Sacramento City Council
November 15, 2022

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2022-01631 11/15/2022 Public Hearing Item 33.

Northview Pointe: Re-Tax Equity and Fiscal Responsibility Act (TEFRA) and Approval of Final Bond and Loan Documents (Noticed 11/1/2022) [Published for 10-Day Review 11/03/2022] File ID: 2022-01631
Location: 2314 Northview Drive, Sacramento, CA 95833, District 3 Recommendation: Adopt : 1) a City Council Resolution indicating the City Council has conducted a TEFRA public hearing related to the proposed construction and financing of Northview Pointe (Project); 2) a Housing Authority Resolution authorizing the Executive Director or designee to a) issue, execute, and deliver mortgage revenue bonds of up to $27 million for the financing of the Project; b) execute and deliver necessary documents relating thereto, c) approve all actions taken by officers and agents of the Housing Authority deemed necessary or advisable to issue and deliver the bonds.

Contact: Christine Weichert, Director of Housing Finance, (916) 440-1353, [email protected]; Sacramento Housing and Redevelopment Agency
Presenter: Seth Wight, Housing Finance Analyst, (916) 440-1375, [email protected]; Sacramento Housing and Redevelopment Agency
Attachments:
1-Description/Analysis
2-City Council Resolution - Re-TEFRA
3-Housing Authority Resolution - Bonds
4-Exhibit A: Public Disclosures Relating to Conduit Revenue Obligations 5-HOME Loan Documents
6-Vicinity Map
7-Project Renderings
8-Residential Project Summary
9-Maximum Income and Rent Limits
Additional Description/Analysis
Issue Detail: On August 17, 2021, the City Council (Council) conducted a Tax Equity and Fiscal Responsibility Act (TEFRA) public hearing, and the Housing Authority Board (Board) adopted Resolution 2021-0014, approving the Housing Authority of the City of Sacramento to provide a bond issuance not to exceed $27 million for financing the acquisition, construction, and development of Northview Pointe (Project).

File ID: 2022-01631 11/15/2022 Public Hearing Item 33.

Also on August 17, 2021, the Council adopted Resolution 2021-0253 approving a $2.5 million loan commitment comprised of HOME program funds and authorizing the Sacramento Housing and Redevelopment Agency (Agency) to enter into the Funding Commitment with Northview Pointe LP, or related entity (Developer).

On March 16, 2022, HACS and the Developer submitted a joint application for four percent Low- Income Housing Tax Credits (LIHTC) from the California Tax Credit Allocation Committee (CTCAC) and tax-exempt mortgage revenue bonds (MRB) from California Debt Limit Allocation Committee (CDLAC) for the acquisition, construction, and permanent financing of the Project. On June 15, 2022, the Project was successfully awarded Low-Income Housing Tax Credits and mortgage revenue bonds.

The TEFRA expired on August 17, 2022, and the closing of project financing is anticipated in December 2022. Therefore, staff is recommending adoption of the Re-TEFRA, and approval of the final tax-exempt mortgage revenue bonds documents.

Development
: Northview Pointe is a new construction development on 1.23 acres of land located at 2314 Northview Drive, Sacramento, CA 95833. The development comprises 67 units, including 66 studio units and one two-bedroom manager’s unit. The manager’s unit is not income restricted, and the balance of units will be restricted to low-income households experiencing homelessness and will be supported by 66 Project Based Vouchers (PBV). A vicinity map is included in Attachment 5, and renderings of the Project are included in Attachment 6.

The proposed project consists of three two-story garden apartment buildings developed around two common courtyard spaces, and all units open to the outside. All units will be furnished with a bed, mattress, table, and chair. Unit kitchens will include a refrigerator with freezer combination, electric oven and range, and garbage disposal. All apartments will have high-efficiency lighting and bathroom humidistat fans. Central air conditioning and forced air heat will be provided. Apartment kitchens will have wood-construction cabinets, solid surface countertops, and stainless-steel sinks. Microwave shelving will also be provided. All apartment bathrooms will have a vanity and solid surface countertop with a sink and bathtub or shower.

The common areas and amenities will include an on-site management office and offices for case managers and a resident services coordinator, a resident lounge/meeting room with TV and seating, a resident community room with a full kitchen, and a meeting/conference room, as well as landscaping including common hardscape and softscape courtyards. Buildings are planned with flat- top roofs and parapets in order to provide a platform for solar photovoltaic arrays and mechanical equipment. Perforated metal screening around parts of the buildings will filter sunlight and provide shading in the interior common areas. The development will include 14 on-site, gated off-street parking spaces for staff and resident use.

Project-Based Vouchers:

The Agency awarded 66 PBV to house homeless households at Northview Pointe on June 18, 2021. All 66 subsidized households will pay 30 percent of their adjusted

File ID: 2022-01631 11/15/2022 Public Hearing Item 33.
household income as rent.

Developer: Excelerate Housing Group LLC, or related entity, will serve as the Developer. The Developer is a for-profit company that was founded in 2019. While a relatively new developer, the principals have 35 years of collective experience developing approximately 3,000 units of affordable housing in Southern California with both nonprofit and for ‐
profit developers.

Property Management:

The project will be managed by the John Stewart Company (JSCo), an experienced property management firm with over 40 years of experience operating affordable apartment communities. Currently, JSCo manages over 620 properties consisting of approximately 47,000 residential units, including approximately 39,000 affordable units and 945 permanent supportive housing units. Agency staff has reviewed JSCo’s qualifications and the management plan and has found that the proposed management company meets Agency requirements.

Supportive Services:

Resident Services will be provided by HOPE Cooperative also known as TLCS, Inc. (TLCS), a leading provider of mental health and supportive housing services for people with mental health challenges in the County of Sacramento for 37 years. A minimum of 15 hours per week of on-site resident services will be provided. Resident services programs will include workforce development support and activities, adult education, socialization activities, and other services including transportation assistance and counseling assistance.

Additionally, TLCS will dedicate three full-time Case Managers and one full-time Resident Services Coordinator to the Project, which will be paid for using funds provided by the recently implemented California Advancing and Innovating Medi-Cal Initiative (CalAIM), which is administered by the California Department of Health Care Services (DHCS). CalAIM is a multi-year initiative by DHCS to improve the quality of life and health outcomes by implementing a broad delivery system and program and payment reform across the Medi-Cal program. Agency staff has reviewed TLCS’s qualifications and the resident services plan and has found that the proposed resident services provider meets Agency requirements.

Security Plan:

Agency staff has reviewed and approved the security plan, which includes 20 hours of desk clerk coverage each day and 24/7 on-call security patrol service. The property will have a secure perimeter and will be completely fenced. A keypad/fob entry system will be used for driveway access, with one drive entrance for emergency vehicles only. Surveillance cameras and exterior lighting will be used throughout the property.

Project Financing:

The proposed financing of the Project includes tax-exempt bonds, tax credit equity, a Multifamily Housing Program loan from the California Department of Housing and Community Development, a deferred developer fee, and an Agency loan totaling $2.5 million of HOME funds to be used for the acquisition, construction and permanent financing of the Project. A Project Summary and Proforma are included as Attachments 7 and 8.

File ID: 2022-01631 11/15/2022 Public Hearing Item 33.

Low-Income Set Aside Requirements: As a condition of receiving tax credits, federal law requires that developments be set aside for targeted income groups. Income restrictions from LIHTC financing require that 20 percent of the units have rents that are affordable to households with income up to 50 percent of the AMI. The Agency further requires at least 15 percent of the units to have rents affordable to households with income up to 50 percent AMI and at least 5 percent of the units to have rents affordable to households with income up to 30 percent AMI, based on financial feasibility. The affordability restrictions will be specified in regulatory agreements between the Agency and the Developer. A schedule of maximum income and rents are included in Attachment 9.

Affordability requirements are summarized in the table below:

Affordability Restriction (55 years) Units % Of Units
Extremely Low Income (15% AMI) 20 30%
Extremely Low Income (20% AMI) 37 56%
Extremely Low Income (30% AMI) 9 14%
Management Unit (Exempt) 1 excluded
Total 67 100%
Policy Considerations: The recommended actions are consistent with 1) the Agency’s approved Multifamily Lending and Mortgage Revenue Bond Policies, Priority 2 - New Construction (Resolution No. 2019- 0425 and Housing Authority Resolution No. 2019-022), and Priority 2(i), Permanent Supportive Housing and Homeless Housing; and 2) the 2013-2021 Housing Element, which encourages the provision of a variety of quality housing types to encourage neighborhood stability, including options for extremely low-income households (Resolution No. 2013-415). The Sacramento City Code Section 4.04.020 and Council Rules of Procedure (Chapter 7, Section E.2.d) mandate that unless waived by a 2/3 vote of the City Council, all labor agreements and all agreements greater than $1 million shall be made available to the public at least ten (10) days prior to council action. This item was published for 10-day review on November 3, 2022, in compliance with the City Code.

Economic Impacts: The Northview Pointe Apartments multi-family residential project is expected to create approximately 388 total jobs (219 direct jobs and 168 jobs through indirect and induced activities) and create $33,136,428 in total economic output ($20,198,717 of direct output and another $12,937,710 of output through indirect and induced activities). The indicated economic impacts are estimates calculated using a calculation tool developed by the Center for Strategic Economic Research (CSER). CSER utilized the IMPLAN input-output model (2009 coefficients) to quantify the economic impacts of a hypothetical $1 million of spending in various construction categories within the City of Sacramento in an average one-year period. Actual impacts could differ significantly from the estimates and neither the City of Sacramento nor CSER shall be held responsible for consequences resulting from such differences.

Environmental Considerations:

File ID: 2022-01631 11/15/2022 Public Hearing Item 33.

California Environmental Quality Act (CEQA): The project has been found to be eligible for Ministerial approval through the City of Sacramento Ministerial Approval of Infill Housing Development Projects permit and is therefore not subject to California Environmental Quality Act review.

National Environmental Policy Act (NEPA): An Environmental Assessment was prepared pursuant to NEPA requirements under Title 24, Code of Federal Regulations (CFR) Part 58 and it was found that with mitigation measures incorporated, the project will not result in a significant impact on the quality of the human environment.

Sustainability: The proposed project has been reviewed for consistency with the goals, policies, and targets of the City of Sacramento’s 2035 General Plan. If approved, this project will advance Goal ER 6.1 - Improved Air Quality. This is accomplished by reducing the use of fossil fuels and promoting energy-efficient building design and site planning.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: The actions recommended in this report support the Agency’s ability to continue to fulfill its mission of providing a range of affordable housing opportunities in the City and are consistent with the Agency’s approved Multifamily Lending and Mortgage Revenue Bond Policies, and the City of Sacramento’s 2013-2021 Housing Element as part of Sacramento’s 2035 General Plan.

Financial Considerations: The Agency loan for Northview Pointe is comprised of $2.5 million of HOME funds. The Agency will collect an Annual Administrative Fee (Fee) equal to $25,000 per year as compensation for monitoring compliance with regulatory restrictions and administration of the loan and bond amounts. The Developer will be responsible for payment of all costs and fees relating to the bonds. Mortgage revenue bonds do not represent a financial obligation of the Agency, Housing Authority, or City of Sacramento.

Local Business Enterprise (LBE): Local Business Enterprise requirements do not apply to this report. Minority and Women’s Business Enterprise requirements and Section 3 will be applied to all activities to the greatest extent feasible and as required by federal funding and in accordance with the Agency’s Section 3 Economic Opportunity Plan. The Developer and general contractor will work with the Agency’s Section 3 Administrator, the Sacramento Employment and Training Agency, the Greater Sacramento Urban League, or similar entities, to promote employment opportunities.

RESOLUTION NO. 2022-
Adopted by the Sacramento City Council
on date of
NORTHVIEW POINTE APARTMENTS: APPROVAL OF THE ISSUANCE

OF OBLIGATIONS BY THE HOUSING AUTHORITY OF THE CITY OF

SACRAMENTO ON BEHALF OF EXCELERATE HOUSING G ROUP
LLC

BACKGROUND
A. The Housing Authority of the City of Sacramento, a housing authority organized and existing under the laws of the State of California (the "Authority”), proposes a plan of financing providing for the issuance of exempt facility bonds for a qualified residential rental project pursuant to Section 142(a)(7) of the Internal Revenue Code of 1986 (the “Code”) in one or more series issued from time to time, including bonds issued to refund such exempt facility bonds in one or more series from time to time, and at no time to exceed $27 million (the “Obligations”) and to lend the proceeds thereof to [Borrower] or a part nership of which Excelerate Housing Group LLC (the “Developer”) or a related person to the Developer is the general partner , to be used to provide funds to finance or refinance the acquisition, construction, and development of a multifamily housing residential facility to be located at 2314 Northview Drive , in the City of Sacramento, California.

B. Section 147(f) of the Code requires the execution and delivery of the Obligations to be approved by the City Council of the City (the "City Council"), as the elected representative of the City of Sacramento and the host jurisdiction of the subject multifamily housing residential facility, after a public hearing has been held following reasonable and proper notice.

C. A public hearing was held by the City Council on November 15, 2022, following duly published notice thereof, and all persons desiring to be heard have been heard.

D. It is in the public interest and for the public benefit that the City Council, as the elected representative of the City of Sacramento and the host jurisdiction of the subject multifamily housing residential facility, approve the execution and delivery by the Authority of the Obligations.

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

Section 1. The City Council of the City of Sacramento hereby finds, determines , and declares that issuance by the Authority of the Obligations in the maximum principal amount of $27 million for the purposes described above is hereby approved.

Section 2. This resolution shall take effect immediately upon its adoption.

RESOLUTION NO. 2022 –

Adopted by the Housing Authority of the City of Sacramento

on date of

NORTHVIEW POINTE: A RESOLUTION OF THE HOUSING AUTHORITY OF THE

CITY OF SACRAMENTO AUTHORIZING THE EXECUTION AND DELIVERY OF

MULTIFAMILY HOUSING REVENUE NOTES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $27,000,000 FOR THE FINANCING OF A MULTIFAMILY

RENTAL HOUSING PROJECT TO BE GENERALLY KNOWN AS NORTHVIEW POINTE; AUTHORIZING THE EXECUTION AND DELIVERY OF A FUNDING LOAN

AGREEMENT, A BORROWER LOAN AGREEMENT, A REGULATORY

AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS AND OTHER DOCUMENTS RELATING THERETO; AND APPROVING OTHER ACTIONS AND

MATTERS RELATING THERETO

BACKGROUND

A. The Housing Authority of the City of Sacramento (the “Authority”) is authorized by Chapter 1 of Part 2 of Division 24 of the California Health and Safety Code (commencing with Section 34200) (the “Act”) to issue and sell revenue obligations for the purpose of making loans or otherwise providing funds to finance the acquisition, construction, rehabilitation and development of multifamily residential rental housing projects, including units for households meeting the income limits set forth in the Act.

B. The governing board of the Authority (the “Board”) hereby finds and declares that it is nece ssary, essential and a public purpose for the Authority to finance multifamily housing projects pursuant to the Act, in order to increase and maintain the supply of multifamily housing in the City of Sacramento (the “City”) available to persons and familie s within the income limitations established by the Act.

C. The proceeds of such obligations issued by a housing authority may be loaned to a nongovernmental owner of multifamily housing, who shall be responsible for the payment of such obligations, to allow such nongovernmental owner to reduce the cost of operating such housing and to assist in providing housing for low and very low income persons.

D. Northview Pointe LP, a California limited partnership , and entities related thereto (collectively, the “Borrower”), has requested the Authority execute and deliver its Housing Authority of the City of Sacramento Multifamily Housing Revenue Note (Northview Pointe ) 20 22 Issue D (the “ Tax-Exempt Note”) and its Housing Authority of the City of Sacramento Multifamily H ousing Revenue Note (Northview Pointe) 2022 Issue D -T (Taxable) (the “Taxable Note” and together with the Tax -Exempt Note, the Notes”) , in one more series or sub -series, and loan the proceeds thereof to the Borrower to finance the acquisition and construction of a 67-unit multifamily rental housing development, to be located in the City, and to be commonly known as Northview Pointe (the “Project”); and

E. On June 15, 2022 , the Authority received an allocation in the amount of $15,950,000 (the “Allocation Amou nt”) from the California Debt Limit Allocation Committee in connection with the Project.

F. The City Council of the City has by resolution approved the execution and delivery of the Notes by the Authority, following notice and a public hearing as required by Section 147(f) of the Internal Revenue Code of 1986, as amended.

G. The Authority is willing to execute and deliver the Notes in an aggregate principal amount not to exceed $ 27,000,000, provided that the portion of such Notes executed and delivered as fede rally tax-exempt obligations shall not exceed the Allocation Amount, and to loan the proceeds thereof to the Borrower to assist in providing financing for the Project, which will allow the Borrower to reduce the cost of the Project and to assist in providi ng housing for persons of low and very low income.

H. The Notes will be privately placed with Umpqua Bank (the “Funding Lender”), as the initial holder of the Notes, in accordance with the Authority’s policies.

I. There have been prepared and made available to the Board the following documents required for the execution and delivery of the Notes, and such documents are now in substantial form and appropriate instruments to be executed and delivered for the purposes intended:

(1) Funding Loan Agreement (the “ Funding Loan Agreement ”) to be entered into between the Funding Lender and the Authority;

(2) Borrower Loan Agreement (the “ Borrower Loan Agreement ”) to be entered into between the Authority and the Borrower;

(3) Regulatory Agreement and Declaration of Restrictive Cov enants (the “Regulatory Agreement”) to be entered into between the Authority and the Borrower, with respect to the Project; and

J. The Authority hereby finds and declares that this resolution is being adopted pursuant to the powers granted by the Act.

K. All conditions, items and acts required to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of the Notes as contemplated by this resolution and the documents referred to herein will exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act.

L. Pursuant to Section 5852.1 of the California Government Code, the Authority, as a conduit financing provider, has received certain representations and good faith estimates from the Borrower and has disclosed such good faith estimates as set forth on Exhibit A attached hereto.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE HOUSING AUTHORITY OF THE CITY OF SACRAMENTO RESOLVES AS FOLLOWS:

Section 1. The Authority hereby finds and declares that the above recitals are true and correct.

Section 2. Pursuant to the Act and the Funding Loan Agreement , the execution and delivery of the Tax-Exempt Note designated as “Housing Autho rity of the City of Sacramento Multifamily Housing Revenue Note (Northview Pointe) 2022 Issue D,” and the Taxable Note designated as “Housing Authority of the City of Sacramento Multifamily Housing Revenue Note (Northview Pointe) 2022 Issue D -T (Taxable),” is hereby authorized, including, if and to the extent necessary, one or more series or sub-series, with appropriate modifications and series and sub -series designations as necessary, in an aggregate principal amount not to exceed $ 27,000,000; provided tha t the aggregate principal amount of any tax-exempt Note issued shall not exceed the Allocation Amount.

Section 3. The Notes shall be executed and delivered in the form set forth in and otherwise in accordance with the Funding Loan Agreement, and shall b e executed on behalf of the Authority by the manual signature of the Executive Director of the Authority, or a designee thereof, acting alone (each an “Authorized Officer”), with such changes, deletions and insertions as may be approved by such Authorized Officers and legal counsel to the Authority, such approvals being conclusively evidenced by the execution and delivery thereof. The Notes shall be secured in accordance with the terms of the Funding Loan Agreement presented to this meeting, as hereinafter approved, and the Clerk of the Sacramento Housing and Redevelopment Agency or such designee (the “Clerk”) is hereby authorized and directed, if required, to attest the Notes in said form by manual or facsimile signature thereof. The Notes shall be secure d in accordance with the terms of the Funding Loan Agreement presented to this meeting, as hereinafter approved.

Section 4. Payment of the principal and purchase price of, and prepayment premium, if any, and interest on, the Notes shall be made solely fro m amounts pledged thereto under the Funding Loan Agreement, and the Notes shall not be deemed to constitute a debt or liability of the Authority, the City of Sacramento, the Sacramento Housing and Redevelopment Agency or any commissioners of the Board.

Section 5. The Funding Loan Agreement in the form on file with the Clerk, is hereby approved. The Authorized Officers, each acting alone, are hereby authorized for and on behalf of the Authority to execute by manual signature and deliver the Funding Loan Ag reement with such changes, additions or deletions as may be approved by such Authorized Officer and legal counsel to the Authority, such approvals to be conclusively evidenced by the execution and delivery thereof. The date, maturity date or dates (which shall not be more than 45 years from the date of execution and delivery thereof), interest rate or rates (which shall not exceed 12%), interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of pre payment and other terms of the Notes shall be as provided in the Funding Loan Agreement as finally executed.

Section 6. The Borrower Loan Agreement in the form on file with the Clerk, is hereby approved. The Authorized Officers, each acting alone, are he reby authorized for and on behalf of the Authority to execute by manual signature and deliver the Borrower Loan Agreement with such changes, additions and deletions as may be approved by such Authorized Officer and legal counsel to the Authority, such appr ovals to be conclusively evidenced by the execution and delivery thereof.

Section 7. The Regulatory Agreement in the form on file with the Clerk, is hereby approved. The Authorized Officers, each acting alone, are hereby authorized for and on behalf of t he Authority to execute by manual signature and deliver the Regulatory Agreement with such changes, additions or deletions as may be approved by such Authorized Officer and legal counsel to the Authority, such approvals to be conclusively evidenced by the execution and delivery thereof.

Section 8. The Authority is hereby authorized to execute and deliver the Notes to the Funding Lender pursuant to the terms and conditions of the Funding Loan Agreement.

Section 9. The Notes, when executed, shall be delivered to the Funding Lender upon receipt of the initial installment of the purchase price of the Notes.

Section 10. All actions heretofore taken by the officers and agents of the Authority with respect to the financing of the Project and the execution and del ivery of the Notes are hereby approved, confirmed and ratified, and the proper officers of the Authority, including the Authorized Officers, are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things an d take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful execution and delivery of the Notes in accordance with this Resol ution, including but not limited to a tax certificate, loan related documents, an assignment of deed of trust, a subordination or intercreditor agreement, an endorsement, allonge or assignment of any note and such other documents, certificates, agreements and other documents described in the Funding Loan Agreement, the Borrower Loan Agreement and the Regulatory Agreement and other documents herein approved.

