Attachment 1 Disposition and Development Agreement — Thousand Oaks City Council, October 13, 2026 (part 1 of 2)

DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

DISPOSITION AND DEVELOPMENT AGREEMENT
By and Among

THE CITY OF THOUSAND OAKS
and

HOUSING LAND TRUST VENTURA COUNTY
and

PEOPLE' S SELF- HELP HOUSING CORPORATION
384 N. ERBES ROAD)
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 ATTACHMENT #1
DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS........................................................................................................... 2 ARTICLE II SUBJECT OF THIS AGREEMENT........................................................................ 9 Section 201 Purpose of Agreement.................................................................................. 9 Section202 The Site........................................................................................................ 9 Section203 Right ofEntry..............................................................................................9 Section 204 Parties to the Agreement............................................................................ 10 Section 205 Prohibition Against Transfers; Right of First Refusal............................... I I ARTICLE III DISPOSITION OF THE SITE............................................................................... 13 Section 301 Conveyance of Site.................................................................................... 13 Section 302 Condition of Title.......................................................................................13 Section 303 Condition of the Site.................................................................................. 14 Section 304 Hazardous Substances................................................................................ 14 Section 305 Conditions to Close of Escrow.................................................................. 15 Section306 Escrow........................................................................................................ 16 Section 307 Conveyance of Title and Delivery ofPossession...................................... 18 Section 308 Form of Grant Deed................................................................................... 18 Section 309 Time For and Place For Delivery of Grant Deed....................................... 18 Section 310 Recordation of the Deed............................................................................ 19 Section 311 Title Insurance........................................................................................... 19 Section 312 Taxes and Assessments.............................................................................. 19 Section 313 Representations and Warranties................................................................. 19 Section 314 Real Estate Commissions........................................................................... 20 ARTICLE IV DEVELOPMENT OF THE PROJECT................................................................. 21 Section 401 Financing ofthe Project............................................................................. 21 Section 402 Scope of Development............................................................................... 21 Section 403 Project Construction Drawings and Related Documents ........................... 21 Section 404 Project Development Costs........................................................................ 21 Section 405 Schedule of Performance........................................................................... 21 Section 406 Local, State, and Federal Laws.................................................................. 22 Section 407 Nondiscrimination During Construction.................................................... 23 Section 408 Insurance.................................................................................................... 23 Section 409 Indemnification.......................................................................................... 26 Section 410 Disclaimer of Responsibility by the City................................................... 27 Section 411 Rights of Access........................................................................................ 27 Section 412 Taxes, Assessments, Encumbrances and Liens......................................... 27 Section 413 Security Financing; Right of Holders........................................................ 27 Section 414 Rights to Plans........................................................................................... 28 Section 415 Release of Construction Covenants........................................................... 28 CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 ARTICLE V USE OF THE SITE................................................................................................. 29 Section 501 Uses; Leases............................................................................................... 29 Section 502 Maintenance of the Site............................................................................. 30 Section 503 Obligation to Refrain from Discrimination................................................ 31 Section 504 Form of Nondiscrimination and Nonsegregation Clauses ......................... 32 Section 505 Effect and Duration of Covenants.............................................................. 33 Section 506 Effect of Violation of Covenants............................................................... 33 ARTICLE VI DEFAULTS, REMEDIES AND TERMINATION ............................................... 34 Section 601 Defaults; Notice of Cure; Cure Rights....................................................... 34 Section 602 Institution of Legal Actions....................................................................... 34 Section 603 Applicable Law..........................................................................................35 Section 604 Acceptance of Service of Process.............................................................. 35 Section 605 Rights and Remedies Are Cumulative....................................................... 35 Section 606 Specific Performance................................................................................. 35 Section 607 Termination by City................................................................................... 35 Section 608 Termination by Land Trust VC or PSHH.................................................. 36 Section 609 Termination by Any Party Prior to Closing...............................................36 Section 610 Right of Reentry......................................................................................... 37 Section 611 Litigation Costs.......................................................................................... 40 Section 612 Limitation of Liability................................................................................ 40 ARTICLE VII GENERAL PROVISIONS................................................................................... 40 Section701 Advice........................................................................................................ 40 Section 702 Notices, Demands and Communications between the Parties................... 40 Section 703 Conflicts of Interest.................................................................................... 41 Section 704 Nonliability of City Officials and Employees........................................... 41 Section 705 Extension of Times of Performance.......................................................... 41 Section 706 Inspection of Books and Records.............................................................. 41 Section 707 Use of Project Images................................................................................ 41 Section 708 Action or Approval.................................................................................... 42 Section 709 Assurances to Act in Good Faith............................................................... 42 Section 710 Severability................................................................................................ 42 Section 711 No Third Party Beneficiaries..................................................................... 42 Section 712 Authority to Sign........................................................................................ 43 Section 713 Titles and Captions.................................................................................... 43 Section 714 Gender and Number................................................................................... 43 Section715 Signatures................................................................................................... 43 ARTICLE VIII WAIVERS AND AMENDMENTS.................................................................... 43 CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 1
EXHIBIT NO. 2
EXHIBIT NO. 3
EXHIBIT NO. 4
EXHIBIT NO. 5
EXHIBIT NO. 6
EXHIBIT NO. 7
EXHIBIT NO. 8
EXHIBIT NO. 9
EXHIBIT NO. 10
EXHIBIT NO. 11
EXHIBIT NO. 12
EXHIBIT NO. 13
EXHIBIT NO. 14
EXHIBIT NO. 15
EXHIBIT NO. 16
EXHIBIT NO. 17

EXHIBITS

LEGAL DESCRIPTION

SITE MAP

METHOD OF FINANCING

SCHEDULE OF PERFORMANCE

SCOPE OF DEVELOPMENT

PROJECT BUDGET

GRANT DEED

AGREEMENT CONTAINING COVENANTS

ENVIRONMENTAL INDEMNITY

FORM OF DEVELOPMENT GROUND LEASE

FORM OF HOMEOWNER GROUND LEASE

SALES PRICE CALCULATION METHODOLOGY

NOTICE OF AFFORDABILITY RESTRICTIONS ON

TRANSFER OF PROPERTY

DEED OF TRUST

ASSIGNMENT OF AGREEMENTS

FORM OF RELEASE OF CONSTRUCTION

COVENANTS

ASSIGNMENT AND ASSUMPTION AGREEMENT
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

DISPOSITION AND DEVELOPMENT AGREEMENT
This Disposition and Development Agreement (" Agreement"), dated as of March 19, 2024, is entered into by and among the CITY OF THOUSAND OAKS, a municipal corporation of the State of California (" City"), on the one hand, and HOUSING LAND TRUST VENTURA COUNTY, a California nonprofit public benefit corporation (" Land Trust VC"), and PEOPLE' S SELF- HELP HOUSING CORPORATION, a California nonprofit public benefit corporation PSHH"). City, Land Trust VC, and PSHH shall each be referred to herein individually as a Party" and collectively as the " Parties". The Parties hereby agree as follows:

RECITALS
A. The City is the fee title owner of certain improved real property located at 382 and 384 N. Erbes Road, Thousand Oaks, California, consisting of two parcels known as APN: 670- 0- 250- 290 and 670- 0- 250- 210, as more particularly described in the Legal Description attached hereto as Exhibit No. 1 and incorporated herein by this reference and shown on the Site Map attached hereto as Exhibit No. 2 and incorporated herein by this reference ( collectively, the " Site").

The Site is approximately 3. 87 acres and has an existing approximately 26,500 square foot structure which was formerly used as a school.

B. The City acquired the Site for the purpose of developing affordable housing. On May 24, 2022, the City Council declared the Site as " exempt surplus land" pursuant to Government Code Section 54221( f)(1)( F) and declared an intention to dispose of the Site for the purpose of affordable housing pursuant to an open competitive process. Following this action of the City Council, Government Code Section 54221 was revised effective January 1, 2024 to add Government Code Section 54221( f)(1)( R) creating a new category for " exempt surplus land" for affordable housing developed by community land trusts. Disposition and development ofthe Site pursuant to this Agreement is intended to comply with Government Code Section 54221( f)(1) to enable the Site to be declared " exempt surplus land".

C. The Site was acquired, in part, using Low and Moderate Income Housing Asset Funds, maintained by the City pursuant to California Health and Safety Code Sections 34176 and 34176. 1. This Agreement is in furtherance of the public purposes set forth in the Community Redevelopment Law ofthe State of California, Sections 33000 et seq. ofthe California Health and Safety Code.

D. On June 24, 2022, the City issued the Hillcrest Affordable Housing RFP/ RFQ RFQ"). In response to the RFQ, PSHH submitted a proposal in August 2022, together with a subsequent addendum thereto ( collectively, the " Proposal"), whereby PSHH proposed that the Land Trust VC acquire the Site from the City, which will in turn ground lease the Site to PSHH to develop the Site in accordance with the RFQ and the Proposal with an affordable for -sale housing development with not less than 78 attached for -sale townhomes to be sold at an affordable housing cost to income qualified households consistent with the RFQ and the Proposal (" Project"). The Project must meet the affordability requirements set forth in the RFQ. Specifically, one hundred CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 percent ( 100%) ofthe Units must be affordable to persons and families oflow or moderate income as defined in California Health and Safety Code Section 50093), with at least seventy- five percent 75%) of the Units restricted to lower income households ( as defined in California Health and Safety Code Section 50079. 5) at an Affordable Purchase Price, including ten ( 10) Units that must be LMIHAF Units ( as defined below).

E. One major goal of the City Council is to provide affordable owner -occupied housing for income qualified households in the City of Thousand Oaks.

F. The City' s assistance to the Project is proposed to include conveying the Site to Land Trust VC at the Acquisition Price. Land Trust VC would concurrently with conveyance of the Site from the City enter into a 5- year ground lease with PSHH for the development of the Project on the Site (" Development Ground Lease"). Upon completion of a Unit, Land Trust VC or Housing Trust Fund Ventura County, a California nonprofit public benefit corporation ( the Housing Trust VC") as set forth in Section 204 below), would enter into a 99- year ground lease with concurrent sale of the Unit by PSHH to income qualified households ( each a " Homeowner Ground Lease") and with each Homeowner Ground Lease, the Development Ground Lease would be partially terminated for the land related to the Unit, subject to the terms and conditions ofthis Agreement.

G. On September 9, 2008, the City adopted Ordinance No. 1506-NS creating, among other things, an inclusionary housing program. Ordinance No. 1506- NS was amended on October 24, 2023, by Ordinance No. 1719-NS. Ordinance No. 1506-NS, as amended by Ordinance No. 1719- NS ( collectively, the " Inclusionary Housing Ordinance"), sets forth the City' s inclusionary housing requirements ( collectively, the " Inclusionary Housing Requirements"). The Parties contemplated the Inclusionary Housing Ordinance and the Project' s Inclusionary Housing Requirements in preparing this Agreement. The Project meets and exceeds the Project' s Inclusionary Housing Requirements. This Agreement, including all exhibits attached hereto, constitutes the " Affordable Housing Agreement" contemplated by the Inclusionary Housing Ordinance. This Agreement, including the recordation ofthe Agreement Containing Covenants, is intended to satisfy the Inclusionary Housing Requirements for the Project.

H. The conveyance and use ofthe Site pursuant to this Agreement, and the fulfillment generally ofthis Agreement are in the vital and best interests ofthe City and the health, safety and welfare ofits residents, and in accord with the public purposes and provisions ofapplicable federal, state and local laws and requirements.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the above recitals, and other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I DEFINITIONS
For purposes of this Agreement, the following capitalized terms shall have the following meanings:

Affiliate" shall mean ( i) any party directly or indirectly controlling, controlled by or under common control with another party, ( ii) any party owning or controlling 10% or more of the outstanding voting securities of such other party, ( iii) any officer, director or partner of such party, or (iv) if such other party is an officer, director or partner, any company for which such party acts in any such capacity.

Affordable Housing Cost" shall mean:
i) For the ten ( 10) LMIHAF Units, shall mean a Housing Cost as calculated pursuant to Exhibit No. 12 for the LMIHAF Units;
ii) For the Low Income Units, shall mean a Housing Cost as calculated pursuant to Exhibit No. 12 for the Low Income Units; and
iii) For the Moderate Income Units, shall mean a Housing Cost as calculated pursuant to Exhibit No. 12 for Moderate Income Units.

Agreement" shall mean this Disposition and Development Agreement, as may be amended or modified from time to time, including all exhibits attached hereto, which exhibits are incorporated herein by this reference and all other documents incorporated herein by reference.

Agreement Containing Covenants" shall mean that certain Agreement Containing Covenants and Declaration of Covenants and Restrictions, substantially in the form attached hereto as Exhibit No. 8, which is incorporated herein by this reference, as may be amended or modified from time to time.

Area Median Income" shall mean the median income of the Oxnard -Thousand Oaks - Ventura, CA MSA, adjusted for family size by HUD, as determined by and published annually by the California Department of Housing and Community Development.

Assignment of Agreements" shall mean the assignment by PSHH to the City of Plans, contracts and permits, substantially in the form attached hereto as Exhibit No. 15, which is incorporated herein by this reference, as may be amended or modified from time to time, and which will be subordinated to the rights of any construction lenders to the Project.

City" shall mean the City of Thousand Oaks, California, a municipal corporation of the state of California, and any assignee of, or successor to, the rights, powers, and responsibilities of the City.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Closing" or " Close of Escrow" shall mean the point in time when all conditions precedent to the conveyance of the Site have been satisfied in accordance with this Agreement.

Closing Date" shall mean the date of recordation of the Grant Deed and other closing documents.

Completion" means the point in time when all of the following shall have occurred: ( i) the City shall have determined that development of the Project has been completed substantially in accordance with the Plans and specifications approved by the City, (ii) certificates of occupancy shall have been issued with respect to all of the Units, ( iii) recordation of a Notice of Completion by PSHH or its contractor with respect to the Project; and ( iv) certification by PSHH' s architect that the Project (with the exception of minor "punch list" items) has been completed in a good and workmanlike manner and substantially in accordance with the Plans and specifications approved by the City. There shall be no mechanic' s liens or stop notices permitted or allowed on fee title to the Site.

Days" shall mean calendar days and the statement of any time period herein shall be calendar days and not working or business days, unless otherwise specified.

Deed of Trust" shall mean the Deed of Trust, Security Agreement and Fixture Filing securing the obligations hereunder, in substantially the form attached hereto as Exhibit No. 14 and incorporated herein by this reference, to be executed by PSHH in favor of the City and recorded on the Closing Date against PSHH' s ground leasehold interest in the Site, as may be amended or modified from time to time.

Development Ground Lease" shall mean the 5- year ground lease to be entered into as of the Closing between Land Trust VC or Housing Trust VC, as landlord, and PSHH, as tenant, substantially in the form attached hereto as Exhibit No. 10, which is incorporated herein by this reference, as may be amended or modified from time to time.

Effective Date" shall mean the date this Agreement is executed by the City.

Environmental Indemnity" shall mean the indemnity by PSHH, substantially in the form attached hereto as Exhibit No. 9, which is incorporated herein by this reference, as may be amended or modified from time to time.

Escrow" shall mean the escrow established with the Escrow Agent for the conveyance of the Site to Land Trust VC.

Escrow Agent" shall mean an escrow company mutually acceptable to the Parties.

Force Majeure" or " Force Majeure Event" shall mean any of the following events, provided that such event actually delays and interferes with the timely performance of the matter to which it would apply and despite the exercise of diligence and good business practices are or CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 would be beyond the reasonable control ofthe party claiming such interference: war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; third party litigation including litigation challenging the validity of this transaction or any element thereof, unusually severe weather; inability to secure necessary labor, materials or tools; connection or similar delays by utility companies providing services to the Project; delays ofany contractor, subcontractor, or suppliers; acts ofthe other party; acts or failure to act of any Governmental Agency ( except ministerial acts or failure to act of the City shall not excuse performance by the City, provided that all conditions to such actions have been satisfied or waived); the imposition of any applicable moratorium by a Governmental Agency; or any other causes which despite the exercise of diligence and good business practices are or would be beyond the reasonable control of the party claiming such delay and interference.

Notwithstanding the foregoing, none of the foregoing events shall constitute a Force Majeure Event unless and until the parry claiming such delay and interference delivers to the other parties written notice describing the event, its cause, when and how such party obtained knowledge, the date the event commenced, and the estimated delay resulting therefrom. Any parry claiming a Force Majeure Delay shall deliver such written notice within fifteen ( 15) Days after it obtains actual knowledge of the event.

Force Majeure Delay" shall mean any delay in taking any action required by this Agreement, proximately caused by the occurrence of any Force Majeure Event.

Governmental Approvals" shall mean and include any and all general plan amendments, zoning approvals or changes, required approvals and certifications under the California Environmental Quality Act, tentative and final tract maps, variances, conditional use permits, demolition permits, excavation/ foundation permits, grading permits, building permits, inspection reports and approvals, certificates of occupancy, and other approvals, permits, certificates, authorizations, consents, orders, entitlements, filings or registrations, and actions of any nature whatsoever required from any Governmental Agency in order to commence and complete the Project.

Governmental Agency" means the United States, the State of California, the County of Ventura, the City of Thousand Oaks or any other political subdivision in which the Site is located, and any court or political subdivision, agency or instrumentality having jurisdiction over the Site.

Grant Deed" shall mean that certain Grant Deed conveying the Site to Land Trust VC, substantially in the form attached hereto as Exhibit No. 7, as may be amended or modified from time to time.

Hazardous Substances" shall have the meaning set forth in Section 304, below.

HCD" shall mean the California Department of Housing and Community Development.

Homeowner Ground Lease" shall mean the 99- year ground lease to be entered into between Land Trust VC, as landlord, and a purchaser of the Unit, as tenant, upon the sale of the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Unit to such purchaser, substantially in the form attached hereto as Exhibit 11, which is incorporated herein by this reference, as may be amended or modified from time to time.

Housing Cost" shall have the meaning set forth in Exhibit No. 12.

Housing Trust VC" shall mean Housing Trust Fund Ventura County, a California nonprofit public benefit corporation.

HUD" shall mean the United States Department of Housing and Urban Development.

Land Trust VC" shall mean Housing Land Trust Ventura County, a California nonprofit public benefit corporation, and any permitted assignee or nominee expressly permitted by this Agreement.

LMIHAF Units" shall mean the ten ( 10) Units to be developed and sold for an Affordable Purchase Price to Low Income Households as follows: eight ( 8) 1- bedroom and two 2) 2- bedroom Units in the Project. The term " LMIHAF Unit' shall mean each of the LMIHAF Units.

Low Income Household" shall mean for both the LMIHAF Units and the Low Income Units, the meaning given to " lower income household" in Health and Safety Code Section 50079. 5( a), generally being a household whose income does not exceed 80% of the Area Median Income adjusted for family size.

Low Income Units" shall mean the forty-nine (49) Units to be developed and sold for an Affordable Purchase Price to Low Income Households which are not LMIHAF Units as follows:
thirty (30) 2- bedroom, seventeen ( 17) 3- bedroom, and two (2) 4-bedroom Units in the Project. The term " Low Income Unit' shall mean each of the Low Income Units.

Method of Financing" shall mean the preliminary Method of Financing attached hereto as Exhibit No. 3, which is incorporated herein by this reference, as may be amended or modified from time to time as provided in the Schedule of Performance.

Moderate Income Household" shall mean a household whose income does not exceed 120% ofArea Median Income adjusted for family size.

Moderate Income Units" shall mean the nineteen ( 19) Units to be developed and sold for an Affordable Purchase Price to Moderate Income Households as follows: thirteen ( 13) 3- bedroom, and six ( 6) 4- bedroom, Units in the Project. The term " Moderate Income Unit' shall mean each of the Moderate Income Units.

Notice of Affordability Restrictions" shall mean the notice required by Health & Safety Code Section 33334.3( f) to be recorded at the Closing, substantially in the form ofExhibit No. 13 attached hereto, as may be amended or modified from time to time.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 PSHH" shall mean People' s Self -Help Housing Corporation, a California nonprofit public benefit corporation, and any permitted assignee or nominee expressly permitted by this Agreement.

