Staff Report — Simi Valley City Council, July 21, 2025

CITY OF SIMI VALLEY

MEMORANDUM
J
uly 21, 2025
T
O: City Council
F
ROM: Department of Environmental Services
S
UBJECT: ADOPTION OF A RESOLUTION APPROVING THE AMENDED AND RESTATED AFFORDABLE HOUSING AGREEMENT (AHA-2025-0001)

BETWEEN THE CITY OF SIMI VALLEY AND SIMI VINTAGE SYCAMORE 650, L.P. FOR THE VINTAGE AT SYCAMORE SENIOR APARTMENTS

STAFF RECOMMENDATION
It i
s recommended that the City Council adopt R esolution No. 2025-26 (page 4), approving the Amended and Restated Affordable Housing Agreement (AHA-2025-0001, Exhibit 1, page 6) modifying the senior age restriction from 62 years of age and older to 55 years of age and older; and increasing the term of affordability from 55 years to 60 years with no change to the income levels served.

BACKGROUND AND OVERVIEW
T
he 99-unit Vintage at Sycamore Senior Apartments complex is a 100% affordable senior rental project located at 1698 Sycamore Drive. All of the units in the complex, excluding the manager’s unit, are subject to a Regulatory Agreement with the California Tax Credit Allocation Committee (CTCAC), which restricts rental of the units to very low - and low- income seniors. Forty-eight of the apartments are subject to an Agreement with the City.

V
intage at Sycamore Senior Apartments first entered into an A ffordable Housing Agreement (AHA) with the City on March 20, 2020. The Project did not receive a density bonus; however, the project received two concessions from the City . The project also received a City loan of $3,500,000 from the Local Housing Funds Affordable/Senior Housing Incentives Account and is secured by a promissory note, deed of trust, and loan agreement. The loan terms require repayment at the end of the fifty -fifth (55th) year from the issuance of a final Certificate of Occupancy for the project. The loan is accruing a three percent (3%) annual (simple) interest from the year of disbursement through repayment of the loan.

FINDINGS AND ALTERNATIVES
O
n April 22, 2025, USA Simi Vintage Sycamore 650, Inc. contacted the City to request modifying the senior age restriction from 62 years of age and older to 55 years of age and older (Attachment A, page 42). USA Simi Vintage Sycamore 650, Inc. communicated that management is having difficulty finding qualified senior households to occupy the low-income units due to the current age restriction. Pursuant to the A HA, households residing in a low -income unit are responsible for paying a monthly rent amount not exceeding 30 percent of the respective income category. Based on the current AMI AGENDA ITEM NO.

Consent (9)
published by the California Department of Housing and Community Development on April 15, 2025, the maximum rent for a low -income unit is $1,358 (Attachment C, page 109). The majority of the current residents of the Vintage at Sycamore Senior Apartments are no longer in the workforce and are on a fixed income, primarily receiving Social Security benefits. The average Social Security benefit amount in California is $1,515. As a result, Vintage at Sycamore Senior Apartments is reporting that while there is a waitlist of 126 people, they are unable to find qualified tenants for five vacant low -income units since 2024, despite various considerable efforts and strategies . The request to change the age restriction is to allow a larger pool of seniors to qualify for the low-income program, including seniors who are still working and can afford the rent of a low-income unit, while meeting the income limits.

Staff spoke with Area Housing Authority of the County of Ventura (AHACV) regarding the request to amend the agreement, as the AHACV is a signatory on the original agreement (Attachment B, page 49). AHACV Executive Director Michael Nigh concurred with the Ownerships’ assessment and agreed that it is challenging to find a 62-year-old who can afford the rent. The AHACV is in support of the request and has agreed to sign the Amended and Restated Affordable Housing Agreement (Exhibit 1).

California Civil Code section 51.3 defines a “senior citizen” as a person 62 years of age or older, or 55 years of age or older in a senior citizen housing development. Vintage at Sycamore Senior Apartments falls under the definition of a senior citizen housing development; therefore, the City can allow the change to modify the age restriction from 62 years of age and older to 55 years of age and older.

The current AHA (Attachment B) requires the developer to receive City approval for any changes to the terms of the agreement . The requested change to the AHA would have no impact on the City loan terms, as the executed loan documents do not reference the age restriction.

The Amended and R estated AHA brings the terms and conditions of the agreement to current industry standards without changing the income levels served by the apartment community. The 48 affordable housing units will continue to serve senior households (age 55+) pursuant to the terms of the AHA. Existing tenants will not be adversely impacted by any of the agreement's new terms. Additionally, the ownership of the Vintage at Sycamore Senior Apartments has agreed to extend the initial term of affordability of f ifty-five (55) years by an additional five (5) years for a total of sixty (60) years.

Adoption of the resolution will approve the Amended and Restated AHA (AHA-2025-0001, Exhibit 1).

2 The following alternatives are available to the City Council:

1. Adopt Resolution No. 2025-26, approving the Amended and Restated Affordable Housing Agreement (AHA -2025-0001, Exhibit 1 ), modifying the senior age restriction from 62 years of age and older to 55 years of age and older; and increasing the term of affordability from 55 years to 60 years;

2. Provide staff with alternate direction.

Staff recommends Alternative No. 1.

SUGGESTED CITY COUNCIL MOTION

I move to adopt Resolution No. 2025-26, approving the Amended and R estated Affordable Housing Agreement (AHA -2025-0001), modifying the senior age restriction from 62 years of age and older to 55 years of age and older; and increasing the term of affordability from 55 years to 60 years.

SUMMARY

On April 22, 2025, USA Simi Vintage Sycamore 650, Inc. contacted the City to request modifying the senior age restriction from 62 years of age and older to 55 years of age and older. The City approved the original Affordable Housing Agreement (AHA) on March 20, 2020, with Simi Vintage Sycamore 650, L.P., which regulates the terms of affordability for forty-eight (48) affordable units . The current AHA requires the developer to receive City approval for any changes to the terms of the agreement . Therefore, it is recommended that the City Council adopt the resolution approving the A mended and Restated Affordable Housing Agreement (AHA-2025-0001).

___________________________________
Stratis Perros
Environmental Services Director

Prepared by: Daniel Franco, Management Analyst

INDEX Page

Resolution No. 2025-26 .................................................................................................. 4 Exhibit 1 to the Resolution – Amended and Restated Affordable Housing Agreement (AHA-2025-0001) .......................................................................... 6 Attachment A – Affordable Housing Agreement Amendment/Transfer Application ..... 42 Attachment B – Affordable Housing Agreement (AHA-R-59) ...................................... 49 Attachment C – 2025 Vintage at Sycamore Rent-Income Limits-MTSP .................... 109

3 RESOLUTION NO. 2025-26

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SIMI VALLEY APPROVING THE AMENDED AND

RESTATED AFFORDABLE HOUSING AGREEMENT

BETWEEN THE CITY OF SIMI VALLEY AND SIMI VINTAGE
SYCAMORE 650, L.P. (AHA-2025-0001)

WHEREAS, the City of Simi Valley (CITY) and Simi Vintage Sycamore 650, L.P., a California limited partnership, entered into that certain Affordable Housing Agreement (AHA-R-59) dated March 20, 2020, recorded on April 27, 2020, as instrument number 20200427-00056428-0 (Original Agreement); and

WHEREAS, t he Original Agreement referenced approvals for Planned Development Permit (PD -S-1053), General Plan Amendment (GPA -99), Zone Change (Z-S-736), and Specific Plan Amendment (SP -S-28 AMD#1), requiring the construction of develop a 99-unit senior housing apartment project containing 98 senior housing units and one manager’s unit, with 38 Low-Income Units and 10 Very-Low Income Units; and

WHEREAS, the City has provided the Owner a $3,500,000 loan from the Local Housing Fund’s Affordable/Senior Housing Incentives Account as described herein as the City Loan Documents, to provide financial assistance toward the development of the proposed Project; and

WHEREAS, the CITY and Simi Vintage Sycamore 650, L.P., a California limited partnership, entered into that certain Deed of Trust dated March 20, 2020, recorded on April 27, 2020, as document number 20200427-00056429-0; and

WHEREAS, t he City has provided the Owner two (2) non- monetary concessions toward the development of the proposed Project.

WHEREAS, on April 22, 2025 , USA Simi Vintage Sycamore 650, Inc. requested to amend their Affordable Housing Agreement in order to modify the senior age restriction from 62 years of age and older to 55 years of age and older; and increasing the term of affordability from 55 years to 60 years with no change to the income levels served; and

WHEREAS, Section 16.02 of the Original Agreement requires City approval to modify the Affordable Housing Agreement; and

WHEREAS, CITY and OWNER agree to amend terms of the Original Agreement to incorporate current industry standards, modify the senior age restriction from 62 years of age and older to 55 years of age and older; and increasing the term of affordability from 55 years to 60 years with no change to the income levels served.

4 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SIMI VALLEY DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. The City Council approves the Amended and Restated Affordable Housing Agreement (AHA-2025-0001), Exhibit 1, which repeals and replaces Affordable Housing Agreement (AHA -R-59) and amends other terms consistent with affordable housing laws and industry standards.

SECTION 2. The City Manager is authorized to execute any amendments necessary to AHA-2025-0001 to conform to facilitate the amendment.

SECTION 3. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the Office of the City Clerk.

PASSED and ADOPTED this 21st day of July 2025.

Attest:

Lucy Blanco, City Clerk Dee Dee Cavanaugh, Mayor of the City of Simi Valley, California

Approved as to Form: Approved as to Content:

Algeria R. Ford, City Attorney Samantha C. Argabrite, City Manager

Stratis Perros
Environmental Services Director
5 RES. NO. 2025-26
EXHIBIT 1

REQUESTED BY AND WHEN
RECORDED MAIL TO:

CITY OF SIMI VALLEY
Attn: City Clerk
2929 Tapo Canyon Road
Simi Valley, CA 93063

[SPACE ABOVE FOR RECORDER'S USE ONLY]

This document is recorded for the benefit of the City of Simi Valley and therefore is exempt from the payment of a
recording fee pursuant to Government Code Section 6103
and 27383.

APNs: 642-0-280-205; 642-0-280-215;
642-0-280-255

2025

CITY OF SIMI VALLEY

AMENDED AND RESTATED

AFFORDABLE HOUSING AGREEMENT/RENTAL

VINTAGE AT SYCAMORE SENIOR APARTMENTS

SIMI VINTAGE SYCAMORE 650, L.P.

The land referred to in this Affordable Housing Agreement/Rental is situated in the City of Simi Valley, County of Ventura, State of California at 1698 Sycamore Drive, a 2.98- acre property located approximately 625 feet south of Los Angeles Avenue and Sycamore Drive intersection, more particularly described in Exhibit “A”, attached.

These Restrictions provide rights to the City of Simi Valley in regulating the rental of the subject 99- unit apartment project, for a period of sixty ( 60) years from the issuance of a Certificate of Occupancy as more fully set forth herein. 6 RES. NO. 2025-26

AMENDED AND RESTATED AFFORDABLE HOUSING AGREEMENT/RENTAL

VINTAGE AT SYCAMORE SENIOR APARTMENTS

SIMI VINTAGE SYCAMORE 650, L.P.

THIS AMENDED AND RESTATED AFFORDABLE HOUSING
AGREEMENT ("Agreement") dated as of July 21, 2025 (the “Effective Date”) is entered into among the City of Simi Valley, California, a municipal corporation, hereinafter referred to as “City” and Simi Vintage Sycamore 650, L.P. , a California limited partnership, hereinafter referred to as “Owner,” each a “Party,” and collectively, “Parties”.

W I T N E S E T H:

RECITALS

A. The Project Site consists of approximately 2.98 acres located in the City of Simi Valley, County of Ventura, State of California, as described in Exhibit “A” , hereinafter referred to as the "Project Site".

B. The City and Simi Vintage Sycamore 650, L.P., a California limited partnership, entered into that certain Affordable Housing Agreement dated March 20, 2020, recorded on April 27, 2020, as instrument number 20200427-00056428-0 (Original Agreement).

C. The Original Agreement referenced approvals for Planned Development Permit (PD-S-1053), General Plan Amendment (GPA -99), Zone Change (Z -S-736), and Specific Plan Amendment (SP-S-28 AMD#1), requiring the construction of develop a 99-unit senior housing apartment project containing 98 senior housing units and one manager’s unit, with 38 Low-Income Units and 10 Very-Low Income Units.

D. The City has provided the Owner a $3,500,000 loan from the Local Housing Fund’s Affordable/Senior Housing Incentives Account as described herein as the City Loan and Loan Documents, to provide financial assistance toward the development of the proposed Project.

E. The City and Simi Vintage Sycamore 650, L.P., a California limited partnership entered in that certain Deed of Trust dated March 20, 2020, recorded on April 27, 2020 as document number 20200427-00056429-0.

7 RES. NO. 2025-26

F. The City has provided the Owner two (2) non- monetary concessions toward the development of the proposed Project.

G. The Original Agreement is being amended to lower the minimum age threshold of a senior from 62 years of age to 55 years of age, consistent with California Civil Code section 51.3.

H. The Original Amendment is being amended to increase the term of affordability from 55 years to 60 years.

NOW THEREFORE, in consideration of the mutual promises, obligations, and covenants herein contained, the City and Owner agree as follows:

8 RES. NO. 2025-26

SECTION 1 - DEFINITIONS

1.01 "AHU" or "Affordable Housing Unit" means each of the 48 units within the Project, which must be reserved for rental to Qualified Tenants in accordance with the terms of this Agreement.

1.02 “Affordable Rent” means: for a Very Low -Income Household, a monthly rent that does not exceed 1/12th of 30% of fifty percent of Area Median Income for a household size appropriate to the Unit; OR for a Lower -Income Household, a monthly rent that does not exceed 1/12th of 30% of eighty percent of the Area Median Income for a household size appropriate to the Unit. The maximum monthly rental amount of the Units must be adjusted annually by the formula set forth above upon the promulgation of revised Area Median Income figures. Actual rent charged may be less than such maximum rent.

1.03 “ Area Median Income" (AMI) means the annual median income, adjusted according to assumed household size (using applicable CTCAC standards and procedures), for the County of Ventura, as most recently published and updated by the United States Department of Housing and Urban Development ("HUD"), and as set forth in Title 25, California Code of Regulations Section 6952, issued by the California Department of Housing and Community Development (“HCD”), or any other comparable source deemed appropriate by the City if no longer issued by HCD.

1.04 “Certificate of Occupancy” means any Certificate of Occupancy or equivalent issued by the Building Official of the City of Simi Valley, which indicates that occupancy of the Project has been authorized.

1.05 “CTCAC” means the California Tax Credit Allocation Committee, or any successor agency thereto

1.06 "Director" means the Environmental Services Director of the City of Simi Valley.

1.07 “HCD” means the California Department of Housing and Community Development.

1.08 "HUD" means the U.S. Department of Housing and Urban Development or any successor agency.

1.09 "Income Limit Schedule" means the Schedule of Income Limits for the County of Ventura most recently published and updated by the United States Department of Housing and Urban Development ("HUD"), and as set forth in Title 25, California Code of Regulations Section 6952, issued by the California Department of Housing and Community Development, including the Low- and Very Low-Income Limits for Ventura County, adjusted by assumed household size (using applicable CTCAC standards and procedures).

1.10 "Initial Rent" means the amount charged to a Qualified Tenant for first occupancy of an AHU immediately after the Certificate of Occupancy or equivalent is issued 9 RES. NO. 2025-26

for the Project.

1.11 "Initial Rent Date" means the first occupancy date of an AHU by a Qualified Tenant immediately following the issuance of a Certificate of Occupancy or equivalent for the Project.

1.12 "Initial Tenant Costs" means all deposits and fees, exclusive of the first month's rent, charged to a Qualified Tenant prior to occupying an AHU.

1.13 "Manager" means that person (or persons) who resides within the Project and has been hired by Owner to provide on-site management duties.

1.14 “Owner means all applicants, developers, permittees, and all owners of the subject Project and all successors and assigns thereto.

1.15 "Project" means the 99 apartment project, containing 48 affordable units restricted pursuant to the terms of this Agreement, to be developed on the 2.98- acre site described in Exhibit “A”, including approvals, conditions of approval, construction and all related improvements located on the Project Site.

1.16 “Project Site” means that 2.98-acre site located at 1698 Sycamore Drive.

1.17 "Qualified Tenant" means a renter household who meets the income criteria herein for eligibility for a Low- or Very Low-Income Unit.

1.18 "Restricted Rental Period" has the meaning set forth in Paragraph 3.02 of this Agreement.

1.19 "Restricted Rental Rate" means a rental payment regulated by the terms of this Agreement.

1.20 "Section 8 Program" or "HUD Section 8 Program" or "HUD Section 8 Certificate or Voucher Program" means any current HUD Section 8 rental subsidy program, and as it may be supplemented or amended.

1.21 “Senior” refers to a person 55 years of age or older.

1.22 “Senior Household” means a household in which (a) all residents are at least 55 years old or older, or (b) at least one member is 55 years old or older and is the responsible tenant under the rental agreement or lease for the Unit and all other members are permitted residents under federal law, including, without limitation, the Fair Housing Act (42 U.S.C. § 3601 et seq.).

1.23 “Tenant(s)” means Senior Household(s).

1.24 “Low-Income Unit” means each of the units rented at the Low -Income Initial Rent or Adjusted Rent calculated per Paragraph 5.01 or Paragraph 5.03, as applicable, and occupied by a Qualified Tenant

10 RES. NO. 2025-26

1.25 “Very Low-Income Unit” means each of the units rented at the Very Low -Income Initial Rent or Adjusted Rent calculated per Paragraph 5.01 or Paragraph 5.03, as applicable, and occupied by a Qualified Tenant.

SECTION 2 - DESIGNATION OF AFFORDABLE HOUSING UNITS;

REGULATORY INCENTIVES

2.01 Designation of a 99- Unit Apartment Project Containing 48 Affordable Housing Units and one manager’s unit. City and Owner agree on the provisions of this Agreement, which require that 48 units in the 99-unit Project be designated to be occupied exclusively by Qualified Tenants at the restricted rents identified in Paragraphs 5.01 and 5.03 (the “AHUs”). The AHU distribution must be as shown in Exhibit “B” hereto. The Owner will have the right to restrict the remaining units in the Project in accordance with CTCAC standards without the consent of the City, provided that such restrictions comply with all applicable laws.

2.02 Density Bonus/Incentives . No density bonus will be issued to this Project.

However, under GC65915(d) (the State Density Bonus Law) the City has agreed to grant two concessions: (#1) to allow an increase in unit-to-parking stall distance required (per SVMC 9-34.040.E.3, parking spaces must be within 200 feet of the unit entry way) of up to 400 feet; due to the center loaded interior corridor design, not all parking spaces will be within 200 feet of the unit entry way; and (#2) allowing the installation of electric cooking appliances in lieu of gas cooking appliances, which are ordinarily required under SVMC 9-24.060.B.4.b.

2.03 City Loan/Subsidy. Subsequent to all Project Entitlements approved by the City, the City provided Developer with a $3,500,000 loan (the “City Loan") issued for fifty-five (55) years at a three percent (3%) ( Simple) annual interest rate from its Local Housing Fund Affordable/Senior Housing Incentives Account, in accordance with the conditions of the Loan Agreement and security instruments entered into between the City and the Owner. The City Loan was given based on evidence submitted by the Owner in the form of a pro forma analysis, cash flow projection, and financing commitments, that, as determined by the City, the $3,500,000 loan was necessary to ensure the fiscal viability of the Project in accordance with the AHU rents agreed to herein. City disburse d the loan funds pursuant to the terms of the Loan Agreement and after the Owner executed and recorded the Original Agreement, a Loan Agreement, a Deed of Trust securing a Promissory Note in favor of the City, and any other written instruments reasonably requested by City, hereinafter referred to as the “City Loan Documents". The City Loan Documents must be in a form reasonably acceptable to both Parties. In the event of a violation of this Agreement, the City will be entitled to repayment from the Developer or his or her successor in interest, the total amount of the City Loan and accrued interest in accordance with the terms and conditions of the City Loan Documents. In the event of any conflict between the City Loan Documents and this Agreement, the City Loan Documents will control. No payments will be due on the City Loan until the end of the initial 15 year tax credit compliance period (the "Compliance Period"). Subsequent to the end of the Compliance Period, the Owner must make monthly payments of principal and interest in an amount to cause the City Loan to be fully repaid at the end of the City Loan term. The City Loan will be subordinated 11 RES. NO. 2025-26

to the initial construction and permanent period financing obtained by the owner in connection with the acquisition, construction and financing of the Project (the "Conventional Loan"). The Borrower must be allowed the refinance the Conventional Loan (a "Refinancing Loan") at any time after the end of the Compliance Period, and the City subordinate the City Loan the any such Refinancing Loan, so long as (i) at the time of the refinancing, the Project remains an affordable housing development; (ii) the Project is in full compliance with the terms of this Agreement; and (iii) the combined debt service coverage ratio for the Refinancing Loan and the City Loan is equal to, or great than, 1.15:1.00.

SECTION 3 - TERM

3.01 Term of Agreement. The term of this Agreement will be for a period of sixty ( 60) years from the issuance of a Certificate of Occupancy for the Project. In addition to any other available remedies, if Owner breaches this Agreement, this Agreement may be extended beyond the stated term on each AHU which gives rise to the breach. The extension will be equal to the period of time that each unit was rented in violation of this Agreement. The City may unilaterally execute and record in the office of the County Recorder an amendment so extending the term of this Agreement. Notwithstanding the above, this unilateral extension will not apply unless and until the breach exceeds an aggregate total of thirty (30) days in any calendar year after City provides written notice of non-compliance to Owner in accordance with Section 9.06 hereof.

3.02 Restricted Rental Period. City and Owner agree that the Restricted Rental Period must commence on the Initial Rent Date for the first unit rented under this Agreement and, except as provided in Section 3.01, must terminate sixty ( 60) years after the issuance of a Certificate of Occupancy for the Project.

SECTION 4 - COMMENCEMENT OF CONSTRUCTION/TIME CONSTRAINTS

4.01 Commencement of Construction. Owner commenced construction of the Project (obtained all required building permits) within 36 months after the execution of the Original Agreement by all Parties hereto (“Commencement of Construction”) .

Owner satisfied the condition to commence construction or inaugurate the Project as described herein, and thereafter obtained a Certificate of Occupancy and rented all AHUs to Qualified Tenants within 3 years after Commencement of Construction of the Project Site.

4.02 Maintenance of Entitlements . Owner must maintain compliance with PD -S-1053 including extensions and/or modifications. Any violation of PD -S-1053 may result in the City declaring this Agreement null and void.

4.03 Inspection of AHUs. The AHUs must receive final inspection approval no later than the date that the market-rate units receive final inspection and approval. Time is of the essence in the occupancy of the AHUs.

12 RES. NO. 2025-26

4.04 Rent Up. The Owner agrees to rent at least five AHUs to Qualified Tenants within six months thereafter receiving a Certificate of Occupancy for any of the units in the Project.

SECTION 5 - RENTS

5.01 Initial Rents . The Initial gross Rents, for each AHU in the Project (the "Initial Rents"), must be those published by HCD for the corresponding income category (Low-Income or Very Low-Income) at the time a Certificate of Occupancy is issued for a particular unit or group of units. To establish the Initial Rents, Owner will submit a request for the Initial Rent amount for the corresponding income category and the City will provide the approved Initial Rent (less the applicable utility allowance published by the Area Housing Authority of the County of Ventura) based on HCD’s published rent schedules. After applying the Initial Rent, Owner may only increase the Initial Rent by a maximum of three (3) percent (or such greater amount allowed by the Section 8 Voucher/Certificate Progr am for any tenant who is the recipient of any such subsidy) within 90 days of HCD publishing updated Area Median Income limits, provided that such increase does not exceed the Low-Income and Very-Low Income rent limits established by the Area Median Income for Ventura County published by HCD, and such increase may only happen on the Adjustment Date, and further provided that at the time of such increase, each particular tenant has occupied the unit for at least six (6) months.

The appropriate utility allowance must also be applied at all times.