Section 11. All consents, approvals, notices, orders, requests and other actions permitted or requir ed by any of the documents authorized by this Resolution, whether before or after the execution and delivery of the Notes, including without limitation any of the foregoing that may be necessary or desirable in connection with any default under or amendment of such documents, any transfer or other disposition of the Project, any addition or substitution of security for the Notes, or any prepayment of the Notes, may be given or taken by any Authorized Officer, as appropriate, without further authorization by the Board, and each such officer is hereby authorized and directed to give any such consent, approval, notice, order or request and to take any such action that such officer may deem necessary or desirable to further the purposes of this Resolution and th e financing of the Project; provided such action shall not create any obligation or liability of the Authority other than as provided in the Funding Loan Agreement and other documents approved herein. The documents authorized herein may be dated such date , and different issue or series designations given to any Notes, as may be appropriate to indicate when such Notes are actually sold or delivered or the nature of such Notes.

Section 12. This Resolution shall take effect immediately upon its adoption.

Table of Contents:

Exhibit A: Public Disclosure Relating to Conduit Revenue Obligations Attachment 4

EXHIBIT A

PUBLIC DISCLOSURES RELATING TO CONDUIT REVENUE OBLIGATIONS

Pursuant to California Government Code Section 5852.1, the borrower (the “Borrower”) identified below has provided the following required information to the Housing Authority of the City of Sacramento (the “Housing Authority”) prior to the Housing Authority’s regular meeting (the “Meeting”) of its Housing Authority Board (the “Board”) at which Meeting the Board will consider the authorization of conduit revenue obligations (the “Bonds”) as identified below.

1. Name of Borrower: Northview Pointe L.P., a California limited partnership

2. Authority Meeting Date: November 15, 2022

3. Name of Bond Issue / Conduit Revenue Obligations: Not to exceed $27,000,000 Housing Authority of the City of Sacramento Multifamily Housing Revenue Bonds (Pass-Through – Northview Pointe).

4. _X Private Placement Lender or Bond Purchaser, __ Underwriter or ___ Financial Advisor (mark one) engaged by the Borrower from which the Borrower obtained the following required good faith estimates relating to the Bonds:

(A) The true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the new issue of Bonds (to the nearest ten- thousandth of one percent): 5.00%

(B) The finance charge of the Bonds, which means the sum of all fees and charges paid to third parties: $317,450

(C) The amount of proceeds received by the public body for sale of the Bonds less the finance charge of the bonds described in subparagraph (B) and any reserves or capitalized interest paid or funded with proceeds of the Bonds:
$127,204

(D) The total payment amount, which means the sum total of all payments the borrower will make to pay debt service on the Bonds plus the finance charge of the Bonds described in subparagraph (B) not paid with the proceeds of the Bonds (which total payment amount shall be calculated to the final maturity of the Bonds): $1,970,450

This document has been made available to the public at the Meeting of the Housing Authority.

Northview Pointe - Construction and Permanent Loan Agreement Page 1

ACQUISITION, CONSTRUCTION AND PERMANENT LOAN AGREEMENT

NORTHVIEW POINTE

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 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 i n 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 date as of which this Loan Agreement shall be effective. “LENDER” The following public agency that is making the Loan, and whose legal status and address are:

Name Sacramento Housing and Redevelopment Agency
Legal Status A public body, corporate and politic
Principal Address 801 12th Street, Sacramento CA 95814
“BORROWER” The borrower of the Loan funds whose name, legal status and address are:

Name Northview Pointe LP
Legal Status a California limited partnership
Principal Address 3910 Cover Street, Long Beach, CA 90808 “LOAN” The Loan made by this Loan Agreement.

“LOAN COMMITMENT” Lender’s loan commitment, made by letter dated as of August 17, 2021 “LOAN PROGRAM” Lender’s Loan Program, commonly known as HOME “LOAN AMOUNT” Two Million Five Hundred Thousand Dollars and No Cents ($2,500,000.00) “INTEREST RATE” The interest rate is 0% per year, simple interest. “MATURITY DATE” The first day of the 684th calendar month following the Effective Date (i.e., December __2079). “PAYMENT SCHEDULE” The Payment Schedule is in the Promissory Note. “BORROWER EQUITY”
Fifteen Million Nine Hundred and
Fifty Thousand Dollars and zero cents
($14,200,463.00)
Which is the minimum amount of cash or cash equivalent
(excluding land equity or other non-cash investment in the Project) that Borrower is investing in the Project.

One Million Three Hundred
Thousand Dollars and No Cents
($950,000.00)
Which is Borrower’s non -cash contribution to the Project (such as deferred Developer fees).

“SPECIAL TERMS”
N/A

“PROJECT”
Which is the Project to be developed
on the Property with the Loan funds,
described as:

Northview Pointe is a new construction development on

1.23 acres of land located at 2314 Northview Drive,
Sacramento, 95833. The development is located in the City of Sacramento. The development consists of 67 units
including 66 studio units and 1 two -bedroom manager’s
unit. The manager’s unit is not income restricted; the
balance of units will be restricted to low -income
households experiencing homelessness and will be
supported by 66 Project Based Vouchers.

Northview Pointe - Construction and Permanent Loan Agreement Page 2 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 2314 Northview Drive, Sacramento, CA 95833
Assessor’s Parcel
Number 274-0232-013 & 274-0232-014
“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 has fee interest in the Property or, if the Additional Escrow Instructions so indicate, Borrower will acquire fee interest in the Property at Close of Escrow. “ADDITIONAL
COLLATERAL”
The Additional Collateral securing repayment of the Loan is any additional security required by Lender under this Loan Agreement, including without limitation the following items, if any

“PERSONAL PROPERTY”
Borrower’s interest in the following
personal property, tangible and
intangible, and all other such property
listed as security in this Loan
Agreement:

Materials and supplies for the Project
OTHER ADDITIONAL COLLATERAL Borrower’s interest in the followin g property: None

C. “ESCROW INFORMATION”:
“Title Company” and
“Escrow Agent”
Commonwealth Land Title
Company
Which is the title company that will issue the Title Policy and that will act as Escrow Agent for the Escrow.
“Escrow” The escrow with Escrow Agent
“Closing Date” ***Closing Date*** Which is the date for close of the Escrow, as it may be extended.

D. “LIST OF EXHIBITS” (The following are attached and incorporated in this Loan Agreement):

EXHIBIT DEFINED TERM
Exhibit 1: Legal Description “Legal Description”
Exhibit 2: Scope of Development “Scope of Development” Exhibit 3: Note Form “Note”
Exhibit 4: Trust Deed Form “Trust Deed”
Exhibit 5: Regulatory Agreement “Regulatory Agreement”
Exhibit 6: Escrow Instructions “Escrow Instructions
Exhibit 7: Funding Requirements

“Funding Requirements”

E. “APPROVAL DOCUMENTS” Borrower shall submit the following documents for Lender approval:

Construction Agreements for the Project
Architectural Agreement for the Project
Borrower’s organizational documents, such as partnership agreements or corporate articles and by -laws “Budget” for the Project
Evidence of financing as described in this Loan Agreement Plans and Specifications as defined in this Loan Agreement

F. “ASSIGNED DOCUMENTS” Borrower shall assign the following documents to Lender:

Construction Contract
Architectural Contract

G. “CONSTRUCTION INFORMATION”:
“Completion Date” Two years after Effective Date
(i.e., December __, 2024)
Which is the date on or before which the Completion of the Project must occur.
“General Contractor” TBD Which is the general contractor for construction of the Project.

Northview Pointe - Construction and Permanent Loan Agreement Page 3 “Project Architect”

Brooks + Scarpa

Which is the architect for design of the Project
“Retention”
The following percentage of each disbursement made
for construction work, in aggregate n ot to exceed the
following percentage of the Loan Amount, which shall
be retained by Lender for disbursement with the final
disbursement of the Loan:

Percentage of
Loan: TEN Percent (10%)

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

Loan funds shall be used solely for actual costs of Property construction and permanent financing. No Loan funds shall be used for predevelopment costs, except as provided in an approved Lender budget. Unless otherwise noted in the budget, predevelopment costs are not subject to withholding as Retention.

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. “Budget” is the budget approved by Lender for the development of the Project.

3.2. “California Environmental Quality Act” or “CEQA” is estab lished in the California Public Resources Codes § 21000 et seq. and is applicable to private activities requiring discretionary governmental approvals (Pub. Res. Code §210001.1, 21001, 21080 and 14 California Code of Regulations § 15002(c).

3.3. “Change” means any extra work or installation of materials not included in the Plans and Specifications or any change in or deviation from the Plans and Specifications.

3.4. “Close of Escrow” means the fulfillment of the Escrow terms and conclusion of the Escrow, including, without limitation, the execution of unexecuted documents, the recordation of documents specified for recording, the issuance of title insurance policies, the payment of fees and the delivery of funds and documents as directed in the escrow instructions for the Escrow. The Close of Escrow shall occur on the Closing Date.

3.5. “Completion of the Project” means that, in Lender's sole judgment the Project has been constructed, rehabilitated, completed, equipped, and furnished in a good and proper manner in accordance with the Plans and Specifications, the Scope of Development and the Budget as approved by Lender; all notices of completion with respect to the Project have been filed and all statutory lien periods have expired; all costs of constructing the Project have been paid, including, without limitation, interest on the Note which may be due prior to the Completion Date; all necessary certificates of occupancy have been issued; and all of the conditions to final disbursement of the Loan have been satisfied.

3.6. “Environmental Review” means the investigation and analysis of the Project’s impacts on the environment as may be required by CEQA and/or National Environmental Policy Act (NEPA), or of the Project’s impacts on any species of plant or animal listed as a species of concern, or a threatened or endangered species under California or federal laws or regulations.

3.7. “Escrow” is the escrow with Title Company for the closing of the Loan.

3.8. “Escrow Instructions" means the Escrow Instructions for the Escrow signed by each of the parties to this Loan Agreement.

3.9. “Event of Default” i s breach of or default (which continues beyond any applicable notice and cure period) 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.

3.10. “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.

3.11. “Fixtures” means all fixtures located on or within the Project or now or later installed in or used in connection with any of the Project, including, as applicable and without limitation, all partitions, screens, awnings, motors, engines, boile rs,

Northview Pointe - Construction and Permanent Loan Agreement Page 4 furnaces, pipes, plumbing, elevators, cleaning and sprinkler systems, fire extinguishing apparatus and equipment, water tanks, heating, ventilating, air conditioning and air cooling equipment, built -in refrigerators, and gas and electric machinery, appurtenances, and equipment, whether or not permanently affixed to the Project.

3.12. “General Contractor” means the general contractor named by Borrower in its application or supporting documents as the general contractor to do the Project, or any other general contractor so designated by Borrower and approved in writing in advance by Lender.

3.13. “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 with jurisdiction over the Property and/or Project.

3.14. “Governmental Requirement” means any law, ordinance, order, rule, regulation, plan, ruling, determination or requirement of a Governmental Authority.

3.15. “Loan” is the loan from Lender to Borrower made pursuant to this Loan Agreement.

3.16. “Loan Agreement” means this Construction and Permanent Loan Agreement, all exhibits attached to this Loan Agreement (which are incorporated in this Loan Agreement by this reference) and the Loan Documents which are not otherwise included in this definition.

3.17. “Loan Documents” means the Note, this Loan Agreement, the Security Documents, the Regulatory Agreement, and all other documents (including guaranties, if any) evidencing, securing, or relating to the Loan.

3.18. “Loan Maturity Date” means the date on which the entire unpaid balance of the Loan, including principal and interest, is due and payable.

3.19. “Loan Proceeds” means funds disbursed by Lender on account of the Loan and pursuant to this Loan Agreement.

3.20. “Mitigation Measure(s)” means those feasible measures, a ctions, or features that are to be incorporated into the Project in order to avoid or substantially reduce the Projects significant impact on the environment.

3.21. “National Environmental Policy Act” or “NEPA” contains the federally required procedures to review and analyze the effect and impact of the Project on the environment as applied to the Project under 24 Code of Federal Regulations Parts 50 and 58 et seq.

3.22. “Note” means that certain promissory note evidencing the Loan and attached hereto as Exhibit 3.

3.23. “Other Lender Draw” means a draw request or other request for disbursement submitted to another lender for the Project.

3.24. “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.

3.25. “Personalty” means, whether or not listed as Additional Collateral, all of Borrower's interest in all accounts, contract rights, and general intangibles (specifically including any insur ance proceeds and condemnation awards) arising out of the ownership, development, or operation of the Property, and all furniture, furnishings, equipment, machinery, construction materials and supplies, leasehold interests in personal property, and all other personal property (other than Fixtures) of Borrower now or later located about the Property, together with all present and future attachments, accessions, replacements, substitutions, and additions, and the cash and noncash proceeds.

3.26. “Plans and Specifi cations” means the final set of architectural, structural, mechanical, electrical, grading, sewer, water, street, and utility plans and specifications for the Project, including all supplements, amendments, and modifications .

3.27. “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.

Northview Pointe - Construction and Permanent Loan Agreement Page 5

3.28. “Project” means the development of the Property in accordance with the Plans and Specifications including, without limitation, all existing buildings, improvements, and appurtenances on the Property, all work of demolition and rehabilitation to be conducted on the Property, and all improvements, additions, and replacements constructed or placed at any time on the Property.

3.29. “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.

3.30. “Title Policy” means the title insurance policies to be issued in connection with this Loan, as further defined in the Escrow Instructions.

3.31. “Trust Deed” means that certain Deed of Trust and Assignment of Rents between Borrower, as trustor, Lender, as beneficiary, and trustee which secures the Note and is attached hereto as Exhibit 4.

3.32. “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 ne gligence. 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 Unavoidable Delay, the time or times for performance of such obligations of the parties shall be extended for the period of the Unavoidable 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 Unavoidable Delay, have first notified the other party, in writing, of the delay and its cause, and requested an extension for the period of the Unavoidable 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 exec ute 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. B
INDING OBLIGATION. This Loan Agreement, the Note, the Trust Deed, and each of 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, the Property, or any part of it, 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, or before or by any Governmental Authority. Borrower is not in default with respect to any order, writ, injunction, decree, or demand of any court or other Governmental Authority.

4.5. N
O OTHER BREACH. 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. 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.

Northview Pointe - Construction and Permanent Loan Agreement Page 6

4.8. NO UNAPPROVED LOANS. Borrower has not received financing for either the acquisition of the Property, the construction of the Project or the permanent financing of the Project except as has been specifically disclosed to and approved by Lender in writing.

4.9. TITLE OF PERSONALTY. All Personalty is vested solely in Borrower, free of all claims, liens, and encumbrances, and the security interest of Lender in the Personalty is a first lien.

4.10. TAXES PAID. Borrower has filed all required Federal, State, County, and City tax returns and has paid all taxes due and owing. Borrower knows of no basis for additional assessments with respect to any taxes, other than the lien of taxes not yet due.

4.11. PLANS AND SPECIFICATIONS. The Plans and Specifications are satisfactory to Borrower and the General Contractor and have been approved by Lender and all other construction lenders. There are no structural defects in the Project as shown in the Plans and Specifications that are known to or reasonably should have been known to Borrower or its agents and employees, and to the best of Borrower's knowledge, no violation of any Governmental Requirement, including but not limited to an environmental requirement, exists.

4.12. 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 suf ficiently 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. B
ORROWER’S COVENANTS AND CONDITIONS. From t he Effective Date until payment and performance in full of all obligations of Borrower under this Loan Agreement, the Note, the Security Documents, and the other Loan Documents or the earlier release of the liens of the Loan Documents (and all related obli gations) in accordance with the terms of this Loan Agreement, the Note, the Security Documents, and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1. USE OF PROCEEDS. All Loan Proceeds will be disbursed as provided in this Loan Agreement and used only for payment of the costs of acquisition of the Property and construction of the Project in accordance with the Plans and Specifications and for other purposes specified in the Loan Documents.

5.2. PROPERTY MANAGEMENT. Subject to Lender’s written approval, Borrower shall obtain and maintain for the life of the Loan a top quality property management agreement with a duly accredited real estate property management company for the management of the Property, and shall assure compliance of the property manager with the property management agreement. Lender shall not disburse any funds under this Loan Agreement unless and until it has reviewed and approved the agreement as adequate and the property management company as top quality and duly accredited. Lender shall have the right to review and approve or reject any proposed changes to scope of said agreement and to changes in the real estate property management company prior to making such changes. Any such changes made without Lender approval shall be an Event of Default under this Agreement. Lender has approved John Stewart Company as the qualified property management company for the Project.

5.3. B
ORROWER'S RESPONSIBILITIES. To prevent and avoid construction defects, Borrower shall ins pect, review, supervise, and assure the high quality, adequacy, and suitability of: (i) the Plans and Specifications and all changes and amendments; and (ii) architects, contractors, subcontractors, and material suppliers employed or used in the Project, a nd the workmanship of and the materials used by all of them; and (iii) the progress and course of construction and its conformance with the Plans and Specifications and any amendments, alterations, and changes that may be approved by Lender. Borrower will, at Borrower's expense, defend, indemnify, save, and hold Lender harmless against all claims, demands, losses, expenses, damages (general, punitive, or otherwise), and causes of action (whether legal or equitable) asserted by any Person arising out of the use of the proceeds of the Loan. Borrower will pay Lender on demand all claims, judgments, damages, losses, or expenses (including attorney fees and expenses) incurred by Lender as a result of any legal action arising out of the use of the proceeds of the Loan. The provisions of this Section will survive the termination of this Loan Agreement and the repayment of the Loan.

5.4. N
ONLIABILITY FOR NEGLIGENCE, LOSS, OR DAMAGE. Borrower acknowledges, understands, and agrees as follows:

Northview Pointe - Construction and Permanent Loan Agreement Page 7

5.4.1. 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.

5.4.2. Lender owes no duty of care to protect Borrower against negligent, faulty, inade quate, or defective building or construction.

5.4.3. 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 other 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.

5.5. B
ORROWER RESERVES. Borrower shall maintain reserves for replacement and repairs required to be made to the Property, fixtures on the Property or personal property used on the Property, or otherwise as approved by Lender, in an amount, at all times, of not less than Thirty- Three Thousand Five Hundred Dollars and No Cents ($33,500.00) per year.

5.6. FINANCIAL REPORTING. During the term of the Loan, Borrower shall deliver to Lender within 120 days of the end of each calendar year audited financial statements prepared in accordance with generally accepted accounting principles and signed by authorized officers of Borrower. Prior to the Close of Escrow and during the term of the Loan, Borrower shall deliver to Lender any such additional Financial Statement as may be requested by Lender. Lender reserves the right to review and approve Financial Statements and other credit information and references prior to the Close of Escrow. During the term of the Loan, Borrower must deliver to Lender a monthly rent-roll including household composition information and operating statements with respect to the Property and improvements, as Lender may request.

5.7. A
NNUAL ADMINISTRATIVE FEE. Borrower agrees to pay an annual administrative fee (“Fee”) to L ender as compensation for monitoring compliance with regulatory restrictions and the administration of the Loan. F ee is to be paid pursuant to the payment schedule included within the Special Provisions section of the Regulatory Agreement.

5.8. BOND PROCEEDS. Borrower shall secure financing in the amount of Fifteen Million Nine Hundred Fifty Thousand Dollars and No Cents ($15,950,000.00) in bond proceeds from the Housing Authority of the City of Sacramento.

6. LOAN. Lender agrees to lend to Borrower, and Borrower agrees to borrow from Lender, an a mount not to exceed the Loan Amount, to finance the development of the Project and for other purposes as specified in the Scope of Development, subject to the terms, conditions, representations, warranties, and covenants in this Loan Agreement.

6.1. PRINCIPAL AMOUNT. The principal amount of the Loan shall be the actual disbursements of Lender on account of the Project, not to exceed the amounts stated in the Budget (as the Budget may be adjusted by written approval of Lender).

In any event, the principal amount of the Loan shall not exceed the Loan Amount.

6.2. USE OF LOAN FUNDS. Loan funds shall be used solely for actual costs of the Project as stated in the Budget. No Loan funds shall be used for any costs, except as provided in the Budget. Unless otherwise noted in the Budget, allowed predevelopment costs, if any, are not subject to the withholding as Retention.

6.3. LOAN TERMS. The Loan is made pursuant to the Loan Program and is subject to the laws, rules and regulations of the Loan Program. Lender agrees to disburse the Loan Proceeds in the manner and subject to the limitations stated in this Loan Agreement. Interest, at the Interest Rate, shall accrue on each disbursement of Loan Proceeds commencing on the date on which each such disbursement is made. Repayment of the loan shall be made, in payments of principal and interest, in lawful tender of the United States, in accordance with the Payment Schedule.

6.4. CLOSING IN ADVANCE OF SENIOR LOAN. Lender will subordinate this Loan to the senior loan, provided that the senior loan does not require modification of this Loan Agreement or Lender’s entry into any agreements containing new or modified Loan terms.

6.5. 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 Trus t Deed covering the Property and the Project. 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. The Loan is also secured by the Additional Collatera l, if any, as evidenced by the applicable Security Documents.

Northview Pointe - Construction and Permanent Loan Agreement Page 8

6.6. 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 Agreement.

6.7. ESCROW. The parties shall open the Escrow promptly after the Effective Date. Escrow shall close as provided in the Escrow Instructions on or before the Closing Date.

6.8. COMMISSIONS. Lender is not responsible, by this Loan Agreement or otherwise, to pay commissions in relation to this transaction.

6.9. 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, transferred or conveyed to any person, or refinanced by Borrower such that additional debt is added to the Property or the cash flows change 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 i f 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.

7. 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 CLTA endorsement nos. 100, and 102.5/102.7, and 116 insuring Agency in an amount equal to the principal amount of the Loan, that Lender 's Trust Deed constitutes a third lien or charge upon the Property and improvements subject only to such items as shall have been approved by Lender. There must be no exceptions permitted for mechanics liens. Title insurance for the Loan must be issued by a title insurer approved by Lender.

8. P
ERFORMANCE CONDITIONS. The following are conditions precedent to performance under this Loan Agreement:

8.1. 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 Propert y 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.

