Attachment 3 - Option to Purchase - JHC Acquisitions (5th and Meridian) DRAFT 10.24.25-c1 — Mayor and City Council, December 17, 2025

OPTION TO PURCHASE REAL PROPERTY
THIS OPTION TO PURCHASE REAL PROPERTY (this “Agreement”) is entered into as of the ___ day of ________________, 2025 (the “Effective Date”), by and between CITY OF SAN BERNARDINO, a California municipal corporation (“Optionor” or "City"), and WEST FIFTH STREET HOUSING PARTNERS LP, a California limited partnershp (“JHC”). Optionor and JHC are sometimes referred to individually as a “Party” and collectively herein as the “Parties.”

RECITALS
A. Optionor currently owns fee title to that certain real property comprising approximately three and one-half (3.5) acres and located at 5 th Street and Meridian Avenue (APNs 0142-522-08, 0142-522-09, 0142-522-11, 0142-522-12, 0142-522-13, 0142-522-14, 0142-522-15, 0142-522-16, 0142-522-17, 0142-522-25, 0142-522-35, 0142-522-36, 0142-522-37, 0142-522-38, 0142-522-41 and 0142-522-42) in the City of San Bernardino, State of California, and more specifically described in Exhibit A ("Property").

B. JHC desires to develop and operate on the Property an affordable housing apartment community containing approximately one hundred six (106) residential dwelling units for extremely-low, very-low, and low-income households (the “Affordable Housing Project”).

C. Optionor and JHC desire to enter into this Agreement to provide for Optionor to grant to JHC and for JHC to obtain from Optionor an option to purchase the Property upon the terms more particularly set forth in this Agreement.

D. Optioner and JHC previously entered into an Exclusive Negotiating Agreement (the "ENA"), dated as of February 18, 2025, for the purpose of establishing that JHC has the right to negotiate for the acquisition of the Property and a disposition and development agreement for the Affordable Housing Project (the "DDA").

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS,

WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE, AND THE MUTUAL

PROMISES CONTAINED IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:

AGREEMENT

1. Grant of Option.
(a) Option. Optionor hereby grants to JHC the option (the “Option”) to purchase the Property on the terms and conditions set forth in this Agreement. (b) DDA Form. Prior to the exercise of the Option, Optionor and JHC shall agree on the final form, terms and conditions of the disposition and development -2-
agreement for the Property (“DDA”), which DDA shall incorporate the basic terms set forth on Exhibit “B” attached hereto. Upon the mutual agreement of the final form, terms and conditions of the DDA, the Parties shall attach the form of the DDA, to this Agreement as a substitute Exhibit “B”. If Optionor and JHC do not agree in writing on the form, terms and conditions of the DDA prior to the expiration of the Term (as hereinafter defined), this Agreement and the Option shall automatically terminate, without the need of any notice or documentation, and neither Party shall have any further rights or obligations hereunder. (c) Compliance with the ENA. Except as specifically modified herein, the terms and conditions of the ENA, as set forth in Exhibit "C" attached hereto and incorporated herein by reference, remain in full force and effect. During this Agreement, JHC shall exercise reasonable diligence and good faith in pursuing the development of the Project and negotiating the DDA in accordance with the ENA. Failure to pursue the Project or negotiate the DDA with reasonable diligence and in good faith shall constitute a default of this Agreement.

2. Term of Option.
(a) Term. The term of the Option shall be for a period commencing on the Effective Date and ending 5:00 p.m. (California time) on February 18, 2027 (the “Term”). Notwithstanding the foregoing, JHC shall have the right to extend the Term for a period of ninety (90) days by providing written notice to the Optionor prior to the expiration of the Term.
(b) Exercise of Option. At any time during the Term after the Parties have agreed on the terms and conditions of the DDA, and the City Council of the City has considered and approved the DDA, provided that JHC is not in default under this Agreement, JHC may exercise the Option by giving written notice to Optionor of its exercise of the Option (the “Option Notice”). Promptly after the exercise of the Option, JHC and Optionor shall execute and deliver the DDA.
(c) Expiration. The Option shall expire at 5:00 p.m. (California time) on the last day of the Term.