Permitted Loan" shall mean a loan of funds which is to be used solely to pay Project Costs which is expressly approved in writing by the City Manager or designee and is given to a financial or lending institution or other acceptable Person capable of performing or causing to be performed PSHH' s obligations under this Agreement, the Grant Deed, the Agreement Containing Covenants, and the Development Ground Lease. Any and all such loan amounts and security conveyances and related documentation shall be subject to the prior written approval of the City Manager or designee, which approval shall not be unreasonably withheld or delayed, and shall only be secured by PSHH' s ground leasehold interest in the Site.

Permitted Transfer" shall mean any Transfer that is pre -approved in writing by the City or expressly permitted by the terms of this Agreement.

Person" shall mean an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company or other entity, domestic or foreign.

Plans" shall mean any architectural and construction plans and drawings prepared for the Project in accordance with this Agreement.

Project Budget" shall mean the preliminary sources and uses of funds for development of the Project as set forth in Exhibit No. 6, as may be amended or modified from time to time as provided in the Schedule ofPerformance. The Project Budget shall be subject to change from time - to -time, subject to the prior written approval of PSHH and the City Manager ( or designee), upon which approval the Project Budget shall be replaced by the approved revised Project Budget.

Project Costs" shall mean all costs which are actually incurred by PSHH for the development of the Project, and shall include, without limitation, all of the items of cost set forth in the Project Budget and similar costs, fees and expenses as approved by the City.

Release of Construction Covenants" shall mean the Release of Construction Covenants, substantially in the form of Exhibit No. 16 attached hereto, as may be amended or modified from time to time, as set forth in more detail in Section 415.

Right of Reentry" shall have the meaning given to it in Section 610 ofthis Agreement.

Schedule of Performance" shall mean that certain schedule attached hereto as Exhibit No. 4, setting forth the times upon which performance by the parties under this Agreement is due, as may be amended or modified from time to time.

Scope of Development" shall mean that certain exhibit attached hereto as Exhibit No. 5, as may be amended or modified from time to time.

Transfer" shall mean:
i) the sale, agreement to sell, transfer or conveyance of the Site, the Project, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment sale contract or similar instrument affecting all or a portion of the Site or Project, the lease of all or substantially all of the Site or Project, except as provided in subparagraph ( iii) below, or the appointment of a receiver or trustee to operate or exercise direct or indirect control over any portion of or interest in the Project or to operate or exercise direct or indirect control over any interest in any general partner or member of Land Trust VC or PSHH or any general partner or member of a general partner or member of Land Trust VC or PSHH.
ii) " Transfer" shall also include the transfer, assignment, hypothecation or conveyance of legal or beneficial ownership of any interest in Land Trust VC or PSHH or any general partner or member of Land Trust VC or PSHH or of any general partner or member of a general partner or member of Land Trust VC or PSHH, or any conversion of Land Trust VC or PSHH to an entity form other than that ofLand Trust VC or PSHH at the time of execution ofthis Agreement, except that, a cumulative change in ownership interest of any general partner of the Land Trust VC or PSHH of forty-nine percent (49%) or less shall not be deemed a " Transfer" for purposes ofthis Agreement.
iii) Notwithstanding paragraphs ( i) and ( ii), " Transfer" shall not include any of the following Permitted Transfers:

A) A conveyance of a security interest to the beneficiary of a deed of trust secured by PSHH' s ground leasehold interest in the Site under the Development Ground Lease securing a Permitted Loan or the conveyance of title to PSHH' s ground leasehold interest in the Site under the Development Ground Lease in connection with a foreclosure, a deed in lieu of foreclosure or similar conversion of such deed of trust; B) Any refinancing that repays a Permitted Loan (referred to herein as a " Take-out Loan"), if the Take- out Loan is equal to, or less than, the amount owing on the Permitted Loan it is repaying including principal and interest, any early redemption or prepayment penalty, and customary and reasonable fees and costs ofthe transaction; C) The transfer of PSHH' s interests under this Agreement to a limited liability company of which PSHH is the sole member and manager, which transfer would require as a condition precedent a guaranty executed by an entity acceptable to the City Manager in form and content acceptable to the City Manager and City Attorney or other acceptable financial assurance agreeable to the City Manager and City Attorney guaranteeing PSHH' s duties and obligations under this Agreement;
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 D) The transfer of the Land Trust VC interests under this Agreement and the Site from Land Trust VC to Housing Trust VC for financing purposes prior to the development of the Project subject to the conditions in Section 204, and the transfer of the Site, the Housing Trust VC interests under this Agreement, the Development Ground Lease and any Homeowner Ground Leases then in existence from Housing Trust VC to Land Trust VC upon receipt of financing by the Housing Trust VC for the Project subject to the conditions in Section 204.

E) The entry into the Development Ground Lease pursuant to all of the terms and conditions of this Agreement; and
F) The sale of a Unit to a Low Income Household or Moderate Income Household and entry into the Homebuyer Ground Lease related to that Unit pursuant to all of the terms and conditions of this Agreement.

Units" shall mean collectively the seventy- eight ( 78) residential dwelling units developed on the Site, each a " Unit" herein.

ARTICLE II SUBJECT OF THIS AGREEMENT
Section 201 Purpose of Agreement
The purpose ofthis Agreement is to promote for -sale affordable housing by conveying the Site to Land Trust VC for the Acquisition Price to assist PSHH in the development of the Project to increase the supply of for -sale affordable housing in the City for a period of not less than 99 years. The Project pursuant to this Agreement and the fulfillment generally ofthis Agreement are in the vital and best interests of the City and the health, safety welfare of the City' s residents, and are in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirements under which the Project has been undertaken and is being assisted.

Section 202 The Site
The " Site" consists of the improved real property located at 382 and 384 N. Erbes Road, Thousand Oaks, California, consisting of two parcels known as APN: 670- 0250- 290 and 670- 0- 250-210, as more particularly described in the Legal Description and shown on the Site Map, and is approximately 3. 87 acres, together with all existing and future improvements thereon. This Agreement sets forth the terms and conditions by which City will convey the Site to Land Trust VC and the PSHH will develop and use the Site as affordable housing.

Section 203 Right of Entry
The City and PSHH previously entered into a Right of Entry, dated as of February 28, 2023 the " Right of Entry"). The term of the Right of Entry as set forth in Section 4 of the Right of Entry is hereby extended from the date of this Agreement until the date of Closing; provided that ifthis Agreement is terminated prior to the Closing, the Right of Entry will terminate upon such termination ofthis Agreement.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Section 204 Parties to the Agreement
a) The City
The City is a municipal corporation of the State of California. The principal office of the City is located at 2100 E. Thousand Oaks Boulevard, Thousand Oaks, CA 91362, Attn: Andrew P. Powers, City Manager, with a copy to: City of Thousand Oaks, 2100 E. Thousand Oaks Boulevard, Thousand Oaks, CA 91362, Attn: Noel Doran. " City" as used in this Agreement includes the City of Thousand Oaks and any assignee of or successor to its rights, powers and responsibilities.
b) Land Trust VC
Land Trust VC is Housing Land Trust Ventura County, a California nonprofit public benefit corporation, whose address is 360 Mobil Avenue, Suite 213A, Camarillo, CA 93010.

Wherever the term " Land Trust VC" is used herein, such term shall include any permitted nominee, assignee or successor in interest as herein provided.

Land Trust VC intends to convey fee title to the Site to Housing Trust VC. The City consents to the transfer of fee title to the Site from Land Trust VC to Housing Trust VC provided that Housing Trust VC agrees to and takes title to the Site subject to this Agreement, including, without limitation, all documents recorded or to be recorded as required by this Agreement, the Grant Deed, the Agreement Containing Covenants, the Development Ground Lease, and the Homeowner Ground Leases ( if any at the time of such conveyance) substantially in the form of the attached Exhibit No. 17, for itself and its successors and assigns, and for the benefit of City shall expressly assume all of the obligations of Land Trust VC under this Agreement, including, without limitation, all documents recorded or to be recorded as required by this Agreement, the Grant Deed, the Agreement Containing Covenants, the Development Ground Lease, and the Homeowner Ground Leases ( if any at the time of such conveyance) and agrees to be subject to all conditions and restrictions applicable to Land Trust VC in this Agreement, including, without limitation, all documents recorded or to be recorded as required by this Agreement, the Grant Deed, the Agreement Containing Covenants, the Development Ground Lease, and the Homeowner Ground Leases ( if any at the time of such conveyance). There shall be submitted to City for City' s prior review and written approval all instruments and other legal documents proposed to affect any such conveyance. Housing Trust VC' s address is 360 Mobil Avenue, Suite 213A, Camarillo, CA 93010.

Housing Trust VC intends to convey fee title to the Site to back to Land Trust VC after completion ofthe Project. City consents to the transfer of fee title to the Site from Housing Trust VC to Land Trust VC provided that Land Trust VC agrees to and takes title to the Site subject to this Agreement, including, without limitation, all documents recorded or to be recorded as required by this Agreement, the Grant Deed, the Agreement Containing Covenants, the Development Ground Lease, and the Homeowner Ground Leases ( if any at the time of such conveyance) by instrument in writing satisfactory to City and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of City shall expressly assume all of the obligations of Housing Trust VC under this Agreement, including, without limitation, all documents recorded or to be recorded as required by this Agreement, the Grant Deed, the Agreement Containing Covenants, the Development Ground Lease, and the Homeowner Ground CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Leases ( if any at the time of such conveyance) and agrees to be subject to all conditions and restrictions applicable to Housing Trust VC in this Agreement, including, without limitation, all documents recorded or to be recorded as required by this Agreement, the Grant Deed, the Agreement Containing Covenants, the Development Ground Lease, and the Homeowner Ground Leases ( if any at the time of such conveyance). There shall be submitted to City for City' s prior review and written approval all instruments and other legal documents proposed to affect any such conveyance.
c) PSHH
PSHH is People' s Self -Help Housing Corporation, a California nonprofit public benefit corporation, whose address is People' s Self -Help Housing Corporation, 1060 Kendall Road, San Luis Obispo, CA 93401, Attn: Kenneth Trigueiro, CEO & President, with a copy to: People' s Self - Help Housing Corporation, 2901 N. Ventura Rd., Ste. 265, Oxnard, CA 93036, Attn: Veronica Z.

Garcia, Chief Real Estate Development Officer. Wherever the term " PSHH" is used herein, such term shall include any permitted nominee, assignee or successor in interest as herein provided.

Section 205 Prohibition Against Transfers; Right of First Refusal a) The qualifications and identity of PSHH and Land Trust VC are of particular concern to the City. It is because ofthose qualifications and identity that the City has entered into this Agreement with the PSHH and the Land Trust VC. No voluntary or involuntary successor in interest of the PSHH and Land Trust VC shall acquire any rights or powers under this Agreement except as expressly set forth herein.
b) Each ofPSHH and Land Trust VC represents and agrees for itself and any successor in interest that prior to Completion and recordation of all of the Releases of Construction Covenants, except for a Permitted Loan, it shall not assign or attempt to assign this Agreement or any right herein nor shall any other Transfer be permitted except as otherwise consented to by the City in writing. The Parties agree that so long as PSHH and Land Trust VC each remain a nonprofit public benefit corporation, a routine change in individual members of the board of directors or officers of PSHH or Land Trust VC shall not be deemed to constitute a significant change. c) Land Trust VC represents and agrees for itself and any successor in interest that if at any time from time to time Land Trust VC receives from any third party a bona fide offer to purchase the Site on terms acceptable to Land Trust VC and Land Trust VC desires to sell the Site pursuant to said offer or a counter-offer from Land Trust VC, then Land Trust VC shall give written notice ofthe offer to the City. Within ninety ( 90) Days after Land Trust VC gives the City written notice of the third -party offer, the City shall have the right to purchase the Site at the same price and on the same terms and conditions set forth in the third -party offer. The City may freely assign its rights hereunder to any third party. To exercise its right, the City must agree to deposit in escrow with any escrow company in Ventura County, California, all moneys and instruments required by the terms of the offer to be paid or delivered to Land Trust VC on the same terms and conditions set forth in the third -party offer and shall also give Land Trust VC written notice of the City' s election to exercise its right of first refusal. Ifthe City (or its assignee) does not exercise its right to purchase in accordance with the provisions of this Section, Land Trust VC may sell the Site to the third party making the offer on the same terms and conditions set forth in that offer; provided, however, that Land Trust VC has made every reasonable effort to sell the Site to another nonprofit CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 housing corporation with Land Trust VC' s similar experience and reputation in the field of lowincome housing ( including the management and sale of properties with income and affordability restrictions), and provided further that the City has approved such prospective buyer in advance in writing in accordance with this Agreement and the sale complies with subsection ( f), below. Iffor any reason the Site is not sold to the party making the offer, Land Trust VC shall give the City the same right to purchase the Site on receiving any subsequent offer from any third party that is acceptable to Land Trust VC. The City' s rights herein shall be contained or memorialized within an instrument recorded at Closing against fee title to the Site. d) Land Trust VC represents and agrees for itself and any successor in interest that after recordation of all Releases of Construction Covenants, without the prior written approval of the City ( not to be unreasonably withheld, conditioned or delayed), there shall be no significant change in the ownership ofthe Land Trust VC or in the relative proportions thereof, or with respect to the identity of the parties in control of the Land Trust VC or the degree thereof, by any method or means. The Parties agree that so long as Land Trust VC remains a nonprofit public benefit corporation, a routine change in individual members of the board of directors or officers of Land Trust VC shall not be deemed to constitute a significant change. e) Land Trust VC and prior to recordation of all Releases of Construction Covenants, PSHH, shall each promptly notify City of any and all changes whatsoever in the identity of the parties in ownership and/or in control of such entity or the degree thereof, ofwhich it or any of its officers have been notified or otherwise have knowledge or information. f) Land Trust VC represents and agrees for itself and any successor in interest that after recordation of all Releases of Construction Covenants, without the prior written approval of the City, Land Trust VC shall not assign or attempt to assign this Agreement or any right herein, nor make any other Transfer, without the prior written approval of the City Manager or designee, except as expressly permitted by this Agreement. Any proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by City to fulfill the obligations undertaken in this Agreement by Land Trust VC. Any such proposed transferee, by instrument in writing satisfactory to City and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of City shall expressly assume all of the obligations of the Land Trust VC under this Agreement and all documents recorded or to be recorded as required by this Agreement, the Grant Deed, the Agreement Containing Covenants, the Development Ground Lease, and the Homeowner Ground Leases ( if any at such time), and agree to be subject to all conditions and restrictions applicable to the Land Trust VC in this Agreement and all documents recorded or to be recorded as required by this Agreement, the Grant Deed, the Agreement Containing Covenants, the Development Ground Lease, and the Homeowner Ground Leases ( if any at such time). There shall be submitted to City for City' s prior review and written approval all instruments and other legal documents proposed to affect any such Transfer, and if approved by City, its approval shall be indicated to the Land Trust VC in writing.
g) In the absence of specific written agreement by City, no Transfer, or approval thereof by City, shall be deemed to relieve PSHH, Land Trust VC or any other party from any obligations under this Agreement.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 h) Except as otherwise provided herein, City shall not be obligated to approve any proposed assignment ofthe rights of PSHH or Land Trust VC hereunder ifthe proposed assignee does not have the qualifications, development experience or financial capability necessary and adequate to fulfill the obligations undertaken in this Agreement by PSHH or Land Trust VC, as applicable, or approve any Transfer if the City Manager reasonably determines, in light of the public funds committed in acquisition of the Site and the public purposes of this Agreement, that such approval is not otherwise in the public interest. Consent to any Transfer shall not be deemed to be a waiver of the right to require consent to future or successive Transfers. i) In the case of any proposed Permitted Transfer, PSHH or Land Trust VC, as applicable, shall submit to the City Manager or designee documentation reasonably demonstrating that the proposed assignment or transfer complies with the standards for a Permitted Transfer described in the definition of the term " Permitted Transfer". Upon approval of such documentation, which shall not be unreasonably withheld, conditioned or delayed, the City Manager or designee shall confirm to PSHH or Land Trust VC, as applicable, and the proposed assignee or transferee in writing that such transfer complies with the standards set forth in the respective provisions of this Agreement.
0) This Agreement may be terminated by City, and City may exercise its remedies pursuant to this Agreement, including without limitation the Right of Reentry and/ or the Deed of Trust, if there is a Transfer in violation of this Agreement.

ARTICLE III DISPOSITION OF THE SITE
Section 301 Conveyance of Site
a) In accordance with and subject to all the terms, covenants, and conditions of this Agreement, the City agrees to convey fee title of the Site to Land Trust VC and Land Trust VC agrees to accept conveyance of the Site. Land Trust VC acknowledges and agrees that the terms ofthe conveyance and the conditions precedent to conveyance and delivery oftitle pursuant to this Agreement are set forth in this Article III and in the Method of Financing. b) Land Trust VC shall pay to the City as the total purchase price for the Site the Acquisition Price.

Section 302 Condition of Title
a) The City shall convey to Land Trust VC fee title to the Site free and clear of all liens, encumbrances, assessments, easements, leases and taxes; except those which are set forth in or required by this Agreement or included in the Grant Deed, those which exist as of the date of this Agreement, and those which are otherwise consistent with this Agreement and which are acceptable to Land Trust VC and PSHH.
b) Title to the Site shall be conveyed to Land Trust VC free of any possession or right of possession, except to the extent waived by Land Trust VC and PSHH in writing.

LAND TRUST VC AND PSHH EACH SPECIFICALLY ACKNOWLEDGES AND AGREES THAT CITY IS CONVEYING THE SITE ON AN " AS IS WITH ALL FAULTS"

BASIS AND THAT NEITHER LAND TRUST VC OR PSHH ARE RELYING ON ANY

REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR

IMPLIED, FROM CITY, ITS INDIVIDUAL MEMBERS, AGENTS, ATTORNEYS, OR

BROKERS AS TO ANY MATTERS CONCERNING THE SITE, INCLUDING WITHOUT LIMITATION: ( A) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY GROUNDWATER; ( B) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE SITE;

C) THE DEVELOPMENT POTENTIAL OF THE SITE, AND THE SITE' S USE,

MERCHANTABILITY, OR FITNESS, OR THE SUITABILITY, VALUE OR ADEQUACY OF THE SITE FOR ANY PARTICULAR PURPOSE; ( D) THE ZONING OR OTHER LEGAL

STATUS OF THE SITE OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE SITE; ( E) THE COMPLIANCE OF THE SITE WITH ANY APPLICABLE CODES,

LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND

RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI -GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY; ( F) THE PRESENCE OF " HAZARDOUS SUBSTANCES" ( AS DEFINED IN SECTION 304, BELOW) ON, UNDER OR ABOUT THE SITE OR THE ADJOINING OR NEIGHBORING LAND AND IMPROVEMENTS; ( G) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS; AND (H) THE CONDITION OF TITLE TO THE SITE. LAND TRUST VC AND PSHH EACH HEREBY

EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS RELYING SOLELY UPON ITS

INSPECTIONS, EXAMINATION, AND EVALUATION OF THE SITE IN PURCHASING THE SITE ON AN " AS IS," " WHERE IS" AND " WITH ALL FAULTS" BASIS.

Land Trust VC and PSHH has each had the opportunity to investigate and determine the soil and seismic conditions of the Site and their suitability for the Project. If the condition of the Site is not in all respects entirely suitable for the use or uses contemplated by this Agreement, then it is the sole responsibility and obligation of PSHH to place the Site in all respects in a condition entirely suitable for the development thereof, solely at PSHH' s expense.