5.02 Security Deposits. Total deposits, including security deposits and any other initial costs required of the Qualified Tenant occupying an AHU, other than the first month’s rent, must not exceed one month's gross rent (without deduction of utility allowance) as determined under Paragraphs 5.01 or 5.03. If the security deposit exceeds $500 (increasing by 3% per annum) , the tenant must be allowed to pay the deposit in equal monthly installments during the initial three months of occupancy of the AHU as an addition to the rent payment. The security deposit must not be increased as long as the tenant resides in the same unit.

Notwithstanding anything to the contrary set forth herein, Owner may impose reasonable additional deposit requirements for tenants with pets (not including service/companion animals), and will provide notice of such deposit requirements to City.

5.03 Rent Adjustments.

(a) "Adjustment Date" means within 90 days of HCD issuing updated Area Median Income limits (but in any event not more frequently than annually) , as long as this Agreement remains in effect. The lease or rental agreement for each AHU must include a provision in typeface no smaller than 14 points, which must be initialed by each tenant, of the anticipated Adjustment Date, as stated herein.

(b) On each Adjustment Date (or such date thereafter as may be required to provide tenant of the AHU with thirty (30) days’ notice of any proposed rent increase and/or such other date as required by the Section 8 13 RES. NO. 2025-26

Voucher/Certificate Program or the City's Senior Rent Subsidy Program (if any) for any tenant who is the recipient of any such subsidy) , the Owner may increase rent for each AHU provided, however that the annual rent increase for each of the AHUs must be limited to no more than the lesser of, but subject to Subparagraphs 5.03(c) and 5.03(d) below:

(i) 3.0 percent

(ii) The percentage increase in the Median Income Limit for Ventura County.

(c) Notwithstanding Subparagraph 5.03(b), in no event will the tenant portion of the rent for any Very Low -Income Unit exceed 30 percent of 50 percent of 1/12 of the Area Median Income amount, adjusted for assumed household size (using applicable CTCAC standards and procedures) ; and in no event will the tenant portion of rent for any Low -Income Unit exceed 30 percent of 60 percent of 1/12 of the Area Median Income amount, adjusted for assumed household size (using applicable CTCAC standards and procedures).

(d) If at any time an AHU is occupied by a tenant subsidized under the Section 8 Voucher/Certificate Program, the total rent for said unit must not exceed the greater of (i) Ventura County Fair Market Rents (FMRs) published by the U.S. Department of Housing and Urban Development (HUD) as adjusted by applicable utility allowance , (ii) the Area Housing Authority of the County of Ventura’s Contract Payment Standard (established by the Housing Assistance Contract with HUD) or (iii) as otherwise specifically provided in this Agreement.

SECTION 6 - METHOD OF RENTAL

6.01 Classification. Any unit occupied by a Qualified Tenant as determined per Paragraph 7.01 will be considered to have satisfied the occupancy requirements set forth above, and must continue to satisfy such requirements if the tenant is recertified as a Qualified Tenant in accordance with Paragraph 7.02.

6.02 Section 8 Program. If Section 8 Certificates or Vouchers become available for the City of Simi Valley, Owner agrees to participate in the Section 8 Program. A prospective tenant cannot be discriminated against, or otherwise denied occupancy of an AHU, solely because of the source of the rental payments.

SECTION 7 - DETERMINATION OF TENANT ELIGIBILITY

7.01 Qualification. Owner will be responsible for determining, in accordance with the provisions of Title 25, California Code of Regulations, Section 6910, et seq., or as it may be amended, the income eligibility of a potential AHU renter household. On the date an AHU is leased, the gross annual income of a Qualified Tenant 14 RES. NO. 2025-26

occupying said unit must not exceed the Very Low -Income Limit or Low -Income Limit for Ventura County, as may be applicable to the particular unit, as adjusted for the tenant’s assumed household size utilizing applicable CTCAC standards.

Owner must determine income qualifications of a willing tenant household by obtaining and reviewing required income records from each member of such tenant household. Such records should include, but not limited to, the most recent federal income tax return of each member of said tenant household, bank records, Social Security Administration statements, pay stubs or other documentation which verifies the person's annual income. Additionally, Owner must obtain written certification of the anticipated income of all members of the tenant household for the 12-month period following the date of determination of income using the form set forth on Exhibit "D" or the corresponding form approved by CTCAC (provide d Owner provides City with a copy of any such CTCAC form prior to use and City reasonably approves such use in place of the form in Exhibit D). Each AHU rented to a Qualified Tenant must be occupied by that household.

OTHER THAN FOR UNITS RECEIVING PROJECT -BASED SECTION 8

ASSISTANCE (FOR WHICH OWNER MUST PROVIDE ANY PORTION OF THE

RENTAL INCOME DOCUMENTATION WHICH IS NOT PROHIBITED TO BE

PROVIDED TO THE CITY BY LAW), OWNER MUST PROVIDE TO THE CITY

FOR INFORMATIONAL PURPOSES A COPY OF THE RENTAL AGREEMENT

AND THE RENTER'S INCOME CERTIFICATION TOGETHER WITH THE SUPPORTING DOCUMENTATION (“RENTAL INCOME DOCUMENTATION”) PRIOR TO THE INITIAL RENT DATE OF ALL AHUs.

Subsequent to said Initial Rent Date of all AHUs, Owner must make available such documentation to the City for review upon request.

7.02 Tenant Recertification. Tenant Recertification will mean the Owner's annual verification of a Qualified Tenant's income conducted in accordance with Paragraph 7.01. At least 60 days prior to the anniversary of the Initial Rent Date for each AHU, Owner must provide written notice to AHU occupants to complete an Affordable Housing Program Tenant Recertification, using the form set forth on Exhibit “E” or the corresponding form approved by CTCAC (provided Owner provides City with a copy of any such CTCAC form prior to use and City reasonably approves such use in place of the City form), and to provide supporting income verification documentation to the Owner prior to the Adjustment Date. In the event that the tenant fails to provide proof of income to Owner on or before the anniversary of the Initial Rent Date, such tenant will be deemed to have committed a material breach of the Lease Agreement and the Lease Agreement must provide that such breach will be cause for termination of tenancy. Owner must not renew the tenant’s lease without such proof of income. Subject to the limitations of State and Federal law, including, without limitation, the rules and regulations of CTCAC, no tenant residing in an AHU will be denied continued occupancy, solely because their household income has increased such that it exceeds the Very Low -Income Limits or Low -Income Limits for Ventura County, as applicable to the particular AHU, adjusted for household size pursuant to Section 1.17. Notwithstanding the above, to the extent permitted by the rules and regulations of CTCAC, a Tenant whose household income exceeds one hundred ten percent (110%) AMI, adjusted 15 RES. NO. 2025-26

for household size, must be required to vacate the AHU upon expiration of the then-current lease term, subject to a one year lease extension. Tenant must receive no more than a one year extension of his/her lease after the expiration of then-current term. Tenant may thereafter enter into a new lease for the AHU only if s/he meets the income criteria for eligibility for a Very Low -Income Unit or Low- Income Unit, as applicable to the particular AHU. Owner must keep copies of all AHU Tenant Recertification forms on file and make them available to City upon request.

7.03 Change in Household Composition/Income. Owner is responsible for, in accordance with the provision of the HUD Multifamily Occupancy Handbook 4350.3 Chapter 7, annual recertification, interim recertification (change in household composition), unit transfers, and gross rent changes.

SECTION 8 - OUTREACH PROGRAM

8.01 Outreach and Affordable/Affirmative Marketing Program . Other than for units receiving project based Section 8 assistance, Owner must submit for approval a detailed Outreach and Affordable/Affirmative Marketing Program (the “marketing program”), which must include, but is not limited to, advertising, publicity, and promotion, to the Director, not less than one-hundred twenty (120) days prior to the projected completion of the Project. Owner may not commence marketing efforts of the AHUs as part of its overall Marketing Program for the Project, prior to approval of the Outreach and Affordable/Affirmative Marketing Program by the City, which approval must not be unreasonably withheld or delayed. None of this Section 8.01 through 8.05 will apply to units receiving project based Section 8 assistance.

The purpose of the Outreach and Affordable/Affirmative Marketing Program will be to solicit and obtain Qualified Tenants for occupancy of all AHUs, to establish a waiting list for units that may become available and to affirmatively further fair housing goals by designing a program that attracts prospective Qualifying Tenants of all majority and minority groups in the housing market area regardless of race, creed, color, religion, sex, national origin, marital status, status with regard to receipt of public assistance, or disability. The Affirmative Marketing Program should assure that any persons normally not likely to apply for the AHUs without special outreach efforts, know about the availability of the AHUs, feel welcome to apply and have the opportunit y to rent an AHU. Owner must not commence any marketing of the AHUs unless approved by the Director under the Outreach and Affordable/Affirmative Marketing Program, which approval must not be unreasonably withheld or delayed. The marketing program must begin prior to the occupancy of any apartment units within the Project and must include the following:

(a) A print media schedule as shown on attached Exhibit "C" to be published in a newspaper of City-wide or regional circulation;

(b) Noticing and listing the Project throughout the life of this Agreement with the Area Housing Authority of Ventura County, the Senior Citizens’ Center, City Hall and the City’s Development Services Building, and, if required, the Simi 16 RES. NO. 2025-26

Valley-Moorpark Association of Realtors, Simi Valley religious and nonprofit entities, the County Library and such other similar agencies as the Director may designate;

(d) Establishment of a telephone number for the Project with message capabilities to receive inquiries on vacant units, including the affordable units throughout the life of this Agreement;

(e) A display of the fair housing logo in the rental office and in advertising;

(f) Budget to adequately fund the reasonably necessary expenses of the foregoing.

The Parties hereto agree that, with the exception of Subparagraphs 8.01 (c) and (d) above, the other items listed above must be implemented only when vacant units are or will soon be available for rental and when there is no one on the Owner's waiting list for the AHUs.

8.02 Waiting List.

(a) From the commencement of the Outreach and Marketing Program and through the Restricted Rental Period, Owner must establish and maintain a waiting list regarding the applicants for the AHUs and select the prospective Qualifying Tenants on a first-come, first served basis. The waiting list must include the information requested in Exhibit "F". In no event may the waiting list be closed during the Restricted Rental Period by Owner without the prior written consent of the City, which consent must not be unreasonably withheld.

(b) Owner will not be obliged to rent an AHU to a potential renter on a waiting list unless such potential renter agrees to and does enter into a Lease Agreement no later than (a) thirty (30) days after Owner notifies such potential renter that the AHU will be available for occupancy, or (b) thirty (30) days after such AHU is vacated by the prior tenant, whichever is later.

8.03 Initial Marketing Within the City. As part of the Outreach and Affordable/Affirmative Marketing Program and at the commencement of all components of such Program, the Owner must market the AHUs exclusively within the City of Simi Valley for a period of no less than 90 calendar days to the fullest extent allowed by applicable law and regulation.

8.04 Awareness of the AHU Availability . Owner must design the Outreach and Affordable/Affirmative Marketing Program to include provisions that create and build audience awareness of the availability of Affordable Housing Units and equal housing opportunity.

17 RES. NO. 2025-26

8.05 Failure to Implement an Outreach Program. If Owner fails to submit for approval and implement an Outreach and Affordable/Affirmative Marketing Program, City will have the right to implement (upon 60 days prior written notice to Owner) a marketing program, at Owner expense, for the purpose of soliciting Qualified Tenants for Owner’s AHUs.

SECTION 9 - NOTICES AND DISCLOSURES

9.01 Notices. During the Restricted Rental Period, Owner must provide the following notices to tenants at the inception of each AHU tenancy:

(a) Housing Information. Owner must provide tenants and prospective tenants with information on fair housing regulations and the State and Federal agencies responsible for enforcing them.

(b) Adjustment Date. Owner must inform each tenant, in writing at the time of occupancy of an AHU, the next Adjustment Date for that unit.

Owner must be responsible for obtaining proof that these items were received by the tenants and must keep such proof in the tenant files for inspection by City, if requested. This may be accomplished by having the tenants initial the lease that they have received the above information.

9.02 Expiration. Owner must comply with the requirements of Government Code § 65863.10 and any other then- applicable federal, state or local laws related to the expiration of the affordability period.

9.03 Right of First Refusal ; Preservation Notices. During the term of this Agreement, there must be no conversion to ownership interest of any AHU unit in the Project.

One hundred and eighty (180) days before the expiration of the Restricted Rental Period of the last AHU hereunder, in addition to the rights set forth in California Government Code Section 66427.1 and any other then- applicable sections of California law, Owner must provide each tenant with a ninety (90) day right of first refusal to purchase the unit occupied by such tenant should the Owner convert any AHU to an ownership interest.

9.04 Subleasing Restricted. As part of every rental agreement, Owner must provide a clause which, by its terms, must prohibit to the fullest extent allowed by law, the subject AHU tenant from assigning, subleasing or transferring any interest in the unit to another without obtaining the City's prior written approval. No such approval will be granted for any sublease which provides for rent or tenant income in excess of that authorized herein. This provision must not prohibit Owner and the AHU tenant from entering into a new rental agreement to add additional household members, provided that the new tenant household is determined to be eligible in accordance with Section 7.01.

9.05 City Notification . Owner must make available to City copies of all notices and housing information delivered under Paragraphs 9.01 through 9.04 within three (3) business days of demand by City. All notices required by Paragraphs 9.01 through 18 RES. NO. 2025-26

9.04 must be set forth in bold- faced or capitalized letter, in a type face of at least 12 points, and must be separately initialed by the tenants.

9.06 Notice of Non-Compliance. Upon City determination of a breach by Owner of the terms of this Agreement, City will, at City’s option within ten (10) working days after becoming aware of such breach, provide written notice of the same to Owner in accordance with Paragraph 16.12 herein, describing the nature of said breach.

9.07 Records. Owner must maintain complete, accurate, and current records pertaining to the Project, and must permit any duly authorized representative of the City to inspect records, including records pertaining to income, age, and household size of residents. All Resident lists, applications, and waiting lists relating to the Project must at all times be kept separate and identifiable from any other business of the Owner and must be maintained as required by the City, using record-kee
ping forms provided by the City (Exhibits “B” through “F” ), or on forms acceptable to the City, in a reasonable condition for proper audit and subject to examination during business hours by representatives of the City. The Owner must retain copies of all materials obtained or produced with respect to occupancy of the AHUs from application to move- out and for a period of 5 years thereof.

SECTION 10 - CONDITION AND MAINTENANCE OF UNITS/PROJECT

10.01 Project Architecture. All units in the Project must have the same architectural, exterior, and interior treatments, with the exception of the units to be occupied by the Managers.

10.02 Project Maintenance. Owner must ensure that sufficient revenues are reserved and expended for maintenance of the Project as required by all applicable laws, and so as to maintain all areas of the Project in a well -kept condition, order and repair, safe, attractive and continuously functional in accordance with all state and local codes and regulations. Owner further agrees that such maintenance must be performed in a workmanlike manner on a regular basis and/or as needed and at times which will minimize inconvenience to tenants.

SECTION 11 - REPORTING AND AUDIT REQUIREMENTS

11.01 Status Reports. Beginning on the first anniversary of the Initial Rent Date for the first AHU rented in the Project, and continuing on each such annual anniversary thereafter during the Restricted Rental Period, Owner must submit the following written reports to the Director of Environmental Services:

(a) A copy of the waiting list (Exhibit "F"),

(b) A Unit Summary Report of all Affordable Housing Units (Exhibit "G").

11.02 Audit. Owner must permit the City, with reasonable notice and during normal business hours, to inspect the Project Site to verify Owner’s compliance with this Agreement. Owner must make available to the City, during normal business hours, 19 RES. NO. 2025-26

such records as the City may reasonably request to verify such compliance.

Should Owner fail to submit timely reports as required by Paragraph 11.01 above, City may cause an audit to be conducted at the sole expense of Owner, in addition to any other available legal remedies. Owner must cooperate with any such audit and further agrees to make available to the City all documents relative to rental of the AHUs to verify compliance with the terms of this Agreement.

SECTION 12 - ENFORCEMENT PROVISION

12.01 Enforcement. The City has the authority to enforce all the provisions of this Agreement, including the covenants and conditions contained herein. If the Owner defaults in the performance or observation of any covenant, agreement or obligation of the Owner set forth in this Agreement, and if such default remains uncured for a period of sixty (60) days after written notice thereof will have been given by the City to the Owner, then the City may declare an "Event of Default" to have occurred hereunder. In case of an Event of Default, City may take any enforcement action permitted by law, including, without limitation, a civil action for specific performance of the restrictions and terms of this Agreement, damages for breach of contract, restitution and injunctive relief, and enjoining any acts or things which may be unlawful or in violation of the rights of the City hereunder. The remedies provided herein are cumulative and not exclusive and must not preclude City from seeking any other remedy to which it otherwise would be entitled under law or equity. Unless otherwise specifically permitted in this Agreement, no right or remedy exercised hereunder will serve to defeat, alter or invalidate any security instrument recorded against the Property.

SECTION 13 - SUCCESSORS AND ASSIGNS

13.01 No Transfer Without Authorization. The Parties hereto each agree that the obligations and duties contained herein will be binding upon the City and Owner, and their respective successors and assigns. Other than as provided in Paragraph

16.05 below, Owner and its successors will not assign its rights or delegate its duties or obligations, or sell, transfer, convey, encumber, assign or lease the whole or any part of the Property or the Project (“Assignment”) (other than for individual tenant use as contemplated hereunder), without the written consent of the City, as required per Paragraph 13.02, which consent must not unreasonably be withheld.

For the purposes of this Agreement, “Assignment” will include a transfer or sale by any party of more than 50% of the shares or other ownership interests in Owner or a transfer of control of Owner. In the absence of specific written consent by the City, no such Assignment, or the approval thereof by the City, will be deemed to relieve the Owner or any other party from any obligations under this Agree ment.

Owner must request said consent at least 30 days prior to any Assignment. The assignee must agree in writing to assume on behalf of himself and his successors and assigns, all the duties and obligations of the Owner its successors and assigns. Said consent will be subject to verification of seller's compliance under this Agreement by presentation of an up- to-date status report, as per Paragraph

11.01 hereof. Owner further agrees that Owner and its successors will remain liable for any breach of this Agreement made by any assignee, provided, however, the Parties hereto each agree that the sale of all of Owner's ownership interest will 20 RES. NO. 2025-26

limit Owner's liability under this Agreement to breaches or violations occurring during the period of Owner's ownership. Owner and their successors must notify the Environmental Services Director in writing by Certified Mail, Return Receipt Requested, at least forty-five (45) days prior to concluding any Assignment of the Project. Owner further agrees that said notice will include written evidence from the prospective buyer or transferee that he/she has been fully informed concerning the Agreement and the Declaration and the benefits/burdens thereof.

The parties hereto each agree that the obligations and duties contained herein are binding upon the City and Owner, and their respective successors and assigns.

Owner and its successors cannot assign its rights or delegate its duties or obligations, or sell, transfer, convey, encumber, assign or lease any of the AHUs (other than for individual tenant use as contemplated hereunder). City and its successors and assigns are deemed the beneficiary of the covenants contained herein, without regard to technical classification and designation. The covenants run in favor of City, its successors and assigns without regard to whether City has been, remains, or is an owner of any land or interest thereon. Owner must provide at least fifteen (15) day notice to City before any proposed transfer to a successor or assign. The assignee or successor must agree in writing to assume on behalf of itself and its successors and assigns, all the duties and obligations of the Owner under this Agreement, and any purported assignment will not be valid without such a written agreement.

13.02 Rights of Mortgage Holders. The provisions of this Agreement do not limit the right of the holder of any mortgage, deed of trust or other lien or encumbrance (collectively “Mortgage Holders”) to exercise any of its remedies for the enforcement of any pledge or lien upon the Propert y, provided however, that the obligations under this Agreement survive the exercise of such right through the remainder of the term of this Agreement pursuant to Paragraph 4.01.

13.03 Verification of Buyer's Managerial Qualifications. Owner must request approval by written notice at least forty-five (45) days prior to any proposed Assignment. There must be submitted to the City for review evidence of the qualifications and financial strength of any proposed buyer, transferee, conveyee, assignee or lessee along with all instrument and other legal documents proposed to effect any such sale, transfer, conveyance, assignment or lease, and, if approved by the City, such approval will be indicated to Owner in writing. It will not be unreasonable for the City to withhold its consent if the proposed buyer, transferee, conveyee, assignee or lessee will lack the managerial qualifications and financial responsibility necessary and adequate, as may be reasonably determined by the City, to fulfill the obligations of Owner contained in this Agreement. Any proposed buyer, transferee, conveyee, assignee or lessee, by instrument in writing satisfactory to the City and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the City, will expressly assume the conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Paragraph will be null, void and 21 RES. NO. 2025-26

without effect, will cause a reversion of title to the Owner and will be ineffective to relieve the Owner of its obligations under this Agreement.

SECTION 14 - RECORDATION OF AGREEMENT

14.01 Recording Agreement. This Agreement must be recorded within ten (10) days of the execution of this Agreement by all Parties. Owner must also record, separate from this Agreement, the Declaration of Conditions and Restrictions on the Transfer of Title or Interest in Real Property document in the form of Exhibit "H", stating that the conditions and obligations to which the subject Project is bound will run with the land.

SECTION 15 - INDEMNITY AND HOLD HARMLESS

15.01 Indemnity and Hold Harmless.

(a) Owner must defend and provide legal defense with attorney(s) acceptable to the City, indemnify, and hold harmless the City, their agents, officials, officers, representatives and employees, from and against all claims, lawsuits, liabilities or damages of whatever nature arising out of or in connection with, or relating in any manner to any act or omission of Owner, its agents, employees, and subcontractors, and employees thereof, pursuant to the performance or non- performance of this Agreement other than solely arising from the negligence or willful misconduct of City. Owner must thoroughly investigate any and all claims and indemnify the City and do whatever is commercially necessary to protect the City, its agents, officials, officers, representatives and employees as to any such claims, lawsuits, liabilities, expenses, or damages arising out of this Agreement.

(b) Owner must not bring any claims, cross-claims, actions or cross-complaints against the City, its agents, employees or representatives, arising out of any disputes between Owner and third parties as to the City approvals or the issuance of building permits for this Project.

SECTION 16 - GENERAL PROVISIONS

16.01 Time is of the Essence. The Parties hereto agree that time is of the essence in the performance of this Agreement. No waiver by any of the Parties to this Agreement or the non- performance or any breach of any term, provision or condition of this Agreement or any default hereunder will be considered to be or operate as a waiver of any subsequent non-performance, breach or default.

16.02 Extension of Time Good Cause. The City may, in its sole discretion, extend one or more time deadlines for performance as referenced in this Agreement for good cause. “Good cause” includes, but is not limited to, acts of God, labor strikes, war, riots, pandemics, etc., as determined the City in its sole discretion.

22 RES. NO. 2025-26

16.03 Modifications. The Parties hereto each agree that no addition to or modification or waiver of any term or provision of this Agreement will be effective unless set forth in writing, in the same manner and form as originally adopted and signed by both the City and Owner except that the City reserves the right to make minor amendments to this Agreement, which may become necessary due to changes in governmental regulations or other requirements affecting the parties involved in the arrangement of project financing so long as such amendments do not materially or substantially modify the terms contained in this Agreement and do not add to the costs to be incurred by the City. The Parties hereto further agree that oral agreements or understandings will be of no force or effect whatsoever.

16.04 Not for Benefit of Third Parties. This Agreement does not create any enforceable right, cause of action, or claim in any third party. The Owner, the City or their successors in interest will be the sole parties who will have standing to enforce the terms or obligations or to bring suit for damages arising out of a breach of this Agreement.

16.05 Not a Partnership or Joint Venture. This Agreement does not create a partnership or joint venture.

16.06 Subordination. Subject to Section 2.03 hereof as to the Loan Documents (but excluding this Agreement, which must not be subordinated), Owner acknowledges that the City will not subordinate this Agreement or any of its terms or the separately recorded declaration of conditions and restrictions to any lien, encumbrance or mortgage for the Project.

16.07 Non-Discrimination. All of the Units must be available for occupancy on a continuous basis to members of the general public. Owner must not give preference to any particular class or group of persons in renting the Units, except to the extent that units are required to be leased to a Very Low - or a Low-Income Household, and to the extent that units are restricted to Seniors pursuant to thi s Agreement.

Owner covenants by and for itself and any successors in interest that there must be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use occupancy, tenure or enjoyment of the Project nor will Owner itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Project. The foregoing covenants will run with the land.

