Sacramento City Council
July 25, 2023

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2023-00436 7/25/2023 Public Hearing Item 31.

Contract: Authorization to Execute a Conditional Loan Commitment in the Amount of $8.54 Million and Disposition and Development Agreement for the Property Located at 4501 9th Avenue with Donner Field Senior, L.P., for the Donner Field Senior Apartments Project [Published for 10-Day Review on 07/14/23] (Public Hearing Notice Published on 07/10/23) File ID: 2023-00436
Location: 4501 9
th Avenue, District 5, Represented by Councilmember Maple Recommendation: Hold public hearing and adopt a: 1) City Council Resolution authorizing the Sacramento Housing and Redevelopment Agency (SHRA) to amend its budget and execute a Conditional Loan Commitment which includes $6 million in HOME Investment Partnership Program (HOME) funds and $1 million in Housing Opportunities for Persons with AIDS (HOPWA) funds for the acquisition, construction and permanent financing of Donner Field Senior Apartments (Project) with Donner Field Senior, L.P., (Developer) or related entity; a 2) City Council Resolution authorizing the SHRA to amend its budget and execute a Conditional Loan Commitment which includes $1.25 million in City funds administered by SHRA for the acquisition, construction and permanent financing of the Project with the Developer; and 3) a Housing Authority Resolution authorizing the execution of a Disposition and Development Agreement for the property located at 4501 9 th Avenue with the
Developer for the Project and the execution of a Conditional Loan Commitment which includes Seller Carry Back financing in the amount of $290,000 or an amount justified by an updated fair market appraisal, for the acquisition, construction and permanent financing of the Project with the Developer.

Contact: Christine Weichert, Director, Development Finance, (916) 440-1353, [email protected], Sacramento Housing and Redevelopment Agency
Presenter: Whitney Bonner, Program Manager, Development Finance, (916) 440-1325, [email protected], Sacramento Housing and Redevelopment Agency Attachments:
01-Description/Analysis
02-City Council Resolution - Conditional Loan Commitment (HOME, HOPWA) 03-Exhibit A: Conditional Loan Commitment Letter
04-City Council Resolution - Conditional Loan Commitment (City Funds) 05-Exhibit A: Conditional Loan Commitment Letter
06-Housing Authority Resolution - DDA and Conditional Loan Commitment (Seller Carryback)

File ID: 2023-00436 7/25/2023 Public Hearing Item 31.
07-Exhibit A: Conditional Loan Commitment Letter (Seller Carryback) 08-Exhibit B: Disposition and Development Agreement
09-Vicinity Map
10-Site Plan
11-Project Renderings
12-Project Summary
13-Cash Flow Proforma
14-Maximum Income and Rent Limits
Description/Analysis
Issue Detail: In 1985, the Redevelopment Agency of the City of Sacramento received title to the property at 4501 9th Avenue, APN 014-0223-004 (Property). The Property is a single lot, approximately 1.23 acres, located in the Oak Park neighborhood. The Property was transferred to the ownership of the Housing Authority of the City of Sacramento in 2012 due to the dissolution of Redevelopment.

On November 1, 2016, the City Housing Authority Board adopted a resolution approving a Vacant Lot Disposition Strategy that permitted the sale of the Property.

On August 19, 2020, SHRA issued a Request for Proposals (RFP) seeking an experienced developer to construct and manage new affordable housing opportunities at the site. On December 4, 2020, the selection panel awarded the property to Eden Housing, Inc., or related entity (Developer), for the proposed Donner Field Senior Apartments, a 67-unit affordable housing development (Project).

In April of 2022, SHRA, on behalf of the Housing Authority, issued a Request for Proposals seeking owners and developers interested in receiving Project Based Vouchers (PBV) to serve homeless families/individuals. As a result, on July 11, 2022, Eden Housing was awarded 17 PBVs.

On March 1, 2023, Eden Housing, Inc. submitted a funding application to SHRA for the Property’s acquisition, construction, and permanent financing.

The Property is currently being leased to the Fortune School of Education. This lease will be terminated prior to disposition.

Development:

Donner Field Senior Apartments is a proposed new construction development on 1.23 acres of land at 4501 9th Avenue, Sacramento, CA 95820. The development is comprised of 67 units, including 65 one-bedroom and two two-bedroom units (one reserved for an on-site manager). This senior (age 55+) community will be 100 percent affordable to households at or below 50 percent Area Median Income (AMI). A vicinity map is included in Attachment 9, a site plan in Attachment 10, and renderings of the Project are included in Attachment 11.

File ID: 2023-00436 7/25/2023 Public Hearing Item 31.

The proposed Project consists of two buildings, one U-shaped two- and three-story residential building and one single-story community building that houses all interior common space. Amenities include a community building, computer room, shared kitchen, multipurpose room, BBQ area, bocce ball court, and a community garden.

Developer: Eden Housing, Inc., or related entity, will serve as the Developer. The Developer is a non- profit public benefit corporation based in Hayward, CA. Since its inception in 1968, the Developer has developed, acquired, or rehabilitated more than 11,400 units and currently provides homes to more than 24,000 lower-income residents.

Property Management:

Eden Housing Management, Inc. (EHMI) will provide property management services. Established in 1984, EHMI is the property management, non-profit affiliate of Eden Housing and manages properties developed and owned by Eden Housing. EHMI has over 35 years of experience in the field of affordable housing management, currently managing over 9,000 units in 138 properties. EHMI will provide a full balance of property management services including initial and ongoing leasing, marketing, compliance monitoring, coordinating resident services, and property maintenance.

Resident Services: Eden Housing Resident Services, Inc. (EHRSI) will provide on-site resident services for the Project. EHRSI was established in 1995 as a 501(c)(3) non-profit affiliate of Eden Housing, Inc., to provide resident services programming to properties in the Eden Housing portfolio.

At Eden’s managed properties, EHRSI provides a wide range of services and enrichment programs designed to meet the needs of a diverse resident population - at home and free of charge to residents. EHRSI’s portfolio includes 132 managed properties of which 66 percent are for families, 22 percent are for seniors, and 12 percent are for special needs populations.

There will be 17 units restricted to Mental Health Services Act (MHSA) funding program clients. Case management and supportive services will be provided directly by the County Department of Health Services (DHS) via the contracted MHSA-funded Full-Service Partnership program.

Project Financing:

In addition to the SHRA and Housing Authority financing summarized in the table below, the Project will be financed with nine percent Low-Income Housing Tax Credits (LIHTC), conventional loans, deferred developer fees, and fee waivers. A Project Summary and Proforma are included as Attachments 12 and 13.

PROGRAM FUNDS AMOUNT
HOME $6,000,000
HOPWA $1,000,000
City of Sacramento Loan $1,250,000
HACS Seller Carryback Loan1 $290,000
Mental Health Services Act (MHSA) $2,600,000
Total $11,140,000Page 3 of 6
File ID: 2023-00436 7/25/2023 Public Hearing Item 31.

PROGRAM FUNDS AMOUNT
HOME $6,000,000
HOPWA $1,000,000
City of Sacramento Loan $1,250,000
HACS Seller Carryback Loan1 $290,000
Mental Health Services Act (MHSA) $2,600,000
Total $11,140,000
1 HACS Seller Carryback Loan is $290,000 or an amount justified by an updated fair market appraisal.

Low-Income Set-Aside Requirements: As a condition of receiving LIHTC and the benefits of LIHTC financing, federal law requires that units be set aside for targeted income groups. Income restrictions from LIHTC financing require that 20 percent of the units have affordable rents to households with income up to 50 percent of the Area Median Income (AMI). SHRA further requires that at least 5 percent of the units have affordable rents to households with income up to 30 percent AMI, based on financial feasibility. Project affordability restrictions will be specified in regulatory agreements with the Developer. The affordability requirements are summarized in the following table:

AFFORDABILITY RESTRICTIONS (Seniors) UNITS % OF UNITS
Extremely Low Income (30% AMI, PBV) 17 25
Extremely Low Income (30% AMI) 3 5
Very-Low Income (50% AMI) 46 69
Manager’s Unit (Exempt) 1 1
Total 67 100%
Policy Considerations: The recommended actions are consistent with 1) SHRA’s Multifamily Lending and Mortgage Revenue Bond Policies, priority level 2(i) - New Construction Permanent Supportive and Homeless Housing (Resolution No. 2019-0425 and Housing Authority Resolution No. 2019-022); 2) the 2021-2029 Housing Element, Policy H-2.3, “Assist in the Development of Affordable Housing.” This item was published for 10-day review on July 14, 2023, in compliance with the City Code.

Economic Impacts: This multifamily residential project is expected to create 301 total jobs (171 direct jobs and 130 jobs through indirect and induced activities) and create $25,145,643 in total economic output ($15,327,836 of direct output and another $9,817,807 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: California Environmental Quality Act (CEQA): The project has been

File ID: 2023-00436 7/25/2023 Public Hearing Item 31.
found to be eligible for ministerial approval through SB35 and is therefore not subject to CEQA review. National Environmental Policy Act (NEPA): The project has been reviewed pursuant to NEPA procedures at 24 California Code of Regulations Part 58, and the project was found to have no significant impact on the environment with mitigation measures incorporated.

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 H-

1.1 - Sustainable Communities. This is accomplished by reducing the use of fossil fuels, promoting energy-efficient building design and site planning, and creating housing that is healthier, safer, more comfortable, and durable.

Commission/Committee Action: Sacramento Housing and Redevelopment Commission: At its June 21, 2023 meeting, the Sacramento Housing and Redevelopment Commission reviewed the staff recommendation for this item. The votes were as follows:

AYES: AMANFOR, DUNCAN, MORGAN, NUNLEY, RAMOS, ROSS, STAAJABU NOES: NONE
ABSENT: GRIFFIN, OSMANY, STARKS, WOO
Rationale for Recommendation: The actions recommended in this report enable SHRA to continue to fulfill its mission of providing a range of affordable housing opportunities in the City and are consistent with the SHRA’s approved Multifamily Lending and Mortgage Revenue Bond Policies and the City of Sacramento 2021-2029 Housing Element as part of Sacramento’s 2035 General Plan.

Financial Considerations: In October 2022, Council adopted Resolution No. 2022-0328 which established the FY23 Affordable Housing Project (I02189050) and allocated $558,000 from Measure U (Fund 2401) and $692,000 from the Oak Park Redevelopment Bonds (Fund 3816) to provide the remaining funds needed for the Donner Field Senior Project. The HOME, HOPWA, City Funds, Seller Carryback, and MHSA loans will all have a term of 40 years and a simple interest rate of three percent. SHRA will receive an annual payment for monitoring the regulatory restrictions and administration of the Funding Programs in the amount of 0.125 percent of the loan amount. SHRA will also receive a $100 annual administrative fee for each assisted unit under the funding programs.

The total administrative fee will not exceed $15,000 annually for the affordable units during the regulatory agreement term. There is sufficient funding in the FY23 Affordable Housing Project (I02189050).

Local Business Enterprise (LBE), M/WBE & Section 3 Considerations: Minority and Women’s Business Enterprise requirements and Section 3 considerations will be applied to all activities to the extent required by the federal funding and in accordance with SHRA’s Section 3 Economic

File ID: 2023-00436 7/25/2023 Public Hearing Item 31.

Opportunity Plan.

RESOLUTION NO. 2023 –

Adopted by the Sacramento City Council

on date of

DONNER FIELD SENIOR HOUSING PROJECT: APPROVAL OF CONDITIONAL LOAN COMMITMENT (COMMITMENT); AUTHORIZATION TO EXECUTE LOAN

COMMITMENT AND RELATED DOCUMENTS WITH DONNER FIELD SENIOR, L.P., (EDEN HOUSING) OR RELATED ENTITY FOR THE PROJECT; AMEND THE SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY BUDGET; AND

ENVIRONMENTAL FINDINGS

BACKGROUND

A. The Housing Authority of the City of Sacramento issued a Request for Proposals in 2020 seeking an affordable housing developer interested in a Housing Authority owned property located at 4501 9 th Avenue Blvd (APN 014-0223-004), known as the Donner Field Site. As a result of that process, Eden Housing (Developer) was selected to develop the site , which is proposed to include 67 units of housing affordable to seniors age d 55 and over earning 50 percent or less than the Area Median Income (AMI).

B. In March 2023, the Developer submitted an application for $8,540,000 in funding to assist with construction and permanent financing o f the Donner Field Senior Project (Project) to the Sacramento Housing and Redevelopment Agency (SHRA).

SHRA is proposing to utilize the following sources (Loan Commitment) for the Project: $290,000 in Seller Carry Bac k Financing, which is the subject of a separate Housing Authority Resolution, $1.25 million in Measure U and Redevelopment funds authorized by the City Council on February 7, 2023 in Resolution No. 2023 -0328, $6 million in Home Investment Partnerships (HOME) Program Funding, and $1 million Housing Opportunities for Persons with AIDs (HOPWA) funding, which are the subject of this Resolution, to provide the remaining funds needed for the Project.

C. The project has been found to be eligible for ministerial approval through SB35 and is therefore not subject to California Environmental Quality Act review.

D. The project has been reviewed pursuant to National Environmental Policy Act procedures at 24 California Code of Regulations Part 58, and the project was found to have no significant impact on the environment with mitigation measures incorporated.

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

Section 1. All evidence presented having been duly considered, the findings, including environmental findings regarding this action, as stated above, are found to be true and accurate and are hereby approved.

Donner Field Senior Project July 25, 2023

Section 2. The Loan Commitment letter attached as Exhibit A and incorporated into this resolution by this reference for the financing of the Project is approved in the amount of $7 million which includes $6 million in HOME funds, and $1 million in HOPWA funds for the construction and permanent financing of the Project.

Section 3. SHRA is authorized to negotiate, enter into, execute, and amend as needed the Loan Commitment and related documents with the Developer for the construction and permanent financing of the Donner Field Senior Project in the amount of $ 7 million as approved to form by its Office of the General Counsel and perform other a ctions deemed necessary by SHRA including without limitation, negotiation, amendment, subordination, regulatory agreement, financial restructuring, extensions, consistent with SHRA’s adopted policies, and with this resolution.

Section 4. SHRA’s budget is hereby amended to allocate $6 million in HOME funds and $1 million in HOPWA funds to the Donner Field Project.

Exhibit A: Conditional Loan Commitment Letter

Exhibit A

Effective Date: July 25, 2023

Donner Field Senior, L.P.

Andrea Osgood, Chief Real Estate Officer
22645 Grand Street
Hayward, CA 94541

RE: Conditional Loan Commitment for Donner Field Senior Apartments-HOME and HOPWA funds

Dear Ms. Osgood:

On be half of the Sacramento Housing and Redevelopment Agency (SHRA) and the Housing Authority of the City of Sacramento (HACS) (collectively, Agency), we are pleased to advise you of this Conditional Loan Commitment (Commitment) of acquisition, construction and permanent loan funds (Loan) comprised of $6,000,000 in HOME Investment Partnership Program (HOME), $1,000,000 in Housing Opportunities for Persons With AIDS Program (HOPWA), for the purpose of financing the acquisition, rehabilitation and development of that certain real property known as Donner Field Senior Apartments located at 4501 9 th Avenue, Sacrament, California 95820 (Property). The Agency's decision is based on your application, and all representations and information supplied by you to it. If these representations and information change in a material manner without written approval of the Agency, this Commitment is void. Agency's obligation to make the Loan is subject to the satisfaction of all the following terms and conditions and Borrower's execution of documentation that is in a form and in substan ce satisfactory to the Agency.

The Loan shall be made on standard Agency loan documents. Loan terms not in this Commitment and the attached loan document forms shall not be included in the final loan documents without additional environmental review and governing board approval. In the event of any discrepancies between ter ms stated in this C ommitment and the loan documents, the terms stated in th is Commitment shall be deemed to be terms of this Commitment.

Unless otherwise agreed in writing by the Agency in exercise of its absolute discretion, the following shall be consid ered conditions to Agency approval of a financing commitment. The Agency may, in exercise of its absolute discretion, modify its requirements upon written notice to Borrower given at least sixty (60) days prior to close of escrow for the Property.

This Commitment will expire January 31, 2025, unless a mutually agreed upon extension is made.

1. PROJECT DESCRIPTION : Donner Field Senior Apartments is composed of two buildings – one U -shaped two-and three -story residential building and one single story community building buildings and includes a total of 24 tuck-under parking spaces and 67

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units comprised of sixty-five 1-bedroom units and two 2-bedroom units. The Project will contain amenities that include a community building, computer room, shared kitchen and multipurpose room, BBQ area, bocce ball court, and community garden.

2. BORROWER: The name of the Borrower for the Loan is Donner Field Senior, L.P ., a California limited partnership with Eden Housing , Inc. , or related entity as the lead development partner.

3. PURPOSE OF LOAN : The Loan is to be used by Borrower solely to pay the costs of acquisition, construction , permanent financing and for such other purposes as Agency expressly agrees to in the loan agreement for the Loan, and such other agreements as may be generally required by the Agency for the use of the funding source for the Loan.

4. PRINCIPAL AMOUNT: The combined principal amount of the Loan will be the lesser of the following:

a. Seven Million Dollars and No Cents ($7,000,000.00), or b. an amount to be determined prior to close of the Loan based on a project budget approved by Agency.

5. TERM OF LOAN: The Maturity Date of the Loan is 40 years or 480 months from the date of conversion to permanent financing , at which point any and all unpaid principal and interest on the loan will be due and payable.

6. INTEREST RATE: The Loan will bear simple interest at three percent (3%) per annum.

Interest shall be calculated on the basis of a 36 5-day year and actual number of days elapsed.

7. ANNUAL REPAYMENT: Annual principal and interest payments shall be made according to the structured payment schedule contained in the final Loan Agreement and as calculated to achieve a minimum annual debt service coverage ratio of 1.2:1. Payments shall be applied first to o utstanding interest accrued and unpaid and then to principal. All outstanding principal and interest is due and payable on the Maturity Date.

8. SOURCE OF LOAN FUNDS: Agency is making the Loan from the following sources of funds, and the Loan is subject to all requirements related to the use of such, whether Agency requirements or otherwise: HOME Investment Partnership Program (HOME) and Housing Opportunities for Persons With AIDS Program (HOPWA) funds. This Loan is conditioned upon Borrower’s acceptance of Agency’s requirements and conditions related to such lending programs and funding sources, including among others, the required forms of agreements for the Loan; the requirements for covenants, conditions and restrictions upon the Property; and insurance and indemnity requirements.

9. Borrower acknowledges that, as a condition of the Agency’s making of the Loan, the Property will be subject to restrictions on future sales and rentals which may result in less income to Borrower than could otherwise be realized, and that such restrictions run with the land, and during their operational term, will bind all successors in interest.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

___________ (Borrower Initial)

10. ACCELERATION: Agency shall have the right to accelerate repayment of the Loan in the event of a default under any Loan Document or upon sale, transfer or alienation of the Property except as specifically provided for in the Loan documents.

11. SECURITY: The Loan shall be evidenced by promissory note(s) secured by a deed of trust with assignment of rents against the fee and/or leasehold interest in the Property and Improvements, which shall be a lien upon the Property and Improvements subject only to liens senior to the Agency’s lien securing loans from a conventional lender or other lender and such other items as the Agency may approve in writing. The Loan shall also be secured by security agreements. The Agency may subordinate said deeds of trust in ord er to accommodate completion of the development of the Property. The Agency will not subordinate the regulatory agreement(s) to said deeds of trust in order to preserve the affordable housing covenants.

12. LEASE AND RENTAL SCHEDULE: All leases of the Property and Improvements shall be subject to Agency's review and approval prior to execution. Borrower shall not deviate from the rental schedule presented in Borrower's application for the Loan without Agency's prior written approval ; provided, however, that such approval shall not be required for annual adjustments to rental rates as permitted by the California Tax Credit Allocation Committee.

13. PROOF OF EQUITY : Borrower shall provide proof of equity for the Property and Improvements in the amount of no less than $25,000,000 in Low Income Housing Tax Credit Equity and no less than $900,000 in deferred developer fee. If LIHTC equity goes below $25,000,000 the equity must be offset by an increase in deferred developer fee or other non-Agency funding source.

14. OTHER FINANCING: Borrower, as a requirement of the Loan, shall procure and deliver to Agency evidence satisfactory to Agency that Borrower has obtained the following described financing which may be secured by a lien upon the Property and Improvements superior or subordinate to Agency's liens, and which shall be otherwise on terms and conditions acceptable to Agency:

a. As a condition precedent to disbursement of the remainder of the Agency loan, construction financing from a private lender(s) in an amount(s) sufficient to complete construction of the Property according to a scope of work as approved by Agency and made fo r a term not less than that specified in the Schedule of Performances for completion of construction, and in any event not less than the time necessary to fulfill all conditions precedent to funding of the permanent financing.
b. Commitments for permanent financing sufficient to “take out” all liens senior to the Agency’s lien.
c. Such commitments for financing shall not require modification of Agency loan documents, or any term of this commitment letter.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

d. Such commitments shall not be based upon sources and us es of Project funds that are different from those approved by Agency for the project or be subject to conditions which require amendment of the DDA, OPA or other agreements.

15. EVIDENCE OF FUNDS : Prior to the first disbursement of the Loan, Borrower must demonstrate evidence of adequate and assured funding to complete the development of the Project in accordance with the Agency's requirements. Borrower's evidence of available funds must include only one or more of the following: a) Borrower equity; b) firm a nd binding commitments for the Project from financial institution(s) or from other lender(s) approved by Agency in its absolute discretion; and c) Agency’s contribution, provided, however, that Agency is not obligated by this letter to make any contribution not stated in the terms of the letter.

16. SOILS AND TOXIC REPORTS : Borrower has submitted to the Agency a hazardous substances report made in accordance with the American Society for Testing and Materials "Standard Practice for Environmental Site Assessme nts; Phase I Environmental Site Assessment Process" (Designation E1527 -21) prepared by a licensed or registered environmental engineer or other qualified party prior to Loan closing. Borrower must, as a condition of disbursement of Loan funds, provide assurances satisfactory to the Agency 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.

17. LOAN IN BALANCE: Borrower will be required to maintain the Loan "in balance". The Loan is "in balance" whenever the amount of the undisbursed Loan funds, the remaining sums to be provided by the Borrower and the lo an funds from other project lenders or the equity investor are sufficient, in the sole judgement of the Agency, to pay for the remainder of the work to be done on the project as required by written agreement with the Agency.

Should the Agency determine th at the Loan is not "in balance", the Agency may declare the Loan to be in default.

18. PLANS AND SPECIFICATION : Final plans and specification s, if any, for the project must be in accord with the proposal approved as part of the Loan application. Final plans and specifications will be subject to Agency's final approval prior to the disbursal of Agency Loan funds. Borrower must obtain Agency's prior written consent to any change in the approved plans and specifications or any material deviation in construction of the project. The final plans shall incorporate all related mitigation measure s, environmental conditions required, if any, for compliance with approvals under CEQA, and/or NEPA, or the U.S. Department of Housing and Urban Development as conditions of approval of the project.

19. ARCHITECTURAL AGREEMENT: The architectural agreement (Agreement) , if an y, for the preparation of the plans and specifications and other services shall be subject to Agency's approval. Agency may require an assignment of Borrower's interest in and to the Agreement as security for the Loan.

20. CONSTRUCTION CONTRACT: The construction contract ( Contract), if any, and any change orders issued thereunder, and the contractor (Contractor) to be retained by

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

Borrower to construct the Improvements shall be subject to Agency's approval. Agency may require an assignment of Borrower's interest in and to the Contract as security for the Loan. Agency may require Contractor to provide a performance and payment bond in a form acceptable to Agency for the amount of the Contract.

21. ECONOMIC OPPORTUNITY EMPLOYMENT REQUIREMENTS : The Loan will require 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 Contractor and its subcontractors to utilize lower income proj ect area residents as employees to the greatest extent feasible.

22. RETENTION AMOUNT: The Agency shall retain ten percent (10.0%) of the total amount of the Loan as retention and shall be released when the Agency determines all conditions to final disbursement of the Loan have been satisfied.

23. COST BREAKDOWN: Borrower shall deliver to Agency for Agency's approval prior to commencement of work a detailed cost breakdown of the cost of constructing, financing and other costs of developing the Improvements, which breakdown conforms to the project plans and specification and the budget approved with this C ommitment. Borrower shall also deliver a list of all contractors and subcontractors to be employed in connection with the construction of the Improvements. If required by the Agency , Borrower shall also submit copies of all bids received for each item of work to be performed as well as copies of executed contracts and subcontracts with acceptable bidders.

All contracts, subcontracts, contractors, and subcontr actors shall be subject to Agency's approval prior to close of the Loan. Agency 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 to Agency.

Agency shall make disbursements of the Loan based on a cost breakdown that lists line items in cost categories. Agency shall require that Borrower provide documentation supporting all requests for disbursement of Loan funds, including proof of work done and actual expenditure. Agency shall conduct inspections of the Property to assure that the work was done before making a disbursement.

24. START OF CONSTRUCTION : Borrower shall commence construction at the earliest possible date subject to the conditions of this Agency and other involved lenders, but no later than sixty (60) days following the close of construction financing.

25. OTHER LENDER DRAW: “Other Lender Draw” means a draw request or other request for disbursement submitted to another lender for the Project. Borrower shall concurrently submit to Agency any Other Lender Draw. Delivery of such Other Lender Draw shall be made in the same manner as any other notice, except that it shall also be marked “OTHER LENDER DRAW REQUEST” and delivered to the person named in writing by Agency as the recipient of such requests or, in the absence thereof, to Agency’s Portfolio Management office. Borrower shall provide Agency with true, accurate and correct copies of each Other Lender Draw, if any, including without limitation all supporting information, documents, and other required submittals. Agency shall have the right to reject an Other Lender Draw,

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for failing to comply with the Loan, for changing the Project in any material way, or for impairing the ability of Agency to enjoy the practical realization of its rights under the Loan and its related instruments. If Agency rejects an Other Lender Draw, Borrower shall withdraw the notice for such Other Lender Draw and shall not accept and shall return to Agency any disbursement on account of such Other Lender Draw.

26. COMPLETION OF CONSTRUCTION: Borrower shall complete the construction of the Improvements no later than twenty-four (24) months following the close of construction financing.

27. SECURITY CAMERAS AND OUTSIDE LIGHTING : Project shall include installation of a security camera system at vehicular driveways and additional exterior lighting, and security patrols, all as approved by the Agency.

28. INSURANCE PROVIDER : Each policy of insurance required under the Loan shall be obtained from a provider licensed to do business in California and having a current Best's Insurance Guide rating of A VII, which rating has been substantially the same or increasing for the last five (5) years, or such other equivalent rating, as may reasonably be approved by Agency's legal counsel.

29. PROPERTY INSURANCE: Borrower shall procure and maintain property insurance and during construction Builder's Risk completed value insurance in a form and substance approved by Agency. 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 Agency's security for the Loan as may be required by Agency, governmental regulations, or any permanent lender. All such policies shall contain a standard mortgagee loss payable clause in favor of Agency. The insurance required shall be written with a deductible of not more than $25,000.00.

30. COMMERCIAL GENERAL LIABILITY AND OTHER INSURANCE:

Borrower shall carry insurance as set forth below effective prior to the disbursement of the Loan, and such insurance shall be maintained in full force and effect at all times and work is performed in connection with the project. Such insurance coverage must list the Agency as an additional insured, and must be approved in writing by Agency prior to the disbursement of the Loan.
a. Commercial general liability insurance, in Insurance Services Office (ISO) policy form CG 00 01 or equivalent, with limits of liability not less than: $1,000,000 per occurrence, and $5,000,000 general aggregate, all per location of the project, such coverage to include contractual liability to include bodily injury, property damage and personal injury;
b. Personal injury insurance with the employment exclusion deleted, unless the Agency gives prior written approval for the employment exclusion to remain in the policy;
c. Commercial automobile liability insurance for any vehicle used for or in connection with the project, in an amount not less than $1,000,000 and approved in writing by Agency; and

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

d. Workers’ compensation and all other insurance required under applicable law, in the amount required by applicable law or by Agency, whichever amount is greater.

31. TITLE COMPANY: Borrower must procure a Title Company in the Sacramento region.

Title Company is the insurer of title and the escrow holder. The Title Company is Placer Title Company – Sacramento Commercial Division located at 301 University Avenue, Suite 120, Sacramento, CA 95825.

32. TITLE INSURANCE: Borrower must procure and deliver to Agency a n ALTA Lender's Policy of Title Insurance, together with such endorsements as Agency may require, including but not limited to ALTA endorsement nos. 9.6 and 9.7 (or CLTA endorsement nos. 100 and 116) and ALTA endorsement no. 25 (or CLTA endorsement no. 116) insuring Agency in an amount equal to the principal amount of the Loan and covenants, conditions or restrictions of the Loan, that Agency's Deed of Trust constitutes a third lien or charge upon the Property and Improvements subject only to such items as shall have been approved by Agency. There must be no exceptions permitted for mechanics liens.

Title insurance for the Loan must be issued by a title insurer approved by Agency.

33. ORGANIZATIONAL AGREEMENTS: Borrower must submit to Agency certified copies of all of Borrower’s organizational documents, including all amendments, modifications or terminations: if a corporation, Borrower's Articles of Incorporation and By -Laws; if a partnership, its Partnership Agreement and, as applicable, Certificate of Limited Partnership or Statement of Partnership; if a Limited Liability Company, its Articles of Organization and its Operating Agreement; and in all cases with all exhibits and amendments to such documents, fictitious business name statements, other related filings or recorded documents and such related documents as Agency may request. If it is a corporation, Borrower must submit a corporate borrowing resolution referencing this Loan.

If Borrower is other than a corporation, Borrower must submit such proof of authority to enter this Loan as may be required under the organizational documents.

34. FINANCIAL INFORMATION: During the term of the Loan, Borrower shall deliver to Agency within 120 days of the end of each fiscal year an audited income and expense statement, a balance sheet, and a statement of all changes in financial position signed by authorized officers of Borrower. Prior to close of the Loan and during its term, Borrower must deliver to Agency such additional financial information as may be requested by Agency. Agency reserves the right to review and approve financial statements and other credit information and references prior to closing. During the term of the Loan, Borrower must deliver to Agency a monthly rent -roll including household composition information and operating statements with respect to the Property and Improvements, as Agency may request.

35. MANAGEMENT AGREEMENT: Prior to execution, Borrower must submit to Agency any agreement providing for the management or operation of the Property or Improvements by a third party which agreement is subject to Agency Approval.

36. AFFIRMATIVE FAIR MARKETING : Borrower agrees to follow the Agency’s Affirmative Marketing Policies that require outreach to groups least likely to apply for the

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

housing based on local demographic information, providing sufficient marketing time prior to lease Up (as defined in the Affirmative Marketing Policies), and lotteries or other method for initial Lease Up and initial waiting list creation, as agreed upon by the Agency and Borrower prior to the start of Lease Up.