8.2. C
ONDITIONS 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; (b) Borrower has met the Additional Conditions to Close of Escrow and applicable Special Provisions, if any; (c) the closing conditions as defined in the Escrow Instructions have been fulfilled as of Close of Escrow; (d) 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; (e) 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 (f) Lender has approved the Approval Documents.

8.3. C
ONDITIONS 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 has met the Additional Conditions to Close of Escrow and applicable Special Provisions, if any; (c) 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 (d) 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.

9. R
ELOCATION. Lender is required by law to provide relocation services and make relocation payments to eligible tenants that are displaced as a result of the Project. Borrower shall comply fully with all relocation laws that are the o bligation of Lender or are otherwise applicable to the Project. Borrower’s compliance with the relocation requirements as stated in this Section 9 or the relocation plan for this project, if any, is a material element of this Loan. Borrower’s failure to comply with

Northview Pointe - Construction and Permanent Loan Agreement Page 9 the relocation requirements as stated in this Section 9 or a relocation plan prepared for this Project, is an Event of Defaul t, subject to Borrower’s opportunity to cure in accordance with applicable law.

9.1. RELOCATION COSTS. Unless otherwise stated in this Loan Agreement, any amounts paid by Lender for relocation costs and services shall be considered advances under the Loan.

9.2. COOPERATION AND ACCESS. Borrower shall cooperate fully with Lender in complying with such relocation laws, including without limitation, providing Lender access to all tenants of the Property, to all books and records related to the tenants of the Property and to all properties offered for temporary or permanent relocation. Prior to taking any action with respect to relocation of tenants, Borrower shall meet with Lender to establish reasonable protections for tenants and related reporting requirements for Borrower.

9.3. BORROWER AS RELOCATION AGENT. With the approval of Lender, Borrower may act as Lender’s agent in accomplishing such relocation. Lender and Borrower by memorandum in writing shall establish their respective duties related to such relocation. If Lender and Borrower agree that Borrower will act as Lender’s agent for purposes of this Loan, Borrower may enter into agreements for the provision of relocation services, or Borrower may perform such services directly. Borrower shall, by provisions in its agreements or by direction to its staff, assure that the entity performing the relocation service s: (a) shall comply with all applicable law; (b) shall fully inform Lender of all relocation activities; (c) shall make all requests for direction or clarification to Lender; and (d) shall respond to and follow Lender’s instruction and direction.

10. CONSTRUCTION. As a condition of the Loan, Borrower will diligently proceed with construction in accordance with the Scope of Development as approved by Lender. Borrower shall complete such work on or before the Completion Date, subject to Unavoidable Delay.

10.1. CHANGES. In order to assure sufficient funding for the Project, Borrower shall not authorize any Change without the prior written consent of Lender , which Lender shall provide within twenty (20) business days or it shall be deemed approved. If in the judgment of Lende r, a Change, together with all other Changes contemplated or previously approved by Lender, will cause an increase in the cost of the Project in excess of the contingency reserve identified in the Budget, then Borrower will, as a condition precedent to Lender's consent, provide Lender with proof that the contingency reserve has been increased as necessary to pay for all such Changes. Borrower will submit any such Change to Lender for approval on a form acceptable to Lender, together with approvals by the P roject Architect, if any, and the General Contractor. Borrower shall maintain funds available in the contingency reserve that are in substantially the same percentage of the original contingency reserve as the percentage of the Project then remaining to be completed, unless approved by Lender.

10.2. C
ONTRACTORS AND CONTRACTS. All contracts, subcontracts, contractors, and subcontractors shall be subject to Lender's approval prior to the Closing Date. Lender also reserves the right to require performance and material payment bonds on any or all contractors, or in lieu of bond a letter of credit acceptable in form and substance to Lender, as it determines to its sole satisfaction. Upon Lender’s request, Borrower will furnish to Lender correct lists of all contractors, subcontractors and material suppliers employed in connection with the Project, specifying their addresses, their respective portion of the Project and their respective Project cost. Lender may contact directly each contractor, subcontractor, and material supplier to verify the facts disclosed by the list or for any other purpose related to the Loan. All contracts by Borrower or its contractors relating to the Project will require terms sufficient to permit disclosure to Lender of any information Lender deems, in its sole determination, necessary to make such verifications.

10.3. NO DISCRIMINATION DURING CONSTRUCTION. Borrower for itself, the general contractor and their respective successors and assigns, agrees that the following provisions shall apply to, and be contained in all contracts and sub-contracts for the construction of the Project:

10.3.1. EMPLOYMENT. Borrower shall not discriminate against any employee or applicant for employment because of sex, race, color, religion, ancestry, national origin, disability, medical condition, marital status, or sexual orientation. Borrower will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their sex, race, color, religion, ance stry, national origin, disability, medical condition, marital status, or sexual orientation. Such action shall include, but not limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termi nation; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Borrower agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by Lender setting forth t he provisions of this nondiscrimination clause.

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10.3.2. ECONOMIC OPPORTUNITY EMPLOYMENT REQUIREMENTS. This Loan requires that to the greatest extent feasible, opportunities for training and employment be given to lower income residents in and around the area of the project.

Borrower will instruct its General Contractor and its subcontractors to utilize lower income project area residents as employees to the greatest extent feasible by:

(1) Identifying the number of positions in the various occupational categorie s including skilled, semi- skilled, and unskilled labor, needed to perform each phase of the Project; (2) Identifying, within the positions identified in Paragraph (1) of this subsection, the number of positions in the various occupational categories which are currently occupied by regular, permanent employees; (3) Identifying, within the positions described in Paragraph (1) of this subsection, the number of positions in the various occupational categories which are not currently occupied by regular, permanent employees; (4) Establishing the positions identified in Paragraph (3) of this subsection, a goal which is consistent with the purpose of this subsection within each occupational category of the number of positions to be filled by lower income Project area residents; and
(5) Making a good faith effort to fill all of the positions established in Paragraph (4) of this subsection with lower income Project area residents through Greater Sacramento Urban League, Sacramento Works, Sacramento Employment Training Agency, or similar local workforce agencies.

10.3.3. ADVERTISING. Borrower will, in all solicitations or advertisements for employees placed by or on behalf of Borrower, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, creed, sex, marital status, national origin, ancestry, familial status, or disability.

10.3.4. MONITORING PROVISIONS. Borrower, the General Contractor and subcontractors shall comply with the requirements of Lender for monitoring the anti-discrimination and all applicable labor requirements.

10.4. INSPECTION. Lender may, at any time and without notice to Borrower, enter on the Property and inspect the Project; and, during regular business hours, examine the books, records, accounting data, plans, shop drawings, specifications, and other documents of Borrower pertaining to the Project and to make extracts or copies. Borrower shall make all such documents available to Lender promptly on demand. Borrower agrees to cooperate fully (and to cause the General Contractor to cooperate fully) with Lender and its Lender's designated agent and to permit all appropriate access to the Property and to all relevant books and records. Borrower shall bear the cost of reasonable inspections, except that Lender shall bear its costs of inspection. If however, Lender’s inspection discovers issues of a nature that require further third- party review or investigation, Borrower shall bear the costs of such third party review.

10.5. P
ROTECTION AGAINST LIEN CLAIMS. Borrower shall promptly and fully discharge all claims for labor, materials and services in connection with 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 reco rd 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.

10.5.1. Lender, at any time, may require Borrower to obtain a lien waiver with respect to each payment to the General Contractor and each payment by the General Contractor or Borrower to each of the various subcontractors and material suppliers. Lender, at any time, may require Borrower to make any payments for the Project by joint check made payable to the General Contractor and subcontractor for whose account the payment is to be made, as joint payees.

10.5.2. 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 diligentl y contesting in the proper forum, provided that Borrower ha s filed the surety bond or given Lender such other assurance as Lender accepts in writing.

Northview Pointe - Construction and Permanent Loan Agreement Page 11

10.6. SECURITY INSTRUMENTS. Upon request by Lender and subject to the security interests of lender whose loan is secured by the Property and senior to Lender’s security interest in the Property, Borrower shall execute and deliver to Lender a security instrument in favor of Lender naming as secured property all contracts related to the Project and all other property of any kind owned by Borrower and used primarily in connection with the Property. Lender may require such instrument at any time, and from time to time may require additions of new contracts and other property. Borrower irrevocably assigns to Lender, effective upon Lender’s written demand, as security for the due performance of this Loan Agreement all of its right, title, and interest in the Assigned Documents.

10.7. O
THER LENDER DRAW. Borrower shall concurrently submit to Lender any Other Lender Draw. Delivery of such Other Lender Draw shall be made in the same m anner as any other notice, except that it shall also be marked “OTHER LENDER DRAW REQUEST” and delivered to the person named in writing by Lender as the recipient of such requests or, in the absence thereof, to Lender’s Portfolio Management office. Borrow er shall provide Lender with true, accurate and correct copies of each Other Lender Draw, if any, including without limitation all supporting information, documents, and other required submittals.

10.7.1. A
CKNOWLEDGMENT OF RELIANCE. Borrower acknowledges that Lender is making Loan disbursements in advance of disbursements of other lenders in reliance upon Borrowers compliance with this provision.

10.7.2. LIQUIDATED DAMAGES. IF BORROWER FAILS TO PROVIDE TO LENDER ANY OTHER LENDER DRAW, AS AND WHEN REQUIRED UNDER THIS LOAN AGREEMENT, LENDER SHALL BE IRREPARABLY HARMED IN THAT BORROWER’S ABILITY TO REPAY THE LOAN AND LENDER’S SECURITY FOR THE LOAN SHALL BE IMPAIRED TO AN UNKNOWN EXTENT. BORROWER AND

LENDER AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL RESULTING DAMAGES IN SUCH EVENT. BORROWER AND LENDER, THEREFORE, AGREE THAT AN AMOUNT EQUAL TO TWO PERCENT (2%) OF THE LOAN AMOUNT

SHALL CONSTITUTE LIQUIDATED DAMAGES PAYABLE TO LENDER ON ACCOUNT OF SUCH EVENT , RECEIPT OF WHICH SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF LENDER FOR SUCH EVENT, AND ONLY FOR SUCH EVENT. PAYMENT OF SAID AMOUNT

TO LENDER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO LENDER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. SAID AMOUNT SHALL BE IMMEDIATELY DUE AND PAYABLE AS OF THE DATE ON WHICH BORROWER DELIVERED SUCH OTHER LENDER DRAW TO THE OTHER LENDER. LENDER SHALL HAVE THIRTY (30) DAYS AFTER RECEIVING ACTUAL NOTICE OF SUCH EVENT TO NOTIFY BORROWER IN WRITING THAT LIQUIDATED DAMAGES UNDER THIS SECTION ARE DUE. BORROWER SHALL HAVE FIFTEEN (15) DAYS AFTER SUCH WRITTEN NOTIFICATION

TO CURE THE DEFAULT BY W ITHDRAWING THE OTHER LENDER DRAW AND RETURNING ANY DISBURSEMENT ON ACCOUNT OF SUCH OTHER LENDER DRAW. IF BORROWER FAILS TO PAY LIQUIDATED DAMAGES WHEN DUE UNDER THIS SECTION, THE LOAN SHALL BE ALL DUE AND PAYABLE AT THE ELECTION OF LENDER.

_____Lender’s Initials

_____Borrower’s Initials

10.8. PROJECT SIGN. If Borrower places a sign on the Property during construction stating the names of the Project participants, it shall also name Lender as a participant in the Project. Lender’s name on th e sign shall be in letters not less than size of letters used to name any of the other participants.

10.9. 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.

P
REVAILING WAGES. In accordance with Labor Code Section 1720(c)(6)(E)), so long as the public subsidy for the Project consists of below market rate loans, and the Project restricts occupancy on at least 40% of the units for at least 20 years t o individuals or families earning no more than 80% of the area median income, the Project is not subject to prevailing wages.

Borrower represents to Lender that Borrower has obtained no public subsidy for the Project that does not meet such criteria.

If Borrower obtain s other non -qualifying public subsidy, Borrower shall pay prevailing wages for the Project. Therefore, Borrower indemnifies, holds harmless and defends Lender from all additional wages, benefits, fees, penalties, fines, legal fees, court costs, arbitratio n costs, and other costs arising from the improper application of California prevailing wage laws to the Project by Borrower or General Contractor or both of them. If more than eleven (11) units are assisted with HOME funds as the Funding Source (as indicated in the Regulatory Agreement), Borrower shall comply with Davis-Bacon prevailing wage requirements as described in the Federal Requirements.

Northview Pointe - Construction and Permanent Loan Agreement Page 12

11. LOAN DISBURSEMENT PROCEDURES.

11.1. CONDITIONS PRECEDENT TO EACH LOAN DISBURSEMENT. The obligation of Lender to make any disbursements of Loan Proceeds shall be subject to the following conditions precedent:

11.1.1. No Event of Default or Potential Default of Borrower has occurred and is continuing;

11.1.2. If requested by Lender, Borrower has furnished to Lender, as a Project cost, an endorsement to the Title Policy showing no intervening liens or encumbrances on the Property and insuring the full disbursement, together with a satisfactory report under the C alifornia Uniform Commercial Code showing no liens or interests other than those of Lender or any other Project lender approved in writing by Lender;

11.1.3. Borrower has obtained and maintained, and Lender has approved a loan approval from a financial institution or other lender approved by Lender in its sole discretion, to make the permanent financing obtained by Borrower, or has obtained commitments to issue bonds, which repays after completion of the Project all construction and other loans secured by the Pr oject and which is secured by a senior lien against the Property. Such permanent financing approval must provide: (a) that it is subject only to those conditions that are usual and customary in the industry and that can be satisfied by the proposed closing date of the permanent financing; (b) that it is in full force with no default by any party; (c) any such loan approval or commitments for financing shall not require modification of the Loan Documents, or any term of this commitment letter, (d) any such loan approval or commitments shall not be based upon sources and uses of Project funds that are different from those approved by Lender for the Project, and (e) that Lender will have notice of, and a reasonable opportunity to cure, any Borrower defaults;

11.1.4. Lender is satisfied that all completed work has been done using sound, new materials and fixtures, in a good and proper manner, and all materials, fixtures, and furnishings installed on or acquired for the Property will be owned by Borrower free of any liens, encumbrance, or other interests of any kind other than Lender's lien or security interest;

11.1.5. The representations and warranties in the Loan Documents are correct as of the date of the requested disbursement;

11.1.6. Borrower has paid Lender all commitment, loan, and other fees then due, and Borrower has submitted to, and Lender has approved in writing, all documents, records, statements, certificates, reports, and other materials and information then required to be submitted to Lender for approval under this Loan Agreement;

11.1.7. Borrower shall provide assurances, satisfactory to Lender in its sole discretion, that hazardous materials are not present on the Property or that any hazardous materials on the Property will be remediated and that no further remediation is then required by the environmental agency having responsibility for monitoring such remediation; and

11.1.8. Borrower has delivered to Lender all funds, documents, instruments, policies, evidence of satisfaction of conditions, and other materials then due or otherwise requested by Lender under the Loan Documents.

11.2. C
ONDITIONS PRECEDENT TO FIRST DISBURSEMENT. Borrower’s request for the first disbursement of Loan Proceeds (the “First Disbursement”) is a representation and warranty by Borrower that there has been no m aterial adverse change in Borrower’s financial capacity or in any representation made to Lender in Borrower’s application for the Loan or Borrower’s supporting documentation. Lender shall make the First Disbursement when the following conditions precedent and the conditions precedent stated in Section 11.1 have been met:

11.2.1. There is no legal action threatened or pending against Borrower or affecting the Property or any Additional Collateral;

11.2.2. All conditions to Close of Escrow have been satisfied in accordance with the Loan Agreement;

11.2.3. Borrower has obtained and Lender has approved a loan approval from a financial institution or other lender approved by Lender in its sole discretion, to make the permanent financing obtained by Borrower, or has obtained commitments to issue bonds, which repays after completion of the Project all construction and other loans secured by the Project and which is secured by a senior lien against the Property. Such permanent financing approval must provide: (a) that it is subject only to those conditions that are usual and customary in the industry and that can be satisfied by the proposed

Northview Pointe - Construction and Permanent Loan Agreement Page 13 closing date of the permanent financing; (b) that it is in full force with no default by any party; and (c) that Lender will have notice of, and a reasonable opportunity to cure, any Borrower defaults;

11.2.4. Borrower has provided proof of all insurance required by the Loan Documents;

11.2.5. The construction lender’s commitment to make a construction loan is in full force, has not been modified and no event has occurred that with notice or the passage of time or both could result in the termination of it. Nothing in the permanent loan commitment, or submissions and approvals made under it, conflicts with this Loan Agreement. Borrower has done all things necessary to keep unimpaired its rights under the loan commitment for the cons truction lender's construction loan;

11.2.6. Borrower has filed all tax returns required to be filed and paid all taxes due, which, if unfiled or unpaid, might adversely affect Lender’s security under the Security Documents; and

11.2.7. Borrower must request the First D isbursement consistent with the terms and conditions of this Loan Agreement no later than 11 months following the Effective Date of this Loan Agreement.

11.3. C
ONDITIONS PRECEDENT TO FINAL DISBURSEMENT. Lender shall make the final loan disbursement under this Loan Agreement when the following conditions precedent and the conditions precedent stated in Section 11.1 have been met:

11.3.1. As applicable, the Project architect and Lender's designated agent will have certified to Lender, on AIA Form G704 and in a manner satisfactory to Lender:

a. That the Project has been duly completed in a good and proper manner using sound, new materials;

b. That the Project complies with the Plans and Specifications, the requirements of all Governmental Authorities and any other party having enforceable rights regarding the construction of the Project; and

c. That the Project is structurally sound.

11.3.2. Borrower has provided to Lender a true, accurate and complete copy of the final draw request to all other lenders for the Project;

11.3.3. Borrower has filed all tax returns required to be filed and paid all taxes due, which, if unfiled or unpaid, might adversely affect Lender’s security under the Security Documents;

11.3.4. Title policy endorsements in form and amount satisfactory to Lender (including an endorsement insuring lien-free completion of the Project) have been furnished to Lender;

11.3.5. Borrower has furnished evidence, in form and substance satisfactory to Lender, that:

a. The General Contractor and subcontractors and material suppliers and their subcontractors and material suppliers have been paid in full;

b. Borrower has obtained final certificates of occupancy for all of the Project;

c. All other permits and approvals necessary for the construction, equipping, management, operation, use, or ownership of the Project have been obtained, subject only to those conditions approved by Lender, and

d. The completed Project complies with all applicable zoning regulations, subdivision map acts, building code provisions, and similar governmental laws and regulations, and has all utilities and adequate ingress and egress from public streets, that evidence to be in the form of a certificate executed by Borrower in favor of Lender.

11.3.6. That Borrower has provided to Lender an inventory showing make, model, value, cost, and location of all furniture, fixtures, and equipment and other personal property of a value in excess of $1,000 and used in the ma nagement, maintenance, and operation of the Project, that are included in the collateral for the Loan;

Northview Pointe - Construction and Permanent Loan Agreement Page 14

11.3.7. Borrower has filed a notice of completion of the Project necessary to establish the commencement of the shortest statutory period for filing of mechanics' and materialmen's liens;

11.3.8. Lender has received written approval from the surety on any bond required by Lender;

11.3.9. Borrower has submitted to Lender a final cost certification prepared by a CPA; and

11.3.10. Borrower must request Final Disbursement consistent with terms and conditions of this Loan Agreement no later than 3 years and 11 months following the Effective Date of this Loan Agreement. If Borrower failures to request Final Disbursement consistent with the terms and conditions of this Loan Agreement within 3 years and 11 months of the Effective Date the remaining funds will be recaptured.

11.4. M
AKING DISBURSEMENT. Lender shall pay each disbursement request within twenty (20) business days after the disbursement request is submitted to Lender, subject to fulfillment of the conditions precedent as stated in Section 11.1 .

Lender shall disburse the actual cost of the work represented in the disbursement request by Borrower, reduced by the cost of work included in the request and not satisfactorily completed and by the amount of the Retention to be withheld.

11.5. D
ISBURSEMENT OF LESS THAN FULL REQUEST. If Lender makes a disbursement which is less than the full amount of the disbursement requested, Lender shall inform Borrower of the items disallowed for disburseme nt and the reason for disallowing them. Lender shall disburse the Loan in the following order of priority, except as expressly provided and unless paid by Borrower from other funds: (a) first, to pay Lender's Loan fees and expenses due; (b) second, to pay Lender the interest due on the Loan; (c) third, at Lender's option to pay all impositions due; (d) fourth, at Lender's option, to make any other payments that Lender may in its sole discretion deem necessary or advisable to protect Lender's security under the Loan Documents; and (e) fifth, to make the disbursement of funds then due in response to Borrower’s current request for disbursement. For purposes of this section, impositions means all real estate and personal property taxes and other taxes and assessments, water and sewer rates and charges, and all other charges of a Governmental Authority and any interest or costs or penalties with respect to them, ground rent and charges for any easement or agreement maintained for the benefit of the Property, of every nature and any kind that at any time may be assessed, levied, imposed, or become a lien on the Property, Fixtures or income received from the Property or Fixtures, or any use or occupancy of the Property; and any charges, expenses, payments, or assessments of any nature that are or may become a lien on the Property or the income received from it.

11.6. N
O WAIVER BY DISBURSEMENT. Regardless of the failure of any condition precedent to Lender's obligation to make disbursements to Borrower, Lender may make a disbursement if Lender, in its sole discretion, determines it to be advisable. The making of any disbursement shall not be deemed to constitute an approval or acceptance by Lender of the work completed or a waiver of the condition with respect to a subsequent disbursement.

11.7. C
OMPLIANCE. To the best of Borrower's knowledge, the construction, use, and occupancy of the Property and Project comply in full with, or if built according to the Plans and Specifications, will comply in full with, all Governmenta l Requirements. No right to construct or use the Project is to any extent dependent on any real property other than the Property.

All approvals, licenses, permits, certifications, filings, and other actions normally accepted as proof of compliance with al l Governmental Requirements by prudent lending institutions that make investments secured by real property in the general area of the Property, to the extent available as of the date of this Loan Agreement, have been given or taken, or Borrower is entitled to have them given or taken as the ministerial act of the applicable Governmental Authority.