Owner must accept as tenants on the same basis as all other prospective tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing program under Section 8 of the United States Housing Act of 1937, or its 23 RES. NO. 2025-26

successor. Owner must not apply selection criteria to Section 8 certificate holders that are more burdensome than criteria applied to any other prospective tenants.

All leases or contracts made relative to the Project, the improvements thereon or any part thereof, must contain or be subject to substantially the following nondiscrimination clause:

"There must be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, gender, gender identity, gender
expression, sexual orientation, source of income, marital status, familial status, disability, me dical condition, genetic information, national origin or ancestry in the sale, lease, sublease, transfer, use occupancy, tenure, improvement or enjoyment of the Project nor will lessee, contracting party or signatory, nor any person performing, acting under or
operating through them, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Project, or any other aspect of the Project."

16.08 Violation of Conditions of Approval. Any violation of the conditions of any of the Project Entitlements will also constitute a violation of this Agreement and will be enforceable as a breach hereof, as well as any other remedies.

16.09 Default. If Owner defaults in the performance or observation of any covenant, agreement or obligation set forth in this Agreement, and if such default remains uncured for a period of sixty (60) days after written notice must have been given by the City to Owner, then the City may declare an “Event of Default” to have occurred hereunder, and, at its option, may take any one or more of the following steps:
(a) By mandamus or other suit, action or proceeding at law or in equity, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things
which may be unlawful or in violation of the rights of the City hereunder;
(b) Have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the 5 AHUs;
(c) Take such other action at law or in equity a may appear necessary or desirable to enforce the obligations,
covenants and agreements of the Owner.

16.10 Reserved.

16.11 Severability. The Parties hereto each agree that should any portion of this Agreement be held invalid or unenforceable for any reason, such determination will not affect the validity of the remaining portions of this Agreement.

24 RES. NO. 2025-26

16.12 Covenants to Run with the Land. Owner hereby subjects the Project (including the Project Site) to the covenants, reservations and restrictions set forth in this Agreement. The City and Owner hereby declare their express intent that the covenants, reservations and restrictions set forth herein will be deemed covenants running with the land and will pass to and be binding upon Owner’s successors in title to the Project; provided, however, that on the termination of this Agreement said covenants, reservations and restrictions will expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Project or any portion thereof will conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions regardless of whether such covenants, reservations and restrictions are set forth in such contract deed or other instrument. Owner, by and for itself and each successor to any interest in the Project, hereby specifically acknowledges and agrees to be bound by the covenants contained herein.

16.13 Notices. The Parties hereto each agree that all notices or other communications required or permitted hereunder must be in writing, must be either personally delivered or sent by United States certified mail or registered mail, return receipt requested, and must be deemed received seventy-two (72) hours after deposited in the mail in the Counties of Ventura, Orange or Los Angeles, postage pre- paid, addressed to the persons to receive such notice, at the following address:

To City: City of Simi Valley
Attn: Environmental Services Director
2929 Tapo Canyon Road
Simi Valley, CA 93063

To Owner: Simi Vintage Sycamore 650, L.P.
c/o USA Properties Fund, Inc.

Attn: President and Chief Executive Officer
3200 Douglas Blvd. Suite 200
Roseville, CA 95661

With a Copy To: Area Housing Authority of the County of Ventura Attn: Executive Director
1400 W. Hillcrest Drive
Newbury Park, CA 91320-2721

Or to the owner of record or successor in title to the subject Project.

Notice of change of address is required and must be given by written notice in the manner detailed in this Paragraph. Notices to a Qualified Tenant of an AHU will be deemed adequately given if transmitted in like fashion to the street address and apartment number of such a Qualified Tenant.

16.14 Attorney's Fees. The Parties hereto each agree that if any Party hereto institutes any legal proceedings to enforce any provision of this Agreement or for damages by reason of any alleged breach of this Agreement, the prevailing Party will be entitled to recover from the other Party all costs of suit, including such amount as 25 RES. NO. 2025-26

the court may award as reasonable attorney's fees for services rendered to the prevailing Party in such proceeding. The Parties hereto further agree that partial granting of the prayed -for relief will be sufficient to constitute "prevailing" in any such action.

16.15 Headings. The Parties hereto each agree that the paragraph headings herein are used only for the purpose of convenience and will not be deemed to modify, explain or limit the subject of the paragraphs of this Agreement to be considered in their construction.

16.16 Incorporation of Recitals and Exhibits . Recitals [ A through D ] are incorporated herein by this reference and Exhibits [ "A" through "H" ] are attached and incorporated herein by this reference.

16.17 Compliance with Applicable Laws. Owner must obey all Federal, State, local and special district laws, ordinances and regulations.

16.18 Entire Agreement. This Agreement, together with its attachments and writings expressly incorporated herein, constitutes the full and total understanding between the Parties hereto, construed according to the laws of the State of California, and supersedes all prior agreements between the Parties hereto.

16.19 Execution In Counterparts . This Agreement may be executed in any number of counterparts, each of which, when executed and delivered to City, will be deemed to be an original and all of which, taken together, will be deemed to be one and the same instrument.

16.20 Tax Credit Provisions. The Parties agree and acknowledge that the Project may be financed, in part, with the proceeds for federal and/or state low income housing tax credits (“Tax Credits”). If the Project is financed with Tax Credits, the following provisions will apply:

(a) The City must accept any cure of any default by Owner tendered by any limited partner (which limited partner must not have management or control of Owner) of the Owner (the "Limited Partner") on the same terms and conditions it would accept said cure by Owner; provided that, such Limited Partner must certify in writing that its cure of said default is not for the sole purpose of avoiding the provisions of this Agreement relating to the City’s consent to assignment.

(b) The City must provide copies of all notices provided to Owner pursuant to this Agreement to the Limited Partner at the address so des ignated in writing by the Owner from time to time ; provided that the failure to provide such notice will not be deemed a default by City.

(c) Notwithstanding anything to the contrary set forth in the Agreement, including, without limitation, Section 13.01 thereof, the consent of the City will not be necessary for any of the following: (i) a transfer of the Limited Partner's interest in the Owner, or an interest in the Limited Partner, or (ii) 26 RES. NO. 2025-26

the removal and replacement of a general partner of Owner by the Limited Partner in accordance with the partnership agreement of the Owner provided that the substitute general partner is acceptable to City in its reasonable discretion.

(d) In the event of any conflict between this Section 16.1 9 and any other provision of the Agreement, this Section 16.19 will prevail.

IN WITNESS THEREOF, the Parties hereto have executed this instrument as of the Effective Date.

Attest: City of Simi Valley
A Municipal Corporation

Lucy Blanco, City Clerk Dee Dee Cavanaugh, Mayor of the City of Simi Valley, California

Approved as to Form: Simi Vintage Sycamore 650, L.P., a California Limited Corporation

Algeria R. Ford, City Attorney By: USA Simi Vintage Sycamore 650, Inc. , a California corporation, a general partner,
Darren Bobrowsky
Executive Vice President President and Chief
Executive Officer

Approved as to Content: Area Housing Authority of the County of Ventura

Samantha C. Argabrite, Michael Nigh
Interim City Manager Executive Director

Stratis Perros
Environmental Services Director
27 RES. NO. 2025-26

EXHIBIT "A"

LEGAL DESCRIPTION

THE LAND REFERRED TO IN THIS COMMITMENT IS SITUATED IN THE CITY OF

SIMI VALLEY, COUNTY OF VENTURA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

THENCE ALONG SAID SOUTHERLY LINE, SOUTH 89.59'31" EAST 378.97 FEET TO THE BEGINNING OF A NON -TANGENT 592.00 FOOT RADIUS CURVE, CONCAVE EASTERLY, A RADIAL TO WHICH BEARS NORTH 58.34'18" WEST, SAID CURVE BEING CONCENTRIC WITH AND DISTANT 60.00 FEET NORTHWESTERLY OF THE

SOUTHEASTERLY BOUNDARY OF PARCEL D OF THE QUITCLAIM TO WIL LIAM DEVELOPMENT CORP., RECORDED JANUARY 2, 1965 IN BOOK 2716, PAGE 230, OF SAID OFFICIAL RECORDS;

THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, AN ARC LENGTH OF 124.78 FEET THROUGH A CENTRAL ANGLE OF 12.04'37" TO A LINE PARALLEL WITH AND 60.00FEET WESTERLY OF SAID QUIT CLAIM TO WILLIAM DEVELOPMENT CORP.;

THENCE ALONG SAID PARALLEL LINE, SOUTH 19.21'05" WEST 339.99 FEET;

THENCE LEAVING SAID PARALLEL LINE, NORTH 70.38'55" WEST 20.50 FEET;

THENCE NORTH 68.28'26" WEST 295.60 FEET;

THENCE NORTH 37"20'22" WEST 46.49 FEET;

THENCE NORTH 52.39'38" EAST 95.89 FEET TO THE BEGINNING OF A 63.00 FOOT RADIUS CURVE, CONCAVE WESTERLY;

THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, AN ARC LENGTH OF 54.56 FEET THROUGH A CENTRAL ANGLE OF 49.37'08";

THENCE NORTH 03.02'30" EAST 42.16 FEET TO THE BEGINNING OF A 65.00 FOOT RADIUS CURVE, CONCAVE WESTERLY;

THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, AN ARC LENGTH OF67.97 FEET THROUGH A CENTRAL ANGLE OF 59.54'56";

THENCE NORTH 56.52'26" WEST 17.87 FEET TO SAID SOUTHEASTERLY LINE OF SYCAMORE DRIVE, BEING ALSO A POINT ON A 642.00 FOOT RADIUS CURVE, CONCAVE WESTERLY, A RADIAL TO WHICH BEARS SOUTH 48.53'00" EAST;

THENCE ALONG SAID SOUTHEASTERLY LINE, NORTHEASTERLY ALONG THE ARC OF SAID CURVE, AN ARC LENGTH OF 83.72 FEET THROUGH A CENTRAL ANGLE OF 07"28'18" TO THE POINT OF BEGINNING.

CONTAINING 2.983 ACRES, MORE OR LESS.
28 RES. NO. 2025-26

APN: 642-0-280-205; 642-0-280-215; 642-0-280-255

29 RES. NO. 2025-26

EXHIBIT "B"

VINTAGE AT SYCAMORE APARTMENT AHU - UNIT DISTRIBUTION SCHEDULE Unit Type Number of
Units
Unit Size
(sq. ft.)
(approximate)1
Maximum Initial2/3
Monthly Gross
Rent
1 Bedroom 10 570 $ TBD
1 Bedroom 38 570 $ TBD
Total AHUs 48

1 Affordable units must be dispersed throughout the Project.

2 Initial rents may be increased on the Adjustment Date per Section 5.03 of this Agreement. Initial Rents will be established pursuant to Section 5.01 of this Agreement.

3 These Initial Rents are “Gross rents.” The “gross rent” represents either 30% of 50% or 30% of 60% of the tenant’s income as adjusted for household size [two persons for 1 bedroom unit; three persons for a two bedroom unit]. The “net” rent that the t enant will actually pay to the Owner reflects an adjustment to allow for a reasonable utility allowance based on the division of responsibility between landlord and tenant for payment of the various utilities. The reason for including a reasonable utility allowance as part of the “gross rent” is that the “30%” standard for affordable housing expenses includes both rent and utilities..

30 RES. NO. 2025-26

EXHIBIT "C"

CITY OF SIMI VALLEY

AFFORDABLE HOUSING AGREEMENT - OUTREACH PLAN

PRINT MEDIA

PUBLICATION NAME AND CITY

DATES APPEARING

SIZE OF ADVERTISEMENT

FROM

______________________________________________________________________________________________

OFFICE USE ONLY

ATTACHMENTS: __________ Certification of Publication
__________ Sample Copy of Text
31 RES. NO. 2025-26

EXHIBIT “D”

CITY OF SIMI VALLEY

AFFORDABLE HOUSING PROGRAM

VINTAGE AT SYCAMORE SENIOR APARTMENTS

TENANT APPLICATION

Manager: Phone:

Tenant Name: Date:

Address: Unit #:

Number of persons in household:

List all persons to reside in unit:

Name Social Security Number Age*

*Information on age only required for senior-oriented projects.

Total Household Income:

1) Previous Year's Annual Gross Income (Attach Verification) Name Source Amount

Total Household Income:

32 RES. NO. 2025-26

2) Current Monthly Gross Income (Attach Verification)

Name Source Amount

Total Gross Monthly Income:

The information on this form is provided solely for the purpose of determining eligibility for the City of Simi Valley Affordable Housing Program. This information is confidential and, except as may be required by the City of Simi Valley or Owner, any use of this information is strictly prohibited without written consent of the applicant. Acknowledgment of this paragraph does not constitute written permission.

I/We certify that the foregoing is complete, true, and accurate to the best of my/our knowledge and is verifiable by the most recent federal tax return and other income documentation provided herewith. I/We are aware that any misrepresentation in this application will constitute a material breach of my/our agreement with the Owner to rent or lease the unit, and will entitle the Owner to prevent or terminate my/our occupancy of the unit.

Signed: Date:

FOR CITY OFFICE USE ONLY
Anticipated Income
Next 12 Months: Household Size:

Income Level: # Bedrooms #Bath
Low ( % AMI)
Very Low ( % AMI)

Approved for Affordable Unit Reviewed by:

Not Approved Date:

Comments:
_______________________________________________________________________

_______________________________________________________________________ 33 RES. NO. 2025-26

EXHIBIT "E"

CITY OF SIMI VALLEY

AFFORDABLE HOUSING PROGRAM

VINTAGE AT SYCAMORE SENIOR APARTMENTS

TENANT RECERTIFICATION

Manager: Phone:

Tenant Name: Date:

Address: Unit #:

Number of persons in household:

List all persons who reside in unit:

List all persons to reside in unit:

Name Social Security Number Age*

*Information on age only required for senior-oriented projects.

Total Household Income:

1) Previous Year's Annual Gross Income (Attach Verification) Name Source Amount

Total Household Income:
34 RES. NO. 2025-26

Signed: Date:

FOR CITY OFFICE USE ONLY
Anticipated Income
Next 12 Months: Household Size:

Income Level: # Bedrooms #Bath
Low ( % AMI)
Very Low ( % AMI)
Approved for Affordable Unit Reviewed by:

Not Approved Date:

Comments: _________________________________________________________ ______________
_________________________________________________________________ ______
35 RES. NO. 2025-26

EXHIBIT "F"

REQUIRED WAIT LIST INFORMATION

CITY OF SIMI VALLEY

DEPARTMENT OF ENVIRONMENTAL SERVICES

AFFORDABLE HOUSING AGREEMENT MONITORING PLAN

PROJECT: DATE SUBMITTED:

MANAGER:

DATE
NAME

ADDRESS
PHONE
# OF BDRMS
PREFER

HOUSEHOLD
SIZE

VERY LOW
LOW
MOD
SEC 8
SENIOR
ADA

DATE

PLACED IN
UNIT

36 RES. NO. 2025-26

EXHIBIT "G"

CITY OF SIMI VALLEY

DEPARTMENT OF ENVIRONMENTAL SERVICES

AFFORDABLE HOUSING AGREEMENT MONITORING PLAN

Affordable Housing Unit Summary Report Information

PROJECT: DATE SUBMITTED:

MANAGER:

UNIT
# RESIDENT NAME

MOVE-IN
DATE

MOVE IN
RENT
RENT
ADJUST
DATE
RENT
ADJUST.

AMOUNT

CURRENT
RENT
TOTAL
HOUSE-
HOLD
INCOME
# IN
HOUSE-
HOLD
# BDRMS

VERY LOW
LOW

SEC 8
SENIOR
ADA

37 RES. NO. 2025-26

EXHIBIT "H"

REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY OF SIMI VALLEY
Attn: City Clerk
2929 Tapo Canyon Road
Simi Valley, CA 93063

SPACE ABOVE FOR RECORDER'S USE
ONLY

The Undersigned declares that this document is
recorded for the benefit of the City of Simi Valley and therefore is exempt from the payment of a recording
fee pursuant to Government Code Section 6103 and
27383.

APNs: 642-0-280-205; 642-0-280-215; 642-0-280-255
______________________________________________________________________

DECLARATION OF CONDITIONS AND RESTRICTIONS

ON THE TRANSFER OF TITLE OR INTEREST IN REAL PROPERTY

VINTAGE AT SYCAMORE SENIOR APARTMENTS
SIMI VINTAGE SYCAMORE 650, L.P.

The land referred to is situated in the City of Simi Valley, County of Ventura, State of California, and more particularly described in Exhibit A attached hereto and incorporated herein.

Notice is hereby given that the Project and Project Site described herein is conditioned and the transfer of title and/or interest restricted by the City of Simi Valley (City) as set forth in that document entitled Affordable Housing Agreement/Rental (the "Agreement"), recorded on , 2025 as instrument number in the
Official Records of the Office of the County Recorder, County of Ventura, State of California, which is hereby incorporated by reference herein.

Said restrictions expressly prohibit the transfer of title, assignment of rights, or delegation of duties without the express written consent of the City. Said consent will be conditioned upon the City's receipt of written evidence from the Buyer/Transferee at least 30 days prior to said consent that he/she has been fully informed of the terms of the Agreement and the benefits/burdens conferred therein and agrees to assume all of the duties and obligations, as well as the rights and benefits that the existing Owner/Seller enjoys under the terms of the Agreement.

38 RES. NO. 2025-26

Said restrictions further require the following:

1. The Owner must give at least 30 days written notice to the City prior to any contract to sell any interest in the Project. Said notice must be personally delivered or sent by certified mail, return receipt requested, to:

City of Simi Valley
Attn: Environmental Services Director
2929 Tapo Canyon Road
Simi Valley, CA 93063

2. The title company must immediate notify the City of any attempt to sell or transfer the herein described Project. The Notice must be personally delivered or sent by certified mail, return receipt requested to the address noted above.

3. The escrow company must immediately notify the City of any attempt to sell or transfer the herein described Project. The notice must be personally delivered or sent by certified mail, return receipt requested to the address noted above.

As a condition precedent to the opening of escrow, the Owner, designated agent(s) of the Owner, and the escrow officer, each have an affirmative duty to fully disclose the terms of the Agreement to each Buyer. Escrow may open only upon receipt of the Buyer's signed and dated statement acknowledging receipt of a copy of the Agreement.

ANY ATTEMPT TO TRANSFER TITLE OR ANY INTEREST IN THE PROJECT DURING

THE TERM OF THE AGREEMENT IN VIOLATION OF SAID AGREEMENT AND THIS

DECLARATION, WILL CAUSE SAID TRANSFER TO BE VOIDABLE AT THE ELECTION OF THE CITY.

IN WITNESS THEREOF, the Parties hereto have executed this instrument on the _____day of _____________, 2025.

City of Simi Valley Simi Vintage Sycamore, L.P., a California A Municipal Corporation Limited Corporation

Samantha C. Argabrite, By: USA Simi Vintage Sycamore 650, Inc., a City Manager California corporation, a general partner, Darren Bobrowsky
Executive Vice President President and Chief
Executive Officer

Area Housing Authority of the County of
Ventura

Michael Nigh
Executive Director
39 RES. NO. 2025-26

EXHIBIT "A"

LEGAL DESCRIPTION

THE LAND REFERRED TO IN THIS COMMITMENT IS SITUATED IN THE CITY OF

SIMI VALLEY, COUNTY OF VENTURA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

SOUTHEASTERLY BOUNDARY OF PARCEL D OF THE QUITCLAIM TO WILLIAM DEVELOPMENT CORP., RECORDED JANUARY 2, 1965 IN BOOK 2716, PAGE 230, OF SAID OFFICIAL RECORDS;

THENCE ALONG SAID PARALLEL LINE, SOUTH 19.21'05" WEST 339.99 FEET;

THENCE LEAVING SAID PARALLEL LINE, NORTH 70.38'55" WEST 20.50 FEET;

THENCE NORTH 68.28'26" WEST 295.60 FEET;

THENCE NORTH 37"20'22" WEST 46.49 FEET;

THENCE NORTH 52.39'38" EAST 95.89 FEET TO THE BEGINNING OF A 63.00 FOOT RADIUS CURVE, CONCAVE WESTERLY;

THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, AN ARC LENGTH OF 54.56 FEET THROUGH A CENTRAL ANGLE OF 49.37'08";

THENCE NORTH 03.02'30" EAST 42.16 FEET TO THE BEGINNING OF A 65.00 FOOT RADIUS CURVE, CONCAVE WESTERLY;

THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, AN ARC LENGTH OF67.97 FEET THROUGH A CENTRAL ANGLE OF 59.54'56";

THENCE NORTH 56.52'26" WEST 17.87 FEET TO SAID SOUTHEASTERLY LINE OF SYCAMORE DRIVE, BEING ALSO A POINT ON A 642.00 FOOT RADIUS CURVE, CONCAVE WESTERLY, A RADIAL TO WHICH BEARS SOUTH 48.53'00" EAST;

THENCE ALONG SAID SOUTHEASTERLY LINE, NORTHEASTERLY ALONG THE ARC OF SAID CURVE, AN ARC LENGTH OF 83.72 FEET THROUGH A CENTRAL ANGLE OF 07"28'18" TO THE POINT OF BEGINNING.

CONTAINING 2.983 ACRES, MORE OR LESS.
40 RES. NO. 2025-26

APN: 642-0-280-205; 642-0-280-215; 642-0-280-255

41 RES. NO. 2025-26
m 'v:fJ

CITY OF SIMI VALLEY
Department of Environmental Services
Affordable Housing Agreement
Amendment/Transfer Application
The City's Affordable Housing program will evaluate requests to amend and/or transfer of existing affordable housing agreements.

A proposal to amend an agreement will require the following: 1) the applicant must submit an Application; 2) the modified affordable housing agreement must comply with applicable State and Federal laws in effect at the time of modification; and 3) the applicant must illustrate how the proposed modification to the affordable housing agreement will assist the City to meet community needs.

A proposal to transfer an agreement will require the following: 1) the applicant must submit an Application and notify the City of their intent to assign/transfer of the affordable housing agreement at least 45 days (or the number of days prescribed by the affordable housing agreement) prior to close of escrow; 2) the City must be entitled to review the prospective buyer/assignee's housing background and financial standing; and 3) the prospective buyer must provide a written statement that they have received a copy of the affordable housing agreement and are aware and understand the duties and obligations conferred under the agreement.

The Application must be completed, signed and dated, including all required fees. The applicant must consult with a Housing staff to arrange for a submittal. For questions or consultation, please contact the Department of Environmental Services, Housing Section at (805) 583-6779 or email to [email protected].

H 16/8-22(klk)
2929 Tapo Canyon Road
Simi Valley, CA 93063
Hours: Monday-Friday 8 a.m. to 5 p.m.

Department of Environmental Services: (805) 583-6779
Email: [email protected]
www.simivalley.org

ATTACHMENT A
42 THIS PAGE INTENTIONALLY LEFT BLANK
H 1618-22(klk)
43 CITY OF SIMI VALLEY
Department of Environmental Services
Affordable Housing Agreement
Amendment/Transfer Application

OWNER/ APPLICANT INFORMATION

1. Applicant: USA Simi Vintage Sycamore 650, Inc.

Address:3200 Douglas Blvd, Suite 200
City/State/Zip: Roseville, CA 95661
Phone: 916-871-9540
Email: [email protected]
P rt O Simi Vintage Sycamore 650, L.P. A California Limited Partnership 2. rope y wner: ________________ _ Address: 3200 Douglas Blvd, Suite 200
City/State/Zip: Roseville, CA 95661
Phone: 916-871-9540
Email: [email protected]

3. Agent/Primary Contact:_D_a_r_re_n_B_o_b_r_o_w_s_k_y _______ _ Address: 3200 Douglas Blvd, Suite 200
City/State/Zip: Roseville, CA 95661
Phone: 916-871-9540
Email: [email protected]
H 16/8-22(klk)
44 4. Organization Background Information:
i. Non-profit organizations - Attach a copy of 501 (c)(3), identify board members and job descriptions, and include a brief history of their experience in affordable housing development.
ii. For-profit organizations - Attach resumes for personnel involved with the project and include a brief history of the organization's experience in affordable housing development.

USA Properties Fund, Inc. has developed over 15,000 units of affordable housing and currently owns and manages over 13,000 units in 90+ properties including three properties in the City of Simi Valley.

