2025-01608 Donner Field Senior Apartments (Project): Tax Equity and Fiscal Responsibility Act (TEFRA) Hearing and Approval of the Housing Authority of the City of Sacramento Issuance of Tax Exempt Bonds Obligations for the Donner Field Senior Apartments in the Amount of up to $30 Million; Approval of Construction and Permanent Loan Documents with Donner Field Senior, L.P. in the Amount of $13.71 Million in HOME, HOPWA, MHSA, City General Funds, and Seller Carryback Funds; Authorize the Issuance of Multifamily Mortgage Revenue Bonds in an Amount not to Exceed $30 Million for the Financing of the Projec — Sacramento City Council, October 7, 2025 (part 1 of 2)

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2025-01608 10/7/2025
Donner Field Senior Apartments (Project): Tax Equity and Fiscal Responsibility Act (TEFRA) Hearing and Approval of the Housing Authority of the City of Sacramento Issuance of Tax- Exempt Bonds Obligations for the Donner Field Senior Apartments in the Amount of up to $30 Million; Approval of Construction and Permanent Loan Documents with Donner Field Senior, L.P. in the Amount of $13.71 Million in HOME, HOPWA, MHSA, City General Funds, and Seller Carryback Funds; Authorize the Issuance of Multifamily Mortgage Revenue Bonds in an Amount not to Exceed $30 Million for the Financing of the Project File ID: 2025-01608
Location: 4501 9th Avenue, District 5
Recommendation: Hold a public hearing and upon conclusion, 1) adopt a City Council Resolution:
a) approving the $12.4 million Construction and Permanent Loan Agreement utilizing HOME Investment Partnerships Program (HOME), Mental Health Services Act (MHSA) and Housing Opportunities for Persons With AIDS Program (HOPWA) funds and related documents between Sacramento Housing and Redevelopment Agency (SHRA) and Donner Field Senior, L.P., (Eden Housing), or related entity (Developer) for the Donner Field Senior Apartments (Project) (Loan Documents); b) authorizing SHRA to negotiate, enter into, execute, transmit, and amend as needed the Loan Documents to the Developer and perform other actions; c) authorizing SHRA to amend its budget and lend $12.4 million in HOME, MHSA, and HOPWA funds for construction and permanent financing of the project; and d) making environmental and other related findings; 2) adopt a Sacramento Housing Authority Resolution: a) authorizing the Executive Director or designee to approve the $1.25 million Construction and Permanent Loan Agreement utilizing City Measure U Funds and Oak Park Redevelopment Funds and a $60,000 Seller Carryback Loan to the Developer and perform other actions; b) authorizing the Executive Director or designee to amend the SHRA budget and lend $1.31 million in City Grant Funds and Housing Authority Successor Agency Funds for the purpose of acquisition financing of the Project in accordance with the Loan Documents; and c) making environmental and other related findings; 3) adopt a Sacramento Housing Authority Resolution: a) reauthorizing issuance of $30 Million in tax-exempt mortgage revenue bonds for the Project; b) authorizing execution and delivery of associated bond documents; and c) approving other actions and matters related to the issuance of the bonds; and 4) adopt a City Council Resolution:
a) indicating that the subsequent Tax Equity and Fiscal Responsibility Act (TEFRA) public hearing has been conducted related to the proposed acquisition, rehabilitation, and permanent financing of the Donner Field Senior Apartments Project (Project); and b) approves issuance by the Housing Authority of Obligations in the maximum principal amount of $30 million for the Project.

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File ID: 2025-01608 10/7/2025
Contact: Christine Weichert, Director Development Finance, (916) 440-1353, [email protected]; Colin Ries, Housing Finance Analyst, (916) 449-1212, Sacramento Housing and Redevelopment Agency
Presenter: Christine Weichert, Director Development Finance, (916) 440-1353, [email protected], Sacramento Housing and Redevelopment Agency
Attachments:
1-Description/Analysis
2-City Council Resolution - Loan Documents Approval
3-Exhibit A to Council Reso - Loan Documents
4-Housing Authority Resolution - Loan Approval
5-Exhibit A to Housing Authority Reso - Loan Documents - City Funds 6-Exhibit B to Housing Authority Reso - Seller Carry Back Loan Documents 7-Housing Authority Resolution - Bond Approval
8-Exhibit A - Public Disclosures
9-City Council Reso - TEFRA Approval
10-Vicinity Map
11-Site Plan
12-Project Renderings
13-Project Summary
14-Cash Flow Proforma
15-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 (Property). The Property is a single lot, approximately 1.23 acres, located in the Oak Park neighborhood. Due to the dissolution of Redevelopment, the Property was transferred to the ownership of the Housing Authority of the City of Sacramento in 2012.

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, the Sacramento Housing and Redevelopment Agency (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

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File ID: 2025-01608 10/7/2025
families and individuals. On July 11, 2022, Eden Housing was awarded 17 PBVs for the Donner Field Senior Project.

In October of 2022, the City Council allocated $1.25 million to the Project. SHRA executed a separate agreement with the City for these funds which will be lent to the Project.

On July 25, 2023, a commitment in the amount of $7 million, which consists of Home Investment Partnerships Program (HOME) funds and Housing Opportunities for Persons with AIDS (HOPWA) funds, was approved by the City Council. In addition, on the same date, the City Housing Authority approved the disposition of the property at fair market value through a Disposition and Development Agreement and a seller carry-back loan commitment. A loan commitment for $2.6 million in Mental Health Services Act (MHSA) funds was approved by the Sacramento County Board of Supervisors on July 25, 2023.

In March of 2023, the Council conducted a Tax Equity and Fiscal Responsibility Act (TEFRA) public hearing and approved the issuance of $30 million in tax-exempt mortgage revenue bonds for the project.

On October 1, 2024, Eden Housing, Inc. submitted a funding application to SHRA for construction and permanent financing of the Project. On January 21, 2025, a commitment in the amount of $2.8 million of HOME funds was approved by the City Council.

In April 2025, the Developer was awarded Bonds and Tax Credits. This report requests approval for SHRA and the Housing Authority to enter into the loan agreements with the Developer for the Project.

Construction is expected to begin in November 2025.

Development: Donner Field Senior Apartments is a proposed new construction development on 1.23 acres of land at 4501 9th Avenue in Sacramento. The development is comprised of 67 units, including 65 one-bedroom and two two-bedroom units (one unit reserved for an on-site manager).

This senior (age 55+) community will be 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.

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, barbeque 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, California. Since its inception in 1968, the Developer has developed, acquired, or rehabilitated more than 11,400 units and currently provides

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File ID: 2025-01608 10/7/2025
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 and 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. The property is required to provide a minimum of 15 hours of resident services a week.

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 bonds and four 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 Investment Partnerships Program (HOME) $8,800,000
Housing Opportunities for Persons With AIDS Program (HOPWA) $1,000,000 City General Fund Loan $1,250,000
HACS Seller Carryback Loan $60,000
Mental Health Services Act (MHSA) $2,600,000
Total $13,710,000
The anticipated affordability requirements are summarized in the following table:

Donner Field Senior Apartments Affordability
Restrictions (55 Years)
UNITS % OF UNITS
Extremely Low Income (30% AMI) 17 25%
Very-Low Income (50% AMI) 49 74%
Management Unit (Exempt) 1 1%
TOTAL 67 100%

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File ID: 2025-01608 10/7/2025
Donner Field Senior Apartments Affordability
Restrictions (55 Years)
UNITS % OF UNITS
Extremely Low Income (30% AMI) 17 25%
Very-Low Income (50% AMI) 49 74%
Management 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.”
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): Donner Field Senior Apartments was granted ministerial approval of infill housing pursuant to California Government Code section 65913.4 and Sacramento City Code section 17.860.030 and is therefore not subject to CEQA review.

National Environmental Policy Act (NEPA): This project was reviewed under NEPA with a Finding of No Significant Impact (FONSI), as mitigated, pursuant to 24 C.F.R. section 58.40(g)(1). SHRA noticed the public in a combined Notice of Finding of No Significant Impact and Notice of Intent to Request Release of Funds (NOI-FONSI/RROF) on November 8, 2021. Established mitigation measures will be adhered to in accordance with applicable law.

Sustainability: The Project has been reviewed for consistency with the goals, policies, and targets of the 2035 General Plan. If approved, the Project will advance the following goals, policies, and targets that will directly or indirectly conserve energy resources and reduce greenhouse gas emissions, in part, from the 2035 General Plan: a) Housing Element - Strategies and Policies for Conserving Energy Resources - Climate Action Plan, subsection 7.2: improving the energy efficiency in new buildings; and b) Environmental Resources - Air Quality and Climate Change sub-section 6.1.7:

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File ID: 2025-01608 10/7/2025
reduce greenhouse gas emissions from new development, promoting water conservation and recycling, promoting development that is compact, mixed-use, pedestrian friendly, and transit oriented; and promoting energy-efficient building design and site planning.

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 Council approved Multifamily Lending and Mortgage Revenue Bond Policies and the City of Sacramento 2021-2029 Housing Element as part of Sacramento’s 2040 General Plan.

Financial Considerations: The HOME, HOPWA, City Funds, Seller Carryback, and MHSA loans will all have a term of 55 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 be less than $15,000 annually for the affordable units during the regulatory agreement term.

LBE - M/WBE and Section 3 requirements: 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’sSection 3 Economic Opportunity Plan. LBE does not apply to this report.

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RESOLUTION 2025-

Adopted by the Sacramento City Council

October 7, 2025

Donner Field Senior Apartments (Project): Approving the Sale of Property by the Housing Authority of the City of Sacramento to Eden Housing, Inc. or Related Entity (Developer); Execution of Construction and Permanent Loan Agreement; Related Budget Amendment; Related Findings; and Environmental Findings

BACKGROUND

A. The Housing Authority of the City of Sacramento (Housing Authority), as successor to the Redevelopment Agency of the City of Sacramento, owns the parcel located in the Oak Park neighborhood, 4501 9th Avenue (APN 014-0223-004-0000); the “Housing Authority Property” or “Property.”

B. On behalf of the Housing Authority, the Sacramento Housing and Redevelopment Agency (SHRA) issued a Request for Proposals on August 19, 2020, for an affordable housing developer to construct an affordable housing development on the Property. On December 4, 2020, a development team led by Eden Housing, Inc., or related entity was selected to be awarded the Property.

C. The Developer has applied for and entered into a loan commitment with SHRA for $8,800,000 in HOME Investment Partnerships Program (HOME), $2,650,000 in Mental Health Services act (MHSA), and $1,00,000 in Housing Opportunities for People With AIDS (HOPWA) funds for the construction and permanent financing of the Donner Field Senior Apartments. The Project includes a three -story residential building with 67 affordable one - and two -bedroom units, one exempt m anagement unit, property management office, community room, elevator, parking, and laundry. The affordable units are restricted at or below 50% of Area Median Income.

D. The project was granted ministerial approval of infill housing by the City of Sacramento pursuant to California Government Code section 65913.4 and Sacramento City Code section 17.860.030 and is therefore not subject to C alifornia Environmental Quality Act (CEQA) review.

E. The project was reviewed under National Environmental Policy Act (NEPA) with a Finding of No Significant Impact (FONSI), as mitigated, pursuant to 24 C.F.R. section 58.40(g)(1) and SHRA noticed the public in a combined Notice of Finding of No Significant Impact and Notice of Intent to Request Release of Funds (NOI -FONSI/RROF) on November 8, 2021. Established mitigation measures will be adhered to in accordance with applicable law.

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 adopted.

SECTION 2.

The Construction and Permanent Loan Agreement, attached as Exhibit A to this Resolution, comprised of $12,400,000 in HOME, MHSA, and HOPWA funds (Construction and Permanent Loan Agreement) is approved and SHRA is delegated authority to execute and transmit the Construction and Permanent Loan Agreement to the Developer for the Construction and Permanent financing of the Project

SECTION 3.

SHRA is authorized to negotiate, enter into, execute, transmit and amend as needed the Construction and Permanent Loan Agreement to the Developer, an d enter into and execute other documents, as approved to form by SHRA’s Office of the General Counsel, an perform other actions necessary to fulfill the intent of the Construction and Permanent Loan Agreement, in accordance its terms, and to ensure proper repayment of the SHRA funds, including without limitation, loan restructuring, subordination and extensions, consistent with SHRA’s adopted policies and with this resolution.

SECTION 4.

SHRA is authorized to amend the SHRA budget to lend up to $8,800,000 in HOME Investment Partnerships Program (HOME), $2,650,000 in Mental Health Services act (MHSA), and $1,00,000 in Housing Opportunities for People With AIDS (HOPWA) funds for the construction and permanent financing of the project.

SECTION 5.

This resolution shall take effect immediately upon its adoption.

TABLE OF CONTENTS:

Exhibit A - Construction and Permanent Loan Agreement

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 1

CONSTRUCTION AND PERMANENT LOAN AGREEMENT

DONNER FIELD SENIOR APARTMENTS

HOME INVESTMENT PARTNERSHIPS PROGRAM (HOME), MENTAL HEALTH SERVICES

ACT (MHSA), HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS PROGRAM (HOPWA)

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

1. LOAN. Lender is making the Loan pursuant to the terms and conditions of this Loan Agreement. Lender and Borrower have entered this Loan Agreement as of the Effective Date.

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

A. “LOAN INFORMATION” The general loan provisions of the Loan:
“EFFECTIVE DATE” October 20, 2025 The date as of which this Loan Agreement shall be effective. “LENDER” The following public agency that is making the Loan, and whose legal status and address are:

Name Sacramento Housing and Redevelopment Agency
Legal Status a joint powers agency.

Principal Address 801 12th Street, Sacramento CA 95814
“BORROWER” The borrower of the Loan Proceeds whose name, legal status and address are:

Name Donner Field Senior, L.P.

Legal Status limited partnership
Principal Address 22645 Grand Street Hayward, CA 94541
“LOAN” The Loan made by this Loan Agreement.

“LOAN COMMITMENT” Lender’s loan commitment, made by letter dated as of January 21, 2025 “LOAN PROGRAM” Lender’s Loan Program, commonly known as HOME Investment Partnerships Program
(HOME) including Community Housing
Development Organization (CHDO)
funds (CFDA # 14.239 ), Mental Health
Services Act (MHSA) and Housing
Opportunities for Persons With AIDS
Program (HOPWA):
“LOAN AMOUNT”
Twelve Million Four Hundred Thousand Dollars and No Cents ($12,400,000.00) comprised of:
$8,800,000.00 in HOME funds
$2,600,000.00 in MHSA funds, and
$1,000,000.00 in HOPWA funds
“INTEREST RATE” The interest rate is 3% per year, simple interest. “PAYMENT START
DATE” The first day of the 204th calendar month following the Effective Date. “MATURITY DATE” The first day of the 684th calendar month following the Effective Date.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 2 “PAYMENT SCHEDULE”
Annual principal and interest payments shall be deferred from the Loan’s Effective Date through the first 17 years. Beginning November 1, 2042 , annual payments shall be applied to the unpaid interest. The Payment Schedule is as follows:

Years Annual Repayment
0 – 17 (2025 – 2041)
(Construction Years 1 – 2 and Permanent
Years 1 - 15)
$0.00
Years 18 – 24 $ 225,030
Years 25 – 30 $ 220,890
Years 31 – 35 $ 206,500
Years 36 – 40 $ 178,695
Years 41 – 45 $ 133,560
Years 46 – 50 $ 122,075
Years 50 – 54 $ 64,870
Maturity Year 55 (2080) The unpaid balance of the note is due and payable on the Maturity Date including without
limitation all unpaid principal, interest, fees, and
charges.

Payments will be applied as follows:

A) HOME Loan until it has been fully repaid; and then to the B) HOPWA Loan until it has been fully repaid; and then to the C) Mental Health Services Act (MHSA) Loan until it has been fully repaid; and then to the D) City of Sacramento Loan until it has been fully repaid.

E) HACS Seller Carryback

“BORROWER EQUITY”
Three Million Four Hundred Forty -
One Thousand Three Hundred
Eighteen Dollars and No Cents
($1,034,361.00)
Which is the minimum amount of cash or cash equivalent
(excluding land equity or other non-cash investment in the Project) that Borrower is investing in the Project.

Two Million Two Hundred Seventy -
Three Thousand Two Hundred
Eighty-Eight Dollars and No Cents
($1,815,639.00)
Which is Borrower’s non -cash contribution to the Project (such as deferred Developer fees).
“PROJECT”
Which is the Project to be developed
on the Property with the Loan
Proceeds, described as:

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

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

Address 4501 9th Avenue, Sacramento, California 95820
Assessor’s Parcel
Number 014-0223-004-0000
“Legal Description” The Property is situated in the State of California, County of Sacramento, and is more particularly described in Exhibit 1: Legal Description attached and incorporated by reference.

Borrower’s Title
Interest
Borrower has fee interest in the Property or, if the Additional Escrow Instructions so indicate, Borrower will acquire fee interest in the Property at Close of Escrow. “ADDITIONAL
COLLATERAL”
The Additional Collateral securing repayment of the Loan is any additional security required by Lender under this Loan Agreement, including without limitation the following items, if any Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 3

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

Materials and supplies for the Project,
Assigned Documents
OTHER ADDITIONAL COLLATERAL Borrower’s interest in the following property: None

C. “ESCROW INFORMATION”:
“Title Company” and
“Escrow Agent” Placer Title Company Which is the title company that will issue the Title Policy and that will act as Escrow Agent for the Escrow.
“Escrow” The escrow with Escrow Agent
“Closing Date” October 20, 2025 Which is the date for close of the Escrow, as it may be extended.

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

EXHIBIT DEFINED TERM
Exhibit 1: Legal Description “Legal Description”
Exhibit 2: Scope of Development “Scope of Development” Exhibit 3: HOME Note Form “Note”
Exhibit 4: MHSA Note Form “Note”
Exhibit 5: HOPWA Note Form “Note”
Exhibit 6: HOME Deed of Trust “Trust Deed”
Exhibit 7: MHSA Deed of Trust “Trust Deed”
Exhibit 8: HOWPA Deed of Trust “Trust Deed”
Exhibit 9: HOME-HOPWA Regulatory Agreement “Regulatory Agreement” Exhibit 10: MHSA Regulatory Agreement “Regulatory Agreement” Exhibit 11: Funding Requirements “Funding Requirements”

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

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

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

Construction Contract
Architectural Contract

G. “CONSTRUCTION INFORMATION”:
“Completion Date” October 1, 2027 Which is the date on or before which the Completion of the Project must occur.
“General Contractor” Broward Builders, Inc. Which is the general contractor for construction of the Project.
“Project Architect” Mogavero Architects Which is the architect for design of the Project “Retention”
The following percentage of each disbursement made
for construction work, in aggregate not to exceed the
following percentage of the Loan Amount, which shall
be retained by Lender for disbursement with the final
disbursement of the Loan:

Percentage of
Loan: TEN Percent (10%)

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 4 H. “SPECIAL PROVISIONS” The following special provisions shall be in addition to the provisions of this Loan Agreement:

1. Loan Proceeds shall be used solely for actual costs of Property acquisition and for the development and permanent operation of the Project. No Loan Proceeds shall be used for predevelopment costs, except as provided in an approved Lender budget. Unless otherwise noted in the budget, predevelopment costs are not subject to withholding as Retention.

2. At completion of construction, borrower shall submit to Agency a cost certification prepared by a qualified, independent auditor acceptable to Agency, which cost certification shall indicate the amounts actually spent for each item in the cost breakdown and shall indicate the projected final sources of funding. If there is an aggregate savings, net of any increases or decreases in sources of funding, in the total of all such cost breakdown items from the cost breakdown items in the original budget approved by the Agency, the Agency shall withhold for itself as loan repayment, one-half of such savings from the amount of retention then held by the Agency, and the Loan balance shall be reduced by the amount so withheld.

The Agency, in its sole discretion, shall determine any reduction and/or repayment of the Agency loan based upon this cost certification, the projected final sources of funding, and the original approved budget for the Project .

3. Lender acknowledges MCC Housing, LLC, a California, together with its successors and assigns, is the limited partner of Borrower (the "Tax Credit Limited Partner"), whose address is:

MCC Housing LLC
c/o Merritt Community Capital Corporation
1901 Harrison Street, Suite 1650
Oakland, California 94612
Attention: President & CEO

with a copy to:

Bocarsly Emden Cowan Esmail & Arndt LLP
633 West Fifth Street, Suite 5880
Los Angeles, California 90071
Attention: Rachel Rosner
(213) 239-8048

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

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

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

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

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

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

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

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 5

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

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

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

3.11. “Fixtures” means all fixtures located on or within the Project or now or later installed in or used in connection with any of the Project, including, as applicable and wi thout limitation, all partitions, screens, awnings, motors, engines, boilers, furnaces, pipes, plumbing, elevators, cleaning and sprinkler systems, fire extinguishing apparatus and equipment, water tanks, heating, ventilating, air conditioning and air cool ing equipment, built -in refrigerators, and gas and electric machinery, appurtenances, and equipment, whether or not permanently affixed to the Project.

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

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

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

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

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

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

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

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

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

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

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

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

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 6

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

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

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

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

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

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

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

3.32. “Unavoidable Delay” is a delay in the performance by a party of any obligation which delay is unforeseeable and beyond the control of such party and without its fault or negligence. Unavoidable Delay shall not be reasonably foreseeable events consisting solely of acts of God, acts of the public enemy, acts of the Federal Government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weath er (as for example, floods, tornadoes, or hurricanes) or delays of subcontractors due to such causes. In the event of the occurrence of any such enforced delay, the time or times for performance of such obligations of the parties shall be extended for the period of the enforced delay, as determined by Lender, provided that the party seeking the benefit of the provisions of this Section shall, within thirty (30) days after it has or should have knowledge of any such enforced delay, have first notified the other party, in writing, of the delay and its cause, and requested an extension for the period of the enforced delay.

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

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

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

4.3. BINDING OBLIGATION. This Loan Agreement, the Note, the Trust Deed, and each of the other Loan Documents constitute a legal and binding obligation of, and are valid and enforceable against, each party other than Lender, in accordance with the terms of each.

4.4. LITIGATION. There are no actions, suits, or proceedings pending or, to the best knowledge of Borrower, threatened against or affecting Borrower, the Property, or any part of it, or involving the validity or enforceability of the Trust Deed, the priority of the lien, or the validity or enforceability of any of the other Loan Documents, at law or in equity, or Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 7 before or by any Governmental Authority. Borrower is not in default with respect to any order, writ, injunction, decree, or demand of any court or other Governmental Authority.

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

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

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

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

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

4.10. USE OF PROCEEDS. All Loan Proceeds will be disbursed as provided in this Loan Agreement and used only for payment of the costs of construction of the Project in ac cordance with the Plans and Specifications and for other purposes specified in the Loan.

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

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

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

5. BORROWER’S COVENANTS AND CONDITIONS. From the Effective Date until payment and performance in full of all obligations of Borrower under this Loan Agreement, the Note, the Security Documents, and the other Loan Documents or the earlier release of the liens of the Loan Documents (and all related obligations) in accordance with the terms of this Loa n Agreement, the Note, the Security Documents, and the other Loan Documents, Borrower hereby covenants and ag rees with Lender that:

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

5.2. PROPERTY MANAGEMENT. Subject to Lender’s written approval, Borrower shall obtain and maintain for the life of the Loan a top quality property management agreement with a duly accredited real estate property management company for the management of the Property, and shall assure compliance of the property manager with the property management agreement. Lender shall not disburse any funds under this Loan Agreement unless and until it has reviewed and approved the agreement as adequate and the property management company as top quality and duly accredited. Lender shall have the right to review and approve or reject any proposed changes to scope of said agreement and to changes in the real estate property management company prior to making such changes. Any such changes made without Lender approval shall Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 8 be an Event of Default under this Loan Agreement. Lender has approved Eden Housing Property Management as the qualified property management company for the Project.

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

6. INSURANCE.

6.1. PROPERTY INSURANCE. Borrower shall procure and maintain property insurance in a form and substance approved by Lender. Coverage shall be for protection against loss of, or damage to the Property and its improvements to their full insurable value. Borrower shall also proc ure and maintain insurance against specific hazards affecting Lender's security for the Loan as may be required by Lender, governmental regulations, or any permanent lender. All such policies shall contain a standard mortgagee loss payable clause in favor of Lender. The insurance required shall be written with a deductible of not more than Twenty-Five Thousand Dollars ($25,000.00).

6.2. COMMERCIAL GENERAL LIABILITY AND OTHER INSURANCE. Borrower shall carry insurance as set forth below, effective prior to th e disbursement of the Loan, and such insurance shall be maintained in full force and effect at all times. Such insurance coverage must list Lender as an additional insured, and must be approved in writing by Lender prior to the disbursement of the Loan.

6.2.1. 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 $2,000,000 general aggregate, all per location of the project, such coverage to include contractual liability to include bodily injury, property damage and personal injury;

6.2.2. Personal injury insurance with the employment exclusion deleted, unless Lender gives prior written approval for the employment exclusion to remain in the policy;

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

6.3 INSURANCE PROVISIONS. Each policy of insurance required under this Loan Agreement 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 for 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:

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

6.3.2 SINGLE PROPERTY INSURANCE. It is the intent of the parties that the Project have available all the specified insurance coverages. Borrower shall not provide insurance coverages that are considered in aggregate with other properties which Borrower owns or operates.

6.3.3 CERTIFIED POLICY COPY. Borrower shall provide Lender with a certified copy of each required policy of insurance, upon request by Lender. Borrower shall provide Lender with a Certificate of Insurance of Insurance for each policy on the applicable ACORD form. And, specific sections of the policy may be requested by Lender for review. The Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 9 ACORD form shall not substitute for the policy, if the policy is requested. The most current ACORD 25 -S “Certificate of Liability Insurance shall be used for liability insurance.

6.3.4 CANCELLATION. Each policy shall bear an endorsement precluding cancellation or termination of the policy or reduction in coverage unless Lender has been given written notice of such intended action at least thirty (30) days prior to its effective date. In the alternative to such endorsement, Borrower will provide Len der with the cancellation clause and/or any amendatory endorsements that modify or change the policy cancellation clause of the insurance policies in force.

It is Borrower’s responsibility to notify Lender of any notice of cancellation, non -renewal or non -payment of premium in accordance with your policy provisions. In the event insurance is cancelled or not renewed, Borrower shall notify Lender within forty-eight (48) hours of such cancellation or non-renewal.

_____Borrower’s Initials

6.3.5 FAILURE TO MAINTAIN. If Borrower fails to obtain or maintain, or cause to be obtained and maintained, any insurance required by this Loan Agreement, Lender shall have the right to purchase the insurance on Borrower’s behalf, and Borrower shall promptly reimburse the full c ost of such insurance to Lender. If Borrower fails to reimburse Lender for insurance, the amount of unpaid reimbursement shall bear interest, at the maximum rate permissible under the law, until paid.

7. NONLIABILITY FOR NEGLIGENCE, LOSS, OR DAMAGE. Borrow er acknowledges, understands, and agrees as follows:

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

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

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

7.4. BORROWER RESERVES. Borrower shall maintain reserves for replacement and repairs required to be made to the Property, fixtures on the Property or personal property used on the Property, or otherwise as approved by Lender, in an amount, at all times, of not less than the lesser of 0.6% of estimated construction co sts associated with structures in the Project, excluding construction contingency and general contractor profit, overhead and general requirements, or three hundred and No/100 Dollars ($300.00) per unit per year.

7.5. FINANCIAL REPORTING. During the term of the Loan, Borrower shall deliver to Lender within 120 days of the end of each calendar year audited Financial Statements prepared in accordance with generally accepted accounting principles and signed by authorized officers of Borrower. Prior to the Close of Escrow and during the term of the Loan, Borrower shall deliver to Lender any such additional Financial Statement as may be requested by Lender. Lender reserves the right to review and approve Financial Statements and other credit information and references prior to the Close of Escrow.

During the term of the Loan, Borrower must deliver to Lender a monthly rent -roll including household composition information and operating statements with respect to the Property and improvements, as Lender may request.

7.6. ANNUAL ADMINISTRATIVE FEE. Borrower agrees to pay an annual administrative fee (“Fee”) to Lender as compensation for monitoring compliance with regulatory restrictions and the administration of the Loan. Borrower shall pay annually a Fee equal to 5 basis points (0.05%) of the outstanding bond amount. The Annual Administration Fee shall not be less than fifteen thousand ($15,000) annually. Fee payments shall commence on the Closing Date for the prorated semiannual period from the Closing Date to and including March 31, 2026, and in equal semiannual installments in advance on each April 1 and October 1 of each year thereafter throughout the term of the Regulatory Agreement. In the event that there are multiple loans, only one annual administrative fee will be collected for all Lender loans.

7.7. BOND PROCEEDS. Borrower shall secure financing in the amount of thirty million and No/100 Dollars ($30,000,000.00) in bond proceeds from the Housing Authority of the City of Sacramento.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 10 8. LOAN. Lender agrees to lend to Borrower, and Borrower agrees to borrow from Lender, an amount not to exceed the Loan Amount, to finance the development of the Project and for other purposes as specified in the Scope of Development, subject to the terms, conditions, representations, warranties, and covenants in this Loan Agreement.

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

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

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

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

8.5. NOTE AND SECURITY DOCUMENTS. The Loan is evidenced by the Note executed by Borrower in favor of Lender and delivered to Lender upon Close of Escrow. Repayment of the Note is secured by the Trust Deed covering the Property and the Project. Borrower , as trustor, shall execute the Trus t Deed in favor of the Title Company , as Trustee, in trust for the benefit of Lender and deliver it to Escrow for recordation. The Loan is also secured by the Additional Collateral, if any, as evidenced by the applicable Security Documents.

8.6. SECURITY AGREEMENT. This Loan Agreement is a "security agreement" within the meaning of the Uniform Commercial Code. Borrower by executing and delivering this Loan Agreement has granted and hereby grants to Lender, as security for the Loan, a security interest in the Additional Collateral to the full extent that the Additional Collateral may be subject to the Uniform Commercial Code. Borrower irrevocably appoints Lender as its true and lawful limited attorney-in-fact solely to execute and deliver any and all financin g statements pursuant to the appropriate statutes, and any other documents or instruments as are required to convey to Lender a valid perfected security interest in the Additional Collateral. Borrower agrees to perform all acts which Lender may reasonably request so as to enable Lender to maintain such valid perfected security interest in the Additional Collateral in order to secure the payment of the Note in accordance with their terms. Lender is authorized to file a copy of any such financing statement in any jurisdiction(s) as it shall deem appropriate from time to time in order to protect the security interest established pursuant to this Loan Agreement. Lender may require at any time, and from time to time additions of new contracts and other propert y to the Additional Collateral.

Borrower irrevocably assigns to Lender, effective upon Lender’s written demand, as security for the due performance of this Loan Agreement all of its right, title, and interest in the Assigned Documents.

8.7. REGULATORY AGREEMENT. The Regulatory Agreement imposing covenants, conditions and restrictions running with the land is a material consideration for the making of the Loan. Borrower shall execute the Regulatory Agreement prior to Close of Escrow and deliver it to Escrow fo r recordation. Violation of the Regulatory Agreement is an Event of Default of this Loan.

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

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

8.10. ACCELERATION ON TRANSFER OR REFINANCING OF THE PROPERTY; ASSUMPTION. Except as otherwise provided in the Loan Agreement, if all or any part of the Property or an interest in the Property is sold, transferred or conveyed to any person, or refinanced by Borrower such that additional debt is added to the Property or the cash flows change without Lender's prior written consent , Lender may, at Lender's option, declare all the sums secured by the Trust Deed to be immediately due and payable. Lender shall have waived such option to accelerate if, prior to the sale or transfer, Lender and Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 11 the Person to whom the Property is to be s old or transferred reach agreement in writing that the Loan may be assumed. If Lender has waived the option to accelerate provided in this Section and if Borrower's successor in interest has executed a written assumption agreement accepted in writing by L ender, Lender shall release Borrower from all obligations under the Trust Deed and the Note.

