Agenda packet, first session — South Lake Tahoe City Council, December 9, 2025 (part 5 of 5)

3. Purchase Price between Seller and City.
a) The purchase price to be paid by City to Seller (“ City Purchase Price”) for the Property shall be the amount of One Million and 00/100th Dollars 1,000,000.00). City has the right to independently verify the square footage of the improvements and land, and agrees that if the square footage varies from that recited in this Agreement or in any materials provided by Seller or any representative, such variation shall have no effect on the City Purchase Price.

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4. Payment of City Purchase Price. The City Purchase Price shall be payable by City to Seller as follows:
a) Deposit of City Purchase Price. On or before the Close of City Escrow ( as defined below), City shall deposit with an escrow company mutually agreed by Seller and City (“ City Escrow Holder”) the City Purchase Price, in immediately available funds, which shall be paid to Seller at Close of City Escrow. b) Time of the Essence. Time shall be of the essence with respect to City and Buyer’ s obligations to pay all funds under this Agreement.

5. City Escrow.
a) Opening of City Escrow. Within ten (10) calendar days after City and Seller’s mutual agreement on City Escrow Holder, City shall open escrow (“ City Escrow”) with City Escrow Holder. City and Seller agree to execute and deliver to City Escrow Holder, in a timely manner, all escrow instructions necessary to consummate the City’s Property purchase and Seller’ s Property sale transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict with, amend or supersede any portion of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control. City Escrow Holder shall, upon receipt of a fully executed copy of this Agreement, sign and date the Receipt by City Escrow Holder attached hereto, and distribute it to all parties listed in the Notices” sections of the Agreement.
b) Close of City Escrow. For the purpose of this Agreement, the “ Close of City Escrow” shall be defined as the date that the City Grant Deed and Affordable Housing Covenant ( each as defined in Section 6, below) are recorded in the Official Records of the County. The Close of City Escrow shall occur at a date and time mutually approved by City and Seller, but in no event later than six months after the date all Conditions Precedent to Effectiveness as provided in Section 2 have been satisfied and any extensions mutually agreed- upon by Seller and City.

6. Conditions of Title for City Escrow. The Property shall be conveyed to City by Seller by a grant deed, substantially in the form attached hereto as Exhibit B-1 City Grant Deed”), subject only to ( a) such title matters ( other than liens to secure payment of real estate taxes and assessments, including supplemental taxes) affecting the Property created by or with the written consent of City and Buyer; ( b) the Declaration of Affordable Housing Covenants, Conditions and Restrictions, substantially in the form attached hereto as Exhibit C (“ Affordable Housing Covenant”), to be recorded in the Official Records of the County immediately following the City Grant Deed; ( c) all applicable laws, ordinances, rules and governmental regulations ( including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; ( d) all matters which would be apparent from an inspection of the Property; ( e) all matters which would be disclosed by a survey of the C-240-2023 788
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Property; and (f) exceptions which are approved and/or accepted by City in accordance with Section 8(a)(i) of this Agreement ( collectively, “ City Approved Conditions of Title”). As the Property is publicly owned, it is exempt from property taxes, although tenants may be subject to possessory interest taxes under Revenue and Taxation Code Section 107, etc.

7. City Title Policy. Title in favor of City shall be evidenced by City Escrow Holder’ s title insurance underwriter (“ City Escrow Title Company”) issuing its standard California Land Title Association (“ CLTA”) Owner’ s Policy of Title Insurance to City in an amount equal to the City Purchase Price, showing title to the Property vested in City, subject only to the City Approved Conditions of Title (“ City Title Policy”). City shall pay all expense of issuing the City Title Policy, including ( if City elects to have City Escrow Title Company issue its American Land Title Association (“ ALTA”) Extended Coverage Owner’ s Policy of Title Insurance), the expense of such ALTA premium increment and any survey costs associated with such ALTA policy. In addition, City shall pay for any endorsements to the City Title Policy. City’s ability to obtain an ALTA policy shall not be a condition to the Close of City Escrow.

8. Conditions to Close of City Escrow.
a) Conditions to City’s Obligations. The Close of City Escrow and City’s obligation to consummate the City’s purchase of the Property contemplated by this Agreement are subject to the satisfaction of the following conditions ( or Buyer’s waiver in writing thereof) for City’s benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Close of Escrow in the absence of a specified date:
i) Title. Pursuant to the terms and conditions of this subsection, City shall have the right to approve any and all matters of and exceptions to title of the Property, as disclosed by the following documents and instruments ( collectively, “ Title Documents”): ( A) a Preliminary Report issued by City Escrow Holder with respect to the Property; and ( B) legible copies of all documents, whether recorded or unrecorded, referred to in such Preliminary Report. Seller shall cause City Escrow Holder to deliver the Title Documents to City and Buyer within five calendar days following the opening of City Escrow. City shall have until 5:00 PM (local time) on the date that is 30 days before the last possible date for “Close of City Escrow” ( as defined and provided in Section 5(b) City Contingency Period”) to give Seller and Escrow Holder written notice (“ City Title Notice”) of City’s approval or disapproval of the Title Documents. The failure of City to give City Title Notice to Seller within the specified time period shall be deemed City’s disapproval of the Title Documents. In the event that City Title Notice disapproves, or is deemed to have disapproved, of any matter of title shown in the City Title Documents, Seller shall, within five calendar days after City Title Notice is received by Seller, give City written notice (“ Seller’ s Title Notice”) of those disapproved title matters, if any, which City is unwilling or unable after reasonable and good faith efforts to have eliminated from title to the Property by the Close of City Escrow. Seller’s failure to provide Seller’s Title Notice within said five calendar day period shall be deemed Seller’ s election not to remove any of the disapproved exceptions in City Title Notice. Notwithstanding the foregoing, C-240-2023 789
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Seller agrees to remove on the close of City Escrow any deeds of trust, if any, whereby Seller is the trustor or borrower which are currently recorded against the Property. If Seller is unable or unwilling to remove all of the title matters objected to by City in City Title Notice, or fails to deliver Seller’s Title Notice, City shall have five calendar days from receipt of Seller’s Title Notice, or expiration of the time period within which Seller is to respond, to notify Seller in writing that either ( 1) City is willing to purchase the Property, subject to such disapproved exceptions, or (2) City elects to terminate this transaction.

Failure of City to take either one of the actions described in clause (1) or (2) in the previous sentence shall be deemed to be City’s election to take the action described in clause ( 2).

If this Agreement is terminated pursuant to this Section 8(a)(i), Buyer will comply with Section 32(l) below, and, except as otherwise provided in this Agreement, Seller, City and Buyer will have no further obligations or rights to any another under this Agreement; ii) Inspections and Studies/ Costs. During the City Contingency Period, City shall have the right to conduct any and all non-destructive inspections, investigations, tests and studies ( including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural inspections, engineering tests, economic feasibility studies and soils, seismic and geologic reports and environmental testing) with respect to the Property as City may elect to make or maintain.

Buyer may also authorize its consultants to visit and inspect the site as necessary. The cost of any such inspections, tests and/or studies shall be borne by City.

Between the Effective Date and the Close of City Escrow, City and City’s employees, agents, contractors, subcontractors and consultants ( collectively, City’ s Representatives”) shall have the right to enter upon the Property, at reasonable times during ordinary business hours upon notice to Seller at least one business day prior to entry, to perform such inspections, investigations, tests and studies. City, in performing its inspections, investigations, tests and studies hereunder shall not unreasonably interfere with the operation of the Property, and agrees to coordinate its activities on the Property with Seller in advance to avoid any such interference. Following any such tests or inspections, City agrees to promptly return any portions of the Property damaged or altered by City during such tests or inspections to substantially the same condition which existed prior to such test or inspection.

City shall indemnify, defend and hold Seller and the Property harmless from any and all claims, damages or liabilities arising out of or resulting from the entry onto or activities upon the Property by City or City’s Representatives or liens arising from City’s due diligence review of the Property. Prior to any entry on to the Property by any of City’s Representatives, City shall deliver to Seller an endorsement to a commercial general liability insurance policy which evidences that such City’s Representative is carrying a commercial general liability insurance policy with a financially responsible insurance company acceptable to Seller, covering the activities of such City’s Representative on or upon the Property. Such endorsement shall evidence that such insurance policy shall have a per occurrence limit of at least One Million and 00/100th Dollars ($ 1,000,000.00) and an aggregate limit of at least Three Million and 00/100th Dollars ($ 3,000,000.00), shall name Seller as an additional insured, and shall be primary C-240-2023 790
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and non-contributing with any other insurance, self-insurance or joint self-insurance available to Seller.

Prior to the expiration of the City Contingency Period, City shall deliver to Seller and City Escrow Holder written notice (“ City Contingency Period Notice”) of its approval or disapproval of the Property and the Documents and Materials as defined in Section 8(a)(viii), below). ( The City Contingency Period Notice may, but need not, be combined with the City Title Notice.) The City Contingency Period Notice to the City Escrow Holder shall be accompanied by the Natural Hazards Disclosure Statement ( if not yet signed and returned to Seller). The failure of City to timely deliver the City Contingency Period Notice shall be deemed to constitute City’s disapproval of the Property and the Documents and Materials. Buyer will comply with Section 32(l) below, and, except as otherwise provided in this Agreement, Seller, City and Buyer will have no further obligations or rights to one another under this Agreement.

If this Agreement is terminated pursuant to this subsection, Buyer shall deliver to Seller (a) the Documents and Materials delivered to Buyer by City or Seller, and ( b) at no cost and without warranty as to correctness, copies of all reports, studies, maps and engineering studies that were generated by third parties for Buyer with respect to the Property, including, but not limited to, all environmental reports, surveys, marketing reports, geotechnical reports, lot studies and improvement plans; iii) Other Development Matters. [ Intentionally omitted] iv) City Title Insurance. As of the Close of City Escrow, City Escrow Title Company shall have committed to issue the City Title Policy to City; v) City’s Representations. All representations and warranties made by Seller to City in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects as of the Close of City Escrow; vi) Natural Hazards Disclosure Statement. No later than ten calendar days prior to the scheduled expiration of the Contingency Period, Seller shall deliver to City a Natural Hazards Disclosure Statement for the Property. City shall have approved the Natural Hazards Disclosure Statement and returned a signed copy thereof to Seller by the expiration of the Contingency Period;
vii) City’s Obligations. As of the Close of City Escrow, Seller shall have performed all of the obligations required to be performed by Seller under this Agreement; and
viii) Documents and Materials. Within ten calendar days after the Effective Date, Seller shall deliver to City and Buyer all of the documents and materials described on Exhibit D attached hereto, to the extent within Seller’ s, or the current property manager’ s, possession or control (“ Documents and Materials”). Upon delivery of the Documents and Materials, Seller shall deliver an acknowledgment letter to City and C-240-2023 791
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Buyer setting forth the date of compliance with this Section 8(a)(viii) and setting forth the list of Documents and Materials actually delivered to City and Buyer. Seller makes no representation or warranty as to the accuracy or completeness of any of the Documents and Materials which were not prepared by Seller.
b) Conditions to Seller’s Obligations for Close of City Escrow. The Close of City Escrow and Seller’s obligation to consummate the sale of the Property to City contemplated in this Agreement are subject to the satisfaction of the following conditions ( or Seller’ s waiver thereof) for Seller’s benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Close of City Escrow in absence of a specified date:
i) City’s Obligations. City shall have timely performed all of the obligations required to be performed by City to that date under this Agreement; ii) City’s Representations. All representations and warranties made by City to Seller in this Agreement applicable to City’s purchase of the Property from Seller shall be true and correct on the date hereof and shall be true and correct in all material respects as of the Close of City Escrow;
iii) Affordable Housing Covenant. Prior to the Close of City Escrow, City shall have deposited with Escrow Holder a duly executed and acknowledged Affordable Housing Covenant, in recordable form;
iv) City Purchase Price. City shall have timely delivered the City Purchase Price and other sums owing under this Agreement in connection with City’s purchase of the Property in good funds to City Escrow Holder and fully, faithfully and timely performed all of its other obligations under this Agreement applicable to City’s purchase of the Property from Seller; and
v) Natural Hazards Disclosure Statement. Prior to the end of the City Contingency Period, City shall have returned a signed copy of the Natural Hazards Disclosure Statement to the Seller, which shall be mutually acceptable to both City and Seller.
c) Failure of Condition to Close of City Escrow. If any of the conditions set forth in Section 8(a) or Section 8(b) are not timely satisfied or waived by the appropriate benefited party for a reason other than the default of Buyer or City, this Agreement shall terminate, Buyer will comply with Section 32(l) below, and except as otherwise provided herein, the parties shall have no further obligations hereunder.

9. Deposits By Seller. Prior to the Close of City Escrow, Seller shall deposit with City Escrow Holder the following documents:

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a) City Grant Deed. The City Grant Deed, duly executed and acknowledged in recordable form by Seller, conveying fee simple title to the Property to City.
b) FIRPTA Certificate. A certification, acceptable to City Escrow Holder, duly executed by Seller under penalty of perjury, setting forth Seller’ s address and federal tax identification number in accordance with and/or for the purpose of the provisions of Sections 7701 and 1445, as may be amended, of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. c) California Franchise Tax Withholding. A certification, acceptable to City Escrow Holder, that Seller is exempt from the withholding provisions of the California Revenue and Taxation Code, as may be amended from time to time, and that neither City nor City Escrow Holder is required to withhold any amount from the City Purchase Price pursuant to such provisions.

10. Deposits By City. Prior to the Close of City Escrow, City shall deposit or cause to be deposited with City Escrow Holder the following:
a) City Purchase Price. The City Purchase Price ( as adjusted by prorations provided for herein), in cash or immediately available funds. b) Affordable Housing Covenant. Affordable Housing Covenant duly executed and acknowledged by City.

11. Purchase Price between City and Buyer.
a) The purchase price to be paid by Buyer to City (“ Buyer Purchase Price”) for the Property shall be the greater of (i) the City Purchase Price and ( ii) the value determined by an appraisal performed by a “ Qualified Appraiser” ( as defined below), in compliance with applicable financing and subsidy requirements and regulations. Buyer has the right to independently verify the square footage of the improvements and land, and agrees that if the square footage varies from that recited in this Agreement or in any materials provided by Seller, City or any representative, such variation shall have no effect on the Buyer Purchase Price. b) A “ Qualified Appraiser” shall be an appraiser licensed in the State of California with at least 10 consecutive years’ experience in appraising properties in the South Lake Tahoe area, reasonably acceptable to both City and Buyer.

12. Payment of Buyer Purchase Price. The Buyer Purchase Price shall be payable by Buyer to City as follows:
a) Deposit of Buyer Purchase Price. On or before Close of Buyer Escrow, Buyer shall deposit with an escrow company mutually agreed by City and Buyer which may or may not be City Escrow Holder, “ Buyer Escrow Holder”) ( i) One Million C-240-2023 793
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Dollars ($ 1,000,000) in immediately available funds, which shall be paid to City at Close of Buyer Escrow, and (ii) the remainder ( if any), in the form of an approximately 55 year or longer) non-recourse subordinated secured promissory note, payable from a portion of residual receipts from the Project, in form and substance, and with such security, in form and substance reasonably satisfactory to City and Buyer. b) Time of the Essence. Time shall be of the essence with respect to City and Buyer’s obligations to pay all funds and other closing consideration for the Buyer’s purchase of the Property under this Agreement.

13. Buyer Escrow.
a) Opening of Buyer Escrow. Within ten (10) calendar days after Buyer and City’s mutual agreement on Buyer Escrow Holder, Buyer shall open escrow (“ Buyer Escrow”) with Buyer Escrow Holder. Buyer and City agree to execute and deliver to Buyer Escrow Holder, in a timely manner, all escrow instructions necessary to consummate the Buyer’ s Property purchase and City’s Property sale transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict with, amend or supersede any portion of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control. Buyer Escrow Holder shall, upon receipt of a fully executed copy of this Agreement, sign and date the Receipt by Buyer Escrow Holder attached hereto, and distribute it to all parties listed in the “Notices” sections of the Agreement. b) Close of Buyer Escrow. For the purpose of this Agreement, the Close of Buyer Escrow” shall be defined as the date that Buyer Grant Deed (as defined in Section 14, below) are recorded in the Official Records of the County. The Close of Buyer Escrow shall occur at a date and time mutually approved by City and Seller, but in no event later than the Termination Date ( as defined in Section 27 below) and any extensions mutually agreed- upon thereof by City and Buyer.

14. Conditions of Buyer Title. The Property shall be conveyed to Buyer by City by a grant deed, substantially in the form attached hereto as Exhibit B-2 (“ Buyer Grant Deed”), subject only to (a) such title matters ( other than liens to secure payment of real estate taxes and assessments, including supplemental taxes) affecting the Property created by or with the written consent of City and Buyer; ( b) the recorded Affordable Housing Covenant; ( c) all applicable laws, ordinances, rules and governmental regulations ( including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; ( d) all matters which would be apparent from an inspection of the Property; ( e) all matters which would be disclosed by a survey of the Property; and (f) exceptions which are approved and/or accepted by Buyer in accordance with Section 14(a)(i) of this Agreement ( collectively, Buyer Approved Conditions of Title”). As the Property will be publicly owned before Close of Buyer Escrow, it is exempt from property taxes, although tenants may be subject to possessory interest taxes under Revenue and Taxation Code Section 107, etc.

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15. Buyer Title Policy. Title in favor of Buyer shall be evidenced by Buyer Escrow Holder’ s title insurance underwriter (“ Buyer Escrow Title Company”) issuing its standard California Land Title Association (“ CLTA”) Owner’ s Policy of Title Insurance to Buyer in an amount equal to the Buyer Purchase Price, showing title to the Property vested in Buyer, subject only to the Buyer Approved Conditions of Title (“ Buyer Title Policy”). Buyer shall pay all expense of issuing the Buyer Title Policy, including ( if Buyer elects to have Buyer Escrow Title Company issue its American Land Title Association ALTA”) Extended Coverage Owner’ s Policy of Title Insurance), the expense of such ALTA premium increment and any survey costs associated with such ALTA policy. In addition, Buyer shall pay for any endorsements to the Buyer Title Policy. Buyer’s ability to obtain an ALTA policy shall not be a condition to Close of Buyer Escrow.

16. Conditions to Close of Buyer Escrow.
a) Conditions to Buyer’ s Obligations. The Close of Buyer Escrow and Buyer’s obligation to consummate its purchase of the Property from City contemplated by this Agreement are subject to the satisfaction of the following conditions ( or Buyer’ s waiver in writing thereof) for Buyer’ s benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Close of Buyer Escrow in the absence of a specified date:
i) Title. Pursuant to the terms and conditions of this subsection, Buyer shall each have the right to approve any and all matters of and exceptions to title of the Property, disclosed by the following documents and instruments ( collectively, Buyer Title Documents”): ( A) a Preliminary Report issued by Buyer Escrow Holder with respect to the Property; and (B) legible copies of all documents, whether recorded or unrecorded, referred to in such Preliminary Report. City shall cause Buyer Escrow Holder to deliver the Buyer Title Documents to Buyer within five calendar days following the opening of Buyer Escrow. Buyer shall have until 5:00 PM (local time) on the date that is three (3) months prior to the Termination Date (“ Buyer Contingency Period”) to give City and Buyer Escrow Holder written notice (“ Buyer Title Notice”) of Buyer’s approval or disapproval of the Buyer Title Documents. The failure of Buyer to give Buyer Title Notice to City within the specified time period shall be deemed Buyer’ s disapproval of the Buyer Title Documents. In the event that Buyer Title Notice disapproves, or is deemed to have disapproved, of any matter of title shown in the Buyer Title Documents, City shall, within five calendar days after Buyer Title Notice is received by City, give Buyer written notice (“ City Title Notice”) of those disapproved title matters, if any, which City is unwilling or unable after reasonable and good faith efforts to have eliminated from title to the Property by the Close of Buyer Escrow. City’s failure to provide City Title Notice within said five calendar day period shall be deemed City’s election not to remove any of the disapproved exceptions in Buyer Title Notice. Notwithstanding the foregoing, City agrees to remove on the Close of Buyer Escrow any deeds of trust, if any, whereby City is the trustor or borrower which are currently recorded against the Property. If City is unable or unwilling to remove all of the title matters objected to by Buyer in Buyer Title Notice, or fails to deliver City Title Notice, Buyer shall have five calendar days from receipt of City Title Notice, or expiration of the time period within which City is to respond, to notify City C-240-2023 795
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in writing that either ( 1) Buyer is willing to purchase the Property, subject to such disapproved exceptions, or (2) Buyer elects to terminate this transaction. Failure of Buyer to take either one of the actions described in clause ( 1) or (2) in the previous sentence shall be deemed to be Buyer’ s election to take the action described in clause ( 2). If this Agreement is terminated pursuant to this Section 16(a)(i), Buyer will comply with Section 32(l) below, and, except as otherwise provided in this Agreement, City and Buyer will have no further obligations or rights to one another under this Agreement; ii) Inspections and Studies/ Costs. During the Buyer
Contingency Period, Buyer shall have the right to conduct any and all non-destructive inspections, investigations, tests and studies ( including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural inspections, engineering tests, economic feasibility studies and soils, seismic and geologic reports and environmental testing) with respect to the Property as Buyer may elect to make or maintain. Buyer may also authorize its consultants to visit and inspect the site as necessary. The cost of any such inspections, tests and/or studies shall be borne by Buyer.

Between the Effective Date and the Close of Buyer Escrow, Buyer and Buyer’ s employees, agents, contractors, subcontractors and consultants collectively, “ Buyer’ s Representatives”) shall have the right to enter upon the Property, at reasonable times during ordinary calendar hours upon notice to City ( and if prior to Close of City Escrow, Seller) at least one calendar day prior to entry, to perform such inspections, investigations, tests and studies. Buyer, in performing its inspections, investigations, tests and studies hereunder shall not unreasonably interfere with the operation of the Property, and agrees to coordinate its activities on the Property with City and Seller if prior to Close of City Escrow) in advance to avoid any such interference.

Following any such tests or inspections, Buyer agrees to promptly return any portions of the Property damaged or altered by Buyer during such tests or inspections to substantially the same condition which existed prior to such test or inspection.

Buyer shall indemnify, defend and hold Seller, City and the Property harmless from any and all claims, damages or liabilities arising out of or resulting from the entry onto or activities upon the Property by Buyer or Buyer’s Representatives or liens arising from Buyer’ s due diligence review of the Property. Prior to any entry on to the Property by any of Buyer’ s Representatives, Buyer shall deliver to City and Seller an endorsement to a commercial general liability insurance policy which evidences that such Buyer’s Representative is carrying a commercial general liability insurance policy with a financially responsible insurance company acceptable to City and Seller, covering the activities of such Buyer’ s Representative on or upon the Property. Such endorsement shall evidence that such insurance policy shall have a per occurrence limit of at least One Million and 00/100th Dollars ($ 1,000,000.00) and an aggregate limit of at least Three Million and 00/100th Dollars ($ 3,000,000.00), shall name City and Seller as an additional insured, and shall be primary and non-contributing with any other insurance, selfinsurance or joint self-insurance available to City or Seller.

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Prior to the expiration of the Buyer Contingency Period, Buyer shall deliver to City and Escrow Holder written notice (“ Buyer Contingency Period Notice”) of its approval or disapproval of the Property and the Documents and Materials. ( The Buyer Contingency Period Notice may, but need not, be combined with the Buyer Title Notice.) The Buyer Contingency Period Notice to the Escrow Holder shall be accompanied by the Natural Hazards Disclosure Statement ( if not yet signed and returned to City). The failure of Buyer to timely deliver the Buyer Contingency Period Notice shall be deemed to constitute Buyer’s disapproval of the Property and the Documents and Materials. Buyer will comply with Section 32(l) below, and, except as otherwise provided in this Agreement, City and Buyer will have no further obligations or rights to one another under this Agreement.

If this Agreement is terminated pursuant to this subsection, Buyer shall deliver to City (a) the Documents and Materials delivered to Buyer by City or Seller, and ( b) at no cost and without warranty as to correctness, copies of all reports, studies, maps and engineering studies that were generated by third parties for Buyer with respect to the Property, including, but not limited to, all environmental reports, surveys, marketing reports, geotechnical reports, lot studies and improvement plans.

Buyer’s defense, indemnity and hold harmless obligations under this section shall survive expiration or termination of this Agreement for any reason; iii) Other Development Matters. Prior to Close of Buyer Escrow, and as a condition thereof:

I) the CEQA/NEPA process for the proposed Project will
have been completed;
II) Buyer shall have obtained all discretionary land-use approvals for the proposed Project, including without limitation final development approvals from the City and the Tahoe Regional Planning Agency; III) Buyer shall have debt and equity financing in place sufficient to fully fund development of the Project; and IV) Buyer shall have entered into a construction contract with a general contractor for construction of the Project; and building permits ready to be issued subject to payment of applicable fees.