Section 304 Hazardous Substances " Hazardous Substance," as used in this Agreement means any substance, material or waste which is or becomes regulated by the United States government, the State of California, or any local or other governmental authority, including, without limitation, any material, substance or waste which is ( i) defined as a " hazardous waste," acutely hazardous waste," " restricted hazardous waste," or " extremely hazardous waste" under Sections 25115, 25117 or 25122. 7, or listed pursuant to Section 25140, of the California Health and Safety Code; ( ii) defined as a " hazardous substance" under Section 25316 of the California Health and Safety Code; ( iii) defined as a " hazardous material," " hazardous substance," or hazardous waste" under Section 25501 ofthe California Health and Safety Code; ( iv) defined as a " hazardous substance" under Section 25281 of the California Health and Safety Code; ( v) petroleum; ( vi) asbestos; ( vii) a polychlorinated biphenyl; ( viii) listed under Article 9 or defined as " hazardous" or " extremely hazardous" pursuant to Article 11 of Title 22 ofthe California Code CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 of Regulations, Chapter 20; ( ix) designated as a " hazardous substance" pursuant to Section 311 of the Clean Water Act ( 33 U.S. C. Section 1317); ( x) defined as a " hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act ( 42 U.S. C. Section 6903); ( xi) defined as a " hazardous substance" pursuant to Section 101 ofthe Comprehensive Environmental Response, Compensation and Liability Act (42 U.S. C. Section 9601); or ( xii) any other substance, whether in the form of a solid, liquid, gas or any other form whatsoever, which by any governmental requirements is defined as " hazardous" or is harmful to the environment or capable of posing a risk of injury to public health and safety. " Hazardous Substances" do not include materials customarily used in the construction, development, operation or maintenance of real estate, provided such substances are used in accordance with all laws. b) PSHH hereby represents and warrants that the development and construction permitted under this Agreement shall comply in all material respects with all applicable environmental laws. Land Trust VC hereby represents and warrants that the uses of the Site permitted under this Agreement shall comply in all material respects with all applicable environmental laws.
c) Effective upon the Close of Escrow, PSHH agrees to indemnify, defend and hold harmless City and its members, officers, agents, employees, contractors and consultants, in accordance with the Environmental Indemnity, which is incorporated herein and attached hereto as Exhibit No. 9.
d) By execution of this Agreement, Land Trust VC and PSHH each hereby waives, releases and discharges the City and its members, officers, employees, agents, contractors, and consultants, from any and all present and future claims, demands, suits, legal and administrative proceedings, and from all liability for damages, losses, costs, liabilities, fees and expenses including, without limitation, attorneys' fees) arising out of or in any way connected with the City' s, Land Trust VC' s or PSHH' s use, maintenance, ownership or operation of the Site, any Hazardous Substances on the Site, or the existence of Hazardous Substances contamination in any state on the Site, however the Hazardous Substances came to be placed there, except that arising out ofthe gross negligence or willful misconduct ofthe City or its employees, officers or agents.

Land Trust VC and PSHH acknowledges that it is aware of and familiar with the provisions 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."
To the extent of the release set forth in this Section 304, Land Trust VC and PSHH each hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code.

Section 305 Conditions to Close of Escrow
a) Land Trust VC' s Conditions Precedent. Land Trust VC' s obligation to accept conveyance of the Site shall be conditioned upon the fulfillment of the following conditions precedent prior to the Close ofEscrow (unless otherwise provided):

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

1. City shall have duly performed each and every agreement to be performed by City hereunder prior to the Close of Escrow;

2. The Title Company shall be committed to issue a standard ALTA form owner' s title insurance policy to Land Trust VC insuring that fee title to the Site is vested in Land Trust VC subject only to the matters described in Section 302 ( the " Owner' s Standard Title Insurance Policy"), or such other title insurance as Land Trust VC may request, but Land Trust VC may not delay the Close of Escrow so long as the Title Company is prepared to issue the Owner' s Standard Title Insurance Policy; and

3. Land Trust VC shall have reviewed and approved the Escrow Agent' s estimated statement of closing costs.
b) City' s Conditions Precedent. City' s obligation to convey the Site to Land Trust VC shall be conditioned upon the fulfillment ofthe following conditions precedent prior to the Close of Escrow (unless otherwise provided):

1. Each of Land Trust VC and PSHH shall have duly performed each and every agreement to be performed by such entity hereunder prior to the Close of Escrow and Land Trust VC' s and PSHH' s representations, warranties and covenants set forth in this Agreement shall be true and correct as of the date of the Close of Escrow;

2. Land Trust VC and PSHH shall have satisfied all conditions precedent to the Close of Escrow (as provided in the Method of Financing);

3. The Title Company shall be committed to issue a standard ALTA form Lender' s Title Insurance Policy to the City insuring City that the Deed of Trust is a valid lien encumbering PSHH' s leasehold title ofthe Site junior in lien priority only to all Permitted Loan( s) for construction financing provided that such construction lender( s) and the City have agreed upon and entered into ( or will enter into as of the Closing) subordination agreement( s) in form and content mutually agreeable to the City and such lender( s) which contains rights for the City as set forth in Section 6 1 0( d)( 2)( A)-(E) ( the " City' s Standard Title Insurance Policy");

4. The City shall have reviewed and approved the Escrow Agent' s estimated statement of closing costs; and

5. The conveyance of the Site pursuant to this Agreement is in compliance with California Government Code Section 54220 et seq. ( the " Surplus Land Act") and the Surplus Land Act Guidelines adopted by HCD in connection therewith (" Surplus Land Act Guidelines"); and ( ii) the City' s determination that the Site is " exempt surplus land" has been approved or deemed approved by HCD as and to the extent required by the Surplus Land Act and/ or the Surplus Land Act Guidelines.

Section 306 Escrow
a) Opening of escrow for conveyance of the Site shall be completed with the Escrow Agent within the time provided in the Schedule of Performance. Article III of this Agreement shall constitute the joint escrow instructions of the City and Land Trust VC for the conveyance of the Site. The City and Land Trust VC shall provide such additional escrow instructions consistent with this Agreement as shall be necessary. The Escrow Agent hereby is empowered to act under CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 such instructions, and upon indicating its acceptance thereof in writing, delivered to the City and to Land Trust VC upon opening of the escrow, the Escrow Agent shall carry out its duties as Escrow Agent hereunder. If there is any inconsistency between such additional instructions and this Agreement, then this Agreement shall control.
b) Upon delivery of the Grant Deed for the Site to the Escrow Agent, the Escrow Agent shall record such Grant Deed in accordance with these escrow instructions, provided that the title to the Site can be vested in Land Trust VC in accordance with the terms and provisions of this Agreement. The Escrow Agent shall buy, affix, and cancel any transfer stamps required by law. Any insurance policies governing the Site are not to be transferred. c) Land Trust VC shall pay in escrow to the Escrow Agent the following fees, charges and costs for the conveyance of the Site promptly after the Escrow Agent has notified Land Trust VC of the amount of such fees, charges and costs, at least two ( 2) working days, but not earlier than ten ( 10) days, prior to the scheduled date for the conveyance of the Site:

1. The escrow fee;

2. The premium for the Owner' s Standard Title Insurance Policy and any extended coverage or special endorsements which it requests in addition to the Owner' s Standard Title Insurance Policy; and

3. The premium for the City' s Standard Title Insurance Policy and any extended coverage or special endorsements which the City requests in addition to the City' s Standard Title Insurance Policy;

4. Any State, County, or City documentary stamps or transfer tax; and

5. Any other fees or costs to close escrow.
d) The City shall pay the following fees, charges and costs for the conveyance of the Site: none.
e) The City shall timely and properly execute, acknowledge and deliver the Grant Deed to the Escrow Agent, conveying to Land Trust VC title to the Site in accordance with the requirements of this Agreement.
f) The Escrow Agent is authorized to:

1. Pay, and charge Land Trust VC for any fees, charges and costs payable under this Agreement. Before such payments are made, the Escrow Agent shall notify the City and Land Trust VC of the fees, charges and costs necessary to clear title and close the escrow.

2. Disburse funds and deliver the Grant Deed and other documents to the parties entitled thereto when the conditions ofthis escrow have been fulfilled.

3. Record any instruments delivered through this escrow ifnecessary or proper to vest title in Land Trust VC in accordance with the terms and provisions of the escrow instructions portion ofthis Agreement.
g) If Escrow is not in condition to close with respect to the Site on or before the time for conveyance established in the Schedule of Performance, either party who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, demand the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 return of its money, papers, or documents from the Escrow Agent. No demand for return shall be recognized until ten ( 10) Days after the Escrow Agent ( or the parry making such demand) shall have mailed copies of such demand to the other party or parties at the address of its principal place of business. Objections, if any, shall be raised by written notice to the Escrow Agent and to the other party within the 10- Day period, in which event the Escrow Agent is authorized to hold all money, papers, and documents with respect to the Site until instructed by a mutual agreement of the parties or, upon failure thereof, by a court of competent jurisdiction. If no such demands are made, the Escrow shall be closed as soon as possible.
h) If objections are raised as above provided for, the Escrow Agent shall not be obligated to return any such money, papers, or documents except upon the written instructions of both the City and Land Trust VC, or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction. If no such objections are made within said 10- Day period, the Escrow Agent shall immediately return the demanded money, papers, or documents. i) Any amendment to the escrow instructions shall be in writing and signed by both the City and Land Trust VC. At the time of any amendment the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment.
0) All communications from the Escrow Agent to the City Land Trust VC shall be directed to the addresses and in the manner established in Section 702 of this Agreement for notices, demands, and communications between the City and Land Trust VC.

Section 307 Conveyance of Title and Delivery of Possession a) Subject to any mutually agreed upon extension of time, conveyance to Land Trust VC oftitle to the Site in accordance with this Agreement shall be completed on or prior to the date specified in the Schedule of Performance for Closing or such later date mutually agreed to in writing by the City and Land Trust VC and communicated in writing to the Escrow Agent. b) Except as otherwise provided herein, possession of the Site shall be delivered to and accepted by Land Trust VC concurrently with the conveyance oftitle.

Section 308 Form of Grant Deed
The City shall convey to Land Trust VC title to the Site in the condition provided in Section 302 of this Agreement by "Grant Deed" substantially in the form incorporated herein and attached hereto as Exhibit No. 7. The Grant Deed to the Site shall contain covenants necessary or desirable to carry out the purposes of this Agreement and shall include provisions to effectuate the Right of Reentry described in Section 610 of this Agreement.

Section 309 Time For and Place For Delivery of Grant Deed Subject to any mutually agreed upon extension of time, the City shall deposit the Grant Deed for the Site with the Escrow Agent on or before the date established for the conveyance of the Site in the Schedule of Performance.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Section 310 Recordation of the Deed
After the City has notified the Escrow Agent that all conditions to conveyance of the Site have either been satisfied or waived, the Escrow Agent shall file the Grant Deed for recordation in the Official Records of Ventura County.

Section 311 Title Insurance
Concurrently with recordation of the Grant Deed, the Title Company shall provide and deliver to Land Trust VC the Owner' s Standard Title Insurance Policy provide and deliver to City the City' s Standard Title Insurance Policy in the condition required by Section 305 of this Agreement. Land Trust VC shall pay for all premiums including those for any extended coverage or special endorsements for the Owner' s Standard Title Insurance Policy and the City' s Standard Title Insurance Policy.

Section 312 Taxes and Assessments
Ad valorem taxes and assessments, if any, on the Site, and taxes upon this Agreement or any rights hereunder, levied, assessed or imposed for any period, commencing after conveyance of title or possession ofthe Site to Land Trust VC, shall be borne by Land Trust VC. Ad valorem taxes and assessments levied, assessed or imposed for any period prior to conveyance of title to the Site to Land Trust VC shall be paid by the City.

Section 313 Representations and Warranties
As an inducement to the City to enter into this Agreement and convey the Site to Land Trust VC, Land Trust VC and PSHH each for itself only hereby represents and warrants to the City, which representations and warranties are true and correct as of the date of this Agreement and which shall survive the Close of Escrow:
a) Land Trust VC or PSHH, as applicable, has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to satisfy all obligations of Land Trust VC or PSHH, as applicable, in this Agreement or in any instrument or document referred to herein ( referred to collectively as the " Obligations"); b) This Agreement and all documents required hereby to be executed by Land Trust VC or PSHH, as applicable, are, and shall be, valid, legally binding obligations of and enforceable against Land Trust VC or PSHH, as applicable, in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws or equitable principles affecting or limiting the rights of contracting parties generally; c) There is no charter, bylaw, or capital stock provision of Land Trust VC or PSHH, as applicable, and no provision of any indenture, instrument, or agreement, written or oral, to which Land Trust VC or PSHH, as applicable, is a party or which governs the actions of Land Trust VC or PSHH, as applicable, or which is otherwise binding upon Land Trust VC or PSHH, as applicable, or Land Trust VC' s or PSHH' s, as applicable, property, nor is there any statute, rule or CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 regulation, or any judgment, decree, or order of any court or agency binding on Land Trust VC or PSHH, as applicable, or Land Trust VC' s or PSHH' s, as applicable, property which would be contravened by the execution, delivery or performance of any of Obligations; d) There is no action, suit, or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or, to the knowledge of Land Trust VC or PSHH, as applicable, threatened against or affecting Land Trust VC or PSHH, as applicable, or any properties or rights of Land Trust VC or PSHH, as applicable, which, if adversely determined, would materially impair the right ofLand Trust VC or PSHH, as applicable, to execute or perform any of the Obligations, or would materially adversely affect the financial condition of Land Trust VC or PSHH, as applicable;
e) Neither the execution and delivery of this Agreement and documents referenced herein, nor the incurrence of the Obligations, nor the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement and the documents referenced herein conflict with or result in the material 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 agreements or instruments to which Land Trust VC or PSHH, as applicable, is a party; f) No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Land Trust VC or PSHH, as applicable, nor are any of such proceedings contemplated by Land Trust VC or PSHH, as applicable;
g) All reports, documents, instruments, information and forms of evidence delivered to City by Land Trust VC or PSHH, as applicable, concerning or required by this Agreement are accurate, correct and sufficiently complete to give the City true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission; h) No representation, warranty or statement of Land Trust VC or PSHH, as applicable, in this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements or facts contained therein not misleading.

Section 314 Real Estate Commissions
Neither the City nor Land Trust VC shall be liable for any real estate commissions or brokerage fees which may arise from this Agreement. The City and Land Trust VC each represents it has not engaged a broker, agent or finder in connection with this transaction. Land Trust VC agrees to defend, hold harmless and indemnify the City from any claim by any broker, agent or finder retained, or claimed to have been retained, by Land Trust VC. The City agrees to defend, hold harmless and indemnify Land Trust VC from any claim by any broker, agent or finder retained, or claimed to have been retained by the City.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

ARTICLE IV DEVELOPMENT OF THE PROJECT
Section 401 Financing ofthe Project
The total estimated cost of the Project is set forth in the Project Budget and Method of Financing.

Section 402 Scope of Development
The Project shall be developed in accordance with and within the limitations established in the Scope of Development and Plans approved by the City pursuant to this Agreement and permits issued by the City. The City shall have the right to reasonably approve PSHH' s selection of its general contractor and architects. City hereby approves Di Cecco Architecture, Inc. as the architect for the Project. City shall also have the right to review any and all contracts and agreements with such entities for the Project.

Section 403 Project Construction Drawings and Related Documents a) PSHH shall prepare and submit construction drawings and related documents for the development of the Project to the City for review ( including, but not limited to, architectural review) and written approval at the times established in the Schedule of Performance. The construction drawings and related documents shall be submitted in sufficient detail to obtain a building permit.
b) PSHH shall prepare and submit to the City for its approval landscaping grading plans for the Site. Those Plans shall be prepared and submitted within the times established in the Schedule of Performance. The landscaping plans shall be prepared by a licensed landscape architect and the grading plans shall be prepared by a licensed civil engineer.

Section 404 Project Development Costs
a) The cost of developing the Project shall be the responsibility ofPSHH, as provided in the Method of Financing. The Project Costs are set forth in the Project Budget, which shall be subject to change from time -to -time as provided in the Method ofFinancing.

Section 405 Schedule of Performance
a) Land Trust VC, PSHH and the City shall perform all acts respectively required of such party in this Agreement within the times provided in the Schedule of Performance. b) After Closing, PSHH shall promptly begin and thereafter diligently prosecute to completion the development ofthe Project as provided in the Scope of Development. PSHH shall begin and complete all development within the times specified in the Schedule of Performance, subject to Force Majeure and with such reasonable extensions of said times as may be granted by the City. The Schedule ofPerformance is subject to revision from time to time as mutually agreed upon in writing by Land Trust VC, PSHH and the City.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 c) During periods of construction, PSHH shall submit to the City a written report of the progress of construction when and as requested by the City, but not more frequently than monthly. The report shall be in such form and detail as may be reasonably required by the City and shall include a reasonable number of construction photographs ( if requested) taken since the last report by PSHH.

Section 406 Local, State, and Federal Laws
a) PSHH hereby agrees to carry out development, construction ( as defined by applicable law) and operation ofthe Project, including, without limitation, any and all public works as defined by applicable law), in conformity with all applicable local, state and federal laws, rules and regulations and all applicable federal and state labor laws ( including, without limitation, any requirement to pay state prevailing wages). PSHH hereby expressly acknowledges and agrees that the City has never previously affirmatively represented to PSHH or its contractor( s) for the Project in writing or otherwise, in a call for bids or otherwise, that the work to be covered by the bid or contract is not a " public work," as defined in Section 1720 of the Labor Code. PSHH hereby agrees that PSHH shall have the obligation to provide any and all disclosures, representations, statements, rebidding, and/ or identifications which may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law. PSHH hereby agrees that PSHH shall have the obligation to provide and maintain any and all bonds to secure the payment of contractors (including the payment of wages to workers performing any public work) which may be required by the Civil Code, Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law. PSHH hereby agrees that PSHH shall have the obligation, at PSHH' s sole cost, risk and expense, to obligate any party as may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, or any other provision oflaw.

PSHH shall indemnify, protect, defend and hold harmless the City and its officers, employees, contractors, and agents, with counsel reasonably acceptable to the City, from and against any and all loss, liability, damage, claim, cost, expense, and/or " increased costs" ( including labor costs, penalties, reasonable attorneys' fees, court and litigation costs, and fees of expert witnesses) which, in connection with the development, construction (as defined by applicable law) and/or operation of the Project, including, without limitation, any and all public works ( as defined by applicable law), results or arises in any way from any of the following: ( 1) the noncompliance by PSHH of any applicable local, state and/ or federal law, including, without limitation, any applicable federal and/or state labor laws ( including, without limitation, if applicable, the requirement to pay state prevailing wages); ( 2) the implementation of Sections 1726 and 1781 of the Labor Code, as the same may be enacted, adopted or amended from time to time, or any other similar law; (3) failure by PSHH to provide any required disclosure, representation, statement, rebidding and/ or identification which may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, or any other provision oflaw; ( 4) failure by PSHH to provide and maintain any and all bonds to secure the payment of contractors ( including the payment of wages to workers performing any public work) which may be required by the Civil Code, Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law; and/ or ( 5) failure by the PSHH to obligate any party as may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 amended from time to time, or any other provision of law. It is agreed by the Parties that, in connection with the development, construction ( as defined by applicable law) and operation ofthe Project, including, without limitation, any public work (as defined by applicable law), PSHH shall bear all risks ofpayment or nonpayment of state prevailing wages and/ or the implementation Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and/ or any other provision oflaw. " Increased costs" as used in this Section shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time. The foregoing indemnity shall survive termination of this Agreement and shall continue after recordation of the Releases of Construction Covenants. b) PSHH shall be responsible for obtaining all permits and land use approvals required by the City for the development of the Project, ensuring that the use of the Site for the purposes described in this Agreement complies with the zoning and other City land use regulations including any applicable exemptions and/or exceptions) applicable to the Site at the time of Closing.
c) Prior to or concurrently with the Closing, PSHH shall satisfy all conditions to the issuance of any permit required for the development of the Project. The City shall provide reasonable assistance to PSHH in obtaining these permits but shall have no obligation to accelerate the permitting process and shall have no liability to PSHH for damages incurred as a result of the PSHH' s inability to obtain, or delay in obtaining, such permits. PSHH understands and agrees that any City approvals shall not constitute or guarantee approvals required from any other Governmental Agency.
d) This Agreement is not a " Development Agreement" as provided in Section 65864 et seq. of the California Government Code. PSHH shall comply with all applicable conditions of approval required by the City.

Section 407 Nondiscrimination During Construction
PSHH, for itself and its successors and assigns, agrees that during the construction of the Project provided for in this Agreement, PSHH will not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age, disability, or any other basis provided by applicable law, in the solicitation, selection, hiring or treatment of any employees, contractors or consultants.