12. RESIDENTIAL OPERATIONS.

12.1. VERIFICATION OF NET INCOME. When requested by Lender, Borrower shall provide Financial Statements and such other evidence as Lender may deem necessary to verify the Project net income, including without limitation copies of certified rent rolls, bank statements, billing statements and invoices.

12.2. SECURITY AND LIGHTING. Project shall include a security camera system approved by Lender and lighting adequate to properly illuminate the parking area and all common spaces. In addition, Project will include security patrol, if necessary.

12.3. RESIDENT SERVICES PLAN: Borrower shall provide Lender with a detailed resident services plan including but not limited to the following information: (1) identification of all entities responsible for providing resident services to Proje ct tenants and each entity’s role in the provision of those services; (2) the services will be provided for a minimum of 15 hours

Northview Pointe - Construction and Permanent Loan Agreement Page 15 per week, including education activities and service coordination; (3) a description of the services to be provided;, (4) a pro forma resident services budget.

SMOKE FREE ENVIRONMENT. 50% of the buildings and units must be smoke free (including all forms of smoking that create secondhand smoke that impacts the health of nonsmokers). In addition, all indoor common areas must be smoke-free. Clearly- marked designated smoking areas must be provided.

13. DEFAULT.

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

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

13.1.2. The occurrence of an Event of Default under any of the Loan Documents;

13.1.3. 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;

13.1.4. 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;

13.1.5. Any material deviation from the Plans and Specifications in the construction of the Project, or the appearance or use of defective workmanship or materials in the construction of the Project, if Borrower fails to remedy them or to diligently proceed to remedy them to Lender's satisfaction within ten (10) days after Lender's written demand to do so;

13.1.6. Borrower's failure to complete the construc tion of the Project by the Completion Date , subject to Unavoidable Delay;

13.1.7. The filing of any lien against the Property or Project or the service on Lender of any bonded stop notice related to the Loan, if the claim of lien or bonded stop notice continues for thirty (30) days without discharge, satisfaction, or the making of provision for payment (including bonding) to the satisfaction of Lender;

13.1.8. 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; and

13.1.9. Making of any unauthorized payment from Loan Proceeds or other funds of Lender.

14. R
EMEDIES.

14.1. 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:

14.1.1. Terminate its obligation to make disbursements;

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

14.1.3. Make any disbursements after the happening of any one or more of the Events of Default, without waiving its right to demand payment of the Note and all other sums owing to Lender with respect to the other Loan Documents or any other rights or remedies and without liability to make any other or furthe r disbursements, regardless of Lender's previous exercise of any rights and remedies;

Northview Pointe - Construction and Permanent Loan Agreement Page 16

14.1.4. 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

14.1.5. 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.

14.2. 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 limit ed to its specific terms.

14.3. D
ISCLAIMER. 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 w ith the exercise of any remedy; or to perform any other obligation of Borrower.

14.4. 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 at tempt 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 complet e 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 the completion of the Project, for the protection or clearance of title to the Property or Personalty, 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 a gainst 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 P roject, 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.

15. L
IABILITY INSURANCE. With regard to this Loan Agreement, Borrower shall obtain and maintain for the life of the Regulatory Agreements, and require the General Contractor and subcontractors for the Project to obtain and maintain for the term of the development of the Project, such insurance as will protect them, respectively, f rom the following claims which may result from the operations of Borrower, General Contractor, subcontractor or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: (a) claims under workers' compensa tion benefit acts; (b) claims for damages because of bodily injury, occupational sickness or disease, or death of his employees; (c) claims for damages because of bodily injury, sickness or disease, or death of any person other than his employees; (d) claims for damages insured by usual personal injury liability coverage which are sustained (1) by any person as a result of an offense directly or indirectly related to the employment of such person by Borrower, or (2) by any other person; claims for damages, other than to the construction itself, because of injury to or destruction of tangible property, including resulting loss of use; (e) cl aims for damages because of bodily injury or death of any person or property damage arising out of the ownership, mainte nance or use of any motor vehicle; and (f) claims for contractual liability arising from Borrower's obligations under this Loan Agreement.

15.1. L
IABILITY INSURANCE POLICY LIMITS. Borrower shall obtain all insurance under this Section 15 written with a deductible of not more than Ten Thousand Dollars ($10,000) or an amount approved by Lender, and for limits of liability which shall not be less than the following:

15.1.1. C
OMMERCIAL GENERAL LIABILITY. Borrower shall obtain and maintain Commercial General Liability insurance in Insurance Services Office (“ISO”) policy form CG 00 01 Commercial General Liability (Occurrence) or equivalent, including contractual liability, bodily injury, property damage, and personal/advertising injury. Such insurance shall have limits of liability, which are not less than $1,000,000, per occurrence limit; $5,000,000 general aggregate limit, on a per Project basis;

Northview Pointe - Construction and Permanent Loan Agreement Page 17

15.1.2. HAZARD. Borrower shall procure and maintain special form fire coverage insurance, and during construction, Builder's Risk covered at replacement cost value on a completed value form insurance in a form and substance approved by Lender. Coverage shall be for protection against loss of, or damage to the improvements or materials for their construction to their full insurable value. Borrower shall also procure and maintain insurance against specific hazards affecting Lender's security for the Loan as may be required by Lender, governmental regulations, or any permanent lender; and

15.1.3. PROPERTY INSURANCE. For the duration of the Regulatory Agreements, Borrower shall obtain and maintain property insurance in ISO policy form CP 10 30 - Building and Personal Property Coverage - Causes of Loss - Special Form or equivalent, to the full insurable value of the Property with no coinsurance pe nalty (and with endorsements of Builder’s Risk until completion of construction of the Project), Boiler and Machine or Equipment Breakdown coverage, and with such other endorsements and in such amounts as Lender may reasonably require to protect the Projec t and the Property. In the event of damage to the Project and subject to the requirements of Lender, Borrower shall use the proceeds of such insurance to reconstruct the Project and the public improvements.

15.2. INSURANCE PROVISIONS. Each policy of insurance required under this Loan Agreement shall be obtained from a provider licensed, or otherwise authorized, to do business in California and having a current AM Best's Insurance Guide rating of A VII or better, or such other equivalent rating, as may reasonably be approved by Lender's legal counsel. Each policy shall contain the following provisions as applicable, unless otherwise approved by Lender's legal counsel in writing in advance:

15.2.1. ADDITIONAL INSURED. Borrower shall obtain a policy in ISO form CG 20 33, or equivalent, naming Lender as additional insured under the Commercial General Liability Policy at the same limits as required in section 1 5.1.1, above.

15.2.2. SINGLE PROJECT INSURANCE. It is the intent of the parties that the Project have available all the specified insurance coverages on a project specific basis . Borrower shall not provide insurance coverages that are considered in aggregate with other Projects which Borrower or its General Contractor might have concurrently under construction. Lender may at its discretion permit an aggregate policy if and only if Borrower or the respective General Contractor or subcontractor has fully disclosed to Lender other projects which will or may be considered in aggregate with the Project, and thereafter, Borrower shall immediately inform Lender of the change in or addition to any such projects. Nevertheless, Lender may, at any time require that the insurance coverage be provided solely for the Project.

15.2.3. P
OLICY COPY. Borrower shall provide Lender with a copy of each required policy of insurance, upon request by Lender. Borrower shall provide Lender with a Certificate of Insurance for each policy on the applicable ACORD form. And, specific sections of the policy may be requested by Lender for review. The ACORD form shall not substitute for the policy, if the policy is requested. The most current ACORD 25 “Certificate of Liability Insurance ” shall be used for liability insurance.

15.3. CANCELLATION. Each policy shall bear an endorsement precluding cancellation or termination of the policy unless Lender has been given written notice of such intended action at least thirty (30) days prior to its effective date, excepting ten (10) days notice for non -payment of premium . In the alternative to such endorsement, Borrower will provide Lender with the cancellation clause and/or any amendatory endorsements that modify or change the policy cancellation clause of the insurance policies in force. It is Borrower’s responsibility to notify Lender of any notice of cancellation, non-renewal or non- payment of premium in accordance with your policy provisions. In the event insurance is cancelled or not renewed, Borrower shall notify Lender within forty-eight (48) hours of such cancellation or non-renewal.

_____Borrower’s Initials

15.4. F
AILURE TO MAINTAIN. If Borrower fails to obtain or maintain, or cause to be obtained and maintained, any insurance required by this Loan Agreement, Lender shall have the right, upon five (5) days written notice and opportunity to cure, to purchase the insurance on Borrower’s behalf, and Borrower shall promptly reimburse the full cost of such insurance to Lender. If Borrower fails to reimburse Lender for insurance, the amount of unpaid reimbursement shall bear interest, at the maximum rate permissible under the law, until paid.

15.5. B
LANKET COVERAGE. Borrower’s obligation to carry insurance as required under this Section 15 may be satisfied by coverage under a “blanket” policy or policies of insurance (as the term is customarily used in the insurance industry); provided,

Northview Pointe - Construction and Permanent Loan Agreement Page 18 however, that Lender shall nevertheless be named as an additional insured under such blanket policy or policies to the extent required by this Section, the coverage afforded Lender will not be reduced or diminished thereby, and all of the other requirements of this Section 15 with respect to such insurance shall otherwise be satisfied by such blanket policy.

16. MISCELLANEOUS.

16.1. 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.

16.2. CURE BY PARTY OTHER THAN BORROWER. Any lender whose loan is secured by the property and any principal or limited partner of Borrower 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 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. In the event notice is required to be provided to the Borrower under the Loan Documents, the Lender shall also provide the limited partner of Borrower and its attorney simultaneous written notice at NEF Assignment Corporation, 10 South Riverside Plaza, Suite 1700, Chicago, Illinois 60606, Attn: General Counsel and Barnes & Thornburg LLP, 41 South High Street, Suite 3300, Columbus, OH 43215, Attn: Patrick Morse.

16.3. 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 prior lienholder, 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 prior lienholders, there shall be applied to the sums secured by the Trust Deed 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 settl e 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 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 the Trust Deed.

Unless Lender and Borrower otherwise agree in writing, any such application of proceeds to principal s hall not extend or postpone the due date of any payment or change the amount of such payment.

16.4. SUBORDINATION. Lender may subordinate this Loan to a senior loan, provided that any senior loan for the Project indicated in the Budget meets all requirements of this Loan Agreement, and that such senior loan does not require modification of this Loan Agreement.

16.5. FUNDING REQUIREMENTS. If any Loan Program is federally funded, Borrower shall comply with all laws, rules, regulations and funding requirements that govern the use of such funds. Lender, to the extent required by law, shall cooperate with and assist Borrower in fulfillment of such obligations. If Lender, as a result of actions of Borrower, shall be obligat ed to repay the Loan Program any amount of the Loan Proceeds, Borrower shall make such repayment on account of Lender and failure to do so shall be an Event of Default.

16.6. NATURE OF REPRESENTATIONS AND WARRANTIES. Borrower certifies to Lender that all representations and warranties made in this Loan A greement and all other 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 representatio ns 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 perio d. Each request by Borrower for a disbursement will constitute an affirmation that all representations and warranties remain true and correct as of the date of that request. Each representat ion 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

Northview Pointe - Construction and Permanent Loan Agreement Page 19 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.

16.7. 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.

16.8. 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.

16.9. N
O 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.

16.10. N
OTICES. 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 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.

16.10.1. 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;

16.10.2. 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;

16.10.3. 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

16.10.4. Telecopy, if a copy of the notice is also sent the same day by United States Certified M ail, 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 part y at the “Fax Number” given in the Escrow Attachment or to such other address as Borrower or Lender may respectively designate by written notice to the other.

16.11. S
HORT TERM NOTICES. Notices, including requests for approval, requiring action in less than thirty (30) days may only be given by the foregoing overnight courier or hand delivery method, and shall include the following language on its face: “URGENT – TIME SENSITIVE – IMMEDIATE ACTION REQUIRED” and marked for delivery to Portfolio Management. Such notice shall include the time allowed under this Loan Agreement for action.

16.12. ACTIONS. Lender will have the right to commence, appear in, or defend any action or proceeding purport ing to affect the rights, duties, or liabilities of the parties, or the disbursement of any funds 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, and if applicable, Lender is authorized to disburse funds from the construction account for that purpose. This Section does not apply to actions or proceedings between the parties.

16.13. S
IGNS. 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 construction financing for the Project, which sign shall remain for the duration of construct ion. If Borrower places a sign on the Property during construction stating the names of the Project participants, it shall also name “Sacramento Housing and Redevelopment Agency” 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.

16.14. A
SSIGNMENT. 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 in the monies

Northview Pointe - Construction and Permanent Loan Agreement Page 20 due or, except as otherwise provided, 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. However, if there is an assignment, conveyance, or encumbrance, Lender may nevertheless at its option continue to make disbursements under this Loan Agreement to Borrower or to those who succeed to Borrower' s title, and all sums so disbursed will be deemed to be disbursements under this Loan Agreement and not modifications, and will be secured by the Security Documents. Lender may at any time assign the Loan Documents to any affiliate of Lender or to a natio nal bank or other lender having experience with construction lending, 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 remedies of Lender, including, without limitation, the right to further assign the Loan Documents. In addition, Lender may at any tim e assign a participation in the Loan to any other party, provided that Lender continues to be primarily obligated under this Loan Agreement. Notwithstanding anything herein or any of the Loan Documents, the withdrawal, removal, addition and/or replacement of the general partner of the Borrower pursuant to the terms of the Borrower’s partnership agreement, as executed as of the Closing Date (but for the avoidance of doubt, not amended thereafter), shall not require the consent of the Lender or constitute a default under any of the Loan Documents, and any such actions shall not accelerate the maturity of the Loan.

The replacement within three months of loan closing of NEF Assignment Corporation, an Illinois not -for-profit corporation (“Initial Partnership Limited Partner”), by an affiliate or subsidiary of National Equity Fund, Inc. or an entity in which an affiliate or subsidiary of National Equity Fund, Inc. is a managing member, general partner, or manager shall not require the consent of the Lender or const itute an Event of Default under any of the Loan Documents, and any such actions shall not accelerate the maturity of the Loan.

16.15. P
REPAYMENT. 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.

16.16. 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.

16.17. 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.

16.18. 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 t he repayment of the Loan or the termination of any Loan Document.

16.19. R
ECORDING AND FILING. Borrower, at its expense, will cause the Security Documents and all supplements to be recorded and filed and re -recorded and re -filed in any manner and in any places as Lender will reasonably request, and will pay all recording, filing, re-recording, and re-filing taxes, fees, and other charges.

16.20. LOAN EXPENSES. In making the first disbursement, Lender may, at its option, deduct from the proceeds of that disbursement a sum equal to the aggregate of the following, to the extent Lender has knowledge of it and demand has been made on Lender at the time of the deposit: all expenses specifically incurred in connection with the Loan or the preparation, execution, and delivery of the Loan Documents, including, but not limited to, recording costs and expenses, transfer and other taxes (if any), surveys, appraisal fees, title and hazard insurance premiums, recording, notary, and escrow charges, and all other similar, usual, or cu stomary loan closing charges and expenses; and any other budgeted expenses that have been approved by Lender in writing; and Lender will, for the benefit of Borrower, pay those amounts over to the respective parties on whose behalf the demands will have be en received by Lender. Borrower will pay directly any expenses in connection with the Loan not so paid by Lender, including, without limitation, any of the expenses specified above, and will hold Lender free from any cost, liability, or obligation of any nature in connection with it, including reasonable attorney fees incurred by Lender. Borrower further agrees to pay on demand all out -of-pocket costs and expenses reasonably incurred by Lender including, without limitation, the fees and disbursements of L ender's outside counsel, in connection with: (i) the administration of the Loan, including, without limitation, all approvals or consents given or contemplated to be given under the Loan Documents, all amendments to the Loan Documents entered into by Lende r or requested by any party to the Loan Documents, and all title insurance policies and endorsements required by Lender, and (ii) the enforcement of any rights or remedies under the Loan Documents, whether any action or proceeding is commenced, or the prot ection of the security, or

Northview Pointe - Construction and Permanent Loan Agreement Page 21 interests of Lender under the Loan Documents. All costs and expenses, together with interest at Interest Rate, will form a part of the indebtedness and will be secured by the Security Documents.

16.21. 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, statemen t 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.

16.22. 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.

16.23. 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.

16.24. COUNTERPARTS. The Loan Documents 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 constitute one and the same instrument.

16.25. 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.

16.26. 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.

16.27. 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, ar chitect, 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.

16.28. F
URTHER 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.

16.29. 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 poss ession, including without limitation all Financial Statements, whether furnished by Borrower or otherwise.

16.30. 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.

16.31. 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 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 D ocuments will include all amendments, renewals, or extensions approved by Lender.

Northview Pointe - Construction and Permanent Loan Agreement Page 22

16.32. 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.

Northview Pointe - Construction and Permanent Loan Agreement Page 23 THE PARTIES HAVE EXECUTED THIS LOAN AGREEMENT in Sacramento, California as of the Effective Date.

Northview Pointe LP, a California limited partnership

By: Northview Pointe GP LLC,
a California limited liability company,
its administrative general partner

By: Excelerate Housing Group LLC,
a California limited liability company,
its sole member and manager

By: ____________________________________
Dana Trujillo, Manager / President & CEO

By: TLCS, Inc., dba Hope Cooperative,
a California nonprofit public benefit corporation,
its managing general partner

By: _________________________
Erin Johansen, CEO

Northview Pointe - Construction and Permanent Loan Agreement Page 24 THE PARTIES HAVE EXECUTED THIS LOAN AGREEMENT in Sacramento, California as of the Effective Date.

LENDER:

SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY

By: _______________________________________
La Shelle Dozier, Executive Director

Approved as to form:

___________________________________________
Lender Counsel

Northview Pointe - Construction and Permanent Loan Agreement Page 1 Exhibit 1: Legal Description

ALL THAT REAL PROPERTY SITUATED IN THE CITY OF SACRAMENTO, COUNTY OF SACRAMENTO, STATE OF CALIFORNIA DESCRIBED AS FOLLOWS:

PARCEL1
LOTS 48 AND 49 AS SAID LOTS ARE SHOWN ON THAT CERTAIN PLAT ENTITLED " NORTHGATE COMMERCIAL" FILED IN THE OFFICE OF THE RECORDER OF SACRAMENTO COUNTY IN BOOK 79 OF MAPS AT PAGE 11.

CONTAINING 1.230 ACRES OF LAND MORE OR LESS

NOTE: THE ABOVE DESCRIBED PARCELS ARE HEREBY MERGED AND THE COMMON LINE HEREBY REMOVED.

END OF DESCRIPTION
Northview Pointe – Scope of Development Page 1

Exhibit 2: Scope of Development

Northview Pointe

Northview Pointe is a new construction development on 1.23 acres of land located at 2314 Northview Drive, Sacramento, 95833. The development consists of 67 units including 66 studio units and 1 two-bedroom manager’s unit. The manager’s unit is not income restricted; the balance of units will be restricted to low -income households experiencing homelessness, and will be supported by 66 Project Based Vouchers.

The common areas and amenities will include an on -site management office and offices for case managers and a resident services coordinator, a resident lounge/meeting room with TV and seating, a resident community room with full kitchen, a meeting/conference room for staff and a break room for staff, storage for property management, services, and maintenance, as well as landscaping including common hardscape and softscape courtyards. Buildings are planned with flat top roofs and parapets in order to provide a platform for solar photovoltaic arrays and mechanical equipment. Perforated metal screening around parts of the buildings will filter sunlight and provide shading in the interior common areas. The development will include 14 on- site, gated off -street parking spaces for staff and resident use.

All work will comply with California Building Code and Federal and State Americans with Disability Act (ADA) accessibility requirements, as well as any other requirements stipulated by funding sources. When there are differences, the stricter standard prevails. The Borrower is responsible for notifying their architect and/or engineer of all funding sources used on the Project.

The architect and/or engineer must indicate these funding requirements in the Project’s plans/scope of work.

Building Exteriors:

1. Pavements: the development will include 14 on- site off-street parking spaces for staff and resident use. There will be two (2) ADA parking spaces. The lot will be paved with asphalt, or similar hardscape.

2. Balconies and Patios: Residential units will not have private balconies or patios. All residential doors open to the outside. Ground floor common areas include hardscape and softscape courtyards, resident lounge/meeting room, and community room with a full kitchen.

3. Site lighting: The site will be lit with Title 24 compliant lighting for all parking and outside public spaces and will be of LED or similar energy efficiency type.

4. Non-smoking: 50% of the buildings and units must be smoke free (including all forms of smoking that create secondhand smoke that impacts the health of nonsmokers). In addition, all indoor common areas must be smoke -free. Clearly -marked designated smoking areas must be provided.

Northview Pointe – Scope of Development Page 2

5. Landscaping and Courtyard: Landscaping is designed with drought tolerant plants and trees.

Trees will be planted throughout the parking lot to meet City shading requirements. The perimeter of the site will be fenced, and landscaping in the setbacks will include native grasses, flowering groundcover, trees, and rosebushes. Existing mature trees along the rear property line will be preserved consistent with the findings of the Certified Arborist Report.

The softscape courtyard will be planted with native grass. The hardscape courtyard will be partially shaded by an overhead trellis and by trees in decorative above-ground planters.

6. Picnic Area: The landscaped courtyards have room for residents to sit outside. Resident services will have a barbecue for use in community events and programming.

7. Swimming Pool: None provided.

8. Play Area: None provided.

9. Community Garden: None provided.

10. Exercise Path: None provided. The site is near an existing network of parkways and off street trails, providing residents and resident services ample opportunity to lead walks.

11. Mailboxes: New mailboxes are located steps from the front pedestrian gate for easy access by residents, USPS, and management staff.

12. Site Fencing: The site will have a secure perimeter and will be 100% fenced. There will be one pedestrian gate that is only accessible with key fob or buzzer to management office only.

The pedestrian gate will be closed at all times. There are two gated driveways. The southern driveway is a fire lane for emergency use only, and will be closed at all times. The northern driveway will be accessible via keyfob or buzzer to management office only, and will be closed at all times. There will be a pedestrian exit door adjacent to the parking lot, in compliance with code required egress. This door is exit only and will not have fob access from the outside. Perimeter fencing will be metal and/or CMU or similar.