Notwithstanding anything to the contrary in this Agreement, the condition in Section 16(iii)(I) above is not waivable by Buyer.
iv) Title Insurance. As of the Close of Buyer Escrow, Buyer Escrow Title Company shall have committed to issue the Buyer Title Policy to Buyer; C-240-2023 797
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v) City’s Representations. All representations and warranties made by City to Buyer in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects as of the Close of Buyer Escrow; vi) Natural Hazards Disclosure Statement. No later than ten calendar days prior to the scheduled expiration of the Buyer Contingency Period, Seller or City shall deliver to Buyer a Natural Hazards Disclosure Statement for the Property.

Buyer shall have approved the Natural Hazards Disclosure Statement and returned a signed copy thereof to City by the expiration of the Seller Contingency Period; vii) City’s Obligations. As of the Close of Buyer Escrow, City shall have performed all of the obligations required to be performed by City under this Agreement with respect to City’s sale of the Property to Buyer; and viii) Documents and Materials. Within ten calendar days after the Effective Date, City shall deliver to Buyer any additional Documents and Materials within the City’s possession or control that were not previously delivered by Seller. Upon delivery of the additional Documents and Materials, City shall deliver an acknowledgment letter to Buyer setting forth the date of compliance with this Section 14(a)(viii) and setting forth the list of additional Documents and Materials actually delivered to Buyer. City makes no representation or warranty as to the accuracy or completeness of any of the Documents and Materials which were not prepared by City b) Conditions to Buyer’ s Obligations for Close of Buyer Escrow. The Close of Buyer Escrow and City’s obligation to consummate the sale of the Property to Buyer contemplated in this Agreement are subject to the satisfaction of the following conditions ( or City’s waiver thereof) for City’s benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Close of Buyer Escrow in absence of a specified date:
i) Buyer’s Obligations. Buyer shall have timely performed all of the obligations required to be performed by Buyer under this Agreement; ii) Buyer’s Representations. All representations and warranties made by Buyer to City in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects as of the Close of Escrow; iii) Buyer Purchase Price. Buyer shall have timely delivered the Buyer Purchase Price and other sums and consideration owing under this Agreement in good funds to Buyer Escrow Holder and fully, faithfully and timely performed all of its other obligations under this Agreement;
iv) Natural Hazards Disclosure Statement. Prior to the end of the Buyer Contingency Period, Buyer shall have returned a signed copy of the Natural Hazards Disclosure Statement to the City and Seller, which shall be mutually acceptable to both Buyer and Seller; and
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v) Performance Under PLDA. If Buyer and City have entered into a PLDA, Buyer shall have timely performed all of the obligations required to be performed by Buyer under the PLDA.
c) Failure of Condition to Close of Buyer Escrow. If any of the conditions set forth in Section 16(a) or Section 16(b) are not timely satisfied or waived by the appropriate benefited party for a reason other than the default of Buyer or City, this Agreement shall terminate, Buyer will comply with Section 32(l) below, and except as otherwise provided herein, the parties shall have no further obligations hereunder.

17. Deposits By City. Prior to the Close of Buyer Escrow, City shall deposit with Buyer Escrow Holder the following documents:
a) Buyer Grant Deed. The Buyer Grant Deed, duly executed and acknowledged in recordable form by City, conveying fee simple title to the Property to Buyer.
b) FIRPTA Certificate. A certification, acceptable to Buyer Escrow Holder, duly executed by City under penalty of perjury, setting forth City’s address and federal tax identification number in accordance with and/or for the purpose of the provisions of Sections 7701 and 1445, as may be amended, of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. c) California Franchise Tax Withholding. A certification, acceptable to Buyer Escrow Holder, that City is exempt from the withholding provisions of the California Revenue and Taxation Code, as may be amended from time to time, and that neither Buyer nor Buyer Escrow Holder is required to withhold any amount from the Buyer Purchase Price pursuant to such provisions.

18. Deposits By Buyer. Prior to the Close of Buyer Escrow, Buyer shall deposit or cause to be deposited with Buyer Escrow Holder the following:
a) Buyer Purchase Price. The Buyer Purchase Price ( as adjusted by prorations provided for herein), in cash or immediately available funds, together with all documents required with respect to the non-cash portion thereof. b) Performance Under PLDA. If Buyer and City have entered into a PLDA, all documents reasonably required by City to demonstrate Buyer’s timely performance of all of the obligations required to be performed by Buyer under the PLDA.

19. Costs and Expenses. As the Seller and City are political subdivisions of the State of California, no documentary transfer taxes or recording fees are required to record either the City Grant Deed or Buyer Grant Deed under Revenue and Taxation Code Section 11922 and Government Code Section 27383, respectively. Except as otherwise specified in this Agreement, City and Seller for City Escrow, and City and Buyer C-240-2023 799
16 4890-7058-9575 v4
for Buyer Escrow, shall equally divide all escrow fees, and costs. Buyer, City and Seller shall each pay all legal and professional fees and fees of other consultants incurred by each of them, respectively. Any costs incurred through either City Escrow or Buyer Escrow relating to the Property that are not specifically allocated to Buyer, City or Seller under this Agreement shall be apportioned in the manner customary in the County.

20. Prorations.
a) Taxes/Assessments. [ Not applicable, as the Property is publicly owned.]
b) Other Expenses. All expenses for the Property ( if any) shall be prorated between Seller and City as of 12:01 a.m. on the day of the Close of City Escrow, and between the City and Buyer as of 12:01 a.m. on the day of the Close of Buyer Escrow, in both cases, based upon the latest available information.

21. Corrections. If any errors or omissions are made regarding adjustments and prorations as set forth herein, the parties shall make the appropriate corrections promptly upon discovery thereof. If any estimates are made at the Close of City Escrow or Close of Buyer Escrow regarding adjustments or prorations, the applicable party shall make the appropriate correction promptly when accurate information becomes available.

Any corrected adjustment or proration shall be paid in cash to the party entitled thereto.

22. Condition and Inspection of Property.
a) Notwithstanding any other provision of this Agreement to the contrary, neither Seller nor City make any representation or warranty ( except as expressly set forth in Section 24 below) whatsoever regarding the Property including, without imitation:
i) The size and dimensions of any portion of the Property; ii) The suitability of the Property for the City or Buyer’s planned use, including availability and adequacy of water, sewage, fire protection, and any utilities serving the Property;
iii) All matters relating to title including extent and conditions of title to the Property, taxes, assessments, and liens;
iv) All legal and governmental laws, statutes, rules, regulations, ordinances, limitations on title, restrictions or requirements concerning the Property including zoning, use permit requirements and building codes; v) Natural hazards, including flood plain issues, currently or potentially concerning or affecting the Property;
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vi) The physical, legal, economic and environmental condition and aspects of the Property, and all other matters concerning the conditions, use or sale of the Property, including any permits, licenses, agreements, and liens, zoning reports, engineers’ reports and studies and similar information relating to the Property, and Hazardous Materials ( as defined below). “ Hazardous Materials” means any and all substances, contaminants, chemicals, wastes, sewage, materials or emissions which are now or hereafter regulated, controlled, prohibited or otherwise affected by any present or future local, state or federal statute, ordinance, code, rule, regulation, order, decree, permit or other law now or hereafter in effect including ( A) any substance defined as a hazardous substance,” “ hazardous material,” “ hazardous waste,” “ toxic substance,” or air pollutant” in ( I) the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“ CERCLA”), 42 U.S.C. § 9601, et seq., ( II) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. §1801, et seq., ( III) the Resource Conservation and Recovery Act, as amended (“ RCRA”), 42 U.S.C. §6901, et seq., ( IV) the Federal Water Pollution Control Act, as amended, 33 U.S.C. §1251, et seq., ( V) the Clean Air Act, as amended, 42 U.S.C. §7401, et seq., (VI) the Toxic Substances Control Act , as amended, 15 U.S.C. §2601, et seq., (VII) the Clean Water Act, as amended, 33 U.S. Code § 1251, et seq., (VIII) the Oil Pollution Act, as amended, 33 U.S.C. §2701, et seq., ( IX) California Health & Safety Code (“ H&S Code”) § 25100, et seq. ( Hazardous Waste Control), ( X) the Hazardous Substance Account Act, as amended, H&S Code 25300, et seq., ( XI) the Unified Hazardous Waste and Hazardous Materials Management Regulatory Program, as amended, H&S Code § 25404, et seq., ( XII) H&S Code § 25531, et seq. ( Hazardous Materials Management), ( XIII) the California Safe Drinking Water and Toxic Enforcement Act, as amended, H&S Code § 25249. 5, et seq., XIV) H&S Code §25280, et seq. (Underground Storage of Hazardous Substances), ( XV) the California Hazardous Waste Management Act, as amended, H&S Code § 25170.1, et seq., ( XVI) H&S Code § 25501, et seq. ( Hazardous Materials Response Plans and Inventory), ( XVII) H&S Code § 18901, et seq. (California Building Standards), ( XVIII) the Porter-Cologne Water Quality Control Act, as amended, California Water Code § 13000, et seq., (XIX) California Fish and Game Code § 5650-5656 and (XX) or any other federal, state or local laws, ordinances, rules, regulations, court orders or common law related in any way to the protection of the environment, health or safety ( collectively, Environmental Laws”); ( B) any substance the presence of which at the Property causes or threatens to cause a nuisance upon the Property or to adjacent properties or poses or threatens to pose a hazard to the health or safety of human beings; and (C) any substance the presence of which at the Property or at nearby or adjacent properties could constitute a trespass. In addition to the foregoing, to the extent not already included therein, the term “ Hazardous Materials” also means ( I) asbestos ( including asbestoscontaining materials); ( II) flammable, explosive, infectious, carcinogenic, mutagenic, or radioactive materials; ( III) petroleum or any substance containing or consisting of petroleum hydrocarbons ( including gasoline, diesel fuel, motor oil, waste oil, grease or any other fraction of crude oil); (IV) paints and solvents; ( V) lead; (VI) cyanide; ( VII) DDT; VIII) printing inks; ( IV) acids; ( X) pesticides; ( XI) ammonium compounds; ( XII) polychlorinated biphenyls; ( XIII) radon and radon gas; and ( XIV) electromagnetic or magnetic materials, substances or emissions;
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vii) Any easements and/or access rights affecting the Property; viii) The financial condition of the Property;
ix) Any contracts and other documents or agreements affecting the Property; and
x) Any other matter of significance affecting the Property.

23. Property Condition Waiver. Following the Close of City Escrow, City waives its right to recover from Seller, and the trustees, members, managers, directors, officers, officials, partners, employees, agents and predecessors of Seller ( collectively, Seller’ s Representatives”), and hereby releases Seller and Seller’s Representatives from, any and all damages, losses, liabilities, costs or expenses whatsoever ( including attorneys’ fees and costs) and claims therefor, whether direct or indirect, known or unknown, foreseen or unforeseen, which may arise on account of or in any way arising out of or connected with ( i) the physical condition of the Property, ( ii) the failure of any improvements or components of the Property to comply with any law or regulation applicable thereto, and ( iii) the environmental condition of the Property. Following the Close of Buyer Escrow, Buyer waives its right to recover from City or Seller, and the trustees, members, managers, directors, officers, officials, partners, employees, agents and predecessors of City or Seller ( collectively, “ City/Seller’ s Representatives”), and hereby releases City, Seller and City/Seller’ s Representatives from, any and all damages, losses, liabilities, costs or expenses whatsoever ( including attorneys’ fees and costs) and claims therefor, whether direct or indirect, known or unknown, foreseen or unforeseen, which may arise on account of or in any way arising out of or connected with ( i) the physical condition of the Property, ( ii) the failure of any improvements or components of the Property to comply with any law or regulation applicable thereto, and ( iii) the environmental condition of the Property. The foregoing waivers and releases shall exclude only those losses, liabilities, damages, costs or expenses, and claims therefor, arising from or attributable to ( x) a material matter actually known to Seller or City excluding constructive notice) and ( 1) not disclosed to City or Buyer and ( 2) not discovered by City prior to the Close of City Escrow or by Buyer prior to the Close of Buyer Escrow, respectively, and ( y) any breach by Seller or City, respectively of each of their express representations or warranties under this Agreement. In connection with foregoing waiver and release, each of City (with respect to Seller) and Buyer (with respect to City and Seller) expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows:

C-240-2023 802
19 4890-7058-9575 v4

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT

TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.”
City’s Initials Buyer’s Initials

24. Seller and City’ s Representations and Warranties. In consideration of City and Buyer entering into this Agreement, Seller and City make the representations and warranties set forth in this Section 24. For the purpose of this Agreement, without creating any personal liability on behalf of such individual, usage of “to Seller’ s actual knowledge,” or words to such effect, shall mean the present, actual knowledge of Joseph Irvin, Executive Director of Seller, excluding constructive knowledge or duty of inquiry, existing as of the Effective Date, and to “City’s actual knowledge,” or words to such effect, shall mean the present, actual knowledge of Joseph Irvin, City Manager of City, excluding constructive knowledge or duty of inquiry, existing as of the Effective Date. In the event that City, prior to Close of City Escrow, becomes aware, from Seller or otherwise, of any inaccuracy or omission in the disclosures, information, or representations previously provided to Buyer by Seller or its consultants or agents, which will have a material, adverse impact on Buyer, the Property or the intended use of the Property, City, as its sole option and remedy, may either ( i) terminate this transaction, thereby waiving any claims or actions that City may have against Seller as a result of such inaccuracy or omission, or (ii) proceed with the Close of City Escrow hereunder, thereby waiving any rights that Buyer may have against Seller as a result of such inaccuracy or omission. City agrees that, under no circumstances, shall City be entitled to purchase the Property hereunder and then bring any claim or action against Seller for damages as a result of such inaccuracy or omission, except if such inaccuracy or omission is based on fraud or intentional misrepresentation by Seller. Similarly, in the event that Buyer, prior to Close of Buyer Escrow, becomes aware, from City or otherwise, of any inaccuracy or omission in the disclosures, information, or representations previously provided to Buyer by City, Seller or either of their consultants or agents, which will have a material, adverse impact on Buyer, the Property or the intended use of the Property, Buyer, as its sole option and remedy, may either ( i) terminate this transaction, thereby waiving any claims or actions that Buyer may have against City or Seller as a result of such inaccuracy or omission, or ii) proceed with the Close of Buyer Escrow hereunder, thereby waiving any rights that Buyer may have against City or Seller as a result of such inaccuracy or omission. Buyer agrees that, under no circumstances, shall Buyer be entitled to purchase the Property hereunder and then bring any claim or action against City or Seller for damages as a result of such inaccuracy or omission, except if such inaccuracy or omission is based on fraud or intentional misrepresentation by City or Seller.

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CBC
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a) Seller and City’s Authority.
i) As of the Effective Date, Seller is the sole owner of fee title to the Property and has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby in the execution, delivery and performance of this Agreement. Furthermore, the execution and delivery of this Agreement has been duly authorized and no other action by Seller is required in order to make it a valid and binding contractual obligation of Seller.

The individual( s) executing this Agreement on behalf of Seller are authorized to do so. ii) Following Close of Buyer Escrow, City will be the sole owner of fee title to the Property and will have the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby in the execution, delivery and performance of this Agreement. Furthermore, the execution and delivery of this Agreement has been duly authorized and no other action by City is required in order to make it a valid and binding contractual obligation of City. The individual( s) executing this Agreement on behalf of City are authorized to do so.
b) No Prior Transfers. Seller has not previously sold, transferred or conveyed the Property, or (except as provided in this Agreement) granted to any other person or entity any right or interest in all or any part of the Property and Seller has not entered into any executory contracts for the sale of all or any part of the Property ( other than this Agreement), nor do there exist any rights of first refusal or options to purchase the Property, other than this Agreement. Similarly, City has not previously sold, transferred or conveyed the Property, or (except as provided in this Agreement) granted to any other person or entity any right or interest in all or any part of the Property and City has not entered into any executory contracts for the sale of all or any part of the Property other than this Agreement), nor do there exist any rights of first refusal or options to purchase the Property, other than this Agreement.
c) Occupancy Agreements. To the Seller’s present actual knowledge and City’s present actual knowledge, there are no leases or other agreements ( whether oral or written) affecting or relating to the rights of any party with respect to the possession of the Property or any portion thereof which ( other than this Agreement) will be in effect after Close of City Escrow or Close of Buyer Escrow.
d) Hazardous Materials. Except as disclosed in the Documents and Materials, to the actual knowledge of Seller and to the actual knowledge of City, the Property is not, as of the date of the Effective Date of this Agreement, in violation of any federal, state or local law, ordinance or regulation relating to Hazardous Materials ( as defined herein), industrial hygiene or the environmental conditions on, under or about the Property including, but not limited to, soil and ground water condition.

25. Buyer’ s Representations and Warranties. In consideration of City entering into this Agreement and as an inducement to City to sell the Property to Buyer, C-240-2023 804
21 4890-7058-9575 v4
Buyer makes the following representations and warranties, each of which is material and is being relied upon by City ( the continued truth and accuracy of which constitutes a condition precedent to City’s obligations hereunder):
a) Buyer’ s Authority. Buyer has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby in the execution, delivery and performance of this Agreement and no other action by Buyer is requisite to the valid and binding execution, delivery and performance of this Agreement. The individual( s) executing this Agreement on behalf of Buyer are authorized to do so.
b) Enforceability. This Agreement and all documents required hereby to be executed by Buyer are and shall be valid, legally binding obligations of and enforceable against Buyer in accordance with their terms. c) Conflicting Documents. Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor the occurrence of the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the materials breach of any terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party. d) No Side Agreements or Representations. Buyer represents, warrants and covenants to City that Buyer has entered into this Agreement based upon its rights and intentions to independently inspect the Property. Except as specifically provided in Section 24 of this Agreement, neither City nor Seller makes any representation or warranty regarding the condition of the Property, its past use, or its suitability for Buyer’s intended use. Buyer will be relying solely upon its own independent inspection, investigation, and analysis of the Property as it deems necessary or appropriate in so acquiring the Property from City, including, without limitation, any and all matters concerning the condition, use, sale, development or suitability of the Property.

26. Damage or Condemnation Prior to Closings. Seller shall promptly notify City and Buyer of any casualty to the Property or any condemnation proceeding considered or commenced prior to the Close of City Escrow, and City shall promptly notify Buyer of any casualty to the Property or any condemnation proceeding considered or commenced after the Close of City Escrow and prior to the Close of Buyer Escrow. If any such damage or proceeding relates to or may result in the loss of any “ material portion” as defined herein) of the Property, Seller or City (with respect to Close of City Escrow) or City or Buyer ( with respect to Close of Buyer Escrow) may, each at its option, elect either to (i) terminate this Agreement, in which event Buyer will comply with Section 32(l) and except as otherwise provided herein no party shall have any further rights or obligations hereunder, or (ii) continue the Agreement in effect, in which event upon the Close of City Escrow, City, and upon the Close of Buyer Escrow, Buyer, shall be entitled C-240-2023 805
22 4890-7058-9575 v4
to any compensation, award, or other payments or relief resulting from such casualty or condemnation proceedings. The term “ material portion” shall mean damages greater than One Hundred Fifty Thousand and 00/100th Dollars ($ 150,000.00).

27. Termination. Notwithstanding any other provision of this Agreement to the contrary, following City’s purchase of the Property from Seller and Seller’ s sale of the Property to City:
a) Unless City and Buyer sign a mutually agreed PLDA, Buyer’ s right to purchase the Property from City and City’s obligation to sell the Property to Buyer shall terminate, without notice or demand, on the date that is the later of (i) 12 months following the later of date this Agreement is signed and the date all Conditions Precedent to Effectiveness as provided in Section 2 have been satisfied, and (ii) 30 days after City’s purchase of the Property from Seller and Seller’ s sale of the Property to City (“ Early Termination Date”). The Early Termination Date may be extended by mutual agreement by City and Buyer, each in its sole discretion.
b) Buyer’s right to purchase the Property from City and City’s obligation to sell the Property to Buyer shall terminate, without notice or demand, on the date that is 24 months following the later of date this Agreement is signed and the date all Conditions Precedent to Effectiveness as provided in Section 2 have been satisfied Termination Date”). Buyer may extend this Agreement for up to two additional 12- month periods ( each, an " Extension Period"), provided that Buyer submits a written notice to City of its intention to extend the Termination Date at least ten (10) days prior to the end of the then-current term, including the original term or any Extension Period. The first Extension Period shall commence immediately following the expiration of the initial 24 months period, and the second Extension Period shall commence immediately following the expiration of the first Extension Period. Any further extension of the Termination Date will require written approval of both City and Buyer, each in its sole discretion.

28. Notices. All notices, demands, consents, requests or other communications required to or permitted to be given pursuant to this Agreement shall be in writing, addressed to the parties in the manner set forth below, and be given only in accordance with the provisions of this Section 28 All such items shall be sent by: personal delivery, in which case notice is effective upon delivery; certified or registered mail, return receipt requested, in which case notice shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; or nationally recognized overnight courier, with charges prepaid or charged to the sender’ s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service ( or, if delivery is not during regular business hours on a business day, then on the next business day).

The addresses of the parties to receive notices are as follows:

To Seller: South Tahoe Redevelopment Successor Agency
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
C-240-2023 806
23 4890-7058-9575 v4
Attention: Joseph Irvin, Executive Director
With a copy to: Agency Attorney
South Tahoe Redevelopment Successor Agency
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
To City: City of South Lake Tahoe
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
Attention: Joseph Irvin, City Manager
With a copy to: City Attorney
City of South Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
To Buyer: Novin Development Corp.
1990 North California Blvd., Suite 800
Walnut Creek, CA 94596
Attention: Iman Novin
Email: inovin@novindevelopment. com
With a copy to: SMR Development LLC,
529 N. Hillview Drive
Boise, ID 83712
Attention: Shellan Rodriguez
Email: shellan@smrdevelopment. com
To City Escrow Holder: As indicated in Receipt of City Escrow Holder To Buyer Escrow Holder: As indicated in Receipt of Buyer Escrow Holder

29. Brokers. Each of Seller, City and Buyer represent that it has not engaged nor is it aware of any person entitled to any brokerage commission or finder’ s fee in connection with any transaction under this Agreement. Each party agrees to indemnify the other parties against any claim asserted against or adjudged against any other party, for any brokerage commission or finder’ s fee or any like compensation occasioned by or as a result of any act or omission of each such party, including all attorney’ s fees, costs, expenses and any other fees incurred by, charged against or adjudicated against, the C-240-2023 807
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other party, whether or not suit is filed, which are related to this indemnity agreement or enforcement thereof.

30. Assignment. Buyer shall not assign its right, title or interest in this Agreement to any other party without the prior written consent of City, which determination may be withheld in Seller’s sole and absolute discretion. Buyer may, however, assign this Agreement and all of Buyer’ s rights under it to an entity in which Buyer has a controlling ownership interest, subject to the terms of this Agreement, provided that (i) such assignee assumes in a writing reasonably acceptable to City, all of the obligations of Buyer, ( ii) City receives prior written notice of such assignment, ( iii) the original Buyer remains fully liable for all Buyer obligations under this Agreement, and (iv) the assignee agrees to execute all documents and perform all obligations of Buyer as if such assignee were the original Buyer under this Agreement.

31. CEQA. To comply with CEQA and give the public the opportunity to be aware of the environmental consequences of the Project, and to fully participate in the CEQA process, the parties acknowledge that neither Seller nor City has any obligation to approve and Buyer has no obligation to develop the Project unless and until the applicable parties have negotiated, executed and delivered mutually acceptable agreements based upon information produced from the CEQA environmental review process and any other public review and hearing processes, subject to all applicable governmental approvals.

Seller and City shall retain discretion in accordance with applicable law before action on the Project by each of Seller and City’s governing bodies to ( i) identify and impose mitigation measures to mitigate significant environmental impacts, if any; (ii) select other feasible alternatives to avoid significant environmental impacts, if any; ( iii) balance the benefits of the Project against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided; or (iv) determine not to proceed with the Project.

32. Miscellaneous.
a) Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. b) Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act except those of the waiving party, which shall be extended by a period of time equal to the period of the delay.

C-240-2023 808
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c) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the grantees, transferees, successors and permitted assigns of the parties hereto.
d) Entire Agreement. This Agreement ( including all Recitals and Exhibits attached hereto), is the final expression of, and contains the entire agreement between and among, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented, superseded, canceled or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein.