PROJECT INFORMATION

5. Project Location: 1698 Sycamore Drive, Simi Valley, CA 93065 Assessor's Parcel Number(s): 642-0-280-175; 205; 215; 255

6. Project Description: 99-unit senior affordable property A. Project Type (check all that applies):
[l] Rental
IZl Multi-Family
[Z] Senior (age restricted)
D Mixed-Use
D Emergency Shelter
D For-sale/ Owner-occupied
D Single-Family
D Farm worker
D Single Resident Occupancy
D Other: _____ _
B. Number of Affordable Units to be Provided by Area Median Income (AMI) and Percentage of Total Units:

H 16/8-22(klk)
[Z] Very Low-Income (30% - 50% AMl):_4_9 __________ units [Z] Low-Income (50% - 80% AMI): 49 units
D Moderate-Income (80% - 120% AMI): units
(Single Family Ownership Projects Only)
D Other: ______________________ units
Affordable Term: [Z] 55 years D 45 years (for-sale units only) 0 Other: ______________ years
Remaining Affordable Term: _5_o _____________ years
45 7. Request: [Z] Amendment D Transfer
We are requesting to lower the minimum age from 62 to 55 year old.

Please see attached letter.

8. Please submit any additional details of the proposal not covered in this application in the form of a proposal letter.
0 Enclosed proposal letter

ACKNOWLEDGEMENT & CERTIFICATION
The Affordable Housing Subcommittee (AHS) is an advisory body to the City Council and makes no commitments or final decisions. Policies regarding affordable agreements may change after any meeting with the AHS. All negotiations with the AHS are tentative and projects are not deemed approved until final approval by a full vote of the City Council of the City of Simi Valley.

I/we hereby certify that the statements furnished above and in the attached exhibits present the data and information required for this Affordable Housing Agreement Amendment/Transfer Application to the best of my/our ability, and that the foregoing is true a ct, to the best of my/our knowledge and belief.

For Staff Use:

June 10, 2025
Date
June 10, 2025
Date
June 10, 2025
Date
Case Numbers: ___________________ _
Filing Date:. ____________________ _
H 16/8-22(klk)
46 Certificate for
Notary Acknowledgement
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of
personally a pp eared ___ D=...,,c,q....-4--',."-J--J'--....:..=�"-L....l=:....>J-t�------------- who proved to me on the basis of satisfactory evidence o be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Seal)
H 16/8-22(klk)
47 11#:'I� r,..,, ••

PROPERTIES FUND
Creating Outstanding Communities.

June 10, 2025
Daniel Franco
City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, CA 93063
Dear Mr. Franco:

We are requesting the City of Simi Valley ("City") to amend its regulatory agreement for Vintage at Sycamore Apartments from 62+ to 55+. Vintage at Sycamore, a 99-unit lOOYo affordable property, was developed with half of the units at 50% AMI ( area median income) and half at 70% AMI. Under the City's regulatory agreement, these affordable units at restricted to seniors at 62+ ( all other agreements are 55+ ). This project was one of the first projects developed using income averaging where households being served can exceed 60% AMI, but the project must average 60% AMI.

We have found over the past several years of operations that there is an extremely limited group of seniors age 62+ who earn sufficient income to afford the 70% AMI rent. Many seniors have limited income as they are no longer in the workforce. We have a waitlist of 126 people but are unable to find qualified tenants for five vacant units, all 70% and have been vacant since 2024 (April -August). It does not serve the community to have affordable housing remain vacant.

Expanding the City's age restriction to seniors 55+ increases the pool of potential seniors who can qualify as there are likely to be more seniors 55+ who are in the workforce earning income closer to the 70% AMI maximum income limit.

It is for these reasons that we are requesting to modify the age restriction from 62+ to 55+. 0 S
xecutive Vice President
USA Properties Fund, Inc.
3200 Douglas Blvd. Suite 200
Roseville, CA 95661 I ph (916) 773-6060 I fx (916)786-8150 I www.usapropfund.com 48 RECORDING REQUESTED BY:

SIMPLIFILE
WHEN RECORDED MAIL DOCUMENT TO:

CITI OF SIMI VALLEY
ATTN: CITY CLERK
2929 TAPO CANYON ROAD
SIMI VALLEY, CA 93063
20200427-00056428-0 1/36
Ventura County Clerk and Recorder
MARK A. LUNN
04/27/2020 10:06:22 AM
1609233 $.00 co
Electronically Recorded in Official Records,
County of Ventura
__________________ _.__ ____ space Above This Line for Recorder's Use Only ------ NCS-975715

CITY OF SIMI VALLEY AFFORDABLE HOUJSING AGREEMENT /RENTAL

VINTAGE AT SYCAMORE SENIOIR APARTMENTS
SIMI VINTAGE SYCAMORE 650, LP.

Title of Document
Pursuant to Senate Bill 2 - Building Homes and Jobs Act (GC Code Section 27388.1), effective January 1, 2018, a fee of seventy-five dollars ($75.00) shall be paid at the time of recording of every real estate instrument, paper, or notice required or permitted by law to be recorded, except those expressly exempted from payment of recording fee, per each single transaction per parcel of real property. The fee imposed by this section shall not exceed two hundred twenty-five dollars ($225.00).
( ) This document is a transfer that is subject to the imposition of documentary transfer tax (XXXXXXX ) Recorded [concurrently] in connection with a transfer of real property subject to the imposition of Documentary Transfer Tax per GC 27388.1 (a) (2).
( ) Recorded [concurrently] in connection with a transfer of real property that is residential dwelling to an owner occupier per GC 27388.1 (a) (2).
() Maximum fee of $225 has been reached per GC 27388.1 (a) (1). ( ) Not related to real property GC 27388.1 (a) (1).

THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE BUILDING HOMES AND JOBS ACT FEE (SB-2; AFFORDABLE HOUSING FEE) ($3.00 Additional recording fee applies)

ATTACHMENT B
49 REQUESTED BY AND WHEN
RECORDED MAIL TO:

CITY OF SIMI VALLEY
Attn: City Clerk
2929 Tapo Canyon Road
Simi Valley, CA 93063
[SPACE ABOVE FOR RECORDER'S USE ONLY]
This document is recorded for the benefit of the City of Simi Valley and therefore is exempt from the payment of a recording fee pursuant to Government Code Section
6103 and 27383.

APNs: 642-0-280-205; 642-0-280-215;
642-0-280-255

CITY OF SIMI VALLEY

AFFORDABLE HOUSING AGREEMENT/RENTAL

VINTAGE AT SYCAMORE SENIOR APARTMENTS
SIMI VINTAGE SYCAMORE 650, L.P.

The land referred to in this Affordable Housing Agreement/Rental is situated in the City of Simi Valley, County of Ventura, State of California at 1698 Sycamore Drive, a 2.98-acre property located approximately 625 feet south of Los Angeles Avenue and Sycamore Drive intersection, more particularly described in Exhibit "A", attached.

These Restrictions provide rights to the City of Simi Valley in regulating the rental of the subject 99-unit apartment project, for a period of fifty-five (55) years from the issuance of a Certificate of Occupancy as more fully set forth herein.
50 AFFORDABLE HOUSING AGREEMENT/RENT AL

VINTAGE AT SYCAMORE SENIOR APARTMENTS
SIMI VINTAGE SYCAMORE 650, LP.

THIS AFFORDABLE HOUSING AGREEMENT ("Agreement") dated
as of M,ulk. ;J.o , 2020 (the "Effective Date") is entered into among the City of Simi Valley, California, a municipal corporation, hereinafter referred to as "City" and Simi Vintage Sycamore 650, L.P., a California limited partnership, hereinafter referred to as "Owner," each a "Party," and collectively, "Parties".

WI T NE SETH :

RECITALS
A. The Project Site consists of approximately 2.98 acres located in the City of Simi Valley, County of Ventura, State of California, as described in Exhibit "A", hereinafter referred to as the "Project Site".

B. Owner has submitted applications to the City, a Planned Development Permit (PD-S-1053), a General Plan Amendment (GPA-99), a Zone Change (Z-S-736), and a Specific Plan Amendment (SP-S-28 AMD#1), hereinafter referred to as the "Project Entitlements", requesting approval to develop a 99-unit senior housing apartment project containing 98 senior housing units and one manager's unit, and further which affordable units shall consist of up to 38 Low-Income Units and 10 Very-Low Income Units, on the Project Site, hereinafter referred to as the "Project".

C. The City has agreed to provide the Owner a $3,500,000 loan from the Local Housing Fund's Affordable/Senior Housing Incentives Account as described herein as the City Loan Documents, to provide financial assistance toward the development of the proposed Project.

D. The City has agreed to provide the Owner two (2) non-monetary concessions toward the development of the proposed Project.

NOW THEREFORE, in consideration of the mutual promises, obligations, and covenants herein contained, the City and Owner agree as follows:

PD-S-1053CC6-18-18(klk)
51 SECTION 1 - DEFINITIONS

1.01 "AHU" or "Affordable Housing Unit" means each of the 48 units within the Project, which shall be reserved for rental to Qualified Tenants in accordance with the terms of this Agreement.

1.02 "Area Median Income" (AMI) means the annual median income, adjusted according to assumed household size (using applicable CTCAC standards and procedures), for the County of Ventura, as most recently published and updated by the United States Department of Housing and Urban Development ("HUD"), and as set forth in Title 25, California Code of Regulations Section 6952, issued by the California Department of Housing and Community Development ("HCD"), or any other comparable source deemed appropriate by the City if no longer issued by HCD.

1.03 "Certificate of Occupancy" shall mean any Certificate of Occupancy or equivalent issued by the Building Official of the City of Simi Valley, which indicates that occupancy of the Project has been authorized.

1.04 "CTCAC" shall mean the California Tax Credit Allocation Committee, or any successor agency thereto

1.05 "Director" shall mean the Environmental Services Director of the City of Simi Valley.

1.06 "HCD" means the California Department of Housing and Community Development.

1.07 "HUD" means the U.S. Department of Housing and Urban Development or any successor agency.

1.08 "Income Limit Schedule" means the Schedule of Income Limits for the County of Ventura most recently published and updated by the United States Department of Housing and Urban Development ("HUD"), and as set forth in Title 25, California Code of Regulations Section 6952, issued by the California Department of Housing and Community Development, including the Low- and Very Low-Income Limits for Ventura County, adjusted by assumed household size (using applicable CTCAC standards and procedures).

1.09 "Initial Rent" means the amount charged to a Qualified Tenant for first occupancy of an AHU immediately after the Certificate of Occupancy or equivalent is issued for the Project.

1.1 O "Initial Rent Date" means the first occupancy date of an AHU by a Qualified Tenant immediately following the issuance of a Certificate of Occupancy or equivalent for the Project.

PD-S-1053CC6-18-18(klk)
52 1.11 "Initial Tenant Costs" shall mean all deposits and fees, exclusive of the first month's rent, charged to a Qualified Tenant prior to occupying an AHU.

1.12 "Manager" shall mean that person (or persons) who resides within the Project and has been hired by Owner to provide on-site management duties.

1.13 "Owner shall mean all applicants, developers, permittees, and all owners of the subject Project and all successors and assigns thereto.

1.14 "Project" shall mean the 99 apartment project, containing 48 affordable units restricted pursuant to the terms of this Agreement, to be developed on the 2.98- acre site described in Exhibit "A", including approvals, conditions of approval, construction and all related improvements located on the Project Site.

1.15 "Project Site" shall mean that 2.98-acre site located at 1698 Sycamore Drive.

1.16 "Qualified Tenant" means a renter household who meets the income criteria herein for eligibility for a Low- or Very Low-Income Unit.

1.17 "Restricted Rental Period" shall have the meaning set forth in Paragraph 3.02 of this Agreement.

1.18 "Restricted Rental Rate" means a rental payment regulated by the terms of this Agreement.

1.19 "Section 8 Program" or "HUD Section 8 Program" or "HUD Section 8 Certificate or Voucher Program" means any current HUD Section 8 rental subsidy program, and as it may be supplemented or amended.

1.20 "Senior" refers to a person 62 years of age or older.

1.21 "Senior Household" means a household in which (a) all residents are at least 62 years old or older, or (b) at least one member is 62 years old or older and is the responsible tenant under the rental agreement or lease for the Unit and all other members are permitted residents under federal law, including but not limited to the Fair Housing Act (42 U.S.C. § 3601 et seq.).

1.22 "Tenant(s)" means Senior Household(s).

1.23 "Low-Income Unit" means each of the units rented at the Low-Income Initial Rent or Adjusted Rent calculated per Paragraph 5.01 or Paragraph 5.03, as applicable, and occupied by a Qualified Tenant

1.24 "Very Low-Income Unit" means each of the units rented at the Very Low-Income Initial Rent or Adjusted Rent calculated per Paragraph 5.01 or Paragraph 5.03, as applicable, and occupied by a Qualified Tenant.

PD-S-1053CC6-18-18(klk)
53 SECTION 2 - DESIGNATION OF AFFORDABLE HOUSING UNITS;

REGULATORY INCENTIVES

2.01 Designation of a 99-Unit Apartment Project Containing 48 Affordable Housing Units and one manager's unit. City and Owner agree on the provisions of this Agreement which require that 48 units in the 99-unit Project be designated to be occupied exclusively by Qualified Tenants at the restricted rents identified in Paragraphs 5.01 and 5.03 (the "AHUs"). The AHU distribution shall be as shown in Exhibit "B" hereto. The Owner shall have the right to restrict the remaining units in the Project in accordance with CTCAC standards without the consent of the City, provided that such restrictions comply with all applicable laws.

2.02 Density Bonus/Incentives. No density bonus will be issued to this Project.

2.03 City Loan/Subsidy. Provided that all Project Entitlements are approved by the City, the City agrees to provide Developer with a $3,500,000 loan (the "City Loan") issued for fifty-five (55) years at a three percent (3%) (simple) annual interest rate from its Local Housing Fund Affordable/Senior Housing Incentives Account, in accordance with the conditions of a Loan Agreement and security instruments to be entered into between the City and the Owner. The City Loan is given based on evidence submitted by the Owner in the form of a pro forma analysis, cash flow projection, and financing commitments, that, as determined by the City, the $3,500,000 loan is necessary to ensure the fiscal viability of the Project in accordance with the AHU rents agreed to herein. City agrees to disburse the loan funds pursuant to the terms of the Loan Agreement and after the Owner executes and records this Agreement, a Loan Agreement, a Deed of Trust securing a Promissory Note in favor of the City, and any other written instruments reasonably requested by City, hereinafter referred to as the "City Loan Documents". The City Loan Documents shall be in a form reasonably acceptable to both Parties. In the event of a violation of this Agreement, the City shall be entitled to repayment from the Developer or his or her successor in interest, the total amount of the City Loan and accrued interest in accordance with the terms and conditions of the City Loan Documents. In the event of any conflict between the City Loan Documents and this Agreement, the City Loan Documents will control. No payments shall be due on the City Loan until the end of the initial 15 year tax credit compliance period (the "Compliance Period").

Subsequent to the end of the Compliance Period, the Owner shall make monthly payments of principal and interest in an amount to cause the City Loan to be fully repaid at the end of the City Loan term. The City Loan shall be subordinated to the initial construction and permanent period financing obtained by the owner in connection with the acquisition, construction and financing of the Project (the "Conventional Loan"). The Borrower shall be allowed to refinance the PD-S-1053CC6-18-18(klk)
54 Conventional Loan (a "Refinancing Loan") at any time after the end of the Compliance Period, and the City shall subordinate the City Loan to any such Refinancing Loan, so long as (i) at the time of the refinancing, the Project remains an affordable housing development; (ii) the Project is in full compliance with the terms of this Agreement; and (iii) the combined debt service coverage ratio for the Refinancing Loan and the City Loan is equal to, or great than,

1.15:1.00.

SECTION 3 - TERM

3.01 Term of Agreement. The term of this Agreement will be for a period of fifty-five (55) years from the issuance of a Certificate of Occupancy for the Project. In addition to any other available remedies, if Owner breaches this Agreement, this Agreement may be extended beyond the stated term on each AHU which gives rise to the breach. The extension will be equal to the period of time that each unit was rented in violation of this Agreement. The City may unilaterally execute and record in the office of the County Recorder an amendment so extending the term of this Agreement. Notwithstanding the above, this unilateral extension shall not apply unless and until the breach exceeds an aggregate total of thirty (30) days in any calendar year after City provides written notice of non compliance to Owner in accordance with Section 9.06 hereof.

3.02 Restricted Rental Period. City and Owner agree that the Restricted Rental Period shall commence on the Initial Rent Date for the first unit rented under this Agreement and, except as provided in Section 3.01, shall terminate fifty-five (55) years after the issuance of a Certificate of Occupancy for the Project.

SECTION 4 - COMMENCEMENT OF CONSTRUCTION

4.01 Commencement of Construction. Owner shall commence construction of the Project (obtain all required building permits) within 36 months after the execution of this Agreement by all Parties hereto ("Commencement of Construction"). If Owner fails to commence construction or inaugurate the Project as described herein, and thereafter obtain a Certificate of Occupancy and rent all AHUs to Qualified Tenants within 3 years after Commencement of Construction of the Project Site, the City reserves the right to declare this Agreement null and void upon sixty (60) days prior written notice.

SECTION 5 - RENTS

5.01 Initial Rents. The Initial gross Rents, for each AHU in the Project (the "Initial Rents"), shall be those published by HCD for the corresponding income category (Low-Income or Very Low-Income) at the time a Certificate of Occupancy is issued for a particular unit or group of units. To establish the Initial Rents, Owner will submit a request for the Initial Rent amount for the corresponding income category and the City will provide the approved Initial Rent (less the applicable utility allowance published by the Area Housing Authority of the County of Ventura) based on HCD's published rent schedules. After applying the Initial PD-S-1053CC6-18-18(klk)
55 Rent, Owner may only increase the Initial Rent by a maximum of three (3) percent (or such greater amount allowed by the Section 8 Voucher/Certificate Program for any tenant who is the recipient of any such subsidy) within 90 days of HCD publishing updated Area Median Income limits, provided that such increase does not exceed the Low-Income and Very-Low Income rent limits established by the Area Median Income for Ventura County published by HCD, and such increase may only happen on the Adjustment Date, and further provided that at the time of such increase, each particular tenant has occupied the unit for at least six (6) months. The appropriate utility allowance must also be applied at all times.

5.02 Security Deposits. Total deposits including security deposits and any other initial costs required of the Qualified Tenant occupying an AHU, other than the first month's rent, shall not exceed one month's gross rent (without deduction of utility allowance) as determined under Paragraphs 5.01 or 5.03. If the security deposit exceeds $500 (increasing by 3% per annum), the tenant will be allowed to pay the deposit in equal monthly installments during the initial three months of occupancy of the AHU as an addition to the rent payment. The security deposit shall not be increased as long as the tenant resides in the same unit.

5.03 Rent Adjustments.
(a) "Adjustment Date" means within 90 days of HCD issuing updated Area Median Income limits (but in any event not more frequently than annually), as long as this Agreement remains in effect. The lease or rental agreement for each AHU shall include a provision in typeface no smaller than 14 points, which must be initialed by each tenant, of the anticipated Adjustment Date, as stated herein.
(b) On each Adjustment Date (or such date thereafter as may be required to provide tenant of the AHU with thirty (30) days' notice of any proposed rent increase and/or such other date as required by the Section 8 Voucher/Certificate Program or the City's Senior Rent Subsidy Program (if any) for any tenant who is the recipient of any such subsidy), the Owner may increase rent for each AHU provided, however that the annual rent increase for each of the AHUs shall be limited to no more than the lesser of, but subject to Subparagraphs 5.03(c) and 5.03(d) below:
(i) 3.0 percent
(ii) The percentage increase in the Median Income Limit for Ventura County.
(c) Notwithstanding Subparagraph 5.03(b), in no event shall the tenant portion of the rent for any Very Low-Income Unit exceed 30 percent of 50 PD-S-1053CC6-18-18(klk)
56 percent of 1 /12 of the Area Median Income amount, adjusted for assumed household size (using applicable CTCAC standards and procedures); and in no event shall the tenant portion of rent for any Low-Income Unit exceed 30 percent of 60 percent of 1 /12 of the Area Median Income amount, adjusted for assumed household size (using applicable CTCAC standards and procedures).
(d) If at any time an AHU is occupied by a tenant subsidized under the Section 8 Voucher/Certificate Program, the total rent for said unit shall not exceed the greater of (i) Ventura County Fair Market Rents (FMRs) published by the U.S. Department of Housing and Urban Development (HUD) as adjusted by applicable utility allowance, (ii) the Area Housing Authority of the County of Ventura's Contract Payment Standard (established by the Housing Assistance Contract with HUD) or (iii) as otherwise specifically provided in this Agreement.

SECTION 6- METHOD OF RENTAL

6.01 Classification. Any unit occupied by a Qualified Tenant as determined per Paragraph 7.01 shall be considered to have satisfied the occupancy requirements set forth above, and shall continue to satisfy such requirements if the tenant is recertified as a Qualified Tenant in accordance with Paragraph 7.02.

SECTION 7 - DETERMINATION OF TENANT ELIGIBILITY

7.01 Qualification. Owner shall be responsible for determining, in accordance with the provisions of Title 25, California Code of Regulations, Section 6910, et seq., or as it may be amended, the income eligibility of a potential AHU renter household.

On the date an AHU is leased, the gross annual income of a Qualified Tenant occupying said unit shall not exceed the Very Low-Income Limit or Low-Income Limit for Ventura County, as may be applicable to the particular unit, as adjusted for the tenant's assumed household size utilizing applicable CTCAC standards.

Owner shall determine income qualifications of a willing tenant household by obtaining and reviewing required income records from each member of such tenant household. Such records should include, but not limited to, the most recent federal income tax return of each member of said tenant household, bank records, Social Security Administration statements, pay stubs or other documentation which verifies the person's annual income. Additionally, Owner shall obtain written certification of the anticipated income of all members of the tenant household for the 12-month period following the date of determination of income using the form set forth on Exhibit "D" or the corresponding form approved by CTCAC (provided Owner provides City with a copy of any such PD-S-1053CC6-18-18(klk)
57 CTCAC form prior to use and City reasonably approves such use in place of the form in Exhibit D). Each AHU rented to a Qualified Tenant must be occupied by that household.

OTHER THAN FOR UNITS RECEIVING PROJECT-BASED SECTION 8

ASSISTANCE (FOR WHICH OWNER SHALL PROVIDE ANY PORTION OF

THE RENTAL INCOME DOCUMENTATION WHICH IS NOT PROHIBITED TO

BE PROVIDED TO THE CITY BY LAW) , OWNER SHALL PROVIDE TO THE

CITY FOR INFORMATIONAL PURPOSES A COPY OF THE RENTAL

AGREEMENT AND THE RENTER'S INCOME CERTIFICATION TOGETHER WITH THE SUPPORTING DOCUMENTATION ("RENTAL INCOME
DOCUMENTATION") PRIOR TO THE INITIAL RENT DATE OF ALL AHUs.

Subsequent to said Initial Rent Date of all AHUs, Owner shall make available such documentation to the City for review upon request.

7.02 Tenant Recertification. Tenant Recertification shall mean the Owner's annual verification of a Qualified Tenant's income conducted in accordance with Paragraph 7.01. At least 60 days prior to the anniversary of the Initial Rent Date for each AHU, Owner shall provide written notice to AHU occupants to complete an Affordable Housing Program Tenant Recertification, using the form set forth on Exhibit "E" or the corresponding form approved by CTCAC (provided Owner provides City with a copy of any such CTCAC form prior to use and City reasonably approves such use in place of the City form), and to provide supporting income verification documentation to the Owner prior to the Adjustment Date. In the event that the tenant fails to provide proof of income to Owner on or before the anniversary of the Initial Rent Date, such tenant shall be deemed to have committed a material breach of the Lease Agreement and the Lease Agreement shall provide that such breach shall be cause for termination of tenancy. Owner shall not renew the tenant's lease without such proof of income.