Section 408 Insurance
a) Prior to the Closing ( and until recordation of all of the Releases of Construction Covenants) except as otherwise provided below, PSHH shall furnish or cause to be furnished to the City evidence ofthe following policies of insurance:
i) Fire Policies: Commencing with the start of vertical construction of the Project, PSHH shall maintain a policy or policies of insurance against loss or damage to the Site or the Project and all property of an insurable nature located upon the Site, resulting from fire, lightning, vandalism, malicious mischief, riot and civil commotion, and such other perils ordinarily included in extended coverage fire insurance policies. Such insurance shall be maintained in an CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 amount not less than 100% of the full insurable value of the Project. ii) Liability Insurance: PSHH shall maintain Comprehensive General Liability insurance, to protect against loss from liability imposed by law for damages on account of bodily injury, including death therefrom, suffered or alleged to be suffered by any person or persons whomsoever on or about the Site and the business ofPSHH on the Site, or in connection with the operation thereof, resulting directly or indirectly from any acts or activities ofPSHH, or any person acting for PSHH, or under its respective control or direction, and also to protect against loss from liability imposed by law for damages to any property of any person occurring on or about the Site, or in connection with the operation thereof, caused directly or indirectly by or from acts or activities ofPSHH, or any person acting for PSHH, or under its control or direction. Such property damage and bodily injury insurance shall also provide for and protect the City against incurring any legal cost in defending claims for alleged loss. Such bodily injury and property damage insurance shall be maintained in the following amounts: Commercial General Liability on a per occurrence basis of not less than $2, 000,000 and in a general aggregate amount of not less than 4, 000, 000 and Commercial Automobile Liability of not less than $ 2, 000, 000 combined single limit including owned, non -owned and hired automobile coverage. It is the mutual intent of the Parties that the levels of insurance coverage described herein shall be and remain comparable to the level of insurance coverage that is customary with comparable operations in Ventura County.

From time to time, City may provide notice to PSHH that the level of insurance being maintained by PSHH is no longer comparable to the level of insurance coverage that is customary with comparable operations in Ventura County and request that the minimum limit hereinabove designated shall be changed ( either increased or decreased) accordingly. PSHH shall not unreasonably withhold its consent to such change. PSHH agrees that provisions ofthis paragraph as to maintenance of insurance shall not be construed as limiting in any way the extent to which PSHH may be held responsible for the indemnification of the City or the payment of damages to persons or property resulting from PSHH' s activities, or the activities of any other person or persons for which PSHH is otherwise responsible. PSHH will require its insurer to waive its subrogation rights against the City and will provide endorsements evidencing same. iii) Workers' Compensation Insurance: PSHH shall maintain Workers Compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the Workers Compensation laws now in force in California, or any laws hereafter enacted as an amendment or supplement thereto or in lieu thereof. Such Workers Compensation insurance shall cover all persons employed by PSHH in connection with the Site and shall cover liability within statutory limits for compensation under any such act aforesaid, based upon death or bodily injury claims made by, for or on behalf of any person incurring or suffering injury or death in connection with the Site or the operation thereof by PSHH. Notwithstanding the foregoing, PSHH may, in compliance with the laws of the State of California and in lieu of maintaining such insurance, self -insure for Workers Compensation in which event PSHH shall deliver to the City evidence that such self-insurance has been approved by the appropriate State authorities. If PSHH is required to maintain Workers Compensation insurance under this Section, then PSHH shall furnish the City with a certificate of waiver of subrogation under the terms of the Workers Compensation insurance. PSHH will require its general contractor to waive subrogation and will require that its subcontractors waive CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 subrogation to the extent that such a waiver is commercially available. iv) Builder' s Risk ( Course of Construction) Insurance: PSHH shall maintain or cause to be maintained builder' s risk insurance with limits equal to the amount ofthe completed Project. PSHH may submit evidence of builder' s risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as loss payees as their interests may appear.
b) All policies hereunder shall not be subject to cancellation, reduction in coverage, or non -renewal except after notice in writing shall have been sent by certified mail addressed to the City, to the extent practicable within 30 days but in any event prior to the effective date thereof. c) PSHH shall cause all contractors and subcontractors performing work to maintain insurance of the types and in the amounts described in subsections ( a)( ii) and ( iii) provided that subcontractors' Commercial Liability Coverage limits shall be on a per occurrence basis ofnot less than $ 1, 000, 000 and in the aggregate amount of not less than $ 2, 000, 000 and Commercial Automobile Liability of not less than $ 1, 000,000 combined single limit including owned, non - owned and hired automobile coverage. PSHH shall cause all architects and engineers also to maintain Architects and Engineers Professional Liability (Errors and Omissions) insurance on a claims made basis" in an amount of not less than $ 1, 000, 000. PSHH shall cause any environmental consultant also to maintain Environmental Consultant' s Professional Liability Errors and Omissions) insurance on a " claims made basis" in an amount of not less than 1, 000, 000. PSHH shall, and shall cause all contractors and subcontractors, to continue to renew the insurance for a period of five years after recordation of all of the Releases of Construction Covenants. Such insurance must have the same coverage and limits as the policy that was in effect during the term of this Agreement and shall cover PSHH for all claims made by the City arising out of any acts or omissions of PSHH, or its officers, employees or agents during the time that this Agreement was in effect.
d) All policies except Professional Errors and Omissions and Workers Compensation policies shall name the City and its officials, officers, employees, agents, contractors, and consultants as additional insureds and name the City as a loss payee as its interests may appear. In addition, all policies where the City must be named as an additional insured shall be " primary and non- contributory" and will not seek contribution from the City' s insurance or self-insurance.

Policy endorsements providing the additional insured/loss payee and other requirements of this subsection ( d) must be included with Certificates of Insurance. e) The term " full insurable value" as used in this Section shall mean the actual replacement cost (excluding the cost of excavation, foundation and footings below the lowest floor and without deduction for depreciation) of the Project immediately before such casualty or other loss, including the cost of construction, architectural and engineering fees, and inspection and supervision. To ascertain the amount of coverage required, PSHH shall cause the full insurable value to be determined from time to time by appraisal by the insurer, by agreement between the Parties or by an appraiser mutually acceptable to the Parties, not less often than once every three years.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 f) All insurance provided under this Section shall be for the benefit of PSHH and the City. PSHH agrees to timely pay all premiums for such insurance and, at its sole cost and expense, to comply and secure compliance with all insurance requirements necessary for the maintenance of such insurance. PSHH agrees to submit policies of all insurance required by this Section, or as may be acceptable to the City certificates and endorsements evidencing the existence thereof, to the City prior to the Closing, indicating full coverage of the contractual liability imposed hereby.

Within 30 days, if practicable, but in any event prior to expiration of any such policy, copies of renewal policies, or certificates evidencing the existence thereof, shall be submitted to the City.

All insurance herein provided for under this Section shall be effected under policies issued by insurers ofrecognized responsibility, licensed or permitted to do business in the State ofCalifornia reasonably approved by the City. All policies or certificates of insurance shall provide that such policies shall not be canceled or limited in any manner without at least 30-days' prior written notice to the City.
g) If PSHH fails or refuses to procure or maintain ( or cause to be procured and maintained) insurance as required by this Agreement, then the City shall have the right, at the City' s election, and upon 10 business days' prior notice to PSHH, to procure and maintain such insurance. The premiums paid by the City shall be treated as a loan, due from PSHH, to be paid on the first day of the month following the date on which the premiums were paid. The City shall give prompt notice of the payment of such premiums, stating the amounts paid and the name of the insured( s).

Section 409 Indemnification
a) Land Trust VC and PSHH and their respective successors -in -interest shall each indemnify, defend, and hold harmless the City and its elected and appointed officials, officers, employees, agents, contractors and consultants ( individually and collectively, the " Indemnitees") from and against any and all claims, lawsuits, judgments, liability, injury or damage, including without limitation associated and reasonably incurred attorneys' fees and court and litigation costs arising out of the defense of any such claims and/ or lawsuits, and actual attorneys' fees and court and litigation costs that may be awarded by the court and required to be paid by the Indemnitees resulting or arising from or in any way connected to this Agreement including but not limited to the following: ( i) any Plans or designs for improvements prepared by or on behalf of Land Trust VC or PSHH, as applicable, including without limitation any errors or omissions with respect to such Plans or designs; ( ii) any loss or damage to City resulting from any inaccuracy in or breach of any representation or warranty ofLand Trust VC or PSHH, as applicable, or resulting from any breach or default by Land Trust VC or PSHH, as applicable, under this Agreement; and ( iii) the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be directly or indirectly caused by the acts of, or any errors or omissions of, the Land Trust VC or PSHH, as applicable, or its officers, shareholders, directors, members, agents, servants, employees, contractors, or invitees.

Land Trust VC and PSHH, as applicable, shall not be responsible for any liability, loss, damage, cost, or expense ( including reasonable attorney' s fees and court costs) arising from or as a result of the gross negligence or willful misconduct ofthe Indemnitees.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 b) The City shall have the sole discretion to select legal counsel to represent the City' s legal interests in the defense of any such lawsuits, claims or other actions filed against the City.

Section 410 Disclaimer ofResponsibility by the City
The City neither undertakes nor assumes or will have any responsibility, right or duty to Land Trust VC, PSHH, or any third party to review, inspect, supervise, pass judgment upon or inform Land Trust VC, PSHH, or any third party of any matter in connection with the Site, whether with respect to the quality, adequacy or suitability of the Plans, any labor, service, equipment or material furnished to the Project, any person furnishing the same or otherwise. Land Trust VC, PSHH, and all third parties shall rely upon its or their own judgment regarding such matters, and any review, inspection, supervision, exercise ofjudgment or information supplied to Land Trust VC, PSHH or any third party by the City in connection with such matter is for the public purpose of providing affordable housing, and none of Land Trust VC ( except for the purposes set forth in this Agreement), PSHH (except for the purposes set forth in this Agreement), or any third party is entitled to rely thereon.

Section 411 Rights of Access
Representatives of the City shall have the reasonable right of access to the Site without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the Project.

Section 412 Taxes, Assessments, Encumbrances and Liens
Subject to Land Trust VC' s and PSHH' s rights to claim any exemption to which it may be entitled under State law, Land Trust VC and PSHH each shall be responsible for paying when due all real estate taxes and assessments, ifany, assessed and levied on or against the Site or any portion thereof or interest therein, as applicable, including PSHH' s ground leasehold interest under the Development Ground Lease. Land Trust VC and PSHH shall not place, or allow to be placed, on fee title to the Site, any mortgage, trust deed, encumbrance or lien except for a Permitted Loan.

Land Trust VC or PSHH, as applicable, shall remove, or shall have removed, any levy or attachment made on fee title to the Site, or shall assure the satisfaction thereof within a reasonable time but in any event prior to foreclosure.

Section 413 Security Financing; Right of Holders
a) Permitted Encumbrances. PSHH shall be permitted to enter into Permitted Loans which shall be subject in each case to the prior written approval ofthe City Manager or designee, which approval shall not be unreasonably withheld or delayed. There shall be no mortgages, deeds of trust or other forms of conveyance permitted against the fee interest in the Site at any time. b) Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders; Right to Cure. Whenever the City shall deliver any notice or demand to Land Trust VC or PSHH with respect to any breach by Land Trust VC or PSHH in performance of this Agreement, it will CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 endeavor at the same time to deliver a copy of such notice or demand to each approved holder of record of any mortgage, deed of trust, or other security interest of a Permitted Loan which has previously requested such notice in writing. Each such holder shall ( insofar as the rights of the City are concerned) have the right, at its option within ninety ( 90) days after the receipt of the notice, to commence and thereafter to diligently proceed to cure or remedy such default and add the cost thereof to the security interest debt and the lien on its security interest. Any such holder completing the development of the Site in accordance with this Agreement shall be entitled to Releases of Construction Covenants upon written request made to the City.

Section 414 Rights to Plans
a) Subject to the rights of, and senior assignments to, the beneficiaries of any leasehold deed of trust in connection with a Permitted Loan pursuant to this Agreement expressly approved in writing by the City, all work product prepared pursuant to this Agreement ( other than internal financial projections and analysis and materials qualifying as attorney work product), including but not limited to), all Plans, construction documents, soils tests and similar reports, permits and other entitlements are hereby assigned to the City as security for PSHH' s obligations hereunder.

In the event that this Agreement is terminated by the City due to a default which is not timely cured, PSHH shall, within ten ( 10) days following written request therefor from the City, transmit all such work product to the City, without representation or warranty, subject to the rights of senior lenders. City shall reimburse PSHH for PSHH' s reasonable third party out-of-pocket costs attributable to the Plans.
b) To effectuate the assignment described in paragraph ( a), concurrently with executing this Agreement, PSHH shall execute and deliver to the City an Assignment of Agreements ( the " Assignment"), substantially in the form attached to this Agreement as Exhibit No. 15, granting to the City all of PSHH' s rights to: ( 1) the Plans prepared pursuant to this Agreement; ( 2) the contracts between PSHH and its architect and between PSHH and its general contractor; ( 3) all permits relating to the Project; and all similar rights and property interests.

Section 415 Release of Construction Covenants
a) Promptly after " completion" of a phase of the Project ( which shall consist of the common area and Units covered by one of the building permit(s) issued for the Project), as generally and specifically required by this Agreement and in particular the Scope of Development, the City shall furnish a Release of Construction Covenants for such common area and Units upon written request therefor by PSHH. The term " completion" as used in this Section and Section 501( d), below, shall mean the point in time when all of the following shall have occurred: ( i) the City shall have determined that development ofthe Units and Project common area covered by the applicable building permit has been completed substantially in accordance with the Plans and specifications approved by the City; ( ii) a certificate of occupancy shall have been issued with respect to the applicable Units; ( iii) recordation of a Notice of Completion by PSHH or its contractor with respect to the applicable Units and Project common area; and ( iv) certification by PSHH' s architect that the applicable Units and Project common area ( with the exception of minor punch list" items) has been completed in a good and workmanlike manner and substantially in accordance with the Plans and specifications approved by the City.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 b) The Release of Construction Covenants shall be in such form as to permit it to be recorded against PSHH' s ground leasehold interest under the Development Ground Lease in the Official Records of Ventura County. A Release of Construction Covenants will be recorded for the applicable Units prior to the sale ofthose Units in accordance with this Agreement. c) If the City refuses or fails to furnish a Release of Construction Covenants after written request from PSHH, the City shall, within twenty ( 20) days of the written request, provide PSHH with a written statement of the reasons the City refused or failed to furnish a Release of Construction Covenants. The statement shall also contain the City' s opinion of the action PSHH must take to obtain a Release of Construction Covenants. If the reason for such refusal is confined to the immediate availability of specific items or materials for landscaping, and/ or minor items, the City will issue its Release of Construction Covenants upon the posting of a bond by PSHH with the City in an amount representing the fair value ofthe work not yet completed. d) Such Release of Construction Covenants shall not constitute evidence of compliance with, or satisfaction of any obligation of PSHH to the beneficiary of, any Permitted Loan. Such Release of Construction Covenants is not a notice of completion as referred to in Section 3093 of the California Civil Code.

ARTICLE V USE OF THE SITE
Section 501 Uses; Leases
a) Land Trust VC and PSHH each covenants and agrees ( for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof or any interest therein) that Land Trust VC and PSHH and their respective successors and assigns shall use the Site exclusively to provide affordable for -sale housing for Low Income Households and Moderate Income Households as set forth in this Agreement.
b) Land Trust VC and PSHH each covenants and agrees ( for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof) that Land Trust VC and PSHH and their respective successors and assigns shall use the Site as follows:
i) Land Trust VC and PSHH and their respective successors and assigns shall develop the Site exclusively to provide affordable housing for Low Income Households and Moderate Income Households, as provided in this Agreement, the Grant Deed, the Agreement Containing Covenants, the Development Ground Lease, and the Homeowner Ground Lease; ii) PSHH shall sell the Units only to Low Income Households and Moderate Income Households for an Affordable Purchase Price;
iii) PSHH shall be responsible for obtaining all source documentation evidencing income as required by this Agreement. PSHH shall cooperate with the City prior to the initial sale of any Unit. PSHH agrees to provide notice to the City, in writing, prior to beginning to market Units and shall have received City approval of a marketing plan (" Marketing Plan") consistent with the terms and provisions of this Agreement and the Agreement Containing Covenants;
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 iv) Prior to initial sale and occupancy ofthe first Unit, PSHH shall prepare and submit to the City Manager or designee for approval all documents required to be submitted pursuant to the Davis -Stirling Common Interest Development Act, including but not limited to articles of incorporation, the by- laws, the condo plan, and Covenants, Conditions and Restrictions required by the City' s conditions of approval for the Project (" CC& Rs"). The CC& Rs shall be recorded against the homeowner' s leasehold interests in the Units and shall incorporate the maintenance obligations set forth in Section 502 of this Agreement or such other maintenance obligations as are approved by the City in the CC& Rs. The Site shall be maintained in accordance with the CC& Rs approved by the City.
c) At the Closing, Land Trust VC, as landlord, and PSHH, as tenant, shall enter in the Development Ground Lease, substantially in the form attached hereto as Exhibit No. 10. Land Trust VC and PSHH each covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Site, or any part thereof, that, it shall comply with the provisions ofthe Development Ground Lease which give the City certain rights as set forth in the Development Ground Lease. At the Closing, the Agreement Containing Covenants will be recorded against fee title to the Site. The recordation of the Agreement Containing Covenants is intended to satisfy the Proj ect' s Inclusionary Housing Requirements.
d) Upon " completion" of a phase of the Project ( which shall consist of the common area and Units covered by one of the building permit(s) issued for the Project), PSHH shall sell the applicable Units to Low Income Households and Moderate Income Households as set forth herein, and Land Trust VC shall enter into the Homeowner Ground Lease for each Unit substantially in the form attached hereto as Exhibit No. 11) restricting its affordability for 99 years. A homeowners association ( the " Homeowners Association") will be formed pursuant to the Davis -Stirling Common Interest Development Act and as required by the City' s conditions of approval for the Project. Land Trust VC covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Site, or any part thereof, that, it shall comply with the provisions ofthe Homeowner Ground Lease for each Unit which give the City certain rights as set forth in the Homeowner Ground Lease. Upon the sale of a Unit in accordance with this Agreement, the Deed of Trust shall be partially reconveyed as to such Unit. The Agreement Containing Covenants shall remain on fee title to satisfy requirements related to the LMIHAF Units, the City' s Inclusionary Housing Requirements for the Project, and density bonus requirements for the Project.
e) Land Trust VC and PSHH each further covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Site, or any part thereof, that Land Trust VC and PSHH and such successors and assigns shall not use the Site in a manner that is inconsistent with and shall comply with all terms and conditions of this Agreement, the Grant Deed, the Agreement Containing Covenants, the Development Ground Lease, and the Homeowner Ground Lease.

Section 502 Maintenance of the Site
PSHH covenants and agrees ( for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof) that PSHH, its successors and assigns shall maintain the exterior of the improvements and the landscaping on the Site in a manner consistent with CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 community standards which will uphold the value of the Site, in accordance with this Agreement, the Agreement Containing Covenants and the City Municipal Code ( the " Code"), as follows:
a) Exterior Maintenance. All exterior, painted surfaces of any structures located on the Site shall be maintained at all times in a clean and presentable manner. Any such defacing marks shall be cleaned or removed within a reasonable time. b) Front and Side Exteriors. At all times, the front exterior and any visible side exteriors and yards, if any, shall be maintained in a clean, safe and presentable manner. c) Graffiti Removal. All graffiti, and defacement of any type, including marks, words and pictures, must be removed from the Site and any necessary painting or repair completed within a reasonable time, but in no event more than one ( 1) week after notice from City. d) Landscaping. All landscaping surrounding the Site shall be maintained in a manner consistent with standards ofthe Code and any rules, regulations and standards adopted pursuant to the Code.
e) Maintenance by PSHH. Prior to the sale of the Units, PSHH, its successors and assigns, shall, at its sole cost and expense, maintain and repair the portions of the Site and the improvements thereon that are then subject to the provisions of the Development Ground Lease, keeping the same in good condition and making all repairs as may be required by this Agreement, the Agreement Containing Covenants, the CC& Rs, and the Code. f) Inspection. In the event the City determines that the portions of the Site and the improvements thereon that are then subject to the provisions of the Development Ground Lease have not been maintained as required in this Agreement, the City, or its designee, on two (2) weeks' prior written notice of any noted code violations and maintenance deficiencies ( collectively, the Deficiencies"), shall have the right, but not the obligation, to enter the portions of the Site and the improvements thereon that are then subject to the provisions of the Development Ground Lease, correct any Deficiency thereon, and hold PSHH responsible for the cost thereof. Any cost incurred by the City to cure any such Deficiency, until paid, shall constitute a lien on the PSHH' s ground leasehold interest in the portions of the Site and the improvements thereon that are then subject to the provisions of the Development Ground Lease pursuant to Civil Code Section 2881.