3. Option Consideration. The Option is granted in consideration of JHC’s payment to Optionor of the sum of Ten Dollars ($10.00). JHC shall pay such amount to Optionor upon the execution of this Agreement.

4. Right of Entry on the Property. During the Term, at JHC’s sole cost and expense, JHC and its designated agents, employees, contractors and representatives shall have the right to enter on the Property at all reasonable times and from time to time, for the purpose of conducting any and all procedures, inspections, surveys, tests and investigations as JHC may desire in connection with this Agreement and the Property (or any part thereof), including, without limitation, soils tests, surveys and environmental assessments, except that no invasive testing or boring shall be performed unless Optionor has approved the work plan therefor, which approval will not be unreasonably withheld or delayed. Promplty upon the completion of any activity by JHC, its agents, -3-
employees, contractors or representatives, JHC shall cause the Property to be restored to the condition existing immediately prior to the activity to the extent practicable, provided that JHC shall not be obligated to repair conditions merely discovered by JHC. JHC shall indemnify Optionor, its affiliates (and the officers, directors, agents and employees of such affiliates), directors, officers, officials, agents and employees from and against all damage to the Property or injury to persons caused by JHC and/or its agents, employees, contractors or representatives in exercising its rights under this Section 4.

2. Insurance. As a condition to entering on the Property, JHC shall provide Optionor with not less than one (1) business days’ prior written notice of each such entry and deliver to Optionor a certificate of liability insurance in an amount not less than two million dollars ($2,000,000) combined single limit reasonably acceptable to Optionor, and proof of insurance for all other insurance requirements of the ENA.

3. Optionor’s Cooperation in Seeking Permits and Approvals. During the Term, JHC may meet with all city, county, district and other governmental entities to discuss JHC’s proposed development of, and other matters relating to, the development of the Property and may obtain all project approvals that JHC may deem necessary or advisable in connection therewith. Provided Optionor does not incur any liabilities or out- of-pocket costs except those authorized by Optionor and without binding the Property prior to the execution and delivery of the DDA in any way, Optionor agrees to cooperate with JHC in any such matters and execute any and all documents or join in any applications that may be required to obtain all such project approvals in connection with the development of the Property. However, the Parties agree that this Agreement shall not be binding on the City Council or the Planning Commission of the City regarding any approvals of the Affordable Housing Project required by such bodies. JHC obtains no right to develop the Affordable Housing Project on the Property or any portion of the Property by virtue of this Agreement. The approval of this Agreement shall not be considered approval or commitment to a "project" for purposes of the California Environmental Quality Act ("CEQA") and JHC agrees that it shall assist the City to comply with and complete environmental review of the Project pursuant to all applicable federal and state laws and regulations, including CEQA and the National Environmental Protection Act ("NEPA") and approval thereof, as applicable, in accordance with requirements of the ENA.

4. Covenants and Obligations of JHC.
(a) JHC shall apply for tax credits in the earliest round of applications for tax credits following the Effective Date, and if unsuccessful JHC shall apply for tax credits in future rounds of applications for tax credits during the Term. (b) JHC shall secure soft financing commitments from public agencies within six (6) months of the Effective Date.
(c) JHC shall secure all remaining financing commitments for the Project within nine (9) months of JHC’s receipt of an award of tax credits. -4-
(d) JHC shall obtain approval from the County of San Bernardino for a funding commitment of not less than Ten Million Dollars ($10,000,000) within thirty (30) days of the Effective Date.
(e) JHC shall acquire title to all real estate for the Project on or before the exercise of the Option.

8. Early Termination.
(a) The City shall have the right to terminate this Option with written notice to JHC for
a breach by JHC of the covenants or obligations set forth in Section 7, above.
(b) In the event of a breach by JHC of any other obligations set forth in this Agreement, Optioner may provide a written notice of default ("Notice of Default") to JHC and JHC shall have thirty (30) days following receipt of such Notice of Default to cure, except that, in the event of a breach that reasonably requires more than thirty (30) days to cure, then JCH shall have such time as is reasonably necessary to cure, provided JHC diligently prosecutes such cure to completion. If JHC does not cure within the applicable time period, then JHC shall be in default and Optioner may terminate the Agreement by written notice of termination.
(c) In the event of a termination under this Section 7, the Option and this Agreement shall terminate effective immediately and the Parties shall have no further obligations under this Agreement, unless any obligations survive termination, and the City shall have all remedies available under law or equity, including those remedies set forth in the ENA.