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

10. PERFORMANCE CONDITIONS. The following are conditions precedent to performance under this Loan Agreement:

10.1. CONDITION OF TITLE. Lender shall cause Escrow Agent to issue to Borrower (with a copy to Lender) the Preliminary Report, together with copies of all documents relating to title exceptions referred to in the Preliminary Report.

At Close of Escrow, Lender’s Trust Deed shall be a valid lien against the Property securing the Loan and subject to no exceptions to title (of record or off reco rd) other than the exceptions listed in the “Conditions of Title” in the Escrow Instructions.

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

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

11. RELOCATION. Lender is required by law to provide relocation services and make relocation payments to eligible tenants that are displaced as a result of the Project. Borrower shall comply fully with all relocation laws that are the obligation of Lender or are otherwise applicable to the Project. Borrower’s compliance with the relocation requirements as stated in this Section 9 or the relocation plan for this projec t, if any, is a material element of this Loan. Borrower’s failure to comply with the relocation requirements as stated in this Section 9 or a relocation plan prepared for this Project, is an Event of Default, subject to Borrower’s opportunity to cure in accordance with applicable law.

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

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

11.3. BORROWER AS RELOCATION AGENT. With the approval of Lender, Borrower may act as Lender’s agent in accomplishing such relocation. Lender and Borrower by memorandum in writing shall establish their respective duties related to such relocation. If Lender and Borrower agree that Borrower will act as Lender’s agent for purposes of this Loan, Borrower may enter into agreements for the provision of relocation services, or Borrower may perform such services directly.

Borrower shall, by provisions in its agreements or by dire ction to its staff, assure that the entity performing the relocation Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 12 services: (a) shall comply with all applicable law; (b) shall fully inform Lender of all relocation activities; (c) shall mak e all requests for direction or clarification to Lender; and (d) shall respond to and follow Lender’s instruction and direction.

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

12.1. CHANGES. In order to assure sufficient funding for the Project, Borrower shall not authorize any Change without the prior written consent of Lender. If in the judgment of Lender, a Change, together with all other Changes contemplated or previously approved by Lender, will cause an increase in the cost of the Project in excess of the contingency reserve identified in the Budget, then Borrower will, as a condition precedent to Lender's consent, provide Lender with proof that the contingency reserve has been increased as necessary to pay for all such Changes. Borrower will submit any such Change to Lender for approval on a form acceptable to Lender, together with approvals by the Proj ect Architect, if any, and the General Contractor. Borrower shall maintain funds available in the contingency reserve that are in substantially the same percentage of the original contingency reserve as the percentage of the Project then remaining to be c ompleted.

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

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

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

12.3.2. ECONOMIC OPPORTUNITY EMPLOYMENT REQUIREMENTS. This Loan requires that to the greatest extent feasible, opportunities for training and employment be given to lower income residents in and around the area of the project. Borrower will instr uct its General 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 Paragraph (1) of this subsection, the number of positions in the various occupational categories which are currently occupied by regular, permanent employees;

(c) Identifying, within the positions described in Paragraph (1) of this subsection, the number of positions in the various occupational categories which are not currently occupied by regular, permanent employees;

(d) Establishing the positions identified in Paragraph (3) of this subsection, a goal which is consistent with the purpose of this subsection within each occupational category of the number of positions to be filled by lower income Project area residents; and

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 13 (e) Making a good faith effor t to fill all of the positions established in Paragraph (4) of this subsection with lower income Project area residents through Greater Sacramento Urban League, Sacramento Works, Sacramento Employment Training Agency, or similar local workforce agencies.

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

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

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

12.5. PROTECTION AGAINST LIEN CLAIMS. Borrower shall promptly and fully discharge all cl aims for labor, materials and services in connection with the Project. Borrower shall promptly file a valid Notice of Completion on completion of the Project. Borrower shall promptly file a Notice of Cessation in the event of a cessation of labor on the Project for a continuous Period of (30) days or more. Borrower shall take all other reasonable steps to protect against the assertion of lien claims against the Property. Within ten (10) days after the filing of any claim of lien against the Propert y, Borrower shall record a surety bond in the office of the Recorder of the County where the Property is located in an amount sufficient to release the claim of lien or deliver to Lender any other assurance as may be acceptable to Lender as evidenced by Lender's written acceptance of such assurance.

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

12.5.2. In any event, Borrower is not required to pay, prior to adjudication, any claims for labor, materials, or services that Borrower, in good faith, reasonably disputes, and that Borrower, at its own expense, is currently and diligently contesting in the proper forum, provided that Borrower has filed the surety bond or given Lender such other assurance as Lender accepts in writing.

12.6. OTHER LENDER DRAW. Borrower shall concurrently submit to Lender 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 Lender as the recipient of such requests or, in the absence thereof, to Lender’s Portfolio Management office. Borrower shall provide Lender with true, ac curate and correct copies of each Other Lender Draw, if any, including without limitation all supporting information, documents, and other required submittals. Lender shall have the right to reject an Other Lender Draw, for failing to comply with the Loan , for changing the Project in any material way, or for impairing the ability of Lender to enjoy the practical realization of it s rights under the Loan and its related instruments. If Lender rejects an Other Lender Draw, Borrower shall withdraw the notice for such Other Lender Draw and shall not accept and shall return to Lender any disbursement on account of such Other Lender Draw.

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

12.6.2. LIQUIDATED DAMAGES. IF BORROWER FAILS TO PRO VIDE TO LENDER ANY OTHER LENDER

DRAW, AS AND WHEN REQUIRE D UNDER THIS LOAN AGREEMENT, LENDER SHALL BE IRREP ARABLY HARMED IN THA T BORROWER’S ABILITY TO REPAY TH E LOAN AND LENDER’S SECURITY FOR THE LOAN SHALL BE IMPAIRE D TO AN UNKNOWN EXTENT. BORROWER AND LENDER AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFIC ULT TO FIX ACTUAL RESULTING DAMAGES IN SUCH EVENT . BORROWER AND LENDER, THEREFORE, AGREE THAT AN AMOUN T EQUAL TO TWO Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 14 PERCENT (2%) OF THE LOAN AMOUNT SHALL CONSTITUTE LIQUIDATED DAMAGES PAYABLE TO LENDER ON ACCOUNT OF SUCH

EVENT, RECEIPT OF WHICH SH ALL CONSTITUTE THE E XCLUSIVE REMEDY OF L ENDER FOR SUCH EVENT , AND ONLY FOR SUCH EVENT. PAYMENT OF SAID AMOUN T TO LENDER AS LIQUIDATED DAMAGES IS NOT INTEN DED AS A FORFEITURE OR PENALTY WITHIN THE MEANING O F CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD , IS INTENDED TO CONS TITUTE LIQUIDATED DAMAGES T O LENDER PURSUANT TO SE CTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE . SAID

AMOUNT SHALL BE IMMEDIATELY DUE AND PAYABLE AS OF THE DATE ON WHICH BORROWER DELIVERED SUCH OTHER LENDER DRAW TO THE OTHER LENDER. LENDER SHALL HAVE THIRTY (30) DAYS AFTER RECEIVING ACTUAL NOTICE OF SUCH EVENT TO NOTIFY BORROWER IN WRITING THAT LIQUIDATED DAMAGES UNDER THIS SECTION ARE DUE. BORROWER SHALL HAVE FIFTEEN (15) DAYS AFTER SUCH WRI TTEN NOTIFICATION TO CURE THE DEFAULT BY WITHDRAWING THE OTHER LENDER DRAW AND RETURNING ANY DISBUR SEMENT ON AC COUNT OF SUCH OTHER LENDER DRAW. IF BORROWER FAILS TO PAY LIQUIDATED DAMAGES WHEN DUE UNDER THIS SECTION, THE LOAN SHALL BE ALL DUE AND PAYABLE AT THE ELECTION OF LENDER.

_____Lender’s Initials

_____Borrower’s Initials

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

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

12.9. PREVAILING WAGES. In accordance with Labor Code Section 1720(c)(4), so long as the so le and only public subsidy for the Project is from Lender’s Low and Moderate Income Housing Fund, the Project is not subject to prevailing wages. Borrower represents to Lender that Borrower has obtained no other public subsidy for the Project. If Borrower obtains other public subsidy, Borrower shall pay prevailing wages for the Project. Therefore, Borrower indemnifies, holds harmless and defends Lender from all additional wages, benefits, fees, penalties, fines, legal fees, court costs, arbitration costs, and other costs arising from the improper application of California prevailing wage laws to the Project by Borrower or General Contractor or both of them in accordance with Labor Code Section 1720(c)(5)(E)), so long as the public subsidy for the Project consists of below market rate loans, and the Project restricts occupancy on at least 40% of the units for at least 20 years to individuals or families earning no more than 80% of the area median income, the Project is not subject to prevailing wages. Bor rower represents to Lender that Borrower has obtained no public subsidy for the Project that does not meet such criteria. If Borrower obtains other non-qualifying public subsidy, Borrower shall pay prevailing wages for the Project. Therefore, Borrower indemnifies, holds harmless and defends Lender from all additional wages, benefits, fees, penalties, fines, legal fees, court costs, arbitration costs, and other costs arising from the improper application of California prevailing wage laws to the Project by Borrower or General Contractor or both of them.

If more than eleven (11) units are assisted with HOME funds as the Funding Source (as indicated in the Regulatory Agreement), Borrower shall comply with Davis -Bacon prevailing wage requirements as described in the Funding Requirements.

12.10. BUILD AMERICA, BUY AMERICA. Borrower must comply with the requirements of the Build America, Buy America (BABA) Act, 41 USC 8301 note, and all applicable rules and notices, as may be amended, if applicable to the project. Pursuant to HUD’s Notice, “Public Interest Phased Implementation Waiver for FY 2022 and 2023 of Build America, Buy America Provisions as Applied to Recipients of HUD Federal Financial Assistance” (88 FR 17001), any funds obligated by HUD on or after the applicable listed effective dates, are subject to BABA requirements, unless excepted by a waiver .

13. LOAN DISBURSEMENT PROCEDURES.

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

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

13.1.2. If requested by Lender, Borrower has furnished to Lender, as a Project cost, an endorsement to the Title Policy showing no intervening liens or encumbrances on the Property and insuring the full disbursement, together Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 15 with a satisfactory report under the C alifornia Uniform Commercial Code showing no liens or interests other than those of Lender;

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

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

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

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

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

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

13.2. CONDITIONS PRECEDENT TO FIRST DISBURSEMENT. Borrower’s request for the first disbursement of Loan Proceeds (the “First Disbursement”) is a representation and warranty by Borrower that there has been no material adverse change in Borrower’s financial capacity or in any representation made to Lender in Borrower’s application for the Loan or Borrower’s supporting documentation. Lender shall make the First Disbursement when the following conditions precedent and the conditions precedent stated in Section 13.1 have been met:

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

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

13.2.3. Borrower has obtained and Lender has approved a loan approval from a financial institution or other lender approved by Lender in its sole discretion, to make the permanent financing obtained by Borrower, or has obtained commitments to issue bonds, which repays after completion of the Project all construction and other loans secured by the Project and which is secured by a senior lien against the Property. Such permanent financing approval must provide: (a) that it is subject only to those conditions that are usual and customary in the industry and that can be satisfied by the proposed closing date of the permanent financing; (b) that it is in full force with no default by any part y; and (c) that Lender will have notice of, and a reasonable opportunity to cure, any Borrower defaults;

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

13.2.5. The construction lender’s commitment to make a construction loan is in f ull force, has not been modified and no event has occurred that with notice or the passage of time or both could result in the termination of it.

Nothing in the permanent loan commitment, or submissions and approvals made under it, conflicts with this Loan Agreement.

Borrower has done all things necessary to keep unimpaired its rights under the loan commitment for the construction lender's construction loan;
Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 16 13.2.6. Borrower has filed all tax returns required to be filed and paid all taxes due, which, if unfiled or unpaid, might adversely affect Lender’s security under the Security Documents; and

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

13.3. CONDITIONS PRECEDENT TO FINAL DISBURSEMENT. Lender shall make the final loan disbursement under this Loan Agreement when the following conditions precedent and the conditions precedent stated in Section 13.1 have been met:

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

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

(b) That the Project complies with the Plans and Specifications, the requirements of all Governmental Authorities and any other party having enforceable rights regard ing the construction of the Project; and

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

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

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

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

(a) The General Contractor and subcontractors and material suppliers and the ir subcontractors and material suppliers have been paid in full;

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

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

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

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

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

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

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

13.3.10. Borrower must request Final Disbursement consistent with terms and conditions of this Loan Agreement no later than 3 years and 11 months following the Effective Date of this Loan Agreement. If Borrower fails to Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 17 request Final Disbursement consistent with the terms and conditions of this Loan Agreement within 3 years and 11 months of the Effective Date the remaining funds will be recaptured.

13.4. MAKING DISBURSEMENT. Lender shall pay each disbursement request within twenty (20) business days after the disbursement request is submitted to Lender, subject to fulfillment of the conditions precedent as stated in Sectio n

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

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

13.6. NO WAIVER BY DISBURSEMENT. Regardless of the failure of any condition precedent to Lender's obligation to make disbursements to Borrower, Lender may make a disbursement if Lender, in its sole discretion, determines it to be advisable. The making of any disbursement shall not be deemed to constitute an approval or acceptance by Lender of the work completed or a waiver of the condition with respect to a subsequent disbursement.

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

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

14. RESIDENTIAL OPERATIONS.

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

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

14.3. RESIDENT SERVICES PLAN: Borrower shall provide Lender with a detailed resident services plan including but not li mited to the following information: (1) identification of all entities responsible for providing resident services to Project tenants and each entity’s role in the provision of those services; (2) the services will be provided for a minimum of 15 hours per week, including education activities and service coordination; (3) a description of the services to be provided;, (4) a pro forma resident services budget.

14.4. SMOKE FREE ENVIRONMENT. All residential units and indoor common areas must be smoke free.

15. DEFAULT.

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 18 15.1.1. Borrower’s non-performance of any obligation or breach of this Loan Agreement;

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

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

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

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

15.1.6. Borrower's failure to complete the construction of the Project by the Completion Date;

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

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

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

16. REMEDIES.

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

16.1.1. Terminate its obligation to make disbursements;

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

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

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

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

16.2. RIGHTS CUMULATIVE, NO WAIVER. All of Lender's rights and remedies provided in this Loan Agreement or in any of the other Loan Documents are cumulative and may be exercised by Lender at any time. Lender's exercise of any right or remedy will not constitute a cure of any Eve nt of Default unless all sums then due to Lender under the Loan Documents are repaid and Borrower has cured all other Events of Default. No waiver will be implied from Lender's failure Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 19 to take, or delay in taking, any action concerning any Event of Default or from any previous waiver of any similar or unrelated Event of Default. Any waiver under any of the Loan Documents must be in writing and will be limited to its specific terms.

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

16.4. GRANT OF POWER. Su bject to the prior rights of lenders whose loans are secured by the Property and senior to the rights of Lender, Borrower irrevocably appoints Lender as its attorney -in-fact, with full power and authority, including the power of substitution, exercisable o n the occurrence of an Event of Default, to act for Borrower in its name, place, and stead as provided in this Loan Agreement, to take possession of the Property and Project, remove all employees, contractors, and agents of Borrower, to complete or attempt to complete the work of construction, and to market, sell, or lease the Property and Project; to make any additions, changes, and corrections in the Plans as may be necessary or desirable, in Lender's sole discretion, or as it deems proper to complete the Project; to employ any contractors, subcontractors, suppliers, architects, inspectors, consultants, property managers, and other agents that Lender, in its sole discretion, deems proper fo r the completion of the Project, for the protection or clearance of title to the Property or Personalty, or for the protection of Lender's interests, to employ security guards to protect the Property and Project from injury or damage; to pay, settle, or compromise all bills and claims then existing or later arising against Borrower that Lender, in its sole discretion, deems proper for the completion of the Project, for the protection or clearance of title to the Property, or for the protection of Lender' s interests; to prosecute and defend all actions and proceedings in co nnection with the Property or Project; and to execute, acknowledge, and deliver all other instruments and documents in the name of Borrower that are necessary or desirable, to exercise Borrower's rights under all contracts concerning the Property or Projec t, and to do all other acts with respect to the Property or Project that Borrower might do on its own behalf, in each case as Lender in its reasonable discretion deems proper.

17. BLANKET COVERAGE. Borrower’s obligation to carry insurance as required under t his Loan Agreement 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 Lender shall nevertheless be named as an additional insured under such blanket policy or policies to the extent required by this Section, the coverage afforded Lender will not be reduced or diminished thereby, and all of the other requirements of this Section 17 with respect to such insurance shall otherwise be satisfied by such blanket policy.

18. MISCELLANEOUS.

18.1. NONRECOURSE. Subject to the provisions of this Section 18.1, and notwithstanding any provision of the Loan Documents other than this Section 18.1, the personal liability of Borrower, and Borrower’s principals, partners, members, agents, officers, and successors in interest, to pay the principal of and interest on the debt evidenced by the Note and any other agreement evidencing Borrower's obligations under the Note shall be limited to (a) the Collateral, (b) the personal property described in and pledged under any Loan Document, and (c) the rents, profits, issues, products and income of the Property, including any received or collected by or on behalf of Borrower after an Event of Default.

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

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

If the condemnor offers to make an award or settle a claim for damages to the Property and: (1) the Property is abandoned by Borrower; or (2) after notice by Lender to Borrower of the condemnor’ s offer, Borrower fails to respond to Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 20 Lender within 30 days after the date such notice is mailed; Lender is authorized to collect and apply the proceeds, at Lender's option, either to restoration or repair of the Property or to the sums secured by the Trus t Deed.

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

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

18.5. FUNDING REQUIREMENTS. Borrower shall comply with all laws, rules, regulations and Funding Requirements that govern the use of such funds as more particularly described in Exhibit 7. Lender, to the extent required by law, shall cooperate with and assist Borrower in fulfillment of such obligations. If Lender, as a result of actions of Borrower, shall be obligated to repay the Loan Program any amount of the Loan Proceeds, Borrower shall make such repayment on account of Lender and failure to do so shall be an Event of Default.

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

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

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

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

18.10. NOTICES. Borrower irrevocably appoints Lender as its agent (the agency being coupled with an interest) to file for record any notices of completion, cessation of labor, or any other notice that Lender deems necessary or desirable to protect its interests under this Loan Agreement or under the Loan Documents. All notices to be given under this Loan Agreement shall be in writing and sent to the addresses stated above for the respective recipient by one or more of the following methods.

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

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

18.10.3. Hand delivery with signed receipt for delivery from a person at the place of business of the receiving party and authorized to accept delivery for the receiving party, in which case notice shall be deemed delivered upon Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 21 receipt, or

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

COPIES OF NOTICES TO BORROWER MAY BE PROVIDED TO THE TAX CREDIT LIMITED PARTNER AT THE ADDRESS SET FORTH IN THIS AGREEMENT; PROVIDED, HOWEVER, THAT LENDER'S FAILURE TO GIVE , OR DELAY IN GIVING , SUCH COPY TO THE TAX

CREDIT LIMITED PARTNER MAY NOT TOLL ANY CURE P ERIOD NOR CONSTITUTE A WAIVER OF ANY OBL IGATION, REQUIREMENT, OR COVENANT REQUIRED TO BE PERFORMED HE REUNDER BY BORROWER. ALL NOTICES TO THE TAX CREDIT

LIMITED PARTNER MAY BE SENT IN ACCORDANCE WITH THE PROCEDURES FOR DELIVERING NOTICES SET FORTH IN THIS LOAN

AGREEMENT FOR THE FOLLOWING ADDRESS OR SUCH ALTERNATIVE OR ADDITIONAL CONTACT NAMES AND/OR ADDRESSES OF WHICH LENDER IS SO NOTIFIED IN WRITING BY THE LIMITED PARTNER:

MCC Housing LLC
c/o Merritt Community Capital Corporation
1901 Harrison Street, Suite 1650
Oakland, California 94612
Attention: President & CEO

WITH A COPY TO:

BOCARSLY EMDEN COWAN ESMAIL & ARNDT LLP
633 WEST FIFTH STREET, SUITE 5880
LOS ANGELES, CALIFORNIA 90071
ATTENTION: RACHEL ROSNER, ESQ.
(213) 239-8074

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

18.12. ACTIONS. Lender will have the right to commence, appear in, or defend any action or proceeding purporting to affect the rights, duties, or liabilities of the parties, or the disbursement of any funds under this Loan Agreement.

In connection with that, Lender may incur and pay costs and expenses, including, without limitation, reasonable attorney fees. Bo rrower agrees to pay to Lender on demand all these expenses, and if applicable, Lender is authorized to disburse funds from the construction account for that purpose. This Section does not apply to actions or proceedings between the parties.

18.13. SIGNS. Borrower agrees that on the request of Lender, Borrower will erect and place on or in the immediate vicinity of the Property a sign indicating that Lender has provided construction financing for the Project, which sign shall remain for the duration of construct ion. If Borrower places a sign on the Property during construction stating the names of the Project participants, it shall also name “Sacramento Housing and Redevelopment Agency” as a participant in the Project.

Lender’s name on the sign shall be in letters not less than size of letters used to name any of the other participants.

18.14. ASSIGNMENT. The terms of this Loan Agreement will be binding on and inure to the benefit of successors and assigns of the parties. However, Borrower shall not assign this Loan Agreement or any interest it may have in the monies due or, except as otherwise provided, convey or encumber the Property without the prior written consent of Lender.

Notwithstanding the foregoing, if there is an assignment, conveyance, or encumbrance, Lender may nevertheless at its option continue to make disbursements under this Loan Agreement to Borrower or to those who succeed to Borrower's title, and all sums so disbursed will be deemed to be disbursements under this Loan Agreement and not modifications, and will be secured by the Security Documents. Lender may at any time assign the Loan Documents to any affiliate of Lender or to a national bank or other lender having experience with construction lending, and the assignee will assume the obligations of Lender, and Lender will have no further obligation of any nature. In that case, the provisions of this Loan Agreement will continue to apply to the Loan, and the assignee will be substituted in the place and stead of Lender, with all rights, obligatio ns, and Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 22 remedies of Lender, including, without limitation, the right to further assign the Loan Documents. In addition, Lender may at any time assign a participation in the Loan to any other party, provided that Lender continues to be primarily obligated under this Loan Agreement.

18.15. PREPAYMENT. Borrower may prepay the Loan only on and subject to the terms and conditions in the Note.

Borrower shall have no rights to receive, and under no circumstances will Borrower receive repayment of any fees previously paid to Lender.

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

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

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

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

18.20. LOAN EXPENSES. In making the first disbursement, Lender may, at its option, deduct from the proceeds of that disbursement a sum equal t o the aggregate of the following, to the extent Lender has knowledge of it and demand has been made on Lender at the time of the deposit: all expenses specifically incurred in connection with the Loan or the preparation, execution, and delivery of the Loa n Documents, including, but not limited to, recording costs and expenses, transfer and other taxes (if any), surveys, appraisal fees, title and hazard insurance premiums, recording, notary, and escro w charges, and all other similar, usual, or customary loa n closing charges and expenses; and any other budgeted expenses that have been approved by Lender in writing; and Lender will, for the benefit of Borrower, pay those amounts over to the respective parties on whose behalf the demands will have been received by Lender. Borrower will pay directly any expenses in connection with the Loan not so paid by Lender, including, without limitation, any of the expenses specified above, and will hold Lender free from any cost, liability, or obligation of any nature in connection with it, including reasonable attorney fees incurred by Lender. Borrower further agrees to pay on demand all out-of-pocket costs and expenses reasonably incurred by Lender including, without limitation, the fees and disbursements of Lender's out side counsel, in connection with: (i) the administration of the Loan, including, without limitation, all approvals or consents given or contemplated to be given under the Loan Documents, all amendments to the Loan Documents entered into by Lender or reques ted by any party to the Loan Documents, and all title insurance policies and endorsements required by Lender, and (ii) the enforcement of any rights or remedies under the Loan Documents, whether any action or proceeding is commenced, or the protection of t he security, or interests of Lender under the Loan Documents. All costs and expenses, together with interest at Interest Rate, will form a part of the indebtedness and will be secured by the Security Documents.

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

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

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 23 18.24. COUNTERPARTS. The Loan Documents may be executed in any number of counterparts and by different parties in separate counterparts, each of which when executed and delivered will be deemed an original and all of which counterparts taken together will constitute one and the same instrument.

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

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

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

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

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

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

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

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

18.32. NUMBER, IDENTITY AND GENDER. When the contex t and construction so require, all words used in the singular will be deemed to have been used in the plural and vice versa. When the context and construction so require, all words which indicate a gender will be deemed to have been used to indicate the gender as indicated by the context.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 24 THE PARTIES HAVE EXECUTED THIS LOAN AGREEMENT in Sacramento, California as of the Effective Date.

BORROWER:

DONNER FIELD SENIOR, L.P.,

A CALIFORNIA LIMITED PARTNERSHIP

By: Eden Donner Field LLC,
a California limited liability company,
its general partner

By: Eden South Bay, Inc.,
a California nonprofit public benefit corporation,
its sole member/manager

By: ____________________________
Andrea Osgood
Chief of Real Estate Development and Executive
Vice President

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 25 THE PARTIES HAVE EXECUTED THIS LOAN AGREEMENT in Sacramento, California as of the Effective Date.

LENDER:

SACRAMENTO HOUSING AND REDEVELOPMENT AGENCY,

A JOINT POWERS AGENCY

By: _______________________________________
Interim Executive Director

Approved as to form:

___________________________________________
Lender Counsel

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 26 Exhibit 1: Legal 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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 27 Exhibit 2: Scope of Development

Donner Field Senior Apartments

Envisioned as a senior (age 55+) housing community, Donner Field Senior Apartments will be located at 4501 9 th Avenue, Sacramento, CA on a 1.23 -acre site. Providing for 67 units, comprised of 65 one bedroom units and 2 two -bedroom units (one reserved for an on-site manager), this community will be 100% deed restricted affordable housing.

This new construction project contains one, two and three story components with two 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 consists of two buildings – one U-shaped two-and three-story residential building and one single story community building that houses most of the interior common space for this community.

The heart of the project is a common greenspace that the residences overlook as it provides opportunities for seniors to socialize, garden, recreate and relax. Ground floor units in the courtyard have porches that adjoin a walking path that connects the north and south residences, the community building, mail area, BBQ, elevators, parking and bocce ball court.

The community building is the “front door” and the center of the project. Residents can enter from the courtyard, and visitors from the street. The community building contains three offices for the property manager, service provider, and case manager, a technology center, restrooms and gathering room with kitchen that opens onto a generous covered outdoor space that is connected to the green space. An onsite central laundry facility, long and short term bike parking, resident initiated raised bed gardens and security cameras round out the planned amenities.

The one and two bedroom residences have full kitchens and a bathroom, and will be handicap accessible or adaptable. Unit amenities include an all-electric outfitted residence with energy star appliances (range, microwave, refrigerator, dishwasher and garbage disposal), resilient flooring, built in cabinetry and wardrobes, air conditioning and heating units and ceiling fans. Many of the first floor units have private patios.

All construction and design components will comply with (ADA) accessibility requirements 11A or 11B as outlined in the CBC, as well as any other requirements stipulated by the funding sources. When there are differences, the stricter shall prevail. The Borrower has notified the project architect and/or engineer of all federal, state and local funding sources anticipated to be used on the Project. The architect and/or engineer will be directed to indicate these funding requirements in the Project’s plans/scope of work.

I. Building Exteriors:

1. Broadband Infrastructure will be installed meeting the requirements of 24 CFR 5.100.1

2. 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 8 th Street to 45th Street.

3. Asphalt Pavements: The development will include approximately 24 onsite uncovered surface parking spaces and 22 tuck-under parking space with 3-6 equipped for EV changing. There will be four (4) ADA parking spaces.

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

5. 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.

6. Designated Smoking Area (Covered): The ADA-compliant designated smoking area will be located under a covered area adjacent to parking and will include a net zero ventilation system.

7. Non-Smoking: The exterior common areas are 100% non-smoking.

1 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).

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 28

8. 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 anat grade, landscaped courtyard with a BBQ and picnic area, community garden, and a covered mailbox center. The Landscape Plan dated April 16, 2021 was approved by the Lender. Any modifications to the Lender-approved Landscape Plan require Lender’s written approval prior to implementation of changes. All landscaped areas will be served by a programmable automated irrigation system.

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

10. 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.

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

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

13. Site Fencing: The sliding auto entry gate for the site is on 8th and 9 th Avenue through the only entry drive. The hours of vehicular gate access is 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 instituted (pending full consultation with the fire department) on 8th Avenue. The ADA compliant 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 (3’) wood and tubular metal along 45th Street/9th and 8th Avenues. The property line between the adjacent Fortune School and Donner Field site will have a wall pursuant to City Planning recommendation and final specifications approved by Lender. The use of chain linked fence or barbed wire is not permitted.

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

15. 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. The roof will have a 20 year warranty.

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

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

II. 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 apartments and indoor common areas are 100% non-smoking.

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.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 29 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 made of melamine material, solid surface countertops, and stainless steel sink. Built-in microwaves will be included in all kitchens; therefore, microwave shelving is not required by Lender. 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.

12. Flooring: All apartment interior flooring finishes shall contain luxury vinyl plank (LVP) in the entry, kitchen and dining areas. Bathrooms will contain sheet vinyl. Bedrooms, hallways, closets and living areas will contain carpet tile that meet CRI Green Label Plus/Cal Green Standard specifications. Community Rooms, including the kitchen area, will contain luxury vinyl plank. Common area entry lobbies, corridors, offices and technol ogy lab/computer room will contain carpet tile that meets CRI Green Label Plus/Cal Green Standard specifications. Service areas, including but not limited to the following areas, will contain sheet vinyl: UPPER LEVELS: Maintenance Room; Mechanical Rooms; Janitor Closets; Storage: Elevator Equipment Rm.; Trash access rooms. Service areas, including but not limited to the following areas shall contained stained sealed concrete: GROUND LEVEL:

Maintenance Room; Mechanical Rooms; Janitor Closets; Ground floor Stairwell; Dumpster room; Trash access rooms; Bike Storage. In all instances where LVP is utilized in common areas, the thickness will be 20 mils. In all instances where LVP is utilized in apartment interior areas, the thickness will be 12 mils.

13. Apartment interior flooring finishes: 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.

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

III. Community Amenities

1. Community Building: The furnished community building is 3,257 SF and will consist of three offices for property management, resident services provider, case management and meeting areas, lobby areas, sitting/lounging areas, restrooms, computer/technology room and community kitchen. The community building will have LVP flooring 20 mils thick, energy efficient lighting and HVAC systems. These spaces will be ADA compliant. The resident services rooms, community room, kitchen, computer room are a total of 1,419 square feet.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 30

2. 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 LVP flooring 20 mils thick. 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.

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

5. Elevators: Two (2) 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 will be carpet tiles and stairs will be of carpet with closed risers. Stairs will be located on the wing elevations to encourage use for those that can forgo the elevator.

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.

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: A minimum of 34 long-term and 10 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.

Attachment 1: Lender’s Minimum Construction Standards exhibit is on the following page.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 31 Attachment 1: Lender’s Minimum Construction Standards
This attachment is from Exhibit 2 from the Lender’s Multifamily Lending 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 a rchitect 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.

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.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 32 D. Projects deemed historically significant landmark by either the City of Sacrame nto 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 project plans.