Upon the sale of the Units, the purchasers of the Units and the Homeowners Association will take on the obligations of this Section 502 through the recordation of the CC& Rs to be approved by the City in Section 501( b).

Section 503 Obligation to Refrain from Discrimination
Land Trust VC and PSHH each covenants and agrees for itself, its successors and its assigns in interest to the Site or any part thereof, that there will be no discrimination against or segregation of any person, or group ofpersons, on account ofrace, color, creed, age, class, income other than as required by applicable regulatory agreements), religion, sex, sexual orientation, gender, gender identity, gender expression, disability, marital status, national origin or ancestry and/ or any other protected classification under applicable State and Federal law in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor will Land Trust VC or PSHH for itself or any person claiming under or through it establish or permit any such practice CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy oftenants, lessees, subtenants, sublessees, or vendees ofthe Site, or any part thereof, in employment practices, or in the awarding of contracts for the Project. Land Trust VC and PSHH shall comply with all applicable federal, state and local nondiscrimination, fair housing, and equal opportunity requirements.

Section 504 Form of Nondiscrimination and Nonsegregation Clauses All deeds, leases or contracts will contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
a) In deeds: " The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there will be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision ( a) or ( d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision ( m) and paragraph ( 1) of subdivision p) of Section 12955, and Section 12955. 2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor will the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy oftenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed.

The foregoing covenants will run with the land."
Notwithstanding the preceding paragraph, the provisions relating to discrimination on the basis of familial status will not be construed to apply to housing for older persons, as defined in Section 12955. 9 of the Government Code nor be construed to affect Sections 51. 2, 51. 3, 51. 4,

That there will be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision ( a) or (d) of Section 12955 ofthe 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 leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor will the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased."
Notwithstanding the preceding paragraph, the provisions relating to discrimination on the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 basis of familial status will not be construed to apply to housing for older persons, as defined in Section 12955. 9 of the Government Code nor be construed to affect Sections 51. 2, 51. 3, 51. 4,

51. 10, 51. 11, and 799. 5 of the Civil Code, relating to housing for senior citizens. Subdivision ( d) of Section 51 and Section 1360 of the Civil Code and subdivisions ( n), ( o), and ( p) of Section 12955 of the Government Code will also apply to the preceding paragraph. c) In contracts: There will be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision ( a) or (d) of Section 12955 ofthe Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision ( m) and paragraph ( 1) of subdivision ( p) of Section 12955, and Section 12955. 2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor will the transferee itself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, oftenants, lessees, sublessees, subtenants, or vendees ofthe land." Section 505 Effect and Duration of Covenants
The covenants established in this Agreement shall, without regard to technical classification and designation, be binding on Land Trust VC, PSHH and any successor in interest to the Site or any part thereof or interest therein for the benefit and in favor of the City, its successors and assigns for a period of not less than 99 years. Every covenant and condition and restriction contained in the Agreement Containing Covenants shall remain in effect therein commencing upon the recordation of the Agreement Containing Covenants for a period of not less than 99 years.

Ifthe condominium plan on the Site which will form the parcels on which the LMIHAF Units shall be constructed (" Condo Plan") is recorded at or prior to the Closing, the Notice of Affordability Restrictions shall be recorded against fee title to the LMIHAF Units at the Closing.

If at the Closing, the Condo Plan has not been or will not be recorded at that time, the Notice of Affordability Restrictions shall be recorded against fee title to the Site at the Closing, and upon recordation of the Condominium Plan, the Notice of Affordability Restrictions shall be recorded against fee title to the LMIHAF Units and released as an encumbrance from fee title to the Site.

The covenants and conditions and restrictions contained in the Development Ground Lease and the Homeowner Ground Lease shall remain in effect as set forth therein.

Section 506 Effect of Violation of Covenants
The City is the intended beneficiary ofthe terms and provisions of this Agreement and the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit this Agreement and the covenants running with the land have been provided. The City shall have the right ifthe covenants contained in this Agreement are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants are entitled.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

ARTICLE VI DEFAULTS, REMEDIES AND TERMINATION
Section 601 Defaults; Notice of Cure; Cure Rights
a) Subject to Force Majeure Delay, as such term is defined in this Agreement, failure or delay by any Party to perform any term or provision of this Agreement constitutes a default under this Agreement. The Party who fails or delays must immediately commence to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with reasonable diligence.
b) The injured Party shall give written notice of default to the Party in default, specifying the default complained of by the injured Party. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. Except as otherwise expressly provided in this Agreement, any failures or delays by any Parry in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by and Party in asserting any of its rights and remedies shall not deprive such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. c) If a monetary event of default occurs, prior to exercising any remedies hereunder, the injured Party shall give the Party in default written notice of such default. The Party in default shall have a period often ( 10) Days after such notice is given within which to cure the default prior to exercise ofremedies by the injured Party.
d) If a non -monetary event of default occurs, prior to exercising any remedies hereunder, the injured Party shall give the Party in default notice of such default. Ifthe default is reasonably capable of being cured within thirty ( 30) days, the Party in default shall have such period to effect a cure prior to exercise ofremedies by the injured Party. Ifthe default is such that it is not reasonably capable of being cured within thirty ( 30) days, and the Party in default ( i) initiates corrective action within said period, and ( ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then the Party in default shall have such additional time as is reasonably necessary to cure the default prior to exercise ofany remedies by the injured Party.

In no event shall the injured Parry be precluded from exercising remedies ifits security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within one hundred twenty ( 120) days after the first notice of default is given.

Section 602 Institution of Legal Actions
Subject to the notice and cure provisions of Section 601, in addition to any other rights or remedies, and Party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County ofVentura, State of California, in any other appropriate court of that county, or in the United States District Court for the Central District of California.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Section 603 Applicable Law
The internal laws of the State of California, without regard to principles of conflicts of laws, shall govern the interpretation and enforcement ofthis Agreement.

Section 604 Acceptance of Service of Process
a) In the event that any legal action is commenced by the City against Land Trust VC or PSHH service of process on such Parties shall be made in such manner as may be provided by law.
b) In the event that any legal action is commenced by either Land Trust VC or PSHH against the City, service of process on the City shall be made in such other manner as may be provided by law.

Section 605 Rights and Remedies Are Cumulative
The rights and remedies ofthe Parties are cumulative, and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by another Party.

Section 606 Specific Performance
If any Party defaults with regard to any ofthe provisions ofthis Agreement, subject to the notice and cure provisions of Section 601, the non -defaulting Party, at its option, may, after such notice and opportunity to cure ( but not before, unless necessary to prevent immediate harm) commence an action for specific performance of the terms of this Agreement pertaining to such default.

Section 607 Termination by CitX
In addition to the other rights and remedies set forth in this Agreement and subject to the notice and cure provisions of Section 601, in the event that prior to Closing:

1. PSHH shall fail to submit the applications for financing for the Project within the time established therefor in the Schedule of Performance ( as such time may be extended pursuant to the terms ofthis Agreement); or

2. PSHH shall fail to submit to the City submission of evidence of financing commitments for the Project required by the Method of Financing, within the time established therefor in the Schedule of Performance ( as such time may be extended pursuant to the terms of this Agreement); or

3. Land Trust VC or PSHH ( or any successor in interest) assigns or attempts to assign this Agreement or any right herein, or in the Site or any portion thereof in violation of this Agreement; or

4. There is Transfer in violation of this Agreement; or CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

5. Land Trust VC or PSHH (or any successor in interest), as applicable, shall fail to satisfy the conditions precedent to the Closing within the time established therefor in the Schedule ofPerformance (as such time may be extended pursuant to the terms ofthis Agreement); or

6. Land Trust VC does not take title to the Site under a tender of conveyance by the City pursuant to this Agreement and is otherwise required under this Agreement to accept such conveyance,
then this Agreement and any rights of Land Trust VC, PSHH, or any assignee or transferee, in this Agreement shall, at the option of the City, be terminated by written notice from the City to the Land Trust VC and PSHH.

Section 608 Termination by Land Trust VC or PSHH
In addition to the other rights and remedies set forth in this Agreement ifthe City, despite being in a position to do so, does not tender conveyance of title to the Site, or possession thereof, to Land Trust VC in the manner and condition, and by the date provided in this Agreement and such default is not cured within thirty (30) days after the date of written demand by Land Trust VC, then this Agreement shall, at the option of both Land Trust VC and PSHH, be terminated by written notice thereofto the City.

Section 609 Termination by Andy Prior to Closing
a. Prior to the Closing, any Party shall have the right to terminate this Agreement in the event another Party is in default of any material term or provision of this Agreement, and, following notice, fails to cure such default within the time provided in Section 601. b. If, prior to the Closing, (i) the City receives a Findings Letter, Determination Letter, and/ or Notice of Violation in connection with the Site which indicates that the disposition of the Site will/may be in violation of the Surplus Land Act or the Surplus Land Act Guidelines, or (ii) an action against the City is initiated in connection with the Site, pursuant to the Surplus Land Act or the Surplus Land Act Guidelines ( any event listed in (i) or ( ii), above, is hereinafter referred to as a " Regulatory Notice"), then Land Trust VC, PSHH, and the City shall meet and confer in each instance within ten ( 10) Days but in any event before the Closing to coordinate a response to the Regulatory Notice reasonably acceptable to each of Land Trust VC, PSHH, and the City, which response may include modification of this Agreement and applicable Attachments to address matters set forth in the Regulatory Notice subject to the approval of such modifications by the City in its sole and absolute discretion. If any Parry reasonably determines that there is no valid response to the matters set forth in the Regulatory Notice and/ or the Parties cannot reasonably agree upon modifications to this Agreement and applicable Attachments to address the matters raised in the Regulatory Notice, then any Party may, before the Closing, terminate this Agreement without penalty or liability by providing written notice to the other Parties. Upon such a termination of this Agreement, the Parties shall have no further obligations under this Agreement except as expressly stated in this Agreement or as required by applicable law.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 C. In accordance with the Schedule of Performance, Closing is required to occur within two ( 2) years following the date ofthis Agreement. PSHH may, no earlier than twenty- one 2 1) months following the date of this Agreement, submit a written request to the City for a one 1) year extension to the Closing date such that Closing shall occur on a date not to exceed three 3) years following the date ofthis Agreement. IfPSHH provides evidence reasonably satisfactory to the City Manager that despite PSHH' s good faith efforts to obtain financing for the Project, PSHH has been unsuccessful in obtaining such financing, City shall grant the one ( 1) year extension to the Closing date such that the new Closing date shall occur on a date not to exceed three ( 3) years following the date of this Agreement. If the first one ( 1) year extension has been granted by City, PSHH may, no earlier than thirty- three ( 33) months following the date of this Agreement, submit a written request to the City for a second one ( 1) year extension to the Closing date such that Closing shall occur on a date not to exceed four ( 4) years following the date ofthis Agreement. IfPSHH provides evidence reasonably satisfactory to the City Manager that despite PSHH' s good faith efforts to obtain financing for the Project, PSHH has been unsuccessful in obtaining such financing, City shall grant the second one ( 1) year extension to the Closing date such that the new Closing date shall occur on a date not to exceed four ( 4) years following the date of this Agreement. If (i) the Closing has not occurred within two (2) years following the date of this Agreement and the initial one ( 1) year extension has not been granted pursuant to this subsection, ( ii) Closing has not occurred within three ( 3) years following the date of this Agreement with the initial one ( 1) year extension granted pursuant to this subsection and the second one ( 1) year extension not granted pursuant to this subsection, or ( iii) Closing has not occurred within four ( 4) years following the date of this Agreement with both the initial one ( 1) year extension and the second one ( 1) year extension granted pursuant to this subsection, the Parties shall meet and confer for a period of thirty ( 30) days to discuss alternatives. Ifthe Parties do not mutually agree following the meet and confer 30- day period on any alternative, then any Party may, before the Closing, terminate this Agreement by providing written notice to the other Parties. Upon such a termination of this Agreement, the Parties shall have no further obligations under this Agreement except as expressly stated in this Agreement or as required by applicable law.

Section 610 Right of Reentry
a) The City shall have the right, at its option, to reenter and take possession ofthe Site with all improvements thereon, and to terminate and revest in the City the estate theretofore conveyed to Land Trust VC (the " Right of Reentry"), if after conveyance of title to the Site and prior to the recordation of all of the Releases of Construction Covenants, any of the following events occurs:

1. PSHH fails to commence construction ofthe Project on the Site ( or portion thereof) as required by this Agreement for a period of three ( 3) months after written notice to proceed from the City, provided that PSHH has not obtained an extension or postponement to which PSHH may be entitled; or

2. PSHH abandons or substantially suspends construction ofthe Project on the Site ( or portion thereof) for a period of three ( 3) months (other than due to a Force Majeure Event) after written notice of such abandonment or suspension from the City, provided that PSHH has not obtained an extension or postponement to which PSHH may be entitled; or CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

3. Land Trust VC or PSHH assigns or attempts to assign this Agreement or any rights herein, or effectuates or attempts to effectuate a Transfer, or suffer any involuntary Transfer, in violation of this Agreement; or

4. Completion does not occur when or as required by this Agreement, provided that PSHH has not obtained an extension or postponement to which PSHH may be entitled and subject to a Force Majeure Events.
b) The City' s Right of Reentry shall be subject to and be limited by and shall not defeat, render invalid, or limit:

1. The Development Ground Lease; and

2. Any Permitted Loan and associated loan documents expressly approved in writing by the City pursuant to this Agreement.
c) The City agrees that it will not exercise its Right of Reentry until it has given Land Trust VC and PSHH written notice ofthe occurrence of an event giving rise to the Right ofReentry the " Reentry Event") and providing Land Trust VC and PSHH with a thirty ( 30) Day period in which to cure such Reentry Event (the " Reentry Event Cure Period"). d) The City shall agree to subordinate its Right of Reentry to the rights of any lender of a Permitted Loan if requested by such lender provided that ( 1) a subordination agreement is entered into in recordable form between such lender and the City in form and content mutually agreeable to the City and such lender, and ( 2) such lender provides the City the following rights in the recorded subordination agreement:

1. first, to reimburse the City on its own behalf of all costs and expenses incurred by the City, including but not limited to the salaries of personnel and the cost of consultants and outside legal counsel engaged in connection with the recapture, management, and resale of the Site, or part thereof ( but less any income derived by the City from the Site, or any part thereof, in connection with such management); all taxes, assessments and water and sewer charges with respect to the Site or part thereof incurred by the City; any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of Land Trust VC, PSHH, or their respective successors or transferees; any expenditures made or obligations incurred with respect to the making or completion ofthe Projects or any part thereof on the Site, or part thereof; and any amounts otherwise owing to the City by Land Trust VC, PSHH and their respective successors or transferees; and

2. second, to reimburse PSHH and its successors or transferees, up to the amount equal to ( 1) the costs incurred for the development of the Site, or part thereof, or for the construction of the Project thereon, if such costs were incurred in accordance with the Method of Financing and Project Budget and the terms of this Agreement, less ( 2) any gain or income withdrawn or made by Land Trust VC or PSHH therefrom or from the Project thereon. For CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 purposes ofthis paragraph the term " cost incurred" shall include direct, out-of-pocket expenses of development, but shall exclude PSHH' s overhead expenses, developer fees, and profit. h) Any balance remaining after such reimbursements shall be retained by the City as its property. The City shall also be entitled to exercise all of its rights under the Assignment of Agreements.
i) Notwithstanding anything in this Section 610 to the contrary, upon the vesting in the City of title to the Site, the City shall have the right, in its sole discretion to undertake the completion ofthe Project prior to its disposition ofthe Site. 0) To the extent that the Right of Reentry established in this Section 610 involves forfeiture, it must be strictly interpreted against the City, the parry for whose benefit it is created.

The rights established in this Section 610 are expressly authorized by Health and Safety Code section 33438 and are to be interpreted in light ofthe fact that the City will convey the Site to Land Trust VC for development and not for speculation in undeveloped land.

Section 611 Litigation Costs.

If litigation arises out of this Agreement for the performance thereof, then the court shall award costs and expenses, including attorney' s fees, to the prevailing party. In awarding attorney' s fees, the court shall not be bound by any court fee schedule but shall award the full amount of costs, expenses and attorney' s fees paid or incurred in good faith.

Section 612 Limitation of Liabili
PSHH shall be liable for its obligations and indemnification obligations arising under this Agreement for acts or failures to act occurring from the date of this Agreement until the date the last ( i.e., the 78th) Homeowner Ground Lease is entered into and the concurrent sale of the last i.e., the 78th) Unit to an income qualified household in accordance with the terms and conditions of this Agreement (" Liability Period"); provided that claims against PSHH related to its obligations and indemnification obligations arising under this Agreement from acts, or failures to act, that occurred during the Liability Period may be brought after the end of the Liability Period subject to all applicable statutes oflimitations, if any.

ARTICLE VII GENERAL PROVISIONS
Section 701 Advice
Land Trust VC and PSHH each represents and warrants that it has access to professional advice and support to the extent necessary to enable Land Trust VC and PSHH to fully comply with its respective obligations under the terms of this Agreement.

Section 702 Notices, Demands and Communications between the Parties Formal notices, demands, and communications between the Parties shall be sufficiently given if. (i) personally delivered; ( ii) delivered by same day or overnight courier ( acknowledged CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 by receipt showing date and time of delivery); or (iii) dispatched by registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth in Section 204, above.

Notices personally delivered or delivered by courier shall be effective upon receipt or refusal to accept delivery. Mailed notices shall be effective on the earlier of (i) receipt ofrefusal to accept delivery, or ( ii) 5 pm on the third business day following deposit in the United States mail.

Section 703 Conflicts of Interest
a) No member, official or employee ofthe City shall have any personal interest, direct or indirect, in this Agreement nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is, directly or indirectly, interested. b) Land Trust VC and PSHH each warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement.

Section 704 Nonliabilit. of Officials and Employ
No member, official, employee or consultant of the City shall be personally liable to the Land Trust VC, PSHH, or any oftheir respective successors in interest, in the event ofany default or breach by the City or for any amount that may become due to the Land Trust VC, PSHH or their respective successors, or on any obligations under the terms of this Agreement.

Section 705 Extension of Times of Performance
Times ofperformance under this Agreement may be extended by mutual written agreement of the Parties.

Section 706 Inspection of Books and Records
Each of Land Trust VC and PSHH shall maintain at a location in Ventura County complete, accurate, and current records pertaining to the Site and the Project for a period of five ( 5) years after the creation of such records ( including, without limitation, invoices, receipts, and other documents related to expenditures) and shall permit any duly authorized representative ofthe City to inspect and copy records, during regular business hours. Records must be kept accurate and current.

Section 707 Use of Project Images
PSHH hereby consents to the use by City of images of the Project, its models, Plans and other graphical representations of the Project and its various elements (" Project Images") in connection with marketing, public relations, and special events, websites, presentations, and other uses required by the City in connection with the Project. Such right to use the Project Images shall not be assignable by the City to any other party (including, without limitation, any private party) without the prior written consent of PSHH. For any Project Images provided to City by PSHH, CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 PSHH shall =use reasonable efforts to obtain any rights and/or consents from any third parties necessary to provide these Project Image use rights to City.

Section 708 Action or Approval
Whenever an administrative action is required by the City to implement the terms of this Agreement, the City Manager or designee shall have authority to act on behalf of the City, except with respect to matters reserved under California law wholly for determination by the City' s governing body or for any matter which the City Manager or designee determines should be referred to the City' s governing body. By way of example, the City Manager or designee shall have the authority to issue interpretations, waivers and/ or enter into certain implementing agreements to this Agreement on behalf of the City and such interpretations, waivers and/ or implementing agreements may include extensions oftime to perform as specified in the Schedule of Performance, Permitted Transfer of rights or obligations of Land Trust VC, PSHH, or Permitted Transfer of Land Trust VC' s or PSHH' s interests in the Project, and other documents in accordance with this Agreement.

Section 709 Assurances to Act in Good Faith
The Parties agree to execute all documents and instruments and to take all action, including timely depositing funds as required hereby, and shall use their respective best efforts to accomplish the development ofthe Site in accordance with the provisions hereof.

The City will cooperate with and support Land Trust VC' s and PSHH' s efforts to raise the funds for the Project.

This Agreement is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against any party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

Section 710 Severability
If any provision of this Agreement shall be adjudged invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall not be affected thereby, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been contained herein, and the remainder ofthis Agreement shall be valid and enforceable to the fullest extent permitted by law.