9. Notices. All notices or other communications made pursuant to this Agreement shall be in writing and shall be served to the Parties at the following addresses (i) mailed by certified mail, postage prepaid, return receipt requested; (ii) sent by express delivery service, charges prepaid with a delivery receipt; (iii) personally delivered with a delivery receipt; or (iv) delivered via facsimile with a follow-up notice as provided below:

Optionor: City of San Bernardino
290 N D Street,
San Bernardino, CA 92401
Attn.: City Manager
JHC: West Fifth Street Housing Partners LP
c/o Jamboree Housing Corporation
17701 Cowan, Suite 200
Irvine, CA 92614
Attn: Laura Archuleta
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With a copy to: Rutan & Tucker, LLP
18575 Jamboree Road, 9th Floor
Irvine, CA 92612
Attention: Patrick D. McCalla
All notices shall be deemed received on the date shown on the delivery receipt as the date of delivery, the date delivery was refused, or the date the notice was returned as undeliverable. All notices delivered via facsimile shall be deemed received upon confirmation of electronic transmission, provided that the applicable notice is confirmed by a follow-up notice using another approved method hereunder within seventy-two (72) hours. Either Party may change its address for the purposes of this paragraph by giving prior written notice of the change to the other Party in the manner provided in this Section.

5. Assignment of Option. JHC may not assign its rights or obligations under this Agreement without the prior written consent of Optionor.

6. Binding Effect. This Agreement and its terms and conditions shall be binding upon and inure to the benefit of the Parties to this Agreement and their respective successors and permitted assigns.

7. Time. Time is of the essence of this Agreement.

8. Further Documents. Upon the reasonable request of the other Party, each Party will execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such further instruments and documents as may be reasonably necessary in order to carry out the intent and purpose of this Agreement, including escrow instructions.

9. Exhibits. All exhibits attached to this Agreement and referred to in this Agreement are incorporated into this Agreement by this reference as though they were fully set forth in this Agreement.

10. Commission. Each Party to this Agreement represents to the other Party that it has not engaged or used the services of any person, firm or corporation that may claim a broker’s commission or finder’s fee upon execution of this Agreement, the exercise of the Option or the execution of the DDA, and each Party hereto agrees to hold the other Party harmless from any loss, damage, expense or liability, including attorney’s fees, resulting from any claim by any person, firm or corporation based upon its having acted as broker or finder on behalf of said indemnifying Party.

11. Captions. The captions of the sections/paragraphs of this Agreement are for convenience and reference only, and the words contained in the captions shall in no way be held to explain, modify, amplify or aid in the interpretations, constructions or meaning of the provisions of this Agreement.

12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Agreement.
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13. Attorney’s Fees. In any action between JHC and Optionor to enforce or interpret any of the terms of this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including, without limitation, reasonable attorneys’ fees and expert witness fees.

14. Entire Agreement. This Agreement contains the entire agreement between the Parties respecting the matters set forth herein, and supersedes all prior agreements between the Parties respecting such matters; provided, however, that the ENA remains in full force and effect, except to the extent the terms and conditions thereof are specifically modified herein.
[END OF AGREEMENT - SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
“Optionor”
CITY OF SAN BERNARDINO, a California
municipal corporation
By:

City Manager
ATTEST:
____________________________
City Clerk
APPROVED AS TO LEGAL FORM:
_____________________________
By: _______________________
City Attorney
“JHC”

WEST FIFTH STREET HOUSING PARTNERS
LP, a California limited partnership
By: JHC-West Fifth Street LLC, a California
limited liability company
Its: Managing General Partner
By: Jamboree Housing Corporation, a
California nonprofit public benefit
corporation
Its: Manager
By:

Michael Massie, Executive
Vice President and Chief
Development Officer
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EXHIBIT “A”
EXHIBIT “A”

DESCRIPTION OF THE CITY PROPERTY
Real property located in the City of San Bernardino, County of San Bernardino, State of California, described as follows:

APN: 0142-522-08:

Parcel 1:

Lot 10 of Tract No. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 90 Page(s) 44 of Maps, in the Office of the County Recorder of said County.