37. RESIDENT SERVICES AGREEMENT : Prior to execution, Borrower mus t submit to Agency any agreement providing for the resident services by a third party which agreement is subject to Agency Approval. The agreement must include on -site resident services according to the following minimum schedule of fifteen (15) hours per week:

a. Coordinator: Four (4) hours per week (maximum)
b. Additional Programming: Balance of minimum eleven (11) hours per week shall include, but are not limited to:
i. Resident development support and activities.
ii. Education classes such as nutrition, exercise, health resources, health insurance application assistance, Annual onsite health fair and ESL classes. iii. Socialization activities such as bingo, gardening and community building events.
iv. Other services such as transportation assistance, counselin g assistance and employee readiness and job search assistance.

38. LOW INCOME HOUSING TAX CREDITS (LIHTC): Borrower represents that as a condition of closing this Loan it is applying for an allocation of LIHTC’s and agrees to perform all actions and to meet all requirements to maintain the LIHTC allocation if granted.

39. SMOKE-FREE ENVIRONMENT: The project will be 100% non-smoking except for the designated smoking area located next to the parking lot in the northeast corner of the site.

40. DOCUMENTATION: This letter is not intended to describe all of the requirements, terms, conditions and documents for the Loan, which shall also include customary provisions and documents for an Agency transaction of this type. All documents to be delivered to or approved by Agen cy must be satisfactory to Agency in all respects. Borrower must promptly deliver to Agency any further documentation that may be required by Agency.

41. CONSISTENCY OF DOCUMENTS: As a material obligation under this C ommitment, Borrower shall assure that the loan documents for the Project are consistent with lender's commitment approved by the Agency and comply, in all respects, with this Commitment.

42. CHANGES OR AMENDMENTS: No documents or contracts which are to be delivered to Agency or are subject to Agency 's review or approval shall be modified or terminated without the prior written approval of Agency.

43. ACCEPTANCE OF THIS COMMITMENT: Borrower’s acceptance of this Commitment shall be evidenced by signing and delivering to Agency the enclosed copy of this le tter.

Until receipt of such acceptance by Agency, Agency shall have no obligation under this letter. Agency may withdraw this Commitment at any time prior to Borrower’s acceptance.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

Sincerely,

__________________________________
La Shelle Dozier, Executive Director

The undersigned acknowledges and accepts the terms and conditions of the Commitment and Scope of Development and Rental Property Minimum Construction Standards (Exhibit 1), and has executed this Commitment as of the Effective Date.

BORROWER:

Donner Field Senior, L.P., a California limited partnership By: Eden Housing, Inc. or related entity

By: _________________________________
Andrea Osgood, Chief Real Estate Officer

Attachment:

Exhibit 1 - Scope of Development and Rental Property Minimum Construction Standards

Exhibit 1 - Scope of Development

Donner Field Senior Apartments is a new construction development on approximately 1.23 acres located at 4501 9th Avenue. The development consists of 67 units comprised of 65 one - bathroom units and 2 two - bedroom units.

Inclusive of this unit mix, 1 unit will be exempt for management staff. The common areas and amenities include a community building with shared common space and laundry facilities.

Outdoor amenities include community barbeque grills and a bocce ball court.

All work shall comply with Federal and State Americans with Disability Act (ADA) accessibility requirements, as well as any other requirements stipulated by the funding sources. When there are differences, the stricter shall prevail.

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.

I. Mitigation Measures:

A Phase I Environmental Site Assessment Report was completed by GeoCon Consultants in July 2022 and no further environmental reports were recommended and no mitigation strategies were called for.

An existing sewer line and easement that services this project site and an adjacent property (the School site) will need to be relocated. In order to facilitate this relocation, an amendment to the easement with the adjacent property owner will be required and a portion of the easement will be abandoned once the relocation of the utility has completed.

II. Mitigation Monitoring Plan:

Sewer: According to our Civil Engineer, best way to relocate the existing sewer/storm pipe that serves parcels 1 and 2 would be to route north within the new drive aisle then install a new main within 8th Street to 45 th Street (see diagram below).

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

III. Building Exteriors:

1. Asphalt Pavements: The development will include approximately 24 onsite uncovered surface parking spaces and 24 tuck-under parking space with 3-6 equipped for EV changing. There will be four (4) ADA parking spaces.

2. Balconies and Patios: Ten (10) ground floor apartments will have patios and there will be no upper floor balconies, however there are planned 1-2 shared balconies near the elevators on the 2nd and 3rd floors.

3. Site Lighting: The site will be lit with Title 24 compliant wall packs, pole lights and other luminaires for all parking and outside public spaces, and will be of LED or similarly energy efficient type.

4. Non-Smoking: The Project will be 100% non-smoking except for the designated smoking area located next to the parking lot in the northeast corner of the site.

5. Landscaping and Courtyard: Landscaping is designed with drought tolerant plants and trees. Trees will be planted along the parking lot to meet City shading requirements.

The U-shaped building surrounds an at grade, landscaped courtyard with a BBQ and picnic area, community garden, and a covered mailbox center. The Landscape Plan dated was approved by the City as part of the project entitlements. All landscaped areas will be served by a programmable automated irrigation system. Any modifications to the Lender-approved Landscape Plan require Lender’s written approval prior to implementation of changes.

6. Picnic Area: Barbeque and seating areas will be provided.

7. Swimming Pool: There will be no swimming pool on the property.

8. Play Area: The play area will have one Bocce Ball court. There will be no school age or toddler play structures located on the grounds as this is a senior apartment community.

9. Community Garden: The center courtyard of the site will have a resident raised bed garden area.

10. Exercise Path: There will be no site exercise path.

11. Mailboxes: New mailboxes will be installed in a covered area across from the elevators just off the courtyard.

12. Site Fencing: The sliding auto entry gate for the site is on 8 th and 9th Avenue through the only entry drive. The hours of gate access are yet to be determined and is pending full consultation with the fire department. The site will be gated and closed after business hours.

Residents and employees of the community will have remote access to open the gate and park inside. Exit only may be institut ed (pending full consultation with the fire department) on 8 th Avenue. Pedestrian access to the site is through a person - gate and call box along the sidewalk on 45 th Street. A call box and gate are located just outside the community building along 45 th Street. Perimeter site fencing is a combination of half -

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

height wood and tubular steel. The property line between the Fortune School and the property shall have a contiguous 6’ wrought iron tubular metal fence.

13. Stormwater: The development will meet storm water requirements through use of on- site storm water detention and/or bioswales along the project perimeter.

14. Roof: Buildings are planned with low sloped roofs and extended eaves in order to provide maximum lineal space for solar PV panels, weather protection and mechanical equipment. Buildings include cool roofs, planned to passively counteract the warm conditions of Sacramento County. The material on the roof will be single ply.

15. Siding: The building skin will be painted cement fiber board siding.

16. Offsite Improvements: Public offsite improvements consist of street frontage improvements along 9th Avenue, 8th Avenue and 45 th Street, including new sidewalks (as required by the City), curbs, gutters, landscaping, and lighting.

IV. Building Interiors

1. Americans with Disabilities Act (ADA) Units: There will be ten (10) units, 15% of the units, accessible with mobility features, and an additional seven (7) units, 10% of the units, will include communications features for persons with hearing or vision impairment. The remainder of the units will be designed to be adaptable.

2. Non-Smoking: The Project will have 100% non-smoking units.

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

4. Appliances: All apartment kitchens will have brand new Energy Star rated appliances including, refrigerator with freezer combination, electric stove and range, dishwasher and garbage disposal.

5. Bathtubs and Toilets: All apartments will have a bathtub/shower combination.

Restrooms will have water efficient 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, keyed latch assemblies, viewers, and screws in strike plates long enough to penetrate the door jamb framing by at least one inch. The dwelling entry door hardware shall have single action hardware to release deadbolt and latch assembly. All doors will meet current egress standards.

7. Cabinets, Counters and Sinks: All apartment kitchens will have modular 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 all wood vanity, and solid surface cultured marble vanity top with integral sink. All cabinetry face

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

frames, doors and drawer faces will be solid hardwood.

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. The Borrower is responsible for providing an Operating Procedure Outline Sheet (OPOS) for window washing systems where applicable, per Cal -OSHA requirements. All windows will meet current egress standards.

10. Blinds: Vertical or horizontal blinds will be provided in all apartment windows and sliding glass doors.

11. Electrical and Lighting: All apartments will have high efficiency lighting, ceiling fans, exhaust fans vented to the exterior and bathroom humidistat fans. Air conditioning and 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 will not be mounted on the exterior of the buildings. The project and all units will be wired for broadband infrastructure that complies with 24 CFR 5.100.

12. Flooring: All dwelling unit kitchens shall contain luxury vinyl plank (LVP) flooring.

Bathrooms must be floored with LVP, sheet vinyl or ceramic tile to provide a cleanable, impervious surface. Bedrooms, hallways, and living and dining rooms may be floored with carpeting, LVP or hardwood. Wear layer of LVP shall be at least 12 mils inside dwelling units. Tenant unit entries shall be floored with LVP or ceramic tile. In common areas, corridors may be floored with LVP, glue-down carpeting, or carpet tiles.

Community rooms and kitchens shall be floored with LVP. Wear layer of LVP in common/commercial areas shall be a minimum of 20 mils thick. Carpet shall meet or exceed the minimum standards as set by HUD’s UM-44D bulletin.

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

V. Community Amenities

1. Community Building: The furnished community building will consist of management offices meeting areas, lobby areas, sitting areas, restrooms and fitness room will have easy to maintain flooring (to be selected at a later date), energy efficient lighting and HVAC systems. The square footages of individual areas will be further defined as the design process continues but the resident services/community space will be a minimum of 1,200 square feet, not including restrooms, leasing offices, laundry facilities, and lobbies. These spaces will be ADA compliant.

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

3. Community Restrooms: The two community restrooms in the community building will be ADA compliant, have low-flow bathroom fixtures, sink, solid surface countertop, and bathroom accessories.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

4. Community Room Kitchen: The community room kitchen will be ADA compliant and include all plywood construction cabinets with solid hardwood faces, solid surface countertop, and flooring that will be determined as the design process continues. 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.

5. Elevator: Two hydraulic elevators will be installed. The elevator floor surface area will be a minimum of 28 square feet.

6. Hallways and Stairs (open corridor style): Residential hallways and stairs will be of Pli-Deck or equal (hallways) and pre -cast concrete (staiways). Stairs will be located on the wing elevations to encourage use for those that can forgo the elevator. Stairs will have non-slip concrete treads, landings and closed risers. All hallway floorings will be exterior finish due to open corridor design. The first floor hallway s will be a broom finished concrete to minimize slipperiness in inclement weather.

7. HVAC & Plumbing Systems: Each apartment will have its own air conditioning and 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. A gas-fired central boiler will provide hot water for the development. Bathroom exhaust fans will be humidistat controlled.

8. Laundry Facility: The laundry room (or rooms) will accommodate no less than a total of seven (7) washers and seven (7) dryers, which will include one set of ADA accessible laundry machines. The location of this room (or rooms) will be determined as the design process continues.

9. 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.

10. Trash Room: One trash chute and one recycle chute will be located on each 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.

11. Recycle: One recycle chute will be located on each floor, emptying into the ground floor trash and recycle “discharge” room.

12. Bicycle parking: Long-term and short-term bicycle parking will be provided – taking into account this senior project will be allowed a 50% reduction under current zoning regulations. Long-term bicycle parking will be provided adjacent to the parking on the ground floor and short-term bicycle parking will be provided on the exterior of the building centrally located near the community building front door.

13. Security Cameras: Interior and exterior web-based security cameras will be installed throughout the community. 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.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

Attachment 1: Lender’s Minimum Construction Standards
This attachment is from Exhibit 2 from the Lender’s Multifamily Lending and Mortgage Revenue Bond Policies.

RENTAL PROPERTY MINIMUM CONSTRUCTION STANDARDS

The following is a list of the required minimum construction standards that must be incorporated into projects participating in SHRA’s Multifamily Financing and/or Mortgage Revenue Bond programs. All rental units and sites associated with these projects must meet or exceed these standards. Exceptions to these standards may be made for properties subject to U.S. Department of Housing and Urban Development replacement reserve requirements that allow for renovation over time rather than at recapitalization (e.g., Rental Assistance Demonstration conversions for conventional public housing).

Note: For rehabilitation projects, all of the following standards shall apply. The non-rehabilitation sections below shall apply to new construction projects.

Useful Life Expectancy – Rehabilitation only

SHRA shall reference the current edition of FannieMae’s “Instructions for Performing a Multifamily Property Condition Assessment, Appendix F. Estimated Useful Life Tables” in determining the useful life for all building components and systems located within the project. A remaining useful life of 15 years or more is required for all building components and systems located within the approved complex. All items on the FannieMae tables with useful lives indicated to be less than 15 years shall be replaced.

General Requirements

A. All materials funded under this loan must be new unless previously approved. Recycled items must be approved in writing by SHRA prior to their use.

B. All work shall comply with Federal and State ADA accessibility requirements, as well as any other requirements stipulated by the funding source(s). When there are differences the stricter of the two shall apply.

The developer 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.

C. All units shall be approved for occupancy by the local Building Department or any other Agency Having Jurisdiction (AHJ) at the conclusion of the work and prior to occupancy.

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

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

F. The developer’s architect is responsible for providing an Operating Procedure Outline Sheet (OPOS) for window washing systems where applicable, per Cal-OSHA requirements.

G. SHRA encourages the use of energy and water-efficient systems wherever they may be incorporated into the project.

General Requirements – Rehabilitation only

A. Any component of the project which does or may present a health or safety hazard to the public or tenants shall be corrected to the satisfaction of the local Building Department or AHJ.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

B. A clear pest inspection report will be required at the conclusion of the construction work for rehabilitation projects.

C. For all structures where disturbance of any hazardous materials (e.g. lead, asbestos, mold, etc. ) will occur, a clearance report from an environmental consultant is required.

D. Projects deemed historically significant landmark by either the City of Sacramento or the National Register of Historic Places shall consult with the State Historic Preservation Officer (SHPO), and shall conform to the Secretary of the Interior Standards for the Treatment of Historic Properties.

Site Work

A. Trees and large shrubs must be trimmed, grass areas must be mowed, and all planter areas must be weed -free.

The landscape design shall incorporate a sustainable design appropriate for the Sacramento Valley. Vegetation that assists in minimizing crime and enhances public safety is preferred. Trees compromising building envelope materials (roofing, siding, windows, etc.) and/or structural integrity (including foundations) must be removed.

An arborist shall be consulted for an opinion on trees prior to major branch trimming, root cutting or tree removal. All trees, bushes and other plants that are to be removed shall have the roo t ball removed by grinding or by mechanical means. A landscape plan describing the above must be provided to SHRA for approval.

B. All landscaped areas must be served by a programmable automated irrigation system. The irrigation controller shall be a “Smart Controller” that senses rain to reduce water use. Irrigation shall be designed to use bubblers and other water saving measures. Irrigation must not spray on building. Sprinklers should minimize overspray that runs to storm drain drop inlets. Areas that show evidence of erosion of soil shall be landscaped to eliminate problems. The landscape plan must be approved by SHRA and applied.

C. For gated communities containing swinging vehicle gates, driveways shall be striped to show the area under the gate swings for safety purposes.

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

E. All projects shall meet the parking requirements of the local Agency Having Jurisdiction (AHJ) over the project. "Grandfathered Projects" will need to show that they are in fact “Grandfathered ” or otherwise exempted by the local AHJ. Otherwise, all projects shall meet the governing ADA requirements for parking.

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

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

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

I. For family projects of 50 or more units, a minimum of one school age-appropriate play structure is required. For family projects of 100 or more units, a minimum of one school age and one toddler -appropriate play structure is required.

Site Work – Rehabilitation only

A. All landscaping and irrigation systems must be in a well-maintained condition.

B. All fencing must be in good and serviceable condition. Existing fencing that is to remain shall be free of flaking

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

paint, rust, or any other signs of failure. If existing fencing shows any signs of failure, it shall be repaired, painted and restored to look new. All chain link fencing must be removed and replaced with fencing of another approved material. All pedestrian gates hardware must be functional and in new or near-new condition. Access Control systems are required at exterior pedestrian gates.

C. All driveways and sidewalks must be in good condition. All cracked or uplifted areas (more than ¼”) shall be repaired or replaced.

D. The asphalt shall be in good condition, with no alligator cracking, longitudinal cracking, potholes, or standing water. Repairs to portions of parking lots not suitable for new coatings shall be performed by removing and replacing damaged paving. A new seal-coat or slurry-coat shall then be applied to the entire parking lot surface.

Parking spaces shall be restriped, including ADA aisles and other applicable striping/painting.

E. All site accessories (bollards, benches, tables, play equipment, bike racks, mailboxes, shade structures, BBQs, sheds, etc.) shall be replaced or in good repair (cleaned, painted and/or re -coated).

Building Envelope and Moisture Protection – Rehabilitation only

A. All areas exposed to moisture must be sealed and watertight. Buildings showing evidence of water intrusion shall have the areas inspected by a licensed architect/engineer or by a certified water intrusion expert. A water intrusion report shall be submitted to SHRA, and shall include the cause of the issue and a resolution to eradicate the water intrusion. If the inspection cannot be completed until the demolition phase of the project, the report shall describe a procedure to inspect the issue during demolition.

B. Roofing must have 15 years or more of remaining life with no visible signs of leakage. For roofs containing composition shingles, a maximum of two layers of shingles are allowed (including any proposed new layers).

Provide evidence that the roof system has a 15-year life remaining on the manufacturer’s warranty.

C. All siding must have 15 years or more of remaining life. Hairline cracks in stucco must be sealed and painted with elastomeric paint. If requested by SHRA, a statement by a licensed architect and/or engineer that the existing siding contains at least 15 years of useful life remaining shall be provided.

D. Fireplaces must be clean and meet applicable air quality standards. Chimneys shall be clean and must be inspected by a certified chimney inspector for structural integrity. All recommended structural repair s shall be performed.

Doors and Windows

A. All dwelling/tenant units must have screens on all windows that are designed to open. Windows designed to open must have functional locks and must operate freely without excessive effort. All windows must be dual - paned (minimum), and shall meet or exceed the State of California’s currently applicable efficiency standards, and any other efficiency standards that may be dictated by the funding source or other governing bodies for the project.

B. All doors must have matching hardware finishes.

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

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

E. All doors and windows must meet current egress standards.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

Doors and Windows – Rehabilitation only
A. Any windows showing signs of condensation or leakage of any kind shall be replaced. SHRA allows window replacement using retrofit windows when those windows are installed by trained professionals following manufacturer’s specifications. Retrofit windows must have a similar useful life as “new, construction” (i.e., nail fin) windows.

B. All doors and doorjambs must be in good condition. No damaged or worn doorjambs or doors are allowed.

Doors and/or jambs beyond their useful life shall be replaced.

Casework

A. New cabinet boxes shall be made of plywood or solid wood. No particle board boxes will be allowed.

B. All counter tops shall be of solid surface or granite, and in very good condition with no significant scratches, burns or other imperfections.

C. Face frames, doors and drawer faces shall be solid hardwood. No plastic laminate finishes will be allowed.

Casework – Rehabilitation only

A. All cabinets shall be replaced or in very good condition, within their 15 year useful lif e, both structurally and in appearance.

Finishes

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

B. In common areas, corridors may be floored with LVP, glue-down carpeting, or carpet tiles. Community rooms and kitchens shall be floored with LVP. Wear layer of LVP in common/commercial areas shall be a minimum of 20 mils thick.

C. Carpet shall meet or exceed the minimum standards as set by HUD’s UM-44D bulletin.

Finishes – Rehabilitation only

A. Floor coverings must be in good, useable condition - no holes, tears, rips, or stains.

B. All exterior and interior surfaces must be painted. No peeling, cracking, chipping, or otherwise failing paint will be allowed. All painted surfaces must be new, or in near new condition and appearance.

C. Acoustic (popcorn) ceiling texture must be removed and refinished with new texture to match wall texture.

Equipment

A. Dishwashers, refrigerator/freezer, oven, stoves and garbage disposals are required in all dwelling unit kitchens.

All appliances must be new or in very good operating condition. All appliances must be Energy Star rated, as applicable. Appliances slated for ADA units shall be per code requirements.

B. SRO projects are encouraged to provide the appliances listed above and will be reviewed and approved on a case-by-case basis.

C. All kitchens must have adequate cabinet and counter space. Installation of shelving for microwaves is required

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

if over-the-range microwaves are not used, with the exception of ADA units.

Furnishings

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

Special Construction

A. Non-habitable structures on property must be painted to match primary buildings and must be structurally sound.

B. Laundry facilities must, at a minimum, be consistent with CTCAC requirements of one washer and dryer for every ten dwelling units for family housing and one for every 15 units for senior and special needs projects. Ten percent of the total number of washer/dryers must be ADA-accessible machines (unless the ADA units contain their own laundry facilities). Solid surface countertops will be required within laundry rooms and countertops shall meet all ADA requirements.

C. Public pool areas shall have self-closing gate(s). Fences and gates at pool areas shall meet applicable current codes and standards. Joints between coping and concrete deck shall be appropriately caulked. Existing pools shall have no cracks in plaster or tile grout joints. The Developer is responsible for ensuring pool and surroundings meet all applicable current codes and standards. If a project contains two or more poo ls, at least one must remain following rehabilitation.

Mechanical/Plumbing

A. Water heaters must be installed per current applicable codes.

B. All common areas and tenant units must have heating and air conditioning. Wall mount (i.e. PTAC units) or central systems are acceptable. Evaporative coolers are not acceptable. HVAC units should be protected from vandalism, pursuant to discretion of SHRA.

C. Toilets, showerheads, faucets, and mixing valves shall be new and meet current water conservation codes.

D. Tub surrounds must be one unbroken piece per wall and must be of solid surfaces (such as “Swanstone” or other solid acrylic materials, quartz composites), or other similar materials. Fiberglass/acrylic surrounds are acceptable.

Mechanical/Plumbing – Rehabilitation only

A. All toilets, sinks, and tubs shall be chip and stain free.

Electrical

A. All units must have smoke/carbon monoxide detectors installed per current code.

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

C. Broadband infrastructure meeting the requirements of 24 CFR 5.100* is required in all new construction projects of 4 or more units.

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

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1996 (47 U.S.C. 1302).

Electrical – Rehabilitation only

A. All electrical panels shall meet current code.

B. Any rehabilitation projects with un-grounded electrical systems shall be re-wired with grounded systems to meet current code.

C. For rehabilitation projects, switches, outlets and light fixtures shall be replaced with devices that meet current applicable codes.

D. Wiring mounted on the exterior of the surface may be allowed if it is concealed in conduit and conduit is painted to match exterior siding. For projects where exterior siding will be removed, this wiring shall be installed within walls, attic spaces, and/or crawl spaces.

Resident Services Community Space

All properties, regardless of project type (i.e. senior, family, or large family), must devote a minimum of 1,200 s.f. to actual resident services/community space. Resident services space includes common kitchens, computer rooms, meeting rooms and general gathering space. It does not include public restrooms, leasing offices, laundry facilities and lobbies. Common kitchens are required, including refrigerator, stove, garbage disposal, and dishwasher.

For existing buildings, these requirements shall apply unless SHRA deems there to be significant physical constraints.

End of Scope of Development.

RESOLUTION NO. 2023 –

Adopted by the Sacramento City Council

on date of

DONNER FIELD SENIOR HOUSING PROJECT: APPROVAL OF CONDITIONAL LOAN COMMITMENT (COMMITMENT); AUTHORIZATION TO EXECUTE LOAN

COMMITMENT AND RELATED DOCUMENTS WITH DONNER FIELD SENIOR, L.P., (EDEN HOUSING) OR RELATED ENTITY FOR THE PROJECT; AMEND THE SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY BUDGET;

AUTHORIZE EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF

SACRAMENTO AND THE SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY FOR PROJECT FUNDS IN THE AMOUNT OF $1.25 MILLION; AND

ENVIRONMENTAL FINDINGS

BACKGROUND

A. The Housing Authority of the City of Sacramento issued a Request for Proposals in 2020 seeking an affordable housing developer interested in a Housing Authority owned property located at 4501 9th Avenue Blvd (APN 014-0223-004), known as the Donner Field Site. As a result of that process, Eden Housing (Developer) was selected to develop the site, which is proposed to include 67 units of housing affordable to seniors aged 55 and over earning 50 percent or less than the Area Median Income (AMI).

B. On October 22, 202 2, per City Council Resolution No. 2022 -0328, the Council allocated $1.25 million in Measure U and Oak Park Redevelopment Bond funds to provide the remaining funds needed for the Donner Field Senior Project. Staff is proposing to enter into one agreement between the City of Sacramento and SHRA to transfer the funds which will then be lent to the Developer in a second agreement between SHRA and the Developer.

C. In March 2023, the Developer submitted an application for $8, 540,000 in City funding to assist with construction and permanent financing of the Donner Field Senior Project (Project) to the Sacramento Housing and Redevelopment Agency (SHRA). SHRA is proposing to utilize the following sources (Loan Commitment) for the Project: $290,000 in Seller Carry Back Financing, which is the subject of a separate Housing Authority Resolution, $6 million in Home Investment Partnerships (HOME) Program Funding, and $1 million Housing Opportunities for Persons with AIDs (HOPWA) funding, which is the subject of a separate Council Resolution.

D. The project has been found to be eligible for ministerial approval through SB35 and is therefore not subject to California Environmental Quality Act review.

E. The project has been reviewed pursuant to National Environmental Policy Act procedures at 24 California Code of Regulations Part 58, and the project was found to have no significant impact on the environment with mitigation measure s incorporated.

Donner Field Senior Project July 25, 2023

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

Section 1. All evidence presented having been duly considered, the findings, including environmental findings regarding this action, as stated above, are found to be true and accurate and are hereby approved.

Section 2. The commitment of Measure U and Oak Park Redevelopment Bond Funds in the amount of $1.25 million for the Donner Field Senior Project is hereby approved.

Section 3. The City Manager, or designee, and SHRA are authorized to negotiate, enter into, and execute funding agreements and related documents for the $1.25 million in Measure U and Redevelopment funds allocated to the Donner Field Senior Project and to execute other documents, as approved to form by the City Attorney or SHRA’s Office of the General Counsel , as the case may be, and perform other actions as the City Manager or SHRA, as the case may be, deems necessary to fulfill the intent of the Measure U and Redevelopment Funds, including without limitation, negotiation, amendment, subordination, regulatory agreement, financial restructuring, extensions, consistent with SHRA’s adopted policy, and with this resolution.

Section 4. SHRA’s budget is hereby amended to allocate $1.25 million in Measure U and Redevelopment funds to the Donner Field Project. Funds will then be allocated to the Developer in the form of a loan for the Donner Field Senior Project.

Section 5. The Loan Commitment letter, attached as Exhibit A and incorporated into this resolution by this reference, for the financing of the Donner Field Senior Housing Project is approved in the amount of $1.25 million in Oak Park Redevelopment Bond and Measure U funding for the construction and permanent financing of the Donner Field Senior Project.

Section 6. SHRA is authorized to negotiate, enter into, execute , and amend the Loan Commitment and related documents with the Developer for the construction and permanent financing of the Donner Field Senior Project in the amount of $1.25 million as approved to form by its Office of the General Counsel and perform other a ctions deemed necessary by SHRA including without limitation, negotiation, amendment, subordination, regulatory agreement, financial r estructuring, extensions, consistent with SHRA’s adopted policies, and with this resolution.

Table of Contents:

Exhibit A: Loan Commitment Letter

Exhibit A

Effective Date: July 25, 2023

Donner Field Senior, L.P.

Andrea Osgood, Chief Real Estate Officer
22645 Grand Street
Hayward, CA 94541

RE: Conditional Loan Commitment for Donner Field Senior Apartments – City Funds

Dear Ms. Osgood:

On be half of the Sacramento Housing and Redevelopment Agency (SHRA) and the Housing Authority of the City of Sacramento (HACS) (collectively, Agency), we are pleased to advise you of this Conditional Loan Commitment (Commitment) of acquisition, construction and permanent loan funds (Loan) comprised of $1,250,000 in City of Sacramento funds ($692,000 in Oak Park Redevelopment Bond Funds and $558,000 in Measure U Funds) for the purpose of financing the acquisition, rehabilitation and development of that certain real property known as Donner Field Senior Apartments located at 4501 9 th Avenue, Sacrament, California 95820 (Property). The Agency's decision is based on your application, and all representations and information supplied by you to it. If these representations and information change in a material manner without written approval of the Agency, this C ommitment is void. Agency's obligation to make the Loan is subject to the satisfaction of all the following terms and conditions and Borrower's execution of documentation that is in a form and in substan ce satisfactory to the Agency.

The Loan shall be made on standard Agency loan documents. Loan terms not in this Commitment and the attached loan document forms shall not be included in the final loan documents without additional environmental review and governing board approval. In the event of any discrepancies between ter ms stated in this C ommitment and the loan documents, the terms stated in th is Commitment shall be deemed to be terms of this Commitment.

Unless otherwise agreed in writing by the Agency in exercise of its absolute discretion, the following shall be consid ered conditions to Agency approval of a financing commitment. The Agency may, in exercise of its absolute discretion, modify its requirements upon written notice to Borrower given at least sixty (60) days prior to close of escrow for the Property.

This Commitment will expire January 31, 2025, unless a mutually agreed upon extension is made.

1. PROJECT DESCRIPTION : Donner Field Senior Apartments is composed of two buildings – one U -shaped two-and three -story residential building and one single story community building buildings and includes a total of 24 tuck-under parking spaces and 67 units comprised of sixty-five 1-bedroom units and two 2-bedroom units. The Project will

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contain amenities that include a community building, computer room, shared kitchen and multipurpose room, BBQ area, bocce ball court, and community garden.

2. BORROWER: The name of the Borrower for the Loan is Donner Field Senior, L.P ., a California limited partnership with Eden Housing , Inc. , or related entity as the lead development partner.

3. PURPOSE OF LOAN : The Loan is to be used by Borrower solely to pay the costs of acquisition, construction , permanent financing and for such other purposes as Agency expressly agrees to in the loan agreement for the Loan, and such other agreements as may be generally required by the Agency for the use of the funding source for the Loan.

4. PRINCIPAL AMOUNT: The combined principal amount of the Loan will be the lesser of the following:

a. One Million Two Hundred Fifty Thousand Dollars and No Cents ($1,250,000.00), or
b. an amount to be determined prior to close of the Loan based on a project budget approved by Agency.

5. TERM OF LOAN: The Maturity Date of the Loan is 40 years or 480 months from the date of conversion to permanent financing , at which point any and all unpaid principal and interest on the loan will be due and payable.

6. INTEREST RATE: The Loan will bear simple interest at three percent (3%) per annum.

Interest shall be calculated on the basis of a 36 5-day year and actual number of days elapsed.

7. ANNUAL REPAYMENT: Annual principal and interest payments shall be made according to the structured payment schedule contained in the final Loan Agreement and as calculated to achieve a minimum annual debt service coverage ratio of 1.2:1. Payments shall be applied first to o utstanding interest accrued and unpaid and then to principal. All outstanding principal and interest is due and payable on the Maturity Date.