Following Close of City Escrow, modifications to this Agreement relating solely to the City’s sale of the Property to Buyer and the Buyer’ s purchase of the Property from City shall not require any consent, approval or signature by the Seller, but may be implemented solely by City and Buyer. The parties do not intend to confer any benefit hereunder on any person, firm or corporation other than the parties hereto. e) Time of Essence. Seller, City and Buyer hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof and that failure to timely perform any of the terms, conditions, obligations or provisions hereof by any party shall constitute a material breach of and a non-curable ( but waivable) default under this Agreement by the party so failing to perform.
f) Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed by the parties to create the relationship of principal and agent, a partnership, joint venture or any other association between or among Buyer, City and Seller.
g) Construction/ Exhibits. Headings at the beginning of each paragraph and subparagraph are solely for the convenience of the parties and are not a part of the Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to paragraphs, Sections, subparagraphs and subsections are to this Agreement. All exhibits referred to in this Agreement are attached and incorporated herein by this reference.
h) Governing Law/Venue. The parties hereto acknowledge that this Agreement has been negotiated and entered into in the State of California. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. The parties hereto agree that the exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the applicable Court of El Dorado County, C-240-2023 809
26 4890-7058-9575 v4
California, or, in the alternative, in cases where Federal jurisdiction is available, in the United States District Court for the Eastern District of California. i) Days of Week. A “business day,” as used herein, shall mean any day other than a Saturday, Sunday or holiday, as defined in Section 6700 of the California Government Code. If any date for performance herein falls on a day other than a business day, the time for such performance shall be extended to 5:00 p.m. on the next business day.
j) Possession of Property. Subject to the City Approved Conditions of Title, City shall be entitled to the possession of the Property immediately following the Close of City Escrow, and subject to the Buyer Approved Conditions of Title, Buyer shall be entitled to the possession of the Property immediately following the Close of Buyer Escrow.
k) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
l) Termination Documents. If this Agreement is terminated prior to either the Close of City Escrow or the Close of Buyer Escrow for any reason, Buyer shall deliver to City the following documents and materials ( collectively hereinafter referred to as the “ Termination Documents”): ( i) the Documents and Materials delivered to Buyer by Seller or City, and (ii) at no cost and without warranty as to correctness, copies of all reports, studies, maps and engineering studies that were generated by third parties for Buyer with respect to the Property, including, but not limited to, all environmental reports, surveys, marketing reports, geotechnical reports, lot studies and improvement plans.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.

BUYER:

NOVIN DEVELOPMENT CORP.

By:

Name:

Title:

Date:

SELLER:

SOUTH TAHOE REDEVELOPMENT

SUCCESSOR AGENCY
By:

Name: Cristi Creegan
Title: Board Chair
Date:

ATTEST:

C-240-2023
Iman Novin
Cristi Creegan ( Nov 9, 2023 09: 50 PST)
Cristi Creegan
Nov 9, 2023
President
Nov 13, 2023
810
27 4890-7058-9575 v4
By:

Susan Blankenship,
Agency Clerk
APPROVED AS TO FORM:

By:

Heather Stroud,
Agency Attorney
CITY:

CITY OF SOUTH LAKE TAHOE
By:

Name: Cristi Creegan
Title: Mayor
Date:

ATTEST:

By:

Susan Blankenship, City Clerk
APPROVED AS TO FORM:

By:

Heather Stroud,
Agency Attorney
C-240-2023
Sue Blankenship ( Nov 9, 2023 08:52 PST)
Sue Blankenship ( Nov 9, 2023 08:52 PST)
Heather Stroud ( Nov 9, 2023 08:54 PST)
Heather Stroud ( Nov 9, 2023 08:54 PST)
Cristi Creegan ( Nov 9, 2023 09: 50 PST)
Cristi Creegan
Nov 9, 2023
811
28 4890-7058-9575 v4
Schedule of Exhibits
Exhibit A Legal Description of Property
Exhibit B-1 City Grant Deed
Schedule 1 Legal Description of Property
Exhibit B-1 Buyer Grant Deed
Schedule 1 Legal Description of Property
Exhibit C Affordable Housing Covenant
Exhibit D List of Documents and Materials
C-240-2023 812
1 RECEIPT BY CITY ESCROW HOLDER
City Escrow Holder hereby acknowledges receipt of a fully executed copy of the foregoing Agreement on this date and agrees to abide by the escrow instructions applicable to it contained therein.

City Escrow Holder:

Name]
By:

Name: _____________________________
Its: Escrow Officer
Contact Information:

Attention: ________________
Email: ____________________
C-240-2023
Cristi Creegan ( Nov 9, 2023 09: 50 PST)
Cristi Creegan
Cristi Creegan
Cristi Creegan
ccreegan@cityofslt. us
813
1 4890-7058-9575 v4

RECEIPT BY BUYER ESCROW HOLDER
Buyer Escrow Holder hereby acknowledges receipt of a fully executed copy of the foregoing Agreement on this date and agrees to abide by the escrow instructions applicable to it contained therein.

Buyer Escrow Holder:

Name]
By:

Name: _____________________________
Its: Escrow Officer
Contact Information:

Attention: _________________
Email: ____________________
C-240-2023
Iman Novin
inovin@novindevelopment. com
Iman Novin
814
Legal Description - 1
4890-7058-9575 v4

EXHIBIT A
Legal Description of Property
The land referred to in this Agreement is situated in the State of California, County of El Dorado, City of South Lake Tahoe, and is described as follows:

To be inserted by City Escrow Holder]
C-240-2023 815
Legal Description - 1
4890-7058-9575 v4
EXHIBIT B-1
City Grant Deed
RECORDING REQUESTED BY:

WHEN RECORDED MAIL
TO AND MAIL TAX STATEMENTS TO:

Above Space for Recorder’ s Use Only)

GRANT DEED
To be recorded without fee per Government Code Section 27383 The undersigned grantor declares:

Exempt from Documentary Transfer Tax pursuant
to Section 11922 of the Revenue and
Taxation Code, as amended
County of El Dorado
WHEREAS, the Property ( as defined below) was at one time owned by the South Tahoe Redevelopment Agency, a political subdivision of the State of California (“ STRA”); and
WHEREAS, as part of the 2011 Budget Act, including AB1X 26, as subsequently amended, the California Legislature dissolved all redevelopment agencies throughout the State of California, including STRA, as of February 1, 2012; and

WHEREAS, THE SOUTH TAHOE REDEVELOPMENT SUCCESSOR AGENCY, a public body (“ Grantor”) is now the fee owner of that certain real property in the County of El Dorado, State of California, described on Schedule 1 attached hereto (“ Property”); and
WHEREAS, the CITY OF SOUTH LAKE TAHOE, a municipal corporation Grantee”), has agreed to purchase from Grantor a fee simple interest in the Property; and
WHEREAS, the Property transfer contemplated by this Deed is consistent with Grantor’ s Long Range Property Management Plan, submitted to and approved by the Grantor’ s Oversight Board and the State of California Department of Finance[, and in compliance with the California Surplus Lands Act, [insert citations].

C-240-2023 816
Legal Description - 2
4890-7058-9575 v4

NOW, THEREFORE,
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Grantor, hereby grants to Grantee, the Property, subject to all matters of title or of record or any matters that would be disclosed by an accurate survey, in fee simple.

IN WITNESS WHEREOF, the Grantor has caused this Deed to be executed as of the ___ day of ________________, 2023.

SOUTH TAHOE REDEVELOPMENT SUCCESSOR AGENCY
By:

Name:

Title:

C-240-2023 817
Legal Description - 3
4890-7058-9575 v4

ACKNOWLEDGMENT
State of California )
ss
County of ___________ )
On , before
me,___________________________________________,
Name of Notary)
notary public, 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.

Notary Signature)
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.

C-240-2023 818
Legal Description - 4
4890-7058-9575 v4
SCHEDULE 1
Legal Description of Property
The land referred to in this Deed is situated in the State of California, County of El Dorado, City of South Lake Tahoe, and is described as follows:

To be inserted by City Escrow Holder]
C-240-2023 819
Grant Deed - 1
4890-7058-9575 v4
EXHIBIT B-2
Buyer Grant Deed
RECORDING REQUESTED BY:

WHEN RECORDED MAIL
TO AND MAIL TAX STATEMENTS TO:

Above Space for Recorder’ s Use Only)

GRANT DEED
To be recorded without fee per Government Code Section 27383 The undersigned grantor declares:

IN WITNESS WHEREOF, the Grantor has caused this Deed to be executed as of the ___ day of ________________, 202__.

CITY OF SOUTH LAKE TAHOE
By:

Name:

Title:

C-240-2023 820
Grant Deed - 2
4890-7058-9575 v4

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.

C-240-2023 821
Grant Deed - 3
4890-7058-9575 v4
SCHEDULE 1
Legal Description of Property
The land referred to in this Deed is situated in the State of California, County of El Dorado, City of South Lake Tahoe, and is described as follows:

To be inserted by Buyer Escrow Holder]
C-240-2023 822
1 4890- 7058- 9575 v4

EXHIBIT C

FORM OF DECLARATION OF AFFORDABLE HOUSING COVENANTS, CONDITIONS

AND RESTRICTIONS

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of South Lake Tahoe
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
Attention: City Clerk

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Space above this line for Recorder’s use

DECLARATION OF AFFORDABLE HOUSING COVENANTS,

CONDITIONS AND RESTRICTIONS
This Declaration of Affordable Housing Covenants, Conditions and Restrictions this “ Declaration”) is entered into effective as of __________, 20__ (“ Effective Date”) by the CITY OF SOUTH LAKE TAHOE, a municipal corporation (“ Declarant” and “ City”).

Recitals
A. Pursuant to that certain Purchase and Sale Agreement dated as of 2023 between Declarant, South Tahoe Redevelopment Successor Agency (“ Seller”) and Novin Development Corp. (“ Buyer”) ( the “ PSA”), City has acquired the real property located at 3900 and 3908 Lake Tahoe Boulevard in the City of South Lake Tahoe, California, Assessor’ s Parcel Nos. 029-170-001 and 029-170-002, and more particularly described in Attachment A attached hereto and incorporated herein (the Affordable Housing Site”).

B. Any project built on the Affordable Housing Site (“ Project”), whether by the initial Declarant or a successor, must, at a minimum, satisfy the requirements for a specific type of housing development pursuant to Gov’t. Code 54221( f)(1)(F)(i), as specified in this Declaration.

NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Declarant hereby agrees as follows.

C-240-2023 823
2 4890- 7058- 9575 v4

1. Incorporation of Recitals; Intent of Declaration. Declarant acknowledges the truth of the foregoing Recitals, which are incorporated into this Declaration by this reference. The purpose of this Declaration is to provide notice of the development, occupancy and affordability requirements that apply to the Affordable Housing Site and the Project to be developed thereon. Declarant intends the covenants set forth in this Declaration to run with the land and to be binding upon Declarant and Declarant’ s successors and assigns including without limitation if applicable, Buyer and Buyer’ s successors and assigns.

2. Development, Use and Affordability Restrictions. Declarant hereby covenants and agrees, for itself and its successors and assigns, that the Affordable Housing Site shall, as provided in Gov’t Code section 54221( f)(1)(F)(i), be used solely for the development and operation of a rental housing development, which may have ancillary commercial ground floor uses, that restricts 100 percent of the residential units to persons and families of low or moderate income, with at least 75 percent of the residential units restricted to lower income households, as defined in Health and Safety Code section 50079. 5, with an affordable rent, as defined in Health and Safety Code section 50052. 5, for a minimum of 55 years following completion of the Project, and in no event shall the maximum rent level be higher than 20 percent below the median market rents for the neighborhood in which the Affordable Housing Site is located. “ Completion of the project” shall mean the date upon which the last certificate of occupancy for the Project is issued by the City of South Lake Tahoe.

3. Remedies for Breach. Upon any default under this Declaration by Declarant or by Declarant’ s successors and assigns, City (notwithstanding any transfer of the initial Declarant’ s interest in the Property) may seek specific performance of the terms hereof, and may enjoin acts that may be in violation of this Declaration. Failure by City to enforce any provision contained herein shall not be deemed a waiver of the right to do so as to any continuing, subsequent, or other violation. This Section is not intended to limit City’s ability to exercise any applicable remedy available to City pursuant to any agreement or at law. All remedies available to City shall be cumulative and not exclusive.

4. Binding on Successors in Interest; Provisions Run With the Land. The Affordable Housing Site, and each and every portion thereof, shall be held, sold, conveyed, hypothecated, encumbered, leased, rented, used, occupied and improved subject to the limitations, covenants, conditions and restrictions set forth in this Declaration, all of which shall run with the land, shall constitute equitable servitudes, shall be binding on all parties having or acquiring any right, title or interest in such property or portion thereof, and their respective heirs, successors and assigns, and shall inure to the benefit of City and its successors and assigns. It is the intent of the Declarant that this Declaration shall satisfy the requirements of California Civil Code Section 1468.

Without limiting the foregoing, the Declarant hereby declares that it is its express intent that the covenants, restrictions and conditions set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon Declarant’ s successors in title to the Affordable Housing Site. Each and every contract, deed, ground lease or other instrument affecting or conveying the Affordable Housing Site or the Project C-240-2023 824
3 4890- 7058- 9575 v4
or any part thereof, shall conclusively be held to have been executed, delivered and accepted subject to the covenants, restrictions, duties and obligations set forth herein, regardless of whether such covenants, restrictions, duties and obligations are set forth in such contract, deed, ground lease or other instrument. Declarant agrees for itself and for its successors that in the event that a court of competent jurisdiction determines that the covenants herein do not run with the land, such covenants shall be enforced as equitable servitudes against the Affordable Housing Site and the Project in favor of City.

5. Recordation; Subordination. This Declaration shall be recorded in the Official Records of El Dorado County concurrently with the recordation of the grant deed conveying the Affordable Housing Site to Declarant. Declarant hereby represents, warrants and covenants that with the exception of easements of record, absent the written consent of City, this Declaration shall not be subordinated in priority to any lease, ground lease, security agreement, deed of trust, mortgage, lien, encumbrance, or other interest in the Affordable Housing Site or the Project.

6. Reconveyance. Upon the termination of this Declaration, the thenDeclarant parties and the City ( if different) agree to execute and record appropriate instruments to release and discharge this Declaration.

7. Mortgagee Protection. No violation of any provision contained herein shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value upon all or any portion of the Project or the Affordable Housing Site, and the purchaser at any trustee’ s sale or foreclosure sale shall not be liable for any violation of any provision hereof occurring prior to the acquisition of title by such purchaser. Such purchaser shall be bound by and subject to this Declaration from and after such trustee’ s sale or foreclosure sale. Promptly upon determining that a violation of this Declaration has occurred, City shall give written notice to the holders of record of any mortgages or deeds of trust encumbering the Project or the Affordable Housing Site that such violation has occurred.

8. Estoppel Certificate. At any time during the term hereof, City, Declarant, or any party owning an interest in any parcel comprising the property that is the subject of the PSA may request an estoppel certificate from Declarant or City attesting to such party’s compliance with the terms and provisions of this Declaration. A party making a request for an estoppel certificate shall provide Declarant or City, as applicable, with all documentation reasonably necessary for Declarant or City to form an opinion as to compliance or non-compliance with the provisions hereof. After receiving such a request and the necessary supporting documentation, Declarant or City, as applicable, shall respond, in writing, within ten ( 10) calendar days following the date of receipt and shall either confirm compliance with the terms and provisions of this Declaration or shall state in reasonable detail any alleged failure to comply and the steps necessary to cure such lack of compliance.

9. Miscellaneous.

C-240-2023 825
4 4890- 7058- 9575 v4
a) Amendments. This Declaration may be amended or modified only by a written instrument signed by the Declarant and ( if different) City or their respective successors in interest.
b) No Waiver. Any waiver by City ( in its capacity of City, not as Declarant) of any term or provision of this Declaration must be in writing. No waiver shall be implied from any delay or failure by City to take action on any breach or default hereunder or to pursue any remedy allowed under this Declaration or applicable law. No failure or delay by City at any time to require strict performance of any provision of this Declaration or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election. c) Notices. All notices to be sent pursuant to this Declaration shall be made in writing, and sent to the parties at their respective addresses specified below or to such other address as a party may designate by written notice delivered to the other parties in accordance with this Section 9(c). All such notices shall be sent by: personal delivery, in which case notice is effective upon delivery; certified or registered mail, return receipt requested, in which case notice shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; or nationally recognized overnight courier, with charges prepaid or charged to the sender’ s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service ( or, if delivery is not during regular business hours on a business day, then on the next business day).

City: City of South Tahoe
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
Attention: City Manager
With a copy to: City Attorney
City of South Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
Declarant: City of South Tahoe
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
Attention: City Manager
With a copy to: City Attorney
City of South Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
C-240-2023 826
5 4890- 7058- 9575 v4
d) Further Assurances. The City and Declarant ( if different) shall execute, acknowledge and deliver to the other such other documents and instruments, and shall take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Declaration.
e) Parties Not Co-Venturers; No Agency Relationship. Following the initial Declarant’ s transfer of the Property to a successor, nothing in this Declaration is intended to or shall establish the then-Declarant and City as partners, co-venturers, or principal and agent with one another. The relationship of such Declarant and City shall not be construed as a joint venture, equity venture, partnership or any other relationship.

City neither undertakes nor assumes any responsibility or duty to any successor Declarant or to any third party with respect to the Project.
f) Headings; Construction; Statutory References. The headings of the sections and paragraphs of this Declaration are for convenience only and shall not be used to interpret this Declaration. The language of this Declaration shall be construed as a whole according to its fair meaning and not strictly for or against any party. All references in this Declaration to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of South Lake Tahoe shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject.
g) Time is of the Essence. Time is of the essence in the performance of this Declaration.
h) Governing Law; Venue. This Declaration shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Declaration shall be filed and heard in the Superior Court of El Dorado County, California or in the Federal District Court for the Eastern District of California.
i) Attorneys’ Fees and Costs. If any legal or administrative action is brought to interpret or enforce the terms of this Declaration, the prevailing party shall be entitled to recover all reasonable attorneys’ fees and costs incurred in such action. j) Severability. If any provision of this Declaration is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby. k) Entire Agreement. This Declaration contains the entire agreement of the applicable parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between or among the parties with respect thereto. l) Counterparts. This Declaration may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

C-240-2023 827
6 4890- 7058- 9575 v4
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
C-240-2023 828
7 4890- 7058- 9575 v4
IN WITNESS WHEREOF, the City and Declarant has executed this Declaration of Affordable Housing Covenants, Conditions and Restrictions as of the date first written above.

DECLARANT AND CITY:

CITY OF SOUTH LAKE TAHOE, a
California municipal corporation
By: ____ FORM – DO NOT SIGN____
Name:

Its:

ATTEST:

City
Clerk
APPROVED AS TO FORM:

City
Attorney
C-240-2023 829
8 4890- 7058- 9575 v4

ACKNOWLEDGEMENTS

STATE OF CALIFORNIA )
COUNTY OF ____________ )
On _______________, 20__, before me,
Notary Public, 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.

Signature _______________________________ ( Seal)
C-240-2023 830
4890-7058-9575 v4

ATTACHMENT A

AFFORDABLE HOUSING SITE
Legal description to be inserted.]
C-240-2023 831
Exhibit D - 1
4890-7058-9575 v4

EXHIBIT D
List of Documents and Materials

1. All reports, maps, and studies relating to Property in Seller or City’s possession to Seller's actual knowledge ( as defined in the Agreement)

2. Such additional documents as Buyer may reasonably request concerning the Property in Seller or City’s possession to Seller's actual knowledge ( as defined in the Agreement).

Property as used herein, means the subject Property and not any surrounding Property.

Buyer may not rely on any reports or studies because they are not issued in Buyer’ s name.

C-240-2023 832
C-240-2023 Agreement of Purchase and Sale of
3900 and 3908 LTB
Final Audit Report 2023- 11-14
Created: 2023- 11-08
By: Michelle Davis ( medavis@cityofslt. us)
Status: Signed
Transaction ID: CBJCHBCAABAA9l89panwQBUhgHTlbFVB6W5YXPjnAw6h C-240-2023 Agreement of Purchase and Sale of 3900 and 390 8 LTB" History
Document created by Michelle Davis ([email protected]) 2023- 11- 08 - 11:54:53 PM GMT
Document emailed to Sue Blankenship ([email protected]) for signature 2023- 11- 08 - 11:59:55 PM GMT
Email viewed by Sue Blankenship ( sblankenship@cityofslt. us) 2023- 11- 09 - 4:51:22 PM GMT
Document e-signed by Sue Blankenship ([email protected]) Signature Date: 2023- 11-09 - 4:52:23 PM GMT - Time Source: server Document emailed to Heather Stroud ([email protected]) for signature 2023- 11- 09 - 4:52:25 PM GMT
Email viewed by Heather Stroud ([email protected])
2023- 11- 09 - 4:52:50 PM GMT
Document e-signed by Heather Stroud ([email protected]) Signature Date: 2023- 11-09 - 4:54:17 PM GMT - Time Source: server Document emailed to [email protected] for signature 2023- 11- 09 - 4:54:20 PM GMT
Email viewed by ccreegan@cityofslt. us
2023- 11- 09 - 5:49:43 PM GMT
Signer [email protected] entered name at signing as Cristi Creegan 2023- 11- 09 - 5:50:17 PM GMT
833
Document e-signed by Cristi Creegan ( ccreegan@cityofslt. us) Signature Date: 2023- 11-09 - 5:50:19 PM GMT - Time Source: server Document emailed to Iman Novin ([email protected]) for signature 2023- 11- 09 - 5:50:21 PM GMT
Email viewed by Iman Novin ([email protected]) 2023- 11- 14 - 2:40:15 AM GMT
Document e-signed by Iman Novin ([email protected]) Signature Date: 2023- 11-14 - 2:40:47 AM GMT - Time Source: server Agreement completed.
2023- 11- 14 - 2:40:47 AM GMT
834
1 AGREEMENT OF PURCHASE AND SALE

AND INITIAL ESCROW INSTRUCTIONS
3900 & 3908 Lake Tahoe Boulevard
South Lake Tahoe, California
[Amends and Restates Contract No. C-240-2023]
This AGREEMENT OF PURCHASE AND SALE AND INITIAL ESCROW
INSTRUCTIONS (“Agreement”), dated for reference purposes only December 9, 2025, is entered into by and among NDC Lake Tahoe LP, a California limited partnership (“Buyer”), and the CITY OF SOUTH LAKE TAHOE, a municipal corporation (“City”).

Recitals
A. City is the owner of two infill parcels of undeveloped real property consisting approximately 1.16 acres in the City of South Lake Tahoe, County of El Dorado (“County”), State of California (“State”), also known as 3900 and 3908 Lake Tahoe Boulevard (Assessor’s Parcel No. 029-170-008), as more particularly described on Exhibit A attached hereto (“Property”). Buyer had a lot merge application completed on the property (MERG2025-0004), which merged the two infill parcels into one parcel and created a new APN.

B. Buyer desires to purchase the Property from City and City desires to sell the Property to Buyer, all upon the terms, conditions and provisions set forth in this Agreement.

C. The Property was previously owned by the former South Tahoe Redevelopment Agency and was transferred to the South Tahoe Redevelopment Successor Agency (“Successor Agency”) following dissolution of all redevelopment agencies by the State of California on February 1, 2012. Pursuant to the April 2014 Long Range Property Management Plan approved by the State Department of Finance (“LRMP”), the Property was designated for sale.

D. On November 7, 2023, the Successor Agency, City, and Buyer entered into an Agreement for Purchase and Sale and Initial Escrow Instructions for the Property, in which the Successor Agency would sell the Property to the City and then the City would sell the Property to the Buyer, which was filed in the City of South Lake Tahoe records as Contract No. C-240-2023.

E. On December 15, 2023, the El Dorado County Oversight Board passed Resolution No, 2023-02, which approved Contract No. C-240-2023.

F. on January 18, 2024, the California Department of Housing and Community Development issued a letter confirming that Contract No C-240-2023 complied with the requirements of the Surplus Lands Act as it pertains to Government Code sections 54221(f)(1)(F)(i) and 54222, and that the Successor Agency and City are permitted to proceed with the disposition of the Property based on the following facts:
835
2 1. The Successor Agency complied with Gov’t. Code section 54222(a)(1) by providing written notice on June 3, 2022, of availability for the purpose of developing the Property to those required entities. Thereafter, three offers to develop the Property were submitted. The Buyer proposed developing the Property as a 100% mixed-income affordable housing development project, which is proposed to be a 75-unit multifamily housing project that includes 72 affordable residential units, two (2) live/work ancillary commercial units and one (1) manager’s unit. The 72 affordable residential units will be deed restricted to low and/or moderate-income households for a period of no less than 55 years, and include community amenities on the ground floor (“Project”). The Buyer offered to pay the City One Million Dollars ($1,000,000.00) for the Property, being the amount specified in that certain appraisal, dated April 13, 2022, by Johnson Valuation Group, Ltd. (“Appraisal”).

2. On August 23, 2022, the Successor Agency determined that of the three offers, the proposal from the Buyer to develop the Property was most aligned with the purpose and requirements of the Surplus Lands Act and directed staff to initiate negotiations with Buyer for a purchase and sale agreement for the Property.

G. On March 15, 2024, the Successor Agency sold the Property to the City for the sum of One Million Dollars ($1,000,000.00) and took title to the Property as shown in the Grant Deed dated March 15, 2024, and recorded in the El Dorado County official records as Document No. 2024-0007427. For this reason, the Successor Agency no longer has an interest in the Property and no longer needs to be a party to this Agreement, which amends and restates Contract No. C-240-2023 as between the City and Buyer.