Together with that portion of the south 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which would pass by normal operation of law.

Parcel 2:

Parcel 3:

An easement for ingress, egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, State of California, a certified copy thereof recorded April 3, 1987 as
Instrument No. 87-110057 of Official Records of said County lying within Lot 1 of Tract 7050.

APN: 0142-522-09:

Lot 9 of Tract no. 7050 in the City of San Bernardino, County of San Bernardino, State of California, as shown by map on file in Book 90, Page(s) 44 of Maps, in the Office of the County Recorder of said County.

Together with that portion of the South 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino. A Certified Copy of which
recorded April 3, 1987 as instrument No. 87-110057 of Official Records, which would pass by normal operation of law.
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APN: 0142-522-11:

Parcel 1:

Lot(s) 7 of Tract No. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 90 Page(s) 44 of Maps, in the Office of the County of said County.

Together with that portion of the south 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which
recorded April 3, 1987 as Instrument No. 87-110057, Official Records, which would pass by normal operation of law.

Parcel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in the certain Resolution No. 87-56 of the City Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3,1987 as Instrument No. 87-110057 of the Official Records of said County, except therefrom any portion lying within Parcel 1 above.

APN: 0142-522-12:

Parcel 1:

Lot 6 of tract No. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 90 Page(s) 44 of maps, in the Office of the County Recorder of said County.

Together with that portion of the south 1/2 of the 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which
recorded April 3, 1987 as Instrument No. 87-110057, Official Records, which would pass by normal operation of law.

Parcel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of the Official Records of said County. Except therefrom any portion lying within Parcel 1 above. -10-
Reserving therefrom, for the benefit of the Grantor an easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution
No. 87-56 of the City Council of the City of San Bernardino, State of California, a certified copy thereof recorded April 3, 1987 as Instrument No. 87-110057 of Official records of said County.

APN: 0142-522-13:

Parcel 1:

Lot 5 of Tract No. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 90, Page 44 of Maps, in the Office of the County Recorder of said County, together with that portion of the North 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which recorded April 3,1987 as Instrument No. 87-110057, Official Records, which would pass by normal operation
of law. Parcel 2:

APN: 0142-522-14:

Parcel 1:

Lot(s) 4 of Tract No. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 90, page(s) 44 of Maps, in the Office of the County Recorder of said County, together with that portion of the North 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which recorded April 3, 1987 as Instrument No. 87-110057, Official Records, which would pass by normal operation
of law. Parcel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City -11-
Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified Copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of Official Records of said County. Except therefrom any portion lying within Parel 1 above.

APN: 0142-522-15:

Parcel 1:

Lot(s) 3 of Tract no. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded In Book 90, Page(s) 44 of Maps, in the Office of the County Recorder of said County.

Together with that portion of the North 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified copy of which
recorded April 3, 1987 as Instrument no. 87-110057, Official Records, which would pass by normal operation of law.

Parcel 2:

An easement for ingress and egress and rights incidental thereto, over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of Official Records of said County. Except therefrom, any portion lying within Parcel 1 above.

APN: 0142-522-16:

Parcel 1:

Lot(s) 2 of Tract no. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded In Book 90, Page(s) 44 of Maps, in the Office of the County Recorder of said County.

APN: 0142-522-17:

Parcel 1:

Lot 1 of Tract no. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 90, Page(s) 44 of Maps, in the Office of the County Recorder of said County.

Parcel 2:

APN: 0142-522-25:

Parcel 1:

That portion of the East 5 acres of the Southwest 1/4 of Government Lot 7 of Section 6, Township 1 South, Range 4 West, San Bernardino Base and Meridian, in the City of San Bernardino, County of San Bernardino, State of California, according to the Official Map of said land, described as follows:

Beginning at a point on the North line of said Southwest 1/4 of Government Lot 7, said point being distant North 89’49’15” East 100.00 feet from the Northeast -13-
corner of Lot 5 of Tract No. 7050, as per map recorded in Book 90, Page 44 of Maps, records of said County;
Thence North 89’49’15” East 50.00 feet;
Thence South 0’ 04’ 38” East 148.00 feet;
Thence South 89’ 49’ 15” West 50.00 feet;
Thence North 0’ 03’ 38” West 148.00 feet to the point of beginning.