E. All projects shall meet the parking requirements of the local Agency Having Jurisdiction (AHJ) ov er 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.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 33 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.

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.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 34 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 livin g 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.

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 shelvin g 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 AD A 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.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 35 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 surfa ces (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 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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 36 Exhibit 3: HOME Note Form

PROMISSORY NOTE

FOR DONNER FIELD SENIOR APARTMENTS

CONSTRUCTION AND PERMANENT LOAN AGREEMENT
HOME

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

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

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

PAYMENT SCHEDULE. Repayment of this Note shall be made as follows:
“Maturity Date” The first day of the 684th calendar month following the Effective Date. “Payment Start
Date”
The first day of the 204th calendar month following the Effective Date.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 37 “Payment
Amount(s)”
Annual principal and interest payments shall be deferred from the Loan’s Effective Date through the first 17 years. Beginning November 1, 2042, annual payments shall be applied to the unpaid interest. The Payment Schedule is as follows:

Payments will be applied as follows:

F) HOME Loan until it has been fully repaid; and then to the G) HOPWA Loan until it has been fully repaid; and then to the H) Mental Health Services Act (MHSA) Loan until it has been fully repaid; and then to the
I) City of Sacramento Loan until it has been fully repaid.

J) Seller Carry Back

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

1. This Note evidences the obligation of Borrower to Lender for repayment of the Loan. The terms and covenants of the Loan Agreement are incorporated in this Note by reference. The Loan Agreement provides for and in corporates the Regulatory Agreement (as defined in the Loan Agreement), the making of which is further consideration for this Note.

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

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

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

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

6. Upon oc currence of any one or more of the following, Lender may, at its sole discretion, declare all unpaid principal immediately due and payable, together with all unpaid interest at the stated rate from the date of the advancement of the Loan's proceeds, subject to applicable cure periods, if:

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 38

a. Borrower defaults in the payment of any principal or interest when due. b. Lender discovers that Borrower, in any application to Lender in connection with the Loan, either (i) failed to disclose, or (ii) misrepresented any fact that would have prevented Borrower from being eligible for the Loan. c. Lender discovers that Borrower has made any misrepresentations or has intentionally withheld any fact in the making or continuation of this Loan, the knowledge of which could have affected the decision of Lender to make the Loan. d. Borrower defaults or breaches any of the terms of Loan Agreement, the Trust Deed, the Regulatory Agreement or this Note.
e. Subject to applicable notice and cure rights, Borrower fails to perform any covenant, term or condition in any instrument creating a lien upon the Property which is the security under the Trust Deed, or any part thereof, which lien shall have priority over the lien of the Trust Deed securing this Note.
f. The sale, transfer of title, conveyance or further encumbrance of the Property, whether by sale, exchange, gift, inheritance or other means, without prior written consent of Lender. g. Any of the following occur:
1) Borrower becoming insolvent or bankrupt or being unable or admitting, in writing, Borrower’s inability to pay debts as they mature or making a general assignment of or entering into any restructure payment arrangement with creditors. 2) Proceedings for the appointment of a receiver, trustee or liquidator of the assets of Borrower or a substantial part of such assets, being authorized or instituted by or against the Borrower. 3) Proceedings under any bankruptcy, reorganization, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any jurisdiction being authorized or instituted against Borrower.

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

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

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

10. Subject to the provisions of this Section 10, and notwithstanding any provision of the Loan Documents other than this Section 10, the personal liability of Borrower, and Borrower’s principals, partners, members, agents, officers, and successors in interest, to pay the principal of and interest on the debt evidenced by this Note and any other agreement evidencing Borrower's obligations under this Note shall be limited to (a) the Collateral (as defined in the Loan Agreement), (b) the personal property described in and pledged under any Loan Document, and (c) the rents, profits, issues, products and income of the Property, including any received or collected by or on behalf of Borrower after an Event of Default under the Loan Documents.

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 39 IN WITNESS WHEREOF, Borrower has executed this Note as of the Effective Date.

Borrower:

Donner Field Senior, L.P.

By:
_______________________________________
Andrea Osgood
Chief of Real Estate Development
and Executive Vice President Authorized Representative

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 40 Exhibit 4: MHSA Note Form

PROMISSORY NOTE

FOR DONNER FIELD SENIOR APARTMENTS

CONSTRUCTION AND PERMANENT LOAN AGREEMENT
MHSA

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

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

DEFINED TERM: DEFINITION:
“Effective Date” October 20, 2025
“Lender” Sacramento Housing and Redevelopment Agency
“Borrower” Donner Field Senior, L.P.
“Borrower Legal
Status”
a California limited partnership
“Loan Agreement” The Loan Agreement between the Borrower and Lender as of the Effective Date for making of the loan (“Loan”) evidenced by this Note.
“Principal
Amount”
Two Million Six Hundred Thousand Dollars and No Cents ($2,600,000.00) “Interest Rate” The interest rate is 3% per year, simple interest. “Accrual Date” Interest shall accrue starting on the following “Accrual Date”: October 20, 2025 “Special Terms”
At completion of construction, Borrower shall submit to Lender a cost certification prepared by a qualified, independent auditor acceptable to Lender, which cost certification shall indicate the amounts actually spent for each item in the cost breakdown. If there is an aggregate savings in the total of all such cost breakdown items from the cost breakdown items in the original Budget approved by the Lender, the Lender shall withhold for itself as Loan repayment, one-half of such savings from the amount of retention then held by the Lender, and the Loan balance shall be reduced by the amount so withheld. The Lender, in its sole discretion, shall determine any reduction and/or repayment of the Loan based upon this cost certification and the original approved Budget for the Project.

PAYMENT SCHEDULE. Repayment of this Note shall be made as follows:
“Maturity Date” The first day of the 684th calendar month following the Effective Date: November 1, 2082 “Payment Start
Date”
The first day of the 204th calendar month following the Effective Date: November 1, 2042

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 41 “Payment
Amount(s)”
Annual principal and interest payments shall be deferred from the Loan’s Effective Date through the first 17 years. Beginning November 1, 2042, annual payments shall be applied to the unpaid interest. The Payment Schedule is as follows:

Payments will be applied as follows:

K) HOME Loan until it has been fully repaid; and then to the L) HOPWA Loan until it has been fully repaid; and then to the M) Mental Health Services Act (MHSA) Loan until it has been fully repaid; and then to the
N) City of Sacramento Loan until it has been fully repaid.

O) Seller Carry Back

12. This Note evidences the obligation of Borrower to Lender for repayment of the Loan. The terms and covenants of the Loan Agreement are incorporated in this Note by reference. The Loan Agreement provides for and incorporates the Regulatory Agreement (as defined in the Loan Agreement), the making of which is further consideration for this Note.

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

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

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

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

17. Upon occurrence of any one or more of the following, Lender may, at its sole discretion, declare all unpaid principal immediately due and payable, together with all unpaid interest at the stated rate from the date of the advancement of the Loan's proceeds, subject to applicable cure periods, if:

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 42

a. Borrower defaults in the payment of any principal or interest when due. b. Lender discovers that Borrower, in any application to Lender in connection with the Loan, either (i) failed to disclose, or (ii) misrepresented any fact that would have prevented Borrower from being eligible for the Loan. c. Lender discovers that Borrower has made any misrepresentations or has intentionally withheld any fact in the making or continuation of this Loan, the knowledge of which could have affected the decision of Lender to make the Loan. d. Borrower defaults or breaches any of the terms of Loan Agreement, the Trust Deed, the Regulatory Agreement or this Note.
e. Borrower fails to perform any covenant, term or condition in any instrument creating a lien upon the Property which is the security under the Trust Deed, or any part thereof, which lien shall have priority over the lien of the Trust Deed securing this Note. f. The sale, transfer of title, conveyance or further encumbrance of the Property, whether by sale, exchange, gift, inheritance or other means, without prior written consent of Lender. g. Any of the following occur:
1) Borrower becoming insolvent or bankrupt or being unable or admitting, in writing, Borrower’s inability to pay debts as they mature or making a general assignment of or entering into any restructure payment arrangement with creditors. 2) Proceedings for the appointment of a receiver, trustee or liquidator of the assets of Borrower or a substantial part of such assets, being authorized or instituted by or against the Borrower. 3) Proceedings under any bankruptcy, reorganization, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any jurisdiction being authorized or instituted against Borrower.

18. No waiver of any default or breach by Borrower under this Note shall be implied from any omission by Lender to take action on account of such default, and no express waiver shall affect any default, other than the default specified in the waiver. Such waiver shall be in writing and shall be operative only for the time and to the extent therein stated.

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

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

21. Subject to the provisions of this Section 10, and notwithstanding any provision of the Loan Documents other than this Section 10, the personal liability of Borrower, and Borrower’s principals, partners, members, agents, officers, and successors in interest, to pay the principal of and interest on the debt evidenced by this Note and any other agreement evidencing Borrower's obligations under this Note shall be limited to (a) the Collateral (as defined in the Loan Agreement), (b) the personal property described in and pledged under any Loan Document, and (c) the rents, profits, issues, products and income of the Property, including any r eceived or collected by or on behalf of Borrower after an Event of Default under the Loan Documents.

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

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

Borrower:

Donner Field Senior, L.P.

By:
_______________________________________
Andrea Osgood
Chief of Real Estate Development
and Executive Vice President

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 43 Exhibit 5: HOPWA Note Form

PROMISSORY NOTE

FOR DONNER FIELD SENIOR APARTMENTS

CONSTRUCTION AND PERMANENT LOAN AGREEMENT
HOPWA

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

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

DEFINED TERM: DEFINITION:
“Effective Date” October 20, 2025
“Lender” Sacramento Housing and Redevelopment Agency
“Borrower” Donner Field Senior, L.P.
“Borrower Legal
Status”
a California limited partnership
“Loan Agreement” The Loan Agreement between the Borrower and Lender as of the Effective Date for making of the loan (“Loan”) evidenced by this Note.
“Principal
Amount”
One Million Dollars and No Cents ($1,000,000.00)
“Interest Rate” The interest rate is 3% per year, simple interest. “Accrual Date” Interest shall accrue starting on the following “Accrual Date”: October 20, 2025 “Special Terms”
At completion of construction, Borrower shall submit to Lender a cost certification prepared by a qualified, independent auditor acceptable to Lender, which cost certification shall indicate the amounts actually spent for each item in the cost breakdown. If there is an aggregate savings in the total of all such cost breakdown items from the cost breakdown items in the original Budget approved by the Lender, the Lender shall withhold for itself as Loan repayment, one-half of such savings from the amount of retention then held by the Lender, and the Loan balance shall be reduced by the amount so withheld. The Lender, in its sole discretion, shall determine any reduction and/or repayment of the Loan based upon this cost certification and the original approved Budget for the Project.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 44 “Payment
Amount(s)”
Annual principal and interest payments shall be deferred from the Loan’s Effective Date through the first 17 years. Beginning November 1, 2042, annual payments shall be applied to the unpaid interest. The Payment Schedule is as follows:

Payments will be applied as follows:

P) HOME Loan until it has been fully repaid; and then to the Q) HOPWA Loan until it has been fully repaid; and then to the R) Mental Health Services Act (MHSA) Loan until it has been fully repaid; and then to the
S) City of Sacramento Loan until it has been fully repaid.

T) Seller Carry Back

22. This Note evidences the obligation of Borrower to Lender for repayment of the Loan. The terms and covenants of the Loan Agreement are incorporated in this Note by reference. The Loan Agreement provides for and incorporates the Regulatory Agreement (as defined in the Loan Agreement), the making of which is further consideration for this Note.

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

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

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

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 45

27. Upon occurrence of any one or more of the following, Lender may, at its sole discretion, declare all unpaid principal immediately due and payable, together with all unpaid interest at the stated rate from the date of the advancement of the Loan's proceeds, subject to applicable cure periods, if:

a. Borrower defaults in the payment of any principal or interest when due. b. Lender discovers that Borrower, in any application to Lender in connection with the Loan, either (i) failed to disclose, or (ii) misrepresented any fact that would have prevented Borrower from being eligible for the Loan. c. Lender discovers that Borrower has made any misrepresentations or has intentionally withheld any fact in the making or continuation of this Loan, the knowledge of which could have affected the decision of Lender to make the Loan. d. Borrower defaults or breaches any of the terms of Loan Agreement, the Trust Deed, the Regulatory Agreement or this Note.
e. Borrower fails to perform any covenant, term or condition in any instrument creating a lien upon the Property which is the security under the Trust Deed, or any part thereof, which lien shall have priority over the lien of the Trust Deed securing this Note. f. The sale, transfer of title, conveyance or further encumbrance of the Property, whether by sale, exchange, gift, inheritance or other means, without prior written consent of Lender. g. Any of the following occur:
1) Borrower becoming insolvent or bankrupt or being unable or admitting, in writing, Borrower’s inability to pay debts as they mature or making a general assignment of or entering into any restructure payment arrangement with creditors. 2) Proceedings for the appointment of a receiver, trustee or liquidator of the assets of Borrower or a substantial part of such assets, being authorized or instituted by or against the Borrower. 3) Proceedings under any bankruptcy, reorganization, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any jurisdiction being authorized or instituted against Borrower.

28. No waiver of any default or breach by Borrower under this Note shall be implied from any omission by Lender to take action on account of such default, and no express waiver shall affect any default, other than the default specified in the waiver. Such waiver shall be in writing and shall be operative only for the time and to the extent therein stated.

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

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

31. Subject to the provisions of this Section 10, and notwithstanding any provision of the Loan Documents other than this Section 10, the personal liability of Borrower, and Borrower’s principals, partners, members, agents, officers, and successors in interest, to pay the principal of and interest on the debt evidenced by this Note and any other agreement evidencing Borrower's obligations under this Note shall be limited to (a) the Collateral (as defined in the Loan Agreement), (b) the personal property described in and pledged under any Loan Document, and (c) the rents, profits, issues, products and income of the Property, including any r eceived or collected by or on behalf of Borrower after an Event of Default under the Loan Documents.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 46 IN WITNESS WHEREOF, Borrower has executed this Note as of the Effective Date.

Borrower:

Donner Field Senior, L.P.

By:

_______________________________________
Andrea Osgood
Chief of Real Estate Development
and Executive Vice President

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 47 Exhibit 6: HOME Trust Deed Form

DEED OF TRUST AND ASSIGNMENT OF RENTS
Donner Field Senior Apartments
HOME

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

TERM DEFINITION
“Effective Date” October 20, 2025
“Trustor” and
“Borrower”
Donner Field Senior, L.P., a California limited partnership “Borrower
Address”
22645 Grand Street Hayward, CA 94541
“Trustee” Placer Title Company
“Beneficiary” and
“Lender”
Sacramento Housing and Redevelopment Agency, a joint powers agency. “Lender Address” 801 12th Street, Sacramento, California 95814 “Property”
Which is real property located in the County of Sacramento and the State of California as more particularly described in the Legal Description.

Address 4501 9th Avenue, Sacramento, California 95820
Assessor’s Parcel Number 014-0223-004-0000
“Legal
Description”
The Legal Description of the Property which is more particularly described in the attached Exhibit 1 Legal Description, which is incorporated in and an integral part of this Deed of Trust
“Loan” Which is Lender’s loan to Borrower evidenced by the Note and which is secured by this Deed of Trust.
“Loan
Agreement”
Which is the agreement between Lender and Borrower stating the term and conditions of the Loan.

Which is dated: October 20, 2025
“Additional
Notices”
Lender may give copies of notices required to be delivered to Borrower to the following parties at the following addresses; provided, however that Borrower acknowledges that such notice is an accommodation and the failure of the Lender to properly deliver any such notice shall not give rise to any claims or defenses of Borrower or any third party:

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 48 If to Borrower:

Donner Field Senior, L.P.
c/o Eden South Bay, Inc.
22645 Grand Steet
Hayward, CA 94541

With a copy to:

MCC Housing LLC
c/o Merritt Community Capital Corporation
1901 Harrison Street, Suite 1650
Oakland, California 94612
Attention: President & CEO

With a copy to:

Gubb and Barshay LLP
c/o Erica Williams Orcharton
235 Montgomery Street, Suite 1110
San Francisco, CA 94104

And to Senior Construction Lender (until Conversion (as defined in the Loan Agreement)):

First-Citizens Bank & Trust Company
222 2nd St, 17th floor
San Francisco, CA 94105
Attention: [___________]

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

Which has a principal sum of Eight Million and Eight Hundred Thousand Dollars and No Cents ($8,800,000.00)
“Regulatory
Agreement”
Which is that certain Regulatory for Residential Rental Property and Declaration of Restrictive Covenants Affecting Real Property entered into by and between Borrower and Lender as additional consideration for Lender making the Loan.

Which is dated: October 20, 2025

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

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

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

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 49

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

Borrower and Lender covenant and agree as follows:

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

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

3. Hazard Insurance. Borrower shall keep the improvements now existing or later erected on the Property insured agains t loss of fire or hazards under a policy approved by Lender consistent with the insurance requirements of the Loan Agreement.

In addition, Borrower shall insure against loss of all furniture, equipment and other personal property owned by Borrower related to Borrower's operation of the Property. Lender shall have the right to hold the policies and policy renewals, and Borrower shall promptly furnish to Lender all renewal notices and all receipts of paid premiums. In the event of loss, Borrower shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower.

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

Unless Lender and Borrower otherwise agree in writing, any such application of insurance proceeds to principal shall not extend or postpone the due date of any Loan payment or change the amount of such payment. If the Property is acquired by Lender pursuant to this Deed of Trust, all right, title and interest of Borrower in and to any insurance policies and proceeds of such policies resulting from damage to the Property prior to the sale of acquisition shall pass to Lender to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition.

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

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

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

Any amounts disbursed by Lender pursuant to this Section 6, with interest, shall become additional indebtedness of Borrower secured by this Deed of Trust. Unless Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from Lender to Borrower requesting payment, and shall bea r interest from the date of disbursement at the highest rate permissible under applicable law. In any event, this Section shall be construed as a right and an option of Lender and shall not be construed to require Lender to incur any expense or take any a ction.

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 50

8. Condemnation. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of all or any part of the Property, or for conveyance in lieu of condemnation, shall be applied as provided in the Loan Agreement.

If the Property is abandoned by Borrower, or if, after notice by Lender to Borrower that the condemnor offers to make an award or settle a claim for damages, Borrower fails to respond to Lender within 30 days after the date such notice is mailed, Lender is authorized to collect and apply the proceeds, at Lender's option, either to restoration or repair of the Property or to the sums secured by this Deed of Trust.

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

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

10. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or remedy under this Deed of Trust, or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any such right or remedy.

The procurement of insurance or the payment of taxe s or other liens or charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of the indebtedness secured by this Deed of Trust.

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

12. Successors and Assigns Bound; Joint and Several Liabil ity Captions. The covenants and agreements contained in this Deed of Trust shall bind, and the rights under this Deed of Trust shall inure to, the respective successors and assigns of Lender and Borrower, subject to the provisions of Section 15. All covenants and agreements of Borrower shall be joint and several.

The captions and headings of the paragraphs of this Deed of Trust are for convenience only and are not to be used to interpret or to define its provisions.

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

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

15. Acceleration on Transfer or Refinancing of the Property; Assumption . Except as otherwise provided in the Loan Agreement, if all or any part of the Property or an interest in the Property is sold or Transferred or refinanced by Borrower without Lender's prior written consent, Lender may, at Lender's option, declare all the sums secured by this Deed of Trust to be immediately due and payable. A “Transfer” occurs whenever any of the following occur: 1) the transfer of any partnership interest to or from any partner; 2) the removal, addition, or substitution of one or more of the general or limited partners of Borrower; or any change in title to the Property or the Project Lender shall have waived such option to accelerate if, prior to the refinancing, sale or transfer, Lender and the person to whom the Property is to be sold or transferred reach agreement in writing that the loan may be assumed. If Lender has waived the option to accelerate provided in this Section and if Borrower's successor in interest has executed a written assumption agreement accepted in writing by Lend er, Lender shall release Borrower from all obligations under this Deed of Trust and the Loan Agreement.

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 51

16. Acceleration on Breach; Remedies . Except as provided in Section 15, upon Borrower's breach of any covenant or agreement of Borrower in this Deed of Trust, the Regulatory Agreement, or Loan Agreement, Lender shall mail notice to Borrower specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, no less than 30 days from the date the notice is mailed to Borrower, by which breach must be cured; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Propert y.

If the breach is not cured on or before the date s pecified in the notice, Lender at Lender's option may declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by applicable law. Lender shall be entitled to collect from the Borrower, or sale proceeds, if any, all reasonable costs and expenses incurred in pursuing the remedies provided in this Section, including, but not limited to reasonable attorney's fees.

If Lender invokes the power of sale, Lender shall execute or cause Trustee to execute a written notice of the occurrence of an event of default and of Lender's election to cause the Property to be sold and shall cause such notice to be recorded i n each county in which any portion of the Property is located. Lender or Trustee shall mail copies of such notice in the manner prescribed by applicable law to Borrower and to the other persons prescribed by applicable law. Trustee shall give public notice of sale to the persons and in the manner prescribed by applicable law. After the lapse of such time as may be required by applicable law, Trustee, without demand on Borrower, shall sell the Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of sale, in one or more parcels and in such order as Trustee may determine. Trustee may postpone sale of all or any parcel of the Property by public announcement at the time and place of any previously scheduled sale. Lender or Lender's designee may purchase the Property at any sale.

Trustee shall deliver to the purchaser a Trustee's deed conveying the Property so sold without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be prima facie evidence of the truth of the statements it contains.

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

17. Assignment of Rents; Appointment of Receiver; Lender in Possession . As additional security, Borrower assigns to Lender the rents of th e Property, (the “Rent”) provided that Borrower shall, prior to an acceleration for breach as provided above or abandonment of the Property, have the right to collect the Rent as they become due.

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

18. Financing Statement. This Deed of Trust is both a real property deed of trust and a "securit y agreement" within the meaning of the Uniform Commercial Code. The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Borrower in the Property. Borrower by executing and del ivering this Deed of Trust has granted and hereby grants to Lender, as security for the Loan, a security interest in the Property to the f ull extent that the Property may be subject to the Uniform Commercial Code (the Property so subject to the Uniform Commercial Code, including without limitation, the Rent, being called in this paragraph the "Collateral"). Borrower irrevocably appoints Lender as its true and lawful limited attorney -in-fact solely to execute and deliver any and all financing statements pur suant to the appropriate statutes, and any other documents or instruments as are required to convey to Lender a valid perfected security interest in the Collateral. Borrower agrees to perform all acts which Lender may reasonably request so as to enable Lender to maintain such valid perfected security interest in the Collateral in order to secure the payment of the Note in accordance with their terms. Lender is authorized to file a copy of any such financing statement in any jurisdiction(s) as i t shall deem appropriate from time to time in order to protect the security interest established pursuant to this Deed of Trust.

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

20. Nonrecourse. Notwithstanding any provision of this Deed of Trust or any document evidencing or securing the Loan, Borrower, and Borrower’s principals, agents, officers, and successors in interest shall not be personally liable for the payment of the Loan or any obligation of the Loan, and in the event of a default Lender shall look solely to the Property subject to this Deed of Trust and to the rents, issues and profits thereof in satisfaction of the indebtedness evidenced by the Note; provided,

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 52 that nothing in this condition and no action so taken shall operate to impair any obligation of Borrower under the Regulatory Agreement.

21. Reconveyance. Upon payment of all sums secured by this Deed of Trust, Lender shall request Trustee to reconvey the Property and shall surrender this Deed of Trust and all notes evidencing indebtedness secured by this Deed of Trust to Trustee.

Trustee shall reconvey the Property without warranty and without charge to the person or persons legally entitled to such reconveyance. Such person or persons shall pay all costs of recordation, if any. The recitals in the reconveyance of any matters or facts shall be conclusive proof of their truthfulness.

22. Substitute Trustee. Lender, at Lender's option, may from time to time remove Trustee and appoint a successor trustee to any Trustee appointed under this Deed of Trust. Without conveyance of the Property, the successor trustee shall succeed to all the title, power and duties conferred upon the Trustee by this Deed of Trust and appl icable law.

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

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

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

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

IN WITNESS WHEREOF, Borrower has executed this Deed of Trust.

BORROWER (Trustor):

DONNER FIELD SENIOR, L.P.

By:__________________________________________
Andrea Osgood
Chief of Real Estate Development
and Executive Vice President

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 53 Exhibit 7: MHSA Trust Deed Form

DEED OF TRUST AND ASSIGNMENT OF RENTS
Donner Field Senior Apartments
MHSA

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

TERM DEFINITION
“Effective Date” October 20, 2025
“Trustor” and
“Borrower”
Donner Field Senior, L.P., a California limited partnership “Borrower
Address”
22645 Grand Street Hayward, CA 94541
“Trustee” Placer Title Company
“Beneficiary” and
“Lender”
Sacramento Housing and Redevelopment Agency, a joint powers agency “Lender Address” 801 12th Street, Sacramento, California 95814 “Property”
Which is real property located in the County of Sacram ento and the State of California as more particularly described in the Legal Description.

If to Borrower:

Donner Field Senior, L.P.
c/o Eden South Bay, Inc.
22645 Grand Steet
Hayward, CA 94541

With a copy to:

MCC Housing LLC
c/o Merritt Community Capital Corporation
1901 Harrison Street, Suite 1650
Oakland, California 94612
Attention: President & CEO

With a copy to:

Gubb and Barshay LLP
c/o Erica Williams Orcharton
235 Montgomery Street, Suite 1110
San Francisco, CA 94104

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 54 “Note”
Which is Borrower's promissory note made in accordance with the Loan Agreement evidencing the following principal sum or such lesser amount as shall equal the aggregate amount disbursed to Borrower by Lender, with interest.

Which has a principal sum of Two Million and Six Hundred Thousand Dollars and No Cents ($2,600,000.00)
“Regulatory
Agreement”
Which is that certain Regulatory for Residential Rental Property and Declaration of Restrictive Covenants Affecting Real Property entered into by and between Borrower and Lender as additional consideration for Lender making the Loan.

Which is dated: October 20, 2025

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

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

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

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

Borrower and Lender covenant and agree as follows:

27. Payment of Principal and Interest . Borrower shall promptly pay when due the principal and interest, if any, on the indebtedness evidenced by the Note. All payments received by Lender u nder the Note shall be applied by Lender first to interest payable on the Note and thereafter to the unpaid principal of the Note.

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

29. Hazard Insurance. Borrower shall keep the improvements now existing or later erected on the Property insured against loss of fire or hazards under a policy approved by Lender consistent with the insurance requirements of the Loan Agreement.

In addition, Borrower shall i nsure against loss of all furniture, equipment and other personal property owned by Borrower related to Borrower's operation of the Property. Lender shall have the right to hold the policies and policy renewals, and Borrower shall promptly furnish to Lend er all renewal notices and all receipts of paid premiums. In the event of loss, Borrower shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower.

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 55 Unless Lender and Borrower otherwise agree in writing, any such application of insurance proceeds t o principal shall not extend or postpone the due date of any Loan payment or change the amount of such payment. If the Property is acquired by Lender pursuant to this Deed of Trust, all right, title and interest of Borrower in and to any insurance policies and proceeds of such policies resulting from damage to the Property prior to the sale of acquisition shall pass to Lender to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition.

30. Liability Insurance . In add ition to the casualty insurance required under the Loan Agreement during the course of construction, Borrower shall keep comprehensive general liability insurance for the Property in a form and coverage consistent with the provisions of the Loan Agreement and reasonably approved by Lender.

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

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

Any amounts disbursed by Lender pursuant to this Section 6, with interest, shall become additional indebtedness of Borrower secured by this Deed of Trust. Unless Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from Lender to Borrower requesting payment, and shall bear interest from the date of disbursement at the highest rate permissible under applicable law. In any event, this Section shall be construed as a right and an option of Lender and shall not be construed to require Lender to incur any expense or take any action.

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

34. Condemnation. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of all or any part o f the Property, or for conveyance in lieu of condemnation, shall be applied as provided in the Loan Agreement.

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

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

36. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or remedy under this Deed of Trust, or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any such right or remedy.

The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of the indebtedness secured by this Deed of Trust.

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

38. Successors and Assigns Bound; Joint and Several Liability Captions . The covenants and agreements contained in this Deed of Trust shall bind, and the rights under this Deed of Trust shall inure to, the respective successors and assigns of Lender and Borrower, subject to the provisions of Section 15. All covenants and agreements of Borrower shall be joint and several.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 56 The captions and headings of the paragraphs of this Deed of Trust are for convenience only and are not to be used to interpret or to define its provisions.

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

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

41. Acceleration on Transfer or Refinancing of the Property; Assumption . Except as otherwi se provided in the Loan Agreement, if all or any part of the Property or an interest in the Property is sold or Transferred or refinanced by Borrower without Lender's prior written consent, Lender may, at Lender's option, declare all the sums secured by this Deed of Trust to be immediately due and payable. A “Transfer” occurs whenever any of the following occur: 1) the transfer of any partnership interest to or from any partner; 2) the removal, addition, or substitution of one or more of the general or limi ted partners of Borrower; or any change in title to the Property or the Project Lender shall have waived such option to accelerate if, prior to the refinancing, sale or transfer, Lender and the person to whom the Property is to be sold or transferred reac h agreement in writing that the loan may be assumed. If Lender has waived the option to accelerate provided in this Section and if Borrower's successor in interest has executed a written assumption agreement accepted in writing by Lender, Lender shall rel ease Borrower from all obligations under this Deed of Trust and the Loan Agreement.

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

42. Acceleration on Breach; Remedies . Except as provided in Section 15, upon Borrower's breach of any covenant or agreement of Borrower in this Deed of Trust, the Regul atory Agreement, or Loan Agreement, Lender may mail notice to Borrower specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, no less than 30 days from the date the notice is mailed to Borrower, by which breach must be cured; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Propert y.

If the breach is not cured on or before the date specified in the notice , Lender at Lender's option may declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by applicable law. Lender shall be entitled to collect from the Borrower, or sale proceeds, if any, all reasonable costs and expenses incurred in pursuing the remedies provided in this Section, including, but not limited to reasonable attorney's fees.

If Lender invokes the power of sale, Lender shall execute or cause Trustee to execute a written notice of the occurrence of an event of default and of Lender's election to cause the Property to be sold and shall cause such notice to be recorded i n each county in which any portion of the Property is located. Lender or Trustee shall mail copies of such notice in the manner prescribed by applicable law to Borrower and to the other persons prescribed by applicable law. Trustee shall give public notice of sale to the persons and in the manner prescribed by applicable law. After the lapse of such time as may be required by applicable law, Trustee, without demand on Borrower, shall sell the Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of sa le, in one or more parcels and in such order as Trustee may determine. Trustee may postpone sale of all or any parcel of the Property by public announcement at the time and place of any previously scheduled sale. Lender or Lender's designee may purchase the Property at any sale.

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 57

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

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

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

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

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

47. Reconveyance. Upon payment of all sums secured by this Deed of Trust, Lender shall request Trustee to reconvey the Property and shall surrender this Deed of Trust and all notes evidencing indebtedness secured by this Deed of Trust to Trustee.

48. Substitute Trustee. Lender, at Lender's option, may from time to time remove Trustee and appoint a successor trustee to any Trustee appointed under this Deed of Trust. Without conveyance of the Property, the successor trustee shall s ucceed to all the title, power and duties conferred upon the Trustee by this Deed of Trust and applicable law.

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

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

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

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 58

IN WITNESS WHEREOF, Borrower has executed this Deed of Trust.

BORROWER (Trustor):

DONNER FIELD SENIOR, L.P.