H. Buyer advised the Successor Agency and City that it will need to access public financing from the State of California and other governmental agencies (whether taxexempt bonds, tax credits, or other public subsidies) for a successful Project. As such financing and subsidy opportunities are competitive in nature, Buyer has asked the City to be able to purchase the Property for an appraised value determined at the time of application submittal in accordance with applicable requirements and regulations, rather than the current appraised price.

I. On April 16, 2024, the California Department of Housing and Community Development awarded the Project an Infill Infrastructure Grant from the Round 12 Notice of Funding Availability dated August 31, 2023, in the amount of $4,428,764.00 to fund certain on-site and off-site improvements, including but not limited to: site clearing, tree removal, excavation, grading, wet and dry utilities, off-site improvements, site concrete (sidewalks, curbs, gutters), asphalt paving and concrete slab installation, which is further described in Exhibit E (Phase 1 Budget and Scope) (“Phase 1 Improvements”). The deadline to commence construction is April 16, 2026, and the deadline to expend these grant funds is June 30, 2029, which deadlines may be extended only with approval of the California Department of Housing and Community Development.

J. On May 7, 2024, Buyer and City entered into a Predevelopment Loan and Development Agreement (“PLDA”), in which the City provided an amount of up to $564,073.00 as a predevelopment loan to cover costs of consultants, contractors, 836
3 professionals, and suppliers performing predevelopment activities such as site investigation, feasibility analyses, architectural and engineering services, and preparation of applications for entitlements and construction and permanent financing. Subsequently, the Project received all discretionary land-use approvals required from the City and Tahoe Regional Planning Agency. On May 20, 2025, Buyer and the City entered into the First Amendment to the PDLA to increase the loan amount to $1,064,073, which additional loan amount was procured by the City from the State of California as Prohousing Incentive Program funds.

K. Buyer submitted the Project application to the City using the streamlined process provided by California Senate Bill 35, which is intended to expedite and facilitate the construction of affordable housing and which entitled the Project to ministerial approval and a statutory exemption from review under the California Environmental Quality Act. The City issued Major Design Review Permit Number 24-173 on May 13, 2025.

L. On April 17, 2025, the City Planning Commission, sitting as a hearing officer for the Tahoe Regional Planning Agency (“TRPA”) held a public hearing and approved the TRPA entitlements for the Project, including TRPA Permit #24-174 and a Finding of No Significant Environmental Impact.

M. Under Sections 16 and 27(b) of Contract No C-240-2023, the deadline for Buyer to close escrow on the Property (“Termination Date”) was January 18, 2026, subject to conditions precedent including having all debt and equity financing in place to fully fund development of the Project and having entered into a construction contract with a general contractor for the construction of the Project. The Termination Date was subject to two one-year extensions. Buyer is working in good faith to acquire debt and equity financing to fund development of the Project but desires to close escrow on the Property before all debt and equity financing is in place in order to begin construction of the Phase 1 Improvements so that the Infrastructure Infill Grant deadlines can be met. As part of this Agreement, a one-year extension is granted to close escrow, such that the new Termination Date is January 18, 2027, subject to a one-year extension.

N. On August 27, 2024, the City Council passed Resolution No. 2024-090, which set aside One Million Dollars ($1,000,000.00) towards the Project for leveraging state and federal funding opportunities. The City and Buyer wish to use these funds towards the Buyer’s purchase of the property, which will be eligible as a local contribution in future grant and tax credit applications to make such applications more competitive.

O. Consistent with applicable Surplus Land Act (“SLA”) requirements for this type of “exempt surplus land,” immediately following recording of the City Grant Deed (as defined below) for the Property, City recorded the Affordable Housing Covenant attached hereto as Exhibit C.

P. The parties desire to enter into the amended Agreement in order to allow Buyer to take title to the Property to begin construction of the Phase 1 Improvements in time to meet grant deadlines, with a condition subsequent in the grant deed where the City would 837
4 have the right to terminate the Grant Deed and the Property would revert to the City if financing to complete construction of the Project is not secured by Buyer within eight (8) years.

NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows.

Agreement

1. Purchase and Sale. City agrees to sell and convey to Buyer and Buyer agrees to purchase from City, the Property, on the applicable terms and subject to the applicable conditions set forth in this Agreement. For the purpose of this Agreement, the date on which the last party signs shall be hereinafter referred to as the “Effective Date.”

2. Purchase Price between City and Buyer.
(a) The purchase price to be paid by Buyer to City (“Buyer Purchase Price”) for the Property shall be the greater of (i) One Million Dollars ($1,000,000.00) and (ii) the value determined by an appraisal performed by a “Qualified Appraiser” (as defined below), in compliance with applicable financing and subsidy requirements and regulations. Buyer has the right to independently verify the square footage of the improvements and land and agrees that if the square footage varies from that recited in this Agreement or in any materials provided by City or any representative, such variation shall have no effect on the Buyer Purchase Price. City is donating One Million Dollars ($1,000,000.00) to Buyer to be paid towards the Purchase Price. (b) A “Qualified Appraiser” shall be an appraiser licensed in the State of California with at least 10 consecutive years’ experience in appraising properties in the South Lake Tahoe area, reasonably acceptable to both City and Buyer.

3. Payment of Buyer Purchase Price. The Buyer Purchase Price shall be payable by Buyer to City as follows:
(a) Deposit of Buyer Purchase Price. On or before Close of Escrow, Buyer shall deposit with Old Republic Title, Oakland (“Escrow Holder”) the appraised value in excess of One Million Dollars $1,000,000.00, in the form of an approximately 55 year (or longer) non-recourse subordinated secured promissory note, payable from a portion of residual receipts from the Project, in form and substance, and with such security, in form and substance reasonably satisfactory to City and Buyer. (b) Time of the Essence. Time shall be of the essence with respect to City and Buyer’s obligations to pay all funds and other closing consideration for the Buyer’s purchase of the Property under this Agreement.
838
5 4. Escrow.
(a) Opening of Escrow. Within ten (10) calendar days after Buyer and City’s execution of this Agreement, Buyer shall open escrow (“Escrow”) with Escrow Holder. Buyer and City agree to execute and deliver to Escrow Holder, in a timely manner, all escrow instructions necessary to consummate the Buyer’s Property purchase and City’s Property sale transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict with, amend or supersede any portion of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control. Escrow Holder shall, upon receipt of a fully executed copy of this Agreement, sign and date the Receipt by Escrow Holder attached hereto, and distribute it to all parties listed in the “Notices” sections of the Agreement. (b) Close of Escrow. For the purpose of this Agreement, the “Close of Escrow” shall be defined as the date that Buyer Grant Deed (as defined in Section 5, below) are recorded in the Official Records of the County. The Close of Escrow shall occur at a date and time mutually approved by City and Buyer, but in no event later than the Termination Date (as defined in Section 18 below) and any extensions mutually agreed-upon thereof by City and Buyer.

5. Conditions of Buyer Title. The Property shall be conveyed to Buyer by City by a grant deed, substantially in the form attached hereto as Exhibit B (“Buyer Grant Deed”), subject only to (a) such title matters (other than liens to secure payment of real estate taxes and assessments, including supplemental taxes) affecting the Property created by or with the written consent of City and Buyer; (b) the recorded Affordable Housing Covenant; (c) all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; (d) all matters which would be apparent from an inspection of the Property; (e) all matters which would be disclosed by a survey of the Property; and (f) exceptions which are approved and/or accepted by Buyer in accordance with Section 5(a) of this Agreement (collectively, “Buyer Approved Conditions of Title”). As the Property will be publicly owned before Close of Escrow, it is exempt from property taxes, although tenants may be subject to possessory interest taxes under Revenue and Taxation Code Section 107, etc.

6. Title Policy. Title in favor of Buyer shall be evidenced by Escrow Holder’s title insurance underwriter (“Escrow Title Company”) issuing its standard California Land Title Association (“CLTA”) Owner’s Policy of Title Insurance to Buyer in an amount equal to the Buyer Purchase Price, showing title to the Property vested in Buyer, subject only to the Buyer Approved Conditions of Title (“Title Policy”). Buyer shall pay all expense of issuing the Title Policy, including (if Buyer elects to have Escrow Title Company issue its American Land Title Association (“ALTA”) Extended Coverage Owner’s Policy of Title Insurance), the expense of such ALTA premium increment and any survey costs associated with such ALTA policy. In addition, Buyer shall pay for any endorsements to the Title Policy. Buyer’s ability to obtain an ALTA policy shall not be a condition to Close of Escrow.
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6 7. Conditions to Close of Escrow.
(a) Conditions to Buyer’s Obligations. The Close of Escrow and Buyer’s obligation to consummate its purchase of the Property from City contemplated by this Agreement are subject to the satisfaction of the following conditions (or Buyer’s waiver in writing thereof) for Buyer’s benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Close of Escrow in the absence of a specified date:
(i) Title. Pursuant to the terms and conditions of this subsection, Buyer shall each have the right to approve any and all matters of and exceptions to title of the Property, disclosed by the following documents and instruments (collectively, “Buyer Title Documents”): (A) a Preliminary Report issued by Escrow Holder with respect to the Property; and (B) legible copies of all documents, whether recorded or unrecorded, referred to in such Preliminary Report. City shall cause Escrow Holder to deliver the Buyer Title Documents to Buyer within five calendar days following the opening of Escrow. Buyer shall have until 5:00 PM (local time) on the date that is three (3) months prior to the Termination Date (“Buyer Contingency Period”) to give City and Escrow Holder written notice (“Buyer Title Notice”) of Buyer’s approval or disapproval of the Buyer Title Documents. The failure of Buyer to give Buyer Title Notice to City within the specified time period shall be deemed Buyer’s disapproval of the Buyer Title Documents.

In the event that Buyer Title Notice disapproves, or is deemed to have disapproved, of any matter of title shown in the Buyer Title Documents, City shall, within five calendar days after Buyer Title Notice is received by City, give Buyer written notice (“City Title Notice”) of those disapproved title matters, if any, which City is unwilling or unable after reasonable and good faith efforts to have eliminated from title to the Property by the Close of Escrow. City’s failure to provide City Title Notice within said five calendar day period shall be deemed City’s election not to remove any of the disapproved exceptions in Buyer Title Notice. Notwithstanding the foregoing, City agrees to remove on the Close of Escrow any deeds of trust, if any, whereby City is the trustor or borrower which are currently recorded against the Property. If City is unable or unwilling to remove all of the title matters objected to by Buyer in Buyer Title Notice, or fails to deliver City Title Notice, Buyer shall have five calendar days from receipt of City Title Notice, or expiration of the time period within which City is to respond, to notify City in writing that either (1) Buyer is willing to purchase the Property, subject to such disapproved exceptions, or (2) Buyer elects to terminate this transaction. Failure of Buyer to take either one of the actions described in clause (1) or (2) in the previous sentence shall be deemed to be Buyer’s election to take the action described in clause (2). If this Agreement is terminated pursuant to this Section 7(a)(i), Buyer will comply with Section 23(l) below, and, except as otherwise provided in this Agreement, City and Buyer will have no further obligations or rights to one another under this Agreement;
(ii) Inspections and Studies/Costs. During the Buyer
Contingency Period, Buyer shall have the right to conduct any and all non-destructive inspections, investigations, tests and studies (including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural 840
7 inspections, engineering tests, economic feasibility studies and soils, seismic and geologic reports and environmental testing) with respect to the Property as Buyer may elect to make or maintain. Buyer may also authorize its consultants to visit and inspect the site, as necessary. The cost of any such inspections, tests and/or studies shall be borne by Buyer.

Between the Effective Date and the Close of Escrow, Buyer and Buyer’s employees, agents, contractors, subcontractors and consultants (collectively, “Buyer’s Representatives”) shall have the right to enter upon the Property, at reasonable times during ordinary calendar hours upon notice to City at least one calendar day prior to entry, to perform such inspections, investigations, tests and studies. Buyer, in performing its inspections, investigations, tests and studies hereunder shall not unreasonably interfere with the operation of the Property, and agrees to coordinate its activities on the Property with City in advance to avoid any such interference. Following any such tests or inspections, Buyer agrees to promptly return any portions of the Property damaged or altered by Buyer during such tests or inspections to substantially the same condition which existed prior to such test or inspection.

Buyer shall indemnify, defend, and hold City and the Property harmless from any and all claims, damages or liabilities arising out of or resulting from the entry onto or activities upon the Property by Buyer or Buyer’s Representatives or liens arising from Buyer’s due diligence review of the Property. Prior to any entry on to the Property by any of Buyer’s Representatives, Buyer shall deliver to City an endorsement to a commercial general liability insurance policy which evidences that such Buyer’s Representative is carrying a commercial general liability insurance policy with a financially responsible insurance company acceptable to City, covering the activities of such Buyer’s Representative on or upon the Property. Such endorsement shall evidence that such insurance policy shall have a per occurrence limit of at least One Million and 00/100th Dollars ($1,000,000.00) and an aggregate limit of at least Three Million and 00/100th Dollars ($3,000,000.00), shall name City as an additional insured, and shall be primary and non-contributing with any other insurance, self-insurance or joint self-insurance available to City.

Prior to the expiration of the Buyer Contingency Period, Buyer shall deliver to City and Escrow Holder written notice (“Buyer Contingency Period Notice”) of its approval or disapproval of the Property and the Documents and Materials. (The Buyer Contingency Period Notice may, but need not, be combined with the Buyer Title Notice.) The Buyer Contingency Period Notice to the Escrow Holder shall be accompanied by the Natural Hazards Disclosure Statement (if not yet signed and returned to City). The failure of Buyer to timely deliver the Buyer Contingency Period Notice shall be deemed to constitute Buyer’s disapproval of the Property and the Documents and Materials. Buyer will comply with Section 23(l) below, and, except as otherwise provided in this Agreement, City and Buyer will have no further obligations or rights to one another under this Agreement.
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8 If this Agreement is terminated pursuant to this subsection, Buyer shall deliver to City (a) the Documents and Materials delivered to Buyer by City, and (b) at no cost and without warranty as to correctness, copies of all reports, studies, maps and engineering studies that were generated by third parties for Buyer with respect to the Property, including, but not limited to, all environmental reports, surveys, marketing reports, geotechnical reports, lot studies and improvement plans.

Buyer’s defense, indemnity and hold harmless obligations under this section shall survive expiration or termination of this Agreement for any reason; (iii) Other Development Matters. Prior to Close of Escrow, and as a condition thereof:
(I) the CEQA/NEPA process for the proposed Project has
been completed;
(II) Buyer shall have obtained all discretionary land-use approvals for the proposed Project, including without limitation final development approvals from the City and the TRPA;
(III) Buyer shall have financing in place sufficient to fully fund development of the Phase 1 Improvements; and
(IV) Buyer shall have entered into a construction contract with a general contractor for construction of the Phase 1 Improvements; and building permits required for the Phase 1 Improvements shall be ready to be issued subject to payment of applicable fees.

Notwithstanding anything to the contrary in this Agreement, the condition in Section 7(iii)(I) above is not waivable by Buyer.
(iv) Title Insurance. As of the Close of Escrow, Escrow Title Company shall have committed to issue the Buyer Title Policy to Buyer; (v) City’s Representations. All representations and warranties made by City to Buyer in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects as of the Close of Escrow; (vi) Natural Hazards Disclosure Statement. No later than ten calendar days prior to the scheduled expiration of the Buyer Contingency Period, City shall deliver to Buyer a Natural Hazards Disclosure Statement for the Property. Buyer shall have approved the Natural Hazards Disclosure Statement and returned a signed copy thereof to City by the expiration of the Buyer Contingency Period; 842
9 (vii) City’s Obligations. As of the Close of Escrow, City shall have performed all of the obligations required to be performed by City under this Agreement with respect to City’s sale of the Property to Buyer; and (viii) Documents and Materials. Within ten calendar days after the Effective Date, City shall deliver to Buyer any additional Documents and Materials within the City’s possession or control. Upon delivery of the additional Documents and Materials, City shall deliver an acknowledgment letter to Buyer setting forth the date of compliance with this Section 7(a)(viii) and setting forth the list of additional Documents and Materials actually delivered to Buyer. City makes no representation or warranty as to the accuracy or completeness of any of the Documents and Materials which were not prepared by City
(b) Conditions to Buyer’s Obligations for Close of Escrow. The Close of Escrow and City’s obligation to consummate the sale of the Property to Buyer contemplated in this Agreement are subject to the satisfaction of the following conditions (or City’s waiver thereof) for City’s benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Close of Escrow in absence of a specified date:
(i) Buyer’s Obligations. Buyer shall have timely performed all of the obligations required to be performed by Buyer under this Agreement; (ii) Buyer’s Representations. All representations and warranties made by Buyer to City in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects as of the Close of Escrow; (iii) Buyer Purchase Price. Buyer shall have timely delivered the Buyer Purchase Price and other sums and consideration owing under this Agreement in good funds to Escrow Holder and fully, faithfully, and timely performed all of its other obligations under this Agreement;
(iv) Natural Hazards Disclosure Statement. Prior to the end of the Buyer Contingency Period, Buyer shall have returned a signed copy of the Natural Hazards Disclosure Statement to the City, which shall be mutually acceptable to both Buyer and City;
(v) Performance Under PLDA. Buyer shall have timely
performed all of the obligations required to be performed by Buyer under the PLDA; and (vi) Performance and Payment Bonds. Buyer shall have delivered to the City copies of performance bond(s) and payment bond(s) issued by a reputable insurance company licensed to do business in California, each in a penal sum of not less than one hundred percent (100%) of the scheduled cost of construction of the Project’s Phase 1 Improvements, which the total hard cost for the Project’s Phase 1 Improvements is estimated to be $4,428,764.
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10 (c) Failure of Condition to Close Escrow. If any of the conditions set forth in Section 7(a) or Section 7(b) are not timely satisfied or waived by the appropriate benefited party for a reason other than the default of Buyer or City, this Agreement shall terminate, Buyer will comply with Section 23(l) below, and except as otherwise provided herein, the parties shall have no further obligations hereunder.

8. Deposits By City. Prior to the Close of Escrow, City shall deposit with Escrow Holder the following documents:
(a) Buyer Grant Deed. The Buyer Grant Deed, duly executed and acknowledged in recordable form by City, conveying fee simple title to the Property to Buyer.
(b) FIRPTA Certificate. A certification, acceptable to Escrow Holder, duly executed by City under penalty of perjury, setting forth City’s address and federal tax identification number in accordance with and/or for the purpose of the provisions of Sections 7701 and 1445, as may be amended, of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.
(c) California Franchise Tax Withholding. A certification, acceptable to Escrow Holder, that City is exempt from the withholding provisions of the California Revenue and Taxation Code, as may be amended from time to time, and that neither Buyer nor Escrow Holder is required to withhold any amount from the Buyer Purchase Price pursuant to such provisions.

9. Deposits By Buyer. Prior to the Close of Escrow, Buyer shall deposit or cause to be deposited with Escrow Holder the following:
(a) Buyer Purchase Price. The Buyer Purchase Price (as adjusted by prorations provided for herein), in cash or immediately available funds, together with all documents required with respect to the non-cash portion thereof. (b) Performance Under PLDA. All documents reasonably required by City to demonstrate Buyer’s timely performance of all of the obligations required to be performed by Buyer under the PLDA.

10. Costs and Expenses. As the City is a political subdivision of the State of California, no documentary transfer taxes or recording fees are required to record either the Buyer Grant Deed under Revenue and Taxation Code Section 11922 and Government Code Section 27383, respectively. Except as otherwise specified in this Agreement, City and Buyer for Escrow, shall equally divide all escrow fees, and costs.

Buyer and City shall each pay all legal and professional fees and fees of other consultants incurred by each of them, respectively. Any costs incurred through Escrow relating to the Property that are not specifically allocated to Buyer or City under this Agreement shall be apportioned in the manner customary in the County.
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11 11. Prorations.
(a) Taxes/Assessments. [Not applicable, as the Property is publicly owned.]
(b) Other Expenses. All expenses for the Property (if any) shall be prorated between the City and Buyer as of 12:01 a.m. on the day of the Close of Escrow, based upon the latest available information.

12. Corrections. If any errors or omissions are made regarding adjustments and prorations as set forth herein, the parties shall make the appropriate corrections promptly upon discovery thereof. If any estimates are made at the Close of Escrow regarding adjustments or prorations, the applicable party shall make the appropriate correction promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid in cash to the party entitled thereto.

13. Condition and Inspection of Property.
(a) Notwithstanding any other provision of this Agreement to the contrary, City does not make any representation or warranty (except as expressly set forth in Section 15 below) whatsoever regarding the Property including, without limitation:
(i) The size and dimensions of any portion of the Property; (ii) The suitability of the Property for the Buyer’s planned use, including availability and adequacy of water, sewage, fire protection, and any utilities serving the Property;
(iii) All matters relating to title including extent and conditions of title to the Property, taxes, assessments, and liens;
(iv) All legal and governmental laws, statutes, rules, regulations, ordinances, limitations on title, restrictions or requirements concerning the Property including zoning, use permit requirements and building codes; (v) Natural hazards, including flood plain issues, currently or potentially concerning, or affecting the Property;
(vi) The physical, legal, economic, and environmental condition and aspects of the Property, and all other matters concerning the conditions, use or sale of the Property, including any permits, licenses, agreements, and liens, zoning reports, engineers’ reports and studies and similar information relating to the Property, and Hazardous Materials (as defined below). “Hazardous Materials” means any and all substances, contaminants, chemicals, wastes, sewage, materials or emissions which are now or hereafter regulated, controlled, prohibited or otherwise affected by any present or future local, state or federal statute, ordinance, code, rule, regulation, order, decree, 845
12 permit or other law now or hereafter in effect including (A) any substance defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” or “air pollutant” in (I) the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), 42 U.S.C. §9601, et seq., (II) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. §1801, et seq., (III) the Resource Conservation and Recovery Act, as amended (“RCRA”), 42 U.S.C. §6901, et seq., (IV) the Federal Water Pollution Control Act, as amended, 33 U.S.C. §1251, et seq., (V) the Clean Air Act, as amended, 42 U.S.C. §7401, et seq., (VI) the Toxic Substances Control Act , as amended, 15 U.S.C. §2601, et seq., (VII) the Clean Water Act, as amended, 33 U.S. Code §1251, et seq., (VIII) the Oil Pollution Act, as amended, 33 U.S.C. §2701, et seq., (IX) California Health & Safety Code (“H&S Code”) §25100, et seq. (Hazardous Waste Control), (X) the Hazardous Substance Account Act, as amended, H&S Code §25300, et seq., (XI) the Unified Hazardous Waste and Hazardous Materials Management Regulatory Program, as amended, H&S Code §25404, et seq., (XII) H&S Code §25531, et seq. (Hazardous Materials Management), (XIII) the California Safe Drinking Water and Toxic Enforcement Act, as amended, H&S Code §25249.5, et seq., (XIV) H&S Code §25280, et seq. (Underground Storage of Hazardous Substances), (XV) the California Hazardous Waste Management Act, as amended, H&S Code §25170.1, et seq., (XVI) H&S Code §25501, et seq. (Hazardous Materials Response Plans and Inventory), (XVII) H&S Code §18901, et seq. (California Building Standards), (XVIII) the Porter-Cologne Water Quality Control Act, as amended, California Water Code §13000, et seq., (XIX) California Fish and Game Code §5650-5656 and (XX) or any other federal, state or local laws, ordinances, rules, regulations, court orders or common law related in any way to the protection of the environment, health or safety (collectively, “Environmental Laws”); (B) any substance the presence of which at the Property causes or threatens to cause a nuisance upon the Property or to adjacent properties or poses or threatens to pose a hazard to the health or safety of human beings; and (C) any substance the presence of which at the Property or at nearby or adjacent properties could constitute a trespass. In addition to the foregoing, to the extent not already included therein, the term “Hazardous Materials” also means (I) asbestos (including asbestoscontaining materials); (II) flammable, explosive, infectious, carcinogenic, mutagenic, or radioactive materials; (III) petroleum or any substance containing or consisting of petroleum hydrocarbons (including gasoline, diesel fuel, motor oil, waste oil, grease or any other fraction of crude oil); (IV) paints and solvents; (V) lead; (VI) cyanide; (VII) DDT; (VIII) printing inks; (IV) acids; (X) pesticides; (XI) ammonium compounds; (XII) polychlorinated biphenyls; (XIII) radon and radon gas; and (XIV) electromagnetic or magnetic materials, substances or emissions;
(vii) Any easements and/or access rights affecting the Property; (viii) The financial condition of the Property;
(ix) Any contracts and other documents or agreements affecting the Property; and
(x) Any other matter of significance affecting the Property. 846
13 14. Property Condition Waiver. Following the Close of Escrow, Buyer waives its right to recover from City, and the trustees, members, managers, directors, officers, officials, partners, employees, agents and predecessors of City (collectively, “City Representatives”), and hereby releases City and City’s Representatives from, any and all damages, losses, liabilities, costs or expenses whatsoever (including attorneys’ fees and costs) and claims therefor, whether direct or indirect, known or unknown, foreseen or unforeseen, which may arise on account of or in any way arising out of or connected with (i) the physical condition of the Property, (ii) the failure of any improvements or components of the Property to comply with any law or regulation applicable thereto, and (iii) the environmental condition of the Property. The foregoing waivers and releases shall exclude only those losses, liabilities, damages, costs or expenses, and claims therefor, arising from or attributable to (x) a material matter actually known to City (excluding constructive notice) and (1) not disclosed to Buyer and (2) not discovered by Buyer prior to the Close of Escrow, and (y) any breach by City, of City’s express representations or warranties under this Agreement. In connection with foregoing waiver and release, Buyer expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT

TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.”
_____________________ _____________________
City’s Initials Buyer’s Initials

15. City’s Representations and Warranties. In consideration of City and Buyer entering into this Agreement, City makes the representations and warranties set forth in this Section 15. For the purpose of this Agreement, without creating any personal liability on behalf of such individual, usage of to “City’s actual knowledge,” or words to such effect, shall mean the present, actual knowledge of Joseph Irvin, City Manager of City, excluding constructive knowledge or duty of inquiry, existing as of the Effective Date.