13. Stormwater: The development will meet stormwater requirements through use of onsite drains, permeable surfaces, and bioswales located in the parking area and softscape courtyard.

14. Roof: Buildings are planned with flat top roofs and parapets in order to provide a platform for solar photovoltaic arrays and mechanical equipment. Building’s roof material to comply with Title 24 Energy requirements.

15. Siding: The building skin will be painted stucco. Accents include James Hardie vertical siding in blue mist, corrugated metal in light gray (portions of front façade only), a nd perforated corrugated metal screening on front elevation that provides transparency and privacy into the development common areas.

Northview Pointe – Scope of Development Page 3

16. Offsite Improvements: Public offsite improvements will be determined by public agencies during the entitlement and permitting process.

II. Building Interiors

1. Americans with Disabilities Act (ADA) Units: There will be 11 units with mobility accessibility features (15% of all units), and 7 units with communications features for persons with hearing or vision impairments (10% of all units).

2. Non-smoking: 50% of the buildings and units must be smoke free (including all forms of smoking that create secondhand smoke that impacts the health of nonsmokers). In addition, all indoor common areas must be smoke -free. Clearly -marked designated smoking areas must be provided.

3. Smoke Detectors: All units, offices, and interior areas will have a smoke/carbon monoxide detectors installed in compliance with current code requirements.

4. Appliances: All units and common areas will be furnished with appliances. Unit kitchens will includ e refrigerator with freezer combination, electric oven and range, and garbage disposal. Common area kitchen will include the above features and a dishwasher. Staff break room will include a refrigerator, sink, and microwave. Dishwashers will not be provided because the units are efficiency studios. Manager’s unit will include in-unit washer and dryer.

All appliances will be Energy-Star or equivalent.

5. Bathtubs and Toilets: All apartments will have a bathtub or shower. All apartments will include bathroom sink, toilet and fixtures, and bath accessories.

6. Doors (Interior, Exterior, and Sliding Glass): All interior and exterior doors will have matching hardware finishes. All exterior doors will have deadbolt locks with keyed latch assemblies with either physical key or key fob access, viewers, and kickplates where applicable.

7. Cabinet, Counters, and Sinks: apartment kitchens will have modular all plywood or solid wood construction cabinets, solid surface countertops, and stainless steel sink. Microwave shelving will be provided (except in ADA units) either above the counter, or on the pantry shelving with electrical outlet for microwave. All apartment bathrooms will have a vanity, and solid surface countertop with sink.

8. Ceilings and Walls: Low or no VOC paint will be used in building interiors.

9. Windows: All apartments will have energy efficient vinyl dual pane windows. Windows designed to open will have screens. All windows will meet current egress standards. OSHA OPOS guidelines do not apply to two story buildings.

Northview Pointe – Scope of Development Page 4

10. Blinds: blinds will be provided in all apartment windows.

11. Electrical and Lighting: All apartments will have high efficiency lighting and bathroom humidistat fans. Central air conditioning and forced air heat will be provided. Any exterior mounted electrical, mechanical and plumbing systems will be protected from vandalism.

Wiring from telephone/data/cable suppliers will be installed within walls, attic spaces, and/or crawl spaces. Conduits are not allowed to be mounted on the exterior of the buildings.

12. Flooring: Apartment interiors will have vinyl flooring throughout.

13. Plumbing Fixtures: All apartments will have new water efficient plumbing fixtures.

14. Furnishings: All residential units will be fully furnished with bed, mattress, table, and chair.

III. Community Amenities

1. Management Office and Lobby: The furnished management office and lobby will have energy efficient lighting, HVAC systems, and polished concrete and luxury vinyl plank floors.

2. Ceilings and Walls: Low or no VOC paint will be used in all building interiors.

3. Community Restrooms: The two community restrooms on the first floor will be ADA compliant, have low-flow bathroom fixtures, sink, solid surface countertop, bathroom accessories, and tile floors.

4. Community Rooms located on the 1st Floor: The community room, resident lounge, and conference rooms will have polished concrete flooring, energy efficient lighting, all furnishings and HVAC systems. The community room will be 715 square feet, resident lounge 175 square feet, and conference room 200 square feet. These spaces will be ADA compliant.

5. Community Room Kitchen: The community room kitchen will be ADA compliant and include all plywood construction cabinets with solid hardwood faces, solid surface countertop, New Energy Star rated appliances (refrigerator, electric stove, electric oven, microwave, garbage disposal and dishwasher). Energy efficient lighting, HVAC system and water efficient plumbing fixtures will be installed.

6. Elevator: there will not be an elevator at this project, as the development is only two stories.

7. Hallways Walkways and Stairs (open corridor style): Residential hallways walkways and stairs will be of durable flooring with non-slip finish. Stairs will be located near the front and Northview Pointe – Scope of Development Page 5

rear of the property. Stairs will have non-slip concrete treads, landings and closed risers. All hallway walkway floorings on first and second floor will be exterior and composed of durable materials with non-slip finish due to open corridor design.

8. HVAC & Plumbing Systems: Each apartment will have its own air conditioning and forced air heat with its own thermostat. Residential hallways will not have heating and air conditioning, due to open corridor ends designed to allow natural airflow. Stairwells will not have heating or air conditioning. Domestic hot water heating equipment will be electric.

Bathroom exhaust fans will be humidistat controlled.

9. Laundry Facility: The two laundry rooms accommodate at least five (5) washers and five (5) dryers, which will include ADA accessible laundry machines pursuant to code requirements.

10. Signage: A comprehensive signage package will be implemented throughout the development including all common area signage, unit ID, wayfinding, code, fire, life and safety signage. The building name and address will be displayed in front of the building.

11. Trash Room: One trash chute and one recycle chute will be located on the second floor. A trash and recycle room is located on the ground floor within the building envelope with a concrete apron at the exterior for trash pick-up.

12. Recycle: One recycle chute will be located on the second floor, emptying into the ground floor trash and recycle room.

13. Bicycle parking: A minimum of thirty four (34) long- term and four (04) short -term bicycle parking will be provided. Long-term bicycle parking will be provided within the building on the ground floor, and short -term bicycle parking will be provided on the exterior of the building.

14. Security Cameras: there will be interior and exterior web-based security cameras; the equipment will record events for primary ingress/egress points to and from the site, parking lots and indoor and outdoor common areas where people will be congregating.

Exhibit 3: Note Form

Northview Pointe - Promissory Note Page 1

PROMISSORY NOTE

FOR NORTHVIEW POINTE

CONSTRUCTION AND PERMANENT LOAN AGREEMENT

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 Not e. This Note includes all attachments and Exhibits listed below, which are attached to and incorporated in this Note by this reference. The capitalized terms in this Note shall have the meanings assigned in the following table of definitions and as define d 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 re quired 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” ***Effective Date***
“Lender” Sacramento Housing and Redevelopment Agency, a joint powers agency “Borrower” Northview Pointe LP
“Borrower Legal
Status”
a California limited partnership
“Loan Agreement” The Loan Agreement between the Borrower and Lender as of the Effective Date for making of the loan (“Loan”) evidenced by this Note.
“Principal
Amount”
Two Million Five Hundred Thousand Dollars and No Cents ($2,500,000.00) “Interest Rate” The interest rate is 3% per year, simple interest. “Accrual Date” Interest shall accrue starting on the following “Accrual Date”: The Effective Date

“Special Terms”
At conversion, Borrower shall submit to Lender a cost certifi cation p repared by a qualified, independent auditor acceptable to Lender, which cost certification shall indicate the amounts actually spent for each item in the cost breakdown. If there is an aggregate savings in the total of all such cost breakdown items from the cost breakdown items in the original Budget approved by the Lender, the Lender shall withhold for itself as Loan repayment, one-half of such savings from the amount of retention then held by the Lender, and the Loan balance shall be reduced by t he amount so withheld. The Lender, in its sole discretion, shall determine any reduction and/or repayment of the Loan based upon this cost certification and the original approved Budget for the Project.

PAYMENT SCHEDULE. Repayment of this Note shall be made as follows:
“Maturity Date” The first day of the 684th calendar month following the Effective Date.

Exhibit 3: Note Form

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“Payment
Amount(s)”
Annual Loan payments will be made on a Residual Receipts basis (as defined below) beginning on December 1st following conversion to permanent financing and the initial annual audited financial statement, as defined below, until the Maturity Date. Annual Loan payments shall be applied first to outstanding interest accrued and unpaid and then to principal.

“Residual Receipts” is defined as follows: Once annually, based on the annual audited financial statement from the preceding year, payments will be made upon a “Residual Cash Flow” basis meaning Net Operating Income (NOI) less the items described in the below Subsections (i) through (viii), no such proceeds or amounts to be applied in payments of any amounts specified in any of the Subsections below until all amounts specified in any earlier Subsection have been paid in full:

Net Cash Flow Distributions. Distributions of Net Cash Flow (where “Net Cash Flow” is defined as Net Operating Income less payment of debt service, and the funding of reserves, on the Senior Loan, and developer fee in the amount anticipated to be paid from capital sources not to exceed amounts allowed by HCD Uniform Multifamily Regulations will be made as follows, subject to the consent of the Senior Lender and subordinate lenders:

(i) to replenish the Replacement Reserve, Operating Reserve and Transition Reserve, if applicable, pursuant to the LPA and loan documents;

(ii) to pay the Administrative General Partner the AGP Asset Management Fee of $17,500 and the Managing General Partner an MGP Asset Management Fee of $7,500, each indexed at 3.5% annually;

(iii) to payment of any developer fee that is not paid from capital sources as anticipated and becomes deferred, and accrued interest thereon, if any, not to exceed amounts allowed by CA HCD Uniform Multifamily Regulations;

(iv) to the General Partners or their respective affiliates to repay any loans or advances made by the General Partners or their respective affiliates in support of the development or operation of the Project;

(v) 50% of the remaining annual Net Cash Flow to the payment of the HCD MHP and HACS HOME subordinate loans on a proportional basis;

(vi) 90% of available annual Net Cash Flow remaining after (v) less amount distributed and paid to subordinate lenders in (iv) to pay subordinate lenders as follows:

A) HACS HOME Investment Partnerships Program until
it has been fully repaid (with
interest);

(vii) to the MGP to pay any accrued and unpaid balance on the Partnership Management Fee, until the balance of the Partnership Management Fee is paid, solely from and to the extent of 90% of remaining available Net Cash Flow after (vi) above;

(viii) the balance to the Administrative General Partner, the Managing General Partner, and the Limited Partner on a pro rata basis in accordance with their Percentage Interests.

Exhibit 3: Note Form

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To the extent that insufficient Net Cash Flow is available to pay any of the amounts set forth in Sections (i) through (iv) when due, such amount shall accrue and be payable in the future when there is available Net Cash Flow, after prior payment of all higher priority payments from Net Cash Flow, as set forth above.

The Net Operating Income is defined as periodic “Revenue” less “Operating Expenses.” “Revenue” means all revenue from the leasing of the Project, including but not limited to all rents, fees, and charges paid by tenants as well as rental subsidy payments regardless of the source of these subsidies, forfeited tenant deposits, rent increases, proceeds from vending machines and laundry room machines. Revenue shall not include tenants’ security deposits (unless forfeited), interest on those deposits, loan proceeds, capital contributions or similar advances, or amounts released from reserves or interest on reserves.

“Operating Expenses” shall mean actual costs, fees and expenses as evidenced by invoices attributable to the operation, recordkeeping, maintenance, taxes and management of the Project, including property management fees; taxes and assessments; payroll, benefits and payroll taxes of for property employees; insurance; security; painting, cleaning, repairs, and alterations; landscaping; sewer charges; utility charges; advertising, promotion and publicity; cable television, satellite and othe r similar services; office, janitorial, cleaning and building supplies; recreational amenities and supplies; purchase, repair, servicing and installation of appliances; costs and expenses associated with the provision of social and/or community services to the residents of the Project; equipment, fixtures and furnishing; fire alarm and elevator monitoring; fees and expenses of accountants, attorneys, consultants and other professionals: debt service monitoring fee payments to HCD with respect to the MHP Loan. The definition will include deposits into operating and/or replacement reserves maintained by the Borrower but will not include initial deposits to capitalize the reserve accounts or amounts expended from a reserve account, or capital costs.

F
OR 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 t erms 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 m aking of which is further consideration for this Note.

2. Borrower shall make payments as shown in the Payment Schedule. On the Maturity Date, 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. All payments on this Note shall be applied first to fees and charges due under the Loan Agreement, if any, the n t o interest and then to the principal due on this Note. Borrower shall make the payments to the Lender at 801 12
th Street, Sacramento, CA 95814, or to such other person or organization as may be designated by Lender to Borrower and noticed as provided in the Loan Agreement.

3. If any installme nt under this Note is not received by Lender wit hin fifteen (15) calendar d ays 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.

4. This Note is secured by a Deed of Trust and Assignment of Rents against the real property described in the Loan Agreement (“Property”), recorded in the office of the County Recorder of Sacramento C ounty ("Trust Deed"). 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 Exhibit 3: Note Form

Northview Pointe - Promissory Note Page 4
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 optio n, declare all funds secured by the Trust Deed immediately due and payable.

5. Lender and Borrower shall comply with and fulfill the Special Terms.

6. 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 all unpaid interest at the stated rate from the date of the advancement of the Loan's proceeds, subject to applicable 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 L oan, 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 Loa n 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, whethe r 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 admittin g, 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.

7. No waiver of any default or bre ach by Borrower under this Note shall be implied from any omission by Lender to take action on account of such default, and no e xpress waiver shall affect any default, other than the default specified in the waiver. Such waiver shall be in wr iting and shall be operative only for the time and to the extent therein stated.

8. Borrower may prep ay this Note in full or in p art at any tim e, w ithout a ny prepay ment penalty being charged by Lender.

9. During the existence of default or delinquency under the terms of th is Note or the Trust Deed, the Lender is expressly authorized to apply all payments ma de on this Note to the payme nt of all or part of t he delinquency, as it may elect.

Exhibit 3: Note Form

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10. Subject to the provisions of this Section 10, and notwithstanding any provision of the Loan Documents other than this Section 10, the personal liability of Borrower, and Bor rower’s principals, partners, members, agents, officers, and successors in interest, to pay the principal of and interest on the debt evidenced by this Note and any other agreement evidencing Borrower's obligations under this Note shall be limited to (a) t he Collateral (as defined i n the Loan Agr eement), (b) the personal property described in and pledged under any Loan Document, and (c) the rents, profits, is sues, products and income of the Property, including any received or collected by or on behalf of Borrower after an Event of Default under the Loan Documents.

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

Exhibit 3: Note Form

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

Borrower:

Northview Pointe LP, a California limited partnership

By: Northview Pointe GP LLC,
a California limited liability company,
its administrative general partner

By: Excelerate Housing Group LLC,
a California limited liability company,
its sole member and manager

By: ____________________________________
Dana Trujillo, Manager / President & CEO

By: TLCS, Inc., dba Hope Cooperative,
a California nonprofit public benefit corporation,
its managing general partner

By: _________________________
Erin Johansen, CEO

Exhibit 4: Trust Deed Form
NO FEE DOCUMENT:

Entitled to free recording
per Government Code §§6103 and 27383.

When recorded, return to:

SACRAMENTO HOUSING AND

REDEVELOPMENT AGENCY
801 12th Street
Sacramento, CA 95814
Attention: Portfolio Management

DEED OF TRUST AND ASSIGNMENT OF RENTS
Northview Pointe

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”
Northview Pointe LP, a California limited partnership
“Borrower
Address”
3910 Cover Street, Long Beach, CA 90808
“Trustee” Commonwealth Land Title Company, a California corporation “Beneficiary” and
“Lender”
Sacramento Housing and Redevelopment Agency, a public body, corporate and politic “Lender Address” 801 12th 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 Legal Description.

Address 2314 Northview Drive, Sacramento, CA 95833
Assessor’s Parcel Number 274-0232-013 & 274-0232-014
“Legal
Description”
The Legal Description of the Property which is more particularly described in the attached Exhibit 1 Legal Description, which is incorporated i n 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 term and conditions of the Loan.

Which is dated:
“Additional
Notices”
Lender shall give copies of notices required to be delivered to Borrower to the following parties at the following addresses; provided, however that Borrower acknowledges that such notice is an accommo dation and the failure of Lender to properly deliver any such notice shall not give rise to any claims or defenses of Borrower or any third party:
***Additional Notices***
“Note”
Which is Borrower's promissory note made in accordance with the Loan Agre ement evidencing the following principal sum or such less er amount as shall equal the aggregate amount disbursed to Borrower by Lender, with interest.

Which has a principal sum of Two Million Five Hundred Thousand Dollars and No Cents ($2,500,000.00)

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“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 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 fixture s, engines and machinery, radiators, heaters, furnaces, h eating equipment, steam and hot water boilers, stoves, ranges, elevators and motors, bathtubs, sinks, water closets, basins, pipes, faucets and other plumbing and 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 re placements 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 repayme nt 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 seised 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 title of the Property against all claims and demands, subject to any dec larations, easements or restrictions listed in a schedule of exceptions to coverage in any title insurance policy insuring Lender's interest in the Property.

Borrower and Lender covenant and agree as follows:

1. Payment of Principal and Interest. Borrower shall promptly pay when due the principal and interest, if any, 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 and leasehold payments or ground rents, if any by Borrower making payment, when due, directly to the appropria te 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. Hazard Insurance. Borrower shall keep the improvements now existing or later erected on the Property insured against loss of fire or hazards under a policy approved by Lender consistent with the insurance requirements of the Loan Agreement. In addition, Borrower shall insure against loss of all furniture, equipment and other personal propert y owned by Borrower related to Borrower's operation of the Property.

Lender shall have the right to hold the policies and policy renewals, and Borrower shall promptly furnish to Lender all renewal notices and all receipts of paid premiums. In the even t o f loss, Borrower shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower.

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Unless Lender and Borrower otherwise agree in writing, insurance proceeds shall be applied to restoration or repair of the Property damaged, as and to the extent provided in the Loan Agreement.

Unless Lender and Borrower otherwise agree in writing, any such application of insurance proceeds to principal shall not extend or postpone the due date of any Loan paym ent or change the amount of such payment. 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 prior to the sale of acquisition shall pass to Lender to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition.

4. Liability Insurance . In addition to the casualty insurance required under the Loan Agreement duri ng the course of construction, Borrower shall keep compre hensive general liability insurance for the Property in a form and coverage consistent with the provisions of the Loan Agreement and reasonably approved by Lender.

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

6. 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 ri ghts of 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 p rotect 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 purs uant to this Section 6, with interest, shall become ad ditional 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 request ing payment, and shall bear interest from the date of dis bursement at the highest rate permissible under applicable law. In any event, this Section 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.

7. 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.

8. 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 coll ect 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, a ny such application of proceeds to principal shall not extend or postpone the due date of any payment or change the amount of such payment.

9. 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.

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10. Forbearance by Lender Not a Waiver . Any forbearance by Lender in exercising any right or remedy under this Deed of Trust, or otherw ise 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 t he maturity of the indebtedness secured by this Deed of Trust.

11. 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.

12. 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 as signs of Lender and Borrower, subject to the provisions of Section 15. 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.

13. 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 a s 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.

14. Governing Law; Severability . This Deed of Trust shall be governed by the la w o f 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.

15. 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 i s sold or transferred or refinanced by Borrower without L ender'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 accelerat e 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 and i f B orrower'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 s hall mail Borrower notice of acceleration. Such notice s hall 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 sum s declared due. If Borrower fails to pay such sums pr ior to the expiration of such period, Lender may, without further notice or demand on Borrower, invoke any remedies permitted by this Deed of Trust.

16. Acceleration on Breach; Remedies . Except as provide d in Section 15, 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 B orrower 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 colle ct from Borrower, or sale proceeds, if any, all reasonabl e costs and expenses incurred in pursuing the remedies provided in this Section, including, but not limited to reasonable attorney's fees.

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If Lender invokes the power of sale, Lender shall execute or c ause Trustee to execute a written notice of the occurr ence 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. Lende r or Trustee shall mail copies of such notice in the mann er 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 demand on Borrower, shall sell the Property at public auction to the 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 determi ne. 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 Property 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 sa le in the following order:
(a) to all reasonable costs and expenses of the sale, including, but not limited to, reasonable Trustee's and attorney's fees and costs of title evidence; (b) to all sums s ecured 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 deter mine who shall receive the funds and may then deposit the excess funds with the court.

17. Assignment of Rents; Appointment of Receiver; Lender in Possession. As additional security, Borrower assigns to Lender the rents of the Property (the “Rent”), provided that Borrower shall, prior to an acceleration for breach as provided above or abandonment of the Property, have the right to collect the Rent 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 Rent including those past due. All Rent collected by Lender, its agent, or the receiver shall be applied first to payment of th e c osts of management of the Property and collection of R ent, 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 receive r shall be liable to account only for the Rent actually received.

18. Financing Statement . This Deed of Trust is both a real property deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Property includes both re al and personal property and all other rights and interes ts, whether tangible or intangible in nature, of Borrower in the Property. Borrower by executing and delivering this Deed of Trust has granted and hereby grants to Lender, as security for the Loan, a s ecurity interest in the Property to the full extent th at the Property may be subject to the Uniform Commercial Code (the Property so subject to the Uniform Commercial Code, including without limitation, the Rent, being called in this paragraph the "Coll ateral"). Borrower irrevocably appoints Lender as its tr ue and lawful limited attorney -in-fact solely to execute and deliver any and all financing statements pursuant to the appropriate statutes, and any other documents or instruments as are required to c onvey to Lender a valid perfected security interest in th e Collateral. Borrower agrees to perform all acts which Lender may reasonably request so as to enable Lender to maintain such valid perfected security interest in the Collateral in order to secure t he payment of the Note in accordance with their terms. L ender is authorized to file a copy of any such financing statement in any jurisdiction(s) as it shall deem appropriate from time to time in order to protect the security interest established pursuant to this Deed of Trust.

19. Prior Lienholder . The provisions of this Deed of Trust shall operate subject to the claims of prior lienholders to the extent of such claims.