By:__________________________________________
Andrea Osgood
Chief of Real Estate Development
and Executive Vice President

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 59 Exhibit 8: HOPWA Trust Deed Form

DEED OF TRUST AND ASSIGNMENT OF RENTS
Donner Field Senior Apartments
HOPWA

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

TERM DEFINITION
“Effective Date” October 20, 2025
“Trustor” and
“Borrower”
Donner Field Senior, L.P., a California limited partnership “Borrower
Address”
22645 Grand Street Hayward, CA 94541
“Trustee” Placer Title Company
“Beneficiary” and
“Lender”
Sacramento Housing and Redevelopment Agency, a joint powers agency “Lender Address” 801 12th Street, Sacramento, California 95814 “Property”
Which is real property located in the County of Sacramento and the State of California as more particularly described in the Legal Description.

If to Borrower:

Donner Field Senior, L.P.
c/o Eden South Bay, Inc.
22645 Grand Steet
Hayward, CA 94541

With a copy to:

MCC Housing LLC
c/o Merritt Community Capital Corporation
1901 Harrison Street, Suite 1650
Oakland, California 94612
Attention: President & CEO

With a copy to:

Gubb and Barshay LLP
c/o Erica Williams Orcharton
235 Montgomery Street, Suite 1110
San Francisco, CA 94104

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 60 “Note”
Which is Borrower's promissory note made in accordance with the Loan Agreement evidencing the following principal sum or such lesser amount as shall equal the aggregate amount disbursed to Borrower by Lender, with interest.

Which has a principal sum of One Million Dollars and No Cents ($1,000,000.00)
“Regulatory
Agreement”
Which is that certain Regulatory for Residential Rental Property and Declaration of Restrictive Covenants Affecting Real Property entered into by and between Borrower and Lender as additional consideration for Lender making the Loan.

Which is dated: October 20, 2025

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

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

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

Borrower and Lender covenant and agree as follows:

53. Payment of Principal and Interest . Borrower shall promptly pay when due the principal and interest, if any, on the indebtedness evidenced by the Note. All payments received by Lender u nder the Note shall be applied by Lender first to interest payable on the Note and thereafter to the unpaid principal of the Note.

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

55. Hazard Insurance. Borrower shall keep the improvements now existing or later erected on the Property insured against loss of fire or hazards under a policy approved by Lender consistent with the insurance requirements of the Loan Agreement.

In addition, Borrower shall i nsure against loss of all furniture, equipment and other personal property owned by Borrower related to Borrower's operation of the Property. Lender shall have the right to hold the policies and policy renewals, and Borrower shall promptly furnish to Lend er all renewal notices and all receipts of paid premiums. In the event of loss, Borrower shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower.

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 61 Unless Lender and Borrower otherwise agree in writing, any such application of insurance proceeds t o principal shall not extend or postpone the due date of any Loan payment or change the amount of such payment. If the Property is acquired by Lender pursuant to this Deed of Trust, all right, title and interest of Borrower in and to any insurance policies and proceeds of such policies resulting from damage to the Property prior to the sale of acquisition shall pass to Lender to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition.

56. Liability Insurance . In add ition to the casualty insurance required under the Loan Agreement during the course of construction, Borrower shall keep comprehensive general liability insurance for the Property in a form and coverage consistent with the provisions of the Loan Agreement and reasonably approved by Lender.

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

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

Any amounts disbursed by Lender pursuant to this Section 6, with interest, shall become additional indebtedness of Borrower secured by this Deed of Trust. Unless Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from Lender to Borrower requesting payment, and shall bear interest from the date of disbursement at the highest rate permissible under applicable law. In any event, this Section shall be construed as a right and an option of Lender and shall not be construed to require Lender to incur any expense or take any action.

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

60. Condemnation. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of all or any part o f the Property, or for conveyance in lieu of condemnation, shall be applied as provided in the Loan Agreement.

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

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

62. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or remedy under this Deed of Trust, or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any such right or remedy.

The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of the indebtedness secured by this Deed of Trust.

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

64. Successors and Assigns Bound; Joint and Several Liability Captions . The covenants and agreements contained in this Deed of Trust shall bind, and the rights under this Deed of Trust shall inure to, the respective successors and assigns of Lender and Borrower, subject to the provisions of Section 15. All covenants and agreements of Borrower shall be joint and several.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 62 The captions and headings of the paragraphs of this Deed of Trust are for convenience only and are not to be used to interpret or to define its provisions.

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

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

67. Acceleration on Transfer or Refinancing of the Property; Assumption . Except as otherwi se provided in the Loan Agreement, if all or any part of the Property or an interest in the Property is sold or Transferred or refinanced by Borrower without Lender's prior written consent, Lender may, at Lender's option, declare all the sums secured by this Deed of Trust to be immediately due and payable. A “Transfer” occurs whenever any of the following occur: 1) the transfer of any partnership interest to or from any partner; 2) the removal, addition, or substitution of one or more of the general or limi ted partners of Borrower; or any change in title to the Property or the Project Lender shall have waived such option to accelerate if, prior to the refinancing, sale or transfer, Lender and the person to whom the Property is to be sold or transferred reac h agreement in writing that the loan may be assumed. If Lender has waived the option to accelerate provided in this Section and if Borrower's successor in interest has executed a written assumption agreement accepted in writing by Lender, Lender shall rel ease Borrower from all obligations under this Deed of Trust and the Loan Agreement.

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

68. Acceleration on Breach; Remedies . Except as provided in Section 15, upon Borrower's breach of any covenant or agreement of Borrower in this Deed of Trust, the Regul atory Agreement, or Loan Agreement, Lender may mail notice to Borrower specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, no less than 30 days from the date the notice is mailed to Borrower, by which breach must be cured; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Propert y.

If the breach is not cured on or before the date specified in the notice , Lender at Lender's option may declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by applicable law. Lender shall be entitled to collect from the Borrower, or sale proceeds, if any, all reasonable costs and expenses incurred in pursuing the remedies provided in this Section, including, but not limited to reasonable attorney's fees.

If Lender invokes the power of sale, Lender shall execute or cause Trustee to execute a written notice of the occurrence of an event of default and of Lender's election to cause the Property to be sold and shall cause such notice to be recorded i n each county in which any portion of the Property is located. Lender or Trustee shall mail copies of such notice in the manner prescribed by applicable law to Borrower and to the other persons prescribed by applicable law. Trustee shall give public notice of sale to the persons and in the manner prescribed by applicable law. After the lapse of such time as may be required by applicable law, Trustee, without demand on Borrower, shall sell the Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of sa le, in one or more parcels and in such order as Trustee may determine. Trustee may postpone sale of all or any parcel of the Property by public announcement at the time and place of any previously scheduled sale. Lender or Lender's designee may purchase the Property at any sale.

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 63

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

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

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

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

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

73. Reconveyance. Upon payment of all sums secured by this Deed of Trust, Lender shall request Trustee to reconvey the Property and shall surrender this Deed of Trust and all notes evidencing indebtedness secured by this Deed of Trust to Trustee.

Trustee shall reconvey the Property witho ut warranty and without charge to the person or persons legally entitled to such reconveyance. Such person or persons shall pay all costs of recordation, if any. The recitals in the reconveyance of any matters or facts shall be conclusive proof of their truthfulness.

74. Substitute Trustee. Lender, at Lender's option, may from time to time remove Trustee and appoint a successor trustee to any Trustee appointed under this Deed of Trust. Without conveyance of the Property, the successor trustee shall succeed to all the title, power and duties conferred upon the Trustee by this Deed of Trust and applicable law.

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

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

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

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 64

IN WITNESS WHEREOF, Borrower has executed this Deed of Trust.

BORROWER (Trustor):

DONNER FIELD SENIOR, L.P.

By:__________________________________________
Andrea Osgood
Chief of Real Estate Development
and Executive Vice President

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 65 Exhibit 9: HOME-HOPWA Regulatory Agreement

REGULATORY AGREEMENT FOR RESIDENTIAL RENTAL PROPERTY

AND DECLARATION OF RESTRICTIVE COVENANTS AFFECTING REAL PROPERTY

HOME INVESTMENT PARTNERSHIPS PROGRAM (HOME),

HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS PROGRAM (HOPWA)

PROJECT NAME: Donner Field Senior Apartments
PROJECT ADDRESS: 4501 9th Avenue, Sacramento, California 95820 APN: 014-0223-004-0000

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

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

1. GENERAL. This Regulatory Agreement includes the Exhibits listed below which are attached to a nd incorporated in this Regulatory Agreement by this reference.

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

TERM DEFINITION
“Effective Date” This Regulatory Agreement shall be effective as of the following date: October 20, 2025 “Agency” Sacramento Housing and Redevelopment Agency
a joint powers agency.
“Agency Address” Agency’s business address is 801 12th Street, Sacramento, California 95814 “Owner” Donner Field Senior, L.P.
“Owner Address” Owner’s business address is as follows: 22645 Grand Street Hayward, CA 94541 “Jurisdiction” City of Sacramento
“Property”
That certain real property which is subject to this Regulatory Agreement as further described in the legal description, attached as Exhibit 1 – Legal Description of the Property and incorporated in this Regulatory Agreement by this reference
“Funding
Agreement”
The Funding Agreement between
Agency and Owner as follows:

Titled: Construction and Permanent Loan
Agreement
Dated: October 20, 2025
“Agency Funding” Agency Funding made by Agency from HOPWA and HOME funds for development & purchase of the Property
“Agency Funding
Amount“
The amount of Agency Funding, as follows: $9,800,000.00 (comprised of $1,000,000 in HOPWA funds and $8,000,000.00 in
HOME funds)
“Plans and
Specifications”
That certain Plans and Specifications related to this Project and approved in writing by Agency on June 27, 2023.
“Proportionate
Agency
Assistance”
The percentage of the Project cost, including without limitation, land, predevelopment and development costs, that is attributable to Agency Funding. For rehabilitation projects, the percentage that Agency Funding bears to the total of the fair market value of the Property before rehabilitation and the total costs of rehabilitation.

25.4%
“Transfer”
A Transfer occurs whenever any of the following occur:

1. The transfer of partnership interests to or from any partner;

2. The removal, addition, or substitution of one or more of the general or limited partners of Owner; or

3. Any change in title to the Property or the Project.
“Funding
Requirements”
The legal restrictions on the use of the funds that Agency has used to make Agency Funding, as applicable to and restricting the Property. The Funding Requirements are set out in Exhibit 2 – Funding Requirements.
“Approved Use”
The only permitted use of the Property, which is as a residential property available for rent by eligible residents pursuant to the HOME and HOPWA Funding Requirements and containing not less than the following number of units:
67 Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 66 “Governmental
Requirement”
All laws, orders, decrees, ordinances, rules and regulations of any United States federal, California state, local, or other governmental entity with statutory or regulatory authority over the Property or the Project.
“Title Policy” A policy issued by Placer Title Company that protects against losses that occur if the property is not free and clear of encumbrances, liens, and defects.

3. RESTRICTED UNITS; APPROVAL OF LEASES.
a. In order to ensure that the proper number and types of units have been rented in accordance with this Regulatory Agreement, Owner is prohibited from leasing any unit within the Project until either the parties have recorded against the Property a list of the Restricted Units or Agency has approved th e individual lease or lease form for the Restricted Units. A “Restricted Unit” is a unit subject to the Agency’s rent and occupancy restrictions as a result of the financial assistance provided by the Agency for the Project. “Rent” means all amounts owed or paid by an Eligible Household reasonably related to an Eligible Household’s occupancy of a Restricted Unit, including without limitation a utility allowance, if any, and any amounts paid to Owner for parking, fees, taxes, pets, or any other expenses required by Agency or the Funding Requirements.

In no event shall the Rent exceed 30% of the Affordability Level defined below in Section 3(c). b. Owner shall ensure that at all times, each of the Restricted Units are leased only to households who meet both of the following requirements:

(1) the household is deemed eligible for assistance in accordance with this Regulatory Agreement, the Funding Requirements, and all applicable Governmental Requirements; and

(2) the household’s annual adjusted income does not exceed the acceptable “Affordability Level,” which is the maximum annual adjusted income most recently established by the United States Department of Housing and Urban Development (HUD) for the Project’s Metropolitan Statistical Area and the household size. (if b oth requirements are met, an “Eligible Household”).

An Eligible Household who meets the Project’s eligibility criteria on the date of the Eligible Household’s initial occupancy shall remain eligible to continue to lease the Restricted Unit where the Eligib le Household resides so long as the Eligible Household’s annual adjusted income does not exceed the Affordability Level as adjusted for the current number of household members. In the event the Project is assisted with more than one source of Agency Funding, Owner shall determine household eligibility based on the Affordability Level stated for the source of assistance provided for each Restricted Unit, respectively.

c. When determining family size for the purposes of determining whether a prospective tena nt qualifies as an Eligible Household, Owner must include all persons applying to reside in the applicable Restricted Unit, except a qualified live -in aid, as determined in accordance with 24 CFR Part 8.

The maximum initial rent for the Restricted Unit shall be the following; provided, however, that upon the request of Owner, Owner and Agency may agree to a schedule of rents for the Restricted Units that complies with the following affordability requirements as of the date when the Project is first made av ailable for occupancy. In any event the maximum rent for the Restricted Units shall not be adjusted not more often than once in a 12 month period.

4. RESTRICTIVE UNITS. Restrictive Units with HOME as its funding source are fixed units if referenced by Apar tment Number or equivalent; otherwise such units are "floating units" in which the number of units of an affordability level and bedroom type remains the same, but the actual designated unit may change from time to time. Notwithstanding any conflicting provision in the Funding Requirements, the Initial Rent per Unit per Month listed in this Regulatory Agreement shall be paramount and controlling.

Agency Funding
Source: Affordability Level:

Number of
Restricted
Units:

Type of Restricted Units:

Maximum
Initial Rent
per
Restricted
Unit per
Month:

HOME 50% Area Median
Income (AMI) 9 One Bedroom $1,206
HOME 60% Area Median
Income (AMI)
29 One Bedroom $1,548

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 67 HOME, HOPWA 60% Area Median
Income (AMI)
5 One Bedroom $1,447

e. In the event of a conflict between the Funding Requirements and this Regulatory Agreement regarding the Initial Rent per Unit per Month, the lowest amount shall control.

5. INCOME TARGETING REQUIREMENTS. Owner shall ensure that during any given fiscal year, at least 40% of Restricted Units that become available are leased to Eligible Households. If Owner has actively marketed the available Restricted Units to Eligible Households and has been unable to achieve the 40% target for admissions, Owner must promptly notify Agency and provide complete records of Owner’s marketing efforts, demonstrate that best efforts were made to fill available Restricted Units with Eligible Households, and certify that Owner is diligently continuing to attempt to meet the 40% target.

It shall be an Event of Default under this Regulatory Agreement if Agency finds, in its sole and absolute discretion, that Owner has not made or is currently not making a diligent effort to meet the 40% target.

6. MANAGEMENT COMPANY; MANAGEMENT AGREEMENT.

a. Owner agrees that at all times the Project shall be managed by a property manager (i) approved by Agency in its reasonable discretion and (ii) who has successfully managed at least five projects over forty units in size and subject to a recorded regulatory agreement for at least three years’ prior to the application, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects (the “Manager”). Owner shall submit to Agency from time to time such information about the background, experience and financial condition of any existing or proposed Manager as Agency may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. Agency reserves the right to conduct periodic reviews of the management practices and of the Manager to determine if the Project is being operated and managed in accordance with the requirements and standards of this Regulatory Agreement. Owner agrees to cooperate with Agency in such reviews.
b. If Agency determines in its reasonable judgment that the Project is not being operated and managed in accordance with one or more of the requirements or standards of the Funding Agreement, Agency may deliver notice to Owner requesting replacement of the Manager, which notice shall state clearly the reasons for such request. Owner agrees that, upon receipt of such notice, Owner shall within 60 days submit to Agency, a propos al to engage a new Manager meeting the requirements of this provision. Agency shall respond within 30 days to such proposal or such approval shall be deemed given. Upon receipt of such consent or deemed consent, Owner shall promptly terminate the existing Manager’s engagement and engage the new Manager.
c. Owner shall not enter into any management agreement or arrangement with any party with respect to the management of the Project without Agency's prior written consent, such consent not to be unreasonably withheld or delayed. Owner shall not materially modify, amend or terminate any approved management agreement (other than as required to comply with the terms of the Funding Agreement and/or applicable law) without Agency's prior written consent, which consen t will not be unreasonably withheld or delayed; provided, however, that Owner shall proceed prompt notice of Agency of such removal.

Agency consent shall not be required to extend the term of an existing management agreement.

Approved Management Company
Eden Housing Property Management

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

Provision Term
Owner agrees to pay an annual administrative fee (“Fee”) to Lender as compensation for monitoring compliance with regulatory restrictions and the administration of the Loan. Borrower shall pay annually a Fee equal to 5 basis points ( 0.05%) of the outstanding bond amount. The Annual Administration Fee shall not be less than fifteen thousand ($15,000) annually. Fee payments shall commence on the Closing Date for the prorated semiannual period from the Closing Date to and including March 31, 2026 , and in equal semiannual installments in advance on each April 1 and October 1 of each year thereafter throughout the t erm of the Regulatory Agreement. In the event that there are multiple loans, only one annual administrative fee will be collected for all Lender loans.
20 Years

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 68

8. REPRESENTATIONS. Agency has provided Agency Funding to Owner to develop the Property, subject to the terms of the Funding Agreement. For purposes of this Section 8, “Property” shall mean Property or Restricted Unit as the context may indicate. This Regulatory Agreement is a substantial part of the consideration to Agency for making Agency Fundi ng. The funds used by Agency under the Funding Agreement are funds from public funding sources administered by Agency and their use is subject to certain requirements some of which are embodied in this Regulatory Agreement. Further, Agency has made Agency Funding in accordance with the laws, rules and regulations to which Agency is subject. Therefore, Agency has made Agency Funding conditioned upon Owner’s agreement, for itself and its successors and assigns, to comply with all provisions of this Regulatory Agreement, including without limitation, the Funding Agreement. Owner represents that it has had full opportunity to make itself independently familiar with such limitations and restrictions, and Owner accepts them and agrees to comply fully with them . As a material inducement to Agency to enter into the Funding Agreement and to give Agency Funding to Owner, Owner unconditionally, and each signatory who signs on its behalf, to the extent of their best knowledge, represents and warrants to Agency, as of the Close of Escrow, as follows:
a. Owner represents that it has had full opportunity to make itself independently familiar with the limitations and restrictions contained herein, and Owner accepts them and agrees to comply fully with them. b. The Plans and Specifications are satisfactory to Owner and the General Contractor and have been approved by Agency and all other construction lenders. There are no structural defects in the Project as shown in the Plans and Specifications that are known to or reasonably should have been known to Owner or its agents and employees, and to the best of Owner’s knowledge, no violation of any Governmental Requirement, including but not limited to an environmental requirement, exists.

c. Owner is duly formed and validly exists in the form stated above, is qualified to do business in California, and has full power to consummate the transactions contemplated.

d. The consummation of the transactions covered by this Regulatory Agreement and the payment and performance of all of the obligations in the Funding Agreement and all documents evidencing, securing, or otherwise related to the Funding Agreement, will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, contract, loan or credit agreement, corporate charter, bylaws, partnership agreement, trust agreement, or other instrument to which Borrower or any of its general partners is a party or by which it or they or the Property may be bound or affected.

e. Owner is the sole legal and beneficial owner of the Property, which is free of all claims, liens, and encumbrances other than those shown in the Title Policy.

f. Owner has not received financing for either the acquisition of the Property, the construction of the Project or the permanent financing of the Project except as has been specifically disclosed to and approved by Agency in writing.

g. All Personalty is vested solely in Owner, free of all claims, liens, and encumbrances, and the security interest of Agency in the Personalty is a first lien.

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

9. COVENANTS. Owner makes the following covenants. Unless Owner has received the prior written consent or Agency approval otherwise, Owner shall fully comply with each and every covenant. Except as otherwise stated in this Regulatory Agreement, the followi ng covenants shall have a term that is the same as the longest term specified in the Funding Requirements.

a. Owner shall use and permit others to use the Property only for the Approved Use. . Additionally, Owner shall not use or permit others to use the Property, in whole or in part, for any “Disapproved Use,” which includes any use not listed as an Approved Use, including but not limited to a liquor store, bar, adult film store, hazardous materials storage or warehousing, tattoo or piercing establishment, pawn shop, check cashing or paycheck advance business, or cannabis sales, including medical cannabis.

b. Owner shall ensure full compliance with the Funding Requirements at all times.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 69 c. Owner shall not convey, Transfer, hypothecate, or otherwise encumber any of the Property or permit the conveyance, Transfer, hypothecation, or encumbrance of the Property unless such conveyance, Transfer, hypothecation, or encumbrance of the Property has received prior, written approval from the Agency and the assignee, transf eree, beneficiary, or encumbrancer has agreed, in writing and in a form suitable for recordation, to be bound by the terms of this Regulatory Agreement.

d. Owner shall not cause and shall not permit expansion, construction, modification reconstruction, or demolition of all or any part of any improvements on the Property, except as provided by the Funding Agreement or as authorized in a written agreement between Agency and Owner that has been executed by Agency’s Executive Director or their designee.

e. During the construction of the Project, Owner shall ensure that any funding received from Agency is used solely for payment of the costs of construction of the Project in accordance with the Plans and Specifications, or for other purposes specified in a written agreement between Agency and Owner that has been executed by Agency’s Executive Director or their designee.

f. During the Term of this Regulatory Agreement, to prevent defects, Owner shall inspect, review, supervise, and assure the high quality and suitability of any construction, demolition, rehabilitation, alteration, or maintenance performed on the Property.

Additionally, Owner shall ensure that any of the above acts are performed in a timely manner.

g. If, at any time, residents of the Project are displaced, Owner shall comply fully with all relocation laws. Owner’s failure to comply with applicable relocation laws is an Event of Default.

h. Owner shall mainta in the Property and all building improvements, grounds and equipment of the Property in good repair and condition and in compliance with all applicable housing quality standards and local code requirements. Owner shall maintain the Property in good condition and shall keep the Property reasonably free from graffiti and unrepaired vandalism and from accumulation of abandoned property, inoperable vehicles, unenclosed storage, debris, waste materials, and hazardous substances. In the event of a casualty loss, Owner shall cause the restoration or replacement of the Property, in a timely manner.

i. Owner shall not cause and shall not permit discrimination based on race, color, national origin, religion, sexual orientation, gender, familial status, age source of in come or disability in the sale, lease, or rental or in the use or occupancy of the Property. Owner covenants by and for him/her/itself, his/her/its heirs, executors, administrators, and assigns, and al l persons claiming under or through them that there sha ll be no discrimination against or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. This covenant against discrimination shall continue in perpetuity.

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

k. Owner shall ensure compliance with the obligations imposed by the federal Personal Responsibility and Work Opportunity Act (Public Law 104-193, commonly known as the Welfare Reform Act) as amended by California Welfare and Institutions Code Section 17851, which restrict Agency funding of federal, state or local benefits to persons who are not citizens or qualified aliens as defined in such act.

l. At or before the close of escrow, Owner shall provide Agency with a detailed resident services plan including but not limited to the following information: (1) identification of all entities responsible for providing resident services to Proje ct tenants and each entity’s role in the provision of those services; (2) a description of the services to be provided; (3) a resident services budget; and (4) Agency approved resident services at the Project according to the schedule of fifteen (15) hours per week and including the following services (the “Resident Services Plan”). Agency shall have the right to reject or approve the Resident Services Plan submitted by Owner. Prior to initial occupancy, Owner must have a Resident Services Plan in place that has been approved in writing by the Agency:

1) An onsite Coordinator who provides services to residents for a minimum of: four (4) hours per week; and

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

i) Educational classes such as nutrition, exercise, health resources, health insurance application assistance, annual onsite health fair, English as a Second Language (ESL) classes; ii) Socialization activities such as bingo, gardening and community building eve nts; and iii) Other services such as transportation assistance, counseling assistance and employee readiness and job search assistance.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 70

m. Beginning at initial occupancy of the Project, Owner shall ensure the resident services are provided to Project residents at all times in accordance with the Resident Services Plan. Beginning at initial occupancy of the Project, and at all times during the Term of this Regulatory Agreement, Owner shall deliver to Agency a once -quarterly report that includes information deemed necessary by the Agency to evaluate the resident services being provided at the Project, including but not limited to: the schedule of services and activities offered, the efforts made by Owner or resident services providers to advertise the activities and services, the number of Tenants served by each service or activity per week, the demographics of the Tenants served by each service or activity per week.

n. Owner shall ensure that the resident services offered at the Property are reasonably tailored to the needs of the Project’s resident community. Beginning at 75% occupancy of the Project’s residential units, Owner shall ensure that, at least once annually, the needs of the Project’s resident community are evaluated and, if necessary, the Resident Services Plan is amended to best suit the Project residents’ needs. The Resident Services Plan is not amended until the Agency provides written consent to the amendment.

o. At least once every calendar year, Owner shall deliver to Agency a “ Needs Assessment Report ,” which describes the following information in sufficient detail for the Agency to determine whether the needs assessment performed was adequate and whether the Resident Services Plan is adequately tailored to the Project’s needs:

1) the methodology used by Owner to determine the Project community’s needs;

2) a summary of the data collected about the Project community’s needs;

3) a summary of the data collected about the utilization of the existing resident services provided at the Project; and

4) an explanation of Owner’s decision to maintain the current Resident Services Plan or to amend the Resident Services Plan.

p. If Agency determines the Owner’s efforts to assess the Project residents’ needs or to tailor the Resident Services Plan to the Project’s residents’ needs are inadequate, Agency shall provide notice to Owner, and Owner shall remedy the deficiencies identified by Agency within 45 days of deemed delivery of such notice. Failure to remedy such deficiencies in a timely manner shall be an Event of Default.

q. Owner shall not permit any entity to provide resident services at the Project without the Agency’s prior approval of such entity, such approval to be given, withheld, or revoked at any time upon Agency’s determination, in Agency’s sole and absolute discretion, that the resident services provider is not performing satisfactorily. Upon deemed delivery of notice from the Agency to Owner of the Agency’s determination that any resident services provider is performing or has performed unsatisfactorily to the Agency, Owner must ensure that such provider is removed and replaced with a new Agency-approved service provider within 60 days. Failure to timely remove and replace such service provider shall be an Event of Default under this Regulatory Agreement.

r. Subject to Agency’s written approval, Owner shall obtain and maintain for the life of this Regulatory Agreement an Agency approved, top quality property management agreement with a duly accredited real estate property management company for the management of the P roperty, and shall assure compliance of the property manager with the property management agreement. Agency shall have the right to review and approve or reject any proposed changes to scope of said agreement and to changes in the real estate property management company prior to making such changes. Any such changes made without Agency approval shall be an Event of Default under this Regulatory Agreement. Agency approval of a property management company or a property management agreement is fully revocabl e with 60 days’ notice from Agency. Upon the effective date of the revocation of Agency approval of a property management company or a property management agreement, the maintenance by Owner of the disapproved property management company or property manage ment agreement, whichever applies, shall constitute an Event of Default under this Regulatory Agreement.

s. Owner shall not pass utility charges paid by Owner, including water, sewer, and garbage collection charges, through to any Tenant as an add-on to their contracted rent subject to adjustments permitted by applicable utility allowances.

t. Owner shall not make any Tenant’s payment of rental insurance premiums a condition of occupancy. If Owner require renters’ insurance, the policy premium must be deducted from the Tenant’s Rent. Owner shall not add the insurance premium to the Tenant’s Rent in either the initial year at any time thereafter.

u. Owner shall ensure all of the units, indoor common areas and buildings are smoke free.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 71

10. NATURE OF COVENANTS. The provisions contained in this Regulatory Agreement are covenants which subject and burden the Property, as covenants running with the land. It is intended and agreed that the agreements and covenants provided in this Regulatory Agreement shall be covenants running with the land and equitable servitudes on the land and that they shall, in any event, and without regard to technical classifications or designation, be binding, to the fullest extent permitted by law and equity, for the benefit and in favor of, and enforceable by, Agency, Agency's successors and assigns, any other governmental entity acting within its authority, and any successor in interest to Agency's interest under this Regulatory Agreement against Owner, its successors and assigns and every successor in interest to all or any part of the Property.

11. TERM. The “Term” of this Regulatory Agreement shall commence on the Effective Date and continue until the terms of all of the covenants, including without limitation, the terms stated in the Funding Requirements, have expired or otherwise been terminated. Unless a longer term is stated in the Funding Requirements, the term of this Regulatory Agreement shall be twenty (20) years from the Effective Date.

12. EXPIRATION OF AFFORDABILITY PERIOD. Owner agrees the rent of "in -place” Tenants at the conclusion of the Term will continue to be governed by the applicable Affordability Restrictions for as long as those Tenants continue to reside in the Project.

13. MULTIPLE FUNDING REQUIREMENTS. If more than one form of Funding Requirements is attached, each Restricted Unit shall be subject to the Funding Requirements for every Funding Source applied to the respective Restricted Unit. If the terms of the Funding Requirements shall conflict as to any Restricted Unit, the Funding Requirements shall be construed so as to meet all applicable requirements for the respective Restricted Unit, including without limitation the use of the most restrictive requirements and the use of the “Recapture” formula that results in the greatest repayment to Agency.

14. RECORDKEEPING AND REPORTING. Upon request of Agency, Owner shall promptly provide any additional information or documentation requested in writing by Agency to verify Owner's compliance with the provisions of this Regulatory Agreement. At the written request of Agency, Owner shall, within a reasonable time following receipt of such request, furnish reports and shall give specific answers to questions u pon which information is desired from time to time relative to the income, assets, liabilities, contracts, operations, and condition of the property and the status of any deeds of trust encumbering the Property.

15. AUDIT AND INSPECTION. The Property and all related equipment, buildings, plans, offices, books, contracts, records, documents and other related papers shall at all times be maintained in reasonable condition for audit and shall be subject to examination by Agency or its agent at any time without prior notice. The books and accounts of the operations of the Property shall be kept in accordance with generally accepted accounting principles. Owner shall provide Agency access to the Property and its tenants during reasonable hours for the purpose of reviewing Owner’s compliance with this Regulatory Agreement.

16. INDEMNITY FOR OWNER’S FAILURE TO MEET LEGAL REQUIREMENTS. Owner shall indemnify and hold Agency, its officers, directors, and employees harmless from any and all liability arising from Owner’s failure to comply with the covenants, conditions and restrictions contained in this Regulatory Agreement or to comply with all other laws, rules, regulations and restrictions related to the use of Agency Funding. Without limitation, such indemnity shall include repayment to the appropriate parties of rents or sales proceeds in excess of amounts authorized to be charged and repayment to Agency of the costs of funds and the value of lost opportunities resulting from the required repayment by Agency to the fun ding source of funds improperly used.

17. CHANGES WITHOUT CONSENT OTHERS. Only Agency and its successors and assigns, and Owner (subject to the reasonable approval of Owner's lender) shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants or restrictions contained in this Regulatory Agreement without the consent of any easement holder, licensee, other mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property.

18. DEFAULT. Upon a breach of any of the provisions of this Regulatory Agreement by Owner, Agency may give written notice of such breach to Owner by registered or certified mail. If such violation is not corrected to the satisfaction of Agency within thirty (30) days after the date such notice is mailed or within such further time as Agency may determine in its sole and absolute discretion is necessary to correct the breach, and without further notice to Owner, Agency may declare a default under this Regulatory Agreement, effective on the date of such declaration of default, and upon such default Agency may:
(a) during the term of the Funding Agreement take any action then available under the Funding Agreement for a default under the Funding Agreement; (b) apply to any court for specific performance of this Regulatory Agreement, (c) apply to any court for an injunction against any violation of this Regulatory Agreement; (d) apply to any court for the appointment of a receiver

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 72 to take over and operate the Property in accordance with the terms of this Regulatory Agreement, (e) apply to any court for money damages; or (f) apply to any court or other tribunal for such other relief as may be appropriate. The parties agree th e injury to Agency arising from a default under any of the terms in this Regulatory Agreement would be irreparable, and the amount of damage would be difficult to ascertain.