Subject to the limitations of State and Federal law, including, without limitation, the rules and regulations of CTCAC, no tenant residing in an AHU shall be denied continued occupancy, solely because their household income has increased such that it exceeds the Very Low-Income Limits or Low-Income Limits for Ventura County, as applicable to the particular AHU, adjusted for household size pursuant to Section 1.07. Notwithstanding the above, to the extent permitted by the rules and regulations of CTCAC, a Tenant whose household income exceeds one hundred ten percent (110%) AMI, adjusted for household size, shall be required to vacate the AHU upon expiration of the then-current lease term, subject to a one year lease extension. Tenant shall receive no more than a one year extension of his/her lease after the expiration of then-current term. Tenant may thereafter enter into a new lease for the AHU only if s/he meets the income criteria for eligibility for a Very Low-Income Unit or Low-Income Unit, as applicable to the particular AHU. Owner shall keep copies of all AHU Tenant Recertification forms on file and make them available to City upon request.

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58 SECTION 8 - OUTREACH PROGRAM

8.01 Outreach and Affordable/Affirmative Marketing Program. Other than for units receiving project based Section 8 assistance, Owner shall submit for approval a detailed Outreach and Affordable/Affirmative Marketing Program (the "marketing program"), which shall include, but is not limited to, advertising, publicity, and promotion, to the Director, not less than one-hundred twenty (120) days prior to the projected completion of the Project. Owner may not commence marketing efforts of the AHUs as part of its overall Marketing Program for the Project, prior to approval of the Outreach and Affordable/Affirmative Marketing Program by the City, which approval shall not be unreasonably withheld or delayed. None of this Section 8.01 through 8.05 shall apply to units receiving project based Section 8 assistance.

The purpose of the Outreach and Affordable/Affirmative Marketing Program shall be to solicit and obtain Qualified Tenants for occupancy of all AHUs, to establish a waiting list for units that may become available and to affirmatively further fair housing goals by designing a program that attracts prospective Qualifying Tenants of all majority and minority groups in the housing market area regardless of race, creed, color, religion, sex, national origin, marital status, status with regard to receipt of public assistance, or disability. The Affirmative Marketing Program should assure that any persons normally not likely to apply for the AHUs without special outreach efforts, know about the availability of the AHUs, feel welcome to apply and have the opportunity to rent an AHU. Owner shall not commence any marketing of the AHUs unless approved by the Director under the Outreach and Affordable/Affirmative Marketing Program, which approval shall not be unreasonably withheld or delayed. The marketing program shall begin prior to the occupancy of any apartment units within the Project and shall include the following:
(a) A print media schedule as shown on attached Exhibit "C" to be published in a newspaper of City-wide or regional circulation;
(b) Noticing and listing the Project throughout the life of this Agreement with the Area Housing Authority of Ventura County, the Senior Citizens' Center, City Hall and the City's Development Services Building, and, if required, the Simi Valley-Moorpark Association of Realtors, Simi Valley religious and nonprofit entities, the County Library and such other similar agencies as the Director may designate;
(c) Notifying all persons on the Owner's and City's waiting list for affordable rental housing;
(d) Establishment of a telephone number for the Project with message capabilities to receive inquiries on vacant units, including the affordable units throughout the life of this Agreement;
(e) A display of the fair housing logo in the rental office and in advertising; PD-S-1053CC6-18-18(klk)
59 (f) Budget to adequately fund the reasonably necessary expenses of the foregoing.

The Parties hereto agree that, with the exception of Subparagraphs 8.01 (c) and (d) above, the other items listed above shall be implemented only when vacant units are or will soon be available for rental and when there is no one on the Owner's waiting list for the AH Us.

8.02 Waiting List.
(a) From the commencement of the Outreach and Marketing Program and through the Restricted Rental Period, Owner shall establish and maintain a waiting list regarding the applicants for the AHUs and select the prospective Qualifying Tenants on a first-come, first served basis. The waiting list shall include the information requested in Exhibit "F". In no event may the waiting list be closed during the Restricted Rental Period by Owner without the prior written consent of the City, which consent shall not be unreasonably withheld.
(b) Owner will not be obliged to rent an AHU to a potential renter on a waiting list unless such potential renter agrees to and does enter into a Lease Agreement no later than (a) thirty (30) days after Owner notifies such potential renter that the AHU will be available for occupancy, or (b) thirty (30) days after such AHU is vacated by the prior tenant, whichever is later.

8.03 Initial Marketing Within the City. As part of the Outreach and Affordable/Affirmative Marketing Program and at the commencement of all components of such Program, the Owner shall market the AHUs exclusively within the City of Simi Valley for a period of no less than 90 calendar days to the fullest extent allowed by applicable law and regulation.

8.04 Awareness of the AHU Availability. Owner shall design the Outreach and Affordable/Affirmative Marketing Program to include provisions that create and build audience awareness of the availability of Affordable Housing Units and equal housing opportunity.

8.05 Failure to Implement an Outreach Program. If Owner fails to submit for approval and implement an Outreach and Affordable/Affirmative Marketing Program, City shall have the right to implement (upon 60 days prior written notice to Owner) a marketing program, at Owner expense, for the purpose of soliciting Qualified Tenants for Owner's AHUs.

SECTION 9 - NOTICES AND DISCLOSURES

9.01 Notices. During the Restricted Rental Period, Owner shall provide the following notices to tenants at the inception of each AHU tenancy:

PD-S-1053CC6-18-18(klk)
60 (a)
(b)
Housing Information. Owner shall provide tenants and prospective tenants with information on fair housing regulations and the State and Federal agencies responsible for enforcing them.

Adjustment Date. Owner shall inform each tenant, in writing at the time of occupancy of an AHU, the next Adjustment Date for that unit.

Owner shall be responsible for obtaining proof that these items were received by the tenants and shall keep such proof in the tenant files for inspection by City, if requested. This may be accomplished by having the tenants initial the lease that they have received the above information.

9.02 Expiration. Owner shall give three notices to tenants, prospective tenants and City regarding the expiration of the Restricted Rental Period as follows: a first notice to be provided not less than thirty-six (36) months prior to expiration of the Restricted Rental Period, a second notice to be provided not less than twelve (12) months prior to expiration of the Restricted Rental Period, and a third notice to be provided not less than six (6) months prior to the expiration of the Restricted Rental Period. Each of the previous three notices shall not be provided earlier than six (6) months prior to each respective notice requirement date. Notices shall also be posted in a publicly visible area of the manager's unit or office. Said written notices shall state the date of expiration of the Restricted Rental Period and advising that upon expiration of the Restricted Rental Period:
(i) the monthly rent charged for an AHU shall no longer be subject to the restrictions contained herein; and, (ii) the tenancies of tenants occupying an AHU may be terminated on thirty (30) days written notice unless such tenants accept any rental changes lawfully proposed by Owner. Any tenant moving into an AHU in the Project after any notice required under this Paragraph has been given, shall be furnished a copy of such notice(s) upon execution of a rental agreement or upon occupancy of an AHU in the Project, whichever comes first.

9.03 Right of First Refusal: Preservation Notices. During the term of this Agreement, there shall be no conversion to ownership interest of any AHU unit in the Project.

One hundred and eighty (180) days before the expiration of the Restricted Rental Period of the last AHU hereunder, in addition to the rights set forth in California Government Code Section 66427.1, Owner shall provide each tenant with a ninety (90) day right of first refusal to purchase the unit occupied by such tenant should the Owner convert any AHU to an ownership interest. Owner must provide all preservation notices required by Government Code 65863.11 or other applicable law.

9.04 Subleasing Restricted. As part of every rental agreement, Owner shall provide a clause which, by its terms, shall prohibit to the fullest extent allowed by law, the subject AHU tenant from assigning, subleasing or transferring any interest in the unit to another without obtaining the City's prior written approval. No such approval will be granted for any sublease which provides for rent or tenant income in excess of that authorized herein. This provision shall not prohibit Owner and the AH U tenant from entering into a new rental agreement to add 61 additional household members, provided that the new tenant household is determined to be eligible in accordance with Section 7 .01.

9.05 City Notification. Owner shall make available to City copies of all notices and housing information delivered under Paragraphs 9.01 through 9.04 within three (3) business days of demand by City. All notices required by Paragraphs 9.01 through 9.04 must be set forth in bold-faced or capitalized letter, in a type face of at least 12 points, and shall be separately initialed by the tenants.

9.06 Notice of Non-Compliance. Upon City determination of a breach by Owner of the terms of this Agreement, City shall, at City's option within ten (10) working days after becoming aware of such breach, provide written notice of the same to Owner in accordance with Paragraph 16.11 herein, describing the nature of said breach.

SECTION 10 - CONDITION AND MAINTENANCE OF UNITS/PROJECT

10.01 Project Architecture. All units in the Project shall have the same architectural, exterior, and interior treatments, with the exception of the units to be occupied by the Managers.

10.02 Project Maintenance. Owner shall ensure that sufficient revenues are reserved and expended for maintenance of the Project as required by all applicable laws, and so as to maintain all areas of the Project in a well-kept condition, order and repair, safe, attractive and continuously functional in accordance with all state and local codes and regulations. Owner further agrees that such maintenance shall be performed in a workmanlike manner on a regular basis and/or as needed and at times which will minimize inconvenience to tenants.

SECTION 11 - REPORTING AND AUDIT REQUIREMENTS

11.01 Status Reports. Beginning on the first anniversary of the Initial Rent Date for the first AHU rented in the Project, and continuing on each such annual anniversary thereafter during the Restricted Rental Period, Owner shall submit the following written reports to the Director of Environmental Services:
(a) A copy of the waiting list (Exhibit "F"),
(b) A Unit Summary Report of all Affordable Housing Units (Exhibit "G").

11.02 Audit. Owner shall permit the City, with reasonable notice and during normal business hours, to inspect the Project Site to verify Owner's compliance with this Agreement. Owner shall make available to the City, during normal business hours, such records as the City may reasonably request to verify such compliance. Should Owner fail to submit timely reports as required by Paragraph

11.01 above, City may cause an audit to be conducted at the sole expense of Owner, in addition to any other available legal remedies. Owner shall cooperate PD-S-1053CC6-18-18(klk)
62 with any such audit and further agrees to make available to the City all documents relative to rental of the AHUs to verify compliance with the terms of this Agreement.

SECTION 12 - ENFORCEMENT PROVISION

12.01 Enforcement. The City has the authority to enforce all the provisions of this Agreement, including the covenants and conditions contained herein. If the Owner defaults in the performance or observation of any covenant, agreement or obligation of the Owner set forth in this Agreement, and if such default remains uncured for a period of sixty (60) days after written notice thereof shall have been given by the City to the Owner, then the City may declare an "Event of Default" to have occurred hereunder. In case of an Event of Default, City may take any enforcement action permitted by law, including but not limited to, a civil action for specific performance of the restrictions and terms of this Agreement, damages for breach of contract, restitution and injunctive relief, and enjoining any acts or things which may be unlawful or in violation of the rights of the City hereunder.

The remedies provided herein are cumulative and not exclusive and shall not preclude City from seeking any other remedy to which it otherwise would be entitled under law or equity. Unless otherwise specifically permitted in this Agreement, no right or remedy exercised hereunder shall serve to defeat, alter or invalidate any security instrument recorded against the Property.

SECTION 13 - SUCCESSORS AND ASSIGNS

13.01 No Transfer Without Authorization. The Parties hereto each agree that the obligations and duties contained herein shall be binding upon the City and Owner, and their respective successors and assigns. Other than as provided in Paragraph 16.05 below, Owner and its successors shall not assign its rights or delegate its duties or obligations, or sell, transfer, convey, encumber, assign or lease the whole or any part of the Property or the Project ("Assignment") (other than for individual tenant use as contemplated hereunder), without the written consent of the City, as required per Paragraph 13.02, which consent shall not unreasonably be withheld. For the purposes of this Agreement, "Assignment" shall include a transfer or sale by any party of more than 50% of the shares or other ownership interests in Owner or a transfer of control of Owner. In the absence of specific written consent by the City, no such Assignment, or the approval thereof by the City, shall be deemed to relieve the Owner or any other party from any obligations under this Agreement. Owner shall request said consent at least 30 days prior to any Assignment. The assignee shall agree in writing to assume on behalf of himself and his successors and assigns, all the duties and obligations of the Owner its successors and assigns. Said consent shall be subject to verification of seller's compliance under this Agreement by presentation of an up-to-date status report, as per Paragraph 11.01 hereof.

Owner further agrees that Owner and its successors shall remain liable for any breach of this Agreement made by any assignee, provided, however, the Parties hereto each agree that the sale of all of Owner's ownership interest shall limit Owner's liability under this Agreement to breaches or violations occurring during the period of Owner's ownership. Owner and their successors shall notify the PD-S-1053CC6-18-18(klk)
63 Environmental Services Director in writing by Certified Mail, Return Receipt Requested, at least forty-five (45) days prior to concluding any Assignment of the Project. Owner further agrees that said notice shall include written evidence from the prospective buyer or transferee that he/she has been fully informed concerning the Agreement and the Declaration and the benefits/burdens thereof.

13.02 Verification of Buyer's Managerial Qualifications. Owner shall request approval by written notice at least forty-five (45) days prior to any proposed Assignment.

There shall be submitted to the City for review evidence of the qualifications and financial strength of any proposed buyer, transferee, conveyee, assignee or lessee along with all instrument and other legal documents proposed to effect any such sale, transfer, conveyance, assignment or lease, and, if approved by the City, such approval shall be indicated to Owner in writing. It shall not be unreasonable for the City to withhold its consent if the proposed buyer, transferee, conveyee, assignee or lessee shall lack the managerial qualifications and financial responsibility necessary and adequate, as may be reasonably determined by the City, to fulfill the obligations of Owner contained in this Agreement. Any proposed buyer, transferee, conveyee, assignee or lessee, by instrument in writing satisfactory to the City and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the City, shall expressly assume the conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Paragraph shall be null, void and without effect, shall cause a reversion of title to the Owner and shall be ineffective to relieve the Owner of its obligations under this Agreement.

SECTION 14 - RECORDATION OF AGREEMENT

14.01 Recording Agreement. This Agreement shall be recorded within ten (10) days of the execution of this Agreement by all Parties. Owner shall also record, separate from this Agreement, the Declaration of Conditions and Restrictions on the Transfer of Title or Interest in Real Property document in the form of Exhibit "H", stating that the conditions and obligations to which the subject Project is bound shall run with the land.

SECTION 15 - INDEMNITY AND HOLD HARMLESS

15.01 Indemnity and Hold Harmless.
(a) Owner shall defend and provide legal defense with attorney(s) acceptable to the City, indemnify, and hold harmless the City, their agents, officials, officers, representatives and employees, from and against all claims, lawsuits, liabilities or damages of whatever nature arising out of or in connection with, or relating in any manner to any act or omission of PD-S-1053CC6-18-18(klk)
64 Owner, its agents, employees, and subcontractors, and employees thereof, pursuant to the performance or non-performance of this Agreement other than solely arising from the negligence or willful misconduct of City. Owner shall thoroughly investigate any and all claims and indemnify the City and do whatever is commercially necessary to protect the City, its agents, officials, officers, representatives and employees as to any such claims, lawsuits, liabilities, expenses, or damages arising out of this Agreement.
(b) Owner shall not bring any claims, cross-claims, actions or cross complaints against the City, its agents, employees or representatives, arising out of any disputes between Owner and third parties as to the City approvals or the issuance of building permits for this Project.

SECTION 16 - GENERAL PROVISIONS

16.01 Time is of the Essence. The Parties hereto agree that time is of the essence in the performance of this Agreement. No waiver by any of the Parties to this Agreement or the non-performance or any breach of any term, provision or condition of this Agreement or any default hereunder shall be considered to be or operate as a waiver of any subsequent non-performance, breach or default.

16.02 Modifications. The Parties hereto each agree that no addition to or modification or waiver of any term or provision of this Agreement shall be effective unless set forth in writing, in the same manner and form as originally adopted and signed by both the City and Owner except that the City reserves the right to make minor amendments to this Agreement, which may become necessary due to changes in governmental regulations or other requirements affecting the parties involved in the arrangement of project financing so long as such amendments do not materially or substantially modify the terms contained in this Agreement and do not add to the costs to be incurred by the City. The Parties hereto further agree that oral agreements or understandings shall be of no force or effect whatsoever.

16.03 Not for Benefit of Third Parties. This Agreement does not create any enforceable right, cause of action, or claim in any third party. The Owner, the City or their successors in interest shall be the sole parties who shall have standing to enforce the terms or obligations or to bring suit for damages arising out of a breach of this Agreement.

16.04 Not a Partnership or Joint Venture. This Agreement does not create a partnership or joint venture.

16.05 Subordination. Subject to Section 2.03 hereof as to the Loan Documents (but excluding this Agreement, which shall not be subordinated), Owner acknowledges that the City shall not subordinate this Agreement or any of its terms or the separately recorded declaration of conditions and restrictions to any lien, encumbrance or mortgage for the Project.

PD-S-1053CC6-18-18(klk)
65 16.06 Non-Discrimination. All of the Units shall be available for occupancy on a continuous basis to members of the general public. Owner shall not give preference to any particular class or group of persons in renting the Units, except to the extent that units are required to be leased to a Very Low- or a Low-Income Household, and to the extent that units are restricted to Seniors pursuant to this Agreement.

Owner covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use occupancy, tenure or enjoyment of the Project nor shall Owner itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Project. The foregoing covenants shall run with the land.

All leases or contracts made relative to the Project, the improvements thereon or any part thereof, shall contain or be subject to substantially the following nondiscrimination clause:
"There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, gender, gender identity, gender
expression, sexual orientation, source of income, marital status, familial status, disability, medical condition, genetic information, national origin or ancestry in the sale, lease, sublease, transfer, use occupancy, tenure, improvement or enjoyment of the Project nor shall lessee, contracting party or signatory, nor any person performing, acting under or operating through them, establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees or vendees in the Project, or any other aspect of the Project."

16.07 Violation of Conditions of Approval. Any violation of the conditions of any of the Project Entitlements will also constitute a violation of this Agreement and shall be enforceable as a breach hereof, as well as any other remedies.

16.08 Reserved.

16.09 Severability. The Parties hereto each agree that should any portion of this Agreement be held invalid or unenforceable for any reason, such determination shall not affect the validity of the remaining portions of this Agreement.

16.10 Covenants to Run with the Land. Owner hereby subjects the Project (including the Project Site) to the covenants, reservations and restrictions set forth in this PD-S-1053CC6-18-18(klk)
66 Agreement. The City and Owner hereby declare their express intent that the covenants, reservations and restrictions set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon Owner's successors in title to the Project; provided, however, that on the termination of this Agreement said covenants, reservations and restrictions shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions regardless of whether such covenants, reservations and restrictions are set forth in such contract deed or other instrument. Owner, by and for itself and each successor to any interest in the Project, hereby specifically acknowledges and agrees to be bound by the covenants contained herein.

16.11 Notices. The Parties hereto each agree that all notices or other communications required or permitted hereunder shall be in writing, shall be either personally delivered or sent by United States certified mail or registered mail, return receipt requested, and shall be deemed received seventy-two (72) hours after deposited in the mail in the Counties of Ventura, Orange or Los Angeles, postage pre-paid, addressed to the persons to receive such notice, at the following address:

To City:

To Owner:

With a Copy To:

City of Simi Valley
Attn: Environmental Services Director
2929 T apo Canyon Road
Simi Valley, CA 93063
Simi Vintage Sycamore 650, LP.
c/o USA Properties Fund, Inc.

Attn: President and Chief Executive Officer
3200 Douglas Blvd. Suite 200
Roseville, CA 95661
Area Housing Authority of the County of Ventura
Attn: Executive Director
1400 W. Hillcrest Drive
Newbury Park, CA 91320-2721
Or to the owner of record or successor in title to the subject Project.

Notice of change of address is required and shall be given by written notice in the manner detailed in this Paragraph. Notices to a Qualified Tenant of an AHU shall be deemed adequately given if transmitted in like fashion to the street address and apartment number of such a Qualified Tenant.

16.12 Attorney's Fees. The Parties hereto each agree that if any Party hereto institutes any legal proceedings to enforce any provision of this Agreement or for damages by reason of any alleged breach of this Agreement, the prevailing Party shall be entitled to recover from the other Party all costs of suit, including such amount as the court may award as reasonable attorney's fees for services rendered to the PD-S-1053CC6-18-18(klk)
67 prevailing Party in such proceeding. The Parties hereto further agree that partial granting of the prayed-for relief shall be sufficient to constitute "prevailing" in any such action.

16.13 Headings. The Parties hereto each agree that the paragraph headings herein are used only for the purpose of convenience and shall not be deemed to modify, explain or limit the subject of the paragraphs of this Agreement to be considered in their construction.

16.14 Incorporation of Recitals and Exhibits. Recitals [A through D] are incorporated herein by this reference and Exhibits ["A" through "H'] are attached and incorporated herein by this reference.

16.15 Compliance with Applicable Laws. Owner shall obey all Federal, State, local and special district laws, ordinances and regulations.

16.16 Entire Agreement. This Agreement, together with its attachments and writings expressly incorporated herein, constitutes the full and total understanding between the Parties hereto, construed according to the laws of the State of California, and supersedes all prior agreements between the Parties hereto.

16.17 Execution In Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered to City, will be deemed to be an original and all of which, taken together, will be deemed to be one and the same instrument.

16.18 Tax Credit Provisions. The Parties agree and acknowledge that the Project may be financed, in part, with the proceeds for federal and/or state low income housing tax credits ('Tax Credits"). If the Project is financed with Tax Credits, the following provisions shall apply:
(a) The City shall accept any cure of any default by Owner tendered by any limited partner (which limited partner shall not have management or control of Owner) of the Owner (the "Limited Partner") on the same terms and conditions it would accept said cure by Owner; provided that, such Limited Partner must certify in writing that its cure of said default is not for the sole purpose of avoiding the provisions of this Agreement relating to the City's consent to assignment.
(b) The City shall provide copies of all notices provided to Owner pursuant to this Agreement to the Limited Partner at the address so designated in writing by the Owner from time to time; provided that the failure to provide such notice shall not be deemed a default by City.
(c) Notwithstanding anything to the contrary set forth in the Agreement, including, without limitation, Section 13.01 thereof, the consent of the City shall not be necessary for any of the following: (i) a transfer of the Limited Partner's interest in the Owner, or an interest in the Limited Partner, or (ii) the removal and replacement of a general partner of Owner by the Limited Partner in accordance with the partnership agreement of the Owner PD-S-1053CC6-18-18(klk)
68 provided that the substitute general partner is acceptable to City in its reasonable discretion.
(d) In the event of any conflict between this Section 16.18 and any other provision of the Agreement, this Section 16.18 shall prevail.

IN WITNESS THEREOF, the Parties hereto have executed this instrument as of the Effective Date.

Attest:

Approved as to Form:

Lonnie J. Eldridge, City Attorney
Approved as to Content:

Environmental Services Director
PD-S-1053CC6-18-18(klk)
City of Simi Valley
A Municipal Corporation
Simi Vintage Sycamore 650, LP., a
California Limited Partnership
By: USA Simi Vintage Sycamore 650, Inc., a
California corporation, its administrative
general partne
By: 99Sycamore LLC, a California limited
liability company, its managing general
partner
By: Area Housing Authority of the
County of Ventura, a public body,
By:
corporate and portic, sole
membe
ichael Nigh,
Executive Director
69 ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Ventura
)
)
On Nctr-c h 2, 2020 before me, Julia Fritz, Notary Public (insert name and title of officer)
personally appeared ____ ___;...K"""'e'""it"""h __ Lc...,.. _M-'a_s_h--"'b-'-u"'"'rn-'-------------- who proved to me on t he basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/�/tooy executed the same in his/Ref/tR&if authorized capacity(ies), and that by his/�/� signature(s) on the instrument the person(s), or the e ntity upon behalf of which the person(s) acted, executed the instrument.

I certify UNDER PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature� (Seal)

JULIA FRITZ
70 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
}County of _P_l_ac_e_r __________ _
On February 21, 2020
Date
before me, Janelle L. Ingle, Notary Public
Here Insert Name and Title of the Officer
personally appeared __ G_e_o_f_fr_e_,_y_C_. _B_r_o_w_n ______________________ _ Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. _ .. ,. JANELLE L. INGLE
J :;: . Notary Public - California
l2 Placer County �
Commission# 2190455 -
My Comm. Expires Apr 9, 2021
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

Place Notary Seal and/or Stamp Above
s;gnatuce �4' c?J. �
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to on unintended document.