20. Nonrecourse. Notwithstanding any provision of this Deed of Trust or any document evidencin g or securing the Loan, Borrower, and Borrower’s princ ipals, agents, officers, and successors in interest shall

Northview Pointe - Deed of Trust and Assignment of Rents Page 6

not be personally liable for the principal of and interest on payment of the Loan, and in the event of a default Lender shall look solely to the Property and Collateral (as defined in the Loan Agreement) subject to this Deed of Trust and to the Rent, issues and profits thereof in satisfaction of the indebtedness evidenced by the Note; provided, that nothing in this condition and no action so ta ken shall operate to impair any obligation of Borrower under the Regulatory Agreement.

21. 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 reconveyanc e of any matters or facts shall be conclusive proof of their truthfulness.

22. Substitute Trustee. Lender, at Lender's option, may from time to time remove Trustee and appoint a successor trustee to an y 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.

23. Request for Notice . Borrower an d each party listed to receive Additional Notices request that copies of the notice of default and notice of sale be sent to their respective addresses.

24. 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 Cali fornia, as it may be amended from time to time.

25. 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.

26. Extended Use Agreement. In order to receive an allocation of federal low income housing tax credits, Borrower will be required to record in the real property records of the County in which the property is located, an “extended low-income housing commitment” (as de fined in Section 42(h)(6)(B) of the Internal Revenue Code of 1986, as amended (“Code”)) (“Extended Use Agreement”). Lender acknowledges and agrees that, in the event of a foreclosure of its interest und er this Deed of Trust or delivery by Borrower of a deed in lieu thereof (collectively, a “Foreclosure”), Lender expressly agrees to undertake, with respect to low-income housing tenants, the requirements of Section 42(h)(6)(E)(ii) of the Code, as amende d f rom time to time.

Northview Pointe - Deed of Trust and Assignment of Rents Page 7

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

BORROWER (Trustor):

Northview Pointe LP, a California limited partnership

By: Northview Pointe GP LLC,
a California limited liability company,
its administrative general partner

By: Excelerate Housing Group LLC,
a California limited liability company,
its sole member and manager

By: ____________________________________
Dana Trujillo, Manager / President & CEO

By: TLCS, Inc., dba Hope Cooperative,
a California nonprofit public benefit corporation,
its managing general partner

By: _________________________
Erin Johansen, CEO

Northview Pointe - Deed of Trust and Assignment of Rents Page 8

EXHIBIT 1

LEGAL DESCRIPTION

ALL THAT REAL PROPERTY SITUATED IN THE CITY OF SACRAMENTO, COUNTY OF SACRAMENTO, STATE OF CALIFORNIA DESCRIBED AS FOLLOWS:

PARCEL1
LOTS 48 AND 49 AS SAID LOTS ARE SHOWN ON THAT CERTAIN PLAT ENTIT LED " NORTHGATE COMMERCIAL" FILED IN THE OFFICE OF THE RECORDER OF SACRAMENTO COUNTY IN BOOK 79 OF MAPS AT PAGE 11.

CONTAINING 1.230 ACRES OF LAND MORE OR LESS

NOTE: THE ABOVE DESCRIBED PARCELS ARE HEREBY MERGED AND THE COMMON LINE HEREBY REMOVED.

END OF DESCRIPTION

Exhibit 5: Regulatory Agreement

NO FEE DOCUMENT:

Entitled to free recording
per Government Code §§6103 & 27383.

When recorded, return to:

SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY
801 12th Street, 4th Floor
Sacramento, CA 95814
Attn: Portfolio Management

REGULATORY AGREEMENT FOR RESIDENTIAL RENTAL PROPERTY

AND DECLARATION OF RESTRICTIVE COVENANTS AFFECTING REAL PROPERTY

PROJECT NAME: Northview Pointe
PROJECT ADDRESS: 2314 Northview Drive, Sacramento, CA 95833 APN: 274-0232-013 & 274-0232-014

FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS ACKNOWLEDGED , AGENCY AND OWNER

HAVE ENTERED THIS REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS AFFECTING REAL PROPERTY (REGULATORY AGREEMENT) AS OF THE EFFECTIVE DATE.

1. GENERAL. This Regulatory Agreement incl udes the Exhibits listed below which are attached to and incorporated in this Regulatory Agreement by this reference.

2. DEFINITIONS. The capitalized terms in this Regulatory Agreement shall have the meanings assigned in the following table and in the bod y of this Regulatory Agreement as the context indicates. Terms being defined are indicated by quotation marks.

TERM DEFINITION
“Effective Date” This Regulatory Agreement shall be effective as of the following date:

“Agency” Sacramento Housing and Redevelopment Agency
a joint powers agency.
“Agency Address” Agency’s business address is 801 12th Street, Sacramento, California 95814 “Owner” Northview Pointe LP
“Owner Address” Owner’s business address is as follows: 3910 Cover Street, Long Beach, CA 90808 “Jurisdiction” City of Sacramento
“Property”
That certain real property which is subject to this Regulatory Agreement as further described in the legal description, attached as Exhibit 1 – Legal Description of the Property and incorporated in this Regulatory Agreement by this reference “Funding
Agreement”
The Funding Agreement between
Agency and Owner as follows:

Titled: Construction and Permanent Loan
Agreement
Dated:
“Agency Funding” Agency Funding made by Agency to Owner under the Funding A greement for development of the Property
“Agency Funding
Amount“
The amount of Agency Funding, as follows: $2,500,000.00 Northview Pointe – Regulatory Agreement Page 2

“Funding
Requirements”
The legal restrictions on the use of the funds that Agency has used to make Agency Funding, as applicable to a nd restricting the Property. The Funding Requirements are set out in Exhibit 2 – Funding Requirements.

“Approved Use”
The only permitted use of the Property, which is as a residential property available for rent by the general public and containing not less than the following number of units:

66 3. RESTRICTED PARCELS; APPROVAL OF LEASES. In order to assure that the proper number and types of units have been rented in accordance with this Regulatory Agreement, Owner is prohibited from leasing any Unit within the Project until either the parties have recorded against the Property a list of the Restricted Units or Agency has approved the individual lease or lease form for the Restricted Units. The following numbers of units are restricted for each respective fu nding source. The initial rents for the Restricted Units shall be the following; provided, however, that upon the request of Owner, Owner and Agency may agree to a schedule for the Restricted Units that complies with the following affordability req uirements as of the date when the Project is available for occupancy. In any event the rents for the Restricted Units may be adjusted not more often than annually. The rents shall include allowance for utilities and costs reasonably related to the rental of the Restrictive Units, as may be required in determining the rents for the applicable funding sources. Only Restrictive Units indicated under Agency Funding Source are assisted by Agency.

Nevertheless, Owner shall assure the affordability of all of th e following Restrictive Units at the named affordability levels.

4. R
ESTRICTIVE UNITS. Restrictive Units with HOME as its funding source are fixed units if referenced by Apartment Number or equivalent; otherwise such units are "floating unit s" in which t he number of units of an affordability level and bedroom type remains the same, but the actual designated unit may change from time to time. Notwithstanding any conflicting provision in the Funding Requirements, the Initial Rent per Unit per Month listed i n this Regulatory Agreement shall be paramount and controlling. Additionally, higher rents may be charged for Restricted Units subject to U.S. Department of Housing and Urban Development Housing Assistance Payment Vouchers, provided that the actual rents paid by the tenants do not exceed those allowed by the HAP agreement/voucher.

Agency Funding
Source:

Other
Funding
Source:

Affordability
Level:

Number of
Units: Restricted Units:

Initial
Rent per
Unit per
Month:

HOME Very Low Income
(50% AMI)
17 Studio $887

5. MANAGEMENT AGREEMENT. Owner agrees that at all times the Project shall be managed by a property manager (i) approved by Agency in its reasonable discretion and (ii) who has successfully managed at le ast five projects over forty units in size and subject to a recorded regulatory agreement for at least three years’ prior to the application, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such proj ects (the “Manager”). Owner shall submit to Agency from time to time such information about the background, experience and financial condition of any existing or proposed Manager as Agency may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. Agency reserves the right to conduct periodic reviews of the management practices and of the Manager to determine if the Project is being operated and managed in acc ordance with the req uirements and standards of this Regulatory Agreement and the Funding Agreement. Owner agrees to cooperate with Agency in such reviews.

If Agency determines in its reasonable judgment that the Project is not being operated and managed in accordance with one or more of the requir ements or standards of the Funding Agreement, Agency may deliver notice to Owner requesting replacement of the Manager, which notice shall state clearly the reasons for such request. Owner agr ees that, upon rece ipt of such notice, Owner shall within 60 days submit to Agency, a proposal to engage a new Manager meeting the requirements of this provision. Agency shall respond within 30 days to such proposal or such approval Northview Pointe – Regulatory Agreement Page 3

shall be deemed given. Upon receipt of such c onsent or deemed consent, Owner shall pr omptly terminate the existing Manager’s engagement and engage the new Manager.

Owner shall not enter into any management agreement or arrangement with any party with respect to the management of the Project with out Agency's prior w ritten consent, such con sent not to be unreasonably withheld or delayed. Owner shall not materially modify, amend or terminate any approved management agreement (other than as required to comply with the terms of the Funding Agreement a nd/or applicable law ) without Agency's prior written consent, which consent will not be unreasonably withheld or delayed; provided, however, that such consent shall not be required to extend the term of an existing management agreement.

Approved Management Company
John Stewart Company

6. SPECIAL PROVISIONS. Owner shall also comply with the following special provisions.

Provision Term

1. Annual Administrative Fee . Borrower agrees to pay an a nnual administrative fee ( “Fee”) to Lender as compensation for monitoring compliance with regulatory restrictions and the administration of the loan.

Fee p ayments shall be payable to Lender on the Closing Date for the prorated s emiannual period commen cing on the Closing Date to and including May 31, and in equal installments on a prospective basis each June 1 and December 1 of each year ther eafter pursuant to the payment schedule below.

Date Amount
December 1, 2022 (COE) $12,500.00
June 1, 2023 $12,500.00
December 1, 2023 $12,500.00
June 1, 2024 $12,500.00
December 1, 2024 $12,500.00
June 1, 2025 $12,500.00
December 1, 2025 $623,425.40

N/A

7. REPRESENTATIONS. Agency has provided Agency Fundi ng to Owner to dev elop the Property, subject to the terms of the Funding Agreement . F or purposes of this Se ction 7, “Property” shall mean Pr operty or Restricted Unit as the context may indicate. This Regulatory Agreement is a substantial part of the consideration to Agency for making Agency Funding. The funds used by Agency under the Funding Agreement are fun ds fro m public funding sources administered by Agency and their use is subject to certain requirements some of which are embodied in this Regula tory Agreement. Fu rther, Agency has made Agency Funding in accordance with the laws, rule s and regulations to w hich Agency is subject. Theref ore, Agency has made Agency Funding c onditioned upon Owner’s agreement, for itself and its successors and assigns, to comply with all pro visions of this Regulatory Agreement, including without limitation , the Funding Agreement. Ow ner represents that it ha s had full opportunity to make itself independently familiar with such limitations and restrictions, and Owner accepts them and agrees to comply fully with them.

8. COVENANTS. Owner makes the following covenants. Unless Owner has re ceived the prior written co nsent o r Agency approval otherwise, Owner shall fully comply with each and every covenant. Except as otherwise stated in this Regulatory Agreement, the following covenants shall have a term that is the same as the longest term s pecified in the Funding Requirements.

a. Owner shall use and permit others to use the Property only for the Approved Use.

b. Owner shall ensure full compliance with the Funding Requirements.

Northview Pointe – Regulatory Agreement Page 4

c. Owner shall not convey, transfer, hypot hecate, or otherwise encumbe r any of the Property or pe rmit th e conveyance, transfer, hypothec ation, or encumbrance of the Property unless such assignee, transferee, beneficiary, or encumbrancer has agreed, in writing and in a form suitable for recordation, to be bound by the t erms of this Regulatory Agreement.

d. Owner shall not cause and shall not permit expansion, reconstruction, or demolition of any part of improveme nts on the Property, except as provided by the Funding Agreement.

e. Owner shall maintain th e Property and all bui lding improvements, grounds and equipment of the Property in good repair and condition and in compliance with all applicable housing quality sta ndards and local code requirements.

Owner shall maintain the Property in good condition an d shall keep the Prope rty re asonably free from graffi ti and unrepaired vandalism and from accumulation of abandoned property, inoperable vehicles, unenclosed storage, debris, waste materials, and hazardous substances. In the event of a casualty loss, Owner shall cause the restoration or replacement of the Property, in a timely manner and provided that such restoration or replacement is then economically feasible.

f. Owner shall not cause and s hall not permit discrimination based on race, color, national origin, religion, sexual orientation, gender, familial stat us, age or disability in the sale, leas e, or rental or in the use or occupancy of the Property. Owner covenants by and for him/her /itself, his/her/its heirs, executors, administrators, and assigns, and all persons claiming under or through them that ther e shall be no discrimination against or s egregation with reference to the selection, location, number, use or occ upancy of tenants, lessees, subtenants, sublessees, or vendees in the Property.

This covenant against discrimination shall continue in perpetuity.

g. Owner 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 sex, gender identity, or sexual orientation.

h. Owner shall ensure complianc e with the obligations i mposed by the federal Personal Responsibility and Work Opportunity Act (Public Law 104- 193, commo nly known as the Welfa re Reform Act) as amended by Californ ia Welfare and Institutions Code Section 17851, which restrict Agency funding of federal, state or l ocal benefits to persons who are not citizens or qualified aliens as defined in such act.

i. Owner shall provide Agency w ith a det ailed resident services plan including but not limited to the following information: (1) identification of all entities res ponsible for providing resident services to Project tenants and each entity’s role in the pro vision of those services; (2) a description of the services to be pr ovided; (3) a resident services budget and proforma; and (4) Agency approved resident services at th e Project according to the following minimum schedule of fifteen (15) hours per week:

1) Coordinator: four (4) hours per week; and

2) Services of eleven (11) hours per week are to be provided and to include, but are not limited to:

• Workforce development support and activities;

• Educational classes s uch a s nutrition, exercise, health resources, health insurance application assistance, annual onsite health fair, English as a Second Language (ESL) classes;

• Socialization activities such as bingo, gardening and community building events; and

• Other serv ices such as transportat ion assistance, counseling a ssistance and employee re adiness and job search assistance.

j. Owner shall not pass utility charges paid by Owner, including water, sewer, and garbage collection charges, through to tena nts as an add -on to the ir contracted rent su bject to adjustments p ermitted by applicable utility allowances.

Northview Pointe – Regulatory Agreement Page 5

k. Owner shall not make payment of rental insurance premiums a condition of occupancy. If Owner require renters’ insurance, the policy premium must be deducted from the te nant’s rent. Owner s hall not add the insur ance premium to the tenant’s rent in either the initial or subsequent years.

l. Owner shall make all of the units, indoor common areas and buildings smoke free.

9. NATURE OF COVENANTS. The provisions contained i n this Regulatory Agreement are covenants which s ubject and burden the Property, as covenants running with the land. It is intended and agreed that the agreements and covenants provided in this Agreement shall be covenants running with t he land and equitable se rvitudes on the land and that they shall, in any ev ent, and without regard to technical classifications or designat ion, be binding, to the fullest extent permitted by law and equity, for the benefit and in favor of, and enforceable by, Agency, Agency's suc cessors and assigns, any other governmental entity acting within its autho rity and any successor in interest to Agency's interest under this Regulatory Agreement against Owner, its successors and assigns and every successor in inter est to all or any part of the Property.

10. TERM. The term of this Reg ulatory Agreement shall commence on the Effective Date and continue unti l the terms of all of the covenants, including without limitation, the terms stated in the Funding Requirements, have expired or otherwise be en terminated. Notwi thstanding the term in the F unding Requirements, the te rm of t his Regulatory Agreement shall be Twenty (20) years from the Effective Date.

11. EXPIRATION OF AFFORDABILITY PERIOD . Owner agrees the rent of "in-place” tenan ts at t he conclusion of the Term will continue to be governed by the applicable affordability restrictions, so long as those tena nts continue to live in the development.

12. M
ULTIPLE FUNDING REQUIREMENTS. If more than one form of Funding Requ irements is atta ched, each Restricted Unit shall be sub ject to the Funding Re quirements for every Funding Sour ce applied to the respective Restricted Unit. If the terms of the Funding Require ments shall conflict as to any Restricted Unit, the Funding Requirements shall be construed so as to meet all applicabl e requirements for the respective Restricted Unit, including without limitation the use of the most restrictive requirements and the use of the “Recapture” formula that results in the greatest repayment to Agency.

13. R
ECORDKEEPING AND REPORTING. Upon request of Agency, Owner shal l prom ptly provide any additional information or documentation requested in writing by Agency to verify Owner's com pliance with the provisions of this Regulatory Agreement. At the written request of Agency, Owner shall, within a reaso nable time following r eceipt of such request, furnish reports and shall give specific answ ers to questions upon which information is desi red from time to time relative to the income, assets, liabilitie s, contracts, op erations, and condition of the property and the status of any deeds of trust encumbering the Property.

14. A
UDIT AND INSPECTION. Th e Pr operty and all related equipment, buildings , plans, offices, books, contracts, records, documents and othe r related papers shall a t all times be maintained in rea sonable condition for audit and shall be subject to e xamination by Agency or its agents. The books and accounts of the operations of the Property shall be kept in accordance with generally accepted ac counting principles. O wner shall provide Agency access to the Property and i ts ten ants during reasonable hour s for t he purpose of reviewing Owne r’s compliance with this Regulatory Agreement.

15. I
NDEMNITY FOR OWNER’S FAILURE TO MEET LEGAL REQUIREMENTS. Owner shall indemnify and hold Agency, its officers, directors, and employees har mless from any and all liability arising from Owner’s failure to com ply with the covenants, conditions and restrict ions contained in this Regulatory Agreement or to comply with a ll other laws, rules, re gulations and restrictions related to the use of Agenc y Fundin g. Without limitation, su ch indemnity shall include repayment to the appropriate parties of rents or sales proceeds in excess of amounts authorized to be charged and repa yment to Agency o f the c osts of funds and the value of l ost opportunities resu lting from the required repayment by Agency to the funding source of funds improperly used.

16. C
HANGES WITHOUT CONSENT OTHERS. Only Agency and its successors and assigns, and Owne r (subject to th e reasonable approval of Owner's lender) shall have the right to consent and agree to change s in, or to eliminate in whole or in part , any of the covenants or restrictions cont ained in this Regulatory Agreement without the consent of any Northview Pointe – Regulatory Agreement Page 6

easement holder, l icensee, other mortgagee, trustee, bene ficiary under a deed o f trust or any other person or en tity having any interest less than a fee in the Property.

17. DEFAULT. Upon a breach of any of the provisions of this Regulatory Agreement by Owner , Agency may give written notic e of such breach to Owner by registered or cert ified mail. If such violation is not co rrected to the satisfaction of Agency within thirty (30) days after the dat e such notice is mailed or within such further time as Agency may determine in i ts sole and ab solute discretion is nece ssary to correct the b reach, and without further noti ce to Owner, Agency may declare a def ault under this Agreement, effective on the dat e of such declaration of default, and upon such default Agency m ay: (a) take any action then available under the Funding Agreement for a defa ult under the Funding Agreement ; (b) apply to any court for specific performance of this Regulatory Agreement, (c) apply to any court for an injunction against any violation of t his Agreement; (d) apply to any court for the appointment of a receiver to take over and operate the Property in accordance with the terms of this Regulatory Agreement, (e) apply to any court for money damages; or (f) apply to any court or other tribunal f or such other rel ief as may be ap propriate. The parties agree the injury to A gency arising from a default unde r any o f the terms in this Regulato ry A greement would be irreparable, and the amount of damage would be difficult to ascertain.

18. REGULATORY AGREEMENT VIOLATIONS. Owner shall pay the program compliance fees and expenses to Agency set forth in Compliance Vi olations and Actions (Exhibit 3 - Compliance Violations and Actions) in reimbursem ent of the amounts and time expended by Agency to insure Owner’ s compliance with State statutes and federal regulations and Owner’s obligatio ns under this Regulatory Agreem ent as a result of Owner not meeting its obligations and reporting requirements. No compliance fee will be assessed for one incident of each type o f compliance violation per annual inspection provided the violation is corrected within the specified correct ive time period. The second and subsequent violations will be assessed compliance fees as detailed in the Compliance Violations and Actions tables.

19. B
INDING SUCCESSORS IN INTEREST. This Regulatory Agre ement shall bind and t he benefits shall inure to Owne r, its successors in interest and assigns, and to Agency and its successors for the term of this Regulatory Agreement.

20. CONTRADICTORY AGREEMENTS. O wner warrants th at it has not, and will not, execute any other agreement with provisions contradictory of or in opposition to, the provisions of this Regulatory Agreement, and that, in any eve nt, the requirements of this Regulatory Agreement are paramount and controlling as to t he rights and obligations set forth and supersede any other requirements in conflict with this Regulatory Agreement.

21. COMPLIANCE AMENDMENTS. If revis ions to the provisions of this Regulatory Agreement are necessitated to comply with the laws or regulations governing Agency Funding, Owner agrees to execute mod ifications to this Regulatory Agreement that are needed to comply with such laws or regulations.

22. ATTORNEYS' FEES. If the services of any attorney are required by any party to se cure the performa nce of this Regulatory Agreement or oth erwise upon the breach of default of another party, o r if any judicial remedy or mediation is necessary to enforce or interpret any provision of this Regulatory Agreement or the rights and duties of a ny person in relation to this Regulatory Agreement, the prevailing party shall be entitled to reasonable atto rneys' fees and costs in addition to a ny other relief to which such party may be ent itled. Any award of damages following judicial remedy or arbitration as a resul t of th is Regulatory Agreement or any of its provisions shall include an award of prejudgment interest from the date of the breac h at the maximum amount of interest allowed by law. The prevailing party shall mean the party receiving an aw ard in arbitratio n or a judgment in its favor, unless the award or judgment is less favorable than the best s ettlement offered in writing in a rea sonable manner by the o ther party, in which cas e the prevailing party is the other party.

23. SEVERABILITY. The invalidity or une nforceability of any clause, part or pr ovision of this Regula tory Agreement shall not affect the validity of the remaining portions.