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

20. BINDING SUCCESSORS IN INTEREST. This Regulatory Agreement shall b ind and the benefits shall inure to Owner, its successors in interest and assigns, and to Agency and its successors for the term of this Regulatory Agreement.

21. CONTRADICTORY AGREEMENTS. Owner warrants that it has not, and will not, execute any other agree ment with provisions contradictory of or in opposition to, the provisions of this Regulatory Agreement, and that, in any event, the requirements of this Regulatory Agreement are paramount and controlling as to the rights and obligations set forth and supersede any other requirements in conflict with this Regulatory Agreement.

22. COMPLIANCE AMENDMENTS. If revisions to the provisions of this Regulatory Agreement are necessitated to comply with the laws or regulations governing Agency Funding, Owner agrees to execute modifications to this Regulatory Agreement that are needed to comply with such laws or regulations.

23. ATTORNEYS' FEES. If the services of any attorney are required by any party to secure the performance of this Regulatory Agreement or otherwise upon t he breach of default of another party, or if any judicial remedy or mediation is necessary to enforce or interpret any provision of this Regulatory Agreement or the rights and duties of any person in relation to this Regulatory Agreement, the prevailing pa rty shall be entitled to reasonable attorneys' fees and costs in addition to any other relief to which such party may be entitled. Any award of damages following judicial remedy shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law. The prevailing party shall mean the party receiving a judgment in its favor, unless the award or judgment is less favorable than the best settlement offered in writing in a reasonable manner by the other party, in which case the prevailing party is the other party.

24. SEVERABILITY. The invalidity or unenforceability of any clause, part or provision of this Regulatory Agreement shall not affect the validity of the remaining portions.

25. ELECTION OF REMEDIES. To the extent applicable, in the event of any breach of any covenant, condition or restriction contained in this Regulatory Agreement, Agency shall reasonably endeavor to remedy such breach by conference and conciliation. If, in the opinion of Agency, Agency and Owner are unable mutually to agree upon a suitable remedy or the circumstances so warrant, such breach may be enjoined or abated by appropriate proceedings brought by Agency.

Agency may institute or prosecute in its own name, any suit Agency may consider advisable in order to compel performance of any obligation of any owner to develop and maintain the subject property in conformity with this Regulatory Agreement and to remedy any default of this Regulatory Agreement. Agency may also seek a decree requiring removal of any improvements constructed on the Property which improvements are designed for uses not permitted under this Regulatory Agreement and which improvements are unsuitable only for uses not permitted under this Regulatory Agreement.

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

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

27. NOTICES. Written notices and other written communications by and between the parties shall be addressed to Owner at Owner’s Address and to Agency at Agency Address or such other address as each respective party has designated by written notice to the other party.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 73 THE PARTIES HAVE EXECUTED THIS REGULATORY AGREEMENT in Sacramento, California as of the Effective Date

OWNER :

DONNER FIELD SENIOR, L.P.

By: _______________________________________
Andrea Osgood
Chief of Real Estate Development and Executive
Vice President

AGENCY:

Sacramento Housing and Redevelopment Agency

By: _______________________________________
Interim Executive Director

Approved as to form: _________________________
Agency Counsel

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 74 Exhibit 10: MHSA Regulatory Agreement

REGULATORY AGREEMENT FOR RESIDENTIAL RENTAL PROPERTY

AND DECLARATION OF RESTRICTIVE COVENANTS AFFECTING REAL PROPERTY MHSA

PROJECT NAME: Donner Field Senior Apartments
PROJECT ADDRESS: 4501 9th Avenue, Sacramento, California 95820 APN: 014-0223-004-0000

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

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

28. GENERAL. This Regulatory Agreement includes the Exhibits listed below which are attached to and incorporated in this Regulatory Agreement by this reference.

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

TERM DEFINITION
“Effective Date” This Regulatory Agreement shall be effective as of the following date: October 20, 2025 “Agency” Sacramento Housing And Redevelopment Agency
a joint powers agency.
“Agency Address” Agency’s business address is 801 12th Street, Sacramento, California 95814 “Owner” Donner Field Senior, L.P.
“Owner Address” Owner’s business address is as follows: 22645 Grand Street Hayward, CA 94541 “Jurisdiction” City of Sacramento
“Property”
That certain real property which is subject to this Regulatory Agreement as further described in the legal description, attached as Exhibit 1 – Legal Description of the Property and incorporated in this Regulatory Agreement by this reference
“Funding
Agreement”
The Funding Agreement between
Agency and Owner as follows:

Titled: Construction and Permanent Loan
Agreement
Dated: October 20, 2025
“Agency Funding” Agency Funding made by Agency from MHSA funds for the development & purchase of the Property
“Agency Funding
Amount“
The amount of Agency Funding, as follows: $2,600,000.00 (Two Million and Six
Hundred Thousand
Dollars and No Cents)
“Plans and
Specifications”
That certain Plans and Specifications related to this Project and appr oved in writing by Agency on June 27, 2023.
“Proportionate
Agency
Assistance”
The percentage of the Project cost, including without limitation, land, predevelopment and development costs, that is attributable to Agency Funding. For rehabilitation projects, the percentage that Agency Funding bears to the total of the fair market value of the Property before rehabilitation and the total costs of rehabilitation.

6.5%
“Transfer”
A Transfer occurs whenever any of the following occur:

4. The transfer of partnership interests to or from any partner;

5. The removal, addition, or substitution of one or more of the general or limited partners of Owner; or

6. Any change in title to the Property or the Project.
“Funding
Requirements”
The legal restrictions on the use of the funds that Agency has used to make Agency Funding, as applicable to and restricting the Property. The Funding Requirements are set out in Exhibit 2 – Funding Requirements.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 75 “Approved Use”
The only permitted use of the Property, which is as a residential property available for rent by eligible residents pursuant to the MHSA Funding Requirements and containing not less than the following number of units:
67 “Governmental
Requirement”
All laws, orders, decrees, ordinances, rules and regulations of any United States federal, California state, local, or other governmental entity with statutory or regulatory authority over the Property or the Project.
“Title Policy” A policy issued by Placer Title Company that protects against losses that occur if the property is not free and clear of encumbrances, liens, and defects.

30. RESTRICTED UNITS; APPROVAL OF LEASES.
a. In order to ensure that the proper number and types of units have been rented in accordance with this Regulatory Agreement, Owner is prohibited from leasing any unit within the Project until either the parties have recorded against the Property a list of the Restricted Units or Agency has approved the individual le ase or lease form for the Restricted Units. A “Restricted Unit” is a unit subject to the Agency’s rent and occupancy restrictions as a result of the financial assistance provided by the Agency for the Project. “Rent” means all amounts owed or paid by an Eligible Household reasonably related to an Eligible Household’s occupancy of a Restricted Unit, including without limitation a utility allowance, if any, and any amounts paid to Owner for parking, fees, taxes, pets, or any other expenses required by Agency or the Funding Requirements.

(1) the household is deemed eligible for assistance in accordance with this Regulatory Agreement, the Funding Requirements, and all applicable Governmental Requirements; and

(2) the household’s annual adjusted income does not exceed the acceptable “Affordability Level,” which is the maximum annual adjusted income most recently established by the United States Department of Housing and Urban Development (HUD) for the Project’s Metropolitan Statistical Area and the household size. (if both requirement s are met, an “Eligible Household”).

An Eligible Household who meets the Project’s eligibility criteria on the date of the Eligible Household’s initial occupancy shall remain eligible to continue to lease the Restricted Unit where the Eligible Household re sides so long as the Eligible Household’s annual adjusted income does not exceed the Affordability Level as adjusted for the current number of household members; provided that the preceding sentence shall be subject to Section 13 of this Regulatory Agreement and Section 4(b) of the Bond Regulatory Agreement (as defined in Section 13) with respect to units regulated by the Bond Regulatory Agreement. In the event the Project is assisted with more than one source of Agency Funding, Owner shall determine household eligibility based on the Affordability Level stated for the source of assistance provided for each Restricted Unit, respectively.

c. When determining family size for the purposes of determining whether a prospective tenant qualifies as an Eligible Household, Owner must include all persons applying to reside in the applicable Restricted Unit, except a qualified live -in aid, as determined in accordance with 24 CFR Part 8.

The maximum initial rent for the Restricted Unit shall be the following; provided, however, that upon the request of Owner, Owner and Agency may agree to a schedule of rents for the Restricted Units that complies with the following affordability requirements as of the date when the Project is first made available for occupancy. In any event the maximum rent for the Restricted Units shall not be adjusted not more often than once in a 12-month period.

31. Notwithstanding any conflicting provision in the Funding Requirements, the Initial Rent per Unit per Month listed in this Regulatory Agreement shall be paramount and controlling.

Agency Funding
Source: Affordability Level:

Number of
Restricted
Units:

Type of Restricted
Units:

Maximum Initial Rent
per Restricted Unit per
Month:

MHSA 30% Area Median
Income (AMI) 17 One Bedroom $772

e. In the event of a conflict between the Funding Requirements and this Regulatory Agreement regarding the Initial Rent per Unit per Month, the lowest amount shall control.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 76

32. INCOME TARGETING REQUIREMENTS. Owner shall ensure that during any given fiscal year, at least 40% of Restricted Units that become available are leased to Eligible Households. If Owner has actively marketed the available Restricted Units to Eligible Households and has been unable to achieve the 40% target for admissions, Owner must promptly notify Agency and provide complete records of Owner’s marketing efforts, demonstrate that best efforts were made to fill available Restricted Units with Eligible Households, and certify that Owner is diligently continuing to attempt to meet the 40% target.

33. MANAGEMENT COMPANY; MANAGEMENT AGREEMENT.

a. Owner agrees that at all times the Project shall be managed by a property manager (i ) approved by Agency in its reasonable discretion and (ii) who has successfully managed at least five projects over forty units in size and subject to a recorded regulatory agreement for at least three years’ prior to the application, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects (the “Manager”). Owner shall submit to Agency from time to time such information about the bac kground, experience and financial condition of any existing or proposed Manager as Agency may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. Agency reserves the right to conduct periodic reviews of the management practices and of the Manager to determine if the Project is being operated and managed in accordance with the requirements and standards of this Regulatory Agreement. Owner agrees to cooperate with Agency in such reviews.
b. If Agency dete rmines in its reasonable judgment that the Project is not being operated and managed in accordance with one or more of the requirements or standards of the Funding Agreement, Agency may deliver notice to Owner requesting replacement of the Manager, which notice shall state clearly the reasons for such request. Owner agrees that, upon receipt of such notice, Owner shall within 60 days submit to Agency, a proposal to engage a new Manager meeting the requirements of this provision. Agency shall respond withi n 30 days to such proposal or such approval shall be deemed given. Upon receipt of such consent or deemed consent, Owner shall promptly terminate the existing Manager’s engagement and engage the new Manager.
c. Owner shall not enter into any management agreement or arrangement with any party with respect to the management of the Project without Agency's prior written consent, such consent not to be unreasonably withheld or delayed. Owner shall not materially modify, amend or terminate any approved management a greement (other than as required to comply with the terms of the Funding Agreement and/or applicable law) without Agency's prior written consent, which consent will not be unreasonably withheld or delayed; provided, however, that Owner shall proceed prompt notice of Agency of such removal.

Agency consent shall not be required to extend the term of an existing management agreement.

Approved Management Company
Eden Housing Property Management

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

35. REPRESENTATIONS. Agency has provided Agency Funding to Owner to develop the Property, subject to the terms of the Funding Agreement. For purposes of this Section 8, “Property” shall mean Property or Restricted Unit as the context may indicate. This Regulatory Agreement is a substantial part of the consideration to Agency for making Agency Funding.

The funds used by Agency under the Funding Agreement are funds from public funding sources administered by Agency and

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 77 their use is subject to certain requirements some of which are embodied in this Regulatory Agreement. Further, Agency has made Agency Funding in accordance with the laws, rules and regulations to which Agency is subject. Therefore, Agency has made Agency Funding conditioned upon Owner’s agreement, for itself and its successors and assigns, to comply with all provisions of this Regulatory Agreement, including without limitation, the Funding Agreement. Owner represents that it has had full opportunity to make itself independently familiar with such limitations and restrictions, and Owner accepts them and agrees to comply fully with them. As a material inducement to Agency to enter into the Funding Agreement and to give Agency Funding to Owner, Owner unconditionally, and each signatory who signs on its behalf, to the extent of their best knowledge, represents and warrants to Agency, as of the Close of Escrow, as follows:
a. Owner represents that it has had full opportunity to make itself independently familiar with the limitations and restrictions contained herein, and Owner accepts them and agrees to comply fully with them. b. The Plans and Specifications are satisfactory to Owner and the General Contractor and have been approved by Agency and all other construction lenders. There are no structural defects in the Project as shown in the Plans and Specifications that are known to or reasonably should have been known to Owner or its agents and employees, and to the best of Owner’s knowledge, no violation of any Governmental Requirement, including but not limited to an en vironmental requirement, exists.

c. Owner is duly formed and validly exists in the form stated above, is qualified to do business in California, and has full power to consummate the transactions contemplated.

e. Owner is the sole legal and beneficial owner of the Property, which is free of all claims, liens, and encumbrances other than those shown in the Title Policy.

f. Owner has not received financing for either t he acquisition of the Property, the construction of the Project or the permanent financing of the Project except as has been specifically disclosed to and approved by Agency in writing.

g. All Personalty is vested solely in Owner, free of all claims, liens, and encumbrances, and the security interest of Agency in the Personalty is a first lien.

36. COVENANTS. Owner makes the following covenants. Unless Owner has received the prior written consent or Agency approval otherwise, Owner shall fully comply with each and every covenant. Except as otherwise stated in this Regulatory Agreement, the following covenants shall have a term that is the same as the longest term specified in the Funding Requirements.

a. Owner shall use and permit others to use the Property only for the Approved Use. . Additionally, Owner shall not use or permit others to use the Property, in whole or in part, for any “Disapproved Use,” which includes any use not listed as an Approved Use, including but not limited to a liquor store, bar, adult film store , hazardous materials storage or warehousing, tattoo or piercing establishment, pawn shop, check cashing or paycheck advance business, or cannabis sales, including medical cannabis.

b. Owner shall ensure full compliance with the Funding Requirements at all times.

c. Owner shall not convey, Transfer, hypothecate, or otherwise encumber any of the Property or permit the conveyance, Transfer, hypothecation, or encumbrance of the Property unless such conveyance, Transfer, hypothecation, or encumbrance of the Proper ty has received prior, written approval from the Agency and the assignee, transferee, beneficiary, or encumbrancer has agreed, in writing and in a form suitable for recordation, to be bound by the terms of this Regulatory Agreement.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 78

Additionally, Owner shall ensure that any of the above acts are performed in a timely manner.

g. If, at any time, residents of the Project are displaced, Owner shall comply fully with all relocation laws. Owner’s failure to comply with applicable relocation laws is an Event of Default.

h. Owner shall maintain the Property and a ll building improvements, grounds and equipment of the Property in good repair and condition and in compliance with all applicable housing quality standards and local code requirements. Owner shall maintain the Property in good condition and shall keep the Property reasonably free from graffiti and unrepaired vandalism and from accumulation of abandoned property, inoperable vehicles, unenclosed storage, debris, waste materials, and hazardous substances. In the event of a casualty loss, Owner shall cause the restoration or replacement of the Property, in a timely manner.

i. Owner shall not cause and shall not permit discrimination based on race, color, national origin, religion, sexual orientation, gender, familial status, age source of income or disability in the sale, lease, or rental or in the use or occupancy of the Property. Owner covenants by and for him/her/itself, his/her/its heirs, executors, administrators, and assigns, and al l persons claiming under or through them that there shall be no discriminati on against or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. This covenant against discrimination shall continue in perpetuity.

l. At or before the close of escrow, Owner shall provide Agency with a detailed resident services plan including but not limited to the following information: (1) identification of all entities responsible for providing resident services to Proje ct tenants and each entity’s role in the provision of those services; (2) a description of the services to be provided; (3) a resident services budget; and (4) Agency approved resident services at the Project according to the schedule of fifteen (15) hours per week and including the following services ( the “Resident Services Plan”). Agency shall have the right to reject or approve the Resident Services Plan submitted by Owner. Prior to initial occupancy, Owner must have a Resident Services Plan in place that has been approved in writing by the Agency:

1) An onsite Coordinator who provides services to residents for a minimum of: four (4) hours per week; and

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

i) Educational classes such as nutritio n, exercise, health resources, health insurance application assistance, annual onsite health fair, English as a Second Language (ESL) classes; ii) Socialization activities such as bingo, gardening and community building events; and iii) Other services such as tran sportation assistance, counseling assistance and employee readiness and job search assistance.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 79 information deemed necessary by the Agency to evaluate t he resident services being provided at the Project, including but not limited to: the schedule of services and activities offered, the efforts made by Owner or resident services providers to advertise the activities and services, the number of Tenants served by each service or activity per week, the demographics of the Tenants served by each service or activity per week.

1) the methodology used by Owner to determine the Project community’s needs;

2) a summary of the data collected about the Project community’s needs;

3) a summary of the data collected about the utilization of the existing resident services provided at the Project; and

4) an explanation of Owner’s decision to maintain the current Resident Services Plan or to amend the Resident Services Plan.

p. If Agency determines the Owner’s efforts to assess the Project residents’ needs or to tailor the Resident Services Plan to the Project’s residents’ needs are inadequate, Agency sha ll provide notice to Owner, and Owner shall remedy the deficiencies identified by Agency within 45 days of deemed delivery of such notice. Failure to remedy such deficiencies in a timely manner shall be an Event of Default.

q. Owner shall not permit any enti ty to provide resident services at the Project without the Agency’s prior approval of such entity, such approval to be given, withheld, or revoked at any time upon Agency’s determination, in Agency’s sole and absolute discretion, that the resident services provider is not performing satisfactorily. Upon deemed delivery of notice from the Agency to Owner of the Agency’s determination that any resident services provider is performing or has performed unsatisfactorily to the Agency, Owner must ensure that such provider is removed and replaced with a new Agency-approved service provider within 60 days. Failure to timely remove and replace such service provider shall be an Event of Default under this Regulatory Agreement.

r. Subject to Agency’s written approval, Ow ner shall obtain and maintain for the life of this Regulatory Agreement an Agency approved, top quality property management agreement with a duly accredited real estate property management company for the management of the Property, and shall assure compli ance of the property manager with the property management agreement. Agency shall have the right to review and approve or reject any proposed changes to scope of said agreement and to changes in the real estate property management company prior to making such changes. Any such changes made without Agency approval shall be an Event of Default under this Regulatory Agreement. Agency approval of a property management company or a property management agreement is fully revocable with 60 days’ notice from Agen cy. Upon the effective date of the revocation of Agency approval of a property management company or a property management agreement, the maintenance by Owner of the disapproved property management company or property management agreement, whichever applies, shall constitute an Event of Default under this Regulatory Agreement.

u. Owner shall ensure all of the units, indoor common areas and buildings are smoke free.

37. NATURE OF COVENANTS. The provisions contained in this Regulatory Agreement are covenants which subject and burden the Property, as covenants running with the land. It is intended and agreed that the agreements and covenants provided in this Regulatory Agreement shall be covenants running with the land and equitable servitudes on the land and that they shall,

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 80 in any event, and without regard to technical classifications or designation, be binding, to the fullest extent permitted by law and equity, for the benefit and in favor o f, and enforceable by, Agency, Agency's successors and assigns, any other governmental entity acting within its authority, and any successor in interest to Agency's interest under this Regulatory Agreement against Owner, its successors and assigns and every successor in interest to all or any part of the Property.

38. TERM. The “Term” of this Regulatory Agreement shall commence on the Effective Date and continue until the terms of all of the covenants, including without limitation, the terms stated in the Fund ing Requirements, have expired or otherwise been terminated. Unless a longer term is stated in the Funding Requirements, the term of this Regulatory Agreement shall be Twenty (20) years from the Effective Date.

39. EXPIRATION OF AFFORDABILITY PERIOD. Owner a grees the rent of "in -place” Tenants at the conclusion of the Term will continue to be governed by the applicable Affordability Restrictions for as long as those Tenants continue to reside in the Project.

40. MULTIPLE FUNDING REQUIREMENTS; BOND REGULATORY AGREEMENT. If more than one form of Funding Requirements is attached, each Restricted Unit shall be subject to the Funding Requirements for every Funding Source applied to the respective Restricted Unit. If the terms of the Funding Requirements shall confli ct as to any Restricted Unit, the Funding Requirements shall be construed so as to meet all applicable requirements for the respective Restricted Unit, including without limitation the use of the most restrictive requirements and the use of the “Recapture” formula that results in the greatest repayment to Agency. If the terms of this Regulatory Agreement shall conflict as to the Regulatory Agreement and Declaration of Restrictive Covenants, dated as of the Effective Date (the “Bond Regulatory Agreement”) , between the Housing Authority of the City of Sacramento and the Borrower, this Regulatory Agreement shall be construed so as to meet all applicable requirements of the Bond Regulatory Agreement, including without limitation the use of the most restrictive requirements therein.

41. RECORDKEEPING AND REPORTING. Upon request of Agency, Owner shall promptly provide any additional information or documentation requested in writing by Agency to verify Owner's compliance with the provisions of this Regulatory Agreement. At the written request of Agency, Owner shall, within a reasonable time following receipt of such request, furnish reports and shall give specific answers to questions upon which information is desired from time to time relative to the income, assets, liabilities, contracts, operations, and condition of the property and the status of any deeds of trust encumbering the Property.

42. AUDIT AND INSPECTION. The Property and all related equipment, buildings, plans, offices, books, contracts, records, documents and other related papers shall at all times be maintained in reasonable condition for audit and shall be subject to examination by Agency or its agent at any time without prior notice. The books and accounts of the operations of the Property shall be kept in accordance with generally accepted accounting principles. Owner shall provide Agency access to the Property and its tenants during reasonable hours for the purpose of reviewing Owner’s compliance with this Regulatory Agreement.

43. INDEMNITY FOR OWNER’S FAILURE TO MEET LEGAL REQUIREMENTS. Owner shall indemnify and hold Agency, its officers, directors, and employees harmless from any and all liability arising from Owner’s failure to comply with the covenants, conditions and restrictions contained in thi s Regulatory Agreement or to comply with all other laws, rules, regulations and restrictions related to the use of Agency Funding. Without limitation, such indemnity shall include repayment to the appropriate parties of rents or sales proceeds in excess of amounts authorized to be charged and repayment to Agency of the costs of funds and the value of lost opportunities resulting from the required repayment by Agency to the funding source of funds improperly used.

44. CHANGES WITHOUT CONSENT OTHERS. Only Agen cy and its successors and assigns, and Owner (subject to the reasonable approval of Owner's lender) shall have the right to consent and agree to changes in, or to eliminate in whole or i n part, any of the covenants or restrictions contained in this Regulatory Agreement without the consent of any easement holder, licensee, other mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property.

45. DEFAULT. Upon a breach of any of the provisions of this Regulatory Agreement by Owner, Agency may give written notice of such breach to Owner by registered or certified mail. If such violation is not corrected to the satisfaction of Agency within thirty (30) da ys after the date such notice is mailed or within such further time as Agency may determine in its sole and absolute discretion is necessary to correct the breach, and without further notice to Owner, Agency may declare a default under this Regulatory Agre ement, effective on the date of such declaration of default, and upon such default Agency may:
(a) during the term of the Funding Agreement take any action then available under the Funding Agreement for a default under the Funding Agreement; (b) apply to any court for specific performance of this Regulatory Agreement, (c) apply to any court

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 81 for an injunction against any violation of this Regulatory Agreement; (d) apply to any court for the appointment of a receiver to take over and operate the Property in a ccordance with the terms of this Regulatory Agreement, (e) apply to any court for money damages; or (f) apply to any court or other tribunal for such other relief as may be appropriate. The parties agree th e injury to Agency arising from a default under a ny of the terms in this Regulatory Agreement would be irreparable, and the amount of damage would be difficult to ascertain.

46. REGULATORY AGREEMENT VIOLATIONS. Owner shall pay the program compliance fees and expenses to Agency set forth in Compliance Viola tions and Actions (Exhibit 3 - Compliance Violations and Actions) in reimbursement of the amounts and time expended by Agency to insure Owner’s compliance with State statutes and federal regulations and Owner’s obligations under this Regulatory Agreement as a result of Owner not meeting its obligations and reporting requirements. No compliance fee will be assessed for one incident of each type of compliance violation per annual inspection provided the violation is corrected within the specified corrective t ime period. The second and subsequent violations will be assessed compliance fees as detailed in the Compliance Violations and Actions tables.

47. BINDING SUCCESSORS IN INTEREST. This Regulatory Agreement shall bind and the benefits shall inure to Owner, it s successors in interest and assigns, and to Agency and its successors for the term of this Regulatory Agreement.

48. CONTRADICTORY AGREEMENTS. Owner warrants that it has not, and will not, execute any other agreement with provisions contradictory of or in o pposition to, the provisions of this Regulatory Agreement, and that, in any event, the requirements of this Regulatory Agreement are paramount and controlling as to the rights and obligations set forth and supersede any other requirements in conflict with this Regulatory Agreement.

49. COMPLIANCE AMENDMENTS. If revisions to the provisions of this Regulatory Agreement are necessitated to comply with the laws or regulations governing Agency Funding, Owner agrees to execute modifications to this Regulatory Agreement that are needed to comply with such laws or regulations.

50. ATTORNEYS' FEES. If the services of any attorney are required by any party to secure the performance of this Regulatory Agreement or otherwise upon the breach of default of another party, or if any judicial remedy or mediation is necessary to enforce or interpret any provision of this Regulatory Agreement or the rights and duties of any person in relation to this Regulatory Agreement, the prevailing party shall be entitled to reasonable att orneys' fees and costs in addition to any other relief to which such party may be entitled. Any award of damages following judicial remedy shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law. The prevailing party shall mean the party receiving a judgment in its favor, unless the award or judgment is less favorable than the best settlement offered in writing in a reasonable manner by the other party, in which case the prevailing party is the other party.

51. SEVERABILITY. The invalidity or unenforceability of any clause, part or provision of this Regulatory Agreement shall not affect the validity of the remaining portions.

52. ELECTION OF REMEDIES. To the extent applicable, in the event of any breach of any covenant, condition or restriction contained in this Regulatory Agreement, Agency shall reasonably endeavor to remedy such breach by conference and conciliation. If, in the opinion of Agency, Agency and Owner are unable mutually to agree upon a suitable remedy or the circumstances so warrant, such breach may be enjoined or abated by appropriate proceedings brought by Agency.

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

54. NOTICES. Written notices and other written communications by an d between the parties may be addressed to Owner at Owner’s Address and to Agency at Agency Address or such other address as each respective party has designated by written notice to the other party.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 82 THE PARTIES HAVE EXECUTED THIS REGULATORY AGREEMENT in Sacramento, California as of the Effective Date

OWNER:

Donner Field Senior, L.P.,
a California limited partnership

By: Eden Donner Field LLC,
a California limited liability company,
its general partner

By: Eden South Bay, Inc.,
a California nonprofit public benefit corporation,
its sole member/manager

By: ____________________________
Andrea Osgood
Chief of Real Estate Development and Executive Vice President

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 83 Exhibit 11: Funding Requirements

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

1. Definitions. For the purposes of the Loan Documents and in addition to the definitions made elsewhere in the Loan Documents, the following capitalized words and phrases contained in this Contract shall have the following meanings:
“HOME” is the federal HOME Investment Partnership program (C atalogue of Federal Domestic Assistance FDA

14.239) administered by the U.S. Department of Housing and Urban Development. a. The “HOME Requirements” are the laws, rules and regulations which are specifically applicable to this contract. A substantial portion of the Federal Requirements are included in th ese HOME Funding and Other Federal Requirements.
b. “Exhibits” to these HOME Funding and Other Federal Requirements contain a substantial portion of the Federal Requirements, and are incorporated into this Agreement in the form of a cloud content management and file sharing service (e.g., Box).

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

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

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

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

Owner shall not utilize the Project for explicitly religious activities, including activities that involve overt religious content such as worship, relig ious instruction, or proselytization, and to the extent that Owner engages in such explicitly religious activities, it shall perform such activities and offer such services outside of the program pursuant to which Owner is developing the Project pursuant to this Agreement. The Owner further represents that the Project units are available to all

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 84 persons regardless of religion, religious belief, a refusal to hold a religious belief, or a refusal to attend or participate in a religious practice; and that there are no religious or membership criteria for tenants of the Property.

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

5. Property Standards. Upon completion, the Project will comply with the applicable property standards of 24 CFR §

92.251. For the term of these Funding Requirements, Owner shall provide Agency access at all reasonable times for inspection to assure compliance with such standards. Such provisions are generally as foll ows:
a. If the Project is new construction, it must meet all applicable local codes, rehabilitation standards, ordinances, and zoning ordinances at the time of project completion. Newly constructed housing must meet the current edition of the Model Energy Code published by the Council of American Building Officials. b. All other HOME -assisted housing (such as acquisition) must meet all applicable State and local housing quality standards and code requirements.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 85 c. The housing must meet the accessibility requirements at 24 CFR part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 United States Code (USC) Section 794) and covered multifamily dwellings, as defined at 24 CFR §100.201, must also meet the design and construction requirements at 24 CFR §100.205, which implement the Fair Housing Act (42 USC §§ 3601et. seq.).
d. Construction of all manufactured housing must meet the Manufactured Home Construction and Safety Standards established in 24 CFR Part 3280. These standards pre -empt State and local c odes covering the same aspects of performance for such housing. Also, installation of manufactured housing units must comply with applicable State and local laws or codes, or in the absence of such laws or codes, the participating jurisdiction must comply with the manufacturer's written instructions for installation of manufactured housing units. Manufactured housing that is rehabilitated using HOME funds must meet the requirements set out in Section 4.a. e. Owner must maintain the housing in compliance with all applicable State and local housing quality standards and code requirements and if there are no such standards or code requirements, the housing must meet the housing quality standards in 24 CFR §982.401.