Together with that portion of the North ½ of 5th Street adjoining said land on the South, as vacated by Resolution of the City Council of the City of San Bernardino, a certified copy of which recorded April 3, 1987 as Instrument no. 87-110057, Official Records, which would pass by normal operation of law.

Parcel 2:

APN: 0142-522-35:

Parcel 1 of Parcel Map No. 3525, in the City of San Bernardino, County of San Bernardino, State of California, as per map recorded in Book 32, Page 19 of Parcel Maps, in the Office of the County Recorder of said County.

Together with that portion of the South 1/2 of 5th Street adjoining said land on the North, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which recorded April 3, 1987 as Instrument No. 87-110057, Official Records, which would pass by normal operation of law.

Excepting therefrom all oil, gas, minerals and other hydrocarbons below a depth of 500 feet, without the rights of surface entry, as reserved in the deed from Glendale Federal
Savings and Loan Association, as United States Corporation, recorded December 10,1981 as Instrument No. 81-269245, Official Records.

Parcel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City -14-
Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of Official Records of said County. Except therefrom, any portion lying within Parcel 1 above.

APN: 0142-522-36:

Parcel 1:

Parcel 2 of Parcel Map No. 3525, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 32 Page(s) 19 of Parcel Maps, in the Office of the County Recorder of said County.

Together with that portion of the South 1/2 of 5th Street adjoining said land to the North, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which recorded April 3, 1987, as Instrument No. 87-110057, Official Records, which would pass by normal operation of law.

Except therefrom all oil, gas, minerals, and other hydrocarbon substances lying below the surface of said land, but with no right of surface entry, as provided in Deeds of Record.

Parcel 2:

Except therefrom any portion lying within Parcel 1 above reserving therefrom, for the
benefit of the Grantor an easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87- 56 of the City Council of the City of San Bernardino, State of California, a certified copy thereof recorded April 3, 1987 as Instrument No. 87-110057 of official records of said County.

APN: 0142-522-37:

Parcel 3, inclusive of Parcel Map No. 3525, in the City of San Bernardino, County of San Bernardino, State of California, as per plat recorded in Book 32 of Parcel Maps, Page(s) 19, records of said County, together with the South 1/2 of the 5th -15-
Street adjoining said land on the North, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which recorded April 3, 1987 as Instrument No. 87-110057, Official
Records.

APN: 0142-522-38:

Parcel 1:

Parcel 4 of Parcel Map No. 3525, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 32 Page(s) 19 of Maps, in the Office of the County Recorder of said County.

Together with that portion of the South 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which
recorded April 3, 1987 as Instrument No. 87-110057, Official Records, which would pass by normal operation of law.

Parcel 2:

APN: 0142-522-41:

PARCEL 1:

THAT PORTION OF THE EAST 5 ACRES OF THE SOUTHWEST 1/4 OF GOVERNMENT LOT 7 OF SECTION 6, TOWNSHIP 1 SOUTH, RANGE 4

WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF SAN

BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,

ACCORDING TO THE OFFICIAL MAP OF SAID LAND, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF LOT 5 OF TRACT NO. 7050, AS PER MAP RECORDED IN THE BOOK 90 OF MAPS, PAGE 44, OF -16-
RECORDS OF SAID COUNTY; THENCE SOUTH 0 DEGREES 03’ 38” EAST ALONG THE EAST LINE OF SAID LOT 5, 148.00 FEET TO THE SOUTHEAST CORNER THEREOF; THENCE NORTH 89 DEGREES 49’ 5” EAST, 50.00
FEET; THENCE NORTH 0 DEGREES 03’ 38” WEST, 148.00 FEET; THENCE SOUTH 89 DEGREES 49’ 15” WEST, 50.00 FEET TO THE POINT OF BEGINNING.

TOGETHER WITH THE NORTH 1/2 OF 5TH STREET ADJOINING SAID

LAND ON THE SOUTH, AS VACATED BY RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF SAN BERNARDINO, A CERTIFIED COPY OF WHICH RECORDED APRIL 3,1987 AS INSTRUMENT NO. 87-110057, OFFICIAL RECORDS, WHICH WOULD PASS BY OPERATION OF LAW.