8. SOURCE OF LOAN FUNDS: Agency is making the Loan from the following sources of funds, and the Loan is subject to all requirements related to the use of such, whether Agency requirements or otherwise: City of Sacramento Measure U and Oak Park Redevelopment Bond funds. This Loan is conditioned upon Borrower’s acceptance of Agency’s requirements and conditions related to such lending programs and funding sources, including among others, the required forms of agreements for the Loan; the requirements for covenants, conditions and restrictions upon the Property; and insurance and indemnity requirements.

9. Borrower acknowledges that, as a condition of the Agency’s making of the Loan, the Property will be subject to restrictions on future sales and rentals which may result in less income to Borrower than could otherwise be realized, and that such restrictions run wit h the land, and during their operational term, will bind all successors in interest.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

___________ (Borrower Initial)

10. ACCELERATION: Agency shall have the right to accelerate repayment of the Loan in the event of a default under any Loan Document or upon sale, transfer or alienation of the Property except as specifically provided for in the Loan documents.

11. SECURITY: The Loan shall be evidenced by promissory note(s) secured by a deed of trust with assignment of rents against the fee and/or leasehold intere st in the Property and Improvements, which shall be a lien upon the Property and Improvements subject only to liens senior to the Agency’s lien securing loans from a conventional lender or other lender and such other items as the Agency may approve in writing. The Loan shall also be secured by security agreements. The Agency may subordinate said deeds of trust in order to accommodate completion of the development of the Property. The Agency will not subordinate the regulatory agreement(s) to said deeds of trust in order to preserve the affordable housing covenants.

12. LEASE AND RENTAL SCHEDULE: All leases of the Property and Improvements shall be subject to Agency's review and approval prior to execution. Borrower shall not deviate from the rental schedule presented in Borrower's application for the Loan without Agency's prior written approval ; provided, however, that such approval shall not be required for annual adjustments to rental rates as permitted by the California Tax Credit Allocation Committee.

13. PROOF OF EQUITY : Borrower shall provide proof of equity for the Property and Improvements in the amount of no less than $25,000,000 in Low Income Housing Tax Credit Equity and no less than $900,000 in deferred developer fee. If LIHTC equity goes below $25,000,000 the equity must be offset by an increase in deferred developer fee or other non-Agency funding source.

14. OTHER FINANCING: Borrower, as a requirement of the Loan, shall procure and deliver to Agency evidence satisfactory to Agency that Borrower has obtained the following described financing which may be secured by a lien upon the Property and Improvements superior or subordinate to Agency's liens, and which shall be otherwise on ter ms and conditions acceptable to Agency:

a. As a condition precedent to disbursement of the remainder of the Agency loan, construction financing from a private lender(s) in an amount(s) sufficient to complete construction of the Property according to a scope of work as approved by Agency and made fo r a term not less than that specified in the Schedule of Performances for completion of construction, and in any event not less than the time necessary to fulfill all conditions precedent to funding of the permanent financing.
b. Commitments for permanent financing sufficient to “take out” all liens senior to the Agency’s lien.
c. Such commitments for financing shall not require modification of Agency loan documents, or any term of this commitment letter.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

d. Such commitments shall not be based upon sources and us es of Project funds that are different from those approved by Agency for the project or be subject to conditions which require amendment of the DDA, OPA or other agreements.

15. EVIDENCE OF FUNDS : Prior to the first disbursement of the Loan, Borrower must demonstrate evidence of adequate and assured funding to complete the development of the Project in accordance with the Agency's requirements. Borrower's evidence of available funds must include only one or more of the following: a) Borrower equity; b) firm a nd binding commitments for the Project from financial institution(s) or from other lender(s) approved by Agency in its absolute discretion; and c) Agency’s contribution, provided, however, that Agency is not obligated by this letter to make any contribution not stated in the terms of the letter.

16. SOILS AND TOXIC REPORTS : Borrower has submitted to the Agency a hazardous substances report made in accordance with the American Society for Testing and Materials "Standard Practice for Environmental Site Assessme nts; Phase I Environmental Site Assessment Process" (Designation E1527 -21) prepared by a licensed or registered environmental engineer or other qualified party prior to Loan closing. Borrower must, as a condition of disbursement of Loan funds, provide assurances satisfactory to the Agency 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.

17. LOAN IN BALANCE: Borrower will be required to maintain the Loan "in balance". The Loan is "in balance" whenever the amount of the undisbursed Loan funds, the remaining sums to be provided by the Borrower and the lo an funds from other project lenders or the equity investor are sufficient, in the sole judgement of the Agency, to pay for the remainder of the work to be done on the project as required by written agreement with the Agency.

Should the Agency determine th at the Loan is not "in balance", the Agency may declare the Loan to be in default.

18. PLANS AND SPECIFICATION : Final plans and specification s, if any, for the project must be in accord with the proposal approved as part of the Loan application. Final plans and specifications will be subject to Agency's final approval prior to the disbursal of Agency Loan funds. Borrower must obtain Agency's prior written consent to any change in the approved plans and specifications or any material deviation in construction of the project. The final plans shall incorporate all related mitigation measure s, environmental conditions required, if any, for compliance with approvals under CEQA, and/or NEPA, or the U.S. Department of Housing and Urban Development as conditions of approval of the project.

19. ARCHITECTURAL AGREEMENT: The architectural agreement (Agreement) , if an y, for the preparation of the plans and specifications and other services shall be subject to Agency's approval. Agency may require an assignment of Borrower's interest in and to the Agreement as security for the Loan.

20. CONSTRUCTION CONTRACT: The construction contract ( Contract), if any, and any change orders issued thereunder, and the contractor (Contractor) to be retained by

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Borrower to construct the Improvements shall be subject to Agency's approval. Agency may require an assignment of Borrower's interest in and to the Contract as security for the Loan. Agency may require Contractor to provide a performance and payment bond in a form acceptable to Agency for the amount of the Contract.

21. ECONOMIC OPPORTUNITY EMPLOYMENT REQUIREMENTS : The Loan will require 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 Contractor and its subcontractors to utilize lower income proj ect area residents as employees to the greatest extent feasible.

22. RETENTION AMOUNT: The Agency shall retain ten percent (10.0%) of the total amount of the Loan as retention and shall be released when the Agency determines all conditions to final disbursement of the Loan have been satisfied.

23. COST BREAKDOWN: Borrower shall deliver to Agency for Agency's approval prior to commencement of work a detailed cost breakdown of the cost of constructing, financing and other costs of developing the Improvements, which breakdown conforms to the project plans and specification and the budget approved with this C ommitment. Borrower shall also deliver a list of all contractors and subcontractors to be employed in connection with the construction of the Improvements. If required by the Agency , Borrower shall also submit copies of all bids received for each item of work to be performed as well as copies of executed contracts and subcontracts with acceptable bidders.

All contracts, subcontracts, contractors, and subcontr actors shall be subject to Agency's approval prior to close of the Loan. Agency 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 to Agency.

Agency shall make disbursements of the Loan based on a cost breakdown that lists line items in cost categories. Agency shall require that Borrower provide documentation supporting all requests for disbursement of Loan funds, including proof of work done and actual expenditure. Agency shall conduct inspections of the Property to assure that the work was done before making a disbursement.

24. START OF CONSTRUCTION : Borrower shall commence construction at the earliest possible date subject to the conditions of this Agency and other involved lenders, but no later than sixty (60) days following the close of construction financing.

25. OTHER LENDER DRAW: “Other Lender Draw” means a draw request or other request for disbursement submitted to another lender for the Project. Borrower shall concurrently submit to Agency any Other Lender Draw. Delivery of such Other Lender Draw shall be made in the same manner as any other notice, except that it shall also be marked “OTHER LENDER DRAW REQUEST” and delivered to the person named in writing by Agency as the recipient of such requests or, in the absence thereof, to Agency’s Portfolio Management office. Borrower shall provide Agency with true, accurate and correct copies of each Other Lender Draw, if any, including without limitation all supporting information, documents, and other required submittals. Agency shall have the right to reject an Other Lender Draw,

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for failing to comply with the Loan, for changing the Project in any material way, or for impairing the ability of Agency to enjoy the practical realization of its rights under the Loan and its related instruments. If Agency rejects an Other Lender Draw, Borrower shall withdraw the notice for such Other Lender Draw and shall not accept and shall return to Agency any disbursement on account of such Other Lender Draw.

26. COMPLETION OF CONSTRUCTION: Borrower shall complete the construction of the Improvements no later than twenty-four (24) months following the close of construction financing.

27. SECURITY CAMERAS AND OUTSIDE LIGHTING : Project shall include installation of a security camera system at vehicular driveways and additional exterior lighting, and security patrols, all as approved by the Agency.

28. INSURANCE PROVIDER : Each policy of insurance required under the Loan shall be obtained from a provider licensed to do business in California and having a current Best's Insurance Guide rating of A VII, which rating has been substantially the same or increasing for the last five (5) years, or such other equivalent rating, as may reasonably be approved by Agency's legal counsel.

29. PROPERTY INSURANCE: Borrower shall procure and maintain property insurance and during construction Builder's Risk completed value insurance in a form and substance approved by Agency. 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 Agency's security for the Loan as may be required by Agency, governmental regulations, or any permanent lender. All such policies shall contain a standard mortgagee loss payable clause in favor of Agency. The insurance required shall be written with a deductible of not more than $25,000.00.

30. COMMERCIAL GENERAL LIABILITY AND OTHER INSURANCE:

Borrower shall carry insurance as set forth below effective prior to the disbursement of the Loan, and such insurance shall be maintained in full force and effect at all times and work is performed in connection with the project. Such insurance coverage must list the Agency as an additional insured, and must be approved in writing by Agency prior to the disbursement of the Loan.
a. Commercial general liability insurance, in Insurance Services Office (ISO) policy form CG 00 01 or equivalent, with limits of liability not less than: $1,000,000 per occurrence, and $5,000,000 general aggregate, all per location of the project, such coverage to include contractual liability to include bodily injury, property damage and personal injury;
b. Personal injury insurance with the employment exclusion deleted, unless the Agency gives prior written approval for the employment exclusion to remain in the policy;
c. Commercial automobile liability insurance for any vehicle used for or in connection with the project, in an amount not less than $1,000,000 and approved in writing by Agency; and

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

d. Workers’ compensation and all other insurance required under applicable law, in the amount required by applicable law or by Agency, whichever amount is greater.

31. TITLE COMPANY: Borrower must procure a Title Company in the Sacramento region.

Title Company is the insurer of title and the escrow holder. The Title Company is Placer Title Company – Sacramento Commercial Division located at 301 University Avenue, Suite 120, Sacramento, CA 95825.

32. TITLE INSURANCE: Borrower must procure and deliver to Agency a n ALTA Lender's Policy of Title Insurance, together with such endorsements as Agency may require, including but not limited to ALTA endorsement nos. 9.6 and 9.7 (or CLTA endorsement nos. 100 and 116) and ALTA endorsement no. 25 (or CLTA endorsement no. 116) insuring Agency in an amount equal to the principal amount of the Loan and covenants, conditions or restrictions of the Loan, that Agency's Deed of Trust constitutes a third lien or charge upon the Property and Improvements subject only to such items as shall have been approved by Agency. There must be no exceptions permitted for mechanics liens.

Title insurance for the Loan must be issued by a title insurer approved by Agency.

33. ORGANIZATIONAL AGREEMENTS: Borrower must submit to Agency certified copies of all of Borrower’s organizational documents, including all amendments, modifications or terminations: if a corporation, Borrower's Articles of Incorporation and By -Laws; if a partnership, its Partnership Agreement and, as applicable, Certificate of Limited Partnership or Statement of Partnership; if a Limited Liability Company, its Articles of Organization and its Operating Agreement; and in all cases with all exhibits and amendments to such documents, fictitious business name statements, other related filings or recorded documents and such related documents as Agency may request. If it is a corporation, Borrower must submit a corporate borrowing resolution referencing this Loan.

If Borrower is other than a corporation, Borrower must submit such proof of authority to enter this Loan as may be required under the organizational documents.

34. FINANCIAL INFORMATION: During the term of the Loan, Borrower shall deliver to Agency within 120 days of the end of each fiscal year an audited income and expense statement, a balance sheet, and a statement of all changes in financial position signed by authorized officers of Borrower. Prior to close of the Loan and during its term, Borrower must deliver to Agency such additional financial information as may be requested by Agency. Agency reserves the right to review and approve financial statements and other credit information and references prior to closing. During the term of the Loan, Borrower must deliver to Agency a monthly rent -roll including household composition information and operating statements with respect to the Property and Improvements, as Agency may request.

35. MANAGEMENT AGREEMENT: Prior to execution, Borrower must submit to Agency any agreement providing for the management or operation of the Property or Improvements by a third party which agreement is subject to Agency Approval.

36. AFFIRMATIVE FAIR MARKETING : Borrower agrees to follow the Agency’s Affirmative Marketing Policies that require outreach to groups least likely to apply for the

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housing based on local demographic information, providing sufficient marketing time prior to lease Up (as defined in the Affirmative Marketing Policies), and lotteries or other method for initial Lease Up and initial waiting list creation, as agreed upon by the Agency and Borrower prior to the start of Lease Up.

37. RESIDENT SERVICES AGREEMENT : Prior to execution, Borrower mus t submit to Agency any agreement providing for the resident services by a third party which agreement is subject to Agency Approval. The agreement must include on -site resident services according to the following minimum schedule of fifteen (15) hours per week:

a. Coordinator: Four (4) hours per week (maximum)
b. Additional Programming: Balance of minimum eleven (11) hours per week shall include, but are not limited to:
i. Workforce development support and activities.
ii. Education classes such as nutrition, exercise, health resources, health insurance application assistance, Annual onsite health fair and ESL classes. iii. Socialization activities such as bingo, gardening and community building events.
iv. Other services such as transportation assistance, counseli ng assistance and employee readiness and job search assistance.

38. LOW INCOME HOUSING TAX CREDITS (LIHTC): Borrower represents that as a condition of closing this Loan it is applying for an allocation of LIHTC’s and agrees to perform all actions and to meet all requirements to maintain the LIHTC allocation if granted.

39. SMOKE-FREE ENVIRONMENT: The project will be 100% non-smoking except for the designated smoking area located next to the parking lot in the northeast corner of the site.

40. DOCUMENTATION: This letter is not intended to describe all of the requirements, terms, conditions and documents for the Loan, which shall also include customary provisions and documents for an Agency transaction of this type. All documents to be delivered to or approved by Age ncy must be satisfactory to Agency in all respects. Borrower must promptly deliver to Agency any further documentation that may be required by Agency.

41. CONSISTENCY OF DOCUMENTS: As a material obligation under this C ommitment, Borrower shall assure that the loan documents for the Project are consistent with lender's commitment approved by the Agency and comply, in all respects, with this Commitment.

42. CHANGES OR AMENDMENTS: No documents or contracts which are to be delivered to Agency or are subject to Age ncy's review or approval shall be modified or terminated without the prior written approval of Agency.

43. ACCEPTANCE OF THIS COMMITMENT: Borrower’s acceptance of this Commitment shall be evidenced by signing and delivering to Agency the enclosed copy of this letter.

Until receipt of such acceptance by Agency, Agency shall have no obligation under this letter. Agency may withdraw this Commitment at any time prior to Borrower’s acceptance.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

Sincerely,

__________________________________
La Shelle Dozier, Executive Director

The undersigned acknowledges and accepts the terms and conditions of the Commitment and Scope of Development and Rental Property Minimum Construction Standards (Exhibit 1), and has executed this Commitment as of the Effective Date.

BORROWER:

Donner Field Senior, L.P., a California limited partnership By: Eden Housing, Inc. or related entity

By: _________________________________
Andrea Osgood, Chief Real Estate Officer

Attachment:

Exhibit 1 - Scope of Development and Rental Property Minimum Construction Standards

Exhibit 1 - Scope of Development

Donner Field Senior Apartments is a new construction development on approximately 1.23 acres located at 4501 9th Avenue. The development consists of 67 units comprised of 65 one - bathroom units and 2 two - bedroom units.

Inclusive of this unit mix, 1 unit will be exempt for management staff. The common areas and amenities include a community building with shared common space and laundry facilities.

Outdoor amenities include community barbeque grills and a bocce ball court.

All work shall comply with Federal and State Americans with Disability Act (ADA) accessibility requirements, as well as any other requirements stipulated by the funding sources. When there are differences, the stricter shall prevail.

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.

I. Mitigation Measures:

A Phase I Environmental Site Assessment Report was completed by GeoCon Consultants in July 2022 and no further environmental reports were recommended and no mitigation strategies were called for.

An existing sewer line and easement that services this project site and an adjacent property (the School site) will need to be relocated. In order to facilitate this relocation, an amendment to the easement with the adjacent property owner will be required and a portion of the easement will be abandoned once the relocation of the utility has completed.

II. Mitigation Monitoring Plan:

Sewer: According to our Civil Engineer, best way to relocate the existing sewer/storm pipe that serves parcels 1 and 2 would be to route north within the new drive aisle then install a new main within 8th Street to 45 th Street (see diagram below).

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

III. Building Exteriors:

1. Asphalt Pavements: The development will include approximately 24 onsite uncovered surface parking spaces and 24 tuck-under parking space with 3-6 equipped for EV changing. There will be four (4) ADA parking spaces.

2. Balconies and Patios: Ten (10) ground floor apartments will have patios and there will be no upper floor balconies, however there are planned 1-2 shared balconies near the elevators on the 2nd and 3rd floors.

3. Site Lighting: The site will be lit with Title 24 compliant wall packs, pole lights and other luminaires for all parking and outside public spaces, and will be of LED or similarly energy efficient type.

4. Non-Smoking: The Project will be 100% non-smoking except for the designated smoking area located next to the parking lot in the northeast corner of the site.

5. Landscaping and Courtyard: Landscaping is designed with drought tolerant plants and trees. Trees will be planted along the parking lot to meet City shading requirements.

The U-shaped building surrounds an at grade, landscaped courtyard with a BBQ and picnic area, community garden, and a covered mailbox center. The Landscape Plan dated was approved by the City as part of the project entitlements. All landscaped areas will be served by a programmable automated irrigation system. Any modifications to the Lender-approved Landscape Plan require Lender’s written approval prior to implementation of changes.

6. Picnic Area: Barbeque and seating areas will be provided.

7. Swimming Pool: There will be no swimming pool on the property.

8. Play Area: The play area will have one Bocce Ball court. There will be no school age or toddler play structures located on the grounds as this is a senior apartment community.

9. Community Garden: The center courtyard of the site will have a resident raised bed garden area.

10. Exercise Path: There will be no site exercise path.

11. Mailboxes: New mailboxes will be installed in a covered area across from the elevators just off the courtyard.

12. Site Fencing: The sliding auto entry gate for the site is on 8 th and 9th Avenue through the only entry drive. The hours of gate access are yet to be determined and is pending full consultation with the fire department. The site will be gated and closed after business hours.

Residents and employees of the community will have remote access to open the gate and park inside. Exit only may be institut ed (pending full consultation with the fire department) on 8 th Avenue. Pedestrian access to the site is through a person - gate and call box along the sidewalk on 45 th Street. A call box and gate are located just outside the community building along 45 th Street. Perimeter site fencing is a combination of half -

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

height wood and tubular steel. The property line between the Fortune School and the property shall have a contiguous 6’ wrought iron tubular metal fence.

13. Stormwater: The development will meet storm water requirements through use of on- site storm water detention and/or bioswales along the project perimeter.

14. Roof: Buildings are planned with low sloped roofs and extended eaves in order to provide maximum lineal space for solar PV panels, weather protection and mechanical equipment. Buildings include cool roofs, planned to passively counteract the warm conditions of Sacramento County. The material on the roof will be single ply.

15. Siding: The building skin will be painted cement fiber board siding.

16. Offsite Improvements: Public offsite improvements consist of street frontage improvements along 9th Avenue, 8th Avenue and 45 th Street, including new sidewalks (as required by the City), curbs, gutters, landscaping, and lighting.

IV. Building Interiors

1. Americans with Disabilities Act (ADA) Units: There will be ten (10) units, 15% of the units, accessible with mobility features, and an additional seven (7) units, 10% of the units, will include communications features for persons with hearing or vision impairment. The remainder of the units will be designed to be adaptable.

2. Non-Smoking: The Project will have 100% non-smoking units.

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

4. Appliances: All apartment kitchens will have brand new Energy Star rated appliances including, refrigerator with freezer combination, electric stove and range, dishwasher and garbage disposal.

5. Bathtubs and Toilets: All apartments will have a bathtub/shower combination.

Restrooms will have water efficient 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, keyed latch assemblies, viewers, and screws in strike plates long enough to penetrate the door jamb framing by at least one inch. The dwelling entry door hardware shall have single action hardware to release deadbolt and latch assembly. All doors will meet current egress standards.

7. Cabinets, Counters and Sinks: All apartment kitchens will have modular 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 all wood vanity, and solid surface cultured marble vanity top with integral sink. All cabinetry face

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

frames, doors and drawer faces will be solid hardwood.

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. The Borrower is responsible for providing an Operating Procedure Outline Sheet (OPOS) for window washing systems where applicable, per Cal -OSHA requirements. All windows will meet current egress standards.

10. Blinds: Vertical or horizontal blinds will be provided in all apartment windows and sliding glass doors.

11. Electrical and Lighting: All apartments will have high efficiency lighting, ceiling fans, exhaust fans vented to the exterior and bathroom humidistat fans. Air conditioning and 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 will not be mounted on the exterior of the buildings. The project and all units will be wired for broadband infrastructure that complies with 24 CFR 5.100.

12. Flooring: All dwelling unit kitchens shall contain luxury vinyl plank (LVP) flooring.

Bathrooms must be floored with LVP, sheet vinyl or ceramic tile to provide a cleanable, impervious surface. Bedrooms, hallways, and living and dining rooms may be floored with carpeting, LVP or hardwood. Wear layer of LVP shall be at least 12 mils inside dwelling units. Tenant unit entries shall be floored with LVP or ceramic tile. In common areas, corridors may be floored with LVP, glue-down carpeting, or carpet tiles.

Community rooms and kitchens shall be floored with LVP. Wear layer of LVP in common/commercial areas shall be a minimum of 20 mils thick. Carpet shall meet or exceed the minimum standards as set by HUD’s UM-44D bulletin.

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

V. Community Amenities

1. Community Building: The furnished community building will consist of management offices meeting areas, lobby areas, sitting areas, restrooms and fitness room will have easy to maintain flooring (to be selected at a later date), energy efficient lighting and HVAC systems. The square footages of individual areas will be further defined as the design process continues but the resident services/community space will be a minimum of 1,200 square feet, not including restrooms, leasing offices, laundry facilities, and lobbies. These spaces will be ADA compliant.

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

3. Community Restrooms: The two community restrooms in the community building will be ADA compliant, have low-flow bathroom fixtures, sink, solid surface countertop, and bathroom accessories.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

4. Community Room Kitchen: The community room kitchen will be ADA compliant and include all plywood construction cabinets with solid hardwood faces, solid surface countertop, and flooring that will be determined as the design process continues. 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.

5. Elevator: Two hydraulic elevators will be installed. The elevator floor surface area will be a minimum of 28 square feet.

6. Hallways and Stairs (open corridor style): Residential hallways and stairs will be of Pli-Deck or equal (hallways) and pre -cast concrete (staiways). Stairs will be located on the wing elevations to encourage use for those that can forgo the elevator. Stairs will have non-slip concrete treads, landings and closed risers. All hallway floorings will be exterior finish due to open corridor design. The first floor hallway s will be a broom finished concrete to minimize slipperiness in inclement weather.

7. HVAC & Plumbing Systems: Each apartment will have its own air conditioning and 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. A gas-fired central boiler will provide hot water for the development. Bathroom exhaust fans will be humidistat controlled.

8. Laundry Facility: The laundry room (or rooms) will accommodate no less than a total of seven (7) washers and seven (7) dryers, which will include one set of ADA accessible laundry machines. The location of this room (or rooms) will be determined as the design process continues.

9. 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.

10. Trash Room: One trash chute and one recycle chute will be located on each 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.

11. Recycle: One recycle chute will be located on each floor, emptying into the ground floor trash and recycle “discharge” room.

12. Bicycle parking: Long-term and short-term bicycle parking will be provided – taking into account this senior project will be allowed a 50% reduction under current zoning regulations. Long-term bicycle parking will be provided adjacent to the parking on the ground floor and short-term bicycle parking will be provided on the exterior of the building centrally located near the community building front door.

13. Security Cameras: Interior and exterior web-based security cameras will be installed throughout the community. 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.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

Attachment 1: Lender’s Minimum Construction Standards
This attachment is from Exhibit 2 from the Lender’s Multifamily Lending and Mortgage Revenue Bond Policies.

RENTAL PROPERTY MINIMUM CONSTRUCTION STANDARDS

The following is a list of the required minimum construction standards that must be incorporated into projects participating in SHRA’s Multifamily Financing and/or Mortgage Revenue Bond programs. All rental units and sites associated with these projects must meet or exceed these standards. Exceptions to these standards may be made for properties subject to U.S. Department of Housing and Urban Development replacement reserve requirements that allow for renovation over time rather than at recapitalization (e.g., Rental Assistance Demonstration conversions for conventional public housing).

Note: For rehabilitation projects, all of the following standards shall apply. The non-rehabilitation sections below shall apply to new construction projects.

Useful Life Expectancy – Rehabilitation only

SHRA shall reference the current edition of FannieMae’s “Instructions for Performing a Multifamily Property Condition Assessment, Appendix F. Estimated Useful Life Tables” in determining the useful life for all building components and systems located within the project. A remaining useful life of 15 years or more is required for all building components and systems located within the approved complex. All items on the FannieMae tables with useful lives indicated to be less than 15 years shall be replaced.

General Requirements

A. All materials funded under this loan must be new unless previously approved. Recycled items must be approved in writing by SHRA prior to their use.

B. All work shall comply with Federal and State ADA accessibility requirements, as well as any other requirements stipulated by the funding source(s). When there are differences the stricter of the two shall apply.

The developer 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.

C. All units shall be approved for occupancy by the local Building Department or any other Agency Having Jurisdiction (AHJ) at the conclusion of the work and prior to occupancy.

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

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

F. The developer’s architect is responsible for providing an Operating Procedure Outline Sheet (OPOS) for window washing systems where applicable, per Cal-OSHA requirements.

G. SHRA encourages the use of energy and water-efficient systems wherever they may be incorporated into the project.

General Requirements – Rehabilitation only

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

A. Any component of the project which does or may present a health or safety hazard to the public or tenants shall be corrected to the satisfaction of the local Building Department or AHJ.

B. A clear pest inspection report will be required at the conclusion of the construction work for rehabilitation projects.

C. For all structures where disturbance of any hazardous materials (e.g. lead, asbestos, mold, etc.) will occ ur, a clearance report from an environmental consultant is required.

D. Projects deemed historically significant landmark by either the City of Sacramento or the National Register of Historic Places shall consult with the State Historic Preservation Officer (SHPO), and shall conform to the Secretary of the Interior Standards for the Treatment of Historic Properties.

Site Work

A. Trees and large shrubs must be trimmed, grass areas must be mowed, and all planter areas must be weed -free.

The landscape design shall incorporate a sustainable design appropriate for the Sacramento Valley. Vegetation that assists in minimizing crime and enhances public safety is preferred. Trees compromising building envelope materials (roofing, siding, windows, etc.) and/or structural integrity (including foundations) must be removed.

An arborist shall be consulted for an opinion on trees prior to major branch trimming, root cutting or tree removal. All trees, bushes and other plants that are to be removed shall have the root ball rem oved by grinding or by mechanical means. A landscape plan describing the above must be provided to SHRA for approval.

B. All landscaped areas must be served by a programmable automated irrigation system. The irrigation controller shall be a “Smart Controller” that senses rain to reduce water use. Irrigation shall be designed to use bubblers and other water saving measures. Irrigation must not spray on building. Sprinklers should minimize overspray that runs to storm drain drop inlets. Areas that show evidence of erosion of soil shall be landscaped to eliminate problems. The landscape plan must be approved by SHRA and applied.

C. For gated communities containing swinging vehicle gates, driveways shall be striped to show the area under the gate swings for safety purposes.

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

E. All projects shall meet the parking requirements of the local Agency Having Jurisdiction (AHJ) over the project. "Grandfathered Projects" will need to show that they are in fact “Grandfathered” or other wise exempted by the local AHJ. Otherwise, all projects shall meet the governing ADA requirements for parking.

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

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

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

I. For family projects of 50 or more units, a minimum of one school age-appropriate play structure is required. For family projects of 100 or more units, a minimum of one school age and one toddler -appropriate play structure is required.

Site Work – Rehabilitation only

A. All landscaping and irrigation systems must be in a well-maintained condition.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

B. All fencing must be in good and serviceable condition. Existing fencing that is to remain shall be free of flaking paint, rust, or any other signs of failure. If existing fencing shows any signs of failure, it shall be repaired, painted and restored to look new. All chain link fencing must be removed and replaced with fencing of another approved material. All pedestrian gates hardware must be functional and in new or near-new condition. Access Control systems are required at exterior pedestrian gates.

C. All driveways and sidewalks must be in good condition. All cracked or uplifted areas (more than ¼”) shall be repaired or replaced.

D. The asphalt shall be in good condition, with no alligator cracking, longitudinal cracking, potholes, or standing water. Repairs to portions of parking lots not suitable for new coatings shall be performed by removing and replacing damaged paving. A new seal-coat or slurry-coat shall then be applied to the entire parking lot surface.

Parking spaces shall be restriped, including ADA aisles and other applicable striping/painting.

E. All site accessories (bollards, benches, tables, play equipment, bike racks, mailboxes, s hade structures, BBQs, sheds, etc.) shall be replaced or in good repair (cleaned, painted and/or re -coated).

Building Envelope and Moisture Protection – Rehabilitation only

A. All areas exposed to moisture must be sealed and watertight. Buildings showing evidence of water intrusion shall have the areas inspected by a licensed architect/engineer or by a certified water intrusion expert. A water intrusion report shall be submitted to SHRA, and shall include the cause of the issue and a resolution to eradicate the water intrusion. If the inspection cannot be completed until the demolition phase of the project, the report shall describe a procedure to inspect the issue during demolition.

B. Roofing must have 15 years or more of remaining life with no visible sign s of leakage. For roofs containing composition shingles, a maximum of two layers of shingles are allowed (including any proposed new layers).

Provide evidence that the roof system has a 15-year life remaining on the manufacturer’s warranty.

C. All siding must have 15 years or more of remaining life. Hairline cracks in stucco must be sealed and painted with elastomeric paint. If requested by SHRA, a statement by a licensed architect and/or engineer that the existing siding contains at least 15 years of useful life remaining shall be provided.

D. Fireplaces must be clean and meet applicable air quality standards. Chimneys shall be clean and must be inspected by a certified chimney inspector for structural integrity. All recommended structural repairs shall be performed.

Doors and Windows

A. All dwelling/tenant units must have screens on all windows that are designed to open. Windows designed to open must have functional locks and must operate freely without excessive effort. All windows must be dual - paned (minimum), and shall meet or exceed the State of California’s currently applicable efficiency standards, and any other efficiency standards that may be dictated by the funding source or other governing bodies for the project.