Section 711 No Third Party Beneficiaries
This Agreement is made solely and specifically among the City, Land Trust VC and PSHH and their respective successors and assigns; and, except as expressly provided otherwise in this Agreement, no other person will have any rights, interest or claims under this Agreement or be CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

Section 712 Authority to Si . n
Land Trust VC and PSHH each hereby represents that the person executing this Agreement on its behalf has full authority to do so and to bind it to perform pursuant to the terms and conditions of this Agreement.

Section 713 Titles and Captions
Titles and captions are for convenience only and shall not be construed to limit or extend the meaning ofthis Agreement.

Section 714 Gender and Number
As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates.

Section 715 Signatures
a) Counterparts This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
b) Scanned Signatures In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image ( i.e. files with . pdf, .tiff or . jpeg extensions), such signature shall create a valid and binding obligation of the Party executing ( or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof.
c) Digital/ Electronic Signatures This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce ( ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City -approved method. The presence of an electronic signature on this document shall be construed as the Parties' consent to do business electronically.

ARTICLE VIII WAIVERS AND AMENDMENTS
a) All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Party intended to receive the benefit of the provision being waived, and all amendments hereto must be in writing and signed by the appropriate authorities of the Parties to be bound thereby. This Agreement and any provisions hereof may be amended by mutual written agreement by Land Trust VC, PSHH and the City Manager, subject to review and approval by the City Attorney and, as needed to comply with applicable law and internal policies and procedures, the City Council. The waiver by any Party of any term, covenant, or condition CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 herein contained shall not be a waiver of such term, covenant, or condition on any subsequent breach.
b) The Parties recognize that the Project is complicated and will evolve over time.

Accordingly, the Parties agree to reasonably consider in good faith any changes to this Agreement or any of the Exhibits to this Agreement required by the California Department of Real Estate or any lenders or other funders of the Project; provided, however, nothing herein shall obligate any Party to approve any such change. The Parties shall cooperate to effect any approved changes within a reasonable time.

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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of the Effective Date.

CITY"

CITY OF THOUSAND OAKS
DocuSigned by:

By:

Andrew P. Powers, City Manager
ATTEST:

By: 1D
occu Signed by:

U Yw"—
7F1B1047E208490
Laura B. Maguire, City Clerk
APPROVED AS TO FORM:

D o/cuSSigned by:

By• Er. a a aas' Inara
Tracy M. Noonan, City Attorney
APPROVED AS TO FORM:

DocuSigned by:

Byr"_ F ar SQnFF KANE,
BALLMER & BERKMAN Susan
Apy, City Special Counsel Signatures
Continue on Following Pages] CAO:
670- 80&420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 PSHH"

PEOPLE' S SELF- HELP HOUSING
CORPORATION, a California nonprofit public
benefit corporation
DocuSigned by:

By:
un. n.cf( fi'vi ' ro
Name: Kenneth Trigueiro
Title: Chief Executive Officer & President
Signatures Continue on Following Page]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Land Trust VC"

HOUSING LAND TRUST VENTURA COUNTY,
a California nonprofit public benefit corporation
EDocuSigned
by:

By• FC232A918FF646B
Name: Linda Braunschweiger
Title: Chief Executive Officer
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. I

LEGAL DESCRIPTION
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

LEGAL DESCRIPTION
Real property in the City of Thousand Oaks, County of Ventura, State of California, described as follows:

PARCEL 1: ( APN: PORTION 670- 0- 250- 290)
LOT 12 IN BLOCK 26 OF THOUSAND OAKS TRACT, IN THE CITY OF THOUSAND OAKS, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 8, PAGE 73 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 2: ( APN: PORTION 670- 0- 250- 290)
THAT PORTION OF LOT 11 IN BLOCK 26 OF THOUSAND OAKS TRACT, IN THE CITY OF THOUSAND OAKS, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 8, PAGE 73 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF SAID LOT 11, DISTANT THEREON SOUTH 190 38' 30" WEST 75 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT 11, SAID POINT ALSO BEING THE MOST WESTERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO ROBERT 0.

SWARTOUT, ET UX., RECORDED MAY 1, 1960 AS INSTRUMENT NO. 22044 IN BOOK 1869, PAGE 433 OF OFFICIAL RECORDS; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID LAND, 1ST: SOUTH 651 13' 41" EAST 158. 80 FEET TO THE MOST SOUTHERLY CORNER OF SAID LAND;

THENCE ALONG THE SOUTHEASTERLY LINE OF SAID LAND TO AND ALONG THE SOUTHEASTERLY LINE OF THE DESCRIBED IN THE DEED TO W. F. ERBES, RECORDED SEPTEMBER 1, 1957 AS INSTRUMENT NO. 38363 IN BOOK 1546, PAGE 534 OF OFFICIAL RECORDS.
2ND: NORTH 190 38' 30" EAST 65 FEET TO THE NORTHEASTERLY LINE OF SAID LOT 11; THENCE

ALONG SAID NORTHEASTERLY LINE,
3RD: SOUTH 611 39' 30" EAST 147. 66 FEET TO THE MOST NORTHERLY CORNER OF THE LANDS DESCRIBED IN THE DEED TO THE COUNTY OF VENTURA, RECORDED MAY 6, 1958 AS INSTRUMENT NO. 9611 IN BOOK 1596, PAGE 112 OF OFFICIAL RECORDS; THENCE ALONG THE BOUNDARY OF SAID

LAND THE FOLLOWING THREE COURSES AND THE PROLONGATION THEREOF, 4TH: SOUTH 380 20' 30" WEST 110 FEET TO AN ANGLE POINT; THENCE, 5TH: SOUTH 620 42' 30" WEST 98. 28 FEET; THENCE,
6TH: NORTH 670 10' 18" WEST 208. 51 FEET, MORE OR LESS, TO A POINT ON THE CURVED NORTHWESTERLY LINE OF SAID LOT 11, DISTANT THEREON 120 FEET NORTHEASTERLY FROM THE MOST WESTERLY CORNER OF SAID LOT 11; THENCE,
7TH: NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE TO THE POINT OF BEGINNING.

EXCEPT ANY PORTION THEREOF LYING WITHIN THE BOUNDARY OF THE LAND DESCRIBED IN THE DEED TO LOUISE D. JENIFER, RECORDED OCTOBER 16, 1959 AS INSTRUMENT NO. 39508 IN BOOK 1788, PAGE 71 OF OFFICIAL RECORDS.

PARCEL 3: ( APN: 670- 0- 250- 210)
THAT PORTION OF LOT 11 IN BLOCK 26 OF THOUSAND OAKS TRACT, IN THE CITY OF THOUSAND OAKS, AS PER MAP RECORDED IN BOOK 8, PAGES 73 TO 78 INCLUSIVE OF MAPS, IN THE OFFICE OF

Page 1 of 2 ends

BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 11, THENCE SOUTH 61° 39' 30" EAST ALONG THE NORTHEASTERLY LINE OF SAID LOT 160. 00 FEET; THENCE SOUTH 191 38' 30" WEST AND PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT 65. 00 FEET; THENCE NORTH 65' 13' 41" WEST 158. 80 FEET TO A POINT ON THE NORTHWESTERLY LINE OF SAID LOT, DISTANT 75. 00 FEET FROM THE POINT OF BEGINNING; THENCE NORTH 19" 38' 30" EAST 75. 00 FEET TO THE POINT OF BEGINNING.

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DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 2

SITE MAP
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 daiO-7,\ NJD UDest\ pment Agreement
dicecco architecture incorporated A RCHITECTu R
Hillcrest Ownership Housin
384 Erbes Road Thousand Oaks a0
10 People' s
Self -Help
Housing
Landscape Architecture plans for additional information Site Plan
scale: 1" = 30'- 0"
Site Plan
Q
Contract No.213646- 024*
DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 3

METHOD OF FINANCING
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 3

METHOD OF FINANCING
This is the Method of Financing attached to the Disposition and Development Agreement the " Agreement") by and among the CITY OF THOUSAND OAKS, a municipal corporation of the State of California (" City"), on the one hand, and HOUSING LAND TRUST VENTURA COUNTY, a California nonprofit public benefit corporation (" Land Trust VC"), and PEOPLE' S SELF- HELP HOUSING CORPORATION, a California nonprofit public benefit corporation PSHH"), on the other hand.

The Project will be financed by a combination of financing sources, which have not been finalized as of the date of the Agreement. The financing sources for the Project are subject to the City' s review and prior written approval. Once the financing sources have been ascertained and approved by the City and no later than the Closing, this Method of Financing shall be revised with an updated Method ofFinancing which shall be subject to the prior written approval of Land Trust VC, PSHH, and the City Manager or designee through an implementation agreement to the Agreement the form of which shall be subject to approval by all Parties ( City approval shall be subject to and conditioned on such further review and approval by the City Council as is needed to satisfy applicable law and City policies and procedures).

1. Definitions. Any capitalized term not otherwise defined herein has the meaning ascribed to such term in the Agreement.

2. Total Project Costs. PSHH estimates that the total Project Costs shall be approximately $ 49, 580,001. The Project shall be developed and constructed at no cost to City and PSHH shall be responsible to provide funds if and as needed to pay for cost overruns and contingencies.

3. Proiect Budget. The Parties anticipate that all Project Costs shall be as set forth in the Proj ect Budget. The Proj ect Budget shall be subj ect to change from time to time, subj ect to the prior written approval ofthe City Manager or designee and subject to and conditioned on such further review and approval by the City Council as is needed to satisfy applicable law and City policies and procedures, upon which approval the Project Budget shall be replaced by the approved revised Project Budget. PSHH shall demonstrate, to the satisfaction of the City Manager, that all PSHH funds and other funds shall be available for payment ofProject Costs when and as required by this Method of Financing.

4. Sources of Financing Project Costs. The Parties anticipate that the Project Costs shall be financed with the following combinations of funds:

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Sources of Funds
Land 1
FHLBSF AHP 1, 475, 000
Local Funding 5, 000, 000
NMTC, CMF or other 6, 105, 000
grant
State of CA (HCD) 7, 000, 000
Home Sales 30, 000, 000
Total 49, 580, 001

5. Evidence of Financing. The sum of all financing sources and PSHH equity shall, at all times, be sufficient to pay all Project Costs as set forth in the most recently City -approved Project Budget. Prior to the Closing, PSHH shall submit for City review and prior written approval evidence of such financing, including: (a) copies of all loan and other documents required by any financing source to obtain financing for Project Costs; ( b) documentation evidencing the availability of any PSHH equity; and (c) any other documents and information reasonably required by the City.

6. Conveyance of Site.
a) In accordance with and subject to the terms and conditions of the Agreement and this Method ofFinancing, the City agrees to convey the Site to Land Trust VC and Land Trust VC agrees to accept conveyance ofthe Site from the City for the Acquisition Price. b) The Site shall be used exclusively for affordable for -sale housing as set forth in the Agreement, the Grant Deed, the Agreement Containing Covenants, the Development Ground Lease, and the Homeowner Ground Lease.
c) At the Closing, the Parties shall execute and deliver such instruments and documents as may be necessary to close the transaction contemplated by the Agreement consistent with the terms ofthe Agreement and this Method of Financing, and in a form that is acceptable to the City Manager or designee, including the following instruments ( collectively, the " City Documents"):
1) Grant Deed (which includes the Right of Reentry); ( to be recorded against fee title to the Site);
2) Right of First Refusal document described in Section 205( c) of the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Agreement ( to be recorded against fee title to the Site); 3) Agreement Containing Covenants ( to be recorded against fee title to the Site);
4) Notice of Affordability Restrictions (to be recorded as set forth in the Agreement);
5) Development Ground Lease;
6) Memorandum of Ground Lease ( for the Development Ground Lease) ( to be recorded against fee title to the Site); 7) Deed of Trust ( to be recorded against leasehold title to the Site); 8) Assignment of Agreements;
9) Environmental Indemnity;
10) Assignment and Assumption Agreement ( to be recorded as set forth in the Agreement); and
11) UCC- 1 Financing Statement ( both recordable and to be filed with the Secretary of State) ( to be recorded against leasehold title to the Site).
d) Prior to, and as a condition to Closing, PSHH shall submit to the City, for the City Manager' s or designee' s review and approval, evidence demonstrating to the satisfaction of the City Manager or designee the availability of sufficient funds to pay all Project Costs ( the Evidence of Financing").

7. Recordation. Upon the Closing, the Title Company shall record the City Documents to be recorded in accordance with instructions provided by City and shall be prepared to issue to City the City' s Standard Title Insurance Policy, at Land Trust VC' s cost, insuring the priority of the Deed of Trust in accordance with the Agreement, in the coverage amount of 10, 000,000 and with endorsements as City may determine is appropriate.

8. City Conditions Precedent to Closing.
a) The Closing is conditioned upon each of the following occurring to the satisfaction of the City Manager or designee prior to the time for the Closing set forth in the Schedule of Performance ( collectively, the " City' s Conditions to Closing"):

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 i) ( A) The conveyance of the Site pursuant to the Agreement is in compliance with the Surplus Land Act and the Surplus Land Act Guidelines; and ( B) the City' s determination that the Site is " exempt surplus land" has been approved or deemed approved by HCD as and to the extent required by the Surplus Land Act and/ or the Surplus Land Act Guidelines;
ii) PSHH submits, and the City Manager or designee approves, the Project Budget, current as of the Closing;
iii) A revised Method of Financing has been approved by Land Trust VC, PSHH, and City through an implementation agreement to the Agreement which has been approved and executed by all Parties;
iv) PSHH submits, and the City Manager or designee approves, the Evidence of Financing demonstrating to the satisfaction of the City the availability of sufficient funds to pay all Project Costs;
v) PSHH submits, and the City Manager or designee approves, insurance policies and endorsements required by the Agreement; vi) The City Manager or designee approves the general contractor, as required by the Agreement;
vii) If requested by the City, PSHH submits, and the City Manager or designee approves, a copy of the fully executed general construction contract with the City - approved licensed general contractor, covering all construction work required by the Agreement and the approved final Plans;
viii) PSHH submits, and the City Manager or designee approves, a contractor' s performance bond in an amount not less than One Hundred Percent ( 100%) of the costs to complete the Project and a payment bond guaranteeing the contractor' s completion of the work free from liens of materialmen, contractors, subcontractors, mechanics, laborers, and other similar liens, which must name the City as an additional obligee; ix) Land Trust VC and PSHH, as applicable, executes, with signature notarized where required, and delivers to the City or Escrow Agent the City Documents; x) All other documents required or necessary for the Closing shall have been duly executed, with signature notarized where required, by the applicable signatories, and delivered to the City or Escrow Agent;
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 xi) Land Trust VC and PSHH, as applicable, deposits with the Escrow Agent any and all of the funds and duly executed instruments required ofit by the Agreement and this Method of Financing to close the Escrow, including, without limitation, the City Documents; xii) PSHH submits evidence satisfactory to the City that PSHH has obtained all entitlements, approvals, variances and permits (or PSHH shall have received a permit ready letter with the cost of such permits to be paid promptly following the Closing from funds which have been budgeted in the Project Budget) necessary for the construction ofProject; xiii) PSHH submits and the City approves the landscaping and grading plans for the Site, as required by the Agreement;
xiv) PSHH submits final loan documents for any financing for the Project, which are consistent with the terms and conditions of the Agreement; xv) Land Trust VC and PSHH shall each have duly performed each and every agreement to be performed by Land Trust VC and PSHH, as applicable, hereunder prior to the Close of Escrow and Land Trust VC' s and PSHH' s representations, warranties and covenants set forth in this Agreement shall be true and correct as of the date of the Close ofEscrow; xvi) The City shall have reviewed and approved the Escrow Agent' s estimated statement ofclosing costs;
xvii) Land Trust VC and PSHH shall not be in default of any of its obligations under the Agreement or any documents and instruments referred to therein or executed by the in furtherance ofthe Agreement; and
xviii) Title Company is prepared to issue the City' s Standard Title Insurance Policy, at Land Trust VC' s cost, insuring the priority of the Deed of Trust as a lien on the leasehold title to the Site as required by the Agreement, in the coverage amount of $10, 000,000 and with endorsements as City may determine is appropriate.

In the event any ofthe City' s Conditions to Closing are not satisfied ( or waived by the City) by the date set forth in the Schedule of Performance for the occurrence of the Closing, the City may cancel the Escrow and terminate the Agreement by delivering thirty ( 30) Days prior written notice to Land Trust VC, PSHH, and the Escrow Agent. Either Land Trust VC or PSHH may nullify the notice to terminate if, within such thirty ( 30) Day period, either Land Trust VC and/or PSHH (at no cost to the City) cures any unsatisfied City' s Conditions to Closing and notifies the Escrow Agent and the other Parties of such cure. In the event oftermination pursuant to this paragraph, ( i) the Escrow shall be cancelled and any funds deposited by the Parties shall be returned to them; ( ii) Land Trust VC shall be responsible for any escrow cancellation fees imposed by the Escrow Agent; and ( iii) the Agreement shall be terminated and the Parties shall have no CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 further rights or obligations thereunder.
b) Waiver of Conditions Precedent. Notwithstanding the foregoing, the City, in the sole discretion ofthe City Manager or designee, may waive any of the City' s Conditions to Closing. A waiver of any of the City' s Conditions to Closing shall not operate in any way as a waiver, or estoppel with respect to, any subsequent or other failure to comply with such condition, or any other condition contained in this Method of Financing, the Agreement or any other document.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 4

SCHEDULE OF PERFORMANCE
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 4

SCHEDULE OF PERFORMANCE
Approval — Condition of Title and Condition By Land Trust VC' s and PSHH' s of the Site. Land Trust VC and PSHH shall be execution of the DDA. deemed to have approved the condition of title
to the Site and the condition of the Site.

2. Submission — Preliminary Plans and
Drawings. PSHH will prepare and submit
preliminary construction drawings, Plans, and
specifications and any related documents for
the development of the Project to the City for
review ( including, but not limited to,
architectural review).

Approval - Preliminary Plans and Drawings.

The City will approve the preliminary Plans
and drawings.

4. Submission — Final Plans and Drawings.

PSHH will prepare and submit final
construction drawings, Plans, and
specifications and any related documents for
the development of the Project to the City for
review ( including, but not limited to,
architectural review).

Approval — Final Plans and Drawings. The
City will approve the final Plans and
drawings.

6. Opening of Escrow. The City or Land Trust
VC or PSHH will open Escrow.

Completed.

Anticipated to be not later than the date six
6) months after the date of the DDA.

Anticipated to be not later than the date
one ( 1) year after the date of the DDA.

Within seven ( 7) Days after the DDA has
been approved and executed by the
Parties.

PSHH shall submit to City the financial
information required to be provided in the
Method of Financing and Project Budget.

Submittal — Applications for Funding
Sources Identified by PSHH for the Project.

PSHH shall submit its applications to the
appropriate authorities for Project funding
PSHH deems appropriate on an on -going
basis and inform the City in writing of the
application submittals and expected timing of
funding.

Submittal — Quarterlyports. PSHH shall
submit quarterly reports to City with regard
to funding applications and awards of
funding for the Project.

10. Meet and Confer. The Parties shall meet and
confer.

11. Submission - Evidence of Financing. PSHH
will submit to the City the Evidence of
Financing.

12. Close of Escrow. All conditions precedent to
the Closing will be satisfied and Closing shall
occur.

13. Start of Construction. PSHH will commence
construction of the Project on the Site.

14. Submission — Marketing Plan. PSHH will
submit to the City for approval the Marketing
Plan.

Not later than the date one ( 1) year after
the date of the DDA.

Not later than the deadline for submittal
for each round of each such potential
funding source after the DDA has been
approved and executed by the Parties
through calendar years 2024 and 2025
and calendar year 2026 if the 1st one
year extension ofthe Closing is granted
as set forth in Section 609. c of the
DDA, and calendar years 2026 and
2027 ifboth the 1st one year extension
and the 2nd one year extension of the
Closing is granted as set forth in
Section 609. c of the DDA).

On each June 1, September 1,
December 1 and March 1 after City
approval of the DDA until the Closing.

As may be required in Section 609.c of
the DDA.

Prior to, and as a condition precedent to,
the Closing.

On or prior to the date that is two ( 2) years
after the date of the DDA except if such
date is extended as set forth in Section
609. c of the DDA.

