust or the rights of the Lender. If Borrower fails to perform the covenants and agreements contained in this Deed of Trust, or if any action or proceeding is commenced which materially affects Lender's interest in the Property, including, but not limited to, foreclosure, involuntary sale, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then Lender may, upon notice to Borrower, make such appearances, disburse such sums and take such actions as are necessary to protect Lender's interest, including, but not limited to, disbursement of judgments, costs or reasonable attorney's fees and entry upon the Property to make repairs.

Any amounts disbursed by Lender pursuant to this Section 5, with interest, shall become additional indebtedness of Borrower secured by this Deed of Trust. Unless Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from Lender to Borrower requesting payment, and shall bear interest from the date of disbursement at the highest rate permissible under applicable law. In any event, this Section

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Purchase and Sale Agreement 87 Dated: 12-21-21
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5 shall be construed as a right and an option of Lender and shall not be construed to require Lender to incur any expense or take any action.

6. Inspection. Lender, by its designated representative, may make reasonable entries upon and inspections of the Property, provided that Lender shall give Borrower and any occupant of the Property reasonable prior notice of any such inspection.

7. Condemnation. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of all or any part of the Property, or for conveyance in lieu of condemnation, shall be applied as provided in the Loan Agreement. If the Property is abandoned by Borrower, or if, after notice by Lender to Borrower that the condemnor offers to make an award or settle a claim for damages, Borrower fails to respond to Lender within 30 days after the date such notice is mailed, Lender is authorized to collect and apply the proceeds, at Lender's option, either to restoration or repair of the Property or to the sums secured by this Deed of Trust. Unless Lender and Borrower otherwise agree in writing, any such application of proceeds to principal shall not extend or postpone the due date of any payment or change the amount of such payment.

8. Borrower Not Released. Extension of the time for payment of the sums secured by this Deed of Trust granted by Lender to Borrower or any successor in interest of Borrower shall not operate to release, in any manner, the liability of the original Borrower and Borrower's successors in interest. Lender shall not be required to commence proceedings against such successor or refuse to extend time payment by reason of any demand made by the original Borrower or Borrower's successors in interest.

9. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or remedy under this Deed of Trust, or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of the indebtedness secured by this Deed of Trust.

10. Remedies Cumulative. All remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust, the Note, the Loan Agreement or afforded by law or equity, and may be exercised concurrently, independently or successively.

11. Successors and Assigns Bound; Joint and Several Liability; Captions. The covenants and agreements contained in this Deed of Trust shall bind, and the rights under this Deed of Trust shall inure to, the respective successors and assigns of Lender and Borrower, subject to the provisions of Section 14. All covenants and agreements of Borrower shall be joint and several. The captions and headings of the paragraphs of this Deed of Trust are for convenience only and are not to be used to interpret or to define its provisions.

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Purchase and Sale Agreement 88 Dated: 12-21-21
Fong Ranch

12. Notice. Except for any notice required under applicable law to be given in another manner, any notice to be given under this Deed of Trust shall be given as provided for in the Loan Agreement. Any notice provided for in this Deed of Trust shall be deemed to have been given to Borrower or Lender when given in the manner designated.

13. Governing Law; Severability. This Deed of Trust shall be governed by the law of the State of California. If any term or provision of this Deed of Trust shall, to any extent, be held invalid or unenforceable, the remainder of this Deed of Trust shall remain in full force and effect and the invalid or unenforceable provision shall be valid and enforceable as to any other person or circumstance.

14. Acceleration on Transfer or Refinancing of the Property; Assumption. Except as otherwise provided in the Loan Agreement, if all or any part of the Property or an interest in the Property is sold or transferred or refinanced by Borrower without Lender's prior written consent, Lender may, at Lender's option, declare all the sums secured by this Deed of Trust to be immediately due and payable. Lender shall have waived such option to accelerate if, prior to the refinancing, sale or transfer, Lender and the person to whom the Property is to be sold or transferred reach agreement in writing that the loan may be assumed. If Lender has waived the option to accelerate provided in this Section 14 and if Borrower's successor in interest has executed a written assumption agreement accepted in writing by Lender, Lender shall release Borrower from all obligations under this Deed of Trust and the Note.

If Lender exercises such option to accelerate, Lender shall mail Borrower notice of acceleration. Such notice shall provide a period of not less than 30 days from the date the notice is mailed within which Borrower, or any of its principals or anyone with a substantial legal interest in Borrower, may pay the sums declared due. If Borrower fails to pay such sums prior to the expiration of such period, Lender may, without further notice or demand on Borrower, invoke any remedies permitted by this Deed of Trust.