B. All doors must have matching hardware finishes.

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

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

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

E. All doors and windows must meet current egress standards.

Doors and Windows – Rehabilitation only
A. Any windows showing signs of condensation or leakage of any kind shall be replaced. SHRA allows window replacement using retrofit windows when those windows are installed by trained professionals following manufacturer’s specifications. Retrofit windows must have a similar useful life as “new, construction” (i.e., nail fin) windows.

B. All doors and doorjambs must be in good condition. No damaged or worn doorjambs or doors are allowed.

Doors and/or jambs beyond their useful life shall be replaced.

Casework

A. New cabinet boxes shall be made of plywood or solid wood. No particle board boxes will be allowed.

B. All counter tops shall be of solid surface or granite, and in very good condition with no significant scratches, burns or other imperfections.

C. Face frames, doors and drawer faces shall be solid hardwood. No plastic laminate finishes will be allowed.

Casework – Rehabilitation only

A. All cabinets shall be replaced or in very good condition, within their 15 year useful life, both structu rally and in appearance.

Finishes

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

B. In common areas, corridors may be floored with LVP, glue-down carpeting, or carpet tiles. Community rooms and kitchens shall be floored with LVP. Wear layer of LVP in common/commercial areas shall be a minimum of 20 mils thick.

C. Carpet shall meet or exceed the minimum standards as set by HUD’s UM-44D bulletin.

Finishes – Rehabilitation only

A. Floor coverings must be in good, useable condition - no holes, tears, rips, or stains.

B. All exterior and interior surfaces must be painted. No peeling, cracking, chipping, or otherwise failing paint will be allowed. All painted surfaces must be new, or in near new condition and appearance.

C. Acoustic (popcorn) ceiling texture must be removed and refinished with new texture to match wall texture.

Equipment

A. Dishwashers, refrigerator/freezer, oven, stoves and garbage disposals are r equired in all dwelling unit kitchens.

All appliances must be new or in very good operating condition. All appliances must be Energy Star rated, as applicable. Appliances slated for ADA units shall be per code requirements.

B. SRO projects are encouraged to provide the appliances listed above and will be reviewed and approved on a case-by-case basis.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

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

Furnishings

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

Special Construction

A. Non-habitable structures on property must be painted to match primary buildings and must be structurally sound.

B. Laundry facilities must, at a minimum, be consistent with CTCAC requirements of one washer and dryer for every ten dwelling units for family housing and one for every 15 units for senior and special needs projects. Ten percent of the total number of washer/dryers must be ADA-accessible machines (unless the ADA units contain their own laundry facilities). Solid surface countertops will be required within laundry rooms and countertops shall meet all ADA requirements.

C. Public pool areas shall have self-closing gate(s). Fences and gates at pool areas shall meet applicable current codes and standards. Joints between coping and concrete deck shall be appropriately caulked. Existing pools shall have no cracks in plaster or tile grout joints. The Developer is responsible for ensuri ng pool and surroundings meet all applicable current codes and standards. If a project contains two or more pools, at least one must remain following rehabilitation.

Mechanical/Plumbing

A. Water heaters must be installed per current applicable codes.

B. All common areas and tenant units must have heating and air conditioning. Wall mount (i.e. PTAC units) or central systems are acceptable. Evaporative coolers are not acceptable. HVAC units should be protected from vandalism, pursuant to discretion of SHRA.

C. Toilets, showerheads, faucets, and mixing valves shall be new and meet current water conservation codes.

D. Tub surrounds must be one unbroken piece per wall and must be of solid surfaces (such as “Swanstone” or other solid acrylic materials, quartz composites), or other similar materials. Fiberglass/acrylic surrounds are acceptable.

Mechanical/Plumbing – Rehabilitation only

A. All toilets, sinks, and tubs shall be chip and stain free.

Electrical

A. All units must have smoke/carbon monoxide detectors installed per current code.

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

C. Broadband infrastructure meeting the requirements of 24 CFR 5.100* is required in all new construction projects of 4 or more units.

*Broadband infrastructure means cables, fiber optics, wiring, or other permanent (integral to the structure) infrastructure, including wireless infrastructure, that is capable of providing access to Internet connections in

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

individual housing units, and that meets the definition of “advanced telecommunications capability” determined by the Federal Communications Commission under section 706 of the Telecommunications Act of 1996 (47 U.S.C. 1302).

Electrical – Rehabilitation only

A. All electrical panels shall meet current code.

B. Any rehabilitation projects with un-grounded electrical systems shall be re-wired with grounded systems to meet current code.

C. For rehabilitation projects, switches, outlets and light fixtures shall be replaced with devices that meet current applicable codes.

D. Wiring mounted on the exterior of the surface may be allowed if it is concealed in conduit and conduit is painted to match exterior siding. For projects where exterior siding will be removed, this wiring shall be installed within walls, attic spaces, and/or crawl spaces.

Resident Services Community Space

All properties, regardless of project type (i.e. senior, family, or large family), must devote a minimum of 1,200 s.f. to actual resident services/community space. Resident services space includes common kitchens, computer rooms, meeting rooms and general gathering space. It does not include public restrooms, leasing offices, laundry facilities and lobbies. Common kitchens are required, including refrigerator, stove, garbage disposal, and dishwasher.

For existing buildings, these requirements shall apply unless SHRA deems there to be significant physical constraints.

End of Scope of Development.

RESOLUTION NO. 2023-

Adopted by the Housing Authority of the City Sacramento

On date of

DONNER FIELD SENIOR APARTMENTS: A RESOLUTION OF THE HOUSING

AUTHORITY APPROVING THE SELLER CARRYBACK CONDITIONAL LOAN COMMITMENT AND DISPOSITION AND DEVELOPMENT AGREEMENT;
CONVEYANCE OF THE PROPERTY FOR FAIR MARKET VALUE; EXECUTION OF

THE CONDITIONAL LOAN COMMITMENT, DISPOSITION AND DEVELOPMENT AGREEMENTS, AND RELATED DOCUMENTS WITH DONNER FIELD SENIOR L.P. (EDEN HOUSING) OR RELATED ENTITY; RELATED BUDGET AMENDMENT; RELATED FINDINGS; AND ENVIRONMENTAL FINDINGS

BACKGROUND

A. In 1985, the Redevelopment Agency of the City of Sacramento received title to the property at 4501 9 th Avenue, APN 014-0223-004. (Property). The Property was subsequently transferred to the ownership of the Housing Authority of the City of Sacramento in 2012 due to the dissolution of Redevelopment.

B. On November 1, 2016 , the Housing Authority Board adopted a resolution approving the Vacant Lot Disposition Strat egy that permitted the sale of the Property

C. On August 19, 20 20, the Sacramento Housing and Redevelopment Agency (SHRA), on behalf of the Housing Authority, issued a Req uest for Proposals seeking an affordable housing developer to acquire and build affordable housing on the Property. On December 4, 2020, Eden Housing Inc. submitted a proposal for a 67-unit senior housing development and was awarded the Property.

D. The Housing Authority and Eden Housing Inc. desire to enter into a Disposition and Development Agreement s (DDA) for the project to be referred to as Donner Field Senior Housing (Project).

E. A notice regarding the proposed property disposition was published on July 10, 2023, in a newspaper of general circulation in accordance with HSC Section 34315.7.

F. On March 1, 2023, Eden Housing Inc. (Developer) submitted a funding application to SHRA for predevelopment, acquisition, construction , and permanent financing of the Project. Proposed funding for the Project includes $8,540,000 in City funds which include $1 million in Housing Opportunities for Person’s with AIDS (HOPWA) funds, $6 million in Home Investment Partnerships Program (HOME) funds, $1.25 million in City Measure U and Redevelopment funds, and $290,000 in Seller Carry Back financing. An additional $2.6 million is proposed to be lent to the Project using Mental Health Services Act (MHSA) funds to be authorized by the County of Sacramento.

G. In early 2022 SHRA, on behalf of the Housing Authority, issued a Req uest for Proposals seeking owners and developers interested in receiving Project Based Vouchers (PBV) to serve homeless fami lies/individuals. On April 4, 2022 , Eden Housing submitted a proposal and was awarded 67 PBVs.

H. The Project is consistent with SHRA’s approved Multifamily Lending and Mortgage Revenue Bond Policies, Priority 2(i) - New Construction of Permanent Supportive Housing and Homeless Housing.

I. The project has been reviewed pursuant to National Environmental Policy Act procedures at 24 California Code of Regulations Part 58, and the project was found to have no significant impact on the environment with mitigation measures incorporated.

J. The project has been found to be eligible for ministerial approval through SB35 and is therefore not subject to California Environmental Quality Act review.

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

Section 1. All of the evidence having been duly considered, the facts as presented and stated above, in cluding the environmental facts and findings, as stated above, are found to be true and correct.

Section 2. The Loan Commitment letter , attached as Exhibit A and incorporated into this resolution by this reference, for the financing of the Donner Field Senior Housing Project is approved in the amount of $290,000 in Seller Carryback Financing for the construction and permanent financing of the Project.

Section 3. The Executive Director, or her designee, is authorized to negotiate, enter into, execute, and amend the Loan Commitment and related documents with the Developer for the construction and permanent financing of the Donner Field Senior Project in the amount of $ 290,000, or an amount justified by an upd ated fair market appraisal, as approved to form by its Office of the General Counsel and perform other actions deemed necessary by the Executive Director including without limitation, negotiation, amendment, subordination, regulatory agreement, financial r estructuring, extensions, consistent with SHRA’s adopted policies, and with this resolution.

Section 4. The Disposition and Development Agreement , attached as Exhibit B and incorporated into this resolution by this reference, for the Donner Field Senior Apartments Project is approved, and the Executive Director, or her designee, is authorized to enter into, execute and transmit the Disposition and Development Agreement to Donner Field L.P., or a related entity.

Section 5. Conveyance of the Property for fair market value ( $290,000 or an amount justified by an updated fair market appraisal ) to Donner Field Senior L.P. (Eden Housing Inc.) or related entity for the development of 67 units of senior affordable housing is approved and the Seller Carry Back Loan is approved.

Section 6. The Executive Director, or her designee, is authorized to perform other actions the Housing Authority deems necessary to fulfill the intent of the Loan Commitment and Disposition and Development Agreements that accompany this resolution, in accordance with their terms, and to ensure proper repayment of the Housing Authority funds including without limitation, subordination, restructuring and extensions consistent with Housing Authority adopted policies and with this resolution.

Table of Contents:

Exhibit A: Conditional Loan Commitment Letter
Exhibit B: Disposition and Development Agreement

Exhibit A

Effective Date: July 25, 2023

Donner Field Senior, L.P.

Andrea Osgood, Chief Real Estate Officer
22645 Grand Street
Hayward, CA 94541

RE: Conditional Loan Commitment for Donner Field Senior Apartments-Seller Carry Back Loan

Dear Ms. Osgood:

On be half of the Sacramento Housing and Redevelopment Agency (SHRA) and the Housing Authority of the City of Sacramento (HACS) (collectively, Agency), we are pleased to advise you of this Conditional Loan Commitment (Commitment) of acquisition, construction and permanent loan funds (Loan) comprised of $290,000, or an amount justified by an updated fair market appraisal, in HACS Seller Carryback funds for the purpose of financing the acquisition, rehabilitation and development of that certain real property known as Donner Field Senior Apartments located at 4501 9th Avenue, Sacrament, California 95820 (Property). The Agency's decision is based on your application, and all representations and information supplied by you to it. If these representations and information change in a material manner without written approval of the Agency, this C ommitment is void. Agency's obligation to make the Loan is subject to the satisfaction of all the following terms and conditions and Borrower's execution of documentation that is in a form and in substance satisfactory to the Agency.

The Loan shall be made on standard Agency loan documents. Loan terms not in this Commitment and the attached loan document forms shall not be included in the final loan documents without additional environmental review and governing board approval. In the event of any discrepancies between terms stated in this C ommitment and the loan documents, the terms stated in th is Commitment shall be deemed to be terms of this Commitment.

Unless otherwise agreed in writing by the Agency in exercise of its absolute discretion, the following shall be considered conditions to Agency approval of a financing commitment. The Agency may, in exercise of its absolute discretion, modify its requirements upon written notice to Borrower given at least sixty (60) days prior to close of escrow for the Property.

This Commitment will expire January 31, 2025, unless a mutually agreed upon extension is made.

1. PROJECT DESCRIPTION : Donner Field Senior Apartments is composed of two buildings – one U -shaped two-and three -story residential building and one single story community building buildings and includes a total of 24 tuck-under parking spaces and 67 units comprised of sixty-five 1-bedroom units and two 2-bedroom units. The Project will

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

contain amenities that include a community building, computer room, shared kitchen and multipurpose room, BBQ area, bocce ball court, and community garden.

2. BORROWER: The name of the Borrower for the Loan is Donner Field Senior, L.P ., a California limited partnership with Eden Housing , Inc. , or related entity as the lead development partner.

3. PURPOSE OF LOAN : The Loan is to be used by B orrower solely to pay the costs of acquisition financing and for such other purposes as Agency expressly agrees to in the loan agreement for the Loan , and such other agreements as may be generally required by the Agency for the use of the funding source for the Loan.

4. PRINCIPAL AMOUNT: The combined principal amount of the Loan will be the lesser of the following:

a. Two Hundred Ninety Thousand Dollars and No Cents ($290,000.00), or b. an amount to be determined prior to close of the Loan based on a project budget approved by Agency.

5. TERM OF LOAN: The Maturity Date of the Loan is 40 years or 480 months from the date of conversion to permanent financing , at which point any and all unpaid principal and interest on the loan will be due and payable.

6. INTEREST RATE: The Loan will bear simple interest at three percent (3%) per annum.

Interest shall be calculated on the basis of a 36 5-day year and actual number of days elapsed.

7. ANNUAL REPAYMENT: Annual principal and interest payments shall be made according to the structured payment schedule contained in the final Loan Agreement and as calculated to achieve a minimum annual debt service coverage ratio of 1.2:1. Payments shall be applied first to o utstanding interest accrued and unpaid and then to principal. All outstanding principal and interest is due and payable on the Maturity Date.

8. SOURCE OF LOAN FUNDS: Agency is making the Loan from the following sources of funds, and the Loan is subject to all requirements related to the use of such, whether Agency requirements or otherwise: HACS Seller Carryback funds. This Loan is conditioned upon Borrower’s acceptance of Agency’s requirements and conditions related to such lending programs and funding sources, including among others, the required forms of agreements for the Loan; the requirements for covenants, conditions and restrictions upon the Property; and insurance and indemnity requirements.

9. Borrower acknowledges that, as a condition of the Agency’s making of the Loan, the Property will be subject to restrictions on future sales and rentals which may result in less income to Borrower than could otherwise be realized, and that such restrictions run with the land, and during their operational term, will bind all successors in interest.

___________ (Borrower Initial)

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

10. ACCELERATION: Agency shall have the right to accelerate repayment of the Loan in the event of a default under any Loan Document or upon sale, transfer or alienation of the Property except as specifically provided for in the Loan documents.

11. SECURITY: The Loan shall be evidenced by promissory note(s) secured by a deed of trust with assignment of r ents against the fee and/or leasehold interest in the Property and Improvements, which shall be a lien upon the Property and Improvements subject only to liens senior to the Agency’s lien securing loans from a conventional lender or other lender and such other items as the Agency may approve in writing. The Loan shall also be secured by security agreements. The Agency may subordinate said deeds of trust in order to accommodate completion of the development of the Property. The Agency will not subordinate the regulatory agreement(s) to said deeds of trust in order to preserve the affordable housing covenants.

12. LEASE AND RENTAL SCHEDULE: All leases of the Property and Improvements shall be subject to Agency's review and approval prior to execution. Borrower shall not deviate from the rental schedule presented in Borrower's application for the Loan without Agency's prior written approval ; provided, however, that such approval shall not be required for annual adjustments to rental rates as permitted by the California Tax Credit Allocation Committee.

13. PROOF OF EQUITY : Borrower shall provide proof of equity for the Property and Improvements in the amount of no less than $25,000,000 in Low Income Housing Tax Credit Equity and no less than $900,000 in deferred developer fee. If LIHTC equity goes below $25,000,000 the equity must be offset by an increase in deferred developer fee or other non-Agency funding source.

14. OTHER FINANCING: Borrower, as a requirement of the Loan, shall procure and deliver to Agency evidence satisfactory to Agency that Borrower has obtained the following described financing which may be secured by a lien upon the Property and Improvements superior or subordinate to Agency's liens, and which shall be otherwise on terms and conditions acceptable to Agency:

a. As a condition precedent to disbursement of the remainder of the Agency loan, construction financing from a private lender(s) in an amount(s) sufficient to complete construction of the Property according to a scope of work as approved by Agency and made fo r a term not less than that specified in the Schedule of Performances for completion of construction, and in any event not less than the time necessary to fulfill all conditions precedent to funding of the permanent financing.
b. Commitments for permanent financing sufficient to “take out” all liens senior to the Agency’s lien.
c. Such commitments for financing shall not require modification of Agency loan documents, or any term of this commitment letter.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

d. Such commitments shall not be based upon sources and us es of Project funds that are different from those approved by Agency for the project or be subject to conditions which require amendment of the DDA, OPA or other agreements.

15. EVIDENCE OF FUNDS : Prior to the first disbursement of the Loan, Borrower must demonstrate evidence of adequate and assured funding to complete the development of the Project in accordance with the Agency's requirements. Borrower's evidence of available funds must include only one or more of the following: a) Borrower equity; b) firm a nd binding commitments for the Project from financial institution(s) or from other lender(s) approved by Agency in its absolute discretion; and c) Agency’s contribution, provided, however, that Agency is not obligated by this letter to make any contribution not stated in the terms of the letter.

16. SOILS AND TOXIC REPORTS : Borrower has submitted to the Agency a hazardous substances report made in accordance with the American Society for Testing and Materials "Standard Practice for Environmental Site Assessments; Phase I Environmental Site Assessment Process" (Designation E15 27-21) prepared by a licensed or registered environmental engineer or other qualified party prior to Loan closing. Borrower must, as a condition of disbursement of Loan funds, provide assurances satisfactory to the Agency 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.

17. LOAN IN BALANCE: Borrower will be required to maintain the Loan "in balance". The Loan is "in balance" whenever the amount of the undisbursed Loan funds, the remaining sums to be provided by the Borrower and the loan funds from other project lenders or the equity investor are sufficient, in the sole judgement of the Agency, to pay for the remainder of the work to be done on the project as required by written agreement with the Agency.

Should the Agency determine that the Loan is not "in balance", the Agency may declare the Loan to be in default.

18. PLANS AND SPECIFICATION : Final plans and specification s, if any, for the project must be in accord with the proposal approved as part of the Loan application. Final plans and specifications will be subject to Agency's final approval prior to t he disbursal of Agency Loan funds. Borrower must obtain Agency's prior written consent to any change in the approved plans and specifications or any material deviation in construction of the project. The final plans shall incorporate all related mitigation measures, environmental conditions required, if any, for compliance with approvals under CEQA, and/or NEPA, or the U.S. Department of Housing and Urban Development as conditions of approval of the project.

19. ARCHITECTURAL AGREEMENT: The architec tural agreement (Agreement) , if any, for the preparation of the plans and specifications and other services shall be subject to Agency's approval. Agency may require an assignment of Borrower's interest in and to the Agreement as security for the Loan.

20. CONSTRUCTION CONTRACT: The construction contract ( Contract), if any, and any change orders issued thereunder, and the contractor (Contractor) to be retained by

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

Borrower to construct the Improvements shall be subject to Agency's approval. Agency may require an assignment of Borrower's interest in and to the Contract as security for the Loan. Agency may require Contractor to provide a performance and payment bond in a form acceptable to Agency for the amount of the Contract.

21. ECONOMIC OPPORTUNITY EMPLOYMENT REQUIREMENTS : The Loan will require 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 Contractor and its subcontra ctors to utilize lower income project area residents as employees to the greatest extent feasible.

22. RETENTION AMOUNT: The Agency shall retain ten percent (10.0%) of the total amount of the Loan as retention and shall be released when the Agency determines all conditions to final disbursement of the Loan have been satisfied.

23. COST BREAKDOWN: Borrower shall deliver to Agency for Agency's approval prior to commencement of work a detailed cost breakdown of the cost of constructing, financing and other costs of developing the Improvements, which breakdown conforms to the project plans and specification and the budget approved with this C ommitment. Borrower shall also deliver a list of all contractors and subcontractors to be employed in connection with the construction of the Improvements. If required by the Agency , Borrower shall also submit copies of all bids received for each item of work to be performed as well as copies of executed contracts and subcontracts with acceptable bidders.

All contracts, subco ntracts, contractors, and subcontractors shall be subject to Agency's approval prior to close of the Loan. Agency 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 to Agency.

Agency shall make disbursements of the Loan based on a cost breakdown that lists line items in cost categories. Agency shall require that Borrower provide documentation supporting all requests for disbursement of Loan funds, including proof of work done and actual expenditure. Agency shall conduct inspections of the Property to assure that the work was done before making a disbursement.

24. START OF CONSTRUCTION : Borrower shall commence construction at the earliest possible date subject to the conditions of this Agency and other involved lenders, but no later than sixty (60) days following the close of construction financing.

25. OTHER LENDER DRAW: “Other Lender Draw” means a draw request or other request for disbursement submitted to another lender for the Project. Borrower shall concurrently submit to Agency any Other Lender Draw. Delivery of such Other Lender Draw shall be made in the same manner as any other notice, except that it shall also be marked “OTHER LENDER DRAW REQUEST” and delivered to the person named in writing by Agency as the recipient of such requests or, in the absence thereof, to Agency’s Portfolio Management office. Borrower shall provide Agency with true, accurate and correct copies of each Other Lender Draw, if any, including without limitation all supporting information, documents, and other required submittals. Agency shall have the right to reject an Other Lender Draw,

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

for failing to comply with the Loan, for changing the Project in any material way, or for impairing the ability of Agency to enjoy the practical realization of its rights under the Loan and its related instruments. If Agency rejects an Other Lender Draw, Borrower shall withdraw the notice for such Other Lender Draw and shall not accept and shall return to Agency any disbursement on account of such Other Lender Draw.

26. COMPLETION OF CONSTRUCTION: Borrower shall complete the construction of the Improvements no later than twenty-four (24) months following the close of construction financing.

27. SECURITY CAMERAS AND OU TSIDE LIGHTING: Project shall include installation of a security camera system at vehicular driveways and additional exterior lighting, and security patrols, all as approved by the Agency.

28. INSURANCE PROVIDER : Each policy of insurance required under the Loan shall be obtained from a provider licensed to do business in California and having a current Best's Insurance Guide rating of A VII, which rating has been substantially the same or increasing for the last five (5) years, or such other equivalent rating, as may reasonably be approved by Agency's legal counsel.

29. PROPERTY INSURANCE: Borrower shall procure and maintain property insurance and during construction Builder's Risk completed value insurance in a for m and substance approved by Agency. 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 haza rds affecting Agency's security for the Loan as may be required by Agency, governmental regulations, or any permanent lender. All such policies shall contain a standard mortgagee loss payable clause in favor of Agency. The insurance required shall be written with a deductible of not more than $25,000.00.

30. COMMERCIAL GENERAL LIABILITY AND OTHER INSURANCE:

Borrower shall carry insurance as set forth below effective prior to the disbursement of the Loan, and such insurance shall be maintained in full force and effect at all times and work is performed in connection with the project. Such insurance coverage must list the Agency as an additional insured, and must be approved in writing by Agency prior to the disbursement of the Loan.
a. Commercial general liability insurance, in Insurance Services Office (ISO) policy form CG 00 01 or equivalent, with limits of liability not less than: $1,000,000 per occurrence, and $5,000,000 general aggregate, all per location of the project, such coverage to include contractual liability to include bodily injury, property damage and personal injury;
b. Personal injury insurance with the employment exclusion deleted, unless the Agency gives prior written approval for the employment exclusion to remain in the policy;
c. Commercial automobile liability insurance for any vehicle used for or in connection with the project, in an amount not less than $1,000,000 and approved in writing by Agency; and

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

d. Workers’ compensation and all other insurance required under applicable law, in the amount required by applicable law or by Agency, whichever amount is greater.

31. TITLE COMPANY: Borrower must procure a Title Company in the Sacramento region.

Title Company is the insurer of title and the escrow holder. The Title Company is Placer Title Company – Sacramento Commercial Division located at 301 University Avenue, Suite 120, Sacramento, CA 95825.

32. TITLE INSURANCE: Borrower must procure and deliver to Agency a n ALTA Lender's Policy of Title Insurance, together with such endorsements as Agency may require, including but not limited to ALTA endorsement nos. 9.6 and 9.7 (or CLTA endorsemen t nos. 100 and 116) and ALTA endorsement no. 25 (or CLTA endorsement no. 116) insuring Agency in an amount equal to the principal amount of the Loan and covenants, conditions or restrictions of the Loan, that Agency's Deed of Trust constitutes a third lien or charge upon the Property and Improvements subject only to such items as shall have been approved by Agency. There must be no exceptions permitted for mechanics liens.

Title insurance for the Loan must be issued by a title insurer approved by Agency.

33. ORGANIZATIONAL AGREEMENTS: Borrower must submit to Agency certified copies of all of Borrower’s organizational documents, including all amendments, modifications or terminations: if a corporation, Borrower's Articles of Incorporation and By -Laws; if a partnership, its Partnership Agreement and, as applicable, Certificate of Limited Partnership or Statement of Partnership; if a Limited Liability Company, its Articles of Organization and its Operating Agreement; and in all cases with all exhibits and amendments to such documents, fictitious business name statements, other related filings or recorded documents and such related documents as Agency may request. If it is a corporation, Borrower must submit a corporate borrowing resolution referencing this Loan.

If Borrower is other than a corporation, Borrower must submit such proof of authority to enter this Loan as may be required under the organizational documents.

34. FINANCIAL INFORMATION: During the term of the Loan, Borrower shall deliver to Agency within 120 days of the end of each fiscal year an audited income and expense statement, a balance sheet, and a statement of all changes in financial position signed by authorized officers of Borrower. Prior to close of the Loan and during its term, Borrower must deliver to Agency such additional financial information as may be requested by Agency. Agency reserves the right to review and approve financial statements and other credit information and references prior to closing. During the term of the Loan, Borrower must deliver to Agency a monthly rent -roll including household composition information and operating statements with respect to the Property and Improvements, as Agency may request.

35. MANAGEMENT AGREEMENT: Prior to execution, Borrower must submit to Agency any agreement providing for the management or operation of the Property or Improvements by a third party which agreement is subject to Agency Approval.

36. AFFIRMATIVE FAIR MARKETING : Borrower agrees to follow the Agency’s Affirmative Marketing Policies that require outreach to groups least likely to apply for the

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

housing based on local demographic information, providing sufficient marketing time prior to lease Up (as defined in the Affirmative Marketing Policies), and lotteries or other method for initial Lease Up and initial waiting list creation, as agreed upon by the Agency and Borrower prior to the start of Lease Up.

37. RESIDENT SERVICES AGREEMENT : Prior to execution, Borrower must s ubmit to Agency any agreement providing for the resident services by a third party which agreement is subject to Agency Approval. The agreement must include on -site resident services according to the following minimum schedule of fifteen (15) hours per week:

a. Coordinator: Four (4) hours per week (maximum)
b. Additional Programming: Balance of minimum eleven (11) hours per week shall include, but are not limited to:
i. Resident development support and activities.
ii. Education classes such as nutrition, exercise, health resources, health insurance application assistance, Annual onsite health fair and ESL classes. iii. Socialization activities such as bingo, gardening and community building events.
iv. Other services such as transportation assistance, counseling assistance and employee readiness and job search assistance.

38. LOW INCOME HOUSING TAX CREDITS (LIHTC): Borrower represents that as a condition of closing this Loan it is applying for an allocation of LIHTC’s and agrees to perform all actions and to meet all requirements to maintain the LIHTC allocation if granted.

39. SMOKE-FREE ENVIRONMENT: The project will be 100% non-smoking except for the designated smoking area located next to the parking lot in the northeast corner of the site.

40. DOCUMENTATION: This letter is not intended to describe all of the requirements, terms, conditions and documents for the Loan, which shall also include customary provisions and documents for an Agency transaction of this type. All docu ments to be delivered to or approved by Agency must be satisfactory to Agency in all respects. Borrower must promptly deliver to Agency any further documentation that may be required by Agency.

41. CONSISTENCY OF DOCUMENTS: As a material obligation under thi s Commitment, Borrower shall assure that the loan documents for the Project are consistent with lender's commitment approved by the Agency and comply, in all respects, with this Commitment.

42. CHANGES OR AMENDMENTS: No documents or contracts which are to be delivered to Agency or are subject to Agency's review or approval shall be modified or terminated without the prior written approval of Agency.

43. ACCEPTANCE OF THIS COMMITMENT: Borrower’s acceptance of this Commitment shall be evidenced by signing and delivering to Agency the enclosed copy of this letter.

Until receipt of such acceptance by Agency, Agency shall have no obligation under this letter. Agency may withdraw this Commitment at any time prior to Borrower’s acceptance.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

Sincerely,

__________________________________
La Shelle Dozier, Executive Director

The undersigned acknowledges and accepts the terms and conditions of the Commitment and Scope of Development and Rental Property Minimum Construction Standards (Exhibit 1), and has executed this Commitment as of the Effective Date.

BORROWER:

Donner Field Senior, L.P., a California limited partnership By: Eden Housing, Inc. or related entity

By: _________________________________
Andrea Osgood, Chief Real Estate Officer

Attachment:

Exhibit 1 - Scope of Development and Rental Property Minimum Construction Standards

Exhibit 1 - Scope of Development

Donner Field Senior Apartments is a new construction development on approximately 1.23 acres located at 4501 9th Avenue. The development consists of 67 units comprised of 65 one - bathroom units and 2 two - bedroom units.

Inclusive of this unit mix, 1 unit will be exempt for management staff. The common areas and amenities include a community building with shared common space and laundry facilities.

Outdoor amenities include community barbeque grills and a bocce ball court.

All work shall comply with Federal and State Americans with Disability Act (ADA) accessibility requirements, as well as any other requirements stipulated by the funding sources. When there are differences, the stricter shall prevail.

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.

I. Mitigation Measures:

A Phase I Environmental Site Assessment Report was completed by GeoCon Consultants in July 2022 and no further environmental reports were recommended and no mitigation strategies were called for.

An existing sewer line and easement that services this project site and an adjacent property (the School site) will need to be relocated. In order to facilitate this relocation, an amendment to the easement with the adjacent property owner will be required and a portion of the easement will be abandoned once the relocation of the utility has completed.

II. Mitigation Monitoring Plan:

Sewer: According to our Civil Engineer, best way to relocate the existing sewer/storm pipe that serves parcels 1 and 2 would be to route north within the new drive aisle then install a new main within 8th Street to 45 th Street (see diagram below).

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

III. Building Exteriors:

1. Asphalt Pavements: The development will include approximately 24 onsite uncovered surface parking spaces and 24 tuck-under parking space with 3-6 equipped for EV changing. There will be four (4) ADA parking spaces.