Description of Attached Document
Title or Type of Document: - --------------------------- Document Date: _____________________ Numberof Pages: ____ _ Signer(s) Other Than Named Above:----------------------- Capacity(ies) Claimed by Signer(s)
Signer's Name: ---- ---------
0 Corporate Officer - Title(s): ______ _
D Partner - D Limited o General
D Individual D Attorney in Fact
o Trustee o Guardian or Conservator
D Other:

Signer is Representing: _________ _
©2018 National Notary Association
Signer's Name:
o Corporate Of
f
icer - Title(s): ______ _
o Partner - o Limited D General
D Individual D Attorney in Fact
o Trustee o Guardian or Conservator
D Other:

Signer is Representing: ----------
71 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Ve�hud!
on fehyuy 14, Q.@
Date
personally appeared -----------1---'-'-' ................... <+-,-.,,....,J"-"'"1------------ Name(s) of Sig er(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. s s
R
u
1 Place Notary Seal Above
I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
---------------OPTIONAL---------------
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document:----------------------------
Document Date: ------------------- Number of Pages: _____ _ Signer(s) Other Than Named Above: ---------------------- Capacity(ies) Claimed by Signer(s)
Signer's Name: ___________ _
D Corporate Officer - Title(s): ______ _
D Partner - D Limited D General
D Individual D Attorney in Fact
D Trustee D Guardian or Conservator
D Other:-------------
Signer Is Representing: _________ _
Signer's Name: ____________ _
D Corporate Officer - Title(s): _____ _
D Partner - D Limited D General
D Individual D Attorney in Fact
D Trustee D Guardian or Conservator
D Other: --------------
Signer Is Representing: ________ _
�'1'l.<.,��£'™��-g,;.-g,"Sale,'Sit(,-@.,��'Sil<,��"
©2016 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 72 EXHIBIT A

DESCRIPTION OF THE LAND
Real property in the City of Simi Valley, the County of Ventura, State of California, described as follows:

PARCEL C AS SHOWN ON CERTIFICATE OF APPROVAL FOR LOT LINE ADJUSTMENT 2018-02 AS EVIDENCED BY DOCUMENT RECORDED FEBRUARY 12, 2019 AS INSTRUMENT NO. 20190212-00013571-0 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

THOSE PORTIONS OF THE SOUTHEAST QUARTER OF SECTION 10 AND THE SOUTHWEST QUARTER OF SECTION 11, TOWNSHIP 2 NORTH, RANGE 18 WEST,

RANCHO SIMI IN THE CITY OF SIMI VALLEY, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 3, PAGE 7, OF

MISCELLANEOUS RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF THE LAND

CONVEYED TO THE PACIFIC TELEPHONE AND TELEGRAPH COMP ANY BY DEED RECORDED DECEMBER 29, 1967 IN BOOK 3241, PAGE 237, WITH THE

SOUTHEASTERLY LINE OF SYCAMORE DRIVE AS CONVEYED TO SAID COUNTY BY DEED RECORDED DECEMBER 31, 1968 IN BOOK 3423, PAGE 117, BOTH OF OFFlCIAL RECORDS OF SAID COUNTY;
THENCE ALONG SAID SOUTHERLY LINE, SOUTH 89°59'31" EAST 378.97 FEET TO THE BEGINNING OF A NON-TANGENT 592.00 FOOT RADIUS CURVE, CONCAVE EASTERLY, A RADIAL TO WHICH BEARS NORTH 58°34'18" WEST, SAID CURVE BEING CONCENTRIC WITH AND DISTANT 60.00 FEET NORTHWESTERLY OF THE

SOUTHEASTERLY BOUNDARY OF PARCEL D OF THE QUITCLAIM TO WILLIAM DEVELOPMENT CORP., RECORDED JANUARY 2, 1965 IN BOOK 2716, PAGE 230, OF SAID OFFICIAL RECORDS;

THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, AN ARC LENGTH OF 124.78 FEET THROUGH A CENTRAL ANGLE OF 12°04'37" TO A LINE PARALLEL WITH AND 60.00 FEET WESTERLY OF SAID QUIT CLAIM TO WILLIAM DEVELOPMENT CORP.;
THENCE ALONG SAID PARALLEL LINE, SOUTH 19°21'05" WEST 339.99 FEET; THENCE LEAVING SAID PARALLEL LINE, NORTH 70°38'55" WEST 20.50 FEET; THENCE NORTH 68°28'26" WEST 295.60 FEET;
Deed of Trust A-1 Vintage at Sycamore Apartments
73 THENCE NORTH 37°20'22" WEST 46.49 FEET;
THENCE NORTH 52°39'38" EAST 95.89 FEET TO THE BEGINNING OF A 63.00 FOOT RADIUS CURVE, CONCAVE WESTERLY;

THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, AN ARC LENGTH OF

54.56 FEET THROUGH A CENTRAL ANGLE OF 49°37'08";
THENCE NORTH 03°02'30" EAST 42.16 FEET TO THE BEGINNING OF A 65.00 FOOT RADIUS CURVE, CONCAVE WESTERLY;

THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, AN ARC LENGTH OF

67.97 FEET THROUGH A CENTRAL ANGLE OF 59°54'56";
THENCE NORTH 56°52'26" WEST 17.87 FEET TO SAID SOUTHEASTERLY LINE OF SYCAMORE DRIVE, BEING ALSO A POINT ON A 642.00 FOOT RADIUS CURVE, CONCA VE WESTERLY, A RADIAL TO WHICH BEARS SOUTH 48°53'00" EAST;

THENCE ALONG SAID SOUTH EASTERLY LINE, NORTHEASTERLY ALONG THE ARC OF SAID CURVE, AN ARC LENGTH OF 83.72 FEET THROUGH A CENTRAL ANGLE OF 07°28'18" TO THE POINT OF BEGINNING.

EXCEPT FROM A PORTION OF SAID LAND AN UNDIVIDED ONE-HALF INTEREST IN

ALL OIL, OIL RIGHTS, MINERALS AND MINERAL RIGHTS, NATURAL GAS,

NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS AND MINERALS BY

WHATSOEVER NAME KNOWN, WHETHER METALLIC OR NON-METALLIC THAT

MAY BE WITHIN OR UNDER THE PROPERTY ABOVE DESCRIBED, TOGETHER WITH

THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERA TING

THEREFOR AND REMOVING THE SAME FROM SAID LAND, INCLUDING THE RIGHT

TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER

THAN THOSE HEREINABOVE DESCRIBED OIL OR GAS WELLS, TUNNELS, AND

SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE REAL PROPERTY

ABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY

DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE

EXTERIOR LIMITS THEREOF, AND TO RE-DRILL, RE-TUNNEL, EQUIP, MAINTAIN,

REPAIR, DEEPEN AND OPERA TE ANY SUCH WELLS OR MINES, WITHOUT,

HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE OR OPERA TE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE REAL PROPERTY

HEREINABOVE DESCRIBED, AS RESERVED BY BERYLWOOD-SIMI COMPANY, A CORPORATION, IN DEED RECORDED MAY 31, 1963, AS DOCUMENT NO. 30441 IN BOOK 2331, PAGE 287 OF OFFICIAL RECORDS.

ALSO EXCEPT FROM A PORTION OF SAID LAND THE REMAINING UNDIVIDED

ONE-HALF INTEREST IN ALL OIL, OIL RIGHTS, MINERALS AND MINERAL RIGHTS,

NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS AND

MINERALS BY WHATSOEVER NAME KNOWN, WHETHER METALLIC OR NON- Deed of Trust A-2 Vintage at Sycamore Apartments
74 METALLIC THAT MAY BE WITHIN OR UNDER THE PROPERTY ABOVE DESCRIBED,

TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND

OPERA TING THEREFOR AND REMOVING THE SAME FROM SAID LAND,

INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE

FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS

WALLS, TUNNELS, AND SHAFTS, INTO, THROUGH OR ACROSS THE SUB SURF ACE

OF THE REAL PROPERTY ABOVE DESCRIBED, AND TO BOTTOM SUCH

WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO RE

DRILL, RE-TUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH

WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE OR OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE

FEET OF THE REAL PROPERTY HEREINABOVE DESCRIBED, AS RESERVED BY WILLIAM, DEVELOPMENT CORP., A CORPORATION, IN DEED RECORDED SEPTEMBER 27, 1965 AS DOCUMENT NO. 69913 IN BOOK 2868, PAGE 380 OF OFFICIAL RECORDS.

ALSO EXCEPT FROM A PORTION OF SAID LAND AN UNDIVIDED ONE-HALF

INTEREST IN ALL OIL, OIL RIGHTS, MINERALS AND MINERAL RIGHTS, NATURAL

GAS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS AND MINERALS BY

WHATSOEVER NAME KNOWN WHETHER METALLIC OR NON-METALLIC THAT

MAY BE WITHIN OR UNDER THE PROPERTY ABOVE DESCRIBED, TOGETHER WITH

THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERA TING

THEREFOR AND REMOVING THE SAME FROM SAID LAND, INCLUDING THE RIGHT

TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER

THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND

SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE REAL PROPERTY

ABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY

DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE

EXTERIOR LIMITS THEREOF, AND TO RE-DRILL, RE-TUNNEL, EQUIP, MAINTAIN,

REPAIR, DEEPEN AND OPERA TE ANY SUCH WELLS OR MINES, WITHOUT,

HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE OR OPERA TE THROUGH THE SURF ACE OR THE THE UPPER 500 FEET OF THE SUB SURF ACE OF THE REAL

PROPERTY HEREINABOVE DESCRIBED, AS RESERVED BY BERYLWOOD-SIMI COMPANY, A CORPORATION, IN DEED RECORDED JUNE 03, 1965 AS DOCUMENT NO. 40557 IN BOOK 2800, PAGE 174 OF OFFICIAL RECORDS.

ALSO EXCEPT FROM A PORTION OF SAID LAND ALL MINERALS, OIL, GAS,

ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES LYING BELOW A DEPTH OF 500 FEET FROM THE SURF ACE OF SAID LAND, BUT WITHOUT THE RIGHT TO

ENTER UPON SAID LAND OR USE THE SURFACE FOR ANY PURPOSE AS RESERVED BY PARKWOOD-SIMI, A PARTNERSHIP, IN DEED RECORDED NOVEMBER 07, 1963 AS DOCUMENT NO. 66180 IN BOOK 2424, PAGE 81 OF OFFICIAL RECORDS.

For conveyancing purposes only: APN
Deed of Trust A-3 Vintage at Sycamore Apanments
75 642-0-280-075 (portion) (Affects portion of the land) (New APN: 642-0-280-215 - Note yet assessed)
642-0-280-085 (portion) (Affects portion of the land) (New APN: 642-0-280-205 - Note yet assessed)
642-0-231-295 (portion) (Affects portion of the land) (New APN: 642-0-280-255 - Note yet assessed)
Deed of Trust A-4 Vintage at Sycamore Apartments
76 EXHIBIT "B"

VINTAGE AT SYCAMORE APARTMENT AHU - UNIT DISTRIBUTION SCHEDULE Number of Unit Size (sq. ft.) Maximum lnitial2/3
Unit Type Units (approximate)1 Monthly Gross
Rent
1 Bedroom 10 570 $TBD
1 Bedroom 38 570 $TBD
Total AHUs 48
1 Affordable units shall be dispersed throughout the Project. 2 Initial rents may be increased on the Adjustment Date per Section 5.03 of this Agreement. Initial Rents will be established pursuant to Section 5.01 of this Agreement.
3 These Initial Rents are "Gross rents." The "gross rent" represents either 30% of 50% or 30% of 60% of the tenant's income as adjusted for household size [two persons for 1 bedroom unit; three persons for a two bedroom unit]. The "net" rent that the tenant will actually pay to the Owner reflects an adjustment to allow for a reasonable utility allowance based on the division of responsibility between landlord and tenant for payment of the various utilities. The reason for including a reasonable utility allowance as part of the "gross rent" is that the "30%" standard for affordable housing expenses includes both rent and utilities ..

PD-S-1053CC6-18-18(klk)
77 RES. NO. 2020-08
EXHIBIT"C"

CITY OF SIMI VALLEY

AFFORDABLE HOUSING AGREEMENT - OUTREACH PLAN

PRINT MEDIA

PUBLICATION NAME AND CITY
ATTACHMENTS:

PD-S-1053CC6-18-18(klk)

DATES APPEARING

FROM TO

OFFICE USE ONLY
Certification of Publication
Sample Copy of Text

SIZE OF ADVERTISEMENT
78 EXHIBIT "D"

CITY OF SIMI VALLEY

AFFORDABLE HOUSING PROGRAM

VINTAGE AT SYCAMORE SENIOR APARTMENTS

TENANT APPLICATION
Manager: ______ _ Phone: -------
Tenant Name: Date: -------
Address: Unit#: --------- --
Number of persons in household: __
L" t II t "d . 1s a persons o res, em uni:

Name Social Security Number
*Information on age only required for senior-oriented projects.

Total Household Income:
1) Previous Year's Annual Gross Income (Attach Verification) Name Source
Total Household Income:

PD-S-1053CC6-18-18(klk)
Age*
Amount
79 2) Current Monthly Gross Income (Attach Verification) Name Source Amount
Total Gross Monthly Income:

Signed: Date: ______ _
Signed: _______________ _ Date: ______ _

FOR CITY OFFICE USE ONLY
Anticipated Income
Next 12 Months:________ Household Size: __ _
Income Level: # Bedrooms #Bath
Low(_%AMI)
Very Low(_% AMI)
--
Approved for Affordable Unit
Not Approved
Reviewed by: ________ _
Date: -------
Comments:

PD-S-1053CC6-18-18(klk)
80 EXHIBIT "E"

CITY OF SIMI VALLEY

AFFORDABLE HOUSING PROGRAM

VINTAGE AT SYCAMORE SENIOR APARTMENTS

TENANT RECERTIFICATION
Phone: Manager:----------------
Tenant Name:
-------
---------------
Address:----------------
Number of persons in household: __
List all persons who reside in unit:

List all persons to reside in unit:

Date: -------
Unit#: -------
I Name I Social Security Number I Age* I
*Information on age only required for senior-oriented projects.

Total Household Income:
1) Previous Year's Annual Gross Income (Attach Verification) Name Source
Total Household Income:

PD-S-1053CC6-18-18(klk)
Amount
81 The information on this form is provided solely for the purpose of determining eligibility for the City of Simi Valley Affordable Housing Program. This information is confidential and, except as may be required by the City of Simi Valley or Owner, any use of this information is strictly prohibited without written consent of the applicant. Acknowledgment of this paragraph does not constitute written permission.

Signed:-------------- Date: ------------
Signed:-------------- Date: ------------

FOR CITY OFFICE USE ONLY
Anticipated Income
Next 12 Months: ---------
Income Level:
__ Low( __ % AMI)
Very Low( __ % AMI)
Approved for Affordable Unit
Not Approved
Comments:

PD-S-1053CC6-18-18(klk)
Household Size: ----
# Bedrooms #Bath
Reviewed by: ___________ _
Date: ------------
82 PROJECT:

EXHIBIT "F"

REQUIRED WAIT LIST INFORMATION

CITY OF SIMI VALLEY

DEPARTMENT OF ENVIRONMENTAL SERVICES

AFFORDABLE HOUSING AGREEM'ENT MONITORING PLAN
DATE SUBMITIED: -----
MANAGER: ----------
DATE "U < NAME ADDRESS "" I I "U 0 0 m
0 C ;o
z ;o .,, "2 en -< r s: m CD 0 m Nm r 0 -no mI 0 :E 0 m ;o ;o s:: 0 :E
0 PD-S-1053CC6-18-18(klk)
DATE en PLACED IN en m )> m z
(") 0 UNIT
0 )> 0, ;o
83 PROJECT:

MANAGER:

UNIT RESIDENT NAME #
PD-S-1053CC6-18-18(klk)
EXHIBIT"G"

CITY OF SIMI VALLEY

DEPARTMENT OF ENVIRONMENTAL SERVICES

AFFORDABLE HOUSING AGREEMENT MONITORING PLAN
Affordable Housing Unit Summary Report Information
DATE SUBMITIED: -------
> > (") � s:: 0 El ::0 zI I -1 I 00 ::oo s: 0 ::0 ;oC 00 0 0 IQ� Ill >< m< >c.. m o '-m m::O Oc_ 0 -Im Zm -I C Z cCz z::O Or C -i r Ul Z ::0 m2... -I - m (I) -I z U) -I -1m s:: 0 Ul > o r;n s:: z -I -I :-1 z m r;nr U) m U)
::0 r U) m -< 0 m z 0 r �
(")
0 > 0
�
::0
84 '
--· ---- ·- -·.

Recor�ing Requested By:
� �-\.rvJ:f. /;: f i'_f.f_ .. ..,
1 •

REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY OF SIMI VALLEY
Attn: City Clerk
2929 Tapo Canyon Road
Simi Valley, CA 93063
20200429-00058153-0 1/10
Ventura County Clerk and Recorder
MARK A. LUNN
04/29/2020 10:05:38 AM
1610340 $.00 co
Electronically Recorded in Official Records,·
County of Ventura

SPACE ABOVE FOR RECORDER'S USE
ONLY
The Undersigned declares that this document is
recorded for the benefit of the City of Simi Valley and therefore is exempt from the payment of a recording
fee pursuant to Government Code Section 6103 and
27383.

APNs: 642-0-280-205; 642-0-280-215; 642-0-280-255

DECLARATION OF CONDITIONS AND RESTRICTIONS

ON THE TRANSFER OF TITLE OR INTEREST IN REAL PROPERTY

VINTAGE AT SYCAMORE SENIOR APARTMENTS
SIMI VINTAGE SYCAMORE 650, LP.

The land referred to is situated in the City of Simi Valley, County of Ventura, State of California, and more particularly described in Exhibit A attached hereto and incorporated herein.

Notice is hereby given that the Project and Project Site described herein is conditioned and the transfer of title and/or interest restricted by the City of Simi Valley (City) as set forth in that document entitled Af
f
ordable Housing AgreemenURental (the "Agreement"),
recorded on Aro1 J 1.,1 , 2020 as instrument number1.c,ior,'1z.1-ooD5t.'-fiB in the Official Records of the Office of the County Recorder; County of Ventura, State of California, which is hereby incorporated by reference herein.

Said restrictions expressly prohibit the transfer of title, assignment of rights, or delegation of duties witho·ut the express written consent of the City. Said consent shall be conditioned upon the City's receipt of written evidence from the Buyer/Transferee at least 30 days prior to said consent that he/she has been fully informed of the terms of the Agreement and the benefits/burdens conferred therein and agrees to assume all of the duties and obligations, as well as the rights and benefits that the existing Owner/Seller enjoys under the terms of the Agreement.

PD-S-1053CC6-18-18(klk)
85 Said restrictions further require the following:

1. The Owner shall give at least 30 days written notice to the City prior to any contract to sell any interest in the Project. Said notice shall be personally delivered or sent by certified mail, return receipt requested, to:

City of Simi Valley
Attn: Environmental Services Director
2929 Tapo Canyon Road
Simi Valley, CA 93063

2. The title company shall immediate notify the City of any attempt to sell or transfer the herein described Project. The Notice shall be personally delivered or sent by certified mail, return receipt requested to the address noted above.

3. The escrow company shall immediately notify the City of any attempt to sell or transfer the herein described Project. The notice shall be personally delivered or sent by certified mail, return receipt requested to the address noted above.

ANY ATTEMPT TO TRANSFER TITLE OR ANY INTEREST IN THE PROJECT

DURING THE TERM OF THE AGREEMENT IN VIOLATION OF SAID AGREEMENT

AND THIS DECLARATION, SHALL CAUSE SAID TRANSFER TO BE VOIDABLE AT THE ELECTION OF THE CITY.

PD-S-1053CC6-18-18(klk)
86 IN WITNESS THEREOF, the Parties hereto have executed this instrument on the M day ot Kur i.� , 2020.

City of Simi Valley
A Munic· I Corporation
PD-S-1053CC6-18-18(klk)
Simi Vintage Sycamore, L.P., a California
Limited Corporation
By: USA Simi Vintage Sycamore 650, Inc., a
California corporation, its administrative
general rtner
By: 99Sycamore LLC, a California limited
liability company, its managing general
partner
By:

By
ichael Nigh,
Executive Director
87 ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Ventura
)
)
On ____ A'-=-p;..;.;ril;....;;2=•..;;;c2=0=2 ..:;..0 ___ before me, Julia Fritz. Notary Public (insert name and title of officer)
personally appeared _________ B ........ r=ia"""n'"""P-'a=u=l -'G'-'a=b ........ 1e""'"r ____________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/8f8 subscribed to the within instrument and acknowledged to me that he/SRe/tAey executed the same in his/ReJi/tAe+r; authorized capacity(ieS), and that by his/�/� signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify UNDER PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature �"?-== (Seal)
88 ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Ventura
)
)
On ____ A'--=-pr'""'il""""'2""'"'-=2""'"0""-2-'-0 ___ before me, Julia Fritz, Notary Public (insert name and title of officer)
persona lly appeared _____ K_e_it_h _L_. _M_ a_ s_h_b_u_rn ____________ _ who proved to me on the bas is of satisfactory evidence to be the person(s) whose name(s) is/am subscribed to the within instrument and acknowledged to me that he/&Ae/� executed the same in his/AGF/tRei.F authorized ca pacity(ies), and that by his�/tRoo signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify UNDER PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
F� (Seal)
89 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of fJ (tt4�g_
On __ ....,2)_· �.2.J�b_·_.;JJ)�---- before me, ___ ....._,,-'-""-'-..l.c'-'-'"<+J....,_,,'-"'--'C..::...,::-'-"'--+-'-=-"'-"'--"'-.L------ Oate
personally appeared ----------...-...-=-><�+-i?-'-'=-->+-----"�--�----'--=----------- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Place Notary Sea/ Above
I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
��oPnONAL��
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: Signer(s) Other Than
Capacity(ies) Claimed by Signer(s)
Signer's Name: ____________ _
D Corporate Officer - Title(s): ______ _
D Partner - D Limited D General
D Individual D Attorney in Fact
D Trustee D Guardian or Conservator
D Other:---------------
Signer Is Representing: _________ _
Named Above: ____________ _
Signer's Name:-------------
0 Corporate Officer - Title(s): ______ _
D Partner - D Limited D General
D Individual D Attorney in Fact
D Trustee D Guardian or Conservator
D Other: ______________ _
Signer Is Representing: _________ _
�'!il.<1,1\il.<1,.i?£;,•§lQ§lk;Q.J,,'§�g,(,.-§(>��
©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 90 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of Vr:N"-.\.-o<'a )
On t\'.\a.<(" b d 3, 8-026 before me, _L_._�___,\=:S"--'-'-"'""""--'---'---=---�-'-----"---+-'----=---l--'-'-)'-'\0=-�-'c__.,,_, Date Here Insert Name an
personally appeared fu v"' k::Yaf \ 1'J , q �:),
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s} is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s} acted, executed the instrument.

Place Notary Seal Above
I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: Signer(s} Other Than
Capacity(ies) Claimed by Signer(s)
Signer's Name: ____________ _
D Corporate Officer - Title(s): ______ _
D Partner - D Limited D General
D Individual D Attorney in Fact
D Trustee D Guardian or Conservator
D Other:---------------
Signer Is Representing: _________ _
Named Above: -------------
Signer's Name: ____________ _
D Corporate Officer - Title(s): ______ _
D Partner - D Limited D General
D Individual D Attorney in Fact
D Trustee D Guardian or Conservator
D Other: ______________ _
Signer Is Representing: _________ _
K.��'lio<,��
©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 91 RECORDING REQUESTED BY:

SIMPLIFILE
WHEN RECORDED MAIL DOCUMENT TO:
cm OF SIMI VALLEY
ATTN: CITY CLERK
2929 T APO CANYON ROAD
SIMI VALLEY, CA 93063
20200427-00056429-0 1/21
Ventura County Clerk and Recorder
MARK A. LUNN
04/27/2020 10:06:22 AM
1609233 $.00 co
Electronically Recorded in Official Records,
County of Ventura
__________________ ......_ ____ space Above This Line for Recorder's Use Only ------ NCS-975715 UNRECORDED LEASES

DEED OF TRUST
With Assignment of Leases and Rents, Security Agreement, Financing Statement, and Fixture Filing
Title of Document
Pursuant to Senate Bill 2 - Building Homes and Jobs Act (GC Code Section 27388.1), effective January 1, 2018, a fee of seventy-five dollars ($75.00) shall be paid at the time of recording of every real estate instrument, paper, or notice required or permitted by law to be recorded, except those expressly exempted from payment of recording fee, per each single transaction per parcel of real property. The fee imposed by this section shall not exceed two hundred twenty-five dollars ($225.00).
( ) This document is a transfer that is subject to the imposition of documentary transfer tax (XXXXXXX) Recorded [concurrently] in connection with a transfer of real property subject to the imposition of Documentary Transfer Tax per GC 27388.1 (a) (2).
( ) Recorded [concurrently] in connection with a transfer of real property that is residential dwelling to an owner occupier per GC 27388.1 (a) (2).
() Maximum fee of $225 has been reached per GC 27388.1 (a) (1). () Not related to real property GC 27388.1 (a) (1).

THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE BUILDING HOMES AND JOBS ACT FEE (SB-2; AFFORDABLE HOUSING FEE) ($3.00 Additional recording fee applies) 92 RECORDING REQUESTED BY )
AND WHEN RECORDED RETURN TO: )
)
City of Simi Valley )
2929 Tapo Canyon Road )
Simi Valley, California 93063 )
Attention: City Clerk's Office )
This document is exempt from the payment of a
recording fee pursuant to Government Code Sections
6103 and 27383.

DEED OF TRUST
With Assignment of Leases and Rents, Security Agreement, Financing Statement, and Fixture Filing

THIS DEED OF TRUST WITH ASSIGNMENT OF LEASES ANO RENTS, SECURITY AGREEMENT, FINANCING STATEMENT, AND FIXTURE FILING ("Deed of Trust"), entered into as of KvLL: ;:lo , 2020, is made by and among Simi Vintage Sycamore 650, L.P., a California limited partnership (''Trustor"), FIRST AMERICAN TITLE COMPANY ("Trustee"), and the CITY OF SIMI VALLEY, a municipal corporation, organized and existing under laws of the State of California ("Beneficiary"). The addresses of the parties are set forth in Section 7.11 of this Deed of Trust.

ARTICLE I. GRANT IN TRUST

1.1 Grant. For the purposes of and upon the terms and conditions in this Deed of Trust, Trustor irrevocably grants, conveys and assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale and right of entry and possession, all that real property located in the City of Simi Valley, County of Ventura, State of California, described on Exhibit A attached hereto, together with all development rights or credits, air rights, water, water rights and water stock related to the real property, and all minerals, oil and gas, and other hydrocarbon substances in, on or under the real property, and tax reimbursements, appurtenances, easements, rights and rights of way appurtenant or related thereto, all buildings, other improvements and fixtures now or hereafter located on the real property, including, but not limited to, Trustor's interest in all apparatus, equipment, and appliances used in the operation or occupancy of the real property, it being intended by the parties that all such items shall be conclusively considered to be a part of the real property, whether or not attached or affixed to the real property (the "Improvements"); and all interest or estate which Trustor may hereafter acquire in the property described above, and all additions and accretions thereto, and the proceeds of any of the foregoing (all of the foregoing being collectively referred to as the "Subject Property"). The listing of specific rights or property shall not be interpreted as a limit of general terms.
93 1.2 Address. The address of the Subject Property is (1698 Sycamore Drive,] Simi Valley, California. However, neither the failure to designate an address nor any inaccuracy in the address designated shall affect the validity or priority of the lien of this Deed of Trust on the Subject Property as described on Exhibit A.

ARTICLE II. OBLIGATIONS SECURED

2.1 Obligations Secured. Trustor makes this grant and ass!g,nment pursuant to a Loan Agreement between Trustor and Beneficiary entered into as of fu,""'o'= 2S: 2020 (the "Loan Agreement"), for the purpose of securing the following obligations ("Secured Obligations"):
(a) Payment to Beneficiary of all sums at any time owing under that certain Promissory Note ("Note") in the amount of Three Million, Five Hundred Thousand Dollars, ($3,500,000) of even date herewith, executed by Trustor, as maker, and payable to the order of Beneficiary, as holder; and
(b) Payment and performance of all covenants and obligations of Trustor under this Deed of Trust; and
(c) Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Beneficiary, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Deed of Trust; and
(d) All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; and (ii) modifications, extensions or renewals at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes.

2.2 Obligations. The term "obligations" is used herein in its broadest and most comprehensive sense and shall be deemed to include, without limitation, all interest and charges, prepayment charges, if any, late charges and loan fees at any time accruing or assessed on any of the Secured Obligations.

2.3 Incorporation. All terms of the Secured Obligations and the document evidencing such obligations are incorporated herein by this reference. All persons who may have or acquire an interest in the Subject Property shall be deemed to have notice of the terms of the Secured Obligations and to have notice, if applicable and provided therein, that: (a) the Note may permit borrowing, repayment and re-borrowing so that repayments shall not reduce the amounts of the Secured Obligations; and (b) the rate of interest on one or more Secured Obligations may vary from time to time.

ARTICLE Ill. ASSIGNMENT OF LEASES AND RENTS

3.1 Assignment. Trustor hereby irrevocably, absolutely, unconditionally, and presently assigns, transfers, conveys, sets over, and delivers to Beneficiary, subject to the rights of any senior lienholders, all of Trustor's right, title and interest in, to and under: (a) all leases of the Subject Property or any portion thereof, all licenses and agreements relating to the management, leasing or operation of the Subject Property or any portion thereof, and all other agreements of any kind relating to the use, enjoyment or occupancy of the Subject Property or 94 any portion thereof, whether now existing or entered into after the date hereof ("Leases"); and (b) the rents, issues, deposits, income, revenues, royalties, earnings and profits of the Subject Property, including, without limitation, all amounts payable and all rights and benefits accruing to Trustor under the Leases, all oil, gas and other mineral royalties, and all rents, issues, deposits, income, revenues, royalties, earnings and profits arising from the use or operation of coin operated laundry machines, vending machines, and all other coin operated machines ("Payments"). The term "Leases" shall also include all guarantees of and security for the lessees' performance thereunder, and all amendments, extensions, renewals or modifications thereto which are permitted hereunder. This is a present, absolute, perfected, choate and unconditional assignment, not an assignment for security purposes only, and Beneficiary's right to the Leases and Payments is not contingent upon, and may be exercised without possession of, the Subject Property.

3.2 Grant of License. Beneficiary confers upon Trustor a license ("License") to collect and retain the Payments as they become due and payable, until the occurrence of a Default (as hereinafter defined). Upon a Default, the License shall be automatically revoked and, subject to the rights of any senior lienholders, Beneficiary may collect and apply the Payments pursuant to Section 6.4 without further notice other than as required in Article VI hereof, without taking possession of the Subject Property, without having a receiver appointed, and without taking any other action. Trustor hereby irrevocably authorizes and directs the lessees under the Leases to rely upon and comply with any notice or demand by Beneficiary for the payment by such lessees directly to Beneficiary of any rental or other sums which may at any time become due under the Leases, or for the performance of any of the lessees' undertakings under the Leases, and the lessees shall have no right or duty to inquire as to whether any Default has actually occurred or is then existing hereunder. Trustor hereby relieves the lessees from any liability to Trustor by reason of relying upon and complying with any such notice or demand by Beneficiary.

3.3 Effect of Assignment. The foregoing irrevocable Assignment shall not cause Beneficiary to be: (a) a mortgagee in possession; (b) responsible or liable for the control, care, management or repair of the Subject Property or for performing any of the terms, agreements, undertakings, obligations, representations, warranties, covenants and conditions of the Leases; or (c) responsible or liable for any waste committed on the Subject Property by the lessees under any of the Leases or any other parties; for any dangerous or defective condition of the Subject Property; or for any negligence in the management, upkeep, repair or control of the Subject Property resulting in loss or injury or death to any lessee, licensee, employee, invitee or other person. Beneficiary shall not directly or indirectly be liable to Trustor or any other person as a consequence of: (i) the exercise or failure to exercise any of the rights, remedies or powers granted to Beneficiary hereunder; (ii) the failure or refusal of Beneficiary to perform or discharge any obligation, duty or liability of Trustor arising under the Leases.

3.4 [Reserved]

3.5 Covenants. Trustor covenants and agrees at Truster's sole cost and expense to: (a) perform the obligations of lessor contained in the Leases and enforce by all available remedies performance by the lessees of the obligations of the lessees contained in the Leases; (b) give Beneficiary prompt written notice of any default which occurs with respect to any of the Leases, whether the default be that of the lessee or of the lessor; (c) exercise Truster's best efforts to keep all portions of the Subject Property that are currently subject to Leases leased at all times at rentals not less than the maximum rent permitted under the regulatory agreements and other restrictions encumbering the Subject Property; (d) deliver to Beneficiary fully executed, counterpart original(s) of each and every Lease if requested to do so; and (e) execute and record such additional assignments of any Lease or specific subordinations of any Lease to this Deed of Trust, in form and substance acceptable to Beneficiary, as Beneficiary may 95 request. Trustor shall not, without Beneficiary's prior written consent: (i) enter into any Leases after the date of this Assignment other than for occupancy of portions of the Subject Property; (ii) execute any other assignment relating to any of the Leases except to construction loans and permanent loans and refinancings of those loans which have been approved by Beneficiary or are permitted pursuant to the Agreement; (iii) discount any rent or other sums due under the Leases or collect the same in advance, other than to collect rent one (1) month in advance of the time when it becomes due; (iv) terminate, modify or amend any of the terms of the Leases or in any manner release or discharge the lessees from any obligations thereunder, except in the ordinary course of business; or (v) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance except to construction loans and permanent loans which have been approved by Beneficiary or are permitted pursuant to the Agreement. Any such attempted action in violation of the provisions of this Section 3.5 shall be null and void.

Without in any way limiting the requirement of Beneficiary's consent hereunder, any sums received by Trustor in consideration of any termination (or the release or discharge of any lessee), modification or amendment of any Lease shall be applied to reduce the outstanding Secured Obligations and any such sums received by Trustor shall be held in trust by Trustor for such purpose.

3.6 Estoppel Certificates. Within thirty (30) days after request by Beneficiary, Trustor shall deliver to Beneficiary and to any party designated by Beneficiary estoppel certificates executed by Trustor and by each of the lessees, in recordable form, certifying (if such be the case): (i) that the foregoing assignment and the Leases are in full force and effect; (ii) the date of each lessee's most recent payment of rent; (iii) that there are no defenses or offsets outstanding, or stating those claimed by Trustor or lessees under the foregoing assignment or the Leases, as the case may be; and (iv) any other information reasonably requested by Beneficiary.

ARTICLE IV. SECURITY AGREEMENT, FINANCING STATEMENT, AND FIXTURE FILING

4.1 Security Interest. Trustor hereby grants and assigns to Beneficiary as of the recording date of this Deed Of Trust a second priority interest, junior and subordinate only to the ____ TBD construction loan funded with proceeds of Multifamily Housing Revenue Bonds, in an amount not to exceed Twenty-Two Million Dollars ($22,000,000) (the "Bond Loan"), (collectively, the "Senior Loan"). After project construction is complete and the permanent loans have been recorded, the City Loan will be junior and subordinate only to the ___ TBD Loan "Senior Loan"), to secure payment and performance of all of the Secured Obligations, in all of Trustor's interest in the following described personal property in which Trustor now or at any time hereafter has any interest ("Collateral"):

All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on all or any part of the Subject Property (to the extent the same are not effectively made a part of the Subject Property pursuant to Section 1.1 above); together with all rents, issues, deposits and profits of the Subject Property (to the extent, if any, they are not subject to Article Ill); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, notes, drafts, letters of credit, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the Subject Property or any business now or hereafter conducted thereon by Trustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan 96 funds held by Beneficiary, whether or not disbursed; all funds deposited with Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a "fixture" under applicable law, this Deed of Trust constitutes a fixture filing under Section 9313, Section 9302(6), and all other applicable sections of the California Uniform Commercial Code, as amended or re-codified from time to time, and is acknowledged and agreed to be a "construction mortgage" under such Sections.

4.2 Representations and Warranties. Trustor represents and warrants that: (a) Trustor has, or will have, good title to the Collateral; (b) Trustor has not previously assigned or encumbered the Collateral, except pursuant to any deeds of trust securing the Senior Loan, and no financing statement covering any of the Collateral has been delivered to any other person or entity except as required under the Senior Loan; and (c) Trustor's principal place of business is located at the address shown in Section 7.11.

4.3 Rights of Beneficiary. In addition to Beneficiary's rights as a "Secured Party" under the California Uniform Commercial Code, as amended or recodified from time to time ("UCC"), Beneficiary may, but shall not be obligated to, at any time without notice and at the expense of Trustor: (a) give notice to any person of Beneficiary's rights hereunder and enforce such rights at law or in equity; (b) insure, protect, defend and preserve the Collateral or any rights or interests of Beneficiary therein; (c) inspect the Collateral; and (d) endorse, collect and receive any right to payment of money owing to Trustor under or from the Collateral.

Notwithstanding the above, in no event shall Beneficiary be deemed to have accepted any property other than cash in satisfaction of any obligation of Trustor to Beneficiary unless Beneficiary shall make an express written election of said remedy under UCC §9505, or other applicable law.

4.4 Rights of Beneficiary on Default. Upon the occurrence of a Default under this Deed of Trust, then in addition to all of Beneficiary's rights as a "Secured Party" under the UCC or otherwise at law:
(a) Beneficiary may (i) upon written notice, require Trustor to assemble any or all of the Collateral and make it available to Beneficiary at a place designated by Beneficiary; (ii) without prior notice, enter upon the Subject Property or other place where any of the Collateral may be located and take possession of, collect, sell, and dispose of any or all of the Collateral, and store the same at locations acceptable to Beneficiary at Trustor's expense; (iii) sell, assign and deliver at any place or in any lawful manner all or any part of the Collateral and bid and become purchaser at any such sales; and
(b) Beneficiary may, for the account of Trustor and at Trustor's expense: (i) operate, use, consume, sell or dispose of the Collateral as Beneficiary deems appropriate for the purpose of performing any or all of the Secured Obligations; (ii) enter into any agreement, compromise, or settlement, including insurance claims, which Beneficiary may deem desirable or proper with respect to any of the Collateral; and (iii) endorse and deliver evidences of title for, and receive, enforce and collect by legal action or otherwise, all indebtedness and obligations now or hereafter owing to Trustor in connection with or on account of any or all of the Collateral.

Notwithstanding any other provision hereof, Beneficiary shall not be deemed to have accepted any property other than cash in satisfaction of any obligation of Trustor to Beneficiary unless Trustor shall make an express written election of said remedy under UCC §9505, or other applicable law.
97 4.5 [Reserved]

4.6 Possession and Use of Collateral. Except as otherwise provided in this Section or the other Loan Documents (as defined in Section 6.2(h), below), so long as no Default exists under this Deed of Trust or any of the Loan Documents, Trustor may possess, use, move, transfer or dispose of any of the Collateral in the ordinary course of Trustor's business and in accordance with the Loan Documents.

4. 7 Subordination. Beneficiary hereby subjects and subordinates the lien of this Deed of Trust to the deeds of trust securing the Senior Loan, and any other financing or refinancing permitted or approved pursuant to the Agreement and/or the Regulatory Agreement and Declaration of Restrictive Covenants executed by Trustor and Beneficiary in connection with the loan secured by this Deed of Trust.

ARTICLE V. RIGHTS AND DUTIES OF THE PARTIES

5.1 Title. Truster represents and warrants that, except as disclosed to Beneficiary in writing which refers to this warranty, Truster lawfully holds and possesses fee simple title to the Subject Property without limitation on the right to encumber, and that this Deed of Trust is a third lien on the Subject Property and on the Collateral, subject and subordinate only to the liens of the deeds of trust securing, and any regulatory agreements related to, the Senior Loan.

5.2 Taxes and Assessments. Subject to Trustor's rights to contest payment of taxes, Trustor shall pay prior to delinquency all taxes, assessments, levies and charges imposed by any public or quasi-public authority or utility company which are or which may become a lien upon or cause a loss in value of the Subject Property or any interest therein.

Trustor shall also pay prior to delinquency all taxes, assessments, levies and charges imposed by any public authority upon Beneficiary by reason of its interest in any Secured Obligation or in the Subject Property, or by reason of any payment made to Beneficiary pursuant to any Secured Obligation; provided, however, Truster shall have no obligation to pay taxes which may be imposed from time to time upon Beneficiary and which are measured by and imposed upon Beneficiary's net income.

5.3 Performance of Secured Obligations. Truster shall promptly pay and perform each Secured Obligation when due.

5.4 [Reserved]

5.5 Liens, Encumbrances and Charges. Trustor shall immediately discharge any lien not approved by Beneficiary in writing that has or may attain priority over this Deed of Trust.

Trustor shall pay when due all obligations secured by or reducible to liens and encumbrances which shall now or hereafter encumber or appear to encumber all or any part of the Subject Property or any interest therein, whether senior or subordinate hereto.

5.6 Damages; Insurance and Condemnation Proceeds.
(a) The following (whether now existing or hereafter arising) are all absolutely and irrevocably assigned by Truster to Beneficiary and, at the request of Beneficiary, subject to any senior assignment to the holder(s) of the deeds of trust securing the Senior Loan and the refinancing thereof as permitted hereunder, shall be paid directly to Beneficiary: (i) all awards of damages and all other compensation payable directly or indirectly by reason of a condemnation or proposed condemnation for public or private use affecting all or any part of, or any interest in, the Subject Property; (ii) all other claims and awards for damages to, or decrease in value of, all or any part of, or any interest in, the Subject Property; (iii) all proceeds of any insurance policies payable by reason of loss sustained to all or any part of the Subject Property; and (iv) all interest which may accrue on any of the foregoing. Subject to applicable law, and without regard to any requirement contained in Section 5.7(d), Beneficiary may at its discretion apply all or any of the 98 proceeds it receives to its expenses in settling, prosecuting or defending any claim and may apply the balance to the Secured Obligations in any order, and/or Beneficiary may release all or any part of the proceeds to Trustor upon any conditions Beneficiary may impose. Beneficiary may commence, appear in, defend or prosecute any assigned claim or action and may adjust, compromise, settle and collect all claims and awards assigned to Beneficiary; provided, however, that if Beneficiary fails to pursue any such claim, Beneficiary shall assign or permit Trustor to pursue such claim upon Trustor's request, and in no event shall Beneficiary be responsible for any failure to collect any claim or award, regardless of the cause of the failure. (b) Subject to the rights of holders of the Senior Loan, Beneficiary shall permit insurance or condemnation proceeds held by Beneficiary to be used for repair or restoration but may condition such application upon reasonable conditions, including, without limitation: (i) the deposit with Beneficiary of such additional funds which Beneficiary reasonably determines are needed to pay all cost of the repair or restoration, (including, without limitation, taxes, financing charges, insurance and rent during the repair period); (ii) the establishment of an arrangement for lien releases and disbursement of funds acceptable to Beneficiary; (iii) the delivery to Beneficiary of plans and specifications for the work, a contract for the work signed by a contractor reasonably acceptable to Beneficiary, a cost breakdown for the work and a payment and performance bond for the work, all of which shall be acceptable to reasonably Beneficiary; and (iv) the delivery to Beneficiary of evidence acceptable to Beneficiary (aa) that after completion of the work the income from the Subject Property will be sufficient to pay all expenses and debt service for the Subject Property; (bb) that upon completion of the work, the size, capacity and total value of the Subject Property will be at least as great as it was before the damage or condemnation occurred, subject to City laws, ordinances, regulations and standards then in effect; (cc) that there has been no material adverse change in the financial condition or credit of Trustor since the date of this Deed of Trust which would have material adverse impact on the ability of Trustor to perform its obligations hereunder; and (ee) the satisfaction of any additional conditions that Beneficiary may reasonably establish to protect its security. Trustor hereby acknowledges that the conditions described above are reasonable.

5.7 Maintenance and Preservation of the Subject Property. Trustor covenants:
(a) to insure the Subject Property against such risks as Beneficiary may require and, at Beneficiary's request, to provide evidence of such insurance to Beneficiaries, and to comply with the requirements of any insurance companies insuring the Subject Property; (b) to keep the Subject Property in good condition and repair; (c) except with Beneficiary's prior written consent, not to remove or demolish the Subject Property or any part thereof; (d) to complete or restore promptly and in good and workmanlike manner the Subject Property, or any part thereof which may be damaged or destroyed, without regard to whether Beneficiary elects to require that insurance proceeds be used to reduce the Secured Obligations as provided in Section 5.6, except to the extent that the damage or destruction is due to a casualty which Trustor is not required to insure against and in fact does not insure against, or to the extent that insurance proceeds are not made available to Trustor; (e) to comply with all laws, ordinances, regulations and standards, and all covenants, conditions, restrictions and equitable servitudes, whether public or private, of every kind and character which affect the Subject Property and pertain to acts committed or conditions existing thereon, including, without limitation, any work, alteration, improvement or demolition mandated by such laws, covenants or requirements; (f) not to commit or permit waste of the Subject Property; and (g) to do all other acts which from the character or use of the Subject Property may be reasonably necessary to maintain and preserve its value.

5.8 Defense and Notice of Losses, Claims and Actions. At Trustor's sole expense, Trustor shall protect, preserve and defend the Subject Property and title to and right of possession of the Subject Property, the security hereof and the rights and powers of Beneficiary and Trustee hereunder against all adverse claims. Trustor shall give Beneficiary and Trustee prompt notice in writing of the assertion of any claim of the filing of any action or proceeding, of the occurrence of any damage to the Subject Property and of any condemnation offer or action. 99 5.9 Acceptance of Trust; Powers and Duties of Trustee. Trustee accepts this trust when this Deed of Trust is recorded. From time to time upon written request of Beneficiary and presentation of this Deed of Trust or a certified copy thereof for endorsement, and without affecting the personal liability of any person for payment of any indebtedness or performance of any obligations secured hereby, Trustee may, without liability therefor and without notice reconvey all or any part of the Subject Property. Except as may be required by applicable law, Trustee or Beneficiary may from time to time apply to any court of competent jurisdiction for aid and direction in the execution of the trust hereunder and the enforcement of the rights and remedies available hereunder, and may obtain orders or decrees directing or confirming or approving acts in the execution of said trust and the enforcement of said remedies. Trustee has no obligation to notify any party of any pending sale or any action or proceeding, including, without limitation, actions in which Trustor, Beneficiary or Trustee shall be a party unless held or commenced and maintained by Trustee under this Deed of Trust. Trustee shall not be obligated to perform any act required of it hereunder unless the performance of the act is requested in writing and Trustee is reasonably indemnified and held harmless against loss, cost, liability or expense.

5.10 Compensation; Exculpation; Indemnification.
(a) Trustor shall pay Trustee's reasonable fees and reimburse Trustee for reasonable expenses in the administration of this trust, including reasonable attorneys' fees.

Trustor shall pay to Beneficiary reasonable compensation for services rendered concerning this Deed of Trust, including without limit any statement of amounts owing under any Secured Obligation. Beneficiary shall not directly or indirectly be liable to Trustor or any other person as a consequence of (i) the exercise of the rights, remedies or powers granted to Beneficiary in this Deed of Trust; (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under any agreement related to the Subject Property or under this Deed of Trust; or (iii) any loss sustained by Trustor or any third party resulting from Beneficiary's failure to lease the Subject Property after a Default or from any other act or omission of Beneficiary in managing the Subject Property after a Default unless the loss is caused by the gross negligence or willful misconduct of Beneficiary and no such liability shall be asserted against or imposed upon Beneficiary, and all such liability is hereby expressly waived and released by Trustor. (b) Trustor indemnifies Trustee and Beneficiary against, and holds Trustee and Beneficiary harmless from, all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other expenses which either may suffer or incur: (i) by reason of this Deed of Trust; (ii) by reason of the execution of this trust or in performance of any act required or permitted hereunder or by law; or (iii) as a result of any failure of Trustor to perform Trustor's obligations, except to the extent such matters which are caused as a result of the gross negligence or willful misconduct of Beneficiary or Trustee. The above obligation of Trustor to indemnify and hold harmless Trustee and Beneficiary shall survive the release and cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance of this Deed of Trust.
(c) Trustor shall pay all amounts and indebtedness arising under this Section 5.10 immediately upon demand by Trustee or Beneficiary together with interest thereon from the date the indebtedness arises at the rate of interest applicable to the principal balance of the Note as specified therein.