24. E
LECTION OF REMEDIES. To the extent appli cable, in the event of any breach of any covenant, condition or restriction contained i n this Regulatory Agreement, Age ncy shall reasonably endeavor to remedy such breach b y conference and conciliation. If, i n the opinion of Agency, Agency and Owner are u nable mutually to agree upon a suitable remedy or the circumstan ces so warrant, such br each may be enjoined or abated by appropriate proceedi ngs brought by Agency.

Northview Pointe – Regulatory Agreement Page 7

Agency may institute or prosecute in its own name, any suit A gency may consider advisable i n order to compel performance of any obligation of any owner to develop and maintain th e subject property in conformity with this Regulatory Agreement and to remedy any def ault of t his Regulatory Agreement. A gency may also se ek a d ecree requiring removal of any improvements constructed on the Property which improveme nts are designed for use s not permitted under this Regul atory Agreement and wh ich improvements are unsuitable only for uses not permitted under this Regulatory Agreement.

The remedies of Agency under this Regulatory Agreement are cumulative, and the exerc ise of one or more of such remedies, including, without limitation, remedies u nder the Funding Agreement shal l not be deemed an election of remedies and shall not preclude the exercise by Agency of any one or more of its other remedies.

25. NO WAIVER. No waiver by Agency of any breach of or default under this Reg ulatory Agreement shall be deemed to be a waiver of any other or subsequent breach or default.

26. NOTICES. W ritten notices and other writt en communications by and between the parties shall be addressed to Owner at Owne r’s Add ress and to Agency at Agency Address or such other address as each respective party h as designated by written notice to the other party.

Northview Pointe – Regulatory Agreement Page 8

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

Northview Pointe LP, a California limited partnership

By: Northview Pointe GP LLC,
a California limited liability company,
its administrative general partner

By: Excelerate Housing Group LLC,
a California limited liability company,
its sole member and manager

By: ____________________________________
Dana Trujillo, Manager / President & CEO

By: TLCS, Inc., dba Hope Cooperative,
a California nonprofit public benefit corporation,
its managing general partner

By: ___________________________________
Erin Johansen, CEO

Northview Pointe – Regulatory Agreement Page 9

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

AGENCY:

Sacramento Housing and Redevelopment Agency

By: _______________________________________
La Shelle Dozier, Executive Director

Approved as to form: _________________________
Agency Counsel

Northview Pointe – Regulatory Agreement Page 1

EXHIBIT 1

Legal Description of the Property

ALL THAT REAL PROPERTY SITUATED IN THE CITY OF SACRAMENTO, COUNTY OF SACRAMENTO, STATE OF CALIFORNIA DESCRIBED AS FOLLOWS:

PARCEL1
LOTS 48 AND 49 AS SAID LOTS ARE SHOWN ON THAT CERTAIN PLAT ENTITLED " NORTHGATE COMMERCIAL" FILED IN THE OFFICE OF THE RECORDER OF SACRAMENTO COUNTY IN BOOK 79 OF MAPS AT PAGE 11.

CONTAINING 1.230 ACRES OF LAND MORE OR LESS

NOTE: THE ABOVE DESCRIBED PARCELS ARE HEREBY MERGED AND THE COMMON LINE HEREBY REMOVED.

END OF DESCRIPTION

Northview Pointe – Regulatory Agreement Page 1

EXHIBIT 2

Funding Requirements

These “HOME Funding and Other Federal Requirements” are attached to the Loan Documents (Loan Agreement and Regulatory Agreement), and are incorporated in the Loan Documents. The capitalized terms used in these HOME Funding and Other Federal Requirements shall have the meanings below in the body of these HOME Funding and other Federal Requirements. Terms being defined are indicated by quotation marks. Capitalized terms in these HOME Funding and Other Federal Requirements that are not defined below are defined in the Loan Documents. References to the CFR are to the Code of Federal Regulations. Project specific restrictions are set forth in th e Regulatory Agreement.

1. Definitions. For the purposes of the Loan Documents and in addition to the definitions made elsewhere in the Loan Documents, the following capitalized words and phrases contained in this Contract shall have the following meanings:
“HOME” is the federal HOME Investment Partnership program (Catalogue of Federal Domestic Assistance FDA 14.239) administered by the U.S. Department of Housing and Urban Development. a. The “HOME Requirements” are the laws, rules and regulations which are specifically applicable to this contract. A substantial portion of the Federal Requirements are included in the se HOME Funding and Other Federal Requirements.
b. “Exhibits” to these HOME Funding and Other Federal Requirements contain a substantial portion of the Federal Requirements, and are incorporated into this Agreement in the form of a cloud content management and file sharing service (e.g., Box).

Borrower acknowledges that they have reviewed and accept these Exhibits by initialing here: ____.

The Exhibits included the following:
i. Exhibit 1 – HOME Regulations: 24 Code of Federal Regulations (CFR) Part 92. ii. Exhibit 2 – Requirements for nonprofit subgrantees; 2 CFR §200.70; Appendix VIII to 2 CFR Part 200
iii. Exhibit 3 –Restrictions on Lobbying; 24 CFR Part 87; see also 2 CFR §200.450 iv. Exhibit 4- Federal Labor Standards Provisions: 29 CFR Part 5

2. Recitals. The Agency Funding i ncludes proceeds of the federal HOME Investment Partnerships Act (“HOME”) and its implementing regulations (commencing at 24 CFR Part 92) (“HOME Funds”). The Agency has approved the Agency Funding on condition that the property described in the Loan Docum ents (“Property”) is rehabilitated or developed as residential rental property (“Project”) with certain units regulated in accordance with laws, rules and regulations regarding the use of HOME funds for the benefit of low -income persons (“HOME Restricted Units”) by recordation of these H OME Funding and Other Federal Re quirements as covenants running with the land. HOME Restricted Units are made affordable by such regulation to persons and households that qualify as low-income or very low-income as indicated in the table in Section 3 of the Regulatory Agreement.

3. Use of H OME Funds. Owner shall assure that the HOME Funds are used only for qualified uses. HOME Funds may only be used to provide incentives to develop and support affordable rental housing and homeownership affordability through the acquisition (including assistance to homebuyers), new construction, reconstruction, or rehabilitation of non -luxury housing with suitable amenities, including real property acquisition, site improvements, conversion, demolition, and other expenses, including financing costs, relocation expenses of any displaced persons, families, businesses, or organizations; to provide tenant -based rental assistance, including security deposits; to provide payment of reasonable admi nistrative and planning costs; and to provide for the payment of operating expenses of community housing development organizations, all as further defined in 24 CFR §§ 92.205- 92.209. The HOME Funds shall not be used for project reserve accounts except as expressly authorized or to provide operating subsidies.

Northview Pointe – Regulatory Agreement Page 2

Owner shall not utilize the Project for explicitly religious activities, including activities that involve overt religious content such as worship, religious instruction, or proselytization, and to the extent that Owner engages in such explicitly religious activities, it shall perform such activities and offer such services outside of the program pursuant to which Owner is developing the Project pursuant to this Agreement. The Owner further represents that the Project units are available to all persons regardless of religion, religious belief, a refusal to hold a religious belief, or a refusal to attend or participate in a religious practice; and that there are no religious or membership criteria for te nants of the Property.

4. Section 3 Requirements . Owner shall ensure compliance with the following Section 3 Requirements. The terms used in this Section shall have the meanings assigned to them in 24 CFR Part 75. Further, Owner shall ensure all Covered Contracts, as defined in 24 CFR Part 75, related to the Project contain the provisions set forth in this Section 4, subsections a through f (the “Section 3 Clause”):
a. The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. b. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 75, which implement section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 75 regulations. c. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under t his section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set fort h minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. d. The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 75, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 75. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 75. e. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 75 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 75.
f. Noncompliance with HUD's regulations in 24 CFR part 75 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. g. With respect to work performed in connection with section 3 covered Indian housing assistance, section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indi ans, and (ii) preference in the award of contracts and sub contracts shall be given to Indian organizations and Indian- owned Economic Enterprises. Parties to this contract that are subject to the provisions of section 3 and section 7(b) agree to comply wit h section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b).

5. Property Standards . Upon completion, the Project will comply with the applicable property standards of 24 CFR § 92.251. For the term of these Funding Requi rements, Owner shall provide Agency access at all reasonable times for inspection to assure compliance with such standards. Such provisions are generally as follows:

Northview Pointe – Regulatory Agreement Page 3

a. If the Project is new construction, it must meet all applicable local codes, rehabilitation standards, ordinances, and zoning ordinances at the time of project completion. Newly constructed housing must meet the current edition of the Model Energy Code published by the Council of American Building Officials. b. All other HOME -assisted housing (such as acquisition) must meet all applicable State and local housing quality standards and code requirements.
c. The housing must meet the accessibility requirements at 24 CFR part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 United States Code (USC) Section 794) and covered multifamily dwellings, as defined at 24 CFR §100.201, must also meet the design and construction requirements at 24 CFR §100.205, which implement the Fair Housing Act (42 USC §§ 3601et. seq.). d. Construction of all manufactured housing must meet the Manufactured Home Construction and Safety Standards established in 24 CFR Part 3280. These standards pre -empt State and local codes covering the same aspects of performance for such housing. Also, installation of manufactured housing units must comply with applicable State and local laws or codes, or in the absence of such laws or codes, the participating jurisdiction must comply with the manufacturer's written instructions for installation of manufactured housing units. Manufactured housing that is rehabilitated using HOME funds must meet the requirements set out in Section 4.a. e. Owner must maintain the housing in compliance with all applicable State and local housing quality standards and code req uirements and if there are no such standards or code requirements, the housing must meet the housing quality standards in 24 CFR §982.401.

6. Lead-Based Paint . Owner shall comply with the Lead -Based Paint Poisoning Prevention Act (42 USC §4821et. seq.), the Residential Lead -Based Paint Hazard Reduction Act of 1992 (42 U.S.C. §4851et. seq.), and implementing regulations.

7. Affordability Requirements . Owner shall assure that the of HOME Restricted Units shall be rented at or below the following rates:
a. Low-Income Units shall be rented for amounts that do not exceed thirty percent (30%) of sixty- five percent (65%) of the Sacramento Metropolitan Statistical Area median income (“Median Income”), as determined annually by the federal Department of Housing and Urban De velopment (“HUD”), as adjusted for family size appropriate to the size and number of bedrooms in the respective HOME Restricted Unit, provided however that if the tenant is paying for utilities and services for the HOME Restricted Unit, the rent shall not exceed the maximum amount calculated as set forth in this subdivision minus a monthly allowance for utilities and services as set forth in the maximum monthly allowances for utilities and services established and updated annually by the Agency pursuant to 24 CFR §92.252(d).
b. Very Low-Income Units shall be rented for amounts that do not exceed thirty percent of fifty- percent (50%) of the Median Income as adjusted for family size appropriate to the size and number of bedrooms in the respective HOME Restricted Unit, provided however that if the tenant is paying for utilities and services for the HOME Restricted Unit, the rent shall not exceed the maximum amount calculated as set forth in this subdivision minus a monthly allowance for utilities and services as se t forth in the maximum monthly allowances for utilities and services established and updated annually by the Agency pursuant to 24 CFR §92.252(d). c. Notwithstanding any other provision, the maximum rent on any HOME -Restricted Unit shall not exceed the “Fair Market Rent” as established by HUD under 24 CFR §888.111. d. Unless Owner has obtained prior written Agency authorization, Owner shall maintain the allocation of HOME-Restricted Units by the bedroom sizes stated in the Regulatory Agreement. e. Such maximum rent limits shall be recalculated periodically after HUD determination of the Fair Market Rent or the Median Income; provided, however, that the rents are not required to be lower than the initial rent for the HOME-Restricted Units. Owner shall give tenants not less than thirty (30) days’ notice of a change in rents.

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f. The Agency shall review and approve rents proposed by Owner for the HOME Restricted Units, subject to the maximum rent limitations as set forth in section 6(a), (b) and (c) of this Agreement. The Agency will provide Owner with information on updated HOME rent limits. Owner must annually provide the Agency with information on rents and occupancy of HOME Restricted Units to demonstrate compliance with this Section 6. The Agency must review rents for compliance and approve or disapprove them every year. g. The foregoing affordability requirements may, with the consent of the Agency, terminate on foreclosure or deed in lieu of foreclosure; provided, however, that the affordability requirements will revive according to the original terms if the Owner at the time of foreclosure, or any entity that includes such Owner or anyone with whom such Owner has or had family or business ties, obtains an ownership interest in the Project or Property.

8. Occupancy R equirements. Owner shall assure that all HOME Restricted Rental Units shall be initially occupied by households earning less than sixty- five percent (65%) of the Median Income, as verified by the Agency.

Notwithstanding any other provision, if five or more units in the Project are HOME -Restricted Units, not less than twenty percent of the HOME -Restricted Units shall be Very Low -Income Units and shall be occupied by families whose annual income does not exceed fifty -percent (50%) of the Median Income. If a tenant of a HOME -Restricted Unit no longer qualifies as for the HOME -Restricted Unit as a result of an increase in family income, the HOME - Restricted Unit continues to qualify under these Funding Requirements so long as actions satisfactory to HUD are being taken to ensure that all vacancies are filled in accordance with these Funding Requirements until the noncompliance is corrected. Such tenants shall pay as rent the lesser of the amount payable by the tenant under State or local law or thirty percent (30%) of the family’s adjusted income, except that tenants of HOME -assisted units that have been allocated low -income housing tax credits by a housing credit agency pursuant to section 42 of the Internal Revenue Code of 1986 (26 USC Section 42) must pay re nt governed by such section. In addition, for projects where HOME units are designated as floating pursuant to 24 CFR §92.252(j), tenants who no longer qualify as low -income are not required to pay as rent an amount that exceeds the market rent for compar able, unassisted units in the neighborhood. If the HOME-Restricted Units are not occupied by eligible tenants within six months following the date of Project completion, Owner shall, in accordance with the requirements of 24 CFR §92.252, submit marketing information to Agency and to HUD and, if appropriate, submit a marketing plan. If any HOME -Restricted Unit has not been rented to eligible tenants 18 months after the date of project completion, Owner shall repay the HOME funds invested in such HOME-Restricted Unit to HUD.

9. Income Verification . Owner shall fully cooperate with Agency by requiring every prospective tenant of a HOME Restricted Unit to provide to Owner, prior to initial occupancy of a H OME-Restricted Unit and annually, all information requir ed to verify income -eligibility of the prospective tenant to assure income eligibility in accordance with 24 CFR § 92.203. For the initial eligibility determination, Owner shall cause the tenant to provide the Agency with at least two months of source doc uments evidencing annual income (by way of example, wage statement, interest statement, unemployment compensation statement) for the family. Thereafter, Owner shall cause the tenant to provide the Owner with such source documents; a written statement of t he amount of the family's annual income and family size, with a certification that the information is complete and accurate and assurance that the family will provide source documents upon request; or a written statement from the administrator of a governm ent program under which the family receives benefits and which examines each year the annual income of the family, stating the tenant's family size and the amount of the family's annual income or alternatively, stating the current dollar limit for very low or low - income families for the family size of the tenant and state that the tenant's annual income does not exceed such limit.

10. Tenant Protections; Lease Provisions . Owner shall comply with the following provisions for protection of tenants in HOME-Restricted Units.
a. Owner shall enter into an initial lease with a tenant of a HOME -Restricted Unit for not less than one year, unless by mutual agreement between the tenant and the Owner and not required by Owner as a condition of entering into the lease. Such lease shall not contain any of the following provisions, in addition to any other applicable requirements of law:
i. Agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of the Owner in a lawsuit brought in connection with the lease;
Northview Pointe – Regulatory Agreement Page 5

ii. Agreement by the tenant that the Owner may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties; excepting an agreement by the tenant concerning disposition of personal pr operty remaining in the housing unit after the tenant has moved out of the unit that is in accordance with State law; iii. Agreement by the tenant not to hold the Owner or the Owner's agents legally responsible for any action or failure to act, whether intentional or negligent; iv. Agreement of the tenant that the Owner may institute a lawsuit without notice to the tenant; v. Agreement by the tenant that the Owner may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties;
vi. Agreement by the tenant to waive any right to a trial by jury; vii. Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and viii. Agreement by the tenant to pay attorney's fees or other legal costs, even if the tenant wins in a court proceeding by the Owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses.
ix. Agreement by the tenant (other than a tenant in transitional housing) to accept supportive services that are offered.
b. An Owner may not terminate the tenancy or refuse to renew the lease of a tenant of rental housing assisted with HOME funds except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable Federal, State, or local law; for completion of the tenancy period for transitional housing or failure to follow any required transitional housing supportive services plan; or for other good cause. Good cause does not include an increase in the tenant’s income or refusal of the tenant to purchase the housing. To terminate or refuse to renew tenancy, the Owner must serve written notice upon the tenant specifying the grounds for the action at least 30 days before the termination of tenancy.
c. Owner must adopt and follow written tenant selection policies and criteria that:
i. Limit the housing to very low-income and low-income families; ii. Are reasonably related to program eligibility and the applicants' ability to perform the obligations of the lease (i.e., to pay the rent, not to damage the housing; not to interfere with the rights and quiet enjoyment of other tenants);
iii. Limit eligibility or give a pr eference to a particular segment of the population if required in the Loan Documents (and only if the limitation or preference is described in the Agency’s consolidated plan).

1. Any limitation or preference must not violate nondiscrimination requirements in 24 CFR §92.350. A limitation or preference does not violate nondiscrimination requirements if the housing also receives funding from a Federal program that limits eligibility to a particular segment of the population (e.g., the Housing Opportunity for Persons with AIDS program under 24 CFR Part 574, the Shelter Plus Care program under 24 CFR Part 582, the Supportive Housing program under 24 CFR Part 583, supportive housing for the elderly or persons with disabilities under 24 CFR Part 891), and the limit or preference is tailored to serve that segment of the population.

2. If the Project does not receive funding from a Federal program that limits eligibility to a particular segment of the population, the project may have a limitation or preference for persons with disabilities who need services offered at a project only if:

Northview Pointe – Regulatory Agreement Page 6

a. The limitation or preference is limited to the population of families (including individuals) with disabilities that significantly interfere with their ability to obtain and m aintain housing; b. Such families will not be able to obtain or maintain themselves in housing without appropriate supportive services; and
c. Such services cannot be provided in a non- segregated setting. The families must not be required to accept the services offered at the Project. In advertising the Project, Owner may advertise the Project as offering services for a particular type of disability; however, the Project must be open to all otherwise eligible persons with disabilities who may benefit from the services provided in the Project. iv. Provide for the selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; and
v. Give prompt written notification to any rejected applicant of the grounds for an y rejection. d. Owner shall not refuse to lease a HOME -Restricted unit to a certificate or voucher holder under 24 CFR Part 982 – Section 8 Tenant -Based Assistance: Unified Rule for Tenant -Based Assistance under the Section 8 Rental Certificate Program and th e Section 8 Rental Voucher Program or to the holder of a comparable document evidencing participation in a HOME tenant -based rental assistance program because of the status of the tenant as a holder of such certificate, voucher or comparable certification.

11. Unit Quality & Determination o f Cost Allocation. OWNER shall assure that HOME Restricted Units assisted with HOME Funds must be comparable in size and amenities to other units in the Project. If the assisted and non - assisted units are comparable in term s of size, features and number of bedrooms, the actual cost of the HOME Restricted units can be determined by pro- rating the total HOME eligible development costs of the Project so that the proportion of the total development costs charged to the HOME program does not exceed the proportion of the HOME Restricted units in the Project. If the assisted and non -assisted units are not comparable, the actual costs may be determined based on a method of cost allocation.

12. Compliance With Loan Documents . Owner sha ll comply with any and all applicable provisions of the Loan Agreement for so long as they continue to be in effect.

13. Repayment On Default Or Early Termination . If the Agency determines the Project does not comply with HOME requirements for affordability as specified in 24 CFR §§ 92.252 or 92.254; or if the Project is terminated before completion, either voluntarily or otherwise; or if Owner does not comply with these funding restrictions; or if the Project is determined to be an ineligible activity under H OME, Owner must repay to Agency any HOME Funds invested in the Project upon demand.

14. Program Income. If Project income is considered to be HOME program income, it shall nevertheless be paid to or retained by Owner in accordance with the agreement between Agency and Owner.

15. Administrative Requirements . Owners that are governmental or non- profit organizations shall comply with the provisions of 24 CFR §92.505 regarding uniform administrative requirements. Owner shall cooperate fully with the Agency and provide all documents and records required by Agency in preparing for HOME related audits. Owner shall comply with all applicable requirements under HOME, including without limitation, recordkeeping and reporting.

16. Governmental Entities, Non -Profits, CHDOS . S pecial HOME regulations apply to an Owner that is governmental or non-profit entities or a community housing development organization. Such Owner is responsible for knowledge of and shall fully comply with such regulations.

17. Term. These covenants shall burden and regulate the HOME Restricted Units assisted with HOME Funds for the following term as applicable, unless a longer term is specified in the body of the document to which this attached:

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a. For rehabilitation or acquisition of existing housing, five (5) years if the subsidy for each of HOME - Restricted Unit is less than $15,000;
b. For ten (10) years if such subsidy is $15,000 or more but not more than $40,000; c. For fifteen (15) years if such subsidy is more than $40,000 or if the project involves refinancing of an existing loan; and
d. For new construction or acquisition of newly constructed housing, twenty (20) years.

18. No Termination On Recapture . Notwithstanding any other provisions of the Regula tory Agreement, the provisions of the se HOME Funding and Other Federal Requirements shall continue for the duration of the applicable preceding term.

Northview Pointe – Regulatory Agreement Page 1

EXHIBIT 3

Compliance Violations and Actions

COMPLIANCE VIOLATIONS AND ACTIONS
(All payments due and payable within 30-days of assessment)

Tenant Eligibility and Affordability Violations
Compliance
Violation
Fees and Actions* Corrective Time Period
Tenants over income
at
initial move-in
Initial $500 per unit, again every 90 days
until another income qualified tenant is
housed.

Correction: Evict tenant if tenant fraud.