2. Balconies and Patios: Ten (10) ground floor apartments will have patios and there will be no upper floor balconies, however there are planned 1-2 shared balconies near the elevators on the 2nd and 3rd floors.

3. Site Lighting: The site will be lit with Title 24 compliant wall packs, pole lights and other luminaires for all parking and outside public spaces, and will be of LED or similarly energy efficient type.

4. Non-Smoking: The Project will be 100% non-smoking except for the designated smoking area located next to the parking lot in the northeast corner of the site.

5. Landscaping and Courtyard: Landscaping is designed with drought tolerant plants and trees. Trees will be planted along the parking lot to meet City shading requirements.

The U-shaped building surrounds an at grade, landscaped courtyard with a BBQ and picnic area, community garden, and a covered mailbox center. The Landscape Plan dated was approved by the City as part of the project entitlements. All landscaped areas will be served by a programmable automated irrigation system. Any modifications to the Lender-approved Landscape Plan require Lender’s written approval prior to implementation of changes.

6. Picnic Area: Barbeque and seating areas will be provided.

7. Swimming Pool: There will be no swimming pool on the property.

8. Play Area: The play area will have one Bocce Ball court. There will be no school age or toddler play structures located on the grounds as this is a senior apartment community.

9. Community Garden: The center courtyard of the site will have a resident raised bed garden area.

10. Exercise Path: There will be no site exercise path.

11. Mailboxes: New mailboxes will be installed in a covered area across from the elevators just off the courtyard.

12. Site Fencing: The sliding auto entry gate for the site is on 8 th and 9th Avenue through the only entry drive. The hours of gate access are yet to be determined and is pending full consultation with the fire department. The site will be gated and closed after business hours.

Residents and employees of the community will have remote access to open the gate and park inside. Exit only may be institut ed (pending full consultation with the fire department) on 8 th Avenue. Pedestrian access to the site is through a person - gate and call box along the sidewalk on 45 th Street. A call box and gate are located just outside the community building along 45 th Street. Perimeter site fencing is a combination of half -

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

height wood and tubular steel. The property line between the Fortune School and the property shall have a contiguous 6’ wrought iron tubular metal fence.

13. Stormwater: The development will meet storm water requirements through use of on- site storm water detention and/or bioswales along the project perimeter.

14. Roof: Buildings are planned with low sloped roofs and extended eaves in order to provide maximum lineal space for solar PV panels, weather protection and mechanical equipment. Buildings include cool roofs, planned to passively counteract the warm conditions of Sacramento County. The material on the roof will be single ply.

15. Siding: The building skin will be painted cement fiber board siding.

16. Offsite Improvements: Public offsite improvements consist of street frontage improvements along 9th Avenue, 8th Avenue and 45 th Street, including new sidewalks (as required by the City), curbs, gutters, landscaping, and lighting.

IV. Building Interiors

1. Americans with Disabilities Act (ADA) Units: There will be ten (10) units, 15% of the units, accessible with mobility features, and an additional seven (7) units, 10% of the units, will include communications features for persons with hearing or vision impairment. The remainder of the units will be designed to be adaptable.

2. Non-Smoking: The Project will have 100% non-smoking units.

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

4. Appliances: All apartment kitchens will have brand new Energy Star rated appliances including, refrigerator with freezer combination, electric stove and range, dishwasher and garbage disposal.

5. Bathtubs and Toilets: All apartments will have a bathtub/shower combination.

Restrooms will have water efficient 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, keyed latch assemblies, viewers, and screws in strike plates long enough to penetrate the door jamb framing by at least one inch. The dwelling entry door hardware shall have single action hardware to release deadbolt and latch assembly. All doors will meet current egress standards.

7. Cabinets, Counters and Sinks: All apartment kitchens will have modular 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 all wood vanity, and solid surface cultured marble vanity top with integral sink. All cabinetry face

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

frames, doors and drawer faces will be solid hardwood.

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. The Borrower is responsible for providing an Operating Procedure Outline Sheet (OPOS) for window washing systems where applicable, per Cal -OSHA requirements. All windows will meet current egress standards.

10. Blinds: Vertical or horizontal blinds will be provided in all apartment windows and sliding glass doors.

11. Electrical and Lighting: All apartments will have high efficiency lighting, ceiling fans, exhaust fans vented to the exterior and bathroom humidistat fans. Air conditioning and 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 will not be mounted on the exterior of the buildings. The project and all units will be wired for broadband infrastructure that complies with 24 CFR 5.100.

12. Flooring: All dwelling unit kitchens shall contain luxury vinyl plank (LVP) flooring.

Bathrooms must be floored with LVP, sheet vinyl or ceramic tile to provide a cleanable, impervious surface. Bedrooms, hallways, and living and dining rooms may be floored with carpeting, LVP or hardwood. Wear layer of LVP shall be at least 12 mils inside dwelling units. Tenant unit entries shall be floored with LVP or ceramic tile. In common areas, corridors may be floored with LVP, glue-down carpeting, or carpet tiles.

Community rooms and kitchens shall be floored with LVP. Wear layer of LVP in common/commercial areas shall be a minimum of 20 mils thick. Carpet shall meet or exceed the minimum standards as set by HUD’s UM-44D bulletin.

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

V. Community Amenities

1. Community Building: The furnished community building will consist of management offices meeting areas, lobby areas, sitting areas, restrooms and fitness room will have easy to maintain flooring (to be selected at a later date), energy efficient lighting and HVAC systems. The square footages of individual areas will be further defined as the design process continues but the resident services/community space will be a minimum of 1,200 square feet, not including restrooms, leasing offices, laundry facilities, and lobbies. These spaces will be ADA compliant.

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

3. Community Restrooms: The two community restrooms in the community building will be ADA compliant, have low-flow bathroom fixtures, sink, solid surface countertop, and bathroom accessories.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

4. Community Room Kitchen: The community room kitchen will be ADA compliant and include all plywood construction cabinets with solid hardwood faces, solid surface countertop, and flooring that will be determined as the design process continues. 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.

5. Elevator: Two hydraulic elevators will be installed. The elevator floor surface area will be a minimum of 28 square feet.

6. Hallways and Stairs (open corridor style): Residential hallways and stairs will be of luxury vinyl plan flooring type. Stairs will be located on the wing elevations to encourage use for those that can forgo the elevator. Stairs will have non -slip concrete treads, landings and closed risers. All hallway floorings will be exterior finish due to open corridor design. The first floor hallways will be a broom finished concrete to minimize slipperiness in inclement weather.

7. HVAC & Plumbing Systems: Each apartment will have its own air conditioning and 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. A gas-fired central boiler will provide hot water for the development. Bathroom exhaust fans will be humidistat controlled.

8. Laundry Facility: The laundry room (or rooms) will accommodate no less than a total of seven (7) washers and seven (7) dryers, which will include one set of ADA accessible laundry machines. The location of this room (or rooms) will be determined as the design process continues.

9. 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.

10. Trash Room: One trash chute and one recycle chute will be located on each 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.

11. Recycle: One recycle chute will be located on each floor, emptying into the ground floor trash and recycle “discharge” room.

12. Bicycle parking: Long-term and short-term bicycle parking will be provided – taking into account this senior project will be allowed a 50% reduction under current zoning regulations. Long-term bicycle parking will be provided adjacent to the parking on the ground floor and short-term bicycle parking will be provided on the exterior of the building centrally located near the community building front door.

13. Security Cameras: Interior and exterior web-based security cameras will be installed throughout the community. 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.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

Attachment 1: Lender’s Minimum Construction Standards
This attachment is from Exhibit 2 from the Lender’s Multifamily Lending and Mortgage Revenue Bond Policies.

RENTAL PROPERTY MINIMUM CONSTRUCTION STANDARDS

The following is a list of the required minimum construction standards that must be incorporated into projects participating in SHRA’s Multifamily Financing and/or Mortgage Revenue Bond programs. All rental units and sites associated with these projects must meet or exceed these standards. Exceptions to these standards may be made for properties subject to U.S. Department of Housing and Urban Development replacement reserve requirements that allow for renovation over time rather than at recapitalization (e.g., Rental Assistance Demonstration conversions for conventional public housing).

Note: For rehabilitation projects, all of the following standards shall apply. The non-rehabilitation sections below shall apply to new construction projects.

Useful Life Expectancy – Rehabilitation only

SHRA shall reference the current edition of FannieMae’s “Instructions for Performing a Multifamily Property Condition Assessment, Appendix F. Estimated Useful Life Tables” in determining the useful life for all building components and systems located within the project. A remaining useful life of 15 years or more is r equired for all building components and systems located within the approved complex. All items on the FannieMae tables with useful lives indicated to be less than 15 years shall be replaced.

General Requirements

A. All materials funded under this loan must be new unless previously approved. Recycled items must be approved in writing by SHRA prior to their use.

B. All work shall comply with Federal and State ADA accessibility requirements, as well as any other requirements stipulated by the funding source(s). When there are differences the stricter of the two shall apply.

The developer 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.

C. All units shall be approved for occupancy by the local Building Department or any other Agency Having Jurisdiction (AHJ) at the conclusion of the work and prior to occupancy.

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

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

F. The developer’s architect is responsible for providing an Operating Procedure Outline Sheet (OPOS) for window washing systems where applicable, per Cal-OSHA requirements.

G. SHRA encourages the use of energy and water-efficient systems wherever they may be incorporated into the project.

General Requirements – Rehabilitation only

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

A. Any component of the project which does or may present a health or safety hazard to the public or tenants shall be corrected to the satisfaction of the local Building Department or AHJ.

B. A clear pest inspection report will be required at the conclusion of the construction work for rehabilitation projects.

C. For all structures where disturbance of any hazardous materials (e.g. lead, asbestos, mold, etc.) will occur, a clearance report from an environmental consultant is required.

D. Projects deemed historically significant landmark by either the City of Sacramento or the National Register of Historic Places shall consult with the State Historic Preservation Officer (SHPO), and shall conform to the Secretary of the Interior Standards for the Treatment of Historic Properties.

Site Work

A. Trees and large shrubs must be trimmed, grass areas must be mowed, and all planter areas must be weed -free.

The landscape design shall incorporate a sustainable design appropriate for the Sacramento Valley. Vegetation that assists in minimizing crime and enhances public safety is preferred. Trees compromising building envelope materials (roofing, siding, windows, etc.) and/or structural integrity (including foundations) must be removed.

An arborist shall be consulted for an opinion on trees prior to major branch trimming, root cutting or tree removal. All trees, bushes and other plants that are to be removed shall have the root ball removed by grinding or by mechanical means. A landscape plan describing the above must be provided to SHRA for approval.

B. All landscaped areas must be served by a programmable automated irrigation system. The irrigation controller shall be a “Smart Controller” that senses rain to reduce water use. Irrigation shall be designed to use bubblers and other water saving measures. Irrigation must not spray on building. Sprinklers should minimize overspray that runs to storm drain drop inlets. Areas that show evidence of erosion of soil shall be landscaped to eliminat e problems. The landscape plan must be approved by SHRA and applied.

C. For gated communities containing swinging vehicle gates, driveways shall be striped to show the area under the gate swings for safety purposes.

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

E. All projects shall meet the parking requirements of the local Agency Having Jurisdiction (AHJ) over the project. "Grandfathered Projects" will need to show that they are in fact “Grandfathered” or otherwise exempted by the local AHJ. Otherwise, all projects shall meet the governing ADA requirements for parking.

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

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

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

I. For family projects of 50 or more units, a minimum of one school age-appropriate play structure is required. For family projects of 100 or more units, a minimum of one school age and one toddler -appropriate play structure is required.

Site Work – Rehabilitation only

A. All landscaping and irrigation systems must be in a well-maintained condition.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

B. All fencing must be in good and serviceable condition. Existing fencing that is to remain shall be free of flaking paint, rust, or any other signs of failure. If existing fencing shows any signs of failure, it shall be repaired, painted and restored to look new. All chain link fencing must be removed and replaced with fencing of another approved material. All pedestrian gates hardware must be functional and in new or near -new condition. Access Control systems are required at exterior pedestrian gates.

C. All driveways and sidewalks must be in good condition. All cracked or uplifted areas (more than ¼”) shall be repaired or replaced.

D. The asphalt shall be in good condition, with no alligator cracking, longitudinal cracking, potholes, or standing water. Repairs to portions of parking lots not suitable for new coatings shall be performed by removing and replacing damaged paving. A new seal-coat or slurry-coat shall then be applied to the entire parking lot surface.

Parking spaces shall be restriped, including ADA aisles and other applicable striping/painting.

E. All site accessories (bollards, benches, tables, play equipment, bike racks, mailboxes, shade structures, BBQs, sheds, etc.) shall be replaced or in good repair (cleaned, painted and/or re-coated).

Building Envelope and Moisture Protection – Rehabilitation only

A. All areas exposed to moisture must be sealed and watertight. Buildings showing evidence of water intrusion shall have the areas inspected by a licensed architect/engineer or by a certified water intrusion expert. A water intrusion report shall be submitted to SHRA, and shall include the cause of the issue and a resolution to eradicate the water intrusion. If the inspection cannot be completed until the demolition phase of the project, the report shall describe a procedure to inspect the issue during demolition.

B. Roofing must have 15 years or more of remaining life with no visible signs of leakage. For roofs containing composition shingles, a maximum of two layers of shingles are allowed (including any proposed new layers).

Provide evidence that the roof system has a 15-year life remaining on the manufacturer’s warranty.

C. All siding must have 15 years or more of remaining life. Hairline cracks in stucco must be sealed and painted with elastomeric paint. If requested by SHRA, a statement by a licensed architect and/or engineer that the existing siding contains at least 15 years of useful life remaining shall be provided.

D. Fireplaces must be clean and meet applicable air quality standards. Chimneys shall be clean and must be inspected by a certified chimney inspector for structural integrity. All recommended structural repairs shall be performed.

Doors and Windows

A. All dwelling/tenant units must have screens on all windows that are designed to open. Windows designed to open must have functional locks and must operate freely without excessive effort. All windows must be dual - paned (minimum), and shall meet or exceed the State of California’s currently applicable efficiency standards, and any other efficiency standards that may be dictated by the funding source or other governing bodies for the project.

B. All doors must have matching hardware finishes.

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

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

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

E. All doors and windows must meet current egress standards.

Doors and Windows – Rehabilitation only
A. Any windows showing signs of condensation or leakage of any kind shall be replaced. SHRA allows window replacement using retrofit windows when those windows are installed by trained professionals following manufacturer’s specifications. Retrofit windows must have a similar useful life as “new, construction” (i.e., nail fin) windows.

B. All doors and doorjambs must be in good condition. No damaged or worn doorjambs or doors are allowed.

Doors and/or jambs beyond their useful life shall be replaced.

Casework

A. New cabinet boxes shall be made of plywood or solid wood. No particle board boxes will be allowed.

B. All counter tops shall be of solid surface or granite, and in very good condition with no significant scratches, burns or other imperfections.

C. Face frames, doors and drawer faces shall be solid hardwood. No plastic laminate finishes will be allowed.

Casework – Rehabilitation only

A. All cabinets shall be replaced or in very good condition, within their 15 year useful life, both structurally and in appearance.

Finishes

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

B. In common areas, corridors may be floored with LVP, glue-down carpeting, or carpet tiles. Community rooms and kitchens shall be floored with LVP. Wear layer of LVP in common/commercial areas shall be a minimum of 20 mils thick.

C. Carpet shall meet or exceed the minimum standards as set by HUD’s UM-44D bulletin.

Finishes – Rehabilitation only

A. Floor coverings must be in good, useable condition - no holes, tears, rips, or stains.

B. All exterior and interior surfaces must be painted. No peeling, cracking, chipping, or otherwise failing paint will be allowed. All painted surfaces must be new, or in near new condition and appearance.

C. Acoustic (popcorn) ceiling texture must be removed and refinished with new texture to match wall texture.

Equipment

A. Dishwashers, refrigerator/freezer, oven, stoves and garbage disposals are required in all dwelling unit kitchens.

All appliances must be new or in very good operating condition. All appliances must be Energy Star rated, as applicable. Appliances slated for ADA units shall be per code requirements.

B. SRO projects are encouraged to provide the appliances listed above and will be reviewed and approved on a case-by-case basis.

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

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

Furnishings

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

Special Construction

A. Non-habitable structures on property must be painted to match primary buildings and must be structurally sound.

B. Laundry facilities must, at a minimum, be consistent with CTCAC requirements of one washer and dryer for every ten dwelling units for family housing and one for every 15 units for senior and special needs projects. Ten percent of the total number of washer/dryers must be ADA-accessible machines (unless the ADA units contain their own laundry facilities). Solid surface countertops will be required within laundry rooms and countertops shall meet all ADA requirements.

C. Public pool areas shall have self-closing gate(s). Fences and gates at pool areas shall meet applicable current codes and standards. Joints between coping and concrete deck shall be appropriately caulked. Existing pools shall have no cracks in plaster or tile grout joints. The Developer is responsible for ensuring pool and surroundings meet all applicable current codes and standards. If a project contains two or more pools, at least one must remain following rehabilitation.

Mechanical/Plumbing

A. Water heaters must be installed per current applicable codes.

B. All common areas and tenant units must have heating and air conditioning. Wall mount (i.e. PTAC units) or central systems are acceptable. Evaporative coolers are not acceptable. HVAC units should be protected from vandalism, pursuant to discretion of SHRA.

C. Toilets, showerheads, faucets, and mixing valves shall be new and meet current water conservation codes.

D. Tub surrounds must be one unbroken piece per wall and must be of solid surfaces (such as “Swanstone” or other solid acrylic materials, quartz composites), or other similar materials. Fiberglass/acrylic surrounds are acceptable.

Mechanical/Plumbing – Rehabilitation only

A. All toilets, sinks, and tubs shall be chip and stain free.

Electrical

A. All units must have smoke/carbon monoxide detectors installed per current code.

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

C. Broadband infrastructure meeting the requirements of 24 CFR 5.100* is required in all new construction projects of 4 or more units.

*Broadband infrastructure means cables, fiber optics, wiring, or other permanent (integral to the structure) infrastructure, including wireless infrastructure, that is capable of providing access to Internet connections in

Sacramento Housing and Redevelopment Agency “Changing Lives” 801 12th Street · Sacramento, CA 95814 · www.shra.org

individual housing units, and that meets the definition of “advanced telecommunications capability” determined by the Federal Communications Commission under section 706 of the Telecommunications Act of 1996 (47 U.S.C. 1302).

Electrical – Rehabilitation only

A. All electrical panels shall meet current code.

B. Any rehabilitation projects with un-grounded electrical systems shall be re-wired with grounded systems to meet current code.

C. For rehabilitation projects, switches, outlets and light fixtures shall be replaced with devices that meet current applicable codes.

D. Wiring mounted on the exterior of the surface may be allowed if it is concealed in conduit and conduit is painted to match exterior siding. For projects where exterior siding will be removed, this wiring shall be installed within walls, attic spaces, and/or crawl spaces.

Resident Services Community Space

All properties, regardless of project type (i.e. senior, family, or large family), must devote a minimum of 1,200 s.f. to actual resident services/community space. Resident services space includes common kitchens, computer rooms, meeting rooms and general gathering space. It does not include public restrooms, leasing offices, laundry facilities and lobbies. Common kitchens are required, including refrigerator, stove, garbage disposal, and dishwasher.

For existing buildings, these requirements shall apply unless SHRA deems there to be significant physical constraints.

End of Scope of Development.

Exhibit A

NO FEE DOCUMENT:

Entitled to free recording
per Government Code 27383.

When recorded, return to:

SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY
Development Finance Division
801 12th Street
Sacramento, CA 95814

DISPOSITION AND DEVELOPMENT AGREEMENT

DONNER FIELD SENIOR APARTMENTS
4501 9TH AVENUE, SACRAMENTO, CA 95820

HOUSING AUTHORITY OF THE CITY OF SACRAMENTO
DONNER FIELD SENIOR, L.P.

July 25, 2023

DDA Donner Field Senior Apartments Page 2

DISPOSITION AND DEVELOPMENT AGREEMENT

DONNER FIELD SENIOR APARTMENTS
4501 9TH AVENUE SACRAMENTO CA 95820

THE HOUSING AUTHORITY OF THE CITY OF SACRAMENTO (“Agency”), a public body, corporate and politic and DONNER FIELD SENIOR, L.P. (“Developer”) enter into this Disposition and Development Agreement (this “DDA”), as of July 25, 2023 (the “Effective Date”) and expires on December 31, 202 5, or extended upon mutual agreement (“Expiration Date”). For purposes of this DDA, the capitalized terms shall have the meanings assigned in Section 17.

RECITALS

A. Agency is the owner of one parcel of real property located at: 4501 9th Avenue located in the City of Sacramento, State of California, and more particularly described in the Property Description (the “Property”).

B. In accordance with Health & Safety Code Section 3431 5.7, Agency has held, a public hearing on July 25, 2023 to disclose the disposition of the Property. Upon disposition of the Property, proceeds will be used directly to assist the development of low income housing within Agency’s boundaries.

C. In order to accomplish such purpose, this DDA provides that Agency will transfer Agency's interests in the Property to Developer upon the express condition that Developer will redevelop the Property for the uses described in this DDA. This DDA is intended to assure that the Developer will redevelop the Property and that the Developer is not merely speculating in land.

D. Developer desires to purchase and develop the Property, and Agency desires to sell the Property for development, on the terms and conditions in this DDA.

AGREEMENT

NOW THEREFORE, the parties acknowledge that the foregoin g Recitals are true and correct, and based upon such Recitals and in consideration of the following mutual covenants, obligations and agreements and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows:

1. PERFORMANCE. The parties shall perform their obligations at the times and in the manner specified in this DDA. The time for performance is stated in this DDA and in the Schedule of Performances; provided, however that such times shall be extended for periods of Unavoidable Delay.

2. PROJECT DESCRIPTION. Agency is entering into this DDA and conveying the Property to Developer solely for the purposes of developing the Project. The “Project” shall be the

DDA Donner Field Senior Apartments Page 3

following: the creation of 67 units to be leased exclusively to seniors (individuals age 55 and over), comprised of 65 one-bedroom units and 2 two-bedroom units (one reserved for an on-site manager). The project will be 100% affordable to those at or below 50% AMI. This new construction project contains one, two and three-story components with elevators that serve upper-level floors. Gated entries on the north and south access points lead into the surface and tuck under parking area of the site. The project will include a common greenspace that the residences overlook. Ground floor units in the courtyard will have porches that adjoin a walking path that connects the north and south residences, the community building, mail area, BBQ, elevators, parking, and a bocce ball court. The community building will be the “front door” and the center of the project. Residents will be able to enter the complex from the courtyard, and visitors from the street. The community building will have amenities including but not limited to a computer room, a meeting space, a shared kitchen for events, and a multipurpose room that opens onto a generous covered outdoor space that is connected to the greenspace. Offices for the on-site manager and support staff will also be in the community building. The one- and two- bedroom residences will have full kitchens and a bathroom and will be handicap accessible or adaptable. All units will be all-electric outfitted residences with best-in-class energy star appliances (including but not limited to a range, dishwashers, microwave, and refrigerator), and all units will have solid surface flooring, built in cabinetry and wardrobes, air conditioning and heating units, and ceiling fans. All first floor units will have private patios.

3. PURCHASE AND SALE. Agency agrees to sell and Developer agrees to purchase the Property subject to the terms and conditions in this DDA. This DDA, if executed by Developer only, constitutes Developer’s offer to purchase the Property on the terms and conditions contained in this DDA and subject to the covenants, conditions and restrictions contained in the Regulatory Agreement to be executed by Agency and Developer and recorded on the Property upon conveyance of the Property to Developer.

3.1. PURCHASE PRICE. The Purchase Price for the Property shall be $290,000.00 or an amount justified by an updated fair market value appraisal, and shall be payable by Developer’s execution and delivery of the Promissory Note at the close of acquisition and construction financing, which will be repaid pursuant to the Funding Agreement as described in Section 4, below.

3.2. ESCROW. Developer and Agency have opened, or within eighteen months after the Effective Date, shall open, the Escrow account subject to the provisions of the Escrow Instructions.

Agency and Developer shall execute and deliver the Escrow Instructions to Title Company within ten (10) days after the Effective Date.

3.3. CONDITIONS TO AGENCY'S PERFORMANCE. Agency's obligation to perform under this DDA is subject to all of the following conditions:

3.3.1. Developer has performed , or will timely perform, all of the obligations that it is required to perform pursuant to this DDA, including without limitation, obtaining all required approvals of the Plans; obtaining building permits sufficient to commence Project construction;

DDA Donner Field Senior Apartments Page 4

providing all required budgets, reports and evidence of funding and insurance; and providing required construction contracts.

3.3.2. The closing conditions as defined in the Escrow Instructions are fulfilled as of Close of Escrow.

3.3.3. Developer’s representations and warranties in this DDA are true and correct as of the Effective Date of this DDA and as of the Close of Escrow.

3.3.4. This DDA is in full force and effect, no default on the part of Developer having occurred under this DDA, and no event having occurred, which, with the giving of notice or the passage of time, will constitute default by Developer under this DDA.

3.4. CONDITIONS TO DEVELOPER'S PERFORMANCE. Developer's obligation to perform under this DDA is subject to satisfaction of all of the following conditions:

3.4.1. The closing conditions as defined in the Escrow Instructions are fulfilled as of Close of Escrow.

3.4.2. Agency’s representations and warranties in this DDA are true and correct as of the date of this DDA and as of the Close of Escrow.

3.4.3. This DDA is in full force and effect, no default on the part of Agency having occurred under this DDA, and no event having occurred, which, with the giving of notice or the passage of time, will constitute default by Agency under this DDA.

3.4.4. Developer shall have reviewed and approved the Condition of Title and the Title Company shall, upon payment of Title Company’s regularly scheduled premium, shall have agreed to issue the Title Policy for the Property upon Close of Escrow.

3.4.5. Developer shall have obtained, and the Agency shall have approved Financing Plan and the Financing shall have closed and funded or be ready to close and fund concurrent with the applicable closing.

3.4.6. The Developer shall have approved the Site Conditions and shall not have elected to cancel Escrow and terminate this Agreement pursuant to Section 2.2 hereof, the RAP (as defined below), and the Agency Remedial Work shall have been completed as provided herein.

3.5. GENERAL COVENANTS AND REPRESENTATIONS AND WARRANTIES. The parties make the following covenants, representations and warranties regarding the Property and the Project.

3.5.1. AGENCY'S REPRESENTATIONS AND WARRANTIES. Agency represents and warrants to Developer that as of the date of this DDA and as of the Close of Escrow, the date for which is set forth on the Schedule of Performances, to the actual knowledge of Agency’s Executive

DDA Donner Field Senior Apartments Page 5

Director, Office of the General Counsel, and staff with responsibility for development of the Property:

a) Agency has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are in violation of any applicable laws regarding Hazardous Substances, o r informing Agency that the Property is subject to investigation or inquiry regarding Hazardous Substances on the Property;

b) There is no pending or threatened litigation, administrative proceeding, or other legal or governmental action with respect to the Property or with respect to Agency that would affect the Property;

c) This DDA and all other documents delivered for the Close of Escrow have been duly authorized, executed, and delivered by Agency; are binding obligations of Agency; and do not violate the provisions of any agreements to which Agency is a party.

3.5.2. AGENCY'S COVENANTS. Commencing with the full execution of this DDA by both parties and until the Close of Escrow:

a) Agency shall promptly notify Developer of any facts that would cause any of the representations contained in this DDA to be untrue as of the Close of Escrow;

b) Agency shall not permit any liens, encumbrances, or easements to be placed on the Property, other than the approved exceptions named as acceptable in the Escrow Instructions or as identified and approved in this DDA;

c) Agency shall not, without Developer’s written consent, enter into any agreement regarding the sale, rental, management, repair, improvement, or any other matter affecting the Property that would be binding on Developer or the Property after the Close of Escrow without the prior written consent of Developer, except as otherwise agreed in this DDA;

d) Agency shall not permit any act of waste or act that would tend to diminish the value of the Property for any reason, other than ordinary wear and tear;

e) Agency shall convey the Property to Developer pursuant to the terms and conditions contained in this DDA;

3.5.3. DEVELOPER’S REPRESENTATIONS AND WARRANTIES. Developer, for itself and its principals, represents and warrants to Agency that as of the date of this DDA and as of the Close of Escrow:

a) Developer has reviewed the condition of the Property, including without limitation, the physical condition of the Property (above and below the surface) and issues regarding land use and development of the Property, and if Developer closes Escrow for the acquisition of the

DDA Donner Field Senior Apartments Page 6

Property, Developer shall be deemed to be satisfied that the Property is suitable in all respects for its intended development and uses;

b) Developer’s agreement to close the Escrow for the acquisition of the Property serves as Developer’s representation that Developer has obtained all additional information regarding the Property that Developer considers necessary for its due diligence in acquiring the Property;

c) To the best of Developer’s knowledge, there is no pending or threatened litigation, administrative proceeding or other legal or governmental action with respect to Developer which would affect its ability to fulfill its obligations under this DDA and acquire the Property or which may constitute a lien against Developer’s equity or Developer’s interests in the Property, now or in the future;

d) Any information that Developer has delivered to Agency, either directly or through Developer’s agents, is, to the best of Developer’s knowledge, accurate, and Developer has disclosed all material facts concerning the operation, development, or condition of the Property;

e) Developer has the financial capacity, the equity and the financing necessary to fulfill its obligations under this DDA and acquire the Property. Developer represents that any equity and funding commitments represented by Develo per to Agency as available to the Project are unencumbered and that Developer has not represented to any other party that it will use such funds for any purpose other than the Project (and covenants that it will not use them for any other purpose) without prior written Agency consent; and

f) This DDA and all other documents delivered for the Close of Escrow have been duly authorized, executed, and delivered by Developer; are binding obligations of Developer, and do not violate the provisions of any agreements to which Developer is a party.

3.5.4. DEVELOPER’S COVENANTS. Commencing with the full execution of this DDA by both parties and until the Close of Escrow:

a) Developer covenants by and for itself and assigns, and all persons claiming under or through it, that it shall not discriminate on the basis of race, color, ancestry, religion, creed, sex, marital status, or national origin in the sale, lease or rental or in the use or occupancy of the Property and the Project;

b) Developer shall promptly notify Agency of any facts that would cause any of the representations contained in this DDA to be untrue as of the Close of Escrow;

c) Developer shall not cause any liens, encumbrances, or easements to be placed on the Property prior to Close of Escrow, except as otherwise per mitted by this DDA or approved in writing by Agency;

d) Developer shall not cause any act of waste or act that would tend to diminish the value of the Property for any reason, except that caused by ordinary wear and tear;

DDA Donner Field Senior Apartments Page 7

e) Developer shall be solely responsible for the cost and acquisition of the Project Site;

f) Developer shall complete the development of the Project at Developer’s cost;

g) Developer shall comply with all provisions of the Regulatory Agreement, and cause any subsequent purchaser of the Property to so comply.

h) CLOSE OF ESCROW. The Escrow shall not close, and the Property shall not be conveyed to Developer unless the preceding conditions have been satisfied together with all other conditions stated in the Escrow Instructions for Close of Escrow.