Within thirty (30) days after Closing.

The date six ( 6) months after the date of
Closing.

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15. 16.

17. 19.

20. Commencement of Marketing. PSHH will
begin marketing the Units and selecting
qualified purchasers for the Units in
accordance with the approved Marketing Plan.

Income Qualification. PSHH or its designated
agent will complete income qualification of
proposed purchasers for the Units.

Condominium Map and DRE Approvals.

PSHH will complete the procedures for and
obtain all necessary City approvals of a
Condominium Map and will have obtained all
California Department of Real Estate
approvals required by the Davis -Stirling
Common Interest Development Act.

Completion of Construction. PSHH will
complete construction of the Project and
Completion shall have occurred and the
Release of Construction Covenants shall have
been recorded.

Sale of Individual Units. PSHH will use its
best efforts to sell each Unit as required by the
DDA ( for avoidance of doubt, best efforts
goes to the PSHH' s effort to sell the Units.

Each sale of a Unit must be to an income
qualified purchaser as required by the DDA).

Sale of All Units. PSHH will use its best
efforts to sell all 78 Units as required by the
DDA ( for avoidance of doubt, best efforts
goes to the PSHH' s effort to sell the Units.

Each sale of a Unit must be to an income
qualified purchaser as required by the DDA).

After California Department of Real
Estate approval anticipated to be within
twelve ( 12) months after the Closing.

Not later than fifteen ( 15) Days after
receipt of a complete application.

Prior to entering into any sales contracts
with qualified purchasers anticipated to be
within twelve ( 12) months after the
Closing, except that DRE public report
may not be issued until after completion of
the Units.

Not later than thirty-six (36) months after
Closing.

On an on -going basis and as soon as
possible after Certificate of Occupancy is
issued for each Unit.

Anticipated to be not later than eighteen
18) months after completion of
construction of the Project.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 5

SCOPE OF DEVELOPMENT
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 5

SCOPE OF DEVELOPMENT
PSHH shall construct seventy- eight ( 78) townhome condominium units ( the Project") on that certain real property located at 382 and 384 N. Erbes Road, Thousand Oaks, California, currently consisting of two parcels known as APN: 670- 0250-290 and 670- 0- 250- 210 ( collectively, the " Site"). The Site is approximately 3. 87 acres and has an existing approximately 26, 500 square foot structure which was formerly used as a school.

The Project shall be designed according to California Building Code Regulations applicable to publicly funded projects and City of Thousand Oaks Precise Plan Design Guidelines.

The three ( 3) story -attached condominium townhomes will be located within eight ( 8) detached buildings and are designed to provide different Unit sizes. The Project will provide approximately 10, 000 square feet of common open space developed with picnic tables, benches, decomposed granite, bicycle racks, and sodded hybrid Bermuda ground cover.

The seventy-eight ( 78) condominium townhome Units will range in size between 949 square feet and 1, 734 square feet of habitable space and shall consist ofthe following Unit mix:

Plan Beds Baths Size
SF)
Parking HSC
Units @
80%
AMI
80%
AMI
120%
AMI
Total
1 1 1. 5 949 1 4 4
2 1 1. 5 984 1 4 4
3 2 2. 5 1, 155 2 2 14 16
4 2 2. 5 1, 169 2 16 16
5 3 3 1, 389 2 11 4 15
6 3 3. 5 1, 592 2 6 9 15
7 4 4 1, 734 2 2 6 8
Total 10 49 19 78
Depicting the number of LMIHAF Units ( which are also the Units required by the City Inclusionary Housing and Density Bonus Requirements)
A minimum of eight (8) Units, one per building, shall comply with standards for accessible Design ( Americans with Disabilities Act ( ADA)), Chapter 11B of the California Building in effect at the time that plan check is submitted and approved by the City' s Building Division.

Each Unit shall have a kitchen, living room, dining area, laundry/ utility area, and a balcony with a minimum size of 42 square feet and a maximum of 150 square feet. Water heaters and trash pads will be provided inside the attached garages. Units include the infrastructure for electrical vehicle ( EV) chargers and roof -mounted solar panels. The development includes 17 guest parking spaces and a disabled access ramp to Estella Park.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 6

PROJECT BUDGET
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 6

PROJECT BUDGET
Uses of Funds
Land 1
Reports 30, 000
Arch & Engineering 2, 000, 000
Construction 33, 800, 000
Escalation 1, 500, 000
Construction Contingency 2, 366, 000
Legal 200, 000
Fees 3, 900, 000
Insurance 1, 000, 000
Soft Costs Contingency 984, 000
Developer Fee 1, 500, 000
Interest 2, 000, 000
Broker Fee 300, 000
Total 49, 580, 001
Sources of Funds
Land 1
FHLBSF AHP 1, 475, 000
County of Ventura 5, 000, 000
NMTC, CMF or other grant 6, 105, 000
State of CA ( HCD) 7, 000, 000
Home Sales 30, 000, 000
Total 49, 580, 001
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 7

GRANT DEED
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Recording Requested By and
When Recorded Mail To:

City of Thousand Oaks
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362- 2903
Attn: City Clerk

SPACE ABOVE THIS LINE FOR RECORDER' S USE
APNs: 670- 0- 250- 290 and 670- 0- 250- 210 OFFICIAL BUSINESS Document entitled to free
recording per Government Code
Section 27383
The undersigned Grantor declares:

Documentary Transfer Tax is: $ ( County); City Taxis: $ computed on full value of property conveyed, or
computed on full value less value of liens or encumbrances remaining at time of sale,
Unincorporated area; [ X ] City of Thousand Oaks.

GRANT DEED
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the CITY OF THOUSAND OAKS, a municipal corporation of the State of California ( the " Grantor"), hereby grants to HOUSING LAND TRUST VENTURA COUNTY, a California nonprofit public benefit corporation (the " Grantee"), that certain real property located in the County of Ventura, State of California and legally described in Exhibit A attached hereto and incorporated herein by this reference (the " Property").

1. Reservation. Grantor excepts and reserves, to the extent now or hereafter validly excepted and reserved by the parties named in deeds, leases and other documents of record, all oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface, together with the right to drill into, through, and to use and occupy all parts of the Property lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from the Property, but without, however, any right to use or disturb either the surface ofthe Property or any portion thereof within 500 feet of the surface for any purpose or purposes whatsoever.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

2. Disposition and Development Agreement. Said Property is conveyed in accordance with and subject to the Disposition and Development Agreement, as it may be amended or modified from time to time ( the " Agreement") entered into by and among Grantor (" City" therein), Grantee Land Trust VC" therein), and PEOPLE' S SELF- HELP HOUSING CORPORATION, a California nonprofit public benefit corporation (" PSHH"), on March 19, 2024 which document is a public record on file in the offices of the City Clerk of the City of Thousand Oaks, and is by reference hereto incorporated herein as though fully set forth herein. Any capitalized word not otherwise herein hereon shall have the meaning ascribed to it in the Agreement.

3. Restricted Uses. The Property is conveyed to Grantee at a purchase price therein called Purchase Price", determined in accordance with the uses permitted. Therefore, Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property that the Grantee, such successors and such assigns, shall develop, maintain, and use the Property as set forth in the Agreement and that certain Agreement Containing Covenants and Declaration of Covenants and Restrictions entered into by and between Grantor (" City" therein), Grantee (" Owner" therein), as it may be amended or modified from time to time, recorded concurrently herewith.

4. No Discrimination. Grantee covenants and agrees for itself, its successors and its assigns in interest to the Property or any part thereof, that there will be no discrimination against or segregation of any person, or group ofpersons, on account ofrace, color, creed, age, class, income other than as required by applicable regulatory agreements), religion, sex, sexual orientation, gender, gender identity, gender expression, disability, marital status, national origin or ancestry and/ or any other protected classification under applicable State and Federal law in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor will Grantee for itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Property, or any part thereof, in employment practices, or in the awarding of contracts for improvements developed on the Property. Grantee shall comply with all applicable federal, state and local nondiscrimination, fair housing, and equal opportunity requirements. The foregoing covenants shall run with the land.

5. Nondiscrimination Clauses. Grantee covenants and agrees for itself, its successors and its assigns in interest to the Property or any part thereof, that all deeds, leases or contracts made relative to the Property, improvements thereon, or any part thereof, shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
a) In deeds: " The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there will be no discrimination against or segregation of, any person or group of persons on account CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 of any basis listed in subdivision ( a) or ( d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision (m) and paragraph ( 1) of subdivision p) of Section 12955, and Section 12955. 2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor will the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy oftenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed.

That there will be no discrimination against or segregation of any person or group of persons, on account ofany basis listed in subdivision (a) or (d) ofSection 12955 ofthe 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 leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor will the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased."
Notwithstanding the preceding paragraph, the provisions relating to discrimination on the basis of familial status will not be construed to apply to housing for older persons, as defined in Section 12955. 9 of the Government Code nor be construed to affect Sections 51. 2, 51. 3, 51. 4,

51. 10, 51. 11, and 799. 5 ofthe Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions ( n), ( o), and ( p) of Section 12955 of the Government Code will also apply to the preceding paragraph. c) In contracts: " There will be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision ( a) or (d) of Section 12955 ofthe 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, CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment ofthe land, nor will the transferee itself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, oftenants, lessees, sublessees, subtenants, or vendees ofthe land."

6. Right ofReentry. Grantee covenants and agrees for itself, its successors and its assigns in interest to the Property or any part thereof, that:
a) Grantor shall have the right, at its option, to reenter and take possession of the Property with all improvements thereon, and to terminate and revest in Grantor the estate theretofore conveyed to Grantee ( the " Right of Reentry"), if after conveyance of title to the Property and prior to the recordation of all ofthe Releases of Construction Covenants ( as defined in the Agreement), any ofthe following events occurs:
1) PSHH fails to commence construction of the Project ( as defined in the Agreement) on the Property (or portion thereof) as required by the Agreement for a period ofthree 3) months after written notice to proceed from Grantor, provided that PSHH has not obtained an extension or postponement to which PSHH may be entitled; or 2) PSHH abandons or substantially suspends construction ofthe Project on the Property ( or portion thereof) for a period of three ( 3) months ( other than due to a Force Majeure Event — as defined in the Agreement) after written notice of such abandonment or suspension from Grantor, provided that PSHH has not obtained an extension or postponement to which PSHH may be entitled; or
3) Grantee or PSHH assigns or attempts to assign the Agreement or any rights herein, or effectuates or attempts to effectuate a Transfer ( as defined in the Agreement), or suffer any involuntary Transfer, in violation ofthe Agreement; or 4) Completion ( as defined in the Agreement) does not occur when or as required by the Agreement, provided that PSHH has not obtained an extension or postponement to which PSHH may be entitled and subject to a Force Majeure Events. b) Grantor' s Right ofReentry shall be subject to and be limited by and shall not defeat, render invalid, or limit:
1) The Development Ground Lease ( as defined in the Agreement); and 2) Any Permitted Loan ( as defined in the Agreement) and associated loan documents expressly approved in writing by Grantor pursuant to the Agreement.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 c) Grantor agrees that it will not exercise its Right of Reentry until it has given Grantee and PSHH written notice of the occurrence of an event giving rise to the Right of Reentry ( the Reentry Event") and providing Grantee and PSHH with a thirty ( 30) day period in which to cure such Reentry Event (the " Reentry Event Cure Period").
d) Grantor shall agree to subordinate its Right of Reentry to the rights of any lender of a Permitted Loan if requested by such lender provided that ( 1) a subordination agreement is entered into in recordable form between such lender and Grantor in form and content mutually agreeable to Grantor and such lender, and ( 2) such lender provides Grantor the following rights in the recorded subordination agreement:

A) Upon the occurrence of an event of default under any of the Permitted Loan documents, and in any event prior to commencement of a foreclosure sale or deed in lieu of foreclosure thereunder or comparable conversion of the loan, the lender shall concurrently notify Grantor of the occurrence of such event of default at the same time that the lender notifies the borrower of such default by written notice to Grantor delivered in accordance with, and at the address set forth in the Agreement;
B) Grantor shall have the right, but not the obligation, during the cure periods which apply to the borrower pursuant to the applicable Permitted Loan documents, plus an additional ten ( 10) business days, in order to cure the borrower' s defaults relative to the Permitted Loan documents, and the lender shall accept any such cure by Grantor, and the lender agrees that it will not cause an acceleration ( or will cause a de -acceleration) of the indebtedness or other obligations of the borrower under the Permitted Loan documents by reason ofthe default or breach which has been cured by Grantor;
C) After a default by the borrower under any of the Permitted Loan documents, but prior to a foreclosure sale or deed in lieu of foreclosure or comparable conversion of the loan under the Permitted Loan documents, Grantor shall have the right, but not the obligation, to exercise the Right of Reentry ( for itself or any assignee or designee of Grantor), so long as Grantor concurrently pays, or causes the payment of, all amounts to the lender owing under the Permitted Loan documents, and the lender agrees that neither the acquisition of title to the Project ( as defined in the Agreement) and/ or the Property by Grantor ( or such assignee or designee) nor the exercise ofthe Right of Reentry shall constitute an accelerating sale or transfer or an event of default pursuant to the Permitted Loan documents and that upon receipt of such payment, the lender shall immediately terminate, release, discharge and reconvey the security instrument and any other liens or encumbrances ofthe lender on the borrower' s estate in the Project and Property; D) Grantor shall have all rights under California Civil Code Section 2924b and 2924c and California Health and Safety Code Section 33334. 14( a)( 4); and CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 E) Grantor shall have a right to negotiate with the lender after notice of default to the borrower and prior to the lender commencing foreclosure proceedings under the Permitted Loan documents; provided, however, such right shall not impair, delay, or impact lender' s exercise of its rights under the Permitted Loan documents. e) The Right of Reentry established in this Section shall no longer apply after the recordation of all of the Releases of Construction Covenants. Grantor shall have no right to revest or retake possession of and the Right of Reentry shall not apply to any Unit which was sold pursuant to and in accordance with the Agreement or to any portion of the Property for which a Release of Construction Covenants has been recorded pursuant to and in accordance with the Agreement.
f) Upon the vesting in Grantor oftitle to the Property, or any part thereof, as provided in this Section, Grantor shall use its diligent and good faith efforts to resell the Property, or any part thereof, as soon and in such manner as Grantor shall find feasible and consistent with the objectives of the public purposes of the Agreement to a qualified and responsible party or parties as determined by Grantor), who will assume the obligation of making or completing the Project, or such other improvements in their stead, as shall be satisfactory to Grantor and in accordance with the uses specified for the Property in the Agreement. Upon such sale ofthe Property, or any part thereof, the proceeds thereof shall be applied:
1) first, to reimburse Grantor on its own behalf of all costs and expenses incurred by Grantor, including but not limited to the salaries of personnel and the cost of consultants and outside legal counsel engaged in connection with the recapture, management, and resale of the Property, or part thereof ( but less any income derived by Grantor from the Property, or any part thereof, in connection with such management); all taxes, assessments and water and sewer charges with respect to the Property or part thereof incurred by Grantor; any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of Grantee, PSHH, or their respective successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the Project or any part thereof on the Property, or part thereof; and any amounts otherwise owing to Grantor by Grantee, PSHH and their respective successors or transferees; and
2) second, to reimburse PSHH and its successors or transferees, up to the amount equal to (i) the costs incurred for the development of the Property, or part thereof, or for the construction of the Project thereon, if such costs were incurred in accordance with the Method of Financing and Project Budget (both of which are attachments to the Agreement) and the terms ofthe Agreement, less ( ii) any gain or income withdrawn or made by Grantee or PSHH therefrom or from the Project thereon. For purposes of this paragraph the term " cost incurred" shall include CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 direct, out- of-pocket expenses of development, but shall exclude PSHH' s overhead expenses, developer fees, and profit.
3) Any balance remaining after such reimbursements shall be retained by Grantor as its property. Grantor shall also be entitled to exercise all of its rights under the Assignment ofAgreements (executed by Grantee concurrently herewith in favor of Grantor). g) Notwithstanding anything in this Section to the contrary, upon the vesting in Grantor oftitle to the Property, Grantor shall have the right, in its sole discretion to undertake the completion ofthe Project prior to its disposition of the Property. h) To the extent that the Right of Reentry established in this Section involves forfeiture, it must be strictly interpreted against Grantor, the party for whose benefit it is created.

The rights established in this Section are expressly authorized by Health and Safety Code section 33438 and are to be interpreted in light ofthe fact that Grantor will convey the Property to Grantee for development and not for speculation in undeveloped land.

7. Covenants Run With Land. All conditions, covenants and restrictions contained in this Grant Deed shall be covenants running with the land, and shall, in any event, and without regard to technical classification or designation, legal or otherwise, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of, and enforceable by Grantor, its successors and assigns against Grantee, its successors and assigns, to or of the Property conveyed herein or any portion thereof or any interest therein, and any party in possession or occupancy of said Property or portion thereof or any interest therein.

8. Expiration of Covenants. The covenants against discrimination set forth in Section 4 and Section 5 ofthis Grant Deed shall remain in perpetuity. The Right of Reentry set forth in Section 6 of this Grant Deed shall terminate upon the recordation of all of the Releases of Construction Covenants.

9. Enforcement of Covenants. In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that Grantor shall be deemed a beneficiary of the agreements and covenants provided hereinabove both for and in its own right and also for the purposes of protecting the interests of the community. All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor, and such covenants shall run in favor ofthe Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. Grantor shall have the right, in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies, and to maintain any actions at law or suit in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant.

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10. Binding on Successors. All obligations of "Grantee" under this Grant Deed (and all ofthe terms, covenants and conditions ofthis Grant Deed) shall be binding upon Grantee, its successors and assigns and every successor in interest of the Property or any portion thereof or any interest therein ( but only with respect to such portion or interest), for the benefit and in favor ofthe Grantor, its successors and assigns.

11. No Merger. This Grant Deed shall not merge with or into any other agreement between Grantor and Grantee.

12. Modifications. Both before and after recording ofthe Releases of Construction Covenants, only the Grantor, its successors, and assigns, and Grantee and the successors and assigns of the Grantee in and to all or any part of the fee title to the Property, or any part thereof, shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any ofthe covenants, easements, or other restrictions contained in this Grant Deed without the consent of any tenant, lessee, easement holder, or licensee.

13. Effect of Foreclosure. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest in the Property or portion thereof or any interest therein permitted by the Agreement and made in good faith and for value; provided, however, that any subsequent owner of the Property or portion thereof or any interest therein, and any party in possession or occupancy of said Property or portion thereof or any interest therein shall be bound by such remaining covenants, conditions, restrictions, limitations, and provisions, whether such owner' s title was acquired by foreclosure, deed in lieu of foreclosure, trustee' s sale or otherwise.

14. Signatures.
a) Counterparts. This Grant Deed may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
b) Digital/Electronic Signatures. To the extent permitted by then existing law, this Grant Deed may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce ( ESIGN) Act and the California Uniform Electronic Transactions Act ( UETA) and are produced using a Grantor - approved method. The presence of an electronic signature on this document shall be construed as the parties' consent to do business electronically.

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CITY OF THOUSAND OAKS
Andrew P. Powers, City Manager
ATTEST:

Laura B. Maguire, City Clerk
APPROVED AS TO FORM:

Tracy M. Noonan, City Attorney
APPROVED AS TO FORM:

KANE, BALLMER & BERKMAN
Susan Apy, City Special Counsel
Signatures Continue on Following Page]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Grantee hereby accepts the written deed, subject to all ofthe matters hereinbefore set forth.

Grantee:

HOUSING LAND TRUST VENTURA COUNTY,
a California nonprofit public benefit corporation
By:

LEGAL DESCRIPTION
TO BE ADDED]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 8

AGREEMENT CONTAINING COVENANTS
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Recording Requested By and
When Recorded Mail To:

City of Thousand Oaks
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362- 2903
Attn: City Clerk

SPACE ABOVE THIS LINE FOR RECORDER' S USE
APNs: 670- 0- 250- 290 and 670- 0- 250- 210 OFFICIAL BUSINESS Document entitled to free
recording per Government Code
Section 27383

AGREEMENT CONTAINING COVENANTS AND

DECLARATION OF COVENANTS AND RESTRICTIONS

INCLUDING INCLUSIONARY HOUSING AND DENSITY BONUS REQUIREMENTS)

THIS AGREEMENT CONTAINING COVENANTS AND DECLARATION OF
COVENANTS AND RESTRICTIONS (" Agreement") is entered into as of 20 by and between the CITY OF THOUSAND OAKS, a municipal corporation of the State of California (" City"), and HOUSING LAND TRUST VENTURA COUNTY, a California nonprofit public benefit corporation (" Owner"). All successors in interest to Owner are referred to herein as an " Owner."