Otherwise, next available unit must be
Affordable and rented to an Income-
Qualified tenant.
90 days from discovery date to avoid additional
$500 charge every 90-days the problem is not
corrected.

Incorrect eligibility
documentation
Initial $50 per file for incorrect
calculations, verifications, or required
documents. Additional $50 per month if
not corrected.

Correction: Submit copies of corrections
to compliance staff as applicable.
30 days from discovery date to submit copies of
corrections to compliance staff to avoid additional
$50 per month if not corrected
Failure to complete
annual
recertifications
Initial $250 for each incomplete file.

Additional $50 per month if not corrected.

Correction: Submit copies of
recertifications to compliance staff.
30 days from discovery date to submit corrections
to avoid additional $50 per month if not
corrected.

Failure to maintain
tenant eligibility
records
Initial $500 per unit, again every 90-days
thereafter until new records in place.

Additional $100 per unit per month the
project remains out of compliance.

Correction: Immediately establish new
files/records.
30 days from discovery date to submit copies of
new records to avoid additional $100 per unit per
month the project remains out of compliance.

Incorrect Rents Reimbursement to tenant of the entire
amount overcharged. $100 payment to
Agency for each over-charged unit.

Correction: Refund tenant with letter of
correction.
30 days from discovery date to avoid additional
$100 per overcharged unit per month fee to
Agency.

Failure to submit
complete and
accurate monthly
Bond Report by due
date
Initial $100 per report. Additional $100
per day until complete and accurate report
submitted. Correction: Submit copies of
corrections to compliance staff as
applicable.
7 days from discovery date to submit complete
and accurate report to avoid additional $100 per
day charge.

Failure to comply
with approved
Management Plan
Initial $100 per report. Additional $100
per day until complete and accurate report
submitted. Correction: Submit copies of
corrections to compliance staff as
applicable.
30 days from discovery date to submit corrections
to avoid additional $100 per day charge.

Failure to submit
complete and
accurate quarterly
Resident Services
report by due date
Initial $100 per report. Additional $100
per day until complete and accurate report
submitted. Correction: Submit copies of
corrections to compliance staff as
applicable.
7 days from discovery date to submit corrections
to avoid additional $100 per day charge.

Northview Pointe – Regulatory Agreement Page 2

Failure to provide a
resident service
required by Resident
Services Plan
Initial $250 per service. Additional $100
per day until service is provided.

Correction: Implement required service or
new resident services plan submitted and
approved; approved plan implemented.
7 days from discovery date to implement required
service or provide new resident services plan to
avoid additional $100 per day charge; 30 days
from discovery date to implement new plan to
avoid additional $100 per day charge.

Noncompliant lease $100 per noncompliant lease.

Correction: Prepare and execute approved
lease or addendum to address the
deficiency.
30 days from discovery date to avoid additional
$100 per noncompliant lease per month charge to
Agency.

Housing Quality Standards Violations
Compliance
Violation
Fees and Actions* Corrective Time Period
Verifiable existence
of Toxic Mold
$200 per unit. Additional $75 per day
charge each time efforts fall outside of
corrective timeframes.

Correction: Prepare and submit action plan
that addresses scope of work and timetable
to complete. Relocate tenant if necessary.

Obtain certified clearance that mold has
been abated and unit is safe to occupy
once again.
3-days from discovery date to submit action plan
to address. 10-days to relocate tenant if necessary.
30-days to obtain certification that unit is mold
free. $75 per day additional charge each time
efforts fall outside of these timeframes.

Broken pipes and
plumbing facilities
$200 per unit. Additional $75 charge per
day if not corrected.

Correction: Repair/replace as necessary
7-days from discovery date to avoid additional
$75 per day each day thereafter corrective action
not taken.

Smoke detectors not
working in the units
$200 per unit with non-functional smoke
detector. Additional $75 charge per day if
not corrected.

Correction: Replace batteries or non-
working unit within 24 hours.

Within 24 hours of discovery date to avoid $75
per day additional charge each day thereafter
corrective action not taken.

Windows with large
cracks or missing
glass
$200 per unit. Additional $75 charge per
day if not corrected.

Correction: Repair/replace as necessary.
7-days from date of discovery to avoid $75 per
day additional charge each day thereafter
corrective action not taken.

Infestation of roaches
or vermin
$200 per infested unit. Additional $75
charge per day if not corrected.

Correction: Letter from pest control
company verifying removal of pests with
paid invoice to compliance staff.
7-days from date of discovery to avoid $75 per
day additional charge each day thereafter
corrective action not taken.

Non-working heating
unit (Winter) or air
conditioning unit
(Summer)
$500 per nonworking unit. Additional $75
charge per day if not corrected. $75 re-
inspection fee if necessary to verify
problem corrected.

Correction: Repair/replace as necessary.

Within 24 hours of discovery date to avoid $75
per day additional charge each day thereafter
corrective action not taken.

Excessive amount
of urine/ feces
$200 per unit. Additional $75 charge per
day if not corrected.

Correction: Clean unit as necessary and
address problem as the lease allows.

Submit correction letter with
documentation to compliance staff.
7-days from date of discovery to avoid $75 per
day additional charge each day thereafter
corrective action not taken.

Excessive amount of
trash/garbage in the
unit
$75 per unit. Additional $75 charge per
day if not corrected.

Correction: Clean unit and send letter of
correction to compliance staff.
14-days from date of discovery to avoid an
additional $75 per day thereafter each day
corrective action not taken.

Hazardous exterior $500 for hazardous conditions. Additional 7-days from date of discovery to avoid $75 per Northview Pointe – Regulatory Agreement Page 3

conditions $75 charge per day if not corrected. $75
re-inspection fee.

Correction: Clean and/or repair as
necessary. Re-inspection to verify problem
addressed.
day additional charge each day corrective action
not taken.

Large holes
walls/ceiling
$100 per unit. Additional $75 charge per
day if not corrected.

Correction: Submit correction letter with
documentation to compliance staff.
30-days from date of discovery to avoid $75 per
day additional charge each day corrective action
not taken.

Non-Operable
Security Gate
$500 per non-working gate. Additional
$75 charge per day if not corrected. $75
re-inspection fee if necessary to verify
problem corrected.

Correction: Repair/replace as necessary.
7-days from date of discovery to avoid $75 per
day additional charge each day corrective action
not taken.

No Security Cameras
(if cameras required)
$250 per discovery. Additional $75
charge per day if not corrected. $75 re-
inspection charge to verify problem
corrected.

Correction: Replace cameras.
30-days from the date of discovery to avoid $75
per day additional charge each day thereafter
corrective action not taken.

Non-working
Security Cameras
$100 per camera per discovery.

Additional $75 charge per day if not
corrected. $75 re-inspection charge to
verify problem corrected. Correction:

Repair/replace as necessary.
7-days from date of discovery to avoid $75 per
day additional charge each day corrective action
not taken.

Non-working or non-
accessible
amenities/services
$100 per item per discovery. Additional
$75 charge per day if not corrected. $75
re-inspection charge to verify problem
corrected. Correction: Repair/replace as
necessary.
7-days from date of discovery to avoid $75 per
day additional charge each day corrective action
not taken.

* No compliance fee will be assessed for one incident of each type of compliance violation per annual inspection provided the violation is corrected within the specified corrective time period. The second and subsequent violations will be assessed compliance fees as detailed in the Tenant Eligibility and Affordability Violations and Housing Quality Standards Violations tables.

Exhibit 6: Escrow Instructions
Northview Pointe – Joint Escrow Instructions Page 1

JOINT ESCROW INSTRUCTIONS

FOR AGENCY LOAN

“Effective Date” ***Effective
Date***

Agency and Borrower execute these Escrow Instructions as of the Effective Date. This document, including attachments and any amendments and additions, shall constitute the joint escrow instructions of Agency and Borrower for the Agency loan secured by the Property.

A
RTICLE I. GENERAL TERMS.

1. GENERAL. These Escrow Instructions, in addition to items listed below, include Article II Instructions, which is attached to and incorporated in these Escrow Instructions by this reference.

2. DEFINITIONS. The capitalized terms in these Escrow Instructions shall have the meanings assigned in Article I General Terms and as defined in Article II Instructions . (Terms being defined ar e indicated by quotation marks.)

“Title
Company”
TBD
Address: Commonwealth Land Title Company, a California corporation “Escrow” with
Title Company
Escrow
Number:
***Escrow Number*** Attention: ***Escrow Agent***
“Agency” Sacramento Housing and Redevelopment Agency
Address: 801 12th Street, Sacramento, CA 95814
Attention: Seth Wight
“Borrower” Northview Pointe LP
Address: 3910 Cover Street, Long Beach, CA 90808
Attention: Peter Enzminger
“Closing Date” ***Closing Date***
“Property” Address: 2314 Northview Drive,
Sacramento, CA 95833
APN: 274-0232-013 & 274-0232-014
Description of
the transaction

1. The following loan is made from SHRA to the Borrower: HOME Investment Partnership Program (HOME) Ac quisition, Construction and Permanent Loan, made pursuant to a loan agreement (“HOME Loan Agreement”) e videnced by promissory notes (“HOME note”) a nd secured by deeds of trust (t he “HOME Loan Trust Deed”); and S HRA will record regulatory agreements and declaration of rest rictive covenants against t he Pr operty (the “HOME Regulatory Agreement”); all made effective _________, 2022

Total Funds to Borrower: $2,500,000.00

Exhibit 6: Escrow Instructions
Northview Pointe – Joint Escrow Instructions Page 2
“Recorded Documents”- The
following documents are to be
recorded in the order listed
(top being first in pr iority).

Copies o f th e Recorded
documents are attached.

Documents:

Marked for return to:

Regulatory Agreement
Deed of Trust

“Agency Items” Promissory Note for subject loan

Loan Agreement for the subject loan

Escrow Instructions

“Borrower Items” Loan proceeds in the amount of Two Million and Five Hundred Thousand dollars and Zero cents ($2,500,000.00)
Conformed copies of the executed and recorded documents.

“Special Provisions”: ***Special Escrow Provisions*** Title Policy shall, in a ddition to customary endorsements, bear the following endorsements:
• ALTA 102.5 Foundation Endorsement
• ALTA Rewrite upon project completion
For the Regulatory Agreement - CLTA 124.1

“Agency Title Policy” in the
form of an ALTA Agency’s
Policy insuri ng that the
following are valid liens
against the property:

Documents:

Coverage amount:

Regulatory Agreement and Deed of Trust In the amount of the loan secured ($2,500,000)
The title policies s hall be
subject only to the following
“Conditions of Title”:

Items 1-13; 14 -24of Title Company’s
Preliminary Report for the Escrow
Dated:

Number: ***Escrow
Number***

Exhibit 6: Escrow Instructions
Northview Pointe – Joint Escrow Instructions Page 3
ARTICLE II. INSTRUCTIONS

1. CLOSING DATE. Escrow shall close on or before the Closing Date as it may be changed from time t o time by written agreement of Borrower and Agency.

2. CONDITIONS TO CLOSE OF ESCROW. “Close of Escrow” means the fulfillment of the Escrow terms and conclusion of the Escrow, including, without limi tation, the exec ution of unexecuted documents, the recordation of documents s pecified for recording, the issuance of title insur ance policies, the payment of fees and the delivery of funds and documents as directed in the escrow instructions for the Escrow . The Close of Escrow shall occur on the Closing Date.

2.1. CONDITIONS. The following are conditions to the Close of Escrow:

2.1.1. The conditions precedent to performance stated in the Recorded D ocuments are satisfied as of the Closing Date.

2.1.2. Simultaneously with the Close of Es crow, Title Company shall issue the Agenc y Titl e Insurance to Agency (at Borrower’s cost) in the amount stated. The Agency Title Insurance shall include all usual and custo mary endorsements and any endorsements and other commitments as Agency may reasonably require. The Agency Title Insurance s hall show the Record ed Documents marked for return to Agency as valid l iens against the Property in favor of the Agency, subject onl y to the Conditions of Title, and securing, as applicable, Borrower’s performance of its obligations and repayment of Agency Funding.

2.1.3. Prior to the Closing Date, the parties shall duly execute ( in Escrow or prior to deposit in Escrow) each such document and shall execute those to be recorded in a manner suitable for recording.

2.1.4. On or before the Closing Date, Agency shall also depos it with Title Company the Borrower Items and any Loan Amount then to be disbursed under this Agreement, but not less than closing costs, fees and charges required for Close of Escrow.

2.1.5. On or bef ore the Close of Escrow, Borrower shall also deposit with Title Company the Agency Items and Borrower’s share of closing costs and fees.

2.1.6. Title Company is satisfied that all required funds have been deposited in Title Company’s account for the Escrow, have cleared the originating bank and are available for transfer by Title Company’s check or wire transfer to the appropriate party.

2.2. DEED OF TRUST FORM. If no exhibit setting out the form of the Deed of Trust form is attached, the Title Company shall draw the Deed of Trust on the Title Company’s Long Form Deed of Trust . Title Company sha ll assure that the Deed of Trust includes a st andard clause giving Agency the option to accelerate the Loan upon the sale, conveyance, transfer or further encumbrance of the Property, whether voluntary or involuntary. Title Company s hall also affix the f ollowing provision to the Deed of Trust and incorporate it in the Deed of Trust by reference:

“The Loan Agreement requires the filing of the “Regulat ory Agreement” that i s defined in the Loan Agreement. The Regulatory Agreement con tains covenants running with the land and is recorded against the Propert y. I f 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 Agency’ s written notice to Borrower of such failure, the principal balanc e of th e Loan shall, at Agency’s option, be immediately due a nd payable, together with all unpaid interest at the stated rate fr om the date of the advancement of the Loan's proceeds.”

Exhibit 6: Escrow Instructions
Northview Pointe – Joint Escrow Instructions Page 4

2.3. UPON CLOSE OF ESCROW. The Close of Escrow shall take place on the Clos ing Dat e. On the Closing Date, Title Company shall complete t he Close of Escrow as follows and in the following order (unless otherwise stated, all recorded documents are recorded with the Sacramento County Recorder):

2.3.1. Assure fulfillment of the Special Provisions;

2.3.2. Assure all documents are complete and affix legal d escriptions of the Property as necessary to complete them;

2.3.3. Obtain full execution of all unexecuted documents;

2.3.4. Date all undated documents as of the Closing Date;

2.3.5. Record the Recorded Documents in the priority listed;

2.3.6. Determine all closing costs and fees ; including without limitation, all charges, f ees, taxes and title insurance premiu ms payable under this Agreement on Close of Es crow and any other fe es and charges approved for payment from Escr ow by bot h parties and deduct such fees from the Loan proceed s deposited by Agency in Escrow;

2.3.7. Deliver the Agency Items to Agency and the Borrower Items to Borrower; and

2.3.8. Prepare and d eliver to Borrower and Age ncy, respectively, one signed original of all documents included for delivery to either party and not deli vered for recording, one signed original of Ti tle Company's closing statement showi ng all receipts and disbursements of the Escrow, and one conformed copy of each of the recorded documents.

2.4. INABILITY TO CLOSE. If Title Company is unable to simultaneously perform all of the preceding instructions, Title Company shall noti fy Borrower and Agency, and upon each of their directions return to each party all documents, items and funds deposited in Escrow by such party (less fees and expenses incurred by the respective party) and bill the respective parties for any unpaid fees and expenses incurred in Escrow. If Escrow fails to close on th e Closing Date because Borrower has not complied with Borrower's obligations under this Loan Agreement, then Borrower shall pay the costs incurred through Escrow to the date the Escrow is terminated, including the cost of any preliminary title report and a ny cancellation fees or other costs of this Escrow. If Escrow fai ls to close on or before the Closing Date because Agency has not complied with Agency's obligations under t his Loan Agreement, s uch costs shall be paid by Agency. If Escrow fails to close on or before the Closing Date for any other reason, such costs shal l be divided equally between the parties.

2.5. COMMISSIONS. Agen cy is not responsible, by this Loan Agreement or otherwise, to pay commissions in relation to this transaction.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
Exhibit 6: Escrow Instructions
Northview Pointe – Joint Escrow Instructions Page 5
THE PARTIES HAVE EXECUTED THESE ESCROW INSTRUCTIONS in Sacramento, California as of the date first written above.

Northview Pointe LP, a California limited partnership

By: Northview Pointe GP LLC,
a California limited liability company,
its administrative general partner

By: Excelerate Housing Group LLC,
a California limited liability company,
its sole member and manager

By: ____________________________________
Dana Trujillo, Manager / President & CEO

By: TLCS, Inc., dba Hope Cooperative,
a California nonprofit public benefit corporation,
its managing general partner

By: _________________________
Erin Johansen, CEO

Exhibit 6: Escrow Instructions
Northview Pointe – Joint Escrow Instructions Page 6
AGENCY:

SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY

A JOINT POWERS AGENCY

By: ___________________________________
La Shelle Dozier
Executive Director

/ / / / / / / /
Exhibit 6: Escrow Instructions
Northview Pointe – Joint Escrow Instructions Page 7

ACCEPTANCE OF ESCROW INSTRUCTIONS

Your acceptance of t his escro w shall create a contractual obl igation by you with Agenc y and Borrower for complete compliance with these instruction s. Agency and Borrower reserve the right to jointly revoke this escrow at any time upon their payment to you of your fees and reimbursement to you of your expenses in ac cordance with the terms o f the se e scrow instructions. Your obligations as Escrow Holder under these escrow instructions shall be subject to the following provisions:

You are not responsible as to the sufficie ncy or correctness as to form, manner of exec ution, or validity of any instrument deposited in this escrow nor as to the authority or rights of any person executing such instrument. Except as otherw ise provided in these escrow instructions, your duties as Escrow Holder are limited to the proper hand ling of monies and the pr oper safekeeping of instruments and other items received by y ou as Escrow Holder, and for the performance o f your obligations as specifically provided under these escrow inst ructions. Y ou are responsible for the sufficiency of any instruments or documents prepared by you for this escrow.

Borrower agrees to indemnify and hold you harmless from damages incurre d as a result of your good faith and diligent performance of your duties under these escrow instructions.

Upon your accept ance of these escrow inst ructions, return the executed counterparts of these escrow instructions to Agency and Borrower, respectively.

Escrow Holder acknow ledges receip t of the foregoing escrow inst ructions and agrees to ac t as Escrow Holder and to comply with the terms and conditions of the escrow instructions.

Dated: _____________________________

T

ITLE COMPANY
TBD

By: ______________________________
Name:____________________________
Title:_____________________________
Its authorized agent and signatory

Northview Pointe

CHANGING LIVES
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1111 Northview Pointe (2314, 2330 Northview Drive)
Northfield Dr
0 I
Feet
150
I
300
I
Attachment 6
Hardin Ave
Jefferson Ave

SHRAGIS
June 17,2021
Attachment 7
Northview Pointe - Project Renderings

Attachment 8
Addresses
Number of Units
Year Built
Acreage
Unit Mix and Rents 15% AMI PBV 20% AMI PBV 30% AMI PBV 50% AMI PBV Total Studio/0-bedroom 20 37 9 0 66
Management Unit (2 Bedroom exempt) 1
Total Units 20 37 9 0 67
Square Footage (both locations) Unit Size (sq.ft.) Total (sq. ft.) Studio/0-bedroom 376 24,816
Management Unit (2 Bedroom exempt) 770 770
Common Areas 2,411 2,411
Total Gross 27,997
Resident Facilities
Permanent Sources Total Per Unit Per Square Foot
Federal Tax Credit Equity 11,863,591$ 177,069$ 423.75$ Permanent Loan 400,000$ 5,970$ 14.29$
MHP Loan 11,531,664$ 172,114$ 411.89$
SHRA Loan 2,500,000$ 37,313$ 89.30$
Deferred Developer Fee 1,300,000$ 19,403$ 46.43$
TOTAL SOURCES 27,595,255$ 411,869$ 985.65$
Permanent Uses Total Per Unit Per Square Foot
Acquisition 352,500$ 5,261$ 12.59$
Construction Costs 15,983,000$ 238,552$ 570.88$
Architecture & Engineering 848,396$ 12,663$ 30.30$
Permits 856,554$ 12,784$ 30.59$
Hard Cost Contingency 740,000$ 11,045$ 26.43$
Soft Cost Contingency 377,474$ 5,634$ 13.48$
Financing Cost 2,474,306$ 36,930$ 88.38$
Operating Reserves 335,826$ 5,012$ 12.00$
Transitional Operating Reserves 480,000$ 7,164$ 17.14$ Legal Fees 300,500$ 4,485$ 10.73$
Developer Fee 3,500,000$ 52,239$ 125.01$
Third Party Fees, Marketing, Other 1,346,699$ 20,100$ 48.10$ TOTAL USES 27,595,255$ 411,869$ 985.65$
SHRA $ per Unit Per Unit Cost
37,313$ 411,869$ $1.00 : $11.04
Management / Operations
Proposed Developer
Property Management Company
Operating Expenses 439,716.00$ 6,563$
Property Management Fee 68,901.00$ 1,028$
Resident Services 53,561.00$ 799$
Security Services 5,305.00$ 79$
Replacement Reserves 33,500.00$ 500$
Taxes and Insurance 60,239.00$ 899$
per unit
per unit
per unit
Northview Pointe
Residential Project Summary
2314 Northview Drive, Sacramento, CA 95833
67 new construction

1.23 The common areas and amenities include: on-site management office, on-site offices and conference rooms for service provision by case managers and resident services coordinator, resident lounge/meeting room with television and seating, resident community room with full kitchen, bathroom, storage, seating.

Leverage
Leverage
SHRA
Excelerate Housing Group
John Stewart Company
per unit
per unit
per unit
Attachment 9
Family Size 15% AMI 20% AMI 30% AMI
1 person 10,650$ $ 14,200 $ 21,300
2 person 12,165$ $ 16,220 $ 24,330
Unit Size 15% AMI 20% AMI 30% AMI
Studio 266$ 355$ 533$
¹Pursuant to 24CFR 983.301, contract rents approved by HUD may exceed the tax-credit rent limits. The tenant rent will not exceed 30% of the household adjusted gross income with PBV.

Maximum Gross Income Limits
MAXIMUM GROSS INCOME AND RENT LIMITS 2022
Low Income Housing Tax Credits, Bonds, HOME
Northview Pointe Apartments
Rent Limits¹