3.6. DAMAGE, DESTRUCTION AND CONDEMNATION BEFORE CLOSE OF ESCROW. If, prior to the Close of Escrow: (a) damage occurs to any portion of the Property by earthquake, mudslide, fire, release of or exposure to any Hazardous Substances, or any other casualty (other than any damage caused by Developer or its employees, agents, Contractor or subcontractors) resulting in repairs or remediation costs that will exceed twenty percent (20%) of the Purchase Price; or (b) any portion of the Property is taken by eminent domain or otherwise, or is the subject of a threatened or pending taking action resulting in a twenty percent (20%) or more decrease in the after-taking value of the Property, Agency shall notify Developer in writing of the damage, destruction or condemnation.

Developer may, within fifteen (15) days after such notice, elect to terminate this DDA by written notice to Agency.

3.6.1. If this DDA is to continue in full force and effect after any such damage or destruction, Agency shall do one of the following:

a) Agency shall pay or assign to Developer any amount due from or paid by any insurance company or any other party as a result of the damage; and the amount of any deductible under Agency's insurance policy; or

b) Agency shall pay to Developer through credit in Escrow against the cash portion of the Purchase Price for the cost of repairing or correcting such damage not covered by insurance, provided, however, that the amount of any payment of such credit against the Purchase Price pursuant to this clause shall not exceed thirty percent (30%) of the Purchase Price. If this DDA is to continue in full force and effect after such condemnation action, Agency shall pay any amounts received on account of, and assign to Developer all of Agency’s rights regarding, any awards for such taking.

3.6.2. COMMISSIONS. Agency is not responsible, by this DDA or otherwise, to pay commissions on the sale of the Property or any related transaction.

4. AGENCY FUNDING. Agency shall provide funding for the Project as provided in the Funding Agreement. All terms regarding Agency funding are in the Funding Agreement, including without limitation, the source and use of funds.

DDA Donner Field Senior Apartments Page 8

5. PREPARATION AND APPROVAL OF PLANS AND RELATED DOCUMENTS. Agency shall have the right, but not the obligation, to review Plans to assure their conformity with the provisions of this DDA. Based upon such review , Agency shall hav e the right to approve or reject the Plans for reasonable cause.

5.1. EXTENT AND CHARACTER OF PLAN REVIEW. Agency's right of review includes, without limitation, the right to review architectural and engineering plans and specifications, off-site plans and specifications, and landscaping designs and specifications. Agency's approval of Plans is neither a representation of nor an assurance of their adequacy or correctness. Agency has reserved approval rights solely (a) to assure that the Plans further the R edevelopment Plan; (b) to assure that the Final Plans conform to the Plans; and (c) to assure that Agency’s purposes are fulfilled and any Agency funds which may be obligated under this DDA are used as intended by Agency.

This DDA is a financing document and not a land use or planning document. Approval of the Project and Plans under this DDA is only an approval by Agency of the Project design “concept ” as presented in this DDA. Such approval by Agency is not and shall not be considered an approval of land use entitlements, structural design of the Project, or the aesthetic design of the Project.

Developer shall comply with all applicable land use, planning and design laws, rules and regulations of each governmental agency acting in proper exercise of it s respective jurisdiction, including without limitation, departments, staff, boards and commissions of the City.

5.2. CONCURRENT REVIEW. Agency agrees that its review of the Final Plans shall occur before or concurrently with City’s review of such plans, so as not to delay the commencement and progress of Project development.

5.3. PLANS. Developer has provided Agency with Plans, and Agency has approved the Plans concurrently with this DDA. Agency has been induced to undertake its obligations under this DDA by Developer's promise to develop the Project in accordance with the Plans, the Scope of Development and the provisions of this DDA.

5.4. PREPARATION OF FINAL PLANS AND RELATED DOCUMENTS. Developer shall prepare the Final Plans that shall include all construction plans, drawings, specifications and other documents necessary to obtain all required building permits for the construction of the Project. Developer shall submit the Final Plans to Agency for Agency's review. The Final Plans shall conform in all material respects to this DDA, including without limitation, Plans and the Scope of Development.

To the extent that this DDA has insufficient detail or is unclear, this DDA shall be deemed to provide that the Project shall contain high -quality materials, and sh all conform to all applicable laws, regulations, zoning, design and usage guidelines. The Final Plans shall be considered to include all changes or corrections approved as provided in this DDA. The Final Plans shall incorporate all related mitigation measures required for compliance with approvals under the City of Sacramento’s approval of the project , unless otherwise fulfilled. Developer agrees that it will comply with the requirements of the City of Sacramento Site Plan and Design Review planning entitlement to the extent of its jurisdiction.

5.5. DELIVERY. Developer shall deliver the Final Plans or changes to the Final Plans for Agency review as soon as available. Said delivery shall be made to the office of Agency Clerk

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at the address for notices and shall have clearly marked on its exterior "URGENT: Donner Field Senior Apartments PROJECT PLAN REVIEW" or the equivalent.

5.5.1. DEEMED APPROVAL. If duly marked and delivered, the Final Plans or changes to the Final Plans shall be deemed approved unless disapproved in whole or in part, in writing, within thirty (30) days after their proper delivery to Agency.

5.5.2. AGENCY DISAPPROVAL. If Agency disapproves, in whole or in part, the Final Plans or any change to the Final Plans, Agency shall state, specifically and in writing, at the time of disapproval, the reasons for disapproval and the changes that Agency requests to be made.

Agency's reasons for disapproval and such Agency-requested changes shall be consistent with this DDA, including without limitation, the Plans, the Final Plans, the Scope of Development and with any items previously approved in accordance with this DDA. If Agency rejects the proposed Final Plans, Developer shall obtain no rights to develop the Property under this DDA and Agency shall have no obligations regarding the Project until such time as Developer has modified the proposed Final Plans and received Agency's approval of the Final Plans as modified.

5.6. GOVERNMENTAL CHANGES. If any revisions or corrections of the Final Plans shall be required by any government official, agency, department or bureau in exercise of its proper jurisdiction, the Developer shall inform Agency. If Agency and Developer concur in writing with the required change, Developer shall incorporate the change and it shall be deemed approved by Agency. If Agency or Developer reasonably disagrees with the required change, they shall reasonably cooperate with the governmental agency requiring the change in efforts to develop a mutually acceptable alternative.

5.7. APPROVAL OF SUBSTANTIAL CHANGES TO FINAL PLANS. If the Developer desires to make any substantial changes in the Final Plans, Developer shall submit such proposed changes, in writing, to Agency for its approval. Agency shall approve or disapprove the proposed change as soon as practicable. The Final Plans shall be construed to include any changes approved in the same manner as approval of the original Final Plans under this section. Nothing in this Section shall be construed to relieve Developer of its obligations under all applicable laws regarding such changes.

5.7.1. SUBSTANTIAL CHANGE. A substantial change in the Final Plans shall include, without limitation, the following changes, excluding those items generally considered to be tenant improvements:

a) Material changes in the layout, elevation design, functional utility or square footage;

b) Material changes in use of exterior finishing materials substantially affecting architectural appearance or functional use and operation;

c) Any change that reduces the effectiveness of any mitigation measure required for CEQA and NEPA approval of the Project;

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d) Material changes in site development items for the Property that are specified in the Final Plans;

e) Material changes in the type, location, visibility, accessibility, size, design or artist for any artwork shown in the Final Plans;

f) Material changes in quality of project or landscaping materials;

g) Any change in public amenities specified in the Final Plans;

h) Any changes requiring approval of, or any change required by, any city, county or state board, body, commission or officer; and

i) Any change that would preclude or materially reduce the ability to use the Project as intended by this DDA.

5.7.2. MISREPRESENTATION. If Agency’s approval of the Final Plans is reasonably based upon a material misrepresentation to Agency by Developer or by anyone acting on Developer’s behalf, Agency may, within a reasonable time after discovery of the misrepresentation, take any action permitted by law with regard to any such misrepresentation, notwithstanding Agency’s prior approval, including without limitation, rescission of the approval or such other equitable remedies as may then be appropriate to such rescission.

6. DEVELOPMENT PROVISIONS. As stated in detail in this Section 6, Developer shall construct and manage the Project according to the requirements established in this DDA, which includes, without limitation, the Scope of Development, the Schedule of Performances and the Plans.

Developer shall promptly begin, diligently prosecute and timely complete th e construction of the Project. In interpreting the provisions of this DDA, the provisions that specifically enforce the Redevelopment Plan and the applicable provisions of the California Redevelopment Law (commencing at Health and Safety Code a goal which is consistent with the purpose 3000) shall control.

6.1. NOTICE TO PROCEED. Developer shall not enter the Property or begin work on the Project until Agency has issued to Developer a written notice to proceed with the work. Agency will issue a notice to proceed after Agency approval of the Final Plans, City's issuance of a building permit for substantially more than the Project foundations, Developer's compliance with all governmental requirements for start of construction, Developer's provision of required policies of insurance, and Developer's provision of proof of construction financing in an amount adequate to begin the Project work.

6.2. CONSTRUCTION CONTRACTS. Developer shall submit to Agency the construction contract or contracts for the Project. Agency' s review of the construction contract shall be only for determining its compliance with this DDA. If the cost of construction of the Project or any part of the Project exceeds the costs projected by Developer, Developer shall, nevertheless, bear the responsibility to complete, at Developer's cost, the construction of the Project in accordance with

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this DDA. If the property is revested in Agency pursuant to Section 13.1, Developer shall assign all rights under the construction contracts to Agency.

6.3. GOVERNMENTAL REVIEW PROCESS. Notwithstanding any other provision of this DDA, Developer is subject to all building, planning, design and other plan review requirements that are otherwise applicable to the project, including without limitation those of the City of Sacramento.

To as sure proper review by the City, Developer shall, within thirty (30) days of obtaining all necessary funding sources , make an initial deposit toward “plan check fees” with the City’s Planning Department. In addition, Developer shall obtain, or has obtained , a final Site Plan and Design Review planning entitlement before the City’s Design Review/Preservation Board or its appropriate subcommittee for approval as soon as practicable. Conditions to the project imposed by the City shall be considered obligation s of the Developer under this DDA. If a dispute with City staff arises regarding such City conditions, Developer shall accept the decision of the City’s Planning and Design Commission interpreting, imposing and enforcing such City conditions, subject to any applicable appeals process of the Planning and Design Commission.

6.4. ART IN PUBLIC PLACES EXEMPTION. The Project improves and increases the stock of affordable housing in the community. Imposition of the Art in Public Places Program would increase the c ost of the Project substantially and reduce either the number of affordable units available in the Project or the affordability of those units. Therefore, the Aesthetic Improvement Policy requirements are not applicable.

6.5. PAYMENT AND PERFORMANCE BONDS. As a condition precedent to beginning construction of the Project, the Developer shall provide Agency a copy of a performance bond obtained by Developer or Contractor in favor of the Developer as a named obligee, in form and amount as approved by Agency in suring the faithful completion of Developer’s obligations to develop the Project under this DDA, and a copy of a payment bond obtained by Developer or Contractor in favor of the Developer as a named obligee, in form and amount as approved by Agency securing payment of all labor and material suppliers and subcontractors for the work as stated in the construction contract for the Project. The bonds shall be written with a surety listed as acceptable to the federal government on its most recent list of sureti es. Developer shall assure compliance with all requirements of the surety. Developer shall permit no changes in the work to be performed by the Contractor and shall make no advance payments to the Contractor without prior written notice to the surety and Agency, if such change or payment could release the surety of its obligations under the bonds.

6.6. SUBSTANTIAL CHANGES. Developer covenants and agrees that Developer shall not make or permit to be made any construction of the Project which incorporates a substantial change in the Final Plans, as described in Section 5.7, without Agency approval of such changes as provided in Section 5.7.

6.7. LOCAL, STATE AND FEDERAL LAWS. The Developer shall assure that the construction of the Project is carried out in conformity with all applicable laws and regulations, including all applicable federal and state labor standards. Before commencement of construction or development of any buildings, structures or other work of improvement upon the Property, Developer shall at its own expense secure any and all certifications and permits which may be

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required by any governmental agency having jurisdiction over such construction, development or work. Agency shall cooperate in securing certifications and permits which require consent of the owner of the property. Developer shall permit only persons or entities which are duly licensed in the State of California, County of Sacramento an d City of Sacramento, as applicable, to perform work on or for the Project.

6.8. PREVAILING WAGES; COMPLIANCE WITH DAVIS-BACON ACT AND OTHER APPLICABLE LAW.

Agency advises Developer that the Project is subject to the payment of prevailing wages under California law. Developer shall inform the Contractor and shall require the Contractor to inform all subcontractors and materialmen furnishing goods or services to the Project of Agency’s determination of the applicability of California prevailing wage requirements. Developer and Contractor have had the opportunity to meet with their respective legal counsel and to request a determination of the matter before the California Department of Industrial Relations and any other appropriate governmental bodies. Developer and Contractor have made their own independent determinations of the applicability of prevailing wage laws and have independently implemented such determinations.

Developer shall at all times cause all work to be performed in compliance with all applicable laws, ordinances, rules, and regulations of federal, state, county or municipal governments or agencies in effect as of the Effective Date or that may be enacted hereafter, including but not limited to, causing the Developer and the Contractor and subcontractors to comply with the Davis-Bacon Act and the Copeland Act.

Developer indemnifies, holds harmless and defends Agency from all additional wages , benefits, fees, penalties, fines, legal fees, court costs, arbitration costs, and other costs arising from the improper application of California prevailing wage laws to the Project by Developer or Contractor or both of them.

The provisions of this Section shall survive expiration or other termination of this Agreement and shall remain in full force and effect.

6.9. PUBLIC SAFETY PROTECTIONS. Developer shall assure that all necessary steps are taken (including the erection of fences, barricades and warning devices) to protect private contractors and their employees and the public from the risk of injury arising out of the condition of the Property or Developer's activities in connection with the Property, including without limitation, fire, or the failure, collapse or deterioration of any improvements or buildings.

6.10. NO DISCRIMINATION DURING CONSTRUCTION. Developer for itself, the 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.

6.10.1. EMPLOYMENT. Developer 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. The Developer will take affirmative action

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to ensure that applicants are employed, and that employees are treated during employment, without regard to their sex, race, color, religion, ancestry, national origin , disability, medical condition, marital status, or sexual orientation. Such action shall include, but not be limited to, the following:
employment; upgrading; demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of p ay or other forms of compensation; and selection for training, including apprenticeship. Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by Agency setting forth the provisions of this nondiscrimination clause.

6.10.2. ECONOMIC OPPORTUNITY EMPLOYMENT REQUIREMENTS. This DDA 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. The Developer shall fulfill its obligations imposed by this Section by instructing its Contractor and its subcontractors to utilize lower income Project area residents as employees to the greatest extent feasible by:
a) Identifying the number of positions in the various occupational categories including skilled, semi-skilled, and unskilled labor, needed to perform each phase of the Project; b) Identifying, within the positions identified in subparagraph (a) of this Section, the number of positions in the various oc cupational categories which are currently occupied by regular, permanent employees;
c) Identifying, within the positions identified in subparagraph (a) of this Section, the number of positions in the various occupational categories which are not currently occupied by regular, permanent employees;
d) Establishing the positions identified in subparagraph (c) of this Section, 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 e) Making a good faith effort to fill all of the positions established in subparagraph (d) of this Section with lower income Project area residents, first and foremost, through the First Source Program, Greater Sacramento Urban League, Sacramento Works, Sacramento Employment Training Agency, or similar local workforce agencies.

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

6.10.4. MONITORING PROVISIONS. Developer, Contractor and subcontractors shall comply with the requirements of Agency for monitoring the anti-discrimination and all applicable labor requirements.

6.11. PUBLIC IMPROVEMENTS. Developer shall, at Developer's expense, undertake and complete any modification, construction, relocation or improvement of public facilities, improvements and utilities for the development of the Property.

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6.12. AGENCY ACCESS TO THE PROPERTY. Developer shall permit Agency representatives access, without charge, to the entire Property at any time and for any purpose which Agency reasonably considers necessary to carry out its obligations and protect its interests under this DDA.

Purposes for Agency entry may include, without limitation, inspection of all work being performed in connection with the construction of the Project.

6.13. PROJECT SIGN. If Developer 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. Agency name on the sign shall be in letters not less than the size of letters used to name any of the other participants.

6.14. CERTIFICATE OF COMPLETION. After Agency has determined that Developer has completed the construction of the Project in accordance with the Final Plans and Developer's obligations under this DDA, Agency will furnish the Developer with the Certificate of Completion certifying such completion. Agency’s issuance of the Certificate of Completion shall be a conclusive determination of satisfaction and termination of the agre ements and covenants in this DDA with respect to the obligations of the Developer to construct the Project as of the Completion Date specified in the Schedules of Performances, subject to any qualifications or limitations stated in such certification. Age ncy shall prepare and execute the Certificate of Completion in a form suitable for recording in the Official Records of Sacramento County.

6.14.1. The Certificate of Completion shall not constitute evidence of compliance with any governmental requirements regarding the Project other than those of Agency or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance all or any part of the Project. The Certificate of Completion shall no t constitute evidence of compliance with or satisfaction of any provision of this DDA that is not related to construction of the Project.

6.14.2. If Agency fails to provide a Certificate of Completion within fifteen (15) days after written request by Developer, Agency shall, within an additional fifteen (15) days after a second written request by the Developer, provide the Developer with a written statement, indicating in adequate detail in what respects the Developer has failed to complete the Project in accorda nce with the provisions of this DDA, or is otherwise in default, and what measure or acts it will be necessary, in the opinion of Agency, for the Developer to take or perform in order to obtain such certification.

6.15. CONSTRUCTION PERIOD EXTENSION FEE. If after commencement of construction , Developer does not complete the construction of the Project on or before the completion date set forth in the Schedule of Performances , which is subject to the Expiration Date , Developer shall pay to Agency, monthly, in advance, on the first day of each month beginning the calendar month following said completion date, a construction period extension fee of Twen ty-Five Dollars and No Cents ($25.00) for each day by which the completion of construction is delayed beyond said completion date. Such construction period extension fee due for days of delay occurring prior to the first payment date shall be paid in arrears at the time of the first payment under this Section.

The number of days used in computation of the construction period extension fee shall be reduced

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by the number of days of Unavoidable Delay. Failure to pay such construction period extension fee when due is a material default of this DDA. Any unearned portion of an advance payment of any such extension fee sh all be refunded by Agency within thirty (30) days of completion of construction, or of termination of this DDA. Agency shall have the option to terminate, upon ten (10) days prior written notice, Developer's rights to such unpaid construction extension fee and to declare Developer in material default of this DDA. In any event, such construction extension fees shall not be accepted for a time period greater than six (6) months excluding any period of Unavoidable Delay, at which time Developer shall be deemed in material default of this DDA.

6.16. REPORTS. During the period of construction, the Developer shall submit to Agency a written report of the progress of the work as and when reasonably requested by Agency, but not more often than once each month.

6.17. NOTIFICATION OF CONTRACTORS, ARCHITECTS AND ENGINEERS. Developer shall assure notification of the Contractors, architects and engineers for the Project of the requirements of this DDA. Developer shall include, where applicable, the provisions of this DDA in construction contracts, subcontracts, materials and supplies contracts and services and consulting contracts for the Project, and Developer shall undertake the enforcement of such provisions.

6.18. PROPERTY CONDITION. Developer, at Developer's expense, shall conduct any Property investigation beyond those provided by Agency under this DDA and which Developer may consider necessary to determine the condition of the Property for the development of the Project.

As between Agency and Developer, Developer shall be solely responsible for the adequacy of such investigations. Except as provided in this DDA, if the condition of the Property is not in all respects entirely suitable for the use or uses to which the Property will be put, it is the sole responsibility and obligation of the Developer to take such reasonable actions as may be necessary to place the condition of the Property in a condition which is entirely suitable for its development in accordance with the construction plans and drawings approved by Agency. Agen cy shall not be responsible for removing any surface or subsurface obstructions, or structures of any kind on or under the Property.

6.19. ZONING OF THE PROPERTY. Agency exercises no authority with regard to zoning of the Property. Developer shall assure that zoning of the Property at the time of development shall be such as to permit the development and construction, use, operation and maintenance of the Project in accordance with the provisions of this DDA.

6.20. HAZARDOUS SUBSTANCES. Agency has obtained Phase I and Phase IIassessments, and has delivered them to Developer. In any event, Developer shall obtain such Hazardous Substances assessments as Developer deems reasonably necessary to assure the development of the Project in accordance with all applic able laws, rules and regulations; provided, however that such assessments are prepared by a qualified environmental specialist in accordance with nationally recognized standards to determine the existence of and to quantify the extent of Hazardous Substances on the Property. As between Agency and Developer, Developer shall be solely responsible for the adequacy of any Hazardous Substances investigations obtained by Developer.

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. If Hazardous Substances are known to be on the Property, Developer shall rem ediate such Hazardous Substances on the Property as and to the extent required by any federal, state or local agency having jurisdiction regarding Hazardous Substances standards or remediation and as may be necessary to avoid incurring liability or further liability under any federal, State and local law or regulation. If Hazardous Substances are discovered on the Property after conveyance to Developer and have not been released on the Property after conveyance to Developer, Developer shall remediate all Hazardous Substances on the Property as and to the extent required by any federal, state or local agency having jurisdiction regarding Hazardous Substances standards or remediation and as may be necessary to avoid incurring liability or further liability under any federal, State and local law or regulation.

6.20.1. If Hazardous Substances are discovered on the Property after conveyance to Developer and have not been released on the Property after conveyance to Developer, Developer shall remediate all Hazardous Subst ances on the Property as and to the extent required by any federal, state or local agency having jurisdiction regarding Hazardous Substances standards or remediation and as may be necessary to avoid incurring liability or further liability under any federal, State and local law or regulation. If Hazardous Substances are discovered on the Property after conveyance to Developer and have not been released on the Property after conveyance to Developer and the cost to remediate such Hazardous Substances is reasonably estimated to exceed One Hundred Thousand Dollars and No Cents ($100,000.00), Developer may elect to terminate this DDA, upon reconveyance of the Property to Agency and return of all monies and properties delivered pursuant to or in furtherance of this DDA.

6.21. DEVELOPER ACCESS TO PROPERTY. Prior to the conveyance of the Property by Agency to Developer, Agency shall permit representatives of Developer to have access, without charge, to the Property, at all reasonable times for the purpose of obtaining data and making various tests necessary to carry out Developer's obligations under this DDA; provided, however, that Developer shall not enter the Property except (a) after execution by Developer and Agency of Agency’s standard "Permit for Entry" and (b) after Developer has obtained insurance coverage then required by Agency. No work shall be performed on the Property until a “Notice of Nonresponsibility” has been recorded and posted in accordance with applicable laws, assuring that Agency interest in the Property shall not be subject to mechan ic's liens related to such work. Developer shall not commence any work on the Property without Agency's written approval of the work to be done, and in any event, Developer shall not commence any work which might be construed as commencement of the work of the Project for establishment of mechanic's lien rights.

7. DEVELOPMENT FINANCING. Except as specifically provided in this DDA, Developer shall be responsible for and shall pay all costs of developing the Project in accordance with this DDA. As a condition precedent to Agency’s conveyance of the site to Developer, Developer shall provide Agency with a complete and firm Project budget including all proposed sources and uses of funds, all "hard" and "soft" costs and contingencies and reflecting, as possible , firm bids or accepted contracts and with evidence of sufficient funds to meet all budget requirements. To the extent that funds specified in this DDA for the Project are insufficient to fully fund the Project, the Developer shall provide evidence, satisf actory to Agency, of the additional required construction and permanent financing. Except as expressly provided in this DDA, no party shall have the right of reimbursement for any funds expended by them for the Project, whether prior to execution of this

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DDA or otherwise. Agency is not obligated by this DDA or otherwise to make any contribution beyond its obligations stated in this DDA.

7.1. EVIDENCE OF AVAILABLE FUNDS. Unless otherwise approved by Agency, Developer's evidence of available funds, as required in the preceding section, must include only the following:
(a) Developer equity (as provided herein); (b) firm and binding loan commitments (as provided herein) from each Lender, in form and substance satisfactory to Agency; and (c) Agency contribution, i f any, as specified in this DDA. Within ten (10) days after Agency’s request, Developer shall provide all additional information requested by Agency for evaluation of the actual availability of funds included in such evidence, including without limitation , requests for clarification, further evidence or audited financial reports.

7.2. COMMITMENT AND LOAN REQUIREMENTS. As a material obligation under this DDA, Developer shall assure that the loan documents for the Project are consistent with the Lender's commitment approved by Agency and comply, in all respects, with this DDA. Agency may reject a loan commitment unless such commitment: (a) is subject only to Lender’s reasonable conditions of title and Developer’s execution of standard loan documents (copies of which have been previously provided to and approved by Agency); (b) contains only usual, customary, and commercially reasonable loan terms; (c) continues in effect until a time when financing is reasonably expected to be required; and (d) for construction financing, provides for a construction loan term not less than that specified in the Schedule of Performances for completion of construction and any additional time necessary to fulfill all conditions precedent to funding of permanent financing. Agency may also reject any commitment if it is based upon sources and uses of Project funds that are different from those approved by Agency for the Project. Agency may also reject any commitment that requires changes to the Project which conflict with this DDA, that require amendment of this DDA or that require Agency to enter into agreements with any Lender, guarantor, equity partner or any other third-party.

7.3. EVIDENCE OF DEVELOPER EQUITY. Unless otherwise agreed in writing by Agency, Developer may provide evidence of equity in the amount of Thirteen Million Six Hundred Dollars and No Cents ($13,600,000.00) by any one of the following actions: (a) deposit of the required equity in a joint account with Agency, which funds shall be released only upon the joint signatures of Agency and the Developer; (b) delivery to Agency of an unconditional, irrevocable letter of credit in the amount of the required equity, in form and substance as provided by Agency, which letter of credit shall provide that Agency may draw to fulfill any Developer obligation related to the development of the Project and necessary to assure its timely and proper completion; or (c) Developer's provision of financial statements prepared by a certified publ ic accountant which show liquid assets available to the Project (and not subject to other existing or contingent claims) in the amount of One Hundred and Fifty Percent (150%) of the amount of the required equity.

Developer shall not provide evidence of eq uity that includes funds not available at the commencement of construction or that claims as equity any funds to be generated by development of the Project, including without limitation, anticipated Developer profit or fees or Developer contribution of services to the Project. Agency, in its sole and absolute discretion, may reject any submitted evidence of equity if Agency has any reason to believe that such funds may not be available to the Project.

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8. INDEMNIFICATION FOR HAZARDOUS SUBSTANCES. Developer shall indemnify, protect and defend Agency, its officers, directors, council members and supervisors, employees, advisory committee members, and agents, and hold them harmless from any and all liability, costs, fees, fines, penalties and claims (including without limitation court, mediation or arbitration costs, attorneys’ fees, witnesses’ fees, and investigation fees) related to the existence of Hazardous Substances on the Property that were not on the Property prior to Agency’s transfer of possession of t he Property to Developer or that were related to the removal or discharge of Hazardous Substances by Developer, or its employees, agents or contractors, during Developer's remediation of the Property pursuant to this Section.

Agency shall indemnify, protect and defend Developer, its officers, directors, employees, and agents, and hold them harmless from any and all liability, costs, fees, penalties and claims (including without limitation court, mediation or arbitration costs, attorneys’ fees, witnesses’ fees, and investigation fees) related to Hazardous Substances discharged on the Property during Agency’s ownership of the Property or related to the removal or discharge of Hazardous Substances by Agency or its employees, agents or contractors.

This indemnification provision shall survive the termination of this DDA.

9. INDEMNIFICATION. Developer shall indemnify, protect, defend and hold harmless Agency, its officers, directors, commission members, employees, advisory committee members, and agents from any and all liability from any claims, bodily injury, death and property damage caused by or resulting from the acts or omissions of Developer, its officers, employees, agents or independent contractors and for any and all costs incurred by Agency arising from or in connection with such claims, including attorney's fees, except for injury, death or property damage caused by the negligent act or willful misconduct of Agency.

This indemnification provision shall survive the termination of this DDA.

10. COMMERCIAL GENERAL LIABILITY AND OTHER INSURANCE. With regard to this DDA, the Developer shall obtain and maintain for the life of the Regulatory Agreements, and require the Contractor and subcontractors for the Project to obtain and maintain for the term of the development of the Project, insurance in at least the amounts set forth below in this Section, subsections a though d. Such insurance coverage must list the Agency as an additional insured, and must be approved in writing by Agency prior to the Close of Escrow.

a. Commercial general liability insurance, in Insurance Services Office (ISO) policy form CG 00 01 or equivalent, with limits of liability not less than: $1,000,000 per occurrence, and $5,000,000 general aggregate, all per location of the project, such c overage to include contractual liability to include bodily injury, property damage and personal injury; b. Personal injury insurance with the employment exclusion deleted, unless the Agency gives prior written approval for the employment exclusion to remain in the policy; c. Commercial automobile liability insurance for any vehicle used for or in connection with the project, in an amount not less than $1,000,000 and approved in writing by Agency; and d. Workers’ compensation and all other insurance required under ap plicable law, in the amount required by applicable law or by Agency, whichever amount is greater.

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11. PROPERTY INSURANCE. Borrower shall procure and maintain property insurance and for the life of the Regulatory Agreement in a form and substance approved by Agency. 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 Agency's security for the DDA as may be required by Agency, governmental regulations, or any permanent lender. All such policies shall contain a standard mortgagee loss payable clause in favor of Agency. The insurance required shall be written with a deductible of not more than Twenty-Five Thousand Dollars ($25,000.00).

12. INSURANCE PROVISIONS. Each policy of insurance required under this DDA shall be obtained from a provider licensed to do business in California and having a current Best's Insurance Guide rating of A VII or better, which rating has been substantially the same or increasing fo r the last five (5) years, 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.

12.1.1. ADDITIONAL INSURED. Developer shall obtain a policy in ISO form CG 20 33 or better, naming Agency as additional insured under the Commercial General Liability Policy.

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

12.1.3. CERTIFIED POLICY COPY. Developer shall provide Agency with a certified copy of each required policy of insurance. Pending delivery of the certified policy, Developer shall provide Agency with a Certificate of Insurance for each policy on the applicable ACORD form.

The ACORD form shall not substitute for the policy. ACORD 25 -S “Cer tificate of Liability Insurance shall be used for liability insurance deleting the sentence in the top right -hand block immediately below the title (commencing with “This certificate is issued as a matter of information . . .) and in the bottom right -hand box above the authorized representative signature, deleting the words “endeavor to” and “but failure to do so shall impose not obligation or liability of any kind upon the insurer, its agents or representatives.”

12.1.4. CANCELLATION. Each policy shall bear an e ndorsement precluding cancellation or termination of the policy or reduction in coverage unless Agency has been given written notice of such intended action at least thirty (30) days prior to its effective date.