APN: 0142-522-42:

THAT PORTION OF THE EAST 5 ACRES OF THE SOUTHWEST 1/4 OF GOVERNMENT LOT 7 OF SECTION 6, TOWNSHIP 1 SOUTH, RANGE 4

WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF SAN

BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,

ACCORDING TO THE OFFICIAL MAP OF SAID LAND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTH LINE OF SAID SOUTHWEST 1/4 OF GOVERNMENT LOT 7, SAID POINT BEING DISTANT NORTH 89
DEGREES 49’ 15” EAST 50.00 FEET FROM THE NORTHEAST CORNER OF LOT 5, TRACT NO. 7050, AS PER MAP RECORDED IN BOOK 90, OF MAPS, PAGE 44, RECORDS OF SAID COUNTY; THENCE NORTH 89 DEGREES 49’ 15”
EAST, 50.00 FEET; THENCE SOUTH 0 DEGREES 03’ 38” EAST, 148.00 FEET; THENCE SOUTH
89 DEGREES 49’ 15” WEST, 50.00 FEET; THENCE NORTH 0 DEGREES 03’ 38” WEST, 148.00 FEET TO THE POINT OF THE BEGINNING.

TOGETHER WITH THE NORTH 1/2 OF 5TH STREET ADJOINING SAID LAND

ON THE SOUTH, AS VACATED BY RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, A CERTIFIED COPY OF WHICH RECORDED APRIL 3, 1987 AS INSTRUMENT NO. 87-110057, OFFICIAL RECORDS, THAT WOULD PASS BY OPERATION OF LAW. -16-
EXHIBIT “B”
EXHIBIT “B”

TERMS OF DDA

1. The purchase price for the Property shall be Three Million Five Hundred Ninety Thousand Dollars ($3,590,000) (the “Purchase Price”), subject to an appraisal of the fair market value to be conducted pursuant to the requirements of Section 10322 of the TCAC Regulations.

2. The DDA shall contain covenants for the development and construction of the Affordable Housing Project, and all related improvements, that will provide 106 units, with 105 units restricted for low income households at an affordable rent, and 1 unrestricted manager's unit . The DDA shall require a final unit mix reflecting the unit size, bedroom and bathroom count, and unit size for the different income levels, subject to City's approval, which shall not be unreasonably withheld, conditioned or delayed.

3. The Closing Date shall mean and refer to the date which is the latest of the following: (a) five (5) business days following the date the final map creating a separate legal parcel for the Property has been recorded (applicable only if final map is required by either Party), (b) one hundred eighty (180) days after JHC has received written binding commitments for JHC’s financing, or (c) the date the deed conveying the Property to JHC is recorded. Notwithstanding the foregoing, in no event shall the Closing Date occur following the date which is the thirtieth (30 th) month anniversary of the Effective Date (the "Closing Deadline"); provided, however, that JHC shall have the right to extend the Closing Deadline for a maximum of an additional ninety (90) days by delivering written notice of such election to Optionor not later than five (5) days prior to the then scheduled Closing Date; provided JHC has timely satisfied or waived its financing contingency.

4. JHC shall receive an CLTA owner’s policy of title insurance with liability in the amount of the Purchase Price showing title to the Property vested in JHC free and clear of exceptions and encumbrances except non-delinquent general and special real property taxes and assessments, easements, encumbrances, covenants, conditions, restrictions, rights of way and other matters of record approved by JHC during the due diligence period and the standard preprinted exceptions of exclusions from coverage set forth in the title policy along with such endorsements as may be reasonably requested by JHC. JHC shall have the right to obtain, at its sole cost and expense, an ALTA extended coverage policy of title insurance.

5. JHC shall have a ninety (90) day due diligence period to approve the condition of the Property and any other matters related to the Property including JHC’s intended use and development thereof, in JHC’s sole and absolute discretion.

EXHIBIT “B”

6. Title to the Property shall be conveyed by Optionor to JHC pursuant to a deed in a form and content to be approved by the Parties and attached to the DDA.

7. All items of income and expense related to the Property, including non-delinquent real property taxes and assessments shall be prorated to the Closing Date.