In the event that Buyer, prior to Close of Escrow, becomes aware, from City or otherwise, of any inaccuracy or omission in the disclosures, information, or representations previously provided to Buyer by City, or the City’s consultants or agents, which will have a material, adverse impact on Buyer, the Property or the intended use of the Property, Buyer, as its sole option and remedy, may either (i) terminate this transaction, thereby waiving any claims or actions that Buyer may have against City as a result of such inaccuracy or omission, or (ii) proceed with the Close of Escrow hereunder, thereby waiving any rights that Buyer may have against City as a result of such inaccuracy or omission. Buyer agrees that, under no circumstances, shall Buyer be entitled to purchase the Property hereunder and then bring any claim or action against City for damages as a result of such inaccuracy or omission, except if such inaccuracy or omission is based on fraud or intentional misrepresentation by City.
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14 (a) City’s Authority.
(i) City is the sole owner of fee title to the Property and has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby in the execution, delivery, and performance of this Agreement. Furthermore, the execution and delivery of this Agreement has been duly authorized and no other action by City is required in order to make it a valid and binding contractual obligation of City. The individual(s) executing this Agreement on behalf of City are authorized to do so. (b) No Prior Transfers. City has not previously sold, transferred or conveyed the Property, or (except as provided in this Agreement) granted to any other person or entity any right or interest in all or any part of the Property and City has not entered into any executory contracts for the sale of all or any part of the Property (other than this Agreement), nor do there exist any rights of first refusal or options to purchase the Property, other than this Agreement.
(c) Occupancy Agreements. To the City’s present actual knowledge, there are no leases or other agreements (whether oral or written) affecting or relating to the rights of any party with respect to the possession of the Property or any portion thereof which (other than this Agreement) will be in effect after Close of Escrow. (d) Hazardous Materials. Except as disclosed in the Documents and Materials, to the actual knowledge of City, the Property is not, as of the date of the Effective Date of this Agreement, in violation of any federal, state or local law, ordinance or regulation relating to Hazardous Materials (as defined herein), industrial hygiene or the environmental conditions on, under or about the Property including, but not limited to, soil and ground water condition.

16. Buyer’s Representations and Warranties. In consideration of City entering into this Agreement and as an inducement to City to sell the Property to Buyer, Buyer makes the following representations and warranties, each of which is material and is being relied upon by City (the continued truth and accuracy of which constitutes a condition precedent to City’s obligations hereunder):
(a) Buyer’s Authority. Buyer has the legal right, power, and authority to enter into this Agreement and to consummate the transactions contemplated hereby in the execution, delivery and performance of this Agreement and no other action by Buyer is requisite to the valid and binding execution, delivery, and performance of this Agreement. The individual(s) executing this Agreement on behalf of Buyer are authorized to do so.
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15 (b) Enforceability. This Agreement and all documents required hereby to be executed by Buyer are and shall be valid, legally binding obligations of and enforceable against Buyer in accordance with their terms. (c) Conflicting Documents. Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor the occurrence of the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the materials breach of any terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party. (d) No Side Agreements or Representations. Buyer represents, warrants, and covenants to City that Buyer has entered into this Agreement based upon its rights and intentions to independently inspect the Property. Except as specifically provided in Section 15 of this Agreement, neither City nor City’s representatives makes any representation or warranty regarding the condition of the Property, its past use, or its suitability for Buyer’s intended use. Buyer will be relying solely upon its own independent inspection, investigation, and analysis of the Property as it deems necessary or appropriate in so acquiring the Property from City, including, without limitation, any and all matters concerning the condition, use, development, or suitability of the Property.

17. Damage or Condemnation Prior to Closings. City shall promptly notify Buyer of any casualty to the Property or any condemnation proceeding considered or commenced prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any “material portion” (as defined herein) of the Property, City or Buyer may, each at its option, elect either to (i) terminate this Agreement, in which event Buyer will comply with Section 23(l) and except as otherwise provided herein no party shall have any further rights or obligations hereunder, or (ii) continue the Agreement in effect, in which event upon the Close of Escrow, Buyer, shall be entitled to any compensation, award, or other payments or relief resulting from such casualty or condemnation proceedings. The term “material portion” shall mean damages greater than One Hundred Fifty Thousand and 00/100th Dollars ($150,000.00).

18. Termination. Notwithstanding any other provision of this Agreement to the contrary, Buyer’s right to purchase the Property from City and City’s obligation to sell the Property to Buyer shall terminate, without notice or demand, on January 18, 2027(“Termination Date”). Buyer may extend this Agreement for up to one additional 12-month period ("Extension Period"), provided that Buyer submits a written notice to City of its intention to extend the Termination Date at least ten (10) days prior to the end of the then-current term. The Extension Period shall commence immediately following the Termination Date. Any further extension of the Termination Date will require written approval of both City and Buyer, each in its sole discretion. 849
16 19. Notices. All notices, demands, consents, requests or other communications required to or permitted to be given pursuant to this Agreement shall be in writing, addressed to the parties in the manner set forth below, and be given only in accordance with the provisions of this Section 19. All such items shall be sent by:
personal delivery, in which case notice is effective upon delivery; certified or registered mail, return receipt requested, in which case notice shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; or nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service (or, if delivery is not during regular business hours on a business day, then on the next business day).

The addresses of the parties to receive notices are as follows:

20. Brokers. Each of City and Buyer represent that it has not engaged nor is it aware of any person entitled to any brokerage commission or finder’s fee in connection 850
17 with any transaction under this Agreement. Each party agrees to indemnify the other parties against any claim asserted against or adjudged against any other party, for any brokerage commission or finder’s fee or any like compensation occasioned by or as a result of any act or omission of each such party, including all attorney’s fees, costs, expenses and any other fees incurred by, charged against or adjudicated against, the other party, whether or not suit is filed, which are related to this indemnity agreement or enforcement thereof.

21. Assignment. Buyer shall not assign its right, title, or interest in this Agreement to any other party without the prior written consent of City, which determination may be withheld in City’s sole and absolute discretion. Buyer may, however, assign this Agreement and all of Buyer’s rights under it to an entity in which Buyer has a controlling ownership interest, subject to the terms of this Agreement, provided that (i) such assignee assumes in a writing reasonably acceptable to City, all of the obligations of Buyer, (ii) City receives prior written notice of such assignment, (iii) the original Buyer remains fully liable for all Buyer obligations under this Agreement, and (iv) the assignee agrees to execute all documents and perform all obligations of Buyer as if such assignee were the original Buyer under this Agreement.

22. CEQA. To comply with CEQA and give the public the opportunity to be aware of the environmental consequences of the Project, and to fully participate in the CEQA process, the parties acknowledge that City has no obligation to approve and Buyer has no obligation to develop the Project unless and until the applicable parties have negotiated, executed and delivered mutually acceptable agreements based upon information produced from the CEQA environmental review process and any other public review and hearing processes, subject to all applicable governmental approvals. City shall retain discretion in accordance with applicable law before action on the Project by City’s governing body to (i) identify and impose mitigation measures to mitigate significant environmental impacts, if any; (ii) select other feasible alternatives to avoid significant environmental impacts, if any; (iii) balance the benefits of the Project against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided; or (iv) determine not to proceed with the Project.

23. Miscellaneous.
(a) Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. (b) Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for 851
18 performance of any other obligation or act except those of the waiving party, which shall be extended by a period of time equal to the period of the delay. (c) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the grantees, transferees, successors and permitted assigns of the parties hereto.
(d) Entire Agreement. This Agreement (including all Recitals and Exhibits attached hereto), is the final expression of, and contains the entire agreement between and among, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented, superseded, canceled or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein. The parties do not intend to confer any benefit here under on any person, firm, or corporation other than the parties hereto.
(e) Time of Essence. City and Buyer hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof and that failure to timely perform any of the terms, conditions, obligations or provisions hereof by any party shall constitute a material breach of and a non-curable (but waivable) default under this Agreement by the party so failing to perform.
(f) Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed by the parties to create the relationship of principal and agent, a partnership, joint venture, or any other association between or among Buyer and City. (g) Construction/Exhibits. Headings at the beginning of each paragraph and subparagraph are solely for the convenience of the parties and are not a part of the Agreement. Whenever required by the context of this Agreement, the singular shall include the plural, and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to paragraphs, Sections, subparagraphs, and subsections are to this Agreement. All exhibits referred to in this Agreement are attached and incorporated herein by this reference.
(h) Governing Law/Venue. The parties hereto acknowledge that this Agreement has been negotiated and entered into in the State of California. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. The parties hereto agree that the exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the applicable Court of El Dorado County, California, or, in the alternative, in cases where Federal jurisdiction is available, in the United States District Court for the Eastern District of California. 852
19 (i) Days of Week. A “business day,” as used herein, shall mean any day other than a Saturday, Sunday, or holiday, as defined in Section 6700 of the California Government Code. If any date for performance herein falls on a day other than a business day, the time for such performance shall be extended to 5:00 p.m. on the next business day.
(j) Possession of Property. Subject to the Buyer Approved Conditions of Title, Buyer shall be entitled to the possession of the Property immediately following the Close of Escrow.
(k) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
(l) Termination Documents. If this Agreement is terminated prior to the Close of Escrow for any reason, Buyer shall deliver to City the following documents and materials (collectively hereinafter referred to as the “Termination Documents”): (i) the Documents and Materials delivered to Buyer by City, and (ii) at no cost and without warranty as to correctness, copies of all reports, studies, maps and engineering studies that were generated by third parties for Buyer with respect to the Property, including, but not limited to, all environmental reports, surveys, marketing reports, geotechnical reports, lot studies and improvement plans.
(m) City Payment Upon Reversion of Property. If Buyer fails to fulfil the condition subsequent to achieve funding for construction of the Project by the deadline in the Grant Deed and the City exercises its right to terminate the Grant Deed and reenter the Property, then the City shall pay Buyer an amount equal to the Buyer’s out-of-pocket costs paid to third parties for the Project, excluding any City contributions such as the PLDA, which costs shall be documented by invoices from the third parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.

BUYER: CITY:

NDC Lake Tahoe LP CITY OF SOUTH LAKE TAHOE
By: By:

Name: Name:

Title: Title:

Date: Date:
853
20 ATTEST:

By:

Susan Blankenship,
City Clerk
APPROVED AS TO FORM:

By:

Heather Stroud, City
Attorney
854
21 Schedule of Exhibits
Exhibit A Legal Description of Property
Exhibit B Buyer Grant Deed
Schedule 1 Legal Description of Property
Exhibit C Affordable Housing Covenant
Exhibit D List of Documents and Materials
Exhibit E Phase 1 Improvements Description
855
1 RECEIPT BY ESCROW HOLDER
Escrow Holder hereby acknowledges receipt of a fully executed copy of the foregoing Agreement on this date and agrees to abide by the escrow instructions applicable to it contained therein.

Escrow Holder:

Old Republic Title, Oakland
By:

Name: _____________________________
Its: Escrow Officer
Contact Information:
______________________________
______________________________
______________________________
Attention: _________________
Email: ____________________
856

EXHIBIT A
Legal Description of Property
The land referred to in this Agreement is situated in the State of California, County of El Dorado, City of South Lake Tahoe, and is described as follows:

All that portion of the Northwest quarter of Section 34, Township 13 North, Range 18 East, M.D.B.&M., identified as Assessor’s Parcel Number 029-170-008, and more particularly described as follows:

PARCEL NO. 1:

Commencing at the intersection of the Northwest quarter of Section 34 and the State Highway known as the Lincoln Highway, Southerly right of way line; thence along the South side of said Highway right of way line, bearing North 60° 08' East, 1707.40 feet; thence South 45° 56' East to a point distance 150 feet at right angles from said right of way line, which said point is the point of beginning; thence South 45° 56' East to the Northwesterly line of the County Road, sometimes known as the Meyers Road or Pioneer Trail; thence South 17° 02' West along said last named road, 101.73 feet; thence North 62° 37' West, 18.56 feet; thence North 45° 56' West to a point distant 150 feet at right angles from said right of way line of the State Highway; thence North 60° 08' East to the point of beginning.

PARCEL NO. 2:

Commencing at the intersection of the dividing line between the Northwest quarter and the Southwest quarter of the Northwest quarter of Section 34, Township 13 North, Range 18 East, M.D.B.&M., and the Southeasterly line of the Lincoln Highway; thence Northeasterly along the Southeasterly line of said Highway bearing North 60° 08' East 1707.40 feet to the point of beginning; thence North 60° 08' East along the Southerly Highway right of way line a distance of 76.67 feet; thence on a 2240 foot radius curve to the left along said Highway right of way line a distance of 23.33 feet; thence South 45° 56' East a distance of 219.08 feet to a point on the Northwesterly right of way line of the County Road (Meyers Road or Pioneer Trail); thence South 27° 23' West along the Northwesterly right of way line of Meyers Road, a distance of 100.02 feet; thence North 45° 56' West a distance of 275.20 feet to the point of beginning.

PARCEL NO. 3:

All that portion of Section 34, Township 13 North, Range 18 East, M.D.B.&M., more particularly described as follows: Beginning at a point on the Southeasterly right of way line of the California State Highway between Bijou and Lakeside, said point being North 60° 08' East, 1607.40 feet from the intersection of said right of way line with the East and West center lie of the Northwest quarter of Section 34, Township 13 North, Range 18 East, M.D.B.&M; thence South 45° 43' East 150 feet; thence North 60° 08' East 100 feet; thence North 45°56' West 150 feet to said line of the State Highway; thence South 60° 08' West 100 feet to the point of commencement.
857
Grant Deed - 1

EXHIBIT B
Buyer Grant Deed
RECORDING REQUESTED BY:

WHEN RECORDED MAIL
TO AND MAIL TAX STATEMENTS TO:
(Above Space for Recorder’s Use Only)

GRANT DEED
To be recorded without fee per Government Code Section 27383 The undersigned grantor declares:

Exempt from Documentary Transfer Tax pursuant
to Section 11922 of the Revenue and
Taxation Code, as amended
County of El Dorado
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF SOUTH LAKE TAHOE, a municipal corporation (“Grantor”), hereby grants to NDC Lake Tahoe LP, a California limited partnership (“Grantee”), all of that certain real property in the County of El Dorado, State of California, described on Schedule 1 attached hereto (“Property”), subject to all matters of title or of record or any matters that would be disclosed by an accurate survey, in fee simple on the condition subsequent that Grantee is required to secure financing to complete construction of the affordable housing project approved by City of South Lake Tahoe Major Design Review Permit Number 24-173 within eight (8) years of recordation of this Grant Deed. If such condition subsequent is not satisfied, then Grantor may elect, in its sole discretion, to terminate this Grant Deed such that the real property described on Schedule 1 shall revert to Grantor.

IN WITNESS WHEREOF, the Grantor has caused this Deed to be executed as of the ___ day of ________________, 202__.
858
Grant Deed - 2

CITY OF SOUTH LAKE TAHOE
By:

Name:

Title:
859
Grant Deed - 3

ACKNOWLEDGMENT
State of California )
) ss
County of ___________ )
On , before
me,___________________________________________,
(Name of Notary)
notary public, 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.

(Notary Signature)
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.
860
Grant Deed - 4
SCHEDULE 1
Legal Description of Property
The land referred to in this Deed is situated in the State of California, County of El Dorado, City of South Lake Tahoe, and is described as follows:

All that portion of the Northwest quarter of Section 34, Township 13 North, Range 18 East, M.D.B.&M., identified as Assessor’s Parcel Number 029-170-008, and more particularly described as follows:

PARCEL NO. 1:

PARCEL NO. 2:

PARCEL NO. 3:

EXHIBIT C
862
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863
D-010-2024
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865
D-010-2024
866
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867
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868
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869

EXHIBIT D
List of Documents and Materials

1. All reports, maps, and studies relating to Property in City’s possession to City’s actual knowledge (as defined in the Agreement)

2. Such additional documents as Buyer may reasonably request concerning the Property in City’s possession to City's actual knowledge (as defined in the Agreement).

Property as used herein, means the subject Property and not any surrounding Property.

Buyer may not rely on any reports or studies because they are not issued in Buyer’s name.
870

EXHIBIT E
Phase 1 Improvements Description
The Phase 1 Improvements shall include on-site and off-site improvements. This entails but is not limited to the following: site clearing, tree removal, excavation, grading, wet and dry utilities, off-site improvements, site concrete (sidewalks, curbs, gutters), asphalt paving and concrete slab installation.

The table on the following page is an estimate of the scope and cost to complete the Phase 1 Improvements scope. NDC Lake Tahoe LP reserves the right to revise the Phase 1 Improvements estimated budget following the execution of this PSA amendment. 871
Estimated Phase 1 Improvements Scope/Budget
872

PREDEVELOPMENT LOAN AND DEVELOPMENT AGREEMENT
This PREDEVELOPMENT LOAN AND DEVELOPMENT AGREEMENT ("Agreement") is entered into effective as of May 7, 2024 ("Effective Date") by and between the CITY OF SOUTH LAKE TAHOE, a municipal corporation ("City" or "Lender") and NOC LAKE TAHOE, LP, a California limited partnership ("Borrower").

RECITALS
A Pursuant to that certain Agreement of Purchase and Sale, dated November 7, 2023 ("Purchase Agreement"), by and among the Borrower (or the Borrower's predecessor Nevin Development Corp.), City and South Tahoe Redevelopment Successor Agency ("Successor Agency") the City has acquired from the Successor Agency, and Borrower has the right to acquire from the City, approximately 1.16 acres in the City, known as 3900 and 3908 Lake Tahoe Boulevard (Assessor's Parcel Nos. 029-170-001 and 029-170-002), as more particularly described in the Purchase Agreement ("Property"). All conditions to effectiveness of the PSA were satisfied by, and the PSA became fully effective, on January 18, 2024.

B. Borrower is seeking to acquire the Property to develop thereon a 100% mixedincome affordable housing development project which is proposed to consist of a minimum of 75 residential units, as well as community amenities on the ground floor ("Project"). As provided in Gov't Code section 54221 (f)(1 )(F)(i) and the Declaration of Affordable Housing Covenants, Conditions and Restrictions, dated on or about April 18, 2024 and submitted for recording in the Official Records of El Dorado County ("Affordable Housing Covenant"), the Property may be used solely for the development and operation of a rental housing development, which may have ancillary commercial ground floor uses, that restricts 100 percent of the residential units to persons and families of low or moderate income, with at least 75 percent of the assisted residential units restricted to lower income households, as defined in Health and Safety Code section 50079.5, with an affordable rent, as defined in Health and Safety Code section 50052.5, for a minimum of 55 years following completion of the Project, and in no event shall the maximum rent level be higher than 20 percent below the median market rents for the neighborhood in which the Affordable Housing Site is located. "Completion of the project" shall mean the date upon which the last certificate of occupancy for the Project is issued by the City.

C. City has agreed to provide an up to $564,073.00 predevelopment loan (the "Predevelopment Loan") to Borrower, at a regular interest rate of Three Percent (3%) per annum {the "Interest Rate") pursuant to the terms and conditions set forth herein and the Predevelopment Note (as defined below) to pay a portion of the costs ("Predevelopment Costs") of certain Borrower consultants, contractors, professionals, or suppliers (including Borrower's architect, "Contractors") performing Project predevelopment activities including studies, site investigation, feasibility analyses, architectural and engineering services, and preparation of applications for entitlements and construction and permanent financing, as more specifically described in Exhibit A attached hereto (as amended from time to time with City approval, "Predevelopment Work"), as Predevelopment Costs for Predevelopment Work are incurred.

D. The parties intend the Predevelopment Work to be obtained generally in accordance with the schedule contained at Exhibit B attached hereto (as amended from time to time with City approval, "Predevelopment Schedule").

E. Concurrently herewith Borrower will execute (i) a promissory note in the maximum 1 C-092-2024 873
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amount of the Predevelopment Loan ( as further defined below, “ Predevelopment Note”), and ii) an Assignment of Predevelopment Work ( as further defined below, “ Assignment Agreement” and together with this Agreement and the Predevelopment Note, the “ Loan Documents”) which will provide City with a security interest in the Predevelopment Work, all as provided in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Predevelopment Loan.
a) Predevelopment Loan and Note. Subject to the terms and conditions of this Agreement and the Predevelopment Note, and so long as no Event of Default exists and is continuing, the City shall make Predevelopment Loan advances to Borrower, provided that the aggregate principal amount of the advances after giving effect to any proposed borrowing shall not exceed $ 564,073.00 upon the terms and conditions and for the purposes set forth in this Agreement. The Predevelopment Loan shall be evidenced by the Predevelopment Note, which shall be dated as of the Effective Date and executed by Borrower, substantially in the form attached hereto as Exhibit C.
b) Term; Termination Date. Unless otherwise earlier terminated as provided herein, the term of this Agreement shall expire on the date that the right of Borrower or a Borrower assignee permitted by Purchase Agreement Section 30 (“ Permitted Assignee”) to purchase the Property from the City terminates under Purchase Agreement Section 27(b) (including permitted extensions, the “ Termination Date”). As of the Effective Date, the Termination Date ( without regard to potential extensions under the Purchase Agreement) is January 18, 2026. If Borrower exercises its rights to extend the Termination Date under the Purchase Agreement, the Termination Date under this Agreement shall be automatically extended. c) Rollover Upon Property Purchase. Upon purchase of the Property by Borrower or a Permitted Assignee, the entire outstanding principal balance of the Predevelopment Loan, together with interest accrued thereon, and all other sums due under the Predevelopment Note, shall be “ rolled over” into, and included as part of, the principal balance of any new permanent loan the City provides to Borrower or Permitted Assignee as may be reasonably approved by the City and Borrower ( or Permitted Assignee) ( the “City Permanent Loan”). If no City Permanent Loan is agreed upon, City shall convert the Predevelopment Loan into a new deferred payment loan (payable from Project residual receipts after operating expenses) with a 55-year term, an interest rate not exceeding the lower of (1) the then applicable federal rate for long term loans, (2) the Interest Rate, and such other terms (including security) as may reasonably approved by the City and Borrower ( or Permitted Assignee). Upon such a rollover, the Assignment Agreement will terminate.
d) Termination.
i) For Default. City shall have the right to terminate this Agreement upon Borrower’ s default under this Agreement and failure to cure within the applicable cure periods specified in Section 8(a).
ii) Mutual Agreement. This Agreement may be terminated with the written consent of both City and Borrower.
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iii) Inability to Develop Project. The parties acknowledge that as of the Effective Date, the intended Project, specifically a residential housing development with at least 75 units, would not be permitted under applicable land planning regulations (“ Planning Regulations”), including ( i) the Tahoe Regional Planning Agency (“ TRPA”)’ s Lake Tahoe Regional Plan Area (“ Regional Plan”) or (ii) the City’s Tourist Core Area Plan (“ TCAP”). ( See also Section 7(b).) The parties also acknowledge that as of the Effective Date, there are no assurances that Borrower will be able to obtain sufficient funding for the Project ( or any other project on the Property acceptable to the City) by the Termination Date. Therefore, the parties agree that if, on or after January 18, 2026 Borrower or the City reasonably determines that ( A) the applicable Planning Regulations are not likely to be amended to permit the proposed Project by the Termination Date (including any extensions thereof), ( B) sufficient funding for the Project is not likely to be obtained, or ( C) the assumptions and terms set forth in Section 7 cannot be satisfied or have materially changed, then either party shall have the right to terminate this Agreement with ten (10) days prior written notice to the other party. iv) Effect of Termination. If this Agreement is terminated pursuant to this Section 1(d), City shall be entitled to do either or both of the following: ( i) decline any further request for distribution of the Predevelopment Loan; and ( ii) exercise its rights under the Assignment Agreement, in which event Borrower shall promptly convey to City all Predevelopment Work in its then-current form, in full and complete satisfaction of any and all of Borrower’ s obligations and liabilities to the City under the Predevelopment Loan. e) Security for the Predevelopment Loan; Nonrecourse.
i) The Predevelopment Note shall be secured by the assignment to City of Borrower’ s interests in and rights to any and all Predevelopment Work financed in whole or in part with the Predevelopment Loan pursuant to an Agreement of Predevelopment Work that Borrower shall execute substantially in the form attached hereto as Exhibit D (“ Assignment Agreement”) and deliver to City concurrently with the execution of this Agreement. ii) The City agrees that it will not seek to obtain payment from or a personal judgment against Borrower or any member, officer, director or employee thereof for the payment of any amounts due under the Predevelopment Note or under this Agreement following an Event of Default ( as defined in Section 8(a)) or other termination of this Agreement, including without limitation Borrower’ s inability to develop the Project. The City’s sole recourse for payment of any amounts due under the Predevelopment Note or this Agreement will be limited to the exercise of the City’s rights under the Assignment Agreement; provided, however, that this Subsection ( ii) does not limit in any way the City’s right to recover losses incurred by the City as a result of Borrower’ s fraud, willful misrepresentation or misapplication of funds. f) Use of Predevelopment Loan. The Predevelopment Loan shall be used solely and exclusively for the payment or reimbursement of the eligible, City-approved Predevelopment Costs.