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

7. Affordability Requirements. Owner shall assure that the of HOME Restricted Units shall be rented at or below the following rates:
a. Low-Income Units shall be rented for amounts that do not exceed thirty percent (30%) of sixty-five percent (65%) of the Sacramento Metropolitan Statistical Area median income (“Median Income”), as determined annually by the federal Department of Housing and Urban Development (“HUD”), as adjusted for family size appropriate to the size and number of bedrooms in the respective HOME Restricted Unit, provided however that if the tenant is paying for ut ilities and services for the HOME Restricted Unit, the rent shall not exceed the maximum amount calculated as set forth in this subdivision minus a monthly allowance for utilities and services as set forth in the maximum monthly allowances for utilities and services established and updated annually by the Agency pursuant to 24 CFR §92.252(d). b. Very Low-Income Units shall be rented for amounts that do not exceed thirty percent of fifty-percent (50%) of the Median Income as adjusted for family size appropriate to the size and number of bedrooms in the respective HOME Restricted Unit, provided however that if the tenant is paying for utilities and services for the HOME Restricted Unit, the rent shall not exceed the maximum amount calculated as set forth in this subdivision minus a monthly allowance for utilities and services as set forth in the maximum monthly allowances for utilities and services established and updated annually by the Agency pursuant to 24 CFR §92.252(d).
c. Notwithstanding any other provision, th e maximum rent on any HOME -Restricted Unit shall not exceed the “Fair Market Rent” as established by HUD under 24 CFR §888.111. d. Unless Owner has obtained prior written Agency authorization, Owner shall maintain the allocation of HOME-Restricted Units by the bedroom sizes stated in the Regulatory Agreement. e. Such maximum rent limits shall be recalculated periodically after HUD determination of the Fair Market Rent or the Median Income; provided, however, that the rents are not required to be lower than the initial rent for the HOME- Restricted Units. Owner shall give tenants not less than thirty (30) days’ notice of a change in rents. f. The Agency shall review and approve rents proposed by Owner for the HOME Restricted Units, subject to the maximum rent limitati ons as set forth in section 6(a), (b) and (c) of this Agreement. The Agency will provide Owner with information on updated HOME rent limits. Owner must annually provide the Agency with information on rents and occupancy of HOME Restricted Units to demons trate compliance with this Section 6. The Agency must review rents for compliance and approve or disapprove them every year.
g. The foregoing affordability requirements may, with the consent of the Agency, terminate on foreclosure or deed in lieu of foreclosure; provided, however, that the affordability requirements will revive according to the original terms if the Owner at the time of foreclosure, or any entity that includes such Owner or anyone with whom such Owner has or had family or business ties, obtains an ownership interest in the Project or Property.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 86

8. Occupancy Requirements. Owner shall assure that all HOME Restricted Rental Units shall be initially occupied by households earning less than sixty -five percent (65%) of the Median Income, as verified by the Agency. Notwithstanding any other provision, if five or more units in the Project are HOME -Restricted Units, not less than twenty percent of the HOME-Restricted Units shall be Very Low -Income Units and shall be occupied by families whose annual incom e does not exceed fifty-percent (50%) of the Median Income. If a tenant of a HOME -Restricted Unit no longer qualifies as for the HOME-Restricted Unit as a result of an increase in family income, the HOME -Restricted Unit continues to qualify under these Funding Requirements so long as actions satisfactory to HUD are being taken to ensure that all vacancies are filled in accordance with these Funding Requirements until the noncompliance is corrected. Such tenants shall pay as rent the lesser of the amount payable by the tenant under State or local law or thirty percent (30%) of the family’s adjusted income, except that tenants of HOME -assisted units that have been allocated low -income housing tax credits by a housing credit agency pursuant to section 42 of t he Internal Revenue Code of 1986 (26 USC Section 42) must pay rent governed by such section.

In addition, for projects where HOME units are designated as floating pursuant to 24 CFR §92.252(j), tenants who no longer qualify as low-income are not required to pay as rent an amount that exceeds the market rent for comparable, unassisted units in the neighborhood. If the HOME -Restricted Units are not occupied by eligible tenants within six months following the date of Project completion, Owner shall, in accor dance with the requirements of 24 CFR §92.252, submit marketing information to Agency and to HUD and, if appropriate, submit a marketing plan. If any HOME-Restricted Unit has not been rented to eligible tenants 18 months after the date of project completion, Owner shall repay the HOME funds invested in such HOME-Restricted Unit to HUD.

9. Income Verification. Owner shall fully cooperate with Agency by requiring every prospective tenant of a HOME Restricted Unit to provide to Owner, prior to initial occupanc y of a H OME-Restricted Unit and annually, all information required to verify income -eligibility of the prospective tenant to assure income eligibility in accordance with 24 CFR §

92.203. For the initial eligibility determination, Owner shall cause the tenant to provide the Agency with at least two months of source documents evidencing annual income (by way of example, wage statement, interest statement, unemployment compensation statement) for the family. Thereafter, Owner shall cause the tenant to provid e the Owner with such source documents; a written statement of the amount of the family's annual income and family size, with a certification that the information is complete and accurate and assurance that the family will provide source documents upon request; or a written statement from the administrator of a government program under which the family receives benefits and which examines each year the annual income of the family, stating the tenant's family size and the amount of the family's annual incom e or alternatively, stating the current dollar limit for very low or low -income families for the family size of the tenant and state that the tenant's annual income does not exceed such limit.

10. Tenant Protections; Lease Provisions . Owner shall comply with the following provisions for protection of tenants in HOME-Restricted Units.
a. Owner shall enter into an initial lease with a tenant of a HOME -Restricted Unit for not less than one year, unless by mutual agreement between the tenant and the Owner and not required by Owner as a condition of entering into the lease. Such lease shall not contain any of the following provisions, in addition to any other applicable requirements of law :
i. Agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of the Owner in a lawsuit brought in connection with the lease;
ii. Agreement by the tenant that the Owner may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties; excepting an agreement by the tenant concerning disposition of personal property remaining in the housing unit after the tenant has moved out of the unit that is in accordance with State law;
iii. Agreement by the tenant not to hold the Owner or the Owner's agents legall y responsible for any action or failure to act, whether intentional or negligent; iv. Agreement of the tenant that the Owner may institute a lawsuit without notice to the tenant; v. Agreement by the tenant that the Owner may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties;
vi. Agreement by the tenant to waive any right to a trial by jury;

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 87 vii. Agreement by the tenant to wa ive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and
viii. Agreement by the tenant to pay attorney's fees or other legal costs, even if the tenant wins in a court proceeding by the Owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. ix. Agreement by the tenant (other than a tenant in transitional housing) to accept supportive services that are offered.
b. An Owner may not terminate the tenancy or refuse to renew the lease of a tenant of rental housing assisted with HOME funds except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable Federal, State, or local law; for completion of the tenancy period for tra nsitional housing or failure to follow any required transitional housing supportive services plan; or for other good cause. Good cause does not include an increase in the tenant’s income or refusal of the tenant to purchase the housing. To terminate or r efuse to renew tenancy, the Owner must serve written notice upon the tenant specifying the grounds for the action at least 30 days before the termination of tenancy. c. Owner must adopt and follow written tenant selection policies and criteria that:
i. Limit the housing to very low-income and low-income families; ii. Are reasonably related to program eligibility and the applicants' ability to perform the obligations of the lease (i.e., to pay the rent, not to damage the housing; not to interfere with the rights and q uiet enjoyment of other tenants);
iii. Limit eligibility or give a preference to a particular segment of the population if required in the Loan Documents (and only if the limitation or preference is described in the Agency’s consolidated plan).

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

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 88

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

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

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

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

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

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

17. Term. These covenants shall burden and regulate the HOME Restricted Units assisted with HOME Funds for the following term as applicable, unless a longer term is specified in the body of the document to which this attached:
a. For rehabilitation or acquisition of existing housing, five (5) years if the subsidy for each of HOME - Restricted Unit is less than $15,000;
b. For ten (10) years if such subsidy is $15,000 or more but not more than $40,000; c. For fifteen (15) years if such subs idy is more than $40,000 or if the project involves refinancing of an existing loan; and
d. For new construction or acquisition of newly constructed housing, twenty (20) years.

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

19. Davis-Bacon Act. If applicable, Owner must comply with the provisions of the Davis-Bacon Act (40 U.S.C. §§276a - 276a-5) and all rules, regulations and orders promulgated under said act, unless a determination of exemption from requirements of the Davis-Bacon Act is made and unless the exemption is expressly stated elsewhere in this Contract. Among other provisions, said act establishes minimum wages and fringe benefits; prohibits deductions or rebates from payments; provides for the withholding of funds to assure compliance with wage provisions; and provides for the termination of the Contract and debarment of the Owner for failure so to comply.

20. Build America, Buy America . Owner must comply with the requirements of the Build America, Buy America (BABA) Act, 41 USC 8301 note, and all applicable rules and notices, as may be amended, if applicable to the Owner’s project. Pursuant to HUD’s Notice, “Public Interest Phased Implementation Waiver for FY 2022 and 2023 of Build America, Buy America Provisions as Applied to Recipients of HUD Federal Financial Assistance” (88 FR 17001), any funds obligated by HUD on or after the applicable listed effective dates, are subject to BABA requirements, unless excepted by a waiver.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 89 MENTAL HEALTH SERVICES ACT Funding Requirements

1. Mental Health Services Act (“MHSA”) funding is being provided to Owner to subsidize operating deficits for apartment units scattered throughout the Project.

2. Rent levels will not exceed thirty percent (30%) of the current Supplemental Security/State Supplemental Program grant amount for a single individual living independently or 30% of total househ old income whichever is greater and as adjusted by utility allowances if applicable in any of the MHSA designated apartment units.

3. For the purpose of these funding restrictions, Homeless or at Risk of Homelessness means living on the streets or lacking a fixed and regular night -time residence. This includes living in a shelter, motel or other temporary living situation in which the individual has no rights of possession. "At Risk of Homelessness" may be due to one of the following situations: (i) transition age youth exiting the child welfare or juvenile justice system; (ii) discharge from crisis and transitional residential settings, a hospital including acute psychiatric hospitals, psychiatric health facilities, skilled nursing facilities with a certified special treatment program for the mentally disordered, and mental health rehabilitation centers; (iii) release from city or county jails, but not a parolee from the state prison; (iv) temporary placement on a residential care facility upon discharge from (ii) or (iii) above; and (v) certification by the County Mental Health Director as an individual who has been assessed by and is receiving services from the County and who has been deemed to be at imminent risk of being homeless.

4. Qualified tenants for the MHSA restricted units shall be a person who is homeless or at Risk of Homelessness and who has a mental illness in accordance with California Welfare & Institution Code Section 5600.3(a) or California Welfare & Institution Code Section 5600.3(d), and Depa rtment of Mental Health rules in effect as of the effective date of this Agreement.

5. MHSA apartment units will initially be restricted to individuals enrolled in an MHSA Full Service Partnership program.

6. These covenants shall regulate the MHSA Units for a term of twenty (20) years.

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HOPWA AND OTHER FEDERAL REQUIREMENTS

The following provisions shall be applicable to this Contract and binding on Subrecipient and Agency only if all or part of the funds to be paid for work performed under this Contract are provided under the Housing Opportunities for Persons with Aids Program administered by the United States Department of Housing and Urban Development. In the event of a dispute as to the applicability of any of the following provisions to Subrecipient’s work under this Contract, Agency’s determination shall be final.

1. DEFINITIONS. For purposes of this Contract and in addition to definitions made elsewhere in this Contract, the following quoted words and phrases contained in this Contract shall have the following meanings:
a. The “Act” is the federal Housing and Community Development Act of 1974, as amended. b. “Allocable Costs” are particular to a Federal award or other cost objective if the goods or services involved are chargeable or assignable to that Federal award or cost objective in accordance with relative benefits received. See 2 CFR §200.405.
c. “Contract Provisions” refers to “Attachment 1: Contract Provisions.” This Attachment 3 contains the provisions common to all Agency administered HOPWA agreements.
d. “Cost Objective” generally means a service, program, project or activity in which costs can be assigned to and measured from. See 2 CFR §200.28.
e. “Direct Costs” are those costs that can be identified specifically with a particular final cost objective or other internally or externally funded activity, or that can be directly assigned to such activities relatively easy with a high degree of accuracy. See 2 CFR §200.413. f. “HOPWA” is the federal Housing Opportunities for Persons with AIDS program administered b y HUD. “CFR” is the Code of Federal Regulations.
g. “HOPWA Requirements” are the laws, rules and regulations (other than the Act) which are specifically applicable to this Contract. A substantial portion of the HOPWA Requirements are included in this Attachment 3.
h. “Indirect Costs” Indirect costs” means those costs incurred for a common or joint purpose benefitting more than one cost objective and not readily assignable to the cost objectives specifically benefitted without effort disproportionate to the results achieved. See 2 CFR §§ 200.56, 200.413, and 200.414 i. “HUD” is the United States Department of Housing and Urban Development. j. “OMB” is the federal Office of Management and Budget. k. “Program Income” is defined in 2 CFR §200.80. Generally, Program Income is income to Subrecipient that is generated from the use of HOPWA funds under this Contract. Program Income may include, without limitation, proceeds of the sale, rent or lease of real or personal property acquired with such funds, principal and interest payments on loans of such HOPWA funds, and interest earned on other Program Income. l. “Project Funds” are the funds to be paid to the Subrecipient under this Contract. All Project Funds are funds disbursed to the Recipient and Agency under the HOPWA Program. m. “Quarterly Reports” are required to be submitted by Subrecipient in accordance with 2 CFR 200.328(b)(1). See 2 CFR §200.327, 200.328, 200.329, 200.512, 24 CFR Part 91, and 24 CFR §574.520 for additional reporting requirements.
n. “Reasonable Costs” include costs that are generally recognized as ordinary and necessary for the operation or efficient performance of the contract or award and do not exceed that which would be incurred by a prudent person under the circumstances prevailing at the time the decision was m ade to incur the cost. See 2 CFR §200.404.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 91 o. “Subrecipient” is the Contractor as defined elsewhere in this Contract.

2. EXHIBITS. Exhibits to this Attachment are located online at www.shra.org and contain a substantial portion of the Federal Requirements and are incorporated into this Contract.

Subrecipient acknowledges they have reviewed and accept these Exhibits by initialing here:_____ :
a. Exhibit 1 – HOPWA Regulations: 24 CFR Part 574.
b. Exhibit 2 – Requirements for Nonprofit Subrecipients. 2 CFR §200.70 and Appendix VIII to 2 CFR Part 200.
c. Exhibit 3 – Grants and Agreements with Institutions of Higher Education, Hospitals and Other Nonprofit Organizations [applies only to Subrecipients who are not a state or local government or a public agency].

See also 2 CFR §§ 200.52, 200.55, and Appendix VIII to 2 CFR Part 200. d. Exhibit 4 - Cost Principles for Nonprofit Organizations [applies only to Subrecipients who are not a state or local government, a public agency or an educational institution]. See 2 CFR §200.70, and Appendix VIII to 2 CFR Part 200.
e. Exhibit 5 – Audits of Institutions of Higher Education and Other Nonprofit Organizations [applies only to Subrecipients who are not a state or local government or a public agency]. See also 2 CFR §§ 200.55, 200.418, 200.419, and Appendix III to 2 CFR Part 200.
f. Exhibit 6 – Cost Principles for Educational Institutions [applies only to Subrecipients who are an educational institution]. See CFR §§ 200.418 and 200.419. g. Exhibit 7 –Principles for determining Costs Applicable to Grants and Contracts with State, Local and Federally-Recognized Tribal Indian Governments [applies only to Subrecipients who are a state or local government, a public agency. 2 CFR §§ 200.416, 200.417, and Appendix VII to 2 CFR Part 200. h. Exhibit 8 – Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. 2 CFR Part 200; see also 2 CFR §§200.416, 200.417, and Appendix VII to 2 CFR Part 200.
i. Exhibit 9 – New Restrictions on Lobbying. 24 CFR Part 87; see also 2 CFR §200.450. j. Exhibit 10 – Federal Labor Standards Provisions; 29 CFR §5.5. k. Exhibit 11 – Executive Order 12432 – M/WBE; see also 2 CFR §200.321 l. Exhibit 12 – Executive Order 12138 – M/WBE; see also 2 CFR Section §200.321. m. Exhibit 13 – Executive Order 11625 – M/WBE and Agency assembled M/WBE materials. n. Exhibit 14 – Executive Order 11246, as amended – Equal Opportunity. o. Exhibit 15 – Executive Order 13166 – Limited English Proficiency Access. p. Exhibit 16 – Equal Access to Housing and HUD Programs Regardless of Sexual Orientation or Gender Identity: 24 CFR Parts 5, 200, 570, 574, 882, 891 and 982 q. Exhibit 17 – Generally Applicable HUD Program Requirements; Waivers. 24 CFR Part 5.Exhibit 18.

CPD Notice 15-02 – Appropriate Placement for Transgender Persons in Single Sex Emergency Shelters and Other Facilities.
r. Exhibit 20 – Notice CPD 06-07 Standards for HOPWA Short-Term Rent, Mortgage, and Utility (STRMU) Payments and Connections to Permanent Housing.

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3. FINDINGS AND REPRESENTATIONS. This Contract has been made for the following purposes and based upon the following representations of the parties:

In accordance with the provisions of California Government Code §53703, Agency possesses full powers for the purpose of administering the expenditure of funds received under the federal Housing and Community Development Act of 1974, as amended, Housing Opportunities for Persons with AIDS Grant program, administered by the United States Department of Housi ng and Urban Development. a. Agency has determined that the fulfillment of Subrecipient’s obligations under this Contract serves the purposes of community improvement and welfare.
b. Pursuant to the provisions of California Government Code §53703 and after public hearing, Subrecipient has been allocated HOPWA funds for the uses and activities of this Contract. c. Agency and Subrecipient are subject to all laws, rules and regulations regarding the use of HOPWA funds for the purposes and activities stated in this Contract.

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

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 93 work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and sub contracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b).

5. COSTS. All costs must be must be necessary and reasonable for the performance of the federal award and be allocable thereto under these principles per 2 CFR §§ 200.403 and 404. Classifying a particular cost as direct or indirect depends on whether it can be identified directly with a cost objective (such as a project or activity) without disproportionate effort. All costs must comply with 2 CFR Part 200, Subpart E-Cost Principles (2 CFR §§ 200.420-200.475).

The contractor may elect, but is not required, to charge for indirect costs. If the contractor chooses to charge for indirect costs, the maximum indirect cost rate is 10% (de minimis), unless an indirect cost rate has been previously negotiated with and approved by the federal agency responsible for reviewing, negotiating and approving cost allocation plans or indirect cost rate proposals. The negotiated rate must be accepted by all federal awarding agencies.

6. ADDITIONAL RESTRICTIONS OF FUNDS. Subrecipient acknowledges that the funds for this Contract are HOPWA funds, the amount of which has been established after public hearing and that Agency has no authority to change the Project Funds except after public hearing and Recipient approval. Therefore, and notwithstanding any other provision of this Contract, the parties agree that the total compensation and reimbursement for all services and expenses required during the term of this Contract shall not exceed the Project Funds. Subrecipient shall provide, from whatever source, all additional funds necessary to fulfill Subrecipient’s obligations under this Contract.
a. If Subrecipient incurs additional expenses or does additional work related to this Contract, Subrec ipient shall bear all such costs and expenses unless the Agency has executed a written amendment to this Contract prior to Subrecipient’s having incurred such costs and expenses. b. Subrecipient shall use proceeds of this Contract only for the purposes stated in this Contract, as described in the Scope of Work, and strictly in compliance with all applicable laws, rules and regulations. c. If Subrecipient is not a state or local government, educational institution or public agency, Subrecipient shall fully comply with the regulations, policies, guidelines and requirements Subrecipient shall deposit any advance under this Contract in an interest bearing account and, unless specified otherwise in this Contract, shall remit any interest earned over $100 to the Agency.
d. Project Funds shall not be used for any religious purposes, which prohibition is further described in 24 CFR §§ 5.109 and 574.300(c).
e. In the event of suspension or termination of this Contract, Subrecipient shall return unused funds to the Agency. If the Subrecipient improperly retains funds, the Agency may retain funds from future disbursements to the Subrecipient. In accordance with 2 CFR §§ 200.338 and 200.339, suspension or termination may occur if Subrecipient materially fails to comply with any term of the award, and the award may be terminated for convenience in accordance with 2 CFR §§ 200.338,200.339, 200.340, 200.341, and 200.342.

7. RESEARCH AND DEVELOPMENT (R & D). Funds may not be used for R & D. R & D means all research and development related activities, both basic and applied, that are performed by non -Federal entities. See 2 CFR § 200.87 for additional information on R & D.

8. RETURN OF PROGRAM INCOME. Subrecipient shall report receipt of all Program Income and return all Program Income to the Agency.

9. ANTI-KICKBACK RULES. Monthly, or more often, Subrecipient must, without condition, pay the salaries of architects, draftsmen, te chnical engineers and technicians performing work under this Contract. Such payments shall be made without deduction or rebate, excepting only such payroll deductions as are mandatory by

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 94 law or permitted by applicable regulations issued by the Secretary of Labor pursuant to the "Anti-Kickback Act" of June 13, 1937 (18 U.S.C., §874). Subrecipient shall comply with all applicable "Anti -Kickback" regulations and shall insert appropriate provisions in all subcontracts covering work under this Contract to ensure compliance by subcontractors with such regulations. Subrecipient shall be responsible for the submission of affidavits required of subcontractors under this Contract, except for such variations or exemptions as the Secretary of Labor may specifically allow.

10. WORK HOURS. Subrecipient must comply with the provisions of the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 3701-3708) and must cooperate with Agency in implementing and enforcing the provisions of such Act. Among other requirements of t he act, Subrecipient must pay not less than one and one - half times the basic rate of pay for the work of Subrecipient's employee in excess of eight hours in one day or forty hours in one week in the performance of this Contract. Subrecipient must insert appropriate provisions in all subcontracts covering work under this Contract to ensure compliance with such Act. Subrecipient must meet and cooperate with Agency's Labor Compliance officer to assure compliance with such Act.

11. WITHHOLDING OF SALARIES. If, in the performance of this Contract, there is any underpayment of salaries by Subrecipient or by any subcontractor, Agency must withhold from Subrecipient out of payments due to him or her any amount sufficient to pay employees underpaid the difference between the salaries required under this Contract to be paid and the salaries actually paid such employees for the total number of hours worked. The amounts withheld shall be disbursed by Agency for and on account of Subrecipient or subcontractor to the respective employees to whom they are due.

12. CLAIMS AND DISPUTES PERTAINING TO SALARY RATES. Claims and disputes pertaining to salary rates or to classification of architects, draftsmen, technical engineers and technicians performin g work under this Contract must be promptly reported in writing by Subrecipient to Agency for the latter's decision which shall be final with respect thereto.

13. CONFLICT OF INTEREST. No member, officer or any employee of Subrecipient, or its designees or agents, who exercises any functions or responsibilities with respect to the program during his or her tenure or for one (1) year thereafter, shall have an interest, direct or indirect, in any contract or its proceeds, for work to be performed in connection with the program assisted under this Contract. Subrecipient must incorporate, or cause to be incorporated, in all subcontracts a provision prohibiting such interest pursuant to the purposes of this Section.

In the procurement of supplies, equipment, constru ction, and services by Subrecipient, the conflict of interest provisions in 2 CFR §§ 200.318 and 200.319, respectively, shall apply.

14. DISCRIMINATION BECAUSE OF CERTAIN LABOR MATTERS. No person employed on the work covered by this Contract shall be discharg ed or in any way discriminated against because he or she has filed any complaint or instituted or caused to be instituted any proceeding or has testified or is about to testify in any proceeding under or relating to the labor standards applicable to his em ployer under this Contract.

15. RECORDS, REPORTING AND MONITORING. Agency may monitor the adequacy of Contractor’s performance in any manner which Agency deems most effective. Contractor must cooperate with Agency in such monitoring.

Subrecipient must keep all necessary books and records, including loan documentation and financial records, in connection with the operation and services performed under this Contract, in accordance with 2 CFR §200.333, and must document all transactions so Agency may properly audit all expenditures made pursuant to this Contract.

Subrecipient must maintain and preserve all records related to this Contract in its possession for a period of three (3) years from the completion date of this Contract, unless otherwise directed by Agency. All books, records and accounts kept by Subrecipient in connection with the performance of this Contract shall be made available for inspection by representatives of the federal government and/or Agency staff as required to monitor or audit the program.

In addition to the reports specified in this Contract, Subrecipient shall retain the records required by the applicable provisions of 2 CFR §200.333 and provide the Agency with the reports required pursuant to 2 CFR §§ 200.328 and 200.343, and such other records and reports as the Agency may reasonably require in the administration of this Contract. Subrecipient shall keep all other necessary books and records, including property, personnel, loan documentation and financial records, in connection with the operation and services performed under this Contract. Subrecipient shall conduct audits in accordance with 2 CFR Part 200, Subpart F. Subrecipient shall document all transactions sufficiently for Agency to properly monitor and audit all expenditures made pursuant to this Contract.

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16. DRUG FREE WORKPLACE. Subrecipient must comply with the Drug-Free Workplace Act of 1988 (final rule published on May 25, 1990) and Agency's policies and rules promulgated under the Act. Subrecipi ent must obtain such policies and rules from the Agency.

17. RESTRICTIONS ON LOBBYING; FILING CERTIFICATION AND DISCLOSURE FORMS. Subrecipient shall not use any funds paid under this Contract, directly or indirectly, for any political activity, whatsoever or to influence any public official or employee. In any event, Subrecipient shall comply with the restrictions on lobbying stated in 24 CFR Part 87. Subrecipient shall sign and return to the Agency the certification described in 24 CFR 87, Appendix A and the disclosure form described in 24 CFR Part 87, Appendix B. Subrecipient shall require any person receiving proceeds of this Contract from Subrecipient to comply with 24 CFR Part 87, including the submission to Agency of completed certifications under Appendi x A and disclosure forms under Appendix B.

See also 2 CFR §200.450.

18. ELIGIBILITY AND NON-DISCRIMINATION (SECTION 109). Subrecipient shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, color, religion, sex, national origin, ancestry, or physical or mental handicap, or age as more specifically set forth in 24 CFR §574.603, which requires compliance with the non-discrimination and equal opportunity requirements at 24 CFR Part 5 and Section 109 of the Act (42 USC §5301).

19. CIVIL RIGHTS COVENANT. As provided in 24 CFR §§ 5.105,and 574.603 and depending upon the type and nature of the grant of HOPWA funds, this Contract may be subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.L. 88 -352) and Title VIII of the Civil Rights Act of 1968 (P.L. 90 -284) and HUD regulations. Subrecipient certifies that its activities under this Contract shall be conducted and administered in conformity with Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and Title VIII of the Civil Rights Act of 1968 (P.L. 90-284) and that it will comply with the other provisions of Titles 2 and 24 of the CFR and with other applicable laws, to the full extent of their application. Further, pursuant to Executive Order 11063 (as amended pursuant to Executive Order 12259) set out in 24 CFR Part 107, in the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under the Contract, Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, or national origin, in the sale, lease or rental, or in the use or occupancy of such land or any improvements erected or to be erected thereon, and providing that the Agency and the United States are beneficiaries of and entitled to enforce such covenant. Subrecipient, in undertaking its obligation in carrying out the program assisted hereunder, shall take such measures as are necessary to enforce such covenant and shall not itself so discriminate.

20. MINORITY/WOMEN’S BUSINESS ENTERPRISES REQUIREMENTS. This Contract is subject to minority and women's business enterprises requirements set forth in Executive Orders 12432, 11625, and 12138. Subrecipient shall take all reasonable steps necessary to encourage the participation of minority and female owned businesses in work under this Contract.
a. With regard to any work of construction funded with Project Funds, such steps may include, without limitation, the following:
b. Obtaining the minority and Women's Business Enterprises Registry from the Agency MBE/WBE Coordinator to ensure such contractors receive an invitation to bid. c. Advertising the invitation to bid or to submit proposals in the El Hispano and the Sacramento Observer as well as in a newspaper of general circulation in the Sacramento metropolitan area. d. Reviewing the telephone directory or professional organization membership lists, or making direct contact with minority- or female-owned businesses for specialized trades and services, and inviting such firms to bid.
e. Subrecipient shall include the Minority and Women's Business Enterprises requirements, in the form prescribed by the Agency, in all contracts for use of funds under this Contract, and Subrecipient shall coordinate purchases of goods and services over $10,000 with the Agency's MBE/WBE Coordinator. f. Subrecipient shall maintain documentation of outreach efforts to minority and/or female owned businesses.

Additionally, Subrecipient shall maintain documentation of contract awards for the Quarterly Reports.

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21. FLOOD DISASTER PROTECTION. Pursuant to the requirements of the Flood Disaster Protection Act of 1973 (42 USC §4001), Subrecipient shall not use or permit the use of any portion of the assistance provided under this Contract for acquisition or construction purposes as defined by the Director of the Federal Emergency Management Agency (42 USC §4003(a)(4)), for use in an area identified by the Director of the Federal Emergency Management Agency as having special flood hazards unless the community in which such area is located is then participating in the national flood insurance program (described at 42 USC §§4011) and the use of any such assistance shall be subject to the mandatory purchase of flood insurance requirements of 42 USC §4012a.

Any contract or agreement for the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this Contract shall contain, if such land is located in an area identified by the Director as having special flood hazards and in which the sale of flood insurance has been made available under the National Flood Insurance Act of 1968, 42 USC §§4001 et seq., provisions obligating the transferee and its successors or assigns to obtain and maintain, during the ownership of such land, such flood insurance as required with respect to financial assistance for acquisition or construction purposes under the Flood Disaster Protection Act of 1973 (42 USC §4012a). Such provisions shall be required notwithstanding the fact that the construction on such land is not itself funded with assistance provided under this Contract.

22. COMPLIANCE WITH AIR AND WATER ACTS. This Contract is subject to the applicable requirements of the Clean Air Act (42 USC §7401 et seq.), the Federal Water Pollution Control Act, (33 USC §1251 et seq.), and the corresponding regulations of the Environmental Protection Agency (40 CFR Parts 1-49). In compliance with said regulations, Subrecipient shall cause or require to be inserted in all contracts and subcontracts funded with Project Funds, and with respect to any transaction which is not otherwise exempt from such laws and regulations, all of the following requirements:
a. A stipulation by the contractor or subcontractor that any facility to be utilized in the performance of the contract or subcontract is not listed on the List of Violating Facilities issued by the Environmental Protection Agency (EPA).
b. Compliance with all the requirements of Section 114 of the Clean Air Act, (42 USC §7414c-8) and Section 308 of the Federal Water Pollution Control Act, (33 USC §1318) relating to inspection, monitoring, entry, reports, and information, as well as all other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder.
c. A stipulation that, as a condition for the award of the contract, prompt notice shall be given to Agency by Subrecipient or the prospective contractor or subcontractor of any notification received from the Director, Office of Federal Activities, EPA, indicating that a facility utilized or to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities.
d. Agreement by the contractor that he or she shall include or cause to be included the criteria and requirements in this Section 19a through 19c of this Section in every non-exempt subcontract and requiring that the contractor shall take such action as the government may direct as a means of enforcing such provisions. e. In no event shall any amount of the assistance provided under this Contract be utilized with respect to a facility which has given rise to a conviction under Section 113(c)(1) (42 USC §7413) of the Clean Air Act or Section 309(c) (32 USC §1319) of the Federal Water Pollution Control Act.

23. RELOCATION. This Contract is subject to the requirements of Title II of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 USC §4601 et seq.) and HUD implementing regulations at 24 CFR Part 42 and CFR §574.630. Subrecipient shall not undertake any of the work contemplated under this Contract if relocation is involved without first obtaining written approval from Agency. Subrecipient shall inform affected persons of the relocation assistance policies and procedures set forth in the regulations at 24 CFR Part 42 and 24 CFR 574.630.

24. PROPERTY OWNERSHIP AND PROCUREMENT. The Subrecipient, shall, in the acquisition or improvement of real and personal property with funds provided under this Contract, be subject to all applicable provisions of the Federal Requirements.
a. General property and procurement guidelines are contained in 2 CFR §§ 200.310-200.316 and 2 CFR §§ 200.317-200.326, respectively. In all cases in which personal property is sold, the proceeds shall be transferred

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 97 to Agency for the HOPWA program or shall be Program Income, and, personal property not needed by the Subrecipient shall be transferred to Agency for the HOPWA program or shall be retained by Subrecipient after compensating the Agency.
b. Real property shall be acquired in accordance with Title III, Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (24 CFR Part 42) and 24 CFR §574.630.