8. JHC shall pay all escrow fees, documentary transfer taxes and title insurance premiums for the owner’s title policy which would be incurred for a standard CLTA form of owner’s title insurance policy, the additional cost of ALTA extended coverage, and, if applicable, the cost of any survey of the Property requested by JHC and the cost of any title endorsements requested by JHC and the cost of recording the deed.

9. The DDA shall contain representations and warranties from Optionor and JHC to be agreed to by the Parties, each in their sole and absolute discretion.

Otherwise, the Property shall be acquired by JHC in its AS-IS, WHERE-IS and SUBJECT TO ALL FAULTS condition.

10. The DDA is subject to Optionor and JHC agreeing to terms and conditions for the following loans to JHC (collectively, the “City Loans”), to cover costs incurred by JHC in acquiring the Property and developing the Affordable Housing Project: (i) seller carryback finanding in the amount of the Purchase Price, (ii) a loan in the principal amount of One Million Two Hundred Thousand Dollars ($1,200,000) to cover the impact fees required for the Affordable Housing Project, and (iii) a loan in the principal amount of Five Million Dollars ($5,000,000), sourced from HOME Investment Partnersihp Program funds allocated to Optionor; provided that the commitment of HOME funds shall be in the form of a conditional commitment. Each of the City Loans shall be secured by a deed of trust.

Disbursed portions of the City Loans shall accrue simple interest of three percent (3%) per year. The City Loans shall be repaid from a proportionate share of [fifty percent (50%)] of the cash flow generated by operation of the Affordable Housing Project. The City Loans will mature [57] years following the closing date under the DDA. The City Loans shall be nonrecourse to JHC. The deeds of trust securing the City Loans, and the Optionor’s regulatory agreement, will be subordinate to the lien of the deed of trust securing a construction and a permanent loan from an institutional lender and each deed of trust securing a greater loan amount, respectively, subject to requirements imposed by state or federal law.

11. The DDA shall provide that the City Loans require an ALTA lenders' policy of insurance, with endorsements required by the City.

12. The DDA shall include the form of a regulatory agreement imposing covenants, conditions, and restrictions for the affordable housing and other requirements for the Project as agreed to between Optioner and JHC, each in their sole and absolute discretion
EXHIBIT “B”

13. The DDA shall require JHC, at its sole cost and expense, to obtain, and comply with, all approvals for development of the Project.

14. The DDA shall require that JHC provide evidence of financing sufficient to develop and operate the Project.

15. The DDA shall require the City Loans and regulatory agreement to be recorded against the Property.

16. The DDA shall require all grading permits to have been issued, or be ready to issue with payment of fees, and City shall have issued a letter stating that building permits are ready to issue, subject only to completion of grading on the Property for the Project.

17. The DDA shall include covenants from JHC for commencing and completing construction of the Project in accordance with a schedule of performance agreed to by the Parties.

18. JHC shall provide Optioner with a Subsidy Layering Review approval from TCAC. (Pursuant to July 2010 HUD Notice, TCAC may, and is now, performing Subsidy Layering Review for and on behalf of HUD).

19. If HOME Program funds are used, for the twenty (20)-year term required by the HOME Program , all housing units at the Project assisted with HOME Program funds must pass HOME Program construction, occupancy, and physical condition requirements as well as federal Housing Quality Standards annual inspections, (and other standards, as applicable) at the completion of construction and thereafter, as required by HOME Program regulations as amended by the 2013 HOME Final Rule, and meet federal program limitations and other applicable federal, state and local laws and regulations as to be set forth in the DDA.

20. As and if applicable, JHC will comply with the federal Davis-Bacon Act and California Labor Code Section 1720, et seq., relating to prevailing wages (“Prevailing Wage Laws”); in this regard, the Optioner and JHC understand that such laws and regulations include exemptions that may apply to the Project, but under the DDA, JHC will assume responsibility for and indemnify Optioner relating to the Prevailing Wage Laws as such may be applicable to the Project.

21. The DDA shall contain such other terms and conditions as agreed to by the Parties, including but not limited to: City's access to the property and rights of inspection; non-discrimination provisions; indemnification provisions; insurance requirements; Project financing requirements; default and remedy provisions; limitations of remedies and damages against the City.

Mayor and City CouncilDecember 17, 2025

Mayor and City Council
December 17, 2025