2. General Conditions Precedent to Disbursement of Funds. City’s obligation to disburse the Predevelopment Loan is conditioned upon satisfaction of all of the following conditions:
a) Borrower’ s execution and delivery to the City of this Agreement, the Predevelopment Note and the Assignment Agreement;
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b) Borrower’ s delivery to the City of an executed and completed Consent and Agreement of Contractor, substantially in form attached to the Assignment Agreement as Schedule 1 (“ Contractor Consents”), from the following project contractors for which a disbursement is requested: ( i) architects, ( ii) civil engineers, ( iii) surveyors, ( iv) landscapers, ( v) traffic consultants, and ( vi) and any other Project contractor with an expected contract amount exceeding $ 50,000 ( individually and collectively, “ Contractor” or “ Contractors”), and upon request by the City, Borrower delivery to City of a copy of any requested Contractor contracts and agreements (“ Contractor Contracts”);
c) Borrower’ s delivery to the City of evidence of insurance coverage in the form and in such amounts as set forth in the attached Exhibit E; and d) Borrower’ s delivery to the City of certified copies of Borrower’ s organizational documents, good standing certificate( s), and corporate resolution( s) approving the execution and delivery of the Loan Documents; and
e) Such other instruments and documents as Lender may reasonably request.

3. Disbursement of Predevelopment Loan.
a) Borrower Representations and Warranties with Each Disbursement. Each request by the Borrower for a disbursement under this Agreement: ( i) shall constitute the Borrower’ s affirmation that the representations and warranties contained in this Agreement remain true and correct in all material respects as of the date of such request; ( ii) shall constitute the Borrower’ s representation and warranty that the information set forth in each such request and any certification by the Borrower or any other Contractor supplied in connection therewith is true and correct in all material respects and omits no material fact necessary to make the same not misleading; ( iii) shall constitute Borrower’ s affirmation that the requested disbursement shall not cause Lender to disburse to Borrower in aggregate more than the agreed amount of the Predevelopment Loan; and ( iv) shall constitute the Borrower’ s affirmation of compliance in all material respects with the covenants contained in this Agreement. b) Requests for Disbursements. The Predevelopment Loan shall be disbursed as the work to be paid for by the Predevelopment Loan is performed or is completed, or to reimburse Borrower for completed or ongoing work for which Borrower has previously paid.

Borrower shall submit disbursement requests to Lender not more frequently than one time each calendar month. Lender will make a good faith effort to notify Borrower of any deficiencies in a disbursement request within ten ( 10) calendar days after such request, and to disburse the Predevelopment Loan under each disbursement request within twenty ( 20) calendar days after the request.
i) Each request for a disbursement shall be made to the Lender in writing, and disbursements shall not be requested more frequently than monthly. Each request for disbursement shall be funded within twenty (20) days after it has been properly submitted and when conditions on advances under Section 2 have been satisfied. Each request for a disbursement must contain the following:

I) a letter from Borrower requesting a disbursement, which should contain any special funding instructions and an executed Certification of Request for Payment of Predevelopment Costs in a form attached hereto as Exhibit F; 876
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II) Borrower’ s certification that it is in compliance with the latest approved Predevelopment Schedule or, if not, a certification that it is in compliance with the latest approved Predevelopment Schedule except for specifically identified items, together with a reasonable explanation of (x) the reasons for each excepted item and (y) for those items within Borrower’ s reasonable control, an explanation of how and when Borrower expects the item to be back on schedule or completed, as applicable.

III) as requested by Lender, invoices, cancelled checks, and any additional supporting documentation for Predevelopment Costs previously paid by Lender and invoices and supporting documentation for the current disbursement request; and IV) such other certificates, documents, information, or instruments the Lender shall reasonably require to substantiate the same. c) Disbursements Contingent on Lender’ s Satisfaction. Lender shall not be obligated to make any disbursements unless Lender is satisfied in its reasonable judgment that the conditions precedent to the making of such disbursements, have been satisfied by the Borrower, this disbursement shall not cause Lender to disburse more than the agreed amount of the Predevelopment Loan, and Borrower is in compliance with its obligations under the Loan Documents ( including without limitation the Development Schedule and all Predevelopment Schedule updates).
d) Lender’ s Right to Withhold Disbursements. Lender shall have the right to withhold disbursements, in whole or in part, if: (i) Predevelopment Work is in any material respect not in accordance with the Loan Documents; ( ii) any contractor’ s or mechanic’ s lien, laborer’ s lien, notice of contract or other like instrument or claim relating to the Predevelopment Work has been recorded or filed ( and/or Lender has received notice of the same), such lien or claim is not promptly discharged of record, and such lien or claim is not a result of Lender’ s failure to disburse the Predevelopment Loan in a timely manner; or (iii) Borrower is in default ( after any applicable notice and cure period) under any obligations to the Lender under the Loan Documents. e) No Obligation to Disburse Proceeds Upon Default or Termination.

Notwithstanding any other provision of this Agreement, the City shall have no obligation to disburse any portion of the Predevelopment Loan to Borrower following:
i) the failure of any of Borrower’ s representations and warranties set forth in this Agreement to be true and correct in all material respects; ii) termination of this Agreement by either mutual agreement of the parties, or by the City pursuant to Section 1(d)(iii); or iii) the occurrence and continuance of an Event of Default under this Agreement, the Predevelopment Note, or the Assignment Agreement. f) [ already in (d) above]

4. General Borrower Development and Reporting Obligations. a) General. Until the termination of this Agreement, Borrower shall use commercially reasonably diligent efforts, to obtain all required approvals and financing it deems necessary for the Project, at its sole cost and expense except as provided in this Agreement. 877
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b) Reporting Obligations. At least quarterly, or at such other times as City may reasonably request, Borrower shall provide Lender with a written report including the following:
i) Status of all obtaining all required Project approvals. ii) Status of obtaining all required Project financing. iii) Updated Predevelopment Schedule, identifying all then-completed tasks, and proposed amendments ( if any).
iv) Such other Project- related matters as City and Borrower may agree.

5. Equal Opportunity; Non-Discrimination.
a) Equal Opportunity. There shall be no discrimination 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 hiring, firing, promoting or demoting of any person engaged in predevelopment or construction work related to the Project, and Borrower shall direct its Contractors to refrain from discrimination on such basis.

6. Additional Covenants, Representations and Warranties of Borrower. a) Representations of Borrower. Borrower represents and warrants to the City as follows:
i) Organization of Borrower. Borrower is a duly limited partnership, validly existing and in good standing under the laws of the State of California. Borrower has all requisite power and authority to acquire the Property, to develop, own and operate the Project, to carry on its business as now conducted, and to execute, deliver and perform its obligations under this Agreement, the Predevelopment Note, and the Assignment Agreement. ii) Authorization of the Predevelopment Loan; No Violation. The execution, delivery and performance of this Agreement, the Predevelopment Note, and the Assignment Agreement have been duly authorized by Borrower, and this Agreement, the Predevelopment Note, and the Assignment Agreement, when duly executed and delivered, will constitute the valid and binding obligations of Borrower enforceable in accordance with their respective terms. Borrower’ s execution of this Agreement, the Predevelopment Note, and the Assignment Agreement and performance thereunder will not result in a breach of or constitute a default under any agreement, indenture or other instrument to which Borrower is a party or by which Borrower may be bound. The persons executing the Predevelopment Note, this Agreement, and the Assignment Agreement on behalf of Borrower have been duly authorized to do so.
iii) Litigation; Bankruptcy. There are no pending or, to Borrower’ s knowledge, threatened actions or proceedings before any court or administrative agency which may adversely affect the financial condition or operation of Borrower or any of its members or managers or Borrower’ s ability to carry out the obligations of Borrower under this Agreement.

Borrower is not the subject of any action under federal or state Bankruptcy Law. b) Indemnification. Borrower shall indemnify, defend ( with counsel approved by City), and hold the City, and its elected and appointed officers, officials, employees, agents, 878
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and representatives ( all of the foregoing, collectively, “ Indemnitees”) harmless from and against all losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses ( including without limitation reasonable attorneys’ fees and court costs) or liabilities of any kind (all of the foregoing, collectively “ Claims”) arising directly or indirectly in any manner in connection with or resulting from ( i) any and all predevelopment, development or construction activities conducted in connection with the Property or the Project, including without limitation, site investigations conducted by or for Borrower, ( ii) any failure of any of Borrower’ s representations or warranties set forth in this Agreement, or made by Borrower in connection with the execution and delivery of this Agreement or in any certificate furnished pursuant hereto, or in connection with any request for disbursement of the Predevelopment Loan to be correct in all material respects, (iii) any Claim, whether meritorious or not, brought or asserted against any Indemnitee which relates to or arises in connection with the Predevelopment Loan, the Predevelopment Note, the Assignment Agreement, or any transaction contemplated thereby, or the relationship between Borrower and City. Borrower’ s obligations under this Section shall survive the making and repayment of the Predevelopment Loan and the expiration or termination of this Agreement. Borrower’ s indemnity obligations shall not apply to Claims ( 1) to the extent arising as a result of the willful misconduct or gross negligence of the Indemnitees, or ( 2) arising from events occurring on or after the Termination Date if City has exercised its rights under the Assignment Agreement and taken ownership and liability of any Contractor Contract.
c) Insurance. Borrower shall maintain and keep in force, at Borrower’ s expense, the insurance coverage set forth in Exhibit E. For each of Borrower’ s insurance policies, Borrower shall provide to City within ten days following execution of this Agreement, but in no event later than the initial disbursement of the Predevelopment Loan, a certificate of insurance and an endorsement which provides that no cancellation, major change in coverage or expiration will be effective during the term of this Agreement without 30 days written notice to the City prior to the effective date of such cancellation, change in coverage or expiration. Upon request by the City from time to time, Borrower shall deliver to the City originals or copies of all such insurance policies and certificates evidencing such policies.
d) Books and Records. The City shall have the right, during business hours and after reasonable notice to Borrower, to inspect and copy Borrower’ s books and records concerning the Property, the Project and the use of the Predevelopment Loan. e) Funder Obligations. The Borrower will comply with any commercially reasonable requirement of any provider of Predevelopment Loan funds to the City (such as, for example, the California Department of Housing and Community Development (“ HCD”)) that the City may provide to the Borrower.
f) Other Documents. Upon City’s reasonable request, Borrower shall deliver to the City copies of documents related to the Project, including without limitation, construction contracts, consulting agreements, architects’ agreements, loan and financing applications, studies, reports, loan documents, management plans, and property management agreements.

7. Other Development Matters.
a) The parties are entering into this Agreement based on, among others, the following Project assumptions:
i) Prevailing wages will likely be required.
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ii) Average income will be less than 60% AMI for assisted units. iii) A parking management plan will be required in order to provide a parking ratio of at or below 1:1 (parking to units)
iv) The development program assumes the primary funding sources are 4% or 9% LIHTC and bonds and that additional local, state and/or federal subsidies will be required.
v) The final Project design must be approved by the appropriate planning agencies ( City and TRPA).
b) Additionally, Borrower and City acknowledge the current zoning ( TSC-MU) per the Tourist Core Area Plan (“TCPA”) allows a maximum of 32 units to be developed on the Site, with a maximum allowable height of 56’ and up to 70% lot coverage. City and Borrower will work together with the TRPA in an effort to increase the allowable density and height through an amendment to the Area Plan or other permissible means, but City gives no assurances as to the type ( if any) commitments the City could or would make to achieve acceptable Project density and height, or whether any efforts to achieve those goals would succeed. c) Borrower and City agree that the precise affordability levels, the site plan, unit count, and any public improvements may be revised as agreed to by Borrower and City over time in order to meet the needs of the community and to create a successful and feasible Project. d) City makes no commitments on the amount of permanent financing City will be able to make, other than the Predevelopment Loan and any rollover of same set forth in Section 1(c). City acknowledges that Borrower has requested up to a maximum $ 100,000 per unit permanent gap financing at a 3% residual receipts interest rate and 55 year term, on terms to be negotiated in good faith.

8. Default and Remedies.
a) Events of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder (“ Event of Default”):
i) An Event of Default is declared under the Predevelopment Note, the Assignment Agreement, or the Purchase Agreement and remains uncured after 10 days of Borrower’ s receipt of notice of such Event of Default. ii) Any of Borrower’ s representations or warranties contained in the Purchase Agreement or this Agreement, or made by Borrower in connection with the execution and delivery of this Agreement or in any certificate furnished pursuant hereto, or in connection with any request for disbursement of the Predevelopment Loan shall prove to have been incorrect when made in any material respect.
iii) Pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“ Bankruptcy Law”), Borrower: ( i) commences a voluntary case or proceeding; ( ii) consents to the entry of an order for relief against Borrower in an involuntary case; ( iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower; ( iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due. 880
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iv) A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that ( i) is for relief against Borrower in an involuntary case, ( ii) appoints a trustee, receiver, assignee, liquidator or similar official for Borrower or substantially all of Borrower’ s assets, (iii) orders the liquidation of Borrower, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project, and in each case the order or decree is not released, vacated, dismissed or fully bonded within 60 days after its issuance.
v) Borrower fails to maintain insurance as required pursuant to this Agreement, and Borrower fails to cure such default within 10 days. vi) Borrower fails to use the Predevelopment Loan in accordance with this Agreement or fails to use the Predevelopment Loan in accordance with a Borrower disbursement request.
vii) Borrower defaults in the performance of any term, provision, covenant or agreement contained in the Purchase Agreement or this Agreement other than an obligation enumerated in this Section 4(a), and unless such a shorter cure period is specified for such default, the default continues for ten (10) days in the event of a monetary default or thirty 30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Borrower, provided that in the case of a nonmonetary default that is not susceptible of cure within thirty ( 30) days, an Event of Default shall not arise hereunder if Borrower commences to cure the default within thirty ( 30) days and thereafter prosecutes the curing of such default to completion with due diligence and in good faith, but in no event longer than 90 days from the receipt of notice of default.
b) Remedies. Upon the occurrence of an Event of Default, the City shall have the following rights, in addition to any other rights and remedies provided by law:
i) The City may declare the entire outstanding principal balance of the Predevelopment Loan and interest accrued at the default rate specified in the Predevelopment Note immediately due and payable;
ii) The City may exercise any and all rights and remedies granted to the City pursuant to the Assignment Agreement; and
iii) The City may terminate this Agreement.

Each of the remedies provided herein is cumulative and not exclusive of, and shall not prejudice any other remedy provided herein, in the Purchase Agreement, the Predevelopment Note, or the Assignment Agreement. The City may exercise any rights and remedies available under applicable law, in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement.

9. CEQA Savings Clause. To comply with CEQA and give the public the opportunity to be aware of the environmental consequences of the Project, and to fully participate in the CEQA process, the Parties acknowledge that the City has no obligation to approve and Borrower has no obligation to develop the Project unless and until the Parties have negotiated, executed and delivered mutually acceptable agreements based upon information produced from the CEQA environmental review process and any other public review and hearing processes, subject to all 881
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applicable governmental approvals. City shall retain discretion in accordance with applicable law before action on the Project by the City Council to (i) identify and impose mitigation measures to mitigate significant environmental impacts, if any; ( ii) select other feasible alternatives to avoid significant environmental impacts, if any; ( iii) balance the benefits of the Project against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided; or (iv) determine not to proceed with the Project.

10. Miscellaneous.
a) Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. Notwithstanding the foregoing, City’s obligation to make the Predevelopment Loan is personal to Borrower, and this Agreement shall not be assignable by Borrower by operation of law or otherwise absent the express written consent of City, and any such assignment by operation of law or otherwise shall be void.
b) Notices. All notices, demands, consents, requests or other communications required to or permitted to be given pursuant to this Agreement shall be in writing, addressed to the parties in the manner set forth below, and be given only in accordance with the provisions of this Section 5(b). All such items shall be sent by: personal delivery, in which case notice is effective upon delivery; certified or registered mail, return receipt requested, in which case notice shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; or nationally recognized overnight courier, with charges prepaid or charged to the sender’ s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service ( or, if delivery is not during regular business hours on a business day, then on the next business day).

The addresses of the parties to receive notices are as follows:

To City: City of South Lake Tahoe
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
Attention: Joseph Irvin, City Manager
With a copy to: City Attorney
City of South Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
To Borrower: NDC Lake Tahoe LP
1990 North California Blvd., Suite 800
Walnut Creek, CA 94596
Attention: Iman Novin
Email: inovin@novindevelopment. com
With a copy to: SMR Development LLC,
529 N. Hillview Drive
Boise, ID 83712
Attention: Shellan Rodriguez
Email: shellan@smrdevelopment. com
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c) Waiver, Modification and Amendment. No failure or delay on the part of the City in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. No modification or waiver of any provision of this Agreement, nor any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. No amendment to or modification of this Agreement shall be effective unless and until such amendment or modification is in writing, properly approved in accordance with applicable procedures, and executed by the parties.
d) Further Assurances. The parties shall execute, acknowledge and deliver to the other parties such other documents and instruments, and shall take such other actions, as may reasonably be necessary to carry out the intent of this Agreement. e) Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish Borrower and City as partners, co-venturers, or principal and agent with one another. f) Action by the City. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, or consent by the City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the City’s City Manager or by any person who shall have been designated by the City Manager, without further approval by the City Council unless the City Manager determines in his discretion that such action requires such approval.
g) Non- Liability of City and City Officials, Employees and Agents. No member, official, employee or agent of the City shall be personally liable to Borrower, or any successor in interest to either in the event of any default or breach by the City, or for any amount of money which may become due to Borrower or any successor to either, or for any obligation of City under this Agreement.
h) No Third Party Beneficiaries. There shall be no third party beneficiaries to this Agreement.
i) Captions; Construction; Time is of the Essence. The headings of the sections and paragraphs of this Agreement have been inserted for convenience only and shall not be used to construe this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any party. Time is of the essence in the performance of this Agreement.
j) Governing Law; Venue. This Agreement, the Predevelopment Note, and the Assignment Agreement shall be construed and enforced in accordance with the laws of the State of California applicable to contracts executed and wholly performed in that State. Borrower agrees that any controversy arising under or in relation to this Agreement, the Predevelopment Note, or the Assignment Agreement shall be litigated exclusively in courts having jurisdiction in El Dorado County, California.
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k) Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties are materially altered or abridged by such invalidation, voiding or unenforceability. l) Entire Agreement; Exhibits. This Agreement, together with the Predevelopment Note, the Assignment Agreement, and the Purchase Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the parties with respect thereto. Exhibits A through E attached hereto are incorporated herein by this reference. m) City Status. Borrower recognizes and agrees that City is not a commercial lending institution, but a public agency exercising its authority to protect the public health, safety and welfare. Any duties or obligations which a commercial lending institution may have to Borrower shall not apply to this transaction except as set forth herein or in the Predevelopment Note or as otherwise required by law.
n) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

SIGNATURES ON FOLLOWING PAGE
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.

Borrower: City:

NDC LAKE TAHOE LP
By: NDC Lake Tahoe LLC, a California
limited liability company
Its: General Partner
By: Novin Development Corp., a
California corporation
Its: Sole Member

CITY OF SOUTH LAKE TAHOE
By: Cody Bass ( May 17, 2024 14: 32 EDT)
Name: Cody Bass
Its: Mayor
Date: 05/17/2024
By: Iman Novin (May 23, 2024 12: 48 PDT)
Name: Iman Novin
Its: President
Date: 05/23/2024
ATTEST:

By: Susan Blankenship (May 17, 2024 08:22 PDT)
Susan Blankenship, City Clerk
APPROVED AS TO FORM:

By: Heather Stroud (May 17, 2024 08:52 PDT)
Heather Stroud, City Attorney
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Exhibits
A Predevelopment Costs
B Predevelopment Schedule
C Form of Predevelopment Note
D Form of Assignment Agreement
Schedule 1: Contactor Consent
E Insurance Requirements
F Form of Certification of Request for Payment of Predevelopment Costs 886
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Exhibit A

PREDEVELOPMENT COSTS
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South Lake Tahoe
Predevelopment Budget
Budget Version v1.0
as of date 4/24/ 2024

PREDEVELOPMENT COST AMOUNT
Acquisition Price 0.00
Acquisition Costs $ 0.00
Pedevelopment Financing Costs $ 25,000.00
Architectural, Survey & Engineering $ 354,073.00
Planning Fees $ 35,000.00
Third Party Reports $ 50,000.00
Legal $ 50,000.00
Accounting, Administration, Consulting $ 50,000.00
TOTAL PREDEVELOPMENT BUDGET $ 564,073.00
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Exhibit B

PREDEVELOPMENT SCHEDULE
16 889
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South Lake Tahoe
Project Timeline
Budget Version v1.0
as of date 4/24/ 2024

MILESTONE ESTIMATED DATE
Survey June 2024
City's TCAP Approval from TRPA July 2024
Schematic Design July 2024
Design Approval - TRPA & CSLT December 2024
Soft Funding Application( s) 2025-2026
Tax Credit Application( s) 2026
Construction Start 180 Days After Tax Credit Award
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Exhibit C

FORM OF PREDEVELOPMENT NOTE
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PREDEVELOPMENT LOAN PROMISSORY NOTE
FOR
3900/3908 LAKE TAHOE BLVD.
564,073.00 South Lake Tahoe, California
202
FOR VALUE RECEIVED, the undersigned NDC LAKE TAHOE LP, a California limited partnership (“ Maker”) promises to pay to the order of the CITY OF SOUTH LAKE TAHOE, a municipal corporation (“ Holder,” or “ Lender”), or order, at City of South Lake Tahoe, 1901 Lisa Maloff Way, South Lake Tahoe, CA 96150 or at such other place as Lender may from time to time designate in writing, the principal sum of Five Hundred Sixty Four Thousand Seventy Three and 00/100 Dollars $ 564,073.00 or so much thereof as may be advanced and outstanding, in lawful money of the United States.

1. This Note evidences the “ Predevelopment Loan” as defined and described in that certain Predevelopment Loan and Development Agreement, dated of even date herewith, between Maker and Lender (the “ Loan Agreement”). Collectively this Note, the Loan Agreement and associated documents constitute the “ Loan Documents.” The principal amount of this Note will be disbursed as contemplated and controlled by the Loan Agreement.

All capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement, and the provisions of the Loan Agreement relating to the Predevelopment Loan are hereby incorporated herein by this reference.

2. Principal amount of this Note shall bear interest prior to maturity at the Interest Rate. The principal amount of this Note as stated above, or so much thereof as may be advanced and outstanding, shall be due and payable on the earlier of the following (“ Maturity Date”):
a) Termination of the Loan Agreement as provided therein, including without limitation on the Termination Date, for default, or otherwise; and b) Upon purchase of the Property by Borrower or a Permitted Assignee, as provided in the Loan Agreement.
c) Except as otherwise provided in the Loan Agreement, if the loan has not been repaid in full by the Maturity Date, then the Lender’ s sole recourse shall be limited to any assets assigned to Lender and any additional security granted to Lender under the Loan Documents, including without limitation Borrower’ s right, title and interest in and to the Predevelopment Work, and any other documents and work product relating to the Project that have been paid for in whole or in part by the Lender as assigned pursuant to the Assignment of Project Documents. The Lender, in its sole discretion, may accelerate repayment if an Event of Default occurs under any Loan Documents after the expiration of the applicable cure periods therein.
d) This Note may be prepaid in whole or in part at any time, and from time to time without premium or penalty.