25. USE OF DEBARRED, SUSPENDED OR PROHIBITED PARTIES. Subrecipient shall not use any Project Funds, directly or indirectly, to award contracts to, or otherwise engage the services of, or fund any contractor or subrecipient during any period of debarment, suspension or placement in ineligibility status under the provisions of 2 CFR Part 2424, 2 CFR Part 180, and 2 CFR §200.213. Subrecipient will verify that the Federal Debarred List Registry does not include any contractor or subrecipient prior to awarding contracts and that they will record the date that the Registry was consulted. Subrecipient acknowledges this requirement by initialing here:

Subrecipient initials_____

26. DAVIS BACON ACT AND STATE PREVAILING WAGES. The provisions of the Davis -Bacon Act do not apply to the HOPWA Program (24 CFR §574.655). However, if this Contract is for construction, alteration, or repair (including painting and decorating) of public buildings or public works, California State Prevailing wages may apply (California Labor Code §1720 et seq.), in which case Subrecipient must comply with the provisions of California Labor Code §1720 et seq. and all rules, regulations and orders promulgated under said statutes.

27. FEDERAL LABOR STANDARDS. For construction, rehabilitation, alteration, or repair of real property funded with Project Funds, Subrecipient shall comply, and shall cause all subcontractors on such work to comply, with the applicable provisions of the Contract Work Hours and Safety Standards Act, as amended, (40 USC §3701 et seq.) and all rules, regulations and orders promulgated under said Acts. Among other provisions, said Acts establish minimum wages and fringe benefits; prohibit deductions or rebates from payments; provide for the withholding of funds to assure compliance with wage provisions; and provide for the termination of the contract and debarment of the contractor for failure so to comply. Subrecipient shall also comply, and shall cause all subcontractors on such work to co mply, with all other applicable HUD labor requirements, including, without limitation, the requirements of 29 CFR Parts 3 and 5, which govern the payment of wages and the ratio of apprentices and trainees to journeymen. If wage rates higher than those requ ired under such regulations are imposed by state or local law, nothing in this Contract is intended to relieve Subrecipient of its obligations, if any, to require payment of the higher rates. Subrecipient shall cause or require to be inserted, in all such contracts, provisions which subject the parties to the Federal Labor Standards Provision and all other applicable regulations and requirements of HUD. Subrecipient shall not award any contract subject to the provisions of Section 25 of the Contract to any contractor who is at the time ineligible under the provisions of any applicable regulations of the Department of Labor to receive an award of such contract.

28. ECONOMIC OPPORTUNITY EMPLOYMENT REQUIREMENTS. The following is applicable to all contracts related to the project which is the subject of this Contract.
a. The contract requires that, to the greatest extent feasible, opportunities for training and employment be given to lower-income residents of the project area.
b. The parties to this Contract certify and agree that they are under no contractual or other disability which would prevent them from complying with these requirements. c. Contractor will send to each labor organization or representative of workers with which he or she has a collective bargaining agreement or other contract or understanding, if any, a notice advising the said labor organization or workers' representative of his or her commitments under this Employment Clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training.
d. Contractor will include this Employment Clause in every subcontract for work in connection with the project.

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 98 e. Good Faith Effort. Each Contractor or subcontractor undertaking work in connection with a Section 3 covered project must fulfill his or her obligation to utilize lower-income project area residents as employees to the greatest extent feasible by:
i. Identifying the number of positions in the various occupational categories including skilled, semi-skilled, and unskilled labor, needed to perform each phase of the Section 3 covered project; ii. Identifying the positions described in Paragraph (1) of this Section, the number of positions in the various occupational categories which are currently occupied by regular, permanent employees;
iii. Identifying the positions described in Paragraph (1) of this Section, the number of positions in the various occupational categories which are not currently occupied by regular permanent employees;
iv. Establishing the positions described in Paragraph (3) of this Section, a goal which is consistent with the purpose of this subpart within each occupational category of the number of positions to be filled by lower-income residents of the Section 3 covered project area; v. Making a good faith effort to fill all of the positions identified in Paragraph (4) of this Section with lower income project area residents first and foremost, through the First Source Program; and
vi. Making a good faith effort to fill of the positions identified in Paragraph (4) of this Section with lower-income project area residents.

29. ARCHITECTURAL BARRIERS ACT. Subrecipient shall comply with the Architectural Barriers Act of 1968 (42 USC §4151), as applicable, which Act requires that the design of any facility, except a private residence, that is constructed, renovated, remodeled or rehabilitated with funds received pursuant to this Contract shall comply with the "American Standard Specification for Making Buildings and Facilities Accessible, and Usable by, the Physically Handicapped," as described in 41 USC §§ 101-4712, and Subrecipient shall cooperate with Agency in its inspections pursuant to such provisions.

30. LEAD-BASED PAINT. The use of lead-based paint is prohibited in any residential structure constructed or rehabilitated with Project Funds, which prohibitions are further described in 24 CFR Part 35.. For those properties constructed prior to 1978, Subrecipient shall assure that rehabilitation applicants, purchasers or tenants, as the case may be, shall be notified (i) that the property may contain lead-based paint, (ii) of the hazards of lead-based paint, (iii) of the symptoms and treatment of lead-based poisoning (iv) of the precautions to be taken to avoid lead-based paint poisoning (including maintenance and removal techniques for eliminating such hazards), (v) of the advisability and availability of blood level screening for children under the age of seven years of age, and (vi) that, in the event lead-based paint is found on the property, appropriate abatement procedures may be undertaken. Subrecipient shall follow the procedures for the elimination of lead-based paint hazards, to the extent required under 24 CFR 574.635.

31. FOOD, TRAVEL AND ENTERTAINMENT. Travel costs may include expenses for transportation, lodging and subsistence and are only allowable for employees who are in travel status on official business and approved as part of this contract or with prior written approval and are specifically related to this contract. Costs must be considered reasonable and do not exceed charges allowed by contractor’s Out of Town Travel Policy. See 2 CFR §200.474 for additional information on travel costs and www.shra.org for the Out of Town Travel Policy.

The costs of entertainment, including amusement, diversion, and social activities and any associated costs are unallowable, except where specific costs that might otherwise be considered entertainment have a programmatic purpose and are authorized either in the approved budget for the Federal award or with prior written approval. All entertainment costs must comply with 2 CFR §200.438. In addition, the costs of alcoholic beverages are unallowable per 2 CFR §200.423.

32. BUILD AMERICA, BUY AMERICA. Subrecipient must comply with the requirements of the Build America, Buy America (BABA) Act, 41 USC 8301 note, and all applicable rules and notices, as may be amended, if applicable to the Subrecipient’s project. Pursuant to HUD’s Notice, “Public Interest Phased Implementation Waiver for FY

Donner Field – HOME-MHSA-HOPWA – Construction and Permanent Loan Agreement Page 99 2022 and 2023 of Build America, Buy America Provisions as Applied to Recipients of HUD Federal Financial Assistance” (88 FR 17001), any funds obligated by HUD on or after the applicable listed effective dates, are subject to BABA requirements, unless excepted by a waiver.

33. CHANGES IN LAWS AND REGULATIONS. In the event an applicable law or regulation is modified or eliminated, or new law or regulation is adopted, the revised law or regulation shall automatically supersede the contract’s scope of work and any attachments. The most current exhibits, laws and regulations will be posted at www.shra.org.

34. OTHER PROGRAM REQUIREMENTS. Agency must provide Subrecipient with all relevant program information regarding the federal programs having jurisdiction over this Contract. Agency must assist Subrecipient in the interpretation of the requirements of such programs. Subrecipient shall be considered to be familiar with the requirements of such programs and shall comply with such requirements .

RESOLUTION 2025-

Adopted by the Housing Authority of the City Sacramento

October 7, 2025

Donner Field Senior Apartments: Approval of Final Loan Documents; Authorization to Execute Construction and Permanent Loan Agreement; Execution of Seller Carryback Loan Agreement; Related Budget Amendment; Related Findings; and Environmental Findings

BACKGROUND

A. The Housing Authority of the City of Sacramento (Housing Authority), as successor to the Redevelopment Agency of the City of Sacramento, owns the parcel located in the Oak Park neighborhood, 4501 9th Avenue (APN 014 -0223-004-0000); the “Housing Authority Property” or “Property.”

B. On behalf of the Housing Authority, the Sacramento Housing and Redevelopment Agency (HACS) issued a Request for Proposals on August 19, 2020 , for an affordable housing developer to construct an affordable housing development on the Property. On December 4, 2020, a development team led by Eden Housing, Inc. (Developer), or related entity was selected to be awarded the Property.

C. On July 1, 2025, City of Sacramento and the Housing Authority entered into a grant agreement to lend $1,250,000 in City funds for the construction and permanent financing of the Donner Field Senior Apartments. The Project includes a three-story residential building with 67 affordable one- and two-bedroom units, one exempt management unit, property management office, community room, elevator, parking, and laundry. The affordable units are restricted at or below 50% of Area Median Income.

D. A notice was published in compliance with Health and Safety Code Section 34315.7 on July 10, 2023, and the Board of the Housing Authority of the City of Sacramento held a public hearing on July 25, 2023, authorizing disposition of t he property at 4501 9 th Avenue, Sacramento CA to Eden Housing Inc. to be used for the Donner Field Senior Apartments Project.

E. The project was granted ministerial approval of infill housing by the City of Sacramento pursuant to California Government Code section 65913.4 and Sacramento City Code section 17.860.030 and is therefore not subject to CEQA review.

F. The project was reviewed under N ational Environmental Policy Act (N EPA) with a Finding of No Significant Impact (FONSI), as mitigated, pursua nt to 24 C.F.R. section 58.40(g)(1) and a combined Notice of Finding of No Significant Impact and Notice of Intent to Request Release of Funds (NOI -FONSI/RROF) was published on November 8, 2021. Established mitigation measures will be adhered to in accordance with applicable law.

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

SECTION 1.

SECTION 2.

The Executive Director, or her designee, is authorized to negotiate, enter into, execute the $1,250,000 Construction and Permanent Loan Agreement and related documents, attached as Exhibit A to this Resolution, and the $60,000 Seller Carry -Back Loan Agreement, attached as Exhibit B to this Resolution, for the acquisition, construction, and permanent financing of the Project with Eden Housing, Inc., or related entity, and execute other documents as approved to form by the Office of the General Counsel, and perform other actions requi red for the City Funds Loan Agreement and Seller Carry-Back Loan Agreement, without limitation negotiation, subordination, regulatory agreements, financial restructuring, and extensions, consistent with the adopted policy and this resolution.

SECTION 3.

The Executive Director, or her designee , is authorized to amend the SHRA budget to allocate $60,000 in Housing Authority Successor Agency Funds and $1,250,000 in City Grant Funds to the project.

TABLE OF CONTENTS:

Exhibit A – Construction and Permanent Loan Agreement
Exhibit B – Seller Carry-Back Loan Agreement

Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 1

CONSTRUCTION AND PERMANENT LOAN AGREEMENT

DONNER FIELD SENIOR APARTMENTS

CITY FUNDS

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

1. LOAN. Lender is making the Loan pursuant to the terms and conditions of this Loan Agreement. Lender and Borrower have entered this Loan Agreement as of the Effective Date.

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

Name Sacramento Housing and Redevelopment Agency
Legal Status a joint powers agency.

Principal Address 801 12th Street, Sacramento CA 95814
“BORROWER” The borrower of the Loan Proceeds whose name, legal status and address are:

Name Donner Field Senior, L.P.

Legal Status limited partnership
Principal Address 22645 Grand Street Hayward, CA 94541
“LOAN” The Loan made by this Loan Agreement.

“LOAN COMMITMENT” Lender’s loan commitment, made by letter dated as of January 21, 2025 “LOAN PROGRAM” Lender’s Loan commonly known as City of Sacramento Funds “LOAN AMOUNT” One Million Two Hundred Fifty Thousand Dollars and No Cents ($1,250,000.00) “INTEREST RATE” The interest rate is 3% per year, simple interest. “PAYMENT START
DATE” The first day of the 204th calendar month following the Effective Date. “MATURITY DATE” The first day of the 684th calendar month following the Effective Date.

Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 2 “PAYMENT SCHEDULE”
Annual principal and interest payments shall be deferred from the Loan’s Effective Date through the first 17 years. Beginning November 1, 2042, annual payments shall be applied to the unpaid interest. The Payment Schedule is as follows:

Years Annual Repayment
0 – 18 (2025 – 2042)
(Construction Years 1 – 2 and Permanent
Years 1 - 15)
$ 0.00
Years 19 – 24 $ 90,885.00
Years 25 – 30 $ 71,135.00
Years 31 – 34 $ 31,415.00
Years 35 – 54 $ 0.00
Maturity Year 55 (2080) The unpaid balance of the note is due and payable on the Maturity Date including without
limitation all unpaid principal, interest, fees, and
charges.

Payments will be applied as follows:

E) HACS Seller Carryback

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

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 I-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

Borrower’s Title
Interest
Borrower has fee interest in the Property or, if the Additional Escrow Instructions so indicate, Borrower will acquire fee interest in the Property at Close of Escrow. “ADDITIONAL
COLLATERAL”
The Additional Collateral securing repayment of the Loan is any additional security required by Lender under this Loan Agreement, including without limitation the following items, if any Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 3

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

Materials and supplies for the Project,
Assigned Documents
OTHER ADDITIONAL COLLATERAL Borrower’s interest in the following property: None

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

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

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

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

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

Construction Contract
Architectural Contract

G. “CONSTRUCTION INFORMATION”:
“Completion Date” October 1, 2027 Which is the date on or before which the Completion of the Project must occur.
“General Contractor” Broward Builders, Inc. Which is the general contractor for construction of the Project.
“Project Architect” Mogavero Architects Which is the architect for design of the Project “Retention”
The following percentage of each disbursem ent made
for construction work, in aggregate not to exceed the
following percentage of the Loan Amount, which shall
be retained by Lender for disbursement with the final
disbursement of the Loan:

Percentage of
Loan: TEN Percent (10%)

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

Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 4

The Agency, in its sole discretion, shall determine any reduction and/or repayment of th e Agency loan based upon this cost certification, the projected final sources of funding, and the original approved budget for the Project.

3. Lender acknowledges MCC Housing, LLC, a California, together with its successors and assigns, is the limited partner of Borrower (the "Tax Credit Limited Partner"), whose address is:

MCC Housing LLC
c/o Merritt Community Capital Corporation
1901 Harrison Street, Suite 1650
Oakland, California 94612
Attention: President & CEO

with a copy to:

Bocarsly Emden Cowan Esmail & Arndt LLP
633 West Fifth Street, Suite 5880
Los Angeles, California 90071
Attention: Rachel Rosner
(213) 239-8048

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

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

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

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

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

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

Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 5

3.9. “Event of Default” is breach of or default , subject to all applicable notice and cure periods, in a party’s obligations under this Loan Agreement, the Trust Deed, the Note, the Regulatory Agreement and any other instrument which is incorporated in this Loan Agreement or which otherwise secures the repayment of the Loan.

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

3.11. “Fixtures” means all fixtures located on or within the Project or now or later installed in or used in connection with any of the Project, including, as applicable and without limitation, all partition s, screens, awnings, motors, engines, boilers, furnaces, pipes, plumbing, elevators, cleaning and sprinkler systems, fire extinguishing apparatus and equipment, water tanks, heating, ventilating, air conditioning and air cooling equipment, built -in refrigerators, and gas and electric machinery, appurtenances, and equipment, whether or not permanently affixed to the Project.

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

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

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

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

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

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

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

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

3.25. “Personalty” means, whether or not listed as Additional Collateral, all of Borrower's interest in all accounts, contract rights, and general intangibles (specifically including any insurance proceeds and condemnation awards) arising out of the ownership, development, or operation of the Property, and all furniture, furnishings, equi pment, machinery, Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 6 construction materials and supplies, leasehold interests in personal property, and all other personal property (other than Fixtures) of Borrower now or later located about the Property, together with all present and future attachments, ac cessions, replacements, substitutions, and additions, and the cash and noncash proceeds.

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

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

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

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

3.32. “Unavoidable Delay” is a delay in the performance by a party of any obligation which delay is unforeseeable and beyond the control of such party and without its fault or negligence. Unavoidable Delay shall not be reasonably foreseeable events consisting solely of acts of God, acts of the public enemy, acts of the Federal Government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather (as for example, floods, tornadoes, or hurricanes) or delays of subcontractors due to such causes. In the event of the occurrence of any such enforced delay, the time or times for performance of such obligations of the parties shall be extended for the period of the enforced delay, as determined by Lender, provided that the party seeking the benefit of the provisions of this Section shall, within thirty (30) days after it has or should have knowledge of any such enforced delay, have first notified the other party, in writing, of the delay and its cause, and requested an extension for the period of the enforced delay.

4.4. LITIGATION. There are no actions, suits, or proceedings pending or, to the best knowledge of Borrower, threatened against or affecting Borrower, the Property, or any part of it, or involving the validity or enforceability of the Trust Deed, the priority of the lien, or the validity or enforceability of any of the other Loan Documents, at law or in equity, or before or by any Governmental Authority. Borrower is not in default wi th respect to any order, writ, injunction, decree, or demand of any court or other Governmental Authority.

4.5. NO OTHER BREACH. The consummation of the transactions covered by this Loan Agreement and the payment and performance of all of the obligations in t he Loan Documents will not result in any breach of, or constitute a Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 7 default under, any mortgage, deed of trust, lease, contract, loan or credit agreement, corporate charter, bylaws, partnership agreement, trust agreement, or other instrument to which Borro wer or any of its general partners is a party or by which it or they or the Property may be bound or affected.

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

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

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

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

4.10. USE OF PROCEEDS. All Loan Proceeds will be disbursed as provided in this Loan Agreement and used only for payment of the costs of construction of the Project in accordance with the Plans and Specifica tions and for other purposes specified in the Loan.

5. BORROWER’S COVENANTS AND CONDITIONS. From the Effective Date until payment and performance in full of all obligations of Borrower under this Loan Agreement, the Note, the Security Documents, and the other Loan Documents or the earlier release of the liens of the Loan Documents (and all related obligations) in accordance with the terms of this Loan Agreement, the Note, the Security Documents, and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

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

5.3. BORROWER'S RESPONSIBILITIES. To prevent and avoid con struction defects, Borrower shall inspect, review, supervise, and assure the high quality, adequacy, and suitability of: (i) the Plans and Specifications and all change s and amendments; and (ii) architects, contractors, subcontractors, and material suppliers employed or used in the Project, and Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 8 the workmanship of and the materials used by all of them; and (iii) the progress and course of construction and its conformance with the Plans and Specifications and any amendments, alterations, and changes that may be approved by Lender. Borrower will, at Borrower's expense, defend, indemnify, save, and hold Lender harmless against all claims, demands, losses, expenses, damages (general, punitive, or otherwise), and causes of action (whether legal or equitable) asserted by any Person arising out of the use of the proceeds of the Loan. Borrower will pay Lender on demand all claims, judgments, damages, losses, or expenses (including attorney fees and expenses) incurred by Lender as a result of any legal action arising out of the use of the proceeds of the Loan. The provisions of this Section will survive the termination of this Loan Agreement and the repayment of the Loan.

6. INSURANCE.

6.1. PROPERTY INSURANCE. Borrower shall procure and maintain property insurance in a form and substance approved by Lender. Coverage shall be for protection against loss of, or damage to the Property and its improvements to their full insurable value. Borrower shall also procure and maintain insurance against specific hazards affecting Le nder's security for the Loan as may be required by Lender, governmental regulations, or any permanent lender. All such policies shall contain a standard mortgagee loss payable clause in favor of Lender. The insurance required shall be written with a deductible of not more than Twenty-Five Thousand Dollars ($25,000.00).

6.2. 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 al l times. Such insurance coverage must list Lender as an additional insured, and mus t be approved in writing by Lender prior to the disbursement of the Loan.

6.2.1. 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, a nd $2,000,000 general aggregate, all per location of the project, such coverage to include contractual liability to include bodily injury, property damage and persona l injury;

6.2.2. Personal injury insurance with the employment exclusion deleted, unless Lender gives prior written approval for the employment exclusion to remain in the policy;

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

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

6.3.3 CERTIFIED POLICY COPY. Borrower shall provide Lender with a certified copy of each required policy of insurance, upon request by Lender. Borrower shall provide Lender with a Certificate of Insurance of Insurance for each policy on the applicable ACORD form. An d, specific sections of the policy may be requested by Lender for review. The ACORD form shall not substitute for the policy, if the policy is requested. The most current ACORD 25 -S “Certificate of Liability Insurance shall be used for liability insurance.

6.3.4 CANCELLATION. Each policy shall bear an endorsement precluding cancellation or termination of the policy or reduction in coverage unless Lender has been given written notice of such intended action at least thirty (30) days prior to its effective date. In the alternative to such endorsement, Borrower will provide Lender with the cancellation clause and/or any amendatory endorsements that modify or change the policy cancellation clause of the insurance policies in force.

Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 9 It is Borrower’s responsibilit y to notify Lender of any notice of cancellation, non -renewal or non -payment of premium in accordance with your policy provisions. In the event insurance is cancelled or not renewed, Borrower shall notify Lender within forty-eight (48) hours of such cancellation or non-renewal.

_____Borrower’s Initials

6.3.5 FAILURE TO MAINTAIN. If Borrower fails to obtain or maintain, or cause to be obtained and maintained, any insurance required by this Loan Agreement, Lender shall have the right to purchase the insurance o n Borrower’s behalf, and Borrower shall promptly reimburse the full cost of such insurance to Lender. If Borrower fails to reimburse Lender for insurance, the amount of unpaid reimbursement shall bear interest, at the maximum rate permissible under the law, until paid.

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

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

7.4. BORROWER RESERVES. Borrower shall maintain reserves for replacement and repairs required to be made to the Property, fixtures on the Property or personal property used on the Property, or otherwise as approved by Lender, in an amount, at all ti mes, of not less than the lesser of 0.6% of estimated construction costs associated with structures in the Project, excluding construction contingency and general contractor profit, overhead and general requirements, or three hundred and No/100 Dollars ($300.00) per unit per year.

7.6. ANNUAL ADMINISTRATIVE FEE. Borrower agrees to pay an annual administrative fee (“Fee”) to Lender as compensation for monitoring compliance with regulatory restrictions and the administ ration of the Loan. Borrower shall pay annually a Fee equal to 5 basis points (0.05%) of the outstanding bond amount. The Annual Administration Fee shall not be less than fifteen thousand ($15,000) annually. Fee payments shall commence on the Closing Da te for the prorated semiannual period from the Closing Date to and including March 31, 2026, and in equal semiannual installments in advance on each April 1 and October 1 of each year thereafter throughout the term of the Regulatory Agreement. In the event that there are multiple loans, only one annual administrative fee will be collected for all Lender loans.

7.7. BOND PROCEEDS. Borrower shall secure financing in the amount of twenty million and No/100 Dollars ($20,000,000.00) in bond proceeds from the Housing Authority of the City of Sacramento.

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

Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 10 8.2. USE OF LOAN PROCEEDS. Loan Proceeds shall be used solely for actual costs of the Project as stated in the Budget. No Loan Proceeds shall be used for any costs, except as provided in the Budget. Unless otherwise noted in the Budget, allowed predevelopment costs, if any, are not subject to the withholding as Retention.

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

8.5. NOTE AND SECURITY DOCUMENTS. The Loan is evidenced by the Note executed by Borrower in favor of Lender and delivered to Lender upon Close of Escrow. Repayment of the Note is secured by the Trust Deed covering the Property and the Project. Borrower, as trustor, shall execute the Trust Deed in favor of the Title Company, as trustee, in trust for the benefit of Lender and deliver it to Escrow for recordation. The Loan is also secured by the Additional Collateral, i f any, as evidenced by the applicable Security Documents.

8.6. SECURITY AGREEMENT. This Loan Agreement is a "security agreement" within the meaning of the Uniform Commercial Code. Borrower by executing and delivering this Loan Agreement has granted and hereby grants to Lender, as security for the Loan a security interest in the Additional Collateral to the full extent that the Additional Collateral may be subject to the Uniform Commercial Code. Borrower irrevocably appoints Lender as its true and lawful limit ed attorney-in-fact solely to execute and deliver any and all financing statements pursuant to the appropriate statutes, and any other documents or instruments as are required to convey to Lender a valid perfected security interest in the Additional Collateral. Borrower agrees to perform all acts which Lender may reasonably request so as to enable Lender to maintain such valid perfected security interest in the Additional Collateral in order to secure the payment of the Note in accordance with their terms. Lender is authorized to file a copy of any such financing statement in any jurisdiction(s) as it shall deem appropriate from time to time in order to protect the security interest established pursuant to this Loan Agreement. Lender may require at any ti me, and from time to time additions of new contracts and other property to the Additional Collateral.

8.7. REGULATORY AGREEMENT. The Regulatory Agreement imposing covenants, conditions and restrictions running with the land is a material consideration for the making of the Loan. Borrower shall execute the Reg ulatory Agreement prior to Close of Escrow and deliver it to Escrow for recordation. Violation of the Regulatory Agreement is an Event of Default of this Loan.

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

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

8.10. ACCELERATION ON TRANSFER OR REFINANCING OF THE PROPERTY; ASSUMPTION. Except as otherwise provided in the Loan Agreement, if all or any part of the Property or an interest in the Property is sold, transferred or conveyed to any person, or refinanced by Borrower such that additional debt is added to the Property or the cash flows change without Lender's prior written consent, Lender may, at Lender's option, declare all the sums secured by the Trust Deed to be immediately due and payable. Lender shall have waived such option to accelerate if, prior to the sale or transfer, Lender and the Person to whom the Property is to be sold or transferred reach agreement in writing that the Loan may be assumed. If Lender has waived the option to accelerate provided in this Section and if Borrower's successor in interes t has executed a written assumption agreement accepted in writing by Lender, Lender shall release Borrower from all obligations under the Trust Deed and the Note.

9. TITLE INSURANCE. Borrower must procure and deliver to Lender an ALTA Lender's Policy of Tit le Insurance, together with such endorsements as Lender may require, including but not limited to ALTA endorsement nos. 9.6 and 9.7 Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 11 (CLTA endorsement nos. 100 and 116) and ALTA endorsement no. 25 (CLTA endorsement no. 116) insuring Lender in an amount equal to the principal amount of the Loan, that Lender 's Trust Deed constitutes a lien or charge upon the Property and improvements subject only to such items as shall have been approved by Lender. There must be no exceptions permitted for mechanics liens. Title insurance for the Loan must be issued by a title insurer approved by Lender.

10. PERFORMANCE CONDITIONS. The following are conditions precedent to performance under this Loan Agreement:

At Close of Escrow, Lender’s Trust Deed shall be a valid lien against the Property securing the Loan and subject to no exceptions to title (of record or off record) other than the exceptions listed in the “Conditions of Title” in the Escrow Instructions.

10.2. CONDITIONS TO LENDER'S PERFORMANCE. Lender's obligation to perform under this Loan Agreement is subject to all of the following conditions: (a) Borrower has performed all of its obligations then to be performed pursuant t o this Loan Agreement; (b) Borrower has met any applicable Special Provisions; (c) the closing conditions as defined in the Escrow Instructions have been fulfilled as of Close of Escrow; (d) Borrower’s representations and warranties in this Loan Agreement are true and correct as of the date of this Loan Agreement and as of Close of Escrow; (e) this Loan Agreement continues to be in full force and effect, no default on the part of Borrower has occurred under this Loan Agreement, and no event has occurred that, with the giving of notice or the passage of time, will constitute a default by Borrower under this Loan Agreement; and (f) Lender has approved the Approval Documents.

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

11. RELOCATION. Lender is required by law to provide relocation services and make relocation paym ents to eligible tenants that are displaced as a result of the Project. Borrower shall comply fully with all relocation laws that are the obligation of Lender or are otherwise applicable to the Project. Borrower’s compliance with the relocation requireme nts as stated in this Section 9 or the relocation plan for this project, if any, is a material element of this Loan. Borrower’s failure to co mply with the relocation requirements as stated in this Section 9 or a relocation plan prepared for this Project, is an Event of Default, subject to Borrower’s opportunity to cure in accordance with applicable law.

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

Borrower shall, by provisions in its agreements or by direction to its staff, assure that the entity performing the relocation services: (a) shall comply with all applicable law; (b) shall fully inform Lender of all relocation activities; (c) shall mak e all requests for direction or clarification to Lender; and (d) shall respond to and follow Lender’s instruction and direction.

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

Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 12 12.1. CHANGES. In order to assure sufficient funding for the Project, Borrower shall not authorize any Change without the prior written consent of Lender. If in the judgment of Lender, a Change, together with all other Changes contemplated or previously approved by Lender, will cause an increase in the cost of the Project in excess of the contingency reserve identified in the Budget, then Borrower will, as a condition precedent to Lender's consent, provide Lender with proof that the contingency reserve has been increased as necessary to pay for all such Changes. Borrower will submit any such Change to Lender for approval on a form accept able to Lender, together with approvals by the Project Architect, if any, and the General Contractor. Borrower shall maintain funds available in the contingency reserve that are in substantially the same percentage of the original contingency reserve as the percentage of the Project then remaining to be completed.

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

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

12.3.2. ECONOMIC OPPORTUNITY EMPLOYMENT REQUIREMENTS. This Loan requires that to the greatest extent feasible, opportunities for training and employment be given to lower income residents in and around the area of the project. Borrower will instruct its General Contractor and its subcontractors to utilize lower income project area residents as employees to the greatest extent feasible by:

(a) Identifying the number of positions in the various occupat ional categories including skilled, semi-skilled, and unskilled labor, needed to perform each phase of the Project;

(d) Establishing the positions identified in Para graph (3) of this subsection, a goal which is consistent with the purpose of this subsection within each occupational category of the number of positions to be filled by lower income Project area residents; and

(e) Making a good faith effort to fill all of th e positions established in Paragraph (4) of this subsection with lower income Project area residents through Greater Sacramento Urban League, Sacramento Works, Sacramento Employment Training Agency, or similar local workforce agencies.

Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 13 12.3.4. MONITORING PROVISIONS. Borrower, the General Contractor and subcontractors shall comply with the requirements of Lender for monitoring the anti-discrimination and all applicable labor requirements.

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

12.5. PROTECTION AGAINST LIEN CLAIMS. Borrower shall promptly and fully discharge all claims for labor, materials and services in connection with the Project. Borrower shall promptly file a valid Notice of Completion on completion of the Project. Borrower shall promptly file a Notice of Cessation in the event of a cessation of labor on the Project for a continu ous Period of (30) days or more. Borrower shall take all other reasonable steps to protect against the assertion of lien claims against the Property. Within ten (10) days after the filing of any claim of lien against the Propert y, Borrower shall record a surety bond in the office of the Recorder of the County where the Property is located in an amount sufficient to release the claim of lien or deliver to Lender any other assurance as may be acceptable to Lender as evidenced by Lender's written acceptance of such assurance.

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

12.5.2. In any event, Borrower is not required to pay, prior to adjudication, any claims for labor, materials, or services that Borrower, in good faith, reasonably disputes, and that Borrower, at its own expense, is currently and diligently contesting in the proper forum, provided that Borrower has fil ed the surety bond or given Lender such other assurance as Lender accepts in writing.

12.6. OTHER LENDER DRAW. Borrower shall concurrently submit to Lender 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 Lender as the recipient of such requests or, in the absence thereof, to Lender’s Portfolio Management office. Borrower shall provide L ender with true, accurate and correct copies of each Other Lender Draw, if any, including without limitation all supporting information, documents, and other required submittals. Lender shall have the right to reject an Other Lender Draw, for failing to c omply with the Loan, for changing the Project in any material way, or for impairing the ability of Lender to enjoy the practical realization of it s rights under the Loan and its related instruments. If Lender rejects an Other Lender Draw, Borrower shall w ithdraw the notice for such Other Lender Draw and shall not accept and shall return to Lender any disbursement on account of such Other Lender Draw.