15. Acceleration on Breach; Remedies. Except as provided in Section 14, upon Borrower's breach of any covenant or agreement of Borrower in this Deed of Trust, the Note, (including the covenants to pay when due any sums secured by this Deed of Trust and restricting transfer of the Property), the Regulatory Agreement, or Loan Agreement, Lender shall mail notice to Borrower specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, no less than 30 days from the date the notice is mailed to Borrower, by which breach must be cured; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Property. If the breach is not cured on or before the date specified in the notice, Lender at Lender's option may declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by applicable law. Lender shall be entitled to collect from the Borrower, or sale proceeds, if any, all reasonable costs and expenses incurred in pursuing the remedies provided in this Section, including, but not

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Purchase and Sale Agreement 89 Dated: 12-21-21
Fong Ranch
limited to reasonable attorney's fees. The tax credit limited partner shall have the right but not the obligation to cure a default hereunder on behalf of Borrower on the same terms as cure by Borrower.

If Lender invokes the power of sale, Lender shall execute or cause Trustee to execute a written notice of the occurrence of an event of default and of Lender's election to cause the Property to be sold and shall cause such notice to be recorded in each county in which any portion of the Property is located. Lender or Trustee shall mail copies of such notice in the manner prescribed by applicable law to Borrower and to the other persons prescribed by applicable law . Trustee shall give public notice of sale to the persons and in the manner prescribed by applicable law. After the lapse of such time as may be required by applicable law, Trustee, without d emand on Borrower, shall sell the Property at public auction to t he highest bidder at the time and place and under the terms designated in the notice of sale, in one or more parcels and in such order as Trustee may determine. Trustee may postpone sale of all or any parcel of the Property by public announcement at the time and place of any previously scheduled sale. Lender or Lender's designee may purchase the Property at any sale.

Trustee shall deliver to the purchaser a Trustee's deed conveying the Proper ty so sold without any covenant or warranty, expressed or implied . The recitals in the Trustee's deed shall be prima facie evidence of the truth of the statements it contains. Trustee shall apply the proceeds of the sale in the following order:

(a) to all reasonable costs and expenses of the sale, including, but not li mited to, reasonable Trustee's and attorney's fees and costs of title evidence; (b) to all sums secured by this Deed of Trust; and (c) the excess, if any, to the person or persons legally entitled thereto as determined by Lender. In the event of a dispute regarding the excess funds, either Lender or Trustee may file an action in interpleader to determine who shall receive the funds and may then deposit the excess funds with the court.

16. Assignment of Rents; Appointment of Receiver; Lender in Possession. As additional security, Borrower assigns to Lender the rents of the Property, provided that Borrower shall, prior to an acceleration for breach as provided above or abandonment of the Property, have the right to collect such rents as they become due.

Upon acceleration for breach or abandonment of the Property, Lender, in person, by agent or by judicially appointed receiver shall be entitled to enter upon, take possession of and manage the Property and to collect the rents of the Property including those past d ue. All rents collected by Lender, its agent, or the receiver shall be applied first to payment of the costs of management of the Property and collection of rents, including, but not limited to receiver's fees, premiums on receiver's bonds and reasonable attorney's fees, and then to the sums secured by this Deed of Trust. Lender, its agent and the receiver shall be liable to account only for those rents actually received.

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Purchase and Sale Agreement 90 Dated: 12-21-21
Fong Ranch

17. Senior Lienholder. The provisions of this Deed of Trust shall operate subject to the claims of senior lienholders to the extent of such claims.

18. Nonrecourse. Notwithstanding any provision of this Deed of Trust or any document evidencing or securing the Loan, Borrower, and Borrower’s principals, agents, officers, and successors in interest shall not be personally liable for the payment of the Loan or any obligation of the Loan, and in the event of a default Lender shall look solely to the Property subject to this Deed of Trust and to the rents, issues and profits thereof in satisfaction of the indebtedness evidenced by the Note; provided, that nothing in this condition and no action so taken shall operate to impair any obligation of Borrower under the Regulatory Agreement.

19. Reconveyance. Upon payment of all sums secured by this Deed of Trust, Lender shall request Trustee to reconvey the Property and shall surrender this Deed of Trust and all notes evidencing indebtedness secured by this Deed of Trust to Trustee. Trustee shall reconvey the Property without warranty and without charge to the person or persons legally entitled to such reconveyance. Such person or persons shall pay all costs of recordation, if any. The recitals in the reconveyance of any matters or facts shall be conclusive proof of their truthfulness.

20. Substitute Trustee. Lender, at Lender's option, may from time to time remove Trustee and appoint a successor trustee to any Trustee appointed under this Deed of Trust.

Without conveyance of the Property, the successor trustee shall succeed to all the title, power and duties conferred upon the Trustee by this Deed of Trust and applicable law.

21. Request for Notice. Borrower and each party listed to receive notices under a subordination agreement executed by Lender may request that copies of the notice of default and notice of sale be sent to their respective addresses.

22. Statement of Obligation. Lender may collect a reasonable fee for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California, as it may be amended from time to time.

23. Use of Property. Borrower shall not permit or suffer the use of any of the Property for any purpose other than the use for which the same was intended at the time this Deed of Trust was executed.

IN WITNESS WHEREOF, Borrower has executed this Deed of Trust as of the Effective Date.

BORROWER (Trustor):

By: _____________________
Name:

Title:
[attach notary acknowledgment]

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Purchase and Sale Agreement 91 Dated: 12-21-21
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EXHIBIT 1

LEGAL DESCRIPTION