3. It is expressly agreed that time is of the essence in this Note and in the event of:
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a) any default in the full and punctual payment of all or part of any installment of principal or interest hereunder as and when the same become due and payable; or b) upon the occurrence of any “ Event of Default” under the Loan Agreement and the expiration of any applicable period of grace within which the Maker may cure the same, there shall be an Event of Default under this Note;
then, in any such event, the Holder hereof, at its option, may declare the entire outstanding principal balance hereof, together with all costs, fees, expenses, charges for collection, including reasonable attorneys’ fees ( which shall include outside counsel fees and all allocated costs of Holder’s in-house counsel), and costs for declaratory relief, arbitration, prosecution or defense of any action related to this Note, to be immediately due and payable in full, without further demand or notice to Maker or to any other party.

4. Failure of the Holder to exercise any rights hereunder with respect to any default shall not excuse such default and shall not constitute the Holder’ s waiver of the right to the latter exercise thereof, in the absence of a written agreement to the contrary executed and delivered by the Holder hereof and subsequent to such default.

5. All payments hereunder shall be paid in lawful money of the United States, which, at the time of payment, shall be legal tender for the payment of all debts and dues, public and private.

6. All sums received hereunder shall be applied in the following order: first, upon an Event of Default to costs and expenses of the Lender incurred in connection with the Loan, including costs of collection and reasonable attorney’ s fees, second, to interest, and then to principal.

7. Maker, all endorsers and guarantors hereof, and all others who may become liable for all or any part of the indebtedness evidenced hereby: (i) agree to be jointly and severally bound hereby, as primary obligors; ( ii) jointly and severally waive and renounce any and all exception rights, including that of homestead, and the benefit of all valuation and appraisement privileges available to them or any of them pursuant to the Constitution or the laws of the United States or of any state, territory or jurisdiction, as against this debt or any renewal or extension thereof; and iii) jointly and severally waive presentment for payment, demand, notice of protest, and any and all lack of diligence or delays in collection or enforcement hereof or in bringing suit for the collection hereof or in taking any other action hereunder. Maker and all others who may become liable for all or any part of the indebtedness evidenced hereby further agree with the Holder thereof that said Holder may, without notice, in such manner, on such terms and for such times( s) as the Holder may see fit, increase, extend, or renew this Note, and/or release any maker hereof, and/or substitute or add guarantors, and/or substitute or release all or any part of the collateral ( real, personal or mixed) securing this Note, all without any way affecting, impairing, limiting, releasing or foregoing the joint and several liability of Maker and all endorsers and guarantors hereof not so released. The foregoing shall in all events be subject to the limitations on recourse set forth in Section 8 hereof.

8. The recourse of the Lender shall be limited as set forth in this Note and the Loan Agreement. It is agreed that the agreements limiting the exercise of remedies against Borrower or any member of Borrower, shall not:
a) constitute a release, discharge or waiver of the indebtedness evidenced by 893
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the Note and the indebtedness evidenced by the Note shall continue until satisfied or paid in full; b) limit or be construed to limit the personal liability of the Borrower or any member, for the performance of the covenants and obligations under the Loan Documents, other than the covenant to personally pay the indebtedness evidenced by the Note; or c) affect any additional remedies or liens which the Lender has for the indebtedness evidenced by the Note and for the enforcement of any rights which the Lender has under the Loan Documents.

9. Maker hereby represents and warrants to, and covenants with, Lender that the entire proceeds hereof have been or will be used for the purpose of eligible Predevelopment Costs incurred by Maker for the Project pursuant to the Loan Agreement.

10. The rights and obligations created hereunder shall be construed and enforced according to, and shall be governed by, the laws of the State of California applicable to contracts executed and wholly performed in that State.

11. The unenforceability or invalidity of any provision or provisions hereof shall not render any other provision or provisions hereof invalid or unenforceable.

WITNESS the following signatures.

NDC LAKE TAHOE LP
By: NDC Lake Tahoe LLC, a California limited liability company Its: General Partner
By: Novin Development Corp., a California corporation
Its: Sole Member
By: Iman Novin (May 23, 2024 12:48 PDT)
Name: Iman Novin
Its: President
Date: 05/23/2024
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Exhibit D

FORM OF ASSIGNMENT AGREEMENT
Attached)
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ASSIGNMENT OF PROJECT DOCUMENTS
3900/3908 LAKE TAHOE BLVD.

THIS ASSIGNMENT OF PROJECT DOCUMENTS ( the “ Assignment”) is made as of 202 by NDC LAKE TAHOE LP, a California limited partnership the “ Borrower”) in favor of the CITY OF SOUTH LAKE TAHOE, a municipal corporation ( the City” or “ Lender”).

WHEREAS, pursuant to terms more specifically described in a loan agreement between Lender and Borrower of even date herewith ( the “ Loan Agreement”), Lender intends to lend to Borrower up to and 00/100 Dollars ($ ) ( the
Predevelopment Loan”) to cover City-approved and budgeted predevelopment costs Predevelopment Costs”) to be paid to certain of Borrower’ s consultants, contractors, professionals, or suppliers ( including its architect, “ Contractors”) for studies, site investigation, feasibility analyses, architectural and engineering services, and preparation of applications for entitlements and construction and permanent financing ( the “Predevelopment Work”) related to a potential housing project development at 3900/3908 Lake Tahoe Blvd. in South Lake Tahoe, California ( as further described in the Loan Agreement, the “ Project”); and WHEREAS, the execution and delivery of this Assignment is a condition precedent to the performance by Lender of its obligations under the Loan Agreement.

NOW, THEREFORE, in consideration of the recitals set forth above and incorporated herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower agrees as follows:

1. Unless expressly defined herein, all capitalized terms used herein shall have the meanings ascribed to such terms in the Loan Agreement.

2. As security for the Predevelopment Loan, Borrower hereby grants, transfers and assigns to Lender, all the right, title and interest of Borrower in (i) the Predevelopment Work.

3. This Assignment is given for the purpose of securing the payment of all sums, now or at any time due Lender under any of the Loan Documents and any extensions, modifications, amendments and renewals thereof, and the performance and discharge of the obligations, covenants, conditions and agreements of Borrower contained in any of the Loan Documents.

Borrower hereby consents to the Lender filing one ( or more) financing statements, from time to time, with the California Secretary of State to evidence the assignment of the Predevelopment Work. Lender does not assume any of Borrower obligations or duties under any Predevelopment Work, including, but not limited to, the obligation to pay for the preparation of any Predevelopment Work unless and until the Lender exercises its rights pursuant to this Assignment.

4. Borrower hereby irrevocably appoints Lender as its attorney- in-fact, which power is coupled with an interest, so that Lender shall have the right to demand, receive, and enforce any and all of Borrower' s rights with respect to the Predevelopment Work, and to perform any and all acts in the name of Borrower or in the name of Lender with the same force and effect as if performed by Borrower in the absence of this Assignment, upon the occurrence and during the continuance of an event which, with notice or the passage of time or both, would constitute an Event of Default under the Loan Documents, or following any termination thereunder. Until such occurrence and upon Borrower’ s cure of any Event of Default permitted by the Loan Documents, 896
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Borrower shall be entitled to exercise all rights pertaining to the Predevelopment Work.

5. Borrower agrees as follows:
a) Borrower will faithfully abide by, perform and discharge each and every obligation, covenant, condition and agreement of the Predevelopment Work and all agreements relating thereto to be performed by Borrower and in accordance with the exercise of prudent business judgment, to enforce performance by the other parties thereto of each and every obligation, covenant, condition and agreement to be performed by each such other party. b) During the continuance of an Event of Default under the Loan Documents, or following termination thereof, Lender may use Predevelopment Work for any lawful purpose without restriction except ( if any) as may be provided in the Loan Agreement. c) During the continuance of an Event of Default under the Loan Documents or following termination thereof, Lender may, at its option, without notice and without regard to the adequacy of security for the indebtedness hereby secured, either in person or by agent, with or without bringing any action or proceeding, or by a receiver to be appointed by a court at any time hereafter, enforce for its own benefit any one or all of the Predevelopment Work. The exercise of any rights under this Assignment shall not be deemed to cure or waive any default under any of the Loan Documents or waive, modify or affect any notice of default or Lender right to terminate under any of the Loan Documents or invalidate any act done by Lender pursuant to or following such notice.
d) Each of the parties to any of the Predevelopment Work or agreement relating thereto other than Borrower, upon written notice from Lender of the continuance of an Event of Default or termination under the Loan Documents, shall be and hereby is authorized by Borrower to perform their respective agreements for the benefit of Lender in accordance with the terms and conditions thereof without any obligation to determine whether or not such an Event of Default or termination under the Loan Documents has in fact occurred and continues. e) Before submitting to Lender a disbursement request to pay any Contractor, Borrower shall have provided Lender a Contractor Consent if required in the Loan Agreement.

6. Borrower hereby covenants and represents to Lender that: ( a) Borrower has not previously assigned, sold, pledged, transferred, mortgaged, hypothecated or otherwise encumbered the Predevelopment Work or any of them or its right, title and interest therein; ( b) Borrower shall not assign, sell, pledge, transfer, mortgage, hypothecate or otherwise encumber its interests in the Predevelopment Work or any of them except that Borrower may do so in connection with the financing of the Project; ( c) Borrower has not knowingly performed any act that might prevent Borrower from performing its undertakings hereunder or that might prevent Lender from operating under or enforcing any of the terms and conditions hereof or that would limit Lender in such operations or enforcement; ( d) Borrower is not in default under any of the Predevelopment Work or agreement relating thereto, and to the best knowledge of Borrower, no other party to the respective Predevelopment Work or agreement relating thereto is in default thereunder; ( e) except as provided in the Loan Agreement ( if any), no amendments to any material terms of the Predevelopment Work or agreement relating thereto will be made without the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned; and (f) Borrower will deliver a copy of any Predevelopment Work ( or the original at Lender’ s request) paid for by the Predevelopment Loan as reasonably requested by Lender. 897
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7. All notices, demands or documents that are required or permitted to be given or served hereunder shall be in writing and shall be deemed sufficiently given when delivered or mailed in the manner set forth in the Loan Agreement.

8. Any provision in the Loan Agreement that pertains to this Assignment shall be deemed to be incorporated herein as if such provision were fully set forth in this Assignment. In the event of any conflict between the terms of this Assignment and the terms of the Loan Agreement, the terms of the Loan Agreement shall prevail. A provision in this Assignment shall not be deemed to be inconsistent with the Loan Agreement by reason of the fact that no provision in the Loan Agreement covers such provision in this Assignment.

9. This Assignment is made for collateral purposes only, and the duties and obligations of Borrower under this Assignment shall terminate when all sums due Lender under the Loan Documents are paid in full and all obligations, covenants, conditions and agreements of Borrower contained in the Loan Documents are performed and discharged.

10. This Assignment shall be governed by the laws of the State of California applicable to contracts executed and wholly performed in that state

11. It is expressly intended, understood and agreed that this Assignment and the other Loan Documents are made and entered into for the sole protection and benefit of Borrower and Lender and their respective successors and assigns ( but in the case of assigns of Borrower, only to a Permitted Assignee as permitted in the Loan Agreement); that no other person or persons shall have any right at any time to action hereon or rights to the proceeds of the loan evidenced and secured by the Loan Documents; that such loan proceeds do not constitute a trust fund for the benefit of any third party; that no third party shall under any circumstances be entitled to any equitable lien on any such undisbursed loan proceeds at any times and that Lender shall have a lien upon and right to direct application of any such undisbursed loan proceeds as provided in the Loan Documents.

12. The relationship between Lender and Borrower is solely that of a lender and borrower, and nothing contained herein or in any of the Loan Documents shall in any manner be construed as making the parties hereto partners, joint venturers or any other relationship other than lender and borrower.

13. Borrower and Lender intend and believe that each provision in this Assignment comports with all applicable local, state or federal laws and judicial decisions. However, if any provision or provisions or if any portion of any provision or provisions in this Assignment is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision or public policy, and if such court should declare such portion, provision or provisions of this Assignment to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent both of Borrower and Lender that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Assignment shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained therein and that the rights, obligations and interests of Borrower and Lender under the remainder of this Assignment shall continue in full force and effect.
898
4 C-092-2024
IN WITNESS WHEREOF, Borrower has duly executed this Assignment on the day and year first above written.

CONSENT AND AGREEMENT OF CONTRACTOR
The undersigned (“ Contractor”) hereby acknowledges
and consents to the assignment to the City of South Lake Tahoe, a municipal corporation City”) of its contract with NDC Lake Tahoe LP, a California limited partnership (“ Borrower”) titled “ ” dated , 202 ( the “ Contract”), pursuant
to that certain Assignment of Project Documents ( the “Assignment”) that serves as security for a loan from the City (“ Lender”) to Borrower. Contractor agrees to recognize, honor and be bound by the terms, provisions and conditions of the Assignment.

1. Contractor agrees:
a) to furnish Lender copies of all written notices of default given by Contractor to Borrower with respect to any failure of Borrower to perform under the Contract,; b) to accept any such performance by Lender as performance by the Borrower; and c) so long as Lender commences to cure or cause to be cured any such breach, and the cure is carried on with due diligence ( or in the case of a breach of Borrower’ s payment obligations to the Contractor, so long as Lender pays or causes to be paid any sums payable from time to time by Borrower to Contractor under the Contract within a reasonable time after the same become due), then Contractor will continue to meet its obligations fully under the Contract and will not terminate the Contract, suspend work thereunder or place a lien or encumbrance on the Project.

2. Contractor acknowledges and agrees that Lender shall have no obligation to commence or continue the cure of any such breach or to pay or perform any obligation of Borrower to the Contractor except to the extent provided in the foregoing Assignment.

3. Contractor waives all recourse against Lender for all claims, whether amounts are due or otherwise, which it may have against Borrower first accruing or arising prior to any Event of Default or termination under Borrower' s Loan Documents with Lender.

4. Contractor hereby expressly waives all Contract provisions that would impair, hinder or prevent the making of the Assignment by Borrower or the Lender’ s enforcement thereof.

5. Contractor hereby represents and warrants to Lender that the Contract is in full force and effect on the date hereof and has not been amended or modified and that there are no uncured breaches thereof by any party thereto.

6. Contractor further agrees that:
a) Without Lender’ s prior written approval, Contractor will not enter into any agreement terminating, amending or modifying the terms, provisions or conditions of the Contract in any material respect;
900
2 C-092-2024
b) Without Lender’ s prior written approval, Contractor will not transfer or assign the Contract;
c) Contractor will deliver simultaneously to Lender copies of all change order requests delivered to Borrower;
d) Upon any Event of Default or Lender termination under any of the Loan Documents, Lender shall have an absolute right to use and copy all drawings, plans, work products, including all copyrights and other rights relating thereto, and/or specifications and other materials prepared by or for Contractor with respect to the Project; and
e) Upon Lender’ s request, Contractor will provide Lender a schedule showing all amounts earned by the Contractor under the Contract.

7. All notices, requests, demands, approvals, or other communications given hereunder or in connection with this Agreement shall be in writing and shall be deemed given when delivered by hand or sent by registered or certified mail, return receipt requested, addressed as follows:

If to Contractor: [ INSERT NAME AND ADDRESS]
If to Lender: City of South Lake Tahoe
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
Attention: City Manager
With a copy to: City Attorney
City of South Lake Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
A copy of all notices under this Agreement shall also be delivered to Borrower.

If to Borrower: NDC Lake Tahoe LP
1990 North California Blvd., Suite 800
Walnut Creek, CA 94596
Attention: Iman Novin
Email: inovin@novindevelopment. com
With a copy to: SMR Development LLC,
529 N. Hillview Drive
Boise, ID 83712
Attention: Shellan Rodriguez
Email: shellan@smrdevelopment. com
901
C-092-2024

8. This Consent and Agreement of Contractor shall bind the Contractor and its representatives, successors and assigns, and shall inure to the benefit of Lender and Lender’ s successors and assigns, including, without limitation, any subsequent holder of the Predevelopment Note.

9. All capitalized terms used herein shall have the meanings ascribed such terms in the Loan Agreement unless otherwise expressly defined herein.

CONTRACTOR NAME]
By:

Name:

Title:

Date:
3 902
C-092-2024
Exhibit E

INSURANCE REQUIREMENTS
Borrower and all contractors working on behalf of Borrower on the Project shall maintain a commercial general liability policy in the amount of One Million Dollars ($ 1,000,000) combined single limit per occurrence, or such other policy limit as City may require in its reasonable discretion, including coverage for bodily injury, property damage, products, completed operations and contractual liability coverage. Such policy or policies shall be written on an occurrence basis and shall name the City and its officers, officials, agents, employees, and representatives as additional insureds.

All contractors working on behalf of Borrower shall maintain a comprehensive automobile liability coverage in the amount of One Million Dollars ($ 1,000,000), combined single limit including coverage for vehicles owned by such contractor, if any, and shall furnish or cause to be furnished to City evidence satisfactory to City that contractor with whom Borrower has contracted for the performance of work on the Property or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. Automobile liability policies shall name the City and its officers, officials, agents, employees, and representatives as additional insureds.

Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance shall be placed with insurers with a current A.M. Best' s rating of no less than A: VII.

Prior to undertaking any activity to be paid or reimbursed using the Predevelopment Loan, Borrower shall furnish City with certificates of insurance in form acceptable to City evidencing the required insurance coverage and duly executed endorsements evidencing additional insured status. The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation, termination or non-renewal of the coverage at least thirty ( 30) days in advance of the effective date of any such material change, cancellation, termination or non-renewal. Coverage provided by Borrower shall be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by City, and the policies shall so provide. The insurance policies shall contain a waiver of subrogation for the benefit of the City.

Borrower shall provide City with certified copies of the required insurance policies upon request of City.
4 903
C-092-2024
Exhibit F

CERTIFICATION OF REQUEST FOR PAYMENT OF PREDEVELOPMENT COSTS Along with each request to City for funds relating to Predevelopment Costs under the Predevelopment Loan, Borrower shall furnish the following certification or the disbursement shall not be made. All terms used herein shall have the meaning given to them in the Predevelopment Loan and Development Agreement (“ Loan Agreement”).

The undersigned certifies that:
a) The amounts requested are only for Predevelopment Costs, or reimbursement of Predevelopment Costs paid, in accordance with the Loan Agreement, and are included in the items and amounts described in Loan Agreement Exhibit A. b) Certain payments to Contractors have been made by Borrower, and Borrower is requesting reimbursement for such costs in the amount of $ . Evidence of payment of such costs included with the request for disbursement accompanying this Certification.
c) If the Loan Agreement requires an executed Contractor Consent for any Contractor for which a disbursement is sought, such a Contractor Consent has been provided to the City. d) Borrower is in full compliance with each Contractor Contract, and none of the Contractors is in default under their Contractor Contract.
e) This request for funds does not include any amounts that Borrower intends to withhold or retain from a Contractor.

SIGNATURE PAGE FOLLOWS]
5 904
C-092-2024

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD

PRODUCER CONTACT
NAME:

FAXPHONE
A/C, No, Ext): A/C, No):(
E-MAIL
ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER EXPTYPEPOLICY EFF POLICYOF INSURANCE MM/ LIMITS( DD/YYYY)( MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
RENTEDCLAIMS- DAMAGE TO MADE OCCUR $
PREMISES ( Ea occurrence)
MED EXP (Any one person)$
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $

PRO- POLICY AGGJECT LOC PRODUCTS - COMP/OP
OTHER:$

COMBINED SINGLE LIMIT
Ea accident)
ANY AUTO BODILY INJURY (Per person)$

OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY (Per accident)$

HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY ( Per accident)

OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $
PER OTHSTATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
LIMITDESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
The ACORD name and logo are registered marks of ACORD
5/31/2024
408) 350-5700
38920
Novin Development Corp.
1900 N. California Blvd, # 800
Walnut Creek, CA 94596
10200
A 1,000, 000
X X 01002758160 12/ 29/ 2023 12/ 29/ 2024 100, 000
0 1,000, 000
2,000, 000
0 000A2,000,
01002770750 1/5/2024 12/ 29/ 2024 2,000, 000
B Professional Liabili ANE4781849. 23 6/6/2023 Aggr & Each Claim 1,000, 000 City of South Lake Tahoe are additionally insured as required by contract/written agreement.

City of South Lake Tahoe
1901 Lisa Maloff Way
South Lake Tahoe, CA 96150
NOVIDEV- 01 MVARGAS
Acrisure Partners West Coast Insurance Services, LLC
1950 W Corporate Way # 1
Anaheim, CA 92801
Mayra Vargas
Kinsale Insurance Company
Hiscox Insurance Company Inc.
6/6/2024
X
X
X
X
X
906
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US-BLANKET Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100275816- 0 01/ 26/ 2024 12:01AM at the Named
Insured address shown on the Declarations
Novin Development Corp
Additional Premium: Return Premium:
0 $ 0
Policy Change Number: 2
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE

PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE
SECTION IV – CONDITIONS, 8. Transfer of Rights of Recovery against Others to Us is amended by the addition of the following:

We waive any right of recovery we may have against persons or organizations because of payments we make for injury or damage arising out of “your work” done under a written contract with that person or organization wherein you have agreed to provide this waiver.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. 907
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100275816- 0 01/ 26/ 2024 12:01AM at the Named
Insured address shown on the Declarations
Novin Development Corp
Additional Premium: Return Premium:
0 $ 0
Policy Change Number: 2
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE

PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE

ENVIRONMENTAL CONTRACTING AND PROFESSIONAL SERVICES LIABILITY COVERAGE

PRODUCTS POLLUTION LIABILITY COVERAGE

PREMISES ENVIRONMENTAL LIABILITY INSURANCE COVERAGE

ENVIRONMENTAL COMBINED LIABILITY POLICY - ALL COVERAGE PARTS The insurance provided to Additional Insureds shall be excess with respect to any other valid and collectible insurance available to the Additional Insured unless the written contract specifically requires that this insurance apply on a primary and non-contributory basis, in which case this insurance shall be primary and non-contributory.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. 908

FIRST AMENDMENT TO

PREDEVELOPMENT LOAN AND DEVELOPMENT AGREEMENT
This FIRST AMENDMENT TO PREDEVELOPMENT LOAN AND
DEVELOPMENT AGREEMENT ( hereinafter referred to as the “Amendment”) is entered into as of May 20, 2025, by and between the CITY OF SOUTH LAKE TAHOE, a municipal corporation ( the “ City” or “ Lender”), and NDC LAKE TAHOE LP, a California limited partnership ( the “Borrower”).

Recitals
A. On May 7, 2024, the City and the Borrower entered into that certain Predevelopment Loan and Development Agreement ( the “Agreement”), which provided the terms and conditions of the City’s predevelopment loan to Borrower in an amount up to Five Hundred Sixty-Four Thousand Seventy- Three and No/100 ($ 564,073.00) ( the Predevelopment Loan”) to pay a portion of the Predevelopment Costs associated with the Predevelopment Work for the Project. Capitalized terms used but not defined in this Amendment shall have the meanings given in the Agreement.

B. The City and the Borrower now desire to make certain amendments to the Agreement as specified in this Amendment.

Terms
Section 1. Every reference in the Agreement to the amount of the Predevelopment Loan is hereby amended to read “ One Million Sixty-Four Thousand Seventy- Three and No/100 Dollars ($ 1,064,073.00).”
Section 2. The document entitled “ Predevelopment Costs” attached to the Agreement as Exhibit A is hereby amended and replaced by that certain document entitled “ Predevelopment Costs” attached to this Amendment as Exhibit A.

Section 3. The Predevelopment Loan Promissory Note attached to the Agreement as Exhibit C is hereby amended and restated by that certain Amended and Restated Predevelopment Loan Promissory Note in the form attached to this Amendment as Exhibit B. The original Predevelopment Loan Promissory Note previously executed by the Borrower in connection with the initial execution of the Agreement is hereby deemed null and void and no longer binding.

Section 4. Every reference in the Agreement to the Termination Date is hereby amended to end on June 30, 2026.

Section 5. Section 7 of the Agreement is hereby amended to include: “ 7.(e):

Borrower will comply with Resolution 2025-006 for implementation of the Local Tenant Preference Policy for affordable housing developments.” Section 6. Following the execution and delivery of this Amendment, all references to the Loan Agreement shall thereafter mean and refer to the Loan Agreement 909
2 as amended by this Amendment and all references to the Predevelopment Loan Promissory Note shall thereafter mean and refer to the Amended and Restated Predevelopment Loan Promissory Note in the form attached to this Amendment as Exhibit B.

Section 7. Except as modified and amended by this Amendment, all other provisions of the Loan Agreement shall remain unchanged and in full force and effect.

Signatures on following pages]
IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the date first above written.