12.6.2. LIQUIDATED DAMAGES. IF BORROWER FAILS TO PRO VIDE TO LENDER ANY OTHER LENDER

DRAW, AS AND WHEN REQUIRE D UNDER THIS LOAN AGREEMENT, LENDER SHALL BE IRREP ARABLY HARMED IN THAT BORROWER’S ABILITY TO REPAY T HE LOAN AND LENDER’S SECURITY FOR THE LOAN SHALL BE IMPAIRE D TO AN UNKNOWN EXTENT. BORROWER AND LENDER AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFIC ULT TO FIX ACTUAL RESULTING DAMAGES IN SUCH EVENT . BORROWER AND LENDER, THEREFORE, AGREE THAT AN AMOUN T EQUAL TO TWO PERCENT (2%) OF THE LOAN AMOUNT SHALL CONSTITUTE LIQUIDATED DAMAGES PAYABLE TO LENDER ON ACCOUNT OF SUCH

EVENT, RECEIPT OF WHICH SH ALL CONSTITUTE THE E XCLUSIVE REMEDY OF L ENDER FOR SUCH EVENT , AND ONLY FOR SUCH EVENT. PAYMENT OF SAID AMOUN T TO LENDER AS LIQUIDATED DAMAGES IS NOT INTEN DED AS A FORFEITURE OR PENALTY WITHIN THE MEANING O F CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD , IS INTENDED TO CONS TITUTE LIQUIDATED DAMAGES T O LENDER PU RSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE . SAID

AMOUNT SHALL BE IMMEDIATELY DUE AND PAYABLE AS OF THE DATE ON WHICH BORROWER DELIVERED SUCH OTHER LENDER DRAW TO THE OTHER LENDER. LENDER SHALL HAVE THIRTY (30) DAYS AFTER RECEIVING ACTUAL NOTICE OF SUCH EVENT TO Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 14 NOTIFY BORROWER IN WRITING THAT LIQUIDATED DAMAGES UNDER THIS SECTION ARE DUE. BORROWER SHALL HAVE FIFTEEN (15) DAYS AFTER SUCH WRI TTEN NOTIFICATION TO CURE THE DEFAULT BY WITHDRAWING THE OTHER LENDER DRAW AND RETURNING ANY DISBURSEMENT ON ACC OUNT OF SUCH OTHER LENDER DRAW. IF BORROWER FAILS TO PAY LIQUIDATED DAMAGES WHEN DUE UNDER THIS SECTION, THE LOAN SHALL BE ALL DUE AND PAYABLE AT THE ELECTION OF LENDER.

_____Lender’s Initials

_____Borrower’s Initials

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

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

12.9. PREVAILING WAGES. In accordance with Labor Code Section 1720(c)(5)(E)), so long as the public subsidy for the Project consists of below market rate loans, and the Project restricts occupancy on at least 40% of the units for at least 20 years to individuals or families earning no more than 80% of the area median income, the Project is not subject to prevailing wages. Borrower represents to Lender that Borrower has obtained no public subsidy for the Project that does not meet such criteria. If Borrower obtains other non -qualifying public subsidy, Borrower shall pay prevailing wages for the Project.

Therefore, Borrower indemnifies, holds harmless and defends Lender from all additional wages, benefits, fees, penalties, fines, legal fees, court costs, arbitration costs, and ot her costs arising from the improper application of California prevailing wage laws to the Project by Borrower or General Contractor or both of them.

13. LOAN DISBURSEMENT PROCEDURES.

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

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

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

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

Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 15 13.1.6. Borrower has paid Lender all commitment, loan, and other fees then due, and Borrower has submitted to, and Lender has approved in writing, all documents, records, statements, certificates, reports, and other materials and information then required to be submitted to Lender for approval under this Loan Agreement;

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

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

13.2.3. Borrower has obtained and Lender has approved a loan approval from a financial institution or other lender approved by Lender in its sole discretion, to make the permanent financing obtained by Borrower, or has obtained commitments to issue bonds, which repays after completion of the Project all construction and other loans secured by the Project and which is secured by a senior lien against the Property. Such permanent financing approval must provide: (a) that it is subject only to those conditions that are usual and customary in the industry and that can be satisfied by the proposed closing date of the permanent financing; (b) that it is in full force with no default by any party; and (c) that Lender will have notice of, and a reasonable opportunity to cure, any Borrower defaults;

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

13.2.5. The construction lender’s commitment to make a construction loan is in full force, has not been modified and no event has occurred that with notice or the passage of time or both could result in the termination of it.

Nothing in the permanent loan commitment, or submissions and approvals made under it, conflicts with this Loan Agreement.

Borrower has done all things necessary to keep unimpaired its rights under the loan commitment for the construction lender's construction loan;

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

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

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

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

Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 16 13.3.2. Borrower has provided to Lender a true, accurate and complete copy of the final draw request to all other lenders for the Project;

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

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

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

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

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

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

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

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

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

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

13.5. DISBURSEMENT OF LESS THAN FULL REQUEST. If Lender makes a disbursement which is less than the full amount of the disbursement requested, Lender shall inform Borrower of the items disallowed for disbursement and the reason for disallowing them. Lender shall disburse the Loan in the following order of priority, except as expressly provided and unless paid by Borrower from other funds: (a) first, to pay Lender's Loan fees and expenses due; (b) second, to pay Lender the interest due on the Loan; (c) third, at Lender's option to pay all impositions due; (d) fourth, at Lender's option, to make any other payments that Lender may in its sole discretion deem necessary or advisable to protect Lender's security under the Loan Documents; and (e) fifth, to make the disbursement of funds then due in response to Borrower’s current request for disbursement. For purposes of this section, impositions means all real estate and personal property taxes and other taxes and assessments, water and sewer rates and charges, and all other charges of a Governmental Authority and any interest or costs or penalties with respect to them, ground rent and charges for any easement or agreement maintained for the benefit of the Property, of ev ery nature and any kind that at any time may be assessed, levied, imposed, or become a lien on the Property, Fixtures or income received from the Property or Fixtures, or any use or occupancy of the Property; and any charges, Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 17 expenses, payments, or assessments of any nature that are or may become a lien on the Property or the income received from it.

14. RESIDENTIAL OPERATIONS.

14.3. RESIDENT SERVICES PLAN: Borrower shall provide Lender with a detailed resident services plan including but not limited to the following information: (1) identification of all entities responsible for providing resident services to Project tenants and each entity’s role in the provision of those services; (2) the services will be provided for a minimum of 15 hours per week, including education activities and service coordination; (3) a description of the services to be provided;, (4) a pro forma resident services budget.

14.4. SMOKE FREE ENVIRONMENT. All residential units and indoor common areas must be smoke free.

15. DEFAULT.

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

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

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

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

15.1.6. Borrower's failure to complete the construction of the Project by the Completion Date;

Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 18 15.1.7. The filing of any lien against the Property or Project or the service on Lender of any bonded stop notice related to the Loan, if the claim of lien or bon ded stop notice continues for thirty (30) days without discharge, satisfaction, or the making of provision for payment (including bonding) to the satisfaction of Lender;

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

16. REMEDIES.

16.1.1. Terminate its obligation to make disbursements;

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

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

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

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

16.4. GRANT OF POWER. Subject to the prior rights of lenders whose loans are secured by the Property and senior to the rights of Lender, Borrower irrevocably appoints Lender as its attorney -in-fact, with full power and authority, including the power of substitution, exerc isable on the occurrence of an Event of Default, to act for Borrower in its name, place, and stead as provided in this Loan Agreement, to take possession of the Property and Project, remove all employees, contractors, and agents of Borrower, to complete or attempt to complete the work of construction, and to market, sell, or lease the Property and Project; to make any additions, changes, and corrections in the Plans as may be necessary or desirable, in Lender's sole discretion, or as it deems proper to comp lete the Project; to employ any contractors, subcontractors, suppliers, architects, inspectors, consultants, property managers, and other agents that Lender, in its sole discretion, deems proper fo r the completion of the Project, for the protection or clea rance of title to the Property or Personalty, or for the protection of Lender's interests, to employ security guards to protect the Property and Project from injury or damage; to pay, settle, or compromise all bills and claims then existing or later arising against Borrower that Lender, in its sole discretion, deems proper for the completion of the Project, for the protection or clearance of title to the Property, or for the protection of Lender' s interests; to prosecute and defend all actions and proceedin gs in connection with the Property or Project; and to execute, acknowledge, and deliver all other instruments and documents in the name of Borrower that are necessary or desirable, to Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 19 exercise Borrower's rights under all contracts concerning the Property o r Project, and to do all other acts with respect to the Property or Project that Borrower might do on its own behalf, in each case as Lender in its reasonable discretion deems proper.

17. BLANKET COVERAGE. Borrower’s obligation to carry insurance as required under this Loan Agreement 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 Lender shall nevertheless be named as an additional insured under such blanket policy or policies to the extent required by this Section, the coverage afforded Lender will not be reduced or diminished thereby, and all of the other requirements of this Section 17 with respect to such insurance shall otherwise be satisfied by such blanket policy.

18. MISCELLANEOUS.

18.1. NONRECOURSE. Subject to the provisions of this Section 18.1, and notwithstanding any provision of the Loan Documents other than this Section 18.1, the personal liability of Borrower, and Borrower’s principals, partners, members, agents, officers, and successors in inte rest, to pay the principal of and interest on the debt evidenced by the Note and any other agreement evidencing Borrower's obligations under the Note shall be limited to (a) the Collateral, (b) the personal property described in and pledged under any Loan Document, and (c) the rents, profits, issues, products and income of the Property, including any received or collected by or on behalf of Borrower after an Event of Default.

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

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

If the condemnor offers to make an award or settle a claim for damages to the Property and: (1) the Property is abandoned by Borrower; or (2) after notice by Lender to Borrower of the condemnor’s offer, Borrower fails to respond to Lender within 30 days after the date such notice is mailed; Lender is authorized to collect and apply the proceeds, at Lender's option, either to restoration or repair of the Property or to the sums secured by the Trust Deed.

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

18.5. FUNDING REQUIREMENTS. Borrower shall comply with all laws, rules, regul ations and Funding Requirements that govern the use of such funds as more particularly described in Exhibit 7. Lender, to the extent required by law, shall cooperate with and assist Borrower in fulfillment of such obligations. If Lender, as a result of a ctions of Borrower, shall be obligated to repay the Loan Program any amount of the Loan Proceeds, Borrower shall make such repayment on account of Lender and failure to do so shall be an Event of Default.

18.6. NATURE OF REPRESENTATIONS AND WARRANTIES. Borrower certifies to Lender that all representations and warranties made in this Loan Agreement and all other Loan Documents are true and correct in all material respects and do not contain any untrue statement of a material fact or omit any material fact necess ary to make the representations and warranties not misleading. All representations and warranties will remain true and correct in all material respects and will survive so long as any of Borrower's obligations have not been satisfied or the Loan or any pa rt of it remains outstanding, Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 20 and for any applicable statute of limitations period. Each request by Borrower for a disbursement will constitute an affirmation that all representations and warranties remain true and correct as of the date of that request. Each representation and warranty made in this Loan Agreement, in any other Loan Documents, and in any other document delivered to Lender by Borrower will be deemed to have been relied on by Lender, regardless of any investigation, inspection, or inquiry m ade by Lender or any related disbursement made by Lender. The representations and warranties that are made to the best knowledge of Borrower have been made after diligent inquiry calculated to ascertain the truth and accuracy of the subject matter of each representation and warranty.

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

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

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

18.10. NOTICES. Borrower irrevocably appoints Lender as its agent (the agency being coupled with an interest) to file for record any notices of completion, cessation of labor, or any other notice that Lender deems necessary or desirabl e to protect its interests under this Loan Agreement or under the Loan Documents. All notices to b e given under this Loan Agreement shall be in writing and sent to the addresses stated above for the respective recipient by one or more of the following methods.

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

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

CREDIT LIMITED PARTNER MAY NOT TOLL ANY CURE P ERIOD NOR CONSTITUTE A WA IVER OF ANY OBLIGATI ON, REQUIREMENT, OR COVENANT REQUIRED TO BE PERFORMED HE REUNDER BY BORROWER. ALL NOTICES TO THE TAX CREDIT

LIMITED PARTNER MAY BE SENT IN ACCORDANCE WITH THE PROCEDURES FOR DELIVERING NOTICES SET FORTH IN THIS LOAN

AGREEMENT FOR THE FOLLOWING ADDRESS OR SUCH ALTERNATIVE OR ADDITIONAL CONTACT NAMES AND/OR ADDRESSES OF WHICH LENDER IS SO NOTIFIED IN WRITING BY THE LIMITED PARTNER:

MCC Housing LLC
c/o Merritt Community Capital Corporation
1901 Harrison Street, Suite 1650
Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 21 Oakland, California 94612
Attention: President & CEO

WITH A COPY TO:

BOCARSLY EMDEN COWAN ESMAIL & ARNDT LLP
633 WEST FIFTH STREET, SUITE 5880
LOS ANGELES, CALIFORNIA 90071
ATTENTION: RACHEL ROSNER, ESQ.
(213) 239-8074

18.13. SIGNS. Borrower agrees that on the request of Lender, Borrower will erect and place on or in the immediate vicinity of the Property a sign indicating that Lender has provided construction financing for the Project, which sign shall remain for the duration of cons truction. If Borrower places a sign on the Property during construction stating the names of the Project participants, it shall also name “Sacramento Housing and Redevelopment Agency” as a participant in the Project.

Lender’s name on the sign shall be in letters not less than size of letters used to name any of the other participants.

Notwithstanding the foregoing, if there is an assignment, conveyance, or encumbrance, Lender may nevertheless at its option continue to make disbursements under this Loan Agreement to Borrower or to those who succeed to Borrower's title, and all sums so disbursed will be deemed to be disbursements under this Loan Agreement and not modifications, and will be secured by the Security Documents. Lender may at any time assign the Loan Documents to any affiliate of Lender or to a national bank or other lender having experience with construction lending, and the assignee will assume the obliga tions of Lender, and Lender will have no further obligation of any nature. In that case, the provisions of this Loan Agreement will continue to apply to the Loan, and the assignee will be substituted in the place and stead of Lender, with all rights, obli gations, and remedies of Lender, including, without limitation, the right to further assign the Loan Documents. In addition, Lender may at any time assign a participation in the Loan to any other party, provided that Lender continues to be primarily oblig ated under this Loan Agreement.

18.15. PREPAYMENT. Borrower may prepay the Loan only on and subject to the terms and conditions in the Note.

Borrower shall have no rights to receive, and under no circumstances will Borrower receive repayment of any fees previously paid to Lender.

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

Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 22 18.19. RECORDING AND FILING. Borrower, at its expense, will cause the Security Documents and all supplements to be recorded and filed and re-recorded and re-filed in any manner and in any places as Lender will reasonably request, and will pay all recording, filing, re-recording, and re-filing taxes, fees, and other charges.

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

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

18.24. COUNTERPARTS. The Loan Documents may be executed in any number of counterparts and by different parties in separate counterparts, each of which when executed and delivered will be deemed an original and all of which counterparts taken together will constitute one and the same instrument.

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

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

18.27. INDEMNITY. Borrower agrees to defend, indemnify, and hold Lender harmless f rom all losses, damages, liabilities, claims, actions, judgments, costs, and reasonable attorney fees that Lender may reasonably incur as a direct or indirect consequence of the making of the Loan, Borrower's failure to perform any obligations as and when required by this Loan Agreement or any of the other Loan Documents, the failure at any time of any of Borrower's representations or warranties to be true and correct, or any act or omission by Borrower, any contractor, subcontractor, engineer, architect, o r other Person with respect to the Property, the Project, or any portion of them except to the extent caused by the gross negligence or willful misconduct of Lender. Borrower will pay immediately on Lender's demand any amounts owing under Exhibit A – City Funds Loan Documents
Donner Field – City Funds – Construction and Permanent Loan Agreement Page 23 this indemnity, together with interest at the maximum rate permitted by law from the date Lender makes a payment or incurs a loss. Borrower's duty to indemnify Lender will survive the release and cancellation of the Note and the reconveyance or partial reconveyance of the Trust Deed.

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

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

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

18.32. NUMBER, IDENTITY AND GENDER. When the context and construction so require, all words used in the singular will be deemed to have been used in the plural and vice versa. When the con text and construction so require, all words which indicate a gender will be deemed to have been used to indicate the gender as indicated by the context.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 24

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

BORROWER:

DONNER FIELD SENIOR, L.P.,

A CALIFORNIA LIMITED PARTNERSHIP

By: Eden Donner Field LLC,
a California limited liability company,
its general partner

By: Eden South Bay, Inc.,
a California nonprofit public benefit corporation,
its sole member/manager

By: ____________________________
Andrea Osgood
Chief of Real Estate Development and Executive
Vice President

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 25 THE PARTIES HAVE EXECUTED THIS LOAN AGREEMENT in Sacramento, California as of the Effective Date.

LENDER:

HOUSING AUTHORITY OF THE CITY OF SACRAMENTO,

A PUBLIC BODY, CORPORATE AND POLITIC

By: _______________________________________
Interim Executive Director

Approved as to form:

___________________________________________
Lender Counsel

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 26 Exhibit 1: Legal Description

APN: 014-0223-004-0000

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 27 Exhibit 2: Scope of Development

Donner Field Senior Apartments

This new construction project contains one, two and three story components with two 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. Th e project consists of two buildings – one U-shaped two-and three-story residential building and one single story community building that houses most of the interior common space for this community.

The heart of the project is a common greenspace that the residences overlook as it provides op portunities for seniors to socialize, garden, recreate and relax. Ground floor units in the courtyard have porches that adjoin a walking path that connects the north and south residences, the community building, mail area, BBQ, elevators, parking and bocce ball court.

I. Building Exteriors:

1. Broadband Infrastructure will be installed meeting the requirements of 24 CFR 5.100.1

6. Designated Smoking Area (Covered): The ADA-compliant designated smoking area will be located under a covered area adjacent to parking and will include a net zero ventilation system.

7. Non-Smoking: The exterior common areas are 100% non-smoking.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 28

8. 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 anat grade, landscaped courtyard with a BBQ and picnic area, community garden, and a covered mailbox ce nter. The Landscape Plan dated April 16, 2021 was approved by the Lender. Any modifications to the Lender-approved Landscape Plan require Lender’s written approval prior to implementation of changes. All landscaped areas will be served by a programmable automated irrigation system.

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

10. 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.

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

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

13. Site Fencing: The sliding auto entry gate for the site is on 8th and 9 th Avenue through the only entry drive. The hours of vehicular gate access is yet to be determined and is pending full consultation with the fire department. The site will be gated and closed after business hours. R esidents and employees of the community will have remote access to open the gate and park inside. Exit only may be instituted (pending full consultation with the fire department) on 8th Avenue. The ADA compliant Pedestrian access to the site is through a p erson-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 (3’) wood and tubular metal along 45th Street/9th and 8th Avenues. The property line between the adjacent Fortune School and Donner Field site will have a wall pursuant to City Planning recommendation and final specifications approved by Lender. The use of chain linked fence or barbed wire is not permitted.

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

15. Roof: Buildings are planned with low sloped roofs and extended eaves in order to provide maximum lin eal 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. The roof will have a 20 year warranty.

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

II. Building Interiors

2. Non-Smoking: The apartments and indoor common areas are 100% non-smoking.

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 wi th 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.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 29

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.

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

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 th e 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.

12. Flooring: All apartment interior flooring finishes shall contain luxury vinyl plank (LVP) in the entry, kitchen and dining areas. Bathrooms will contain sheet vinyl. Bedrooms, hallways, closets and living areas will contain carpet tile that meet CRI Green Label Plus/Cal Green Standard specifications. Community Rooms, including the kitchen area, will contain luxury vinyl plank. Common area entry lobbies, corridors, offices and technology lab/computer room will contain carpet tile that meets CRI Green Label Plus/Cal Green Standard specifications. Service areas, including but not limited to the following areas, will contain sheet vinyl: UPPER LEVELS: Maintenance Room; Mechanical Rooms; Janitor Closets; Storage: Elevator Equipment Rm.; Trash access rooms. Service areas, including but not limited to the following areas shall contained stained sealed concrete: GROUND LEVEL:

13. Apartment interior flooring finishes: 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.

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

III. Community Amenities

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 30

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

5. Elevators: Two (2) hydraulic elevators will be installed. The elevator floor surface area will be a minimum of 28 square feet.

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.

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.

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

12. Bicycle parking: A minimum of 34 long-term and 10 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.

Attachment 1: Lender’s Minimum Construction Standards exhibit is on the following page.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 31 Attachment 1: Lender’s Minimum Construction Standards
This attachment is from Exhibit 2 from the Lender’s Multifamily Lending Policies.

RENTAL PROPERTY MINIMUM CONSTRUCTION STANDARDS

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 Mult ifamily 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 com ponents 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.

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.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 32 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. Veget ation 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 bub blers 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.

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.

Site Work – Rehabilitation only

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

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.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 33 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

Doors and Windows

B. All doors must have matching hardware finishes.

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

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.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 34 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.

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.

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

Equipment

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 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.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 35 Mechanical/Plumbing

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

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.

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

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.

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 act ual 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

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 36 Exhibit 3: Note Form

PROMISSORY NOTE

FOR DONNER FIELD SENIOR APARTMENTS

CONSTRUCTION AND PERMANENT LOAN AGREEMENT

CITY FUNDS

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

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

DEFINED TERM: DEFINITION:
“Effective Date” October 20, 2025
“Lender” Sacramento Housing and Redevelopment Agency
“Borrower” Donner Field Senior, L.P.
“Borrower Legal
Status”
a California limited partnership
“Loan Agreement” The Loan Agreement between the Borrower and Lender as of the Effective Date for making of the loan (“Loan”) evidenced by this Note.
“Principal
Amount”
One Million Two Hundred Fifty Thousand Dollars and No Cents ($1,250,000.00) “Interest Rate” The interest rate is 3% per year, simple interest. “Accrual Date” Interest shall accrue starting on the following “Accrual Date”: October 20, 2025 “Special Terms”
At completion of construction, Borrower shall submit to Lender a cost certification prepared by a qualified, independent auditor acceptable to Lender, which cost certification shall indicate the amounts actually spent for each item in the cost breakdown. If there is an aggregate savings in the total of all such cost breakdown items from the cost breakdown items in the original Budget approved by the Lender, the Lender shall withhold for itself as Loan repayment, one-half of such savings from the amount of retention then held by the Lender, and the Loan balance shall be reduced by the amount so withheld. The Lender, in its sole discretion, shall determine any reduction and/or repayment of the Loan based upon this cost certification and the original approved Budget for the Project.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 37 “Payment
Amount(s)”
Annual principal and interest payments shall be deferred from the Loan’s Effective Date through the first 17 years. Beginning November 1, 2042, annual payments shall be applied to the unpaid interest. The Payment Schedule is as follows:

Payments will be applied as follows:

J) Seller Carry Back

1. This Note evidences the obligation of Borrower to Lender for repayment of the Loan. The terms and covenants of the Loan Agreement are incorporated in this Note by reference. The Loan Agreement provides for and incorporates the Regulatory Agreement (as defined in the Loan Agreement), the making of which is further consideration for this Note.

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

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

6. Upon occurrence of any one or more of the following, Lender may, at its sole discretion, declare all unpaid principal immediately due and payable, together with all unpaid interest at the stated rate from the date of the advancement of the Loan's proceeds, subject to applicable cure periods, if:

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

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 38 b. Lender discovers that Borrower, in any application to Lender in connection with the Loan, either (i) failed to disclose, or (ii) misrepresented any fact that would have prevented Borrower from being eligible for the Loan. c. Lender discovers that Borrower has made any misrepresentations or has intentionally withheld any fact in the making or continuation of this Loan, the knowledge of which could have affected the decision of Lender to make the Loan. d. Borrower defaults or breaches any of the terms of Loan Agreement, the Trust Deed, the Regulatory Agreement or this Note.
e. Borrower fails to perform any covenant, term or condition in any instrument creating a lien upon the Property which is the security under the Trust Deed, or any part thereof, which lien shall have priority over the lien of the Trust Deed securing this Note. f. The sale, transfer of title, conveyance or further encumbrance of the Property, whether by sale, exchange, gift, inheritance or other means, without prior written consent of Lender. g. Any of the following occur:
1) Borrower becoming insolvent or bankrupt or being unable or admitting, in writing, Borrower’s inability to pay debts as they mature or making a general assignment of or entering into any restructure payment arrangement with creditors. 2) Proceedings for the appointment of a receiver, trustee or liquidator of the assets of Borrower or a substantial part of such assets, being authorized or instituted by or against the Borrower. 3) Proceedings under any bankruptcy, reorganization, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any jurisdiction being authorized or instituted against Borrower.

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

10. Subject to the provisions of this Section 10, and notwithstanding any provision of the Loan Documents other than this Section 10, the personal liability of Borrower, and Borrower’s principals, partners, members, agents, officers, and successors in interest, to pay th e principal of and interest on the debt evidenced by this Note and any other agreement evidencing Borrower's obligations under this Note shall be limited to (a) the Collateral (as defined in the Loan Agreement), (b) the personal property described in and pledged under any Loan Document, and (c) the rents, profits, issues, products and income of the Property, including any received or collected by or on behalf of Borrower after an Event of Default under the Loan Documents.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 39 IN WITNESS WHEREOF, Borrower has executed this Note as of the Effective Date.

Borrower:

Donner Field Senior, L.P.

By:
_______________________________________
Andrea Osgood
Chief of Real Estate Development
and Executive Vice President Authorized Representative

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 40 Exhibit 4: Trust Deed Form

DEED OF TRUST AND ASSIGNMENT OF RENTS

CITY FUNDS
Donner Field Senior Apartments

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

TERM DEFINITION
“Effective Date” October 20, 2025
“Trustor” and
“Borrower”
Donner Field Senior, L.P., a California limited partnership “Borrower
Address”
22645 Grand Street Hayward, CA 94541
“Trustee” Placer Title Company
“Beneficiary” and
“Lender”
Sacramento Housing and Redevelopment Agency, a public body, corporate and politic “Lender Address” 801 12th Street, Sacramento, California 95814 “Property”
Which is real property located in the County of Sacramento and the State of California as more particularly described in the Legal Description.

Address 4501 9th Avenue, Sacramento, California 95820
Assessor’s Parcel Number 014-0223-004-0000
“Legal
Description”
The Legal Description of the Property which is more particularly described in the attached Exhibit 1 Legal Description, which is incorporated in and an integral part of this Deed of Trust
“Loan” Which is Lender’s loan to Borrower evidenced by the Note and which is secured by this Deed of Trust.
“Loan
Agreement”
Which is the agreement between Lender a nd Borrower stating the term and conditions of the Loan.

If to Borrower:

Donner Field Senior, L.P.
c/o Eden South Bay, Inc.
22645 Grand Steet
Hayward, CA 94541

With a copy to:

MCC Housing LLC
c/o Merritt Community Capital Corporation
1901 Harrison Street, Suite 1650
Oakland, California 94612
Attention: President & CEO

With a copy to:

Gubb and Barshay LLP
c/o Erica Williams Orcharton
235 Montgomery Street, Suite 1110
San Francisco, CA 94104

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 41 “Note”
Which is Borrower's promissory note made in accordance with the Loan Agreement evidencing the following principal sum or such lesser amount as shall equal the aggregate amount disbursed to Borrower by Lender, with interest.

Which has a principal sum of One Million Two Hundred Fifty Thousand Dollars and No Cents ($1,250,000.00)
“Regulatory
Agreement”
Which is that certain Regulatory for Residential Rental Property and Declaration of Restrictive Covenants Affecting Real Property City Funds entered into by and between Borrower and Lender as additional consideration for Lender making the Loan.

Which is dated: October 20, 2025

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

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

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

Borrower and Lender covenant and agree as follows:

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

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

3. Hazard Insurance. Borrower shall keep the improvements now existing or later erected on the Property insured against loss of fire or hazards under a policy approved by Lender consistent with the insurance requirements of the Loan Agreement.

In addition, Borrower shall insure against loss of all furniture, equipment and other personal property owned by Borrower related to Borrower's operation of the Property. Lender shall have the right to hold the policies and policy renewals, and Borrower shall promptly furnish to Lender all renewal notices and all receipts of paid premiums . In the event of loss, Borrower shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower.

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

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 42 Unless Lender and Borrower otherwise agree in writing, any such application of insurance proceeds to principal shall not extend or postpone the due date of any Loan payment or change the amount of such payment. If the Property is acquired by Lender pursuant to this Deed of Trust, all right, title and interest of Borrower in and to any insurance policies and proceeds of such policies resulting from damage to the Property prior to the sale of acquisition shall pass to Lender to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition.

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

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

Any amounts dis bursed by Lender pursuant to this Section 6, with interest, shall become additional indebtedness of Borrower secured by this Deed of Trust. Unless Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from Lender t o Borrower requesting payment, and shall bear interest from the date of disbursement at the highest rate permissible under applicable law. In any event, this Section shall be construed as a right and an option of Lender and shall not be construed to require Lender to incur any expense or take any action.

8. Condemnation. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of all or any part of the Property, or for conveyance in lieu of condemnatio n, shall be applied as provided in the Loan Agreement.

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

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

The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of the indebtedness secured by this Deed of Trust.

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

12. Successors and Assigns Bound; Joint and Several Liability Captions . The covenants and agreements contained in this Deed of Trust shall bind, and the rights under this Deed of Trust shall inure to, the respective successors and assigns of Lender and Borrower, subject to the provisions of Section 15. All covenants and agreements of Borrower shall be joint and several.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 43 The captions and headings of the paragraphs of this Deed of Trust are for convenience only and are not to be used to interpret or to define its provisions.

15. Acceleration on Transfer or Refinancing of the Property; Assumption . Except as otherwise provided in the Loan Agreement, if all or any part of the Property or an interest in the Property is sold or Transferred or refinanced by Borrower without Lender's prior written consent, Lender may, at Lender's option, declare all the sums secured by this Deed of Trust to be immediately due and payable. A “Transfer” occurs whenever any of the following occur: 1) the transfer of any partnership interest to or from any partner; 2) the removal, addition, or substitution of one or more of the general or limited partners of Borrower; or any change in title to the Property or the Project Lender shall have waived such option to accelerate if, prior to the refinancing, sale or transfer, Lender and the person to whom the Property is to be sold or transferred reach agreement in writing that the loan may be assumed. If Lender has waived the option to accelerate provided in this Section and if Borrower's successor in interest has executed a written assumption agreement accepted in writing by Lender, Lender shall release Borrower from all obligations under this Deed of Trust and the Loan Agreement.

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

16. Acceleration on Breach; Remedies . Except as provided in Section 15, upon Borrower's breach of any covenant or agreement of Borrower in this Deed of Trust, the Regulatory Agreement, or Loan Agreement, Lender may mail noti ce to Borrower specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, no less than 30 days from the date the notice is mailed to Borrower, by which breach must be cured; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Property .

If the breach is not cured on or before the date specified in the notice, Lender at Lender's option may declare all of the su ms secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by applicable law. Lender shall be entitled to collect from the Borrower, or sale proceeds, if any, all reasonable costs and expenses incurred in pursuing the remedies provided in this Section, including, but not limited to reasonable attorney's fees.

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

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 44

17. Assignment of Rents; Appointment of Receiver; Lender in Possession . As additional security, Borrower assigns to Lender the rents of the Property, (the “Rent”) provided that Borrower shall, prior to an acceleratio n for breach as provided above or abandonment of the Property, have the right to collect the Rent as they become due.

Sacramento City CouncilOctober 7, 2025

Sacramento City Council
October 7, 2025