12.1.5. FAILURE TO MAINTAIN. If Developer fails to obtain or maintain, or cause to be obtained and maintained, any insurance required by this DDA, Agency shall have the right, but not the obligation, to purchase the insurance on Developer’s behalf, and Developer shall promptly

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reimburse the full cost of such insurance to Agency. If Developer fails to reimburse Agency for insurance, the amount of unpaid reimbursement shall bear interest at the maximum rate permissible under the law until paid. Failure to maintain the insurance required by this Section 10 shall be a default under this DDA (see Section 11.3, below).

12.1.6. BLANKET COVERAGE. Developer’s obligation to carry insurance as required under this Section 10 may be satisfied by coverage under a “blanket” policy or policies of insurance (as the term is customarily used in the insurance industry); provided, however, that Agency shall nevertheless be named as an additional insured under such blanket policy or policies to the extent required by this Section, the coverage afforded Agency will not be reduced or diminished thereby, and all of the other requirements of this Section with respect to such insurance shall otherwise be satisfied by such blanket policy.

13. DEFAULTS AND REMEDIES. Except as otherwise provided in this DDA, if either party defaults in its obligations under this DDA, the defaulting party shall immediately commence and diligently proceed to cure the default within thirty (30) days after written notice of default from the other party or, if reasonable, such longer time as is reasonably necessary to remedy such default if such default cannot reasonably be cured within thirty (30) days for reasons beyond the control of the defaulting party, provided that the defaulting party shall promptly begin and diligently pursue such cure to completion. If the defaulting party does not promptly begin and diligently cure the default within a reasonable time, the other party may institute proceedings to cure the default, including without limitation, proceedings to compel specific performance by the defaulting party. Subject to any extension of time permitted by this DDA, a failure or delay by a party to perform any term or provision of this DDA constitutes a default of this DDA. As a condition precedent to termination of this DDA under this Section, each par ty shall first tender the return of all property or funds received from or on behalf of the other party, other than funds properly retained as liquidated damages. After such return of property and funds and termination of this DDA, neither Agency nor Developer shall have any further rights against or liability to the other under this DDA except as expressly set forth in this DDA to the contrary.

13.1. REVESTING TITLE IN AGENCY. Notwithstanding any other provisions of this DDA and in addition to any other rights and remedies of Agency, after conveyance of any part of the Property to Developer and prior to issuance of a Certificate of Completion, if Developer defaults in its obligations related to the Project development, abandons or unreasonably suspends Project construction work, permits any unauthorized encumbrance or lien (including tax liens) and fails to discharge any such unauthorized lien or encumbrance, or permits any transfer of all or any part of the Property, then Agency shall have, for a period of ten years following the Effective Date, the right to re -enter and take possession of the Property, or any part of the Property conveyed to Developer, and to terminate and revest in Agency the estate so conveyed. It is the intent of this DDA that the conveyan ce of the Property to Developer shall be made upon, and that the Grant Deed shall contain, a condition subsequent to the effect that in the event of any default, failure, violation, or other action or inaction by the Developer specified in this Section, failure on the part of Developer to remedy, end, or abrogate such default, failure, violation, or other action or inaction, within the period and in the manner stated in this DDA, Agency at its option may declare a termination in favor of Agency of the title , and of all the rights and interest in the Property conveyed by the Grant Deed to Developer, and that such title and all rights and interests of

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Developer, and any assigns or successors in interest to and in the Property, shall revert to Agency.

Such condition subsequent and any such revesting of title in Agency shall always be subject to and limited by the lien or security interest authorized by this DDA, and any rights or interests provided in this DDA for the protection of the Lenders; and shall not apply to individual parts or parcels of the Property on which the Project have been completed in accordance with this DDA and for which a Certificate of Completion issued as provided in this DDA. Such condition subsequent shall conform to the provisions of Civil Code Sections 885.010 through 885.070.

13.2. RESALE OF REACQUIRED PROPERTY. Upon the revesting of title to the Property in accordance with Section 13.1, Agency shall use its best efforts to resell the Property, as soon and in such manner as Agency shall find feasible and consistent with the objectives of the Redevelopment Plan and the Community Redevelopment Law, to a qualified and responsible party, as determined by Agency, who will assume the obligation of completing the Project or such other improvements in their stead as shall be satisfactory to Agency. Upon such resale of the Property, the resale proceeds (a fter repayment of any liens and encumbrances which have previously been approved by Agency in writing) shall be applied as follows:

13.2.1. AGENCY REIMBURSEMENT. Upon such resale of the Property, the resale proceeds shall be paid first to Agency to reimburse Agency for all costs and expenses incurred by Agency, including legal costs, attorney's fees and salaries of personnel, in connection with the recapture, management, and resale of the Property (but less any net income derived by Agency from the Property after such revesting); all taxes, assessments, and water and sewer charges with respect to the Property, or in the event the Property is exempt from such taxation or assessment during Agency's ownership, an amount equal to such taxes, assessment, or charges (as determined by local assessing authorities) as would have been payable if the Property were not so exempt; any payments necessary to discharge any encumbrances or liens existing on the Property at the time of such revesting or to discharge or prevent any subsequent encumbrances or liens due to obligations, defaults, or acts of the Developer; any expenditures made or obligations incurred with respect to completion of the Project; and any amounts otherwise owing Agency by the Developer.

13.2.2. DEVELOPER REIMBURSEMENT. After payment to Agency of the sum specified herein, said proceeds shall be paid to Developer to reimburse Developer in an amount not to exceed: (1) the sum of the purchase price paid by Developer for the Property and the cash actually expended by it in actual construction of any of the Project, including without limitation fees and expenses paid to any governmental agency on account of the Project, mitigation or development fees, the costs and expenses of all third-party architects, engineers, or similar design professionals, hard and soft costs of construction expended in construction of the Project, and Lender’s interest, loan fees and other fees and charges on account of the loan; less (2) any gains or income withdrawn or made by it from this DDA or the Property and any amounts, including interest on loans, then due from Developer to Agency.

13.2.3. BALANCE TO AGENCY. Any balance remaining after such reimbursements shall be retained by Agency as its property.

13.3. LIQUIDATED DAMAGES. IF DEVELOPER FAILS TO C OMPLETE THE PURCHASE OF THE

PROPERTY AS PROVIDED IN THIS DDA BY REASON OF ANY DEFAULT OF DEVELOPER, SUBJECT TO ANY

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APPLICABLE NOTICE AND CURE PERIOD, AGENCY SHALL BE RELEASED FROM AGENCY'S OBLIGATION

TO SELL THE PROPERTY TO DEVELOPER, AND AGENCY MAY ALSO P ROCEED AGAINST DEVELOPER UPON ANY CLAIM OR RE MEDY THAT AGENCY MAY HAVE IN LA W. IF THE PROPERTY HAS BEEN

CONVEYED TO DEVELOPER, DEVELOPER HAS COMMITTED A DEFAULT SUFFICIENT FOR REVESTMENT OF THE PROPERTY UNDER SECTION 13.1, AND DEVELOPER HAS NOT VOLUNTARILY RECONVEYED THE

PROPERTY TO AGENCY, AGENCY MAY REVEST THE PROPERTY OR TAKE ANY AVAILABLE ACTION TO RECONVEY THE PROPERTY TO AGENCY. IN SUCH EVENT , AGENCY MAY ALSO PROCE ED AGAINST DEVELOPER UPON ANY CLAIM OR REMEDY THAT AGENCY MAY HAVE IN LAW OR EQUITY; PROVIDED,

HOWEVER, THAT, BY INITIALING THIS SECTION, DEVELOPER AND AGENCY AGREE THAT IN THE EVENT THAT DEVELOPER FAILS TO PU RCHASE THE PROPERTY: (A) IT WOULD BE IMPRACTI CAL OR

EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGE S RELATED TO THE FAI LURE TO PURCHASE THE PROPERTY; (B) AN AMOUNT EQUAL TO $500 SHALL CONSTITUTE LIQUIDATED DAMAGES PAYABLE TO AGENCY ON ACCOUNT OF THE FAILURE TO PURCH ASE THE PROPERTY; (C) THE PAYMENT OF THE

LIQUIDATED DAMAGES T O AGENCY SHALL CONSTITU TE THE EXCLUSIVE REM EDY OF AGENCY FOR THE FAILURE OF DEVELOPER TO PURCHASE THE PROPERTY; (D) AGENCY MAY RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES; AND (E) PAYMENT OF THOSE SUMS TO AGENCY 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 CONS TITUTE LIQUIDATED DA MAGES TO AGENCY PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE.

________ Developer’s Initials ________ Agency’s Initials

13.4. OTHER RIGHTS AND REMEDIES. Upon the occurrence of any default not subject to the preceding liquidated damages provision, and the expiration of any applicable notice and cure period without a cure having occurred within the specified cure period, the non -defaulting party shall have the right to institute such actions as it may deem desirable to remedy a default of this DDA as allowed under this DDA, at law or in equity.

13.5. NONLIABILITY OF AGENCY OFFICIALS AND EMPLOYEES. No member, official or employee of Agency shall be personally liable under this DDA to Developer, or any successor in interest, in the event of any default or breach by Agency or for any amount which may become due to Developer or its successors, or on any obligations under the terms of this DDA.

13.6. FEES AND COSTS ARISING FROM DISPUTE. If an action is commenced between the parties, the prevailing party in that action shall be entitled to recover from the nonprevailing party all reasonable attorney fees and costs, witness fees, arbitrator’s fees, and court and arbitration costs. "Prevailing party" shall include without limitation a party who dismisses an action in exchange for sums allegedly due; the party who receives performance from the other party for an alleged breach of contract or a desired remedy where the performance is substantially equal to the relief sought in an action; the party who receives any award for relief through arbitration; or the party determined to be the prevailing party by a court of law.

14. ENCUMBRANCE OF PROPERTY AND LENDER PROTECTIONS. Before issuance of a Certificate of Completion, if Developer has obtained Agency’s prior written approval, which approval Agency may withhold in exercise of its reasonable discretion and in consideration of the commercially reasonable protection of its interests under this DDA, the Developer may obtain a

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loan and encumber the Property as security for the loan, provided either that the proceeds of the loan are used solely for construction of the Project improvements upon usual and customary and commercially reasonable terms or that the loan is permanent project financing made upon usual and customary and commercially reasonable terms. Each lender shall be a federal or state chartered financial institution, a pension fund, an insurance company or such other lender which Agency may approve in writing in advance. After issuance of a Certificate of Completion, Agency shall have no rights of approval regarding financing secured by the Property. As a condition to Agency’s approval of a loan, Developer shall provide Agency with a conformed copy of all documents related to the loan. Agency acknowledges that a Lender will rely upon this DDA in making the loan and that Agency’s obliga tions under this DDA are inducements to Lender’s making of the loan.

14.1. NOTICES. If Agency gives any notice of default to Developer under this DDA, Agency shall contemporaneously give a copy of such notice to each Lender who has requested such notice in the following form of request for notice at the address stated in such request for notice. Any such default notice that is not so delivered to Lender shall not be effective or binding with regard to Lender or otherwise affect Lender, but failure to deliver such default notice to Lender shall not affect its validity with respect to Developer. Lender shall use the following form for requesting notice:

[Date]
[Address]

The undersigned, whose address for notices is stated immediately below its signature, does hereby certify that it is the Lender as such term is defined in that certain Disposition and Development Agreement dated _______ between the Housing Authority of the City of Sacramento and Eden Housing California a California limited liability company (“DDA”). Lender requests, in accordance with this DDA, that if any default notice shall be given to Developer under this DDA, a copy of such default notice shall be given to Lender. [Lender Name and Address for Notice]

14.2. ASSIGNMENTS AND TRANSFERS OF THE LOAN. Agency shall not be bound to recognize any assignment of Lender’s loan or related encumbrance of the Property and such assignment of Lender’s loan shall be void ab initio unless and until Lender has given Agency written notice of the name and address of the assignee (and if more than one person is an assignee, the designated name and address for notices) and such assignee qualifies as a Lender under this DDA. Thereafter, such assignee shall be considered a Lender with respect to the loan and the rela ted encumbrance on the Property.

14.3. LENDER NOT OBLIGATED TO CONSTRUCT. Notwithstanding any of the provisions of this DDA, Lender shall not be obligated by the provisions of this DDA to construct or complete the Project. Nothing in this Section or any other provision of this DDA shall be construed to permit or authorize Lender to devote the Property to any uses, or to construct any improvements on the Property, other than those uses or improvements provided or permitted in this DDA.

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14.4. LENDER'S OPTION TO CURE DEFAULTS. After any default of Developer's obligations under this DDA, each Lender shall have the right, at its option, to cure or remedy such default, within the time for cure allowed to Developer, and to add the cost of such cure to the debt and the lien secured by the Property. Agency shall accept such performance as if it had been performed by Developer; provided, however, that such Lender shall not be subrogated to the rights of Agency by undertaking such performance. If the breach or default relate s to construction of the Project, however, Lender shall not undertake or continue the construction of the Project (beyond the extent necessary to conserve or protect Project or construction already made) unless Lender assumes, in writing satisfactory to Agency, Developer's obligations to complete the Project on the Property in the manner provided in this DDA. Any Lender who properly completes the Project as provided in this DDA shall be entitled, upon written request made to Agency, to a Certificate of Com pletion from Agency in a manner provided in this DDA. Such certification shall mean that any remedies or rights with respect to the Property that Agency may have because of Developer's failure to cure any default with respect to the construction of the Project on other parts of the Property, or because of any other default of this DDA by the Developer shall not apply to the part of the Property to which such Certification relates. Nothing in this Section shall be deemed to limit, modify or release any claim or remedy that Agency may have against the Developer for such default.

14.5. DEFAULT BY DEVELOPER. In the event of a default by Developer, Agency shall not terminate this DDA unless and until Agency has given notice to Lender of such default, and Lender has failed to cure such default.

14.5.1. If such default cannot practicably be cured by the Lender without taking possession of the Property, then the Schedule of Performances (and, therefore, Agency’s right to terminate this DDA) shall be tolled if and so long as, all of the following are true: (a) Lender has delivered to Agency, prior to the date on which Agency is entitled to give notice of termination of this DDA, a written instrument satisfactory to Agency in which Lender or its designee unconditionally agrees that it will commence the cure of such default immediately upon Lender or its designee taking possession of the Property and will thereafter diligently pursue such cure to completion; provided, however, that neither the Lender nor its designee shall be obligated to pay damages to Agency on account of such default, except to the extent of any monies due and unpaid from Developer; (b) Lender or its designee has rights to obtain possession of the Property (including possession by receiver) through foreclosure, deed in lieu of foreclosure or otherwise, and Lender or its designee promptly commences and diligently proceeds to obtain possession of the Property; (c) if Lender is prevented by court action or by any statutory stay from prosecuting foreclosure proceedin gs, that Lender is diligently seeking relief from such action or stay; and (d) upon receiving possession of the Property, Lender or its designee promptly commences and diligently proceeds to cure such default in accordance with this DDA.

14.5.2. From and after th e cure of such Developer default, Lender or its designee is not required to obtain possession or to continue in possession of the Property. Nothing in this Section shall preclude Agency from exercising any of its rights or remedies with respect to Develop er during any period of such forbearance.

14.6. FORECLOSURE. Foreclosure of any encumbrance securing the loan of Lender, or any sale under such encumbrance, whether by judicial proceedings or by virtue of any power contained

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in such encumbrance, or any conveyance of the Property from the Developer to the Lender or its designee through, or in lieu of, foreclosure or other appropriate proceedings in the nature of foreclosure, shall not require the consent of Agency. Upon such foreclosure, sale or conveyance, Agency shall recognize the resulting purchaser or other transferee as the Developer under this DDA, provided that such purchaser or transferee expressly assumes each and every obligation of the Developer under this DDA (except for the obligation to pay damage s except to the extent of any monies due and unpaid from Developer under this DDA) by assumption agreement satisfactory to Agency. If any Lender or its designee acquires Developer’s right, title and interest under this DDA as a result of a judicial or non judicial foreclosure under any power contained in such encumbrance, or any conveyance of the Property from the Developer to the Lender or its designee through, or in lieu of, foreclosure or other appropriate proceedings in the nature of foreclosure, such Lender or its designee shall have the right to assign or transfer Developer’s right, title and interest under this DDA to an assignee; provided, however, that the assignee or transferee shall thereafter be subject to all of the terms and conditions of this DDA.

14.7. MODIFICATIONS. No modification or amendment to this DDA which materially and adversely affects the Lender’s interest in the Property shall be valid and effective unless the Lender’s written consent to such modification or amendment has first been ob tained, which consent shall not be unreasonably withheld.

14.8. FURTHER ASSURANCES TO LENDERS. Agency and Developer shall in good faith consider making such reasonable modifications to this DDA and executing such further instruments and agreements between them as a Lender may reasonably request, provided such modifications, instruments and agreements do not materially, adversely affect any party's expectations or benefit, rights or obligations under this DDA and provided such modifications, instruments, and agreements serve a material economic purpose.

14.9. ESTOPPEL CERTIFICATE. Any party may, at any time, request in writing of any other party to certify in writing that, to the knowledge of the certifying party, (i) this DDA is in full force and effect and a binding obligation of the parties; (ii) this DDA has not been amended or modified, or, if so amended, identifying the amendments; and (iii) the requesting party is not in default in the performance of its obligations under this DDA, or, if in default, describing the nature and extent of any such defaults. A party receiving such a request shall execute and return such certificate to the requesting party, or give a detailed written response explaining why it will not do so, within ten (10) days following its receipt. Agency’s designee shall be authorized to execute any such certificate requested by Developer from Agency.

14.10. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER. In reliance on the financial capability and experience of Developer, substantial public fin ancing and other public aids have been made available by law and by the federal and local governments to make development of the Property possible. Developer shall not, prior to issuance of a Certificate of Completion, assign Developer's interests or obligations under this DDA or undertake any act or transaction resulting in a significant change in the interests of the principals of Developer or the degree of their control of Developer without the prior written consent of Agency. Any assignment or other s uch prohibited act or transaction taken by Developer shall be void ab initio. The transfer or assignment, pursuant to this Section, requires the transferee or assignee to execute and deliver to Agency a

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valid, binding, written assumption of all obligations of Developer. Such a transfer as permitted in this Section shall not relieve Developer, or any other party bound in any way by this DDA, from any of its obligations under this DDA. With respect to this provision, the Developer and the parties signing t his DDA on behalf of the Developer represent that they have the authority of all of Developer’s principals to agree to and bind them to this provision.

15. CONCURRENT AGREEMENTS. The following agreements are to be executed and delivered to each party at Close of Escrow:

15.1. LOAN AGREEMENT. The Funding Agreement governing the Seller Carryback Land Loan.

15.2. PROMISSORY NOTE. The promissory note evidencing the Seller Carryback Land Loan.

16. DOCUMENT INTERPRETATION. This DDA shall be interpreted in accordance with the following rules.

16.1. ENTIRE DDA; SEVERABILITY. This DDA integrates all of the terms and conditions related or incidental to its subject matter, and supersedes all negotiations or previous agreements between the parties with respect to its subject matter. If any term or provision of this DDA shall, to any extent, be held invalid or unenforceable, the remainder of this DDA shall not be affected; provided that the intent of this DDA may then be reasonably fulfilled.

16.2. WAIVERS AND AMENDMENTS. All waivers of the provisions of this DDA must be in writing and signed by Agency or Developer, as applicable, and all amendments to this DDA must be in writing and signed by Agency and Developer. Any delay by Agency in asserting any rights in this DDA shall not operate as a waiver of such rights or to deprive Agency of or limit such rights in any way. Any waiver in fact made by Agency with respect to any specific default of this DDA by Developer shall not be considered as a waiver of the rights of Agency with respect to any other defaults of this DDA by Developer or with respect to the particular default except to the extent specifically waived in writing.

16.3. CAPTIONS, GENDER AND NUMBER. The section headings, captions and arrangement of this DDA are for the convenience of the parties to this DDA. The section headings, captions and arrangement of this instrument do not in any way affect, limit, amplify or modify the terms and provisions of this DDA. The singular form sha ll include plural, and vice versa, and gender references shall be construed to include all genders.

16.4. DRAFTER. This DDA shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references to sections are to this DDA. All exhibits referred to in this DDA are attached to it and incorporated in it by this reference.

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16.5. NO MERGER. All of the terms, provisions, representations, warranties, and covenants of the parties under this DDA shall survive the Close of Escrow and shall not be merged in the Grant Deed or other documents.

16.6. TIME FOR PERFORMANCE. In determining time for performance, it shall be construed that Agency and Developer shall each do the actions requir ed of them, promptly and when specified in this DDA, and that each action specified in the Schedule of Performances shall be performed by the responsible party on or before the date scheduled for its completion.

16.7. GOVERNING LAW. This DDA shall be governed and construed in accordance with California law.

16.8. NO JOINT VENTURE, PARTNERSHIP, OR OTHER RELATIONSHIP. Nothing contained in this DDA or in any other document executed in connection with this DDA shall be construed as creating a joint venture or partnership between Agency and Developer. Each Party is acting as an independent entity and not as an agent of the other in any respect. No relationship exists as between Agency and Developer other than that of a governmental entity regulating the development of private property, and the owner of such private property.

16.9. NO THIRD PARTIES BENEFITED. This DDA 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 any property, benefits or funds at any time on deposit in the Construction Account or the Impound Account, if established.

16.10. INSPECTION OF BOOKS AND RECORDS. Agency has the right, at all reasonable times, to inspect the books an d records of Developer regarding the Property as reasonably necessary to carry out its purposes under this DDA.

16.11. OWNERSHIP OF DATA. If this DDA is terminated, for any reason, prior to the completion of the Project, Developer shall deliver to Agency any and all data acquired for development of the Property. Agency shall have full ownership and rights to use such data.

16.12. NOTICES. All notices to be given under this DDA shall be in writing and sent to the following addresses by one or more of the following methods:

16.12.1. Addresses for notices are as follows:

a) Agency: Housing Authority of the City of Sacramento, 801 12th Street, Sacramento, California 95814, Attention: Portfolio Management.

b) Developer: Donner Field Senior, L.P. , [22645 Grand Street, Hayward, CA 94541 , Attention: Andrea Osgood

16.12.2. Notices may be delivered by one of the following methods:

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a) 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;

b) 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;

c) 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

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

16.13. SUCCESSORS. This DDA shall inure to the benefit of and shall be binding upon the parties to this DDA and their respective successors, and assigns.

17. DEFINITIONS. The following definitions shall apply for the purposes of this DDA:

17.1. “Agency” is the Housing Authority of the City of Sacramento. Agency is a public body, corporate and politic, exercising governmental functions and powers, and organ ized and existing under the Housing Authority Law of the State of California. The principal office of Agency is located at 801 12th Street, Sacramento, California 95814. Agency as used in this DDA includes the Housing Authority of the City of Sacramento and any assignee of or successor to its rights, powers and responsibilities. The Sacramento Housing and Redevelopment Agency is a joint powers agency which provides staffing for the operation of Agency.

17.2. “Art in Public Places Program” is the commonly used name for the program implementing Agency's Aesthetic Improvement Policy. Aesthetic Improvement Policy is Agency's policy for the creation and display of artwork in public areas. The policy was adopted by Agency Resolution Number 2865, October 16, 1979. The policy as implemented is known as the Art in Public Places Program.

17.3. “Certificate of Completion” is the certificate issued by Agency certifying Developer's completion of the Project and termination of the revestment provisions.

17.4. “City” is the City of Sacramento in the State of California.

17.5. "Close of Escrow" is the time for the close of the Escrow as provided in the Escrow Instructions, established for the construction loan closing.

17.6. “Contractor” is the contractor or contractors with whom Developer has contracted for the construction of the Project.

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17.7. “Completion Date” is the date for completion of construction of the Project to the satisfaction of Agency, which date shall be not sooner than the issuance of a certificate of occupancy for the entire Project. The Completion Date is stated in the Schedule of Performances.

17.8. “DDA” is this Disposition and Development Agreement including the attachments to this DDA consisting of the exhibits named in and attached to this DDA, the Preliminary Plans the Final Plans and any other item expressly incorporated in this DDA, all of which are incorporated in this DDA as if included in full as provisions in the body of this DDA. A default of any of the items incorporated in this DDA by reference is a default of this DDA.

17.9. “Developer” is Donner Field Senior, L.P. The principal office of the Developer is located at 22645 Grand Street, Hayward, CA 94541. The principal of Developer is Andrea Osgood.

17.10. “Escrow” is the escrow for the transfer of the Property and for all requirements related to the transfer. The Title Company is the holder of the Escrow.

17.11. "Escrow Instructions" are the escrow instructions for the close of the Escrow for this DDA.

17.12. “Final Plans” are the full and final plans, drawings and specifications for the Project as described in, and approved by Agency under this DDA. The Final Plans include all construction plans, drawings, specifications and other documents required to obtain all required building permits for the construction of the Project. The Final Plans may refer, as the context may indicate, to partial Final Plans prepared and submitted in accordance with this DDA. The Final Plans shall incorporate all applicable mitigation measures which may be requi red for compliance with approvals under the California Environmental Quality Act (commencing at Public Resources Code Section 21000), the National Environmental Policy Act (commencing at United States Code Title 42, Section 4321), and the rules and regulat ions promulgated under such acts. The Final Plans shall specifically include changes or corrections of the Final Plans approved as provided in this DDA. The Final Plans shall include all landscaping, on- and off-site work and artwork related to the Project. Except as approved by Agency, the Final Plans shall conform in all material respects to all provisions of this DDA.

17.13. “Funding Agreement” is the document that states the terms of the Seller Carryback Land Loan.

17.14. “Grant Deed” is the grant deed for the transfer of the Property to Developer under this DDA. The Grant Deed contains covenants that run with the land, easements and a reverter provision.

17.15. “Hazardous Substances” as used in this DDA shall include, without limitation to, all substances, wastes and materials designated or defined as hazardous or toxic pursuant to any of the following statutes, as they may be amended or superseded, from time to time: the Clean Water Act (33 U.S.C. 1321 et. seq.); the Comprehe nsive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.); the Resource Conservation and Recovery Act (42

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U.S.C. 6901 et seq.); the United States Department of Transportation Hazardous Materials Table (49 CFR 172.101); the Environmental Protection Agency list of hazardous materials (40 CFR Part 302) and California Health and Safety Code Sections 25115, 25117, 25122.7, 25140 (Hazardous Waste Control Law), 25316 (Carpenter -Presley-Tanner Hazardous Substances Account Act), 25501 (Hazardous Materials Release Response Final Plans and Inventory) and 25281 (Underground Storage of Hazardous Substances); all applicable local regulations; and all rules and regulations promulgated pursuant to said laws.

17.16. “Lender” shall mean all hold ers of any lien or encumbrance as security for a loan on all or any part of the Property which loan is made in accordance with this DDA or otherwise approved by Agency in writing.

17.17. “Plans” are the Project designs and elevations, prepared by the Project a rchitect Mogavero Architectsand dated May 24, 2021 , a portion of which (consisting of various elevations) is attached to the staff report for approval of this DDA. Agency has approved the Plans concurrently with the approval of this DDA.

17.18. “Project” is the development of the Property as described in this DDA for the uses stated in this DDA. The Project includes all improvements rehabilitated and constructed on the Property in accordance with this DDA.

17.19. “Property” is the real property to be developed under this DDA by Developer, as more particularly described in the Property Description. The Property includes all improvements contained within the Property.

17.20. “Property Description” is the legal descripti on of the various parcels of real property affected by this DDA. The Property Description is attached as Exhibit 1: Property Description.

17.21. “Purchase Price” is the purchase price for the Property as set out in Section 3.

17.22. “Redevelopment Plan” is the redevelopment plan for the Project Area (as it may be amended from time to time)

17.23. “Regulatory Agreement” is the agreement, which sets out the certain provisions of this DDA that shall survive the completion of the Project.

17.24. “Schedule of Performances” is the schedule that establishes the dates by which obligations of the parties under this DDA must be performed and on which conditions must be satisfied. The Schedule of Performances is attached as Exhibit 2: Schedule of Performances.

17.25. “Scope of Development” is the detailed description of the construction parameters for the Project. The Scope of Development is attached as Exhibit 3: Scope of Development.

17.26. “Title Company” is the insurer of title under this DDA and the Escrow holder. The Title Company is Placer Title Company – Sacramento Commercial Division, 301 University Avenue, Suite 120, Sacramento, CA 95825[ ].

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

Unavoidable Delay shall include acts of God, acts of the public enemy, acts of the Federal Government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather (as for example, floods, tornadoes, or hurricanes) or delays of subcontractors due to such causes. In the event of the occurrence of any such enforced delay, the time or times for performance of such obligations of the parties shall be extended for the period of the enforced delay, as determined by Agency, provided that the party seeking the benefit of the provisions of this Section shall, within thirty (30) days after it has or should have knowledge of any such enforced delay, have first notified the other party, in writing, of the delay and its cause, and requested an extension for the period of the enforced delay.

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THE PARTIES H AVE EXECUTED THIS DDA in Sacramento, California, on the following dates, effective as of the date first written above.

DEVELOPER: DONNER FIELD SENIOR L.P., A

CALIFORNIA LIMITED PARTNERSHIP
BY: EDEN HOUSING, INC. OR RELATED
ENTITY

By: ________________________________
Andrea Osgood Chief Real Estate Officer

AGENCY: THE HOUSING AUTHORITY OF

THE CITY OF SACRAMENTO, A PUBLIC BODY,

CORPORATE AND POLITIC

By: ________________________________
La Shelle Dozier
Executive Director

Approved as to form:

_________________________
Agency Counsel

DDA Donner Field Senior Apartments Page 33

EXHIBIT 1

Property Description

The land described herein is situated in the State of California, County of Sacramento, City of Sacramento, described as follows: Parcel 3, as shown on the Parcel Map entitled "Lots 1-26 inclusive on the Plat of Tresch Tract-14 BM 58" filed in the office of the recorder of Sacramento County, California, on November 17, 1987, in Book 102 of Parcel Maps, Map No. 25.

APN: 014-0223-004-0000

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EXHIBIT 2

Schedule of Performances

This schedule shall be updated in a manner mutually agreed by the parties if tax credits are not awarded in the and the Expiration Date as defined in the DDA.

Milestone Schedule
Tax Credits Award 5/1/2024
Start of Construction 11/1/2024
Construction Completion 5/1/2026
Stabilized Occupancy 7/31/2026
Permanent Conversion 10/31/2026
Issuance of 8609s 4/31/2027

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EXHIBIT 3

Scope of Development
Exhibit 1 - Scope of Development

Donner Field Senior Apartments is a new construction development on approximately 1.23 acres located at 4501 9th Avenue. The development consists of 67 units comprised of 65 one - bathroom units and 2 two - bedroom units.

Inclusive of this unit mix, 1 unit will be exempt for management staff. The common areas and amenities include a community building with shared common space and laundry facilities.

Outdoor amenities include community barbeque grills and a bocce ball court.

All work shall comply with Federal and State Americans with Disability Act (ADA) accessibility requirements, as well as any other requirements stipulated by the funding sources. When there are differences, the stricter shall prevail.

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.

I. Mitigation Measures:

A Phase I Environmental Site Assessment Report was completed by GeoCon Consultants in July 2022 and no further environmental reports were recommended and no mitigation strategies were called for.