CITY:

CITY OF SOUTH LAKE TAHOE,
a municipal corporation
By:

Name: ____ Tamara Wallace___________
Title: __ Mayor____________________
Approved as to form:

By: ________________________________
Heather Stroud, City Attorney
Attest:

By: ________________________________
Susan Blanknship, City Clerk
signatures continued on following page]
Susan Blankenship ( May 21, 2025 11: 25 PDT)
Heather Stroud (May 21, 202513:12 PDT)
Tamara Wallace ( May 21, 2025 13: 16 PDT)
910
3 BORROWER:

NDC LAKE TAHOE LP,
a California limited partnership
By: NDC Lake Tahoe LLC,
a California limited liability company,
its General Partner
By: Novin Development Corp.,
a California corporation,
its Sole Member
By: _________________________
Iman Novin
President
Iman Novin ( May 28, 2025 21: 48 PDT)
911

EXHIBIT A

PREDEVELOPMENT COSTS
SEE ATTACHED]
912
C-092-2024
Lake Tahoe Blvd. Apartments
Prohousing – Predevelopment Loan Funds
Budget Version
as of date

LAND COST/ACQUISITION
Original
Budget Updated Budget
Prohousing
Funds
Land $ 0.00 $ 0.00 $ 0.00
Subtotal Acquisition Price $ 0.00 $ 0.00 $ 0.00
Acquisition Legal $ 0.00 $ 0.00 $ 0.00
Acquisition Title $ 0.00 $ 0.00 $ 0.00
Subtotal Land Cost / Acquisition Cost $ 0.00 $ 0.00 $ 0.00

PREDEVELOPMENT FINANCING
Predevelopment Interest Reserve $ 25,000.00 $ 55,000.00 $ 30,000.00 Predevelopment Loan Fee $ 0.00 $ 0.00 $ 0.00
Predevelopment Lender Appraisal $ 0.00 $ 0.00 $ 0.00
Predevelopment Lender Processing Fees $ 0.00 $ 0.00 $ 0.00 Predevelopment Lender Legal $ 0.00 $ 0.00 $ 0.00
Predevelopment Financing Other (Specify) $ 0.00 $ 0.00 $ 0.00 Subtotal Predevelopment Financing Costs $ 25,000.00 $ 55,000.00 $ 30,000.00

ARCHITECTURAL SURVEY & ENGINEERING
Architecture $ 161,881.75 $ 483,881.75 $ 322,000.00
Design & Permit Manager $ 50,000.00 $ 50,000.00 $ 0.00
Civil Engineering $ 40,250.00 $ 86,250.00 $ 46,000.00
Structural Engineer ( if needed) $ 5,000.00 $ 5,000.00 $ 0.00 Landscape $ 40,000.00 $ 68,000.00 $ 28,000.00
Survey $ 30,000.00 $ 30,000.00 $ 0.00
Geotech $ 9,441.25 $ 9,441.25 $ 0.00
Environmental Phase I Report $ 7,500.00 $ 7,500.00 $ 0.00 Environmental Consultant( s) $ 10,000.00 $ 10,000.00 $ 0.00 Sustainability Consultant( s) $ 0.00 $ 50,000.00 $ 50,000.00 A&E Other ( Joint Trench) $ 0.00 $ 24,000.00 $ 24,000.00 Subtotal Architectural, Survey & Engineering $ 354,073.00 $ 824,073.00 $ 470,000.00

OTHER PROJECT COSTS
Owner Appraisal $ 25,000.00 $ 25,000.00 $ 0.00
Market Study $ 25,000.00 $ 25,000.00 $ 0.00
Planning Fees $ 35,000.00 $ 35,000.00 $ 0.00
Owner Legal $ 50,000.00 $ 50,000.00 $ 0.00
Financial Consultant $ 42,938.63 $ 42,938.63 $ 0.00
Accounting / Administration $ 7,061.37 $ 7,061.37 $ 0.00 Subtotal Other Project Costs $ 185,000.00 $ 185,000.00 $ 0.00 Total Project Predevelopment Costs $ 564,073.00 $ 1,064,073.00 $ 500,000.00 V2.0
5/14/ 2025
913

EXHIBIT B

AMENDED AND RESTATED

PREDEVELOPMENT LOAN PROMISSORY NOTE
SEE ATTACHED]
914
1 AMENDED AND RESTATED

PREDEVELOPMENT LOAN PROMISSORY NOTE
FOR
3900/ 3908 LAKE TAHOE BLVD.
1,064,073.00 South Lake Tahoe, California
2025
FOR VALUE RECEIVED, the undersigned NDC LAKE TAHOE LP, a California limited partnership (“ Maker”) promises to pay to the order of the CITY OF SOUTH LAKE TAHOE, a municipal corporation (“ Holder,” or “Lender”), or order, at City of South Lake Tahoe, 1901 Lisa Maloff Way, South Lake Tahoe, CA 96150 or at such other place as Lender may from time to time designate in writing, the principal sum of One Million Sixty Four Thousand Seventy Three and 00/100 Dollars $ 1,064,073.00 or so much thereof as may be advanced and outstanding, in lawful money of the United States.

1. This Note evidences the “Predevelopment Loan” as defined and described in that certain Predevelopment Loan and Development Agreement, dated as of May 7, 2024, as amended by that certain First Amendment to Predevelopment Loan and Development Agreement, of even date herewith, between Maker and Lender ( as amended, the “ Loan Agreement”). Collectively this Note, the Loan Agreement and associated documents constitute the “ Loan Documents.” The principal amount of this Note will be disbursed as contemplated and controlled by the Loan Agreement.

2. All capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement, and the provisions of the Loan Agreement relating to the Predevelopment Loan are hereby incorporated herein by this reference.

3. Principal amount of this Note shall bear interest prior to maturity at the Interest Rate. The principal amount of this Note as stated above, or so much thereof as may be advanced and outstanding, shall be due and payable on the earlier of the following Maturity Date”):
a) Termination of the Loan Agreement as provided therein, including without limitation on the Termination Date, for default, or otherwise; and b) Upon purchase of the Property by Borrower or a Permitted Assignee, as provided in the Loan Agreement.
c) Except as otherwise provided in the Loan Agreement, if the loan has not been repaid in full by the Maturity Date, then the Lender’ s sole recourse shall be limited to any assets assigned to Lender and any additional security granted to Lender under the Loan Documents, including without limitation Borrower’ s right, title and interest in and to the Predevelopment Work, and any other documents and work product relating May 20
915
2 to the Project that have been paid for in whole or in part by the Lender as assigned pursuant to the Assignment of Project Documents. The Lender, in its sole discretion, may accelerate repayment if an Event of Default occurs under any Loan Documents after the expiration of the applicable cure periods therein.
d) This Note may be prepaid in whole or in part at any time, and from time to time without premium or penalty.

4. It is expressly agreed that time is of the essence in this Note and in the event of:
a) any default in the full and punctual payment of all or part of any installment of principal or interest hereunder as and when the same become due and payable; or
b) upon the occurrence of any “ Event of Default” under the Loan Agreement and the expiration of any applicable period of grace within which the Maker may cure the same, there shall be an Event of Default under this Note; c) then, in any such event, the Holder hereof, at its option, may declare the entire outstanding principal balance hereof, together with all costs, fees, expenses, charges for collection, including reasonable attorneys’ fees ( which shall include outside counsel fees and all allocated costs of Holder’ s in-house counsel), and costs for declaratory relief, arbitration, prosecution or defense of any action related to this Note, to be immediately due and payable in full, without further demand or notice to Maker or to any other party.

5. Failure of the Holder to exercise any rights hereunder with respect to any default shall not excuse such default and shall not constitute the Holder ’s waiver of the right to the latter exercise thereof, in the absence of a written agreement to the contrary executed and delivered by the Holder hereof and subsequent to such default.

6. All payments hereunder shall be paid in lawful money of the United States, which, at the time of payment, shall be legal tender for the payment of all debts and dues, public and private.

7. All sums received hereunder shall be applied in the following order: first, upon an Event of Default to costs and expenses of the Lender incurred in connection with the Loan, including costs of collection and reasonable attorney’ s fees, second, to interest, and then to principal.

8. Maker, all endorsers and guarantors hereof, and all others who may become liable for all or any part of the indebtedness evidenced hereby: ( i) agree to be jointly and severally bound hereby, as primary obligors; ( ii) jointly and severally waive and renounce any and all exception rights, including that of homestead, and the benefit of all valuation and appraisement privileges available to them or any of them pursuant to the 916
3 Constitution or the laws of the United States or of any state, territory or jurisdiction, as against this debt or any renewal or extension thereof; and (iii) jointly and severally waive presentment for payment, demand, notice of protest, and any and all lack of diligence or delays in collection or enforcement hereof or in bringing suit for the collection hereof or in taking any other action hereunder. Maker and all others who may become liable for all or any part of the indebtedness evidenced hereby further agree with the Holder thereof that said Holder may, without notice, in such manner, on such terms and for such times(s) as the Holder may see fit, increase, extend, or renew this Note, and/or release any maker hereof, and/or substitute or add guarantors, and/or substitute or release all or any part of the collateral ( real, personal or mixed) securing this Note, all without any way affecting, impairing, limiting, releasing or foregoing the joint and several liability of Maker and all endorsers and guarantors hereof not so released. The foregoing shall in all events be subject to the limitations on recourse set forth in Section 9 hereof.

9. The recourse of the Lender shall be limited as set forth in this Note and the Loan Agreement. It is agreed that the agreements limiting the exercise of remedies against Borrower or any member of Borrower, shall not:
a) constitute a release, discharge or waiver of the indebtedness evidenced by the Note and the indebtedness evidenced by the Note shall continue until satisfied or paid in full;
b) limit or be construed to limit the personal liability of the Borrower or any member, for the performance of the covenants and obligations under the Loan Documents, other than the covenant to personally pay the indebtedness evidenced by the Note; or
c) affect any additional remedies or liens which the Lender has for the indebtedness evidenced by the Note and for the enforcement of any rights which the Lender has under the Loan Documents.

10. Maker hereby represents and warrants to, and covenants with, Lender that the entire proceeds hereof have been or will be used for the purpose of eligible Predevelopment Costs incurred by Maker for the Project pursuant to the Loan Agreement.

11. The rights and obligations created hereunder shall be construed and enforced according to, and shall be governed by, the laws of the State of California applicable to contracts executed and wholly performed in that State.

12. The unenforceability or invalidity of any provision or provisions hereof shall not render any other provision or provisions hereof invalid or unenforceable.

SIGNATURE PAGE FOLLOWS]
917
IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the date first above written.

CITY:

CITY OF SOUTH LAKE TAHOE,
a municipal corporation
By:

Name:__ Tamara Wallace__________________________
Title:____ Mayor__________________________
Approved as to form:

By: ________________________________
Heather Stroud, City Attorney
Attest:

By: ________________________________
Susan Blankenship, City Clerk

Iman Novin
President
Date:

Susan Blankenship ( May 21, 2025 11: 25 PDT)
Heather Stroud (May21, 2025 13:12 PDT)
Tamara Wallace ( May 21, 2025 13: 16 PDT)
Iman Novin ( May 28, 2025 21: 48 PDT)
May 28, 2025
918
C-092-2025 NDC Lake Tahoe LP Amendment 1
Final Audit Report 2025- 05-29
Created: 2025- 05-21
By: Michelle Davis ( medavis@cityofslt. us)
Status: Signed
Transaction ID: CBJCHBCAABAAFUDdUbdmjSOF98a_ CEiMNwXnllNUOHQv C-092-2025 NDC Lake Tahoe LP Amendment 1" History
Document created by Michelle Davis ([email protected]) 2025- 05- 21 - 6:22:57 PM GMT
Document emailed to Susan Blankenship ([email protected]) for signature 2025- 05- 21 - 6:23:05 PM GMT
Email viewed by Susan Blankenship ( sblankenship@cityofslt. us) 2025- 05- 21 - 6:23:51 PM GMT
Document e-signed by Susan Blankenship ([email protected]) Signature Date: 2025- 05-21 - 6:25:03 PM GMT - Time Source: server Document emailed to Heather Stroud ([email protected]) for signature 2025- 05- 21 - 6:25:05 PM GMT
Email viewed by Heather Stroud ([email protected])
2025- 05- 21 - 8:11:40 PM GMT
Document e-signed by Heather Stroud ([email protected]) Signature Date: 2025- 05-21 - 8:12:23 PM GMT - Time Source: server Document emailed to [email protected] for signature 2025- 05- 21 - 8:12:25 PM GMT
Email viewed by twallace@cityofslt. us
2025- 05- 21 - 8:16:27 PM GMT
Signer [email protected] entered name at signing as Tamara Wallace 2025- 05- 21 - 8:16:50 PM GMT
Document e-signed by Tamara Wallace ([email protected]) Signature Date: 2025- 05-21 - 8:16:52 PM GMT - Time Source: server 919
Document emailed to inovin@novindevelopment. com for signature 2025- 05- 21 - 8:16:54 PM GMT
Email viewed by [email protected]
2025- 05- 21 - 8:20:49 PM GMT
Email viewed by [email protected]
2025- 05- 29 - 4:47:58 AM GMT
Signer [email protected] entered name at signing as Iman Novin 2025- 05- 29 - 4:48:47 AM GMT
Document e-signed by Iman Novin ([email protected]) Signature Date: 2025- 05-29 - 4:48:49 AM GMT - Time Source: server Agreement completed.
2025- 05- 29 - 4:48:49 AM GMT
920
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: December 9,
2025
Agenda Item #:22
Agenda Item: Agenda Planning Calendar
Requested Action / Suggested Motions: Identify, with consent of at least two Council Members, any desired future agenda items, and/or modify the Agenda Planning Calendar as desired.

Responsible Staff Member: Susan Blankenship, City Clerk, and Joseph Irvin, City Manager Attachments:

APC - 12 04 2025.pdf
921
2025 Agenda Planning Calendar (Updated 12 04 2025)
Agenda Item Agenda Section
Jan. 13, 9 a.m. CM\CC City Commission Roles Strategic Priority Discussion NB CC/CA Recreation JPA Amendment #3 to Agreement Consent
City Clerk Citizen Appointment to Boards & Commissions NB City Manager Transit JPA Funding & Reimbursement Agreement NB Dev Services Motel Voucher Program UB
CTC Land Exchange Consent
HVR Tentative Map Consent
Tahoe Living Housing and Mobility Fees UB
Finance TID Annual Report Presentation
Fire Tahoe Fund and Agreement with Xylo Risk, Inc. Consent SCBA Purchase Consent
3 Light Duty Pickup PurchasesConsent
First Due Contract Consent
Agreement with TRCD Consent
Police CSO Truck Purchase
922
2025 Agenda Planning Calendar (Updated 12 04 2025)
Authorization to Apply for OTS Grant
Ratification of Application for CalOES DVRT
Public Works Motel 6 Bicycle Bridge Pier Project CIP Consent SW Gas In Lieu Fee Reimbursement Consent
Rockwood to Blackwood Changeorder Reconciliation Consent Consideration of Adjustment to 2026 Paving Program NB
Tahoe Valley Phase 1 Changeorder Reconciliation Consent Award El Dorado Beach Revetment Repair Design Contract Consent Jan. 27, 5:30 p.m. City Manager SSTMA 3-Year Agreement NB LTCC Fire Training Center Coverage Agreement NB
Finance Citywide User Fee Study Presentation NB
Parks & Rec New Multigenerational Recreation & Aquatics Center Janitorial Contract Consent STPUD Turf Buyback Rebate Funds Acceptance Consent
Feb. 10, 9 a.m. Dev Services Prohousing Incentive Program Grant Application SPV Phase 2B Consent John Stewart Company Presentation on SPV Tenant Selection & CompliancPresentation Quarterly Housing Report Consent
923
2025 Agenda Planning Calendar (Updated 12 04 2025)
Tahoe Valley Area Plan Amendments Kickoff NB
Housing Elememt Update Kickoff NB
Fire MOU Ratification of Auto Aid with LVFD
Consent
MOU Ratification of Auto Aid with TDFD Consent
El Dorado County Right of Entry (LVFD/City) Consent
CCAC Fellows Agreement Amendment for MileageConsent
Parks & Rec Future of Senior Center NB
Police SMD Ordinance (First Reading) NB
Mindshare Dispatch GUI Purchase Allocation Consnet
Feb. 24, 5:30 p.m. City Manager Economic Development Program Update UB Quarterly Budget and Financial Status Report as of December 2025 Consent Investment Portfolio Report as of December 2025 Consent Parks & Rec Tahoe Tessies Lakeview Commons Concession Lease Renewal Consent March 10, 9 a.m. City Manager Legislative Agenda UB
Dev Services PLHA Loan To SPV Phase 2B NB
El Dorado Transit AHSC Grant Subrecipient Agreement Consent 924
2025 Agenda Planning Calendar (Updated 12 04 2025)
Sign Ordinance Amendments (Sub Committee Recos) UB
Finance Fiscal Year 2025-2026 Mid-Year Budget Review Consent 2025-2026 Master Fee Schedule PH
Ski Run BID Annual Report and Budget Consent
Fire Fuels Division Report Presentation NB
Right of Entry for Cole Property ProjectConsent
CTC Land Access Agreement for Airport project Consent
Police PD Annual Report Consent
SMD Ordinance (Second Reading) Consent
AB 481 Report Consent
Patrol Tahoe Purchase Consent
March 24, 5:30 p.mDev Services Annual Planning Report Consent April 21, 5:30 p.m. Finance 2025 Annual Comprehensive Financial Report (ACFR) Consent 2025-2026 Master Fee Schedule Adoption Consent
Fire RFP Contract Award Cole Property project
Consent
Police Ca State Boating & Enforcement Aid Program Grant Acceptance Consent 925
2025 Agenda Planning Calendar (Updated 12 04 2025)
May 5, 9 a.m. Dev Services Quarterly Housing Report Consent Evaluate Feasibility - Res. Area Plan/SB9 & Remove Tourist Accomodation NB Finance Ski Run BID to Levy Assessment for Business License year 2026/2027 PH Fire LVFD MOU update for data sharing
Consent
May 19, 5:30 p.m. Finance Quarterly Budget and Financial Status Report as of March 2026 Consent Investment Portfolio Report as of March 2026 Consent
Fire Right of Entry Agreements for EVAC route fuels work Consent
June 2, 9 a.m. City Clerk Pride Resolution Update Consent City Manager 2026 National Community Survey Report NB
Dev Services Mid Town Area Plan Adoption PH
STR Delinquency Report PH
June 16, 5:30 p.m.Finance Direct Charge of Mello-Roos Special Tax for CFD 1995-1 for FY 2026-27 Consent

CC-STRSA
Annual Special Tax for CFD 2001-1 Series 2015 Special Tax Refunding Bon Consent Police SRO Agreement for 2026-2027 School Year Consent
City Attorney Ethics Policy Revisions
Unscheduled/Pending
926
2025 Agenda Planning Calendar (Updated 12 04 2025)
VHR Ordinance Amendments
CA/DS Discussion: City Requirement to Replace Housing Units within the City City Clerk Ordinance Increasing City Council Compensation (October 2026) City Manager Grants/Funding for Undergrounding Utilities Chateau Update
Dev Services Performance Bond as a Condition of Demolition Discussion: Second Home Cap/Permit Options
Finance Disolution STJPPFA
Fire
Parks & Rec Events and Facitilies Naming Rights Discussion South Tahoe Parks Foundation Fundraiser Donation Agreement Update Purchase of Parks Equipment and Additional Funds Request Regan Beach Environmental & Design RFP
Regan Beach Statewide Park Program Grant Application
El Dorado Boat Ramp Replacement Purchase
Police Barton Community Health Needs and Harm Reduction Update Massage Ordinance Update/Amendments
927
2025 Agenda Planning Calendar (Updated 12 04 2025)
Parking Garage Rate Increase
Police/PW Bike Paths/Speed Bumps, Bike Parking, Vehicle Parking 2026 Update to Parking Fees in the Bellamy Parking Garage Public Works Geothermal Use Discussion Item
Award of PD Roof Replacement
Eloise Bike Path Enhancements
Adjustment to 2026 Paving Program
TTD US 50 Plans Presentation
Award Lakeview and Ski Run Electrical Upgrades
Facilities Condition Assessment
Award PS&E for Sugar Pine Bike Path Project
928
State of California – Natural Resources Agency GAVIN NEWSOM, Governor DEPARTMENT OF FISH AND WILDLIFE CHARLTON H. BONHAM, Director North Central Region
1701 Nimbus Road, Suite A
Rancho Cordova, CA 95670-4599
916-358-2900
www.wildlife.ca.gov
Conserving California’s Wildlife Since 1870
November 19, 2025
David Jinkens
South Lake Tahoe City Council
1901 Lisa Maloff Way, Suite 206
South Lake Tahoe, CA 96150
Subject: CDFW’s Commitment to Black Bear Management in the City of South Lake Tahoe
Dear Honorable Mayor and Members of the City Council,
The California Department of Fish and Wildlife (CDFW) appreciates the opportunity to engage with the City of South Lake Tahoe (City) and its residents on the important topic of black bear conservation and management. CDFW prioritizes co-existence with bears, even as human-bear interactions continue to increase in the City. This means managing California’s black bear population in a manner that addresses public safety, animal welfare, and the long-term ecological health of the species. CDFW also recognizes the effort the City has put into creating a sanctuary for wildlife by implementing trash ordinances and providing co-existence information to reduce conflicts between residents and black bears.

California is home to one of the largest black bear populations in the United States, with an estimated 60,000 bears statewide. Nowhere is the intersection of people and bears more visible than in the Lake Tahoe Basin, where high bear densities, abundant anthropogenic food sources, and increasing urbanization have led to frequent humanbear conflicts. These interactions pose risks to both public safety and bear welfare, and they require a coordinated, science-based response.

CDFW’s approach to black bear management is guided by the recently released Black Bear Conservation and Management Plan for California (April 2025), which outlines a comprehensive, adaptive framework for monitoring bear populations, mitigating conflict, and engaging with local communities. This plan emphasizes the importance of maintaining healthy bear populations while minimizing conflict with people.

In alignment with this plan, CDFW has implemented the 2022 Black Bear Policy in California: Public Safety, Depredation, Conflict, and Animal Welfare (Policy) (Attachment A), which provides clear guidance on how to respond to various types of bear incidents, including public safety threats, property damage, and habituated behavior. The policy prioritizes non-lethal management strategies, such as electric bear 135 929
David Jinkens
South Lack City Council
November 19, 2025

Page 2 of 3 ends

fencing and mats, hardening entry points to homes, hazing, relocation, and public education, and it establishes a rigorous decision-making process that includes animal welfare considerations, non-lethal management strategies, and interdepartmental coordination. CDFW provides electric bear mats for short-term loan as part of our effort to provide non-lethal deterrents.

Starting in 2020, CDFW has launched a first of its kind in the nation; Trap/Tag/Haze Pilot Management Project (TTH) in the Lake Tahoe Basin, which aims to deter habituated behavior through active management while collecting valuable data on bear movements and behavior. This project reflects our commitment to innovative, humane, and science-driven solutions that benefit both bears and the communities they inhabit.

As of the summer of 2025, CDFW and its partners have trapped, tagged, and hazed 56 bears, and genetically documented more than 360 individual bears. Efforts to monitor bears and haze individuals away from conflict behavior continue across the Basin. Of the 56 bears CDFW has processed through the TTH program 20 of them have remained conflict free. The TTH program has also shed new light on the genetic linkage of conflict behavior in black bears. Through genetic analysis CDFW has been able to reconstruct family trees of black bears that have been passing on conflict behaviors for generations. These lineages of conflict black bears are responsible for a significant number of the human wildlife conflict interactions in the City. We recognize that longterm success in managing human-bear conflict depends on strong partnerships with local, state, federal government, tribal nations, residents, and non-governmental organizations. CDFW is committed to:
• Continuing collaborative efforts with the City of South Lake Tahoe and the South Lake Tahoe Police Department to address bear-related issues; • Supporting public education campaigns such as “Keep Me Wild” to reduce attractants and promote coexistence;
• Providing technical assistance and training to local staff and first responders; • Exploring opportunities to expand access to bear-resistant infrastructure and waste management solutions in the City.

There are other programs throughout the U.S. that might serve as useful examples as we move forward with an approach that centers on bear welfare. A program perhaps of interest is the New York NeighBEARhood Watch: A pilot program focused on training people to avoid conflicts through education.

We support the City’s continued engagement in proactive strategies promoting outreach that targets responsible human behavior for living with wildlife, enforcing existing ordinances that reduce trash attractants for both residential and commercial properties, and fostering a culture of co-existence through responsible management. CDFW wants bears to remain wild. By working together, we can ensure that black bears remain a valued and thriving part of California’s natural heritage while protecting the safety and 136 90
David Jinkens
South Lack City Council
November 19, 2025

Page 3 of 3 ends

well-being of the residents of the City. Thank you for your partnership and leadership on this important issue. We look forward to continued collaboration and welcome the opportunity to provide the city council with information on black bear management in the City.

Sincerely,
Morgan Kilgour, Regional Manager
North Central Region
California Department of Fish and Wildlife
[email protected]
ec Kevin Thomas, Deputy Director, Regional Operations
[email protected]
Valerie Termini, Chief Deputy Director
[email protected]
Erica Manes, CEA
[email protected]
Chris Stoots, F&W Assistant Chief
[email protected]
137 91

South Lake Tahoe City CouncilDecember 9, 2025

South Lake Tahoe City Council
December 9, 2025