RECITALS
A. Owner is the fee title owner ofthat certain real property located at 382 and 384 N.

Erbes Road, Thousand Oaks, California, consisting oftwo parcels known as APN: 670- 0- 250- 290 and 670- 0- 250- 210 ( collectively, the " Property"), as more particularly described in Exhibit A which is attached hereto and incorporated herein by this reference. The Property is approximately

3. 87 acres and has an existing approximately 26,500 square foot structure which was formerly used as a school.

B. For the purpose of providing affordable for -sale housing, the City, Owner (" Land Trust VC" therein), and PEOPLE' S SELF- HELP HOUSING CORPORATION, a California nonprofit public benefit corporation (" PSHH"), entered into that certain Disposition and Development Agreement dated as of March 19, 2024, as may be amended or modified from time to time ( the " DDA"), which is incorporated herein by this reference. Any capitalized term that is CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 not otherwise defined in this Agreement has the meaning ascribed to such term in the DDA.

C. Pursuant to the DDA, the City conveyed the Property to Owner by a Grant Deed executed by the City (" Grantor" therein) and Owner (" Grantee" therein) dated of even date herewith and recorded concurrently herewith (" Grant Deed").

D. Concurrently with conveyance of the Property from the City to Owner, Owner and PSHH [Drafting note: or PSHH's affiliate] entered into that certain 5- year Ground Lease for the development of 78 attached for -sale townhomes and related common area on the Property Project"), as may be amended or modified from time to time (" Development Ground Lease").

Upon completion of a Unit, Owner ( or Housing Trust Fund Ventura County, a California nonprofit public benefit corporation (the " Housing Trust VC") as set forth in Section 204 of the DDA), will enter into a 99- year ground lease with concurrent sale of the Unit by PSHH to income qualified households ( each a " Homeowner Ground Lease") and with each Homeowner Ground Lease, the Development Ground Lease will be partially terminated for the land related to the Unit, subject to the terms and conditions of the DDA.

E. The City acquired the Property for the purpose of developing affordable housing.

One major goal of the City Council of the City is to provide affordable owner -occupied housing for income qualified households in the City of Thousand Oaks.

F. The Property was acquired, in part, using Low and Moderate Income Housing Asset Funds, maintained by the City pursuant to California Health and Safety Code Sections 34176 and 34176. 1. The DDA, the Grant Deed, and this Agreement are in furtherance of the public purposes set forth in the Community Redevelopment Law of the State of California, Sections 33000 et seq. ofthe California Health and Safety Code.

G. The DDA requires the Property to be developed with the Project, which includes development of 78 attached for -sale townhomes ( each a " Unit" and collectively, the " Units") to be sold at the hereinafter defined Affordable Purchase Price to income qualified households. The Project must meet the affordability requirements set forth in the DDA, specifically, one hundred percent ( 100%) ofthe Units must be affordable to persons and families oflow or moderate income as defined in California Health and Safety Code Section 50093), with at least seventy- five percent 75%) of the Units restricted to lower income households ( as defined in California Health and Safety Code Section 50079. 5) at an Affordable Purchase Price, including ten ( 10) Units that are hereinafter defined LMIHAF Units.

H. On September 9, 2008, the City adopted Ordinance No. 1506-NS creating, among other things, an inclusionary housing program. Ordinance No. 1506- NS was amended on October 24, 2023, by Ordinance No. 1719-NS. Ordinance No. 1506-NS, as amended by Ordinance No. 1719- NS ( collectively, the " Inclusionary Housing Ordinance"), sets forth the City' s inclusionary housing requirements ( collectively, the " Inclusionary Housing Requirements"). The parties to the DDA contemplated the Inclusionary Housing Ordinance and the Project' s Inclusionary CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Housing Requirements in preparing the DDA. The Project meets and exceeds the Project' s Inclusionary Housing Requirements. The DDA, including all exhibits attached hereto, constitutes the " Affordable Housing Agreement" contemplated by the Inclusionary Housing Ordinance. The DDA, including the execution and recordation of this Agreement, is intended to satisfy the Inclusionary Housing Requirements for the Project. The parties to this Agreement intend to use the LMIHAF Units to meet the Project' s Inclusionary Housing Requirements.

I. Pursuant to California Government Code Sections 65915- 65918 (" Density Bonus Law"), as set forth in more detail in the Project entitlement approvals, the Project was granted one 1) concession and one ( 1) waiver based upon the Project providing at least ten percent ( 10%) of the total Units for Low Income Households. The granted concession is a decrease in the open space requirement of 35 percent to be reduced to 9. 19 percent. The granted waiver is a decrease in the front setback from twenty feet ( 20') to eighteen feet and 3 inches ( 18' 3"), rear setback from thirty feet ( 30') to ten feet ( 10'), exterior setback side ( adjacent to Erbes Road) from thirty feet (30') to fourteen feet and five inches ( 14' 5"), and a request for the interior side setback ( adjacent to residential properties) from thirty feet ( 30') to twenty feet ( 20'). In preparing this Agreement, the parties contemplated the affordability requirements set forth in the Density Bonus Law related to the Project entitlement approvals. The execution and recordation of this Agreement is intended to satisfy the affordability requirements set forth in the Density Bonus Law related to the Project entitlement approvals, and the parties to this Agreement intend to use the LMIHAF Units and this Agreement to meet those affordability requirements.

J. Pursuant to the DDA, the Inclusionary Housing Ordinance, and Density Bonus Law, the City and Owner desire to enter into this Agreement.

K. Owner and City agree that the Property shall be subject to the terms, conditions and restrictions, and the rights of City, as specified in this Agreement.

NOW THEREFORE, City and Owner, by and for itself and all successors in interest to the Property, hereby incorporate the above -referenced recitals and agree as follows:

AGREEMENT

1. Definitions. For purposes ofthis Agreement, the following capitalized terms shall have the following meanings:

Affordable Housing Cost ( Initial)" shall mean:
i) For the ten ( 10) LMIHAF Units, shall mean a Housing Cost as calculated pursuant to Exhibit C for the LMIHAF Units, which Exhibit is attached hereto and incorporated herein by reference. Exhibit C is Attachment No. 12 to the DDA;
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 ii) For the Low Income Units, shall mean a Housing Cost as calculated pursuant to Exhibit C for the Low Income Units; and
iii) For the Moderate Income Units, shall mean a Housing Cost as calculated pursuant to Exhibit C for Moderate Income Units.

Affordable Housing Cost ( Resale)" shall mean the " Purchase Option Price" as defined and discussed in Section 11. 8 of the Homebuyer Ground Lease. The Affordable Housing Cost Resale) shall be calculated for each buyer of a Unit in accordance with the Homebuyer Ground Lease applicable to the Unit being purchased and as set forth in Exhibit C.

Affordable Purchase Price" means a purchase price to be paid by a purchaser for a Unit the terms of which will result in a total Housing Cost that does not exceed the Affordable Housing Cost ( Initial) for initial purchase of a Unit or that does not exceed the Affordable Housing Cost Resale) for each subsequent purchase of a Unit in accordance with the Homebuyer Ground Lease applicable to the Unit being purchased and as set forth in Exhibit C. With respect to the 10 LMIHAF Units, the Affordable Housing Cost ( Initial Sale) and Affordable Housing Cost ( Resale) shall not exceed an " affordable housing cost" determined in accordance with provisions of California Health and Safety Code Section 50052. 5( b)( 3) and the corresponding regulations adopted by HCD, including, without limitation, California Code ofRegulations, Title 25, Section 6920.

City" shall mean the City of Thousand Oaks, California, a municipal corporation of the State of California, and any assignee of, or successor to, the rights, powers, and responsibilities of the City.

Completion" means the point in time when all of the following shall have occurred: ( i) the City shall have determined that development of the Project has been completed substantially in accordance with the Plans and specifications approved by the City, ( ii) certificates of occupancy shall have been issued with respect to all of the Units, ( iii) recordation of a Notice of Completion by PSHH or its contractor with respect to the Project; and ( iv) certification by PSHH' s architect that the Project (with the exception of minor "punch list" items) has been completed in a good and workmanlike manner and substantially in accordance with the Plans and specifications approved by the City. There shall be no mechanic' s liens or stop notices permitted or allowed on fee title to the Property.

Days" shall mean calendar days and the statement of any time period herein shall be calendar days and not working or business days, unless otherwise specified.

Housing Cost" shall have the meaning set forth in Exhibit C.

Housing Trust VC" shall mean Housing Trust Fund Ventura County, a California nonprofit public benefit corporation.

HUD" shall mean the United States Department ofHousing and Urban Development.

LMIHAF Units" shall mean the ten ( 10) Units to be developed and sold for an Affordable Purchase Price to Low Income Households as follows: eight ( 8) 1- bedroom and two (2) 2- bedroom Units in the Project. The term " LMIHAF Unit" shall mean each of the LMIHAF Units. The LMIHAF Units are identified on Exhibit B, which is attached hereto and incorporated herein by reference.

LMIHAF Unit Restricted Period" shall mean for each LMIHAF Unit, the date that is forty- five ( 45) years following the recordation of the Release of Construction Covenants ( Exhibit No. 17 to the DDA) for such LMIHAF Unit.

Low Income Units" shall mean the forty- nine ( 49) Units to be developed and sold for an Affordable Purchase Price to Low Income Households which are not LMIHAF Units as follows:
thirty ( 30) 2- bedroom, seventeen ( 17) 3- bedroom, and two ( 2) 4- bedroom Units in the Project. The term " Low Income Unit" shall mean each of the Low Income Units. The Low Income Units are identified on Exhibit B.

Moderate Income Household" shall mean a household whose income does not exceed 120% ofArea Median Income adjusted for family size.

Owner" shall mean Housing Land Trust Ventura County, a California nonprofit public benefit corporation, and any permitted assignee or nominee expressly permitted by this Agreement.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 PSHH" shall mean People' s Self -Help Housing Corporation, a California nonprofit public benefit corporation, and any permitted assignee or nominee expressly permitted by the DDA.

Permitted Transfer" shall mean any Transfer ofthe Property, the Project, or any portion thereof or interest therein that is pre -approved in writing by the City or expressly permitted by the terms of the DDA and this Agreement.

Person" shall mean an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company or other entity, domestic or foreign.

Plans" shall mean any architectural and construction plans and drawings prepared for the Project in accordance with the DDA.

Release of Construction Covenants" shall mean the Release of Construction Covenants, discussed in Section 415 of the DDA.

Scope of Development" shall mean Exhibit No. 5 to the DDA.

Transfer" shall mean:
i) the sale, agreement to sell, transfer or conveyance of the Property, the Project, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment sale contract or similar instrument affecting all or a portion of the Property or Project, the lease of all or substantially all of the Property or Project, except as provided in subparagraph ( iii) below, or the appointment of a receiver or trustee to operate or exercise direct or indirect control over any portion of or interest in the Project or to operate or exercise direct or indirect control over any interest in any general partner or member of Owner or any general partner or member of a general partner or member of Owner. ii) " Transfer" shall also include the transfer, assignment, hypothecation or conveyance of legal or beneficial ownership of any interest in Owner or any general partner or member of Owner or of any general partner or member of a general partner or member of Owner, or any conversion of Owner to an entity form other than that of Owner at the time of execution of the DDA, except that, a cumulative change in ownership interest of any general partner of the Owner of forty-nine percent ( 49%) or less shall not be deemed a " Transfer" for purposes of this Agreement.

A) The transfer of Owner' s interests under the DDA and the Property from Owner to Housing Trust VC for financing purposes prior to the development ofthe Project subject to the conditions in Section 204 of the DDA, and the transfer of the Property, the Housing Trust VC interests under this Agreement, the Development Ground Lease and any Homeowner Ground Leases then in existence from Housing Trust VC to Owner upon receipt of financing by the Housing Trust VC for the Project subject to the conditions in Section 204 ofthe DDA; B) The entry into the Development Ground Lease pursuant to all of the terms and conditions of the DDA; and
C) The sale of a Unit to a Low Income Household or Moderate Income Household and entry into the Homebuyer Ground Lease related to that Unit pursuant to all of the terms and conditions of the DDA.

Units" shall mean collectively the seventy- eight (78) residential dwelling units developed on the Property, each a " Unit" herein.

2. General. Owner hereby covenants and agrees ( for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof or any interest therein) that the Project shall be constructed, owned, operated, and maintained in accordance with the terms and conditions of this Agreement, including, without limitation, the above -referenced recitals which are incorporated as part of this Agreement.

3. Uses; Leases.
a. Owner covenants and agrees ( for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof or any interest therein) that Owner and its successors and assigns shall use the Property exclusively to provide affordable for -sale housing for Low Income Households and Moderate Income Households as set forth in the DDA and this Agreement. The Project shall be developed in accordance with and within the limitations established in the DDA, including, without limitation, the Scope of Development and Plans approved by the City pursuant to the DDA and permits issued by the City. b. Owner covenants and agrees ( for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that Owner and its successors and assigns shall use the Property as follows:
i) Owner and its successors and assigns shall develop the Project on the Property exclusively to provide affordable housing for Low Income Households and Moderate CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Income Households, as provided in this Agreement, the Grant Deed, the DDA, the Development Ground Lease, and the Homeowner Ground Lease;
ii) Ten ( 10) LMIHAF Units, forty-nine ( 49) Low Income Units, and nineteen 19) Moderate Income Units shall be constructed on the Property and sold to Low Income Households and Moderate Income Households at an Affordable Purchase Price in accordance with this Agreement, the Grant Deed, the DDA, the Development Ground Lease, and the Homeowner Ground Lease. The LMIHAF Units must satisfy certain affordability requirements due to the use by the City of, among other funds, Low and Moderate Income Housing Asset Funds maintained by the City pursuant to California Health and Safety Code Sections 34176 and 34176. 1 to acquire the Property, the Inclusionary Housing Requirements, and affordability requirements under the Density Bonus Law related to Project entitlement approvals. Accordingly, for the LMIHAF Unit Restricted Period, the LMIHAF Units must meet all of the affordability requirements under California Health and Safety Code Section 50052. 5( b)( 3) and the corresponding regulations adopted by HCD, including, without limitation, California Code of Regulations, Title 25, Section 6920;
iii) PSHH shall be responsible for obtaining all source documentation evidencing income as required by the DDA and this Agreement. PSHH shall cooperate with the City prior to the initial sale of any Unit. PSHH agrees to provide notice to the City, in writing, prior to beginning to market Units and shall have received City approval of a marketing plan Marketing Plan") consistent with the terms and provisions ofthe DDA. The marketing and sale of the Units shall be completed and reports shall be provided to the City in accordance and consistent with the City -approved Marketing Plan;
iv) Prior to initial sale and occupancy ofthe first Unit, PSHH shall prepare and submit to the City Manager or designee for approval all documents required to be submitted pursuant to the Davis -Stirling Common Interest Development Act, including, but not limited to articles of incorporation, by-laws, a condominium plan, and Covenants, Conditions and Restrictions required by the City' s conditions of approval for the Project (" CC& Rs"). The CC& Rs shall be recorded against the homeowner' s leasehold interests in the Units and shall incorporate the maintenance obligations set forth in Section 4 of this Agreement or such other maintenance obligations as are approved by the City in the CC& Rs. The Property shall be maintained in accordance with the CC& Rs approved by the City.

C. At the Closing, Owner, as landlord, and PSHH, as tenant, shall enter in the Development Ground Lease, substantially in the form attached to the DDA as Exhibit No. 10.

Owner covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Property, or any part thereof, that, Owner shall comply with the provisions of the Development Ground Lease which gives the City certain rights as set forth in the Development Ground Lease.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 d. Upon Completion, PSHH shall sell the Units to Low Income Households and Moderate Income Households as set forth in the DDA and this Agreement, and Owner shall enter into the Homeowner Ground Lease for each Unit ( substantially in the form attached to the DDA as Exhibit No. 11) restricting the Unit' s affordability for 99 years. No Unit may be conveyed without entering into the Homeowner Ground Lease. A homeowners association ( the Homeowners Association") will be formed pursuant to the Davis -Stirling Common Interest Development Act and as required by the City' s conditions of approval for the Project. Owner covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Property, or any part thereof, that, it shall comply with the provisions of the Homeowner Ground Lease for each Unit which gives the City certain rights as set forth in the Homeowner Ground Lease. Upon the sale of a Unit in accordance with this Agreement, this Agreement shall remain on fee title to the Property to satisfy requirements related to the LMIHAF Units, the City' s Inclusionary Housing Requirements for the Project, and Density Bonus Law affordability requirements for the Project.
e. Owner covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Property, or any part thereof, that Owner and such successors and assigns shall not use the Property in a manner that is inconsistent with and shall comply with all terms and conditions of this Agreement, the Grant Deed, the DDA, the Development Ground Lease, and the Homeowner Ground Lease.

4. Maintenance of the Property. Owner covenants and agrees ( for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that the exterior of the improvements and the landscaping on the Property shall be maintained in a manner consistent with community standards which will uphold the value of the Property, in accordance with this Agreement, the DDA, and the City Municipal Code ( the " Code"), as follows:
a. Exterior Maintenance. All exterior, painted surfaces of any structures located on the Property shall be maintained at all times in a clean and presentable manner. Any such defacing marks shall be cleaned or removed within a reasonable time. b. Front and Side Exteriors. At all times, the front exterior and any visible side exteriors and yards, if any, shall be maintained in a clean, safe and presentable manner.

C. Graffiti Removal. All graffiti, and defacement of any type, including marks, words and pictures, must be removed from the Property and any necessary painting or repair completed within a reasonable time, but in no event more than one ( 1) week after notice from City. d. Landscaping. All landscaping surrounding the Property shall be maintained in a manner consistent with standards of the Code and any rules, regulations and standards adopted pursuant to the Code.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 e. Maintenance Prior to Sale. Prior to the sale ofthe Units, the portion ofthe Property and the improvements thereon that are then subject to the provisions of the Development Ground Lease shall be maintained and repaired, keeping the same in good condition and all repairs shall be made as may be required by this Agreement, the Agreement Containing Covenants, the CC& Rs, and the Code.
f. Inspection. In the event the City determines that the portions of the Property and the improvements thereon that are then subject to the provisions ofthe Development Ground Lease have not been maintained as required in this Agreement, the City, or its designee, on two (2) weeks' prior written notice of any noted code violations and maintenance deficiencies ( collectively, the Deficiencies"), shall have the right, but not the obligation, to enter the portions of the Property and the improvements thereon that are then subject to the provisions of the Development Ground Lease, correct any Deficiency thereon, and hold PSHH responsible for the cost thereof. Any cost incurred by the City to cure any such Deficiency, until paid, shall constitute a lien on the PSHH' s ground leasehold interest in the portions of the Property and the improvements thereon that are then subject to the provisions of the Development Ground Lease pursuant to Civil Code Section 2881.
g. Upon the sale of the Units, the purchasers of the Units and the Homeowners Association will take on the obligations of this Section 3 through the recordation of the CC& Rs to be approved by the City in Section 501( b) of the DDA.

5. Reporting Requirements. Owner covenants and agrees ( for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that Owner shall prepare and submit to the City an annual report as set forth in this Section. The annual report shall be due to the City on each and every May 1" ( or the next business day thereafter) commencing after the date ofthe 1st Unit sale and continuing throughout the 99-year covenant period ofthis Agreement. Each annual report, at a minimum, shall include:
a) Name( s) of each Unit Owner( s);
b) Property Addresses, including Unit numbers;
c) All Unit Types ( LMIHAF Unit, Low Income Unit, or Moderate Income Unit); d) Bedroom sizes for each Unit;
e) Original Sales Price and date purchased for each Unit; and f) Date Owner certified owner( s) is( are) occupying each Unit as a primary residence.

The City may from time to time during the term ofthis Agreement request additional or different information and, if such information is reasonably related to matters covered by this Agreement, Owner shall promptly supply such information in the annual reports required hereunder. Owner CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 shall maintain all necessary books and records, including property and financial records, and policies and procedures in accordance with requirements prescribed by the City with respect to all matters covered by this Agreement. Owner, at