An existing sewer line and easement that services this project site and an adjacent property (the School site) will need to be relocated. In order to facilitate this relocation, an amendment to the easement with the adjacent property owner will be required and a portion of the easement will be abandoned once the relocation of the utility has completed.

II. Mitigation Monitoring Plan:

Sewer: According to our Civil Engineer, best way to relocate the existing sewer/storm pipe that serves parcels 1 and 2 would be to route north within the new drive aisle then install a new main within 8th Street to 45 th Street (see diagram below).

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III. Building Exteriors:

1. Asphalt Pavements: The development will include approximately 24 onsite uncovered surface parking spaces and 24 tuck-under parking space with 3-6 equipped for EV changing. There will be four (4) ADA parking spaces.

2. Balconies and Patios: Ten (10) ground floor apartments will have patios and there will be no upper floor balconies, however there are planned 1-2 shared balconies near the elevators on the 2nd and 3rd floors.

3. Site Lighting: The site will be lit with Title 24 compliant wall packs, pole lights and other luminaires for all parking and outside public spaces, and will be of LED or similarly energy efficient type.

4. Non-Smoking: The Project will be 100% non-smoking except for the designated smoking area located next to the parking lot in the northeast corner of the site.

5. Landscaping and Courtyard: Landscaping is designed with drought tolerant plants and trees. Trees will be planted along the parking lot to meet City shading requirements.

The U-shaped building surrounds an at grade, landscaped courtyard with a BBQ and picnic area, community garden, and a covered mailbox center. The Landscape Plan dated was approved by the City as part of the project entitlements. All landscaped areas will be served by a programmable automated irrigation system. Any modifications to the Lender-approved Landscape Plan require Lender’s written approval prior to implementation of changes.

6. Picnic Area: Barbeque and seating areas will be provided.

7. Swimming Pool: There will be no swimming pool on the property.

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8. Play Area: The play area will have one Bocce Ball court. There will be no school age or toddler play structures located on the grounds as this is a senior apartment community.

9. Community Garden: The center courtyard of the site will have a resident raised bed garden area.

10. Exercise Path: There will be no site exercise path.

11. Mailboxes: New mailboxes will be installed in a covered area across from the elevators just off the courtyard.

12. Site Fencing: The sliding auto entry gate for the site is on 8 th and 9th Avenue through the only entry drive. The hours of gate access are yet to be determined and is pending full consultation with the fire department. The site will be gated and closed after business hours.

Residents and employees of the community will have remote access to open the gate and park inside. Exit only may be institut ed (pending full consultation with the fire department) on 8 th Avenue. Pedestrian access to the site is through a person - gate and call box along the sidewalk on 45 th Street. A call box and gate are located just outside the community building along 45 th Street. Perimeter site fencing is a combination of half - height wood and tubular steel. The property line between the Fortune School and the property shall have a contiguous 6’ wrought iron tubular metal fence.

13. Stormwater: The development will meet storm water requirements through use of on- site storm water detention and/or bioswales along the project perimeter.

14. Roof: Buildings are planned with low sloped roofs and extended eaves in order to provide maximum lineal space for solar PV panels, weather protection and mechanical equipment. Buildings include cool roofs, planned to passively counteract the warm conditions of Sacramento County. The material on the roof will be single ply.

15. Siding: The building skin will be painted cement fiber board siding.

16. Offsite Improvements: Public offsite improvements consist of street frontage improvements along 9th Avenue, 8th Avenue and 45 th Street, including new sidewalks (as required by the City), curbs, gutters, landscaping, and lighting.

IV. Building Interiors

1. Americans with Disabilities Act (ADA) Units: There will be ten (10) units, 15% of the units, accessible with mobility features, and an additional seven (7) units, 10% of the units, will include communications features for persons with hearing or vision impairment. The remainder of the units will be designed to be adaptable.

2. Non-Smoking: The Project will have 100% non-smoking units.

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

DDA Donner Field Senior Apartments Page 38

requirements.

4. Appliances: All apartment kitchens will have brand new Energy Star rated appliances including, refrigerator with freezer combination, electric stove and range, dishwasher and garbage disposal.

5. Bathtubs and Toilets: All apartments will have a bathtub/shower combination.

Restrooms will have water efficient 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, keyed latch assemblies, viewers, and screws in strike plates long enough to penetrate the door jamb framing by at least one inch. The dwelling entry door hardware shall have single action hardware to release deadbolt and latch assembly. All doors will meet current egress standards.

7. Cabinets, Counters and Sinks: All apartment kitchens will have modular 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 all wood vanity, and solid surface cultured marble vanity top with integral sink. All cabinetry face frames, doors and drawer faces will be solid hardwood.

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. The Borrower is responsible for providing an Operating Procedure Outline Sheet (OPOS) for window washing systems where applicable, per Cal -OSHA requirements. All windows will meet current egress standards.

10. Blinds: Vertical or horizontal blinds will be provided in all apartment windows and sliding glass doors.

11. Electrical and Lighting: All apartments will have high efficiency lighting, ceiling fans, exhaust fans vented to the exterior and bathroom humidistat fans. Air conditioning and 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 will not be mounted on the exterior of the buildings. The project and all units will be wired for broadband infrastructure that complies with 24 CFR 5.100.

12. Flooring: All dwelling unit kitchens shall contain luxury vinyl plank (LVP) flooring.

Bathrooms must be floored with LVP, sheet vinyl or ceramic tile to provide a cleanable, impervious surface. Bedrooms, hallways, and living and dining rooms may be floored with carpeting, LVP or hardwood. Wear layer of LVP shall be at least 12 mils inside dwelling units. Tenant unit entries shall be floored with LVP or ceramic tile. In common areas, corridors may be floored with LVP, glue-down carpeting, or carpet tiles.

Community rooms and kitchens shall be floored with LVP. Wear layer of LVP in

DDA Donner Field Senior Apartments Page 39

common/commercial areas shall be a minimum of 20 mils thick. Carpet shall meet or exceed the minimum standards as set by HUD’s UM-44D bulletin.

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

V. Community Amenities

1. Community Building: The furnished community building will consist of management offices meeting areas, lobby areas, sitting areas, restrooms and fitness room will have easy to maintain flooring (to be selected at a later date), energy efficient lighting and HVAC systems. The square footages of individual areas will be further defined as the design process continues but the resident services/community space will be a minimum of 1,200 square feet, not including restrooms, leasing offices, laundry facilities, and lobbies. These spaces will be ADA compliant.

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

3. Community Restrooms: The two community restrooms in the community building will be ADA compliant, have low-flow bathroom fixtures, sink, solid surface countertop, and bathroom accessories.

4. Community Room Kitchen: The community room kitchen will be ADA compliant and include all plywood construction cabinets with solid hardwood faces, solid surface countertop, and flooring that will be determined as the design process continues. 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.

5. Elevator: Two hydraulic elevators will be installed. The elevator floor surface area will be a minimum of 28 square feet.

6. Hallways and Stairs (open corridor style): Residential hallways and stairs will be of Pli-Deck or equal (hallways) and pre -cast concrete (staiways). Stairs will be located on the wing elevations to encourage use for those that can forgo the elevator. Stairs will have non-slip concrete treads, landings and closed risers. All hallway floorings will be exterior finish due to open corridor design. The first floor hallway s will be a broom finished concrete to minimize slipperiness in inclement weather.

7. HVAC & Plumbing Systems: Each apartment will have its own air conditioning and 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. A gas-fired central boiler will provide hot water for the development. Bathroom exhaust fans will be humidistat controlled.

8. Laundry Facility: The laundry room (or rooms) will accommodate no less than a total of seven (7) washers and seven (7) dryers, which will include one set of ADA accessible laundry machines. The location of this room (or rooms) will be determined as the design process continues.

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9. 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.

10. Trash Room: One trash chute and one recycle chute will be located on each 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.

11. Recycle: One recycle chute will be located on each floor, emptying into the ground floor trash and recycle “discharge” room.

12. Bicycle parking: Long-term and short-term bicycle parking will be provided – taking into account this senior project will be allowed a 50% reduction under current zoning regulations. Long-term bicycle parking will be provided adjacent to the parking on the ground floor and short-term bicycle parking will be provided on the exterior of the building centrally located near the community building front door.

13. Security Cameras: Interior and exterior web-based security cameras will be installed throughout the community. 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.

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Attachment 1: Lender’s Minimum Construction Standards
This attachment is from Exhibit 2 from the Lender’s Multifamily Lending and Mortgage Revenue Bond Policies.

RENTAL PROPERTY MINIMUM CONSTRUCTION STANDARDS
The following is a list of the required minimum construction standards that must be incorporated into projects participating in SHRA’s Multifamily Financing and/or Mortgage Revenue Bond programs. All rental units and sites associated with these projects must meet or exceed these standards. Exceptions to these standards may be made for properties subject to U.S. Department of Housing and Urban Development replacement reserve requirements that allow for renovation over time rather than at recapitalization (e.g., Rental Assistance Demonstration conversions for conventional public housing).

Note: For rehabilitation projects, all of the following standards shall apply. The non- rehabilitation sections below shall apply to new construction projects.

Useful Life Expectancy – Rehabilitation only
SHRA shall reference the current edition of FannieMae’s “Instructions for Performing a Multifamily Property Condition Assessment, Appendix F. Estimated Useful Life Tables” in determining the useful life for all building components and systems located within the project. A remaining useful life of 15 years or more is required for all building components and systems located within the approved complex. All items on the FannieMae tables with useful lives indicated to be less than 15 years shall be replaced.

General Requirements
A. All materials funded under this loan must be new unless previously approved. Recycled items must be approved in writing by SHRA prior to their use.

B. All work shall comply with Federal and State ADA accessibility requirements, as well as any other requirements stipulated by the funding source(s). When there are differences the stricter of the two shall apply. The developer 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.

C. All units shall be approved for occupancy by the local Building Department or any other Agency Having Jurisdiction (AHJ) at the conclusion of the work and prior to occupancy.

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

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

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F. The developer’s architect is responsible for providing an Operating Procedure Outline Sheet (OPOS) for window washing systems where applicable, per Cal-OSHA requirements.

G. SHRA encourages the use of energy and water-efficient systems wherever they may be incorporated into the project.

General Requirements – Rehabilitation only
A. Any component of the project which does or may present a health or safety hazard to the public or tenants shall be corrected to the satisfaction of the local Building Department or AHJ.

B. A clear pest inspection report will be required at the conclusion of the construction work for rehabilitation projects.

C. For all structures where disturbance of any hazardous materials (e.g. lead, asbestos, mold, etc.) will occur, a clearance report from an environmental consultant is required.

D. Projects deemed historically significant landmark by either the City of Sacramento or the National Register of Historic Places shall consult with the State Historic Preservation Officer (SHPO), and shall conform to the Secretary of the Interior Standards for the Treatment of Historic Properties.

Site Work
A. Trees and large shrubs must be trimmed, grass areas must be mowed, and all planter areas must be weed-free. The landscape design shall incorporate a sustainable design appropriate for the Sacramento Valley. Vegetation that assists in minimizing crime and enhances public safety is preferred. Trees compromising building envelope materials (roofing, siding, windows, etc.) and/or structural integrity (including foundations) must be removed. An arborist shall be consulted for an opinion on trees prior to major branch trimming, root cutting or tree removal. All trees, bushes and other plants that are to be removed shall have the root ball removed by grinding or by mechanical means. A landscape plan describing the above must be provided to SHRA for approval.

B. All landscaped areas must be served by a programmable automated irrigation system. The irrigation controller shall be a “Smart Controller” that senses rain to reduce water use.

Irrigation shall be designed to use bubblers and other water saving measures. Irrigation must not spray on building. Sprinklers should minimize overspray that runs to storm drain drop inlets. Areas that show evidence of erosion of soil shall be landscaped to eliminate problems.

The landscape plan must be approved by SHRA and applied.

C. For gated communities containing swinging vehicle gates, driveways shall be striped to show the area under the gate swings for safety purposes.

D. All projects shall contain trash enclosures with concrete aprons. Trash enclosures shall be made of cinder block or stucco. Trash enclosures shall be accessible to all tenants. Provisions for tenants with disabilities must be addressed in the project Scope of Development or the

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project plans.

E. All projects shall meet the parking requirements of the local Agency Having Jurisdiction (AHJ) over the project. "Grandfathered Projects" will need to show that they are in fact “Grandfathered” or otherwise exempted by the local AHJ. Otherwise, all projects shall meet the governing ADA requirements for parking.

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

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

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

I. For family projects of 50 or more units, a minimum of one school age-appropriate play structure is required. For family projects of 100 or more units, a minimum of one school age and one toddler-appropriate play structure is required.

Site Work – Rehabilitation only
A. All landscaping and irrigation systems must be in a well-maintained condition.

B. All fencing must be in good and serviceable condition. Existing fencing that is to remain shall be free of flaking paint, rust, or any other signs of failure. If existing fencing shows any signs of failure, it shall be repaired, painted and restored to look new. All chain link fencing must be removed and replaced with fencing of another approved material. All pedestrian gates hardware must be functional and in new or near-new condition. Access Control systems are required at exterior pedestrian gates.

C. All driveways and sidewalks must be in good condition. All cracked or uplifted areas (more than ¼”) shall be repaired or replaced.

D. The asphalt shall be in good condition, with no alligator cracking, longitudinal cracking, potholes, or standing water. Repairs to portions of parking lots not suitable for new coatings shall be performed by removing and replacing damaged paving. A new seal-coat or slurry- coat shall then be applied to the entire parking lot surface. Parking spaces shall be restriped, including ADA aisles and other applicable striping/painting.

E. All site accessories (bollards, benches, tables, play equipment, bike racks, mailboxes, shade structures, BBQs, sheds, etc.) shall be replaced or in good repair (cleaned, painted and/or re- coated).

Building Envelope and Moisture Protection – Rehabilitation only A. All areas exposed to moisture must be sealed and watertight. Buildings showing evidence of

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water intrusion shall have the areas inspected by a licensed architect/engineer or by a certified water intrusion expert. A water intrusion report shall be submitted to SHRA, and shall include the cause of the issue and a resolution to eradicate the water intrusion. If the inspection cannot be completed until the demolition phase of the project, the report shall describe a procedure to inspect the issue during demolition.

B. Roofing must have 15 years or more of remaining life with no visible signs of leakage. For roofs containing composition shingles, a maximum of two layers of shingles are allowed (including any proposed new layers). Provide evidence that the roof system has a 15-year life remaining on the manufacturer’s warranty.

C. All siding must have 15 years or more of remaining life. Hairline cracks in stucco must be sealed and painted with elastomeric paint. If requested by SHRA, a statement by a licensed architect and/or engineer that the existing siding contains at least 15 years of useful life remaining shall be provided.

D. Fireplaces must be clean and meet applicable air quality standards. Chimneys shall be clean and must be inspected by a certified chimney inspector for structural integrity. All recommended structural repairs shall be performed.

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

Windows designed to open must have functional locks and must operate freely without excessive effort. All windows must be dual-paned (minimum), and shall meet or exceed the State of California’s currently applicable efficiency standards, and any other efficiency standards that may be dictated by the funding source or other governing bodies for the project.

B. All doors must have matching hardware finishes.

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

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

E. All doors and windows must meet current egress standards.

Doors and Windows – Rehabilitation only
A. Any windows showing signs of condensation or leakage of any kind shall be replaced. SHRA allows window replacement using retrofit windows when those windows are installed by trained professionals following manufacturer’s specifications. Retrofit windows must have a similar useful life as “new, construction” (i.e., nail fin) windows.

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B. All doors and doorjambs must be in good condition. No damaged or worn doorjambs or doors are allowed. Doors and/or jambs beyond their useful life shall be replaced.

Casework
A. New cabinet boxes shall be made of plywood or solid wood. No particle board boxes will be allowed.

B. All counter tops shall be of solid surface or granite, and in very good condition with no significant scratches, burns or other imperfections.

C. Face frames, doors and drawer faces shall be solid hardwood. No plastic laminate finishes will be allowed.

Casework – Rehabilitation only
A. All cabinets shall be replaced or in very good condition, within their 15 year useful life, both structurally and in appearance.

Finishes
A. All dwelling unit kitchens shall contain luxury vinyl plank (LVP) flooring. Bathrooms must be floored with LVP, sheet vinyl or ceramic tile to provide a cleanable, impervious surface.

Bedrooms, hallways, and living and dining rooms may be floored with carpeting, LVP or hardwood. Wear layer of LVP shall be at least 12 mils inside dwelling units. Tenant unit entries shall be floored with LVP or ceramic tile.

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

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

C. Carpet shall meet or exceed the minimum standards as set by HUD’s UM-44D bulletin.

Finishes – Rehabilitation only
A. Floor coverings must be in good, useable condition - no holes, tears, rips, or stains.

B. All exterior and interior surfaces must be painted. No peeling, cracking, chipping, or otherwise failing paint will be allowed. All painted surfaces must be new, or in near new condition and appearance.

C. Acoustic (popcorn) ceiling texture must be removed and refinished with new texture to match wall texture.

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

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B. SRO projects are encouraged to provide the appliances listed above and will be reviewed and approved on a case-by-case basis.

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

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

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

B. Laundry facilities must, at a minimum, be consistent with CTCAC requirements of one washer and dryer for every ten dwelling units for family housing and one for every 15 units for senior and special needs projects. Ten percent of the total number of washer/dryers must be ADA-accessible machines (unless the ADA units contain their own laundry facilities).

Solid surface countertops will be required within laundry rooms and countertops shall meet all ADA requirements.

C. Public pool areas shall have self-closing gate(s). Fences and gates at pool areas shall meet applicable current codes and standards. Joints between coping and concrete deck shall be appropriately caulked. Existing pools shall have no cracks in plaster or tile grout joints. The Developer is responsible for ensuring pool and surroundings meet all applicable current codes and standards. If a project contains two or more pools, at least one must remain following rehabilitation.

Mechanical/Plumbing
A. Water heaters must be installed per current applicable codes.

B. All common areas and tenant units must have heating and air conditioning. Wall mount (i.e.

PTAC units) or central systems are acceptable. Evaporative coolers are not acceptable.

HVAC units should be protected from vandalism, pursuant to discretion of SHRA.

C. Toilets, showerheads, faucets, and mixing valves shall be new and meet current water conservation codes.

D. Tub surrounds must be one unbroken piece per wall and must be of solid surfaces (such as “Swanstone” or other solid acrylic materials, quartz composites), or other similar materials.

Fiberglass/acrylic surrounds are acceptable.

Mechanical/Plumbing – Rehabilitation only
A. All toilets, sinks, and tubs shall be chip and stain free.

Electrical

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A. All units must have smoke/carbon monoxide detectors installed per current code.

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

C. Broadband infrastructure meeting the requirements of 24 CFR 5.100* is required in all new construction projects of 4 or more units.

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

Electrical – Rehabilitation only
A. All electrical panels shall meet current code.

B. Any rehabilitation projects with un-grounded electrical systems shall be re-wired with grounded systems to meet current code.

C. For rehabilitation projects, switches, outlets and light fixtures shall be replaced with devices that meet current applicable codes.

D. Wiring mounted on the exterior of the surface may be allowed if it is concealed in conduit and conduit is painted to match exterior siding. For projects where exterior siding will be removed, this wiring shall be installed within walls, attic spaces, and/or crawl spaces.

Resident Services Community Space
All properties, regardless of project type (i.e. senior, family, or large family), must devote a minimum of 1,200 s.f. to actual resident services/community space. Resident services space includes common kitchens, computer rooms, meeting rooms and general gathering space. It does not include public restrooms, leasing offices, laundry facilities and lobbies. Common kitchens are required, including refrigerator, stove, garbage disposal, and dishwasher.

For existing buildings, these requirements shall apply unless SHRA deems there to be significant physical constraints.

End of Scope of Development.

DDA Donner Field Senior Apartments Page 48

Notary Acknowledgements
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Attachment 10
Donner Field Senior Apartments – Site Plan

Attachment 11
Donner Field Senior Apartments – Project Renderings

CONCEPTUAL VIEW OF NW CORNER LOOKING SOUTH

CONCEPTUAL VIEW OF INTERIOR COURTYARD LOOKING NORTH

Attachment 12
Addresses
Number of Units
Project Type
Acreage
Unit Mix and Rents 30% AMI 50% AMI Management Unit Total 1BR/1BA (PBV) 17 46 0 63
1BR/1BA 2 0 0 2
2BR/1BA 1 0 1 2
Total Units 20 46 1 67
Square Footage Unit Size (sq.ft.) Total (sq. ft.)
1BR/1BA 602 39,130
2BR/1BA 794 1,588
Common Areas 3,325 3,325
Total Gross 44,043
Resident Facilities
Permanent Sources Total Per Unit Per Square Foot
Federal Tax Credit Equity 23,250,000$ 347,015$ 527.89$ State Tax Credit Equity 2,604,118$ 38,867$ 59.13$ SHRA HOME Loan 6,000,000$ 89,552$ 136.23$ SHRA HOPWA Loan 1,000,000$ 14,925$ 22.71$ SHRA MHSA Loan 2,600,000$ 38,806$ 59.03$ SHRA Seller Carryback Loan 290,000$ 4,328$ 6.58$ City of Sacramento Loan 1,250,000$ 18,657$ 28.38$ Waived Impact Fees 500,000$ 7,463$ 11.35$ Deferred Developer Loan 906,420$ 13,529$ 20.58$ TOTAL SOURCES 38,900,539$ 567,076$ 883. 24$ Permanent Uses Total Per Unit Per Square Foot
Acquisition 290,000$ 4,328$ 6.58$ Construction Costs 25,145,643$ 375,308$ 570.93$ Architecture & Engineering 1,615,000$ 24,104$ 36.67$ Permits/Fees 1,750,000$ 26,119$ 39.73$ Hard Cost Contingency 2,514,564$ 37,531$ 57.09$ TOTAL HARD COSTS 31,315,207$ 467,391$ 711. 01$ Soft Cost Contingency 1,057,721$ 15,787$ 24.02$ Financing Cost 2,303,317$ 34,378$ 52.30$ Operating Reserves 213,294$ 3,183$ 4.84$ Legal Fees 332,000$ 4,955$ 7.54$
Developer Fee 2,200,000$ 32,836$ 49.95$ Third Party Fees, Marketing, Other 1,479,000$ 22,075$ 33.58$ TOTAL SOFT COSTS 7,585,332$ 113,214$ 172. 23$ TOTAL USES 38,900,539$ 580,605$ 883.24$
SHRA $ per Unit Per Unit Cost
76,716$ 580,605$ $1.00 : $7.57
Management / Expenses
Proposed Developer
Property Management Company
Operating Expenses 397,776$ 5,937$
Property Management Fee 55,982$ 836$
Resident Services 73,681$ 1,100$
Taxes and Insurance 103,014$ 1,538$
Replacement Reserves 33,500$ 500$
Donner Field Senior Apartments
Residential Project Summary
4501 9th Avenue, Sacramento, CA 95820
67 New Construction

1.23 per unit
Amenities on site will include a community building, computer room, shared kitchen and multipurpose room, BBQ area, bocce ball court, and a community garden.

Leverage
Leverage
SHRA
Eden Housing, Inc.

Eden Housing Management, Inc.
per unit
per unit
per unit
per unit
Donner Field Area Median Square Total Gross Utility Net Net Rent per Total Monthly Current Unit Type Income % (AMI) Number Feet Sq Feet Rent¹ Allowance Rent Sq Foot Net Rent Annual Rent 1BR/1BA PBV 30% 17 602 10,234 570$ 87$ 483$ 0.80$ 8,211$ 98,532$ 1BR/1BA 30% 2 602 1,204 570$ 44$ 526$ 0.87$ 1,052$ 12,624$ 1BR/1BA 50% 46 602 27,692 950$ 44$ 906$ 1.50$ 41,676$ 500,112$ 2BR/1BA 30% 1 794 794 684$ 47$ 637$ 0.80$ 637$ 7,644$ 2BR/1BA (Exempt Manager) 1 794 794
Totals 67 51,576$ 618,912$
¹Pursuant to 24CFR 983.301, contract rents approved by HUD may exceed the tax-credit rent limits; and the AMI change is due to income averaging regulation by CDLAC. The tenant rent will not exceed 30% of the household adjusted gross income with PBV.

Annual 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2039 2044 Income Increase Per Unit Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 15 Year 20 Gross Potential Rent 2.50% 650,244 666,501 683,163 700,242 717,748 735,692 754,084 772,936 792,260 812,066 918,778 1,039,513 Other Income 2.50% 7,602 7,792 7,987 8,187 8,392 8,601 8,816 9,037 9,263 9,494 10,742 12,153 Rental Subsidy 2.50% 178,899 183,372 187,956 192,655 197,471 202,408 207,468 212,655 217,971 223,421 252,780 285,997 Less Vacancy 5.00% -41,837 -42,883 -43,955 -45,054 -46,181 -47,335 -48,518 -49,731 -50,975 -52,249 -59,115 -66,883 Effective Gross Income $794,909 $814,781 $835,151 $856,030 $877,430 $899,366 $921,850 $944,897 $968,519 $992,732 $1,123,185 $1,270,781 Expenses
Operating Expenses 3.50% 5,542 397,776 411,698 426,107 441,021 456,457 472,433 488,968 506,082 523,795 542,128 643,878 764,725 Property Management 3.50% 780 55,982 57,942 59,970 62,068 64,241 66,489 68,816 71,225 73,718 76,298 90,618 107,626 Resident Services 3.50% 1,027 73,681 76,260 78,929 81,691 84,551 87,510 90,573 93,743 97,024 100,420 119,267 141,652 Taxes and Insurance 2.00% 1,478 103,014 105,074 107,176 109,319 111,506 113,736 116,011 118,331 120,698 123,111 135,925 150,072 Replacement Reserves 0.00% 500 33,500 33,500 33,500 33,500 33,500 33,500 33,500 33,500 33,500 33,500 33,500 33,500 Total Expenses 9,910 $663,953 $684,474 $705,682 $727,601 $750,254 $773,668 $797,868 $822,881 $848,734 $875,457 $1,023,188 $1,197,574 Net Operating Income $130,955 $130,307 $129,469 $128,429 $127,176 $125,698 $123,982 $122,016 $119,785 $117,275 $99,997 $73,206 Debt Service amount rate amort
SHRA Monitoring Fee $11,140,000 0.125% 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 Debt Service Subtotal $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 DCR 1.24 1.25 1.26 1.27 1.28 1.30 1.32 1.34 1.36 1.39 6.67 2.49 Cash Available after Debt Service $115,955 $115,307 $114,469 $113,429 $112,176 $110,698 $108,982 $107,016 $104,785 $102,275 $84,997 $58,206 Priority Distributions
Limited Partner Management Fee $5,000 3.00% 5,000 5,150 5,305 5,464 5,628 5,796 5,970 6,149 6,334 6,524 7,563 8,768 Managing General Partner Management Fee $20,000 3.00% 20,000 20,600 21,218 21,855 22,510 23,185 23,881 24,597 25,335 26,095 30,252 35,070 Priority Distributions Subtotal 25,000 25,750 26,523 27,318 28,138 28,982 29,851 30,747 31,669 32,619 37,815 43,838 Net Cash after Priority Distributions $90,955 $89,557 $87,947 $86,111 $84,038 $81,716 $79,131 $76,269 $73,116 $69,656 $47,183 $14,369 Deferred Developer Fee
Principal Balance $906,320 1.00% 906,320 824,428 743,115 662,599 583,114 504,907 428,240 353,391 280,656 210,347 0 0 Interest for Period 9,063 8,244 7,431 6,626 5,831 5,049 4,282 3,534 2,807 2,103 0 0 Payment 90,955 89,557 87,947 86,111 84,038 81,716 79,131 76,269 73,116 69,656 0 0 Balance $824,428 $743,115 $662,599 $583,114 $504,907 $428,240 $353,391 $280,656 $210,347 $142,795 $0 $0 Net Cash after Deferred Developer Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $47,183 $14,369 SHRA HOME Loan
Principal Balance $6,000,000 3.00% 6,000,000 6,000,000 6,000,000 6,000,000 6,000,000 6,000,000 6,000,000 6,000,000 6,000,000 6,000,000 6,000,000 6,000,000 Interest for Period 180,000 180,000 180,000 180,000 180,000 180,000 180,000 180,000 180,000 180,000 180,000 180,000 Accumulated Interest 180,000 360,000 540,000 720,000 900,000 1,080,000 1,260,000 1,440,000 1,620,000 1,800,000 2,649,042 3,478,397 Payment 0 0 0 0 0 0 0 0 0 0 0 14,369
Balance $6,180,000 $6,360,000 $6,540,000 $6,720,000 $6,900,000 $7,080,000 $7,260,000 $7,440,000 $7,620,000 $7,800,000 $8,649,042 $9,464,028 SHRA HOPWA Loan
Principal Balance $1,000,000 3.00% 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 Interest for Period 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 Accumulated Interest 30,000 60,000 90,000 120,000 150,000 180,000 210,000 240,000 270,000 300,000 441,507 579,733 Payment 0 0 0 0 0 0 0 0 0 0 0 0
Balance $1,030,000 $1,060,000 $1,090,000 $1,120,000 $1,150,000 $1,180,000 $1,210,000 $1,240,000 $1,270,000 $1,300,000 $1,441,507 $1,579,733 SHRA MHSA Loan
Principal Balance $2,600,000 3.00% 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 Interest for Period 78,000 78,000 78,000 78,000 78,000 78,000 78,000 78,000 78,000 78,000 78,000 78,000 Accumulated Interest 78,000 156,000 234,000 312,000 390,000 468,000 546,000 624,000 702,000 780,000 1,147,918 1,507,305 Payment 0 0 0 0 0 0 0 0 0 0 0 0
Balance $2,678,000 $2,756,000 $2,834,000 $2,912,000 $2,990,000 $3,068,000 $3,146,000 $3,224,000 $3,302,000 $3,380,000 $3,747,918 $4,107,305 City of Sacramento Loan
Principal Balance $1,250,000 3.00% 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 Interest for Period 37,500 37,500 37,500 37,500 37,500 37,500 37,500 37,500 37,500 37,500 37,500 37,500 Accumulated Interest 37,500 75,000 112,500 150,000 187,500 225,000 262,500 300,000 337,500 375,000 551,884 724,666 Payment 0 0 0 0 0 0 0 0 0 0 0 0
Balance $1,287,500 $1,325,000 $1,362,500 $1,400,000 $1,437,500 $1,475,000 $1,512,500 $1,550,000 $1,587,500 $1,625,000 $1,801,884 $1,974,666 Donner Field Senior Apartments
Cash Flow ProformaAttachment 13
Attachment 14
Donner Field Senior Apartments

MAXIMUM INCOME AND RENT LIMITS
Effective: July 1, 2023
A
ffordability Levels at 30% and 50% of Area Median Income (AMI) Low Income Housing Tax Credits, HOME Loan
Maximum Gross Income Limits
Household Size 30% AMI 50% AMI
1 person $21,300 $35,500
2 person $24,350 $40,550
3 person $27,400 $45,600
Maximum Gross Rent Limits
Unit Size 30% AMI 50% AMI
1 Bedroom $570 $950
2 Bedroom $684 $1,140