5.11 Substitution of Trustees. From time to time, by writing, signed and acknowledged by Beneficiary and recorded in the Office of the Recorder of the County in which the Subject Property is situated, Beneficiary may appoint another trustee to act in the place and stead of Trustee or any successor. Such writing shall set forth any information required by law.

The recordation of such instrument of substitution shall discharge Trustee herein named and shall appoint the new trustee as the trustee hereunder with the same effect as if originally 100
named Trustee herein. A writing recorded pursuant to the provisions of this Section 5.11 shall be conclusive proof of the proper substitution of such new Trustee.

5.12 Due on Sale or Encumbrance. Absent consent required pursuant to the terms of the Loan Documents, if the Subject Property or any interest therein shall be sold, transferred (including, without limitation, through sale or transfer of a majority or controlling interest of the general partner interests of Truster), mortgaged, assigned, further encumbered or leased, whether directly or indirectly, whether voluntarily, involuntarily or by operation of law, without the prior written consent of Beneficiary, or as otherwise permitted pursuant to the Regulatory Agreement, then Beneficiary, in its sole discretion, may declare all Secured Obligations immediately due and payable.

5.13 Releases, Extensions, Modifications and Additional Security. Without notice to or the consent, approval or agreement of any persons or entities having any interest at any time in the Subject Property or in any manner obligated under the Secured Obligations ("Interested Parties"), Beneficiary may, from time to time, release any person or entity from liability for the payment or performance of any Secured Obligation, take any action or make any agreement extending the maturity or otherwise altering the terms or increasing the amount of any Secured Obligation, or accept additional security or release all or a portion of the Subject Property and other security for the Secured Obligations. None of the foregoing actions shall release or reduce the personal liability of any of said Interested Parties, or release or impair the priority of the lien of this Deed of Trust upon the Subject Property.

5.14 Reconveyance. Upon Beneficiary's written request, and upon surrender to Trustee for cancellation of this Deed of Trust or a certified copy thereof and any note, instrument, or instruments setting forth all obligations secured hereby, Trustee shall reconvey, without warranty, the Subject Property or that portion thereof then held hereunder. To the extent permitted by law, the reconveyance may describe the grantee as "the person or persons legally entitled thereto" and the recitals of any matters or facts in any reconveyance executed hereunder shall be conclusive proof of the truthfulness thereof. Neither Beneficiary nor Trustee shall have any duty to determine the rights of persons claiming to be rightful grantees of any reconveyance. When the Subject Property has been fully reconveyed, the last such reconveyance shall operate as a reassignment of all future rents, issues and profits of the Subject Property to the person or persons legally entitled thereto.

5.15 Subrogation. Beneficiary shall be subrogated to the lien of all encumbrances, whether released of record or not, paid in whole or in part by Beneficiary pursuant to this Deed of Trust or by the proceeds of any loan secured by this Deed of Trust.

5.16 Right of Inspection. Beneficiary, its agents and employees, may enter the Subject Property at any reasonable time, upon reasonable advance notice except in cases of emergency, for the purpose of inspecting the Subject Property and ascertaining Truster's compliance with the terms hereof.

ARTICLE VI. DEFAULT PROVISIONS

6.1 Default. For all purposes hereof, the term "Default" shall mean (a) at Beneficiary's option, the failure of Truster to make any payment of principal or interest on the Note or to pay any other amount due hereunder or under the Note when the same is due and payable, whether at maturity, by acceleration or otherwise which is not cured within five (5) days after notice thereof; (b) the failure of Truster to perform any non-monetary obligation hereunder, or the failure to be true of any representation or warranty of Truster contained herein and the continuance of such failure for thirty (30) days after notice, or within any longer grace period, if any, allowed in the Agreement for such failure, or (c) the existence of any Default or Event of Default as defined in the Agreement.
101

6.2 Rights and Remedies. At any time after Default, Beneficiary and Trustee shall each have all the following rights and remedies:
(a)
payable;
With or without notice, to declare all Secured Obligations immediately due and (b) With or without notice, and without releasing Trustor from any Secured Obligation, and without becoming a mortgagee in possession, to cure any breach or Default of Trustor and, in connection therewith, to enter upon the Subject Property and do such acts and things as Beneficiary or Trustee deem necessary or desirable to protect the security hereof, including, without limitation: (i) to appear in and defend any action or proceeding purporting to affect the security of this Deed of Trust or the rights or powers of Beneficiary or Trustee under this Deed of Trust; (ii) to pay, purchase, contest or compromise any encumbrance, charge, lien or claim of lien which, in the sole judgment of either Beneficiary or Trustee, is or may be senior in priority to this Deed of Trust, the judgment of Beneficiary or Trustee being conclusive as between the parties hereto; (iii) to obtain insurance, (iv) to pay any premiums or charges with respect to insurance required to be carried under this Deed of Trust; or (v) to employ counsel, accountants, contractors and other appropriate persons. (c) To commence and maintain an action or actions in any court of competent jurisdiction to foreclose this instrument as a mortgage or to obtain specific enforcement of the covenants of Trustor hereunder, and Trustor agrees that such covenants shall be specifically enforceable by injunction or any other appropriate equitable remedy and that for the purposes of any suit brought under this subparagraph, Trustor waives the defense of !aches and any applicable statute of limitations;
(d) To apply to a court of competent jurisdiction for and obtain appointment of a receiver of the Subject Property as a matter of strict right and without regard to the adequacy of the security for the repayment of the Secured Obligations, the existence of a declaration that the Secured Obligations are immediately due and payable, or the filing of a notice of default, and Trustor hereby consents to such appointment;
(e) To enter upon, possess, manage and operate the Subject Property or any part thereof, to take and possess all documents, books, records, papers and accounts of Trustor or the then owner of the Subject Property, to make, terminate, enforce or modify the Leases of the Subject Property upon such terms and conditions as Beneficiary deems proper, to make repairs, alterations and improvements to the Subject Property as necessary, in Trustee's or Beneficiary's sole judgment, to protect or enhance the security hereof; (f) To execute a written notice of such Default and of its election to cause the Subject Property to be sold to satisfy the Secured Obligations. As a condition precedent to any such sale, Trustee shall give and record such notice as the law then requires. When the minimum period of time required by law after such notice has elapsed, Trustee, without notice to or demand upon Trustor except as required by law, shall sell the Subject Property at the time and place of sale fixed by it in the notice of sale, at one or several sales, either as a whole or in separate parcels and in such manner and order, all as Beneficiary in its sole discretion may determine, at public auction to the highest bidder for cash, in lawful money of the United States, payable at time of sale. Neither Trustor nor any other person or entity other than Beneficiary shall have the right to direct the order in which the Subject Property is sold. Subject to requirements and limits imposed by law, Trustee may from time to time postpone sale of all or any portion of the Subject Property by public announcement at such time and place of sale.

Trustee shall deliver to the purchaser at such sale a deed conveying the Sul;>ject Property or portion thereof so sold, but without any covenant or warranty, express or implied. The recitals in the deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustee, Trustor or Beneficiary may purchase at the sale; 102
(g) To resort to and realize upon the security hereunder and any other security now or later held by Beneficiary concurrently or successively and in one or several consolidated or independent judicial actions or lawfully taken non-judicial proceedings, or both, and to apply the proceeds received upon the Secured Obligations all in such order and manner as Trustee and Beneficiary, or either of them, determine in their sole discretion. (h) To pursue any other rights and remedies available to Beneficiary or Trustee at law, in equity, or under this Deed of Trust, the Note, or any other agreement, document, or instrument executed in connection therewith (collectively, the "Loan Documents"). (i) Upon sale of the Subject Property at any judicial or non-judicial foreclosure, Beneficiary may credit bid (as determined by Beneficiary in its sole and absolute discretion) all or any portion of the Secured Obligations. In determining such credit bid, Beneficiary may, but is not obligated to, take into account all or any of the following: (i) appraisals of the Subject Property as such appraisals may be discounted or adjusted by Beneficiary in its sole and absolute underwriting discretion; (ii) expenses and costs incurred by Beneficiary with respect to the Subject Property prior to foreclosure; (iii) expenses and costs which Beneficiary anticipates will be incurred with respect to the Subject Property after foreclosure, but prior to resale, including, without limitation, costs of structural reports and other due diligence, costs to carry the Subject Property prior to resale, costs of resale (e.g. commissions, attorneys' fees, and taxes), costs of any hazardous materials clean-up and monitoring, costs of deferred maintenance, repair, refurbishment and retrofit, costs of defending or settling litigation affecting the Subject Property, and lost opportunity costs (if any), including the time value of money during any anticipated holding period by Beneficiary; (iv) declining trends in real property values generally and with respect to properties similar to the Subject Property; (v) anticipated discounts upon resale of the Subject Property as a distressed or foreclosed property; (vi) the fact of additional collateral (if any), for the Secured Obligations; and (vii) such other factors or matters that Beneficiary (in its sole and absolute discretion) deems appropriate. In regard to the above, Trustor acknowledges and agrees that: (w) Beneficiary is not required to use any or all of the foregoing factors to determine the amount of its credit bid; (x) this Section does not impose upon Beneficiary any additional obligations that are not imposed by law at the time the credit bid is made; (y) the amount of Beneficiary's credit bid need not have any relation to any loan-to value ratios specified in the Loan Documents or previously discussed between Trustor and Beneficiary; and (z) Beneficiary's credit bid may be (at Beneficiary's sole and absolute discretion) higher or lower than any appraised value of the Subject Property. Nothing herein shall diminish or affect Trustor's right to a fair value determination in accordance with the provisions of Code of Civil Procedure Section 5802.

6.3 Application of Foreclosure Sale Proceeds. After deducting all costs, fees and expenses of Trustee, and of this trust, including, without limitation, cost of evidence of title and attorneys' fees in connection with sale and costs and expenses of sale and of any judicial proceeding wherein such sale may be made, Trustee shall apply all proceeds of any foreclosure sale: (i) to payment of all sums expended by Beneficiary under the terms hereof and not then repaid, with accrued interest at the rate of interest specified in the Note to be applicable on or after maturity or acceleration of the Note; (ii) to payment of all other Secured Obligations; and (iii) the remainder, if any, to the person or persons legally entitled thereto.

6.4 Application of Other Sums. All sums received by Beneficiary under Section 6.2 or Section 3.2, less all costs and expenses incurred by Beneficiary or any receiver under Section 6.2 or Section 3.2, including, without limitation, attorneys' fees, shall be applied in payment of the Secured Obligations in such order as Beneficiary shall determine in its sole discretion; provided, however, Beneficiary shall have no liability for funds not actually received by Beneficiary.

6.5 No Cure or Waiver. Neither Beneficiary's nor Trustee's nor any receiver's entry upon and taking possession of all or any part of the Subject Property, nor any collection of rents, issues, profits, insurance proceeds, condemnation proceeds or damages, other security or 103
proceeds of other security, or other sums, nor the application of any collected sum to any Secured Obligation, nor the exercise or failure to exercise of any other right or remedy by Beneficiary or Trustee or any receiver shall cure or waive any breach, Default or notice of default under this Deed of Trust, or nullify the effect of any notice of default or sale (unless all Secured Obligations then due have been paid and performed and Trustor has cured all other defaults), or impair the status of the security, or prejudice Beneficiary or Trustee in the exercise of any right or remedy, or be construed as an affirmation by Beneficiary of any tenancy, lease or option or a subordination of the lien of this Deed of Trust.

6.6 Payment of Costs, Expenses and Attorney's Fees. Trustor agrees to pay to Beneficiary immediately and without demand all costs and expenses incurred by Trustee and Beneficiary pursuant to subparagraphs (a) through (i) inclusive of Section 6.2 (including, without limitation, court costs and attorneys' fees, whether incurred in litigation or not) with interest from the date of expenditure until said sums have been paid at the rate of interest then applicable to the principal balance of the Note as specified therein. In addition, Trustor shall pay to Trustee all Trustee's fees hereunder and shall reimburse Trustee for all expenses incurred in the administration of this trust, including, without limitation, any attorneys' fees.

ARTICLE VII. MISCELLANEOUS PROVISIONS

7.1 Additional Provisions. The Loan Documents contain or incorporate by reference the entire agreement of the parties with respect to matters contemplated herein and supersede all prior negotiations. The Loan Documents grant further rights to Beneficiary and contain further agreements and affirmative and negative covenants by Trustor which apply to this Deed of Trust and to the Subject Property and such further rights and agreements are incorporated herein by this reference.

7.2 Merger. No merger shall occur as a result of Beneficiary's acquiring any other estate in, or any other lien on, the Subject Property unless Beneficiary consents to a merger in writing.

7.3 Obligations of Trustor, Joint and Several. If more than one person has executed this Deed of Trust as "Trustor," the obligations of all such persons hereunder shall be joint and several.

7.4 Non-Recourse Obligation. In the event of any default under the terms of the Note or this Deed of Trust, the sole recourse of Beneficiary for any and all such defaults shall be by judicial foreclosure or by the exercise of the trustee's power of sale, and neither Trustor nor any Partner thereof shall be personally liable for the payment of the Note or for the payment of any deficiency established after judicial foreclosure or trustee's sale; provided, however, that the foregoing shall not in any way affect any rights Beneficiary may have (as a secured party or otherwise) hereunder or under the Agreement or this Deed of Trust to recover directly from Trustor any amounts secured by this Deed of Trust, or any funds, damages or costs (including without limitation reasonable attorneys' fees and costs) incurred by Beneficiary as a result of fraud, misrepresentation or waste, and any costs and expenses incurred by Beneficiary in connection thereof (including without limitation reasonable attorneys' fees and costs).

7.5 Waiver of Marshalling Rights. Trustor, for itself and for all parties claiming through or under Trustor, and for all parties who may acquire a lien on or interest in the Subject Property, hereby waives all rights to have the Subject Property and/or any other property, including, without limitation, the Collateral, which is now or later may be security for any Secured Obligation ("Other Property") marshalled upon any foreclosure of this Deed of Trust or on a foreclosure of any other security for any of the Secured Obligations. Beneficiary shall have the right to sell, and any court in which foreclosure proceedings may be brought shall have the right to order a sale of, the Subject Property and any or all of the Collateral or Other Property as a whole or in separate parcels, in any order that Beneficiary may designate. 104

7.6 Rules of Construction. When the identity of the parties or other circumstances make it appropriate the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. The term "Subject Property" means all and any part of the Subject Property and any interest in the Subject Property.

7.7 Successors in Interest. The terms, covenants, and conditions herein contained shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto; provided, however, that this Section does not waive or modify the provisions of Section

5.12. 7.8 Execution in Counterparts. This Deed of Trust may be executed in any number of counterparts, each of which, when executed and delivered to Beneficiary, will be deemed to be an original and all of which, taken together, will be deemed to be one and the same instrument.

7.9 California Law. This Deed of Trust shall be construed in accordance with the laws of the State of California, except to the extent that Federal laws preempt the laws of the State of California.
7 .10 Incorporation. Exhibit A is incorporated into this Deed of Trust by this reference.
7 .11 Notices. All notices or other communications required or permitted to be given pursuant to the provisions of this Deed of Trust shall be in writing and shall be considered as properly given if delivered personally or sent by first class U.S. mail, postage prepaid, except that notice of a Default may be sent by certified mail, return receipt requested, or by overnight express mail or by commercial courier service, charges prepaid. Notices so sent shall be effective three (3) days after mailing, if mailed by first class mail, and otherwise upon receipt at the addresses set forth below. For purposes of notice, the addresses of the parties shall be:

To Beneficiary:

To Truster:

To Trustee:

With a Copy To:

City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, CA 93063
Attn: Environmental Services Director
Simi Vintage Sycamore 650, L.P.
c/o USA Properties Fund, Inc.

Attn: President and Chief Executive Officer
3200 Douglas Blvd. Suite 200
Roseville, CA 95661
First American Title Insurance Company
National Commercial Services
Attn: Operations Manager/Underwriter
4380 La Jolla Village Drive, Suite 11 O
San Diego, CA 92122
Area Housing Authority of the County of Ventura
Attn: Executive Director
1400 W. Hillcrest Drive
Newbury Park, CA 91320-2721
Any party hereto may change its address for notice hereunder to any other location within the continental United States by the giving of a thirty (30) day notice to the other parties in the manner set forth hereinabove. Truster shall forward to Beneficiary, without delay, any notices, letters or other communications delivered to the Subject Property or to Truster naming Beneficiary, "Lender" or the "Construction Lender" or any similar designation as addressee, or which could reasonably be deemed to affect the ability of Truster to perform its obli.gations to Beneficiary under the Note.
105

7.12 Waiver of Set Off Rights. Trustor hereby waives all rights to set off, against any amount owed by Trustor under the Loan Documents, any claims Trustor may have against Beneficiary, including, without limitation, the rights afforded by California Code of Civil Procedure Section 431.70.

7.13 Trustor's Request for Notice of Default and Notice of Sale. Trustor hereby requests that a copy of any notice of default or notice of sale under this deed of trust be mailed to trustor at the address set forth in section 7.11 of this Deed of Trust.

7.14. Section 42 Provisions. Beneficiary agrees that the lien of this Deed of Trust shall be subordinate to any extended low-income housing commitment (as such term is defined in Section 42(h)(6)(B) of the Internal Revenue Code) (the "Extended Use Agreement") recorded against the Property, provided that such Extended Use Agreement, by its terms, must terminate upon foreclosure under this Deed of Trust or upon transfer of the Property by instrument in lieu of foreclosure, in accordance with Section 42(h)(6)(e) of the internal Revenue Code.

IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and year set forth above.

TRUSTOR:

Simi Vintage Sycamore 650, L.P., a California Limited Partnership By: USA Simi Vintage Sycamore 650, Inc.,
a California corporation, its administrative general partner By: £:�D
President
By: 99Sycamore LLC, a California limited liability
company, its managing general partner
By:

By:

Area Housing Authority of the County of
Ventura, a public body, corporate and
politic, sole me ber
ichael Nigh,
Executive Director
106
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Pl�
On -�t�,:t:i�t>�· JJ�D ___ before me, --��--............,.-�-��l L_ 1 --�
Date
personally appeared --------="----'---""�+-__._--"-'_..._.."-"'" ....... ��--------- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Place Notary Sea/ Above--------------------------------------------------------�opnoNAL --------------------------------------------------------� Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: ____________ _
D Corporate Officer - Title(s): ______ _
D Partner - D Limited D General
0 Individual O Attorney in Fact
D Trustee D Guardian or Conservator
D Other:---------------
Signer Is Representing: _________ _
Signer's Name: ____________ _
D Corporate Officer - Title(s): ______ _
D Partner - D Limited D General
D Individual D Attorney in Fact
D Trustee D Guardian or Conservator
D Other: ______________ _
Signer Is Representing: _________ _
©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 107
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of Califoria I .

County of \J tV\ 't"-u ( 8
On �,(c_\:) 2:5, d'. .Ql..before me, -==--'--_,__,__._\.a..,__,,___--'-""-....___._........,....>....+__,____,=--:..,.__._,i=....>.-4----'--'=''----L.L:.[, rc_, Date ,J \
Here Insert Name and
personally appeared /1; t I C ha 'c ( /\.J I � b
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. -. L. FISHER·H ELTOM
Notary Public - Califomia ,, :;: Ver1tura County �
� Commission # 22.81735
,.y Comm. Expires ,-ar 29, 2023
Place Notary Sea/ Above
I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true an correct.
--------------------------------------------------------�opnoNAL ------------------------------------------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name:-------------
0 Corporate Officer - Title(s): ______ _
D Partner - D Limited D General
D Individual D Attorney in Fact
D Trustee D Guardian or Conservator
D Other:---------------
Signer Is Representing: _________ _
Signer's Name: ____________ _
D Corporate Officer - Title(s): ______ _
D Partner - D Limited D General
D Individual D Attorney in Fact
D Trustee D Guardian or Conservator
D Other: ---------------
Signer Is Representing: _________ _
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©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 108

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May 1, 2025 SENT VIA EMAIL AND USPS
USA Multifamily Management, Inc.

Attn.: Megan Underwood, Compliance Manager
3200 Douglas Boulevard, Suite 200
Roseville, CA 95661
SUBJECT: 2025 INCOME AND RENT LIMITS FOR AFFORDABLE HOUSING UNITS Dear Ms. Underwood:

The California Department of Housing & Community Development (HCD) has released its annual update to Ventura County's income limits schedule, which assists in determining the maximum rents for affordable housing units. The following excerpts from your Affordable Housing Agreement are included for your reference.

HCD RELEASE DATE:

DEVELOPMENT:

LOCATION:

PROJECT TYPE:

STANDARDS:

April 23, 2025
Vintage at Sycamore Senior Apartments
1692 Sycamore Drive, Simi Valley, CA 93065
Multifamily Tax Subsidy Projects (MTSP)
MTSP; CTCAC (from 1/1/2009 to 5/4/2023); LIHTC;
Tax-Exempt Housing Bonds
Pursuant to Section 5.03 of the Affordable Housing Agreement (AHA-R-59) entered into as of March 20, 2020, the allowable rent adjustment for the Affordable Housing Units is as follows:

The enclosed income limits were published by HCD for use by MTSPs. Your project's Affordable Housing Agreement with the City, provides that the annual rental rate increase for existing tenants is limited to the lesser of: (a) 3.0%; or (b) the percentage increase in the Area Median Income (AMI) Limit for Ventura County, provided that resulting rents do not exceed 30% of 50% of 1 /12th of the Area Median Income (AMI) for the 10 Very Low-Income Units, or 30% of 60% of 1112th of AMI for the 38 Low-Income Units.

If a household exceeds the income limits at the time of recertification or to obtain a copy of your Affordable Housing Agreement, please contact housing staff at [email protected] or (805) 583-6779.

Dee Dee Cavanaugh, Mayor Mike Judge, Mayor Pro Tern Elaine P. Litster, Council Member Rocky Rhodes, Council Member Joseph D. Ayala, Council Member 2929 Tapo Canyon Road, Simi Valley, CA 93063-2199 805.583.6700 www.simwalley.org H 3/5-25(ej)

ATTACHMENT C
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If you have any questions, please contact me at (805) 583-6872.

Sincerely,
/µ�
Daniel Franco, Management Analyst
Department of Environmental Services
Enclosures
cc: Senior Management Analyst, C. McCullough
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110
# of Units/
Type
10 - 1 bdrm
38 - 1 bdrm
Vintage at Sycamore Senior Apartments
2025 Rent and Income Limits
City Affordable Units
Effective April 23, 2025
Maximum Rents
Very Low Income
Max Rent 3% increase CTCAC1 30%of
50%160% from from 2024 Rent of 1112 2024 Rents Limits AM/2 $1,132 $1,166 $1,403 $1,497
Low Income
$1,358 $1,399 $1,684 $1,797
Income Limits4
Household Very Low Low Income
Size Income (60% AMI) (50% AMI)
1 $52,400 $62,880
2 $59,900 $71,880
3 $67,400 $80,880
2025
Maximum
Gross
Rent
(less utility
allowance)3
$1,132
$1,358
Section 7.01 of the Affordable Housing Agreement specifies that the assumed household size utilizing applicable CTCAC Standards. The Rent Tables published by CTCAC follows the guidelines for occupancy as determined by HUD using the maximum income limits and person to bedroom ratio of 1.5 persons per bedroom. 1 CTCAC = California Tax Credit Allocation Committee publishes rent and income limits for projects (from 1/1/2009 to 5/4/2023). Resulting rents do not include utility allowances. (www.treasurer.ca.gov/ctcac/2025/su pplemental.asp )
2 AMI= Area Median Income for Ventura County as published by the US Department of Housing and Urban Development (HUD).
3 The specified Rent Ceiling does not include utility allowance. Community Management shall be responsible to apply the appropriate utility allowance. 4 MTSP Income Limits published by HUD may also be found via the Area Housing Authority of the County of Ventura website. The Agreement qualifies all affordable unit tenants at the HUD-published figures for Ventura County at the Very Low-Income level.

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Simi Valley City CouncilJuly 21, 2025

Simi Valley City Council
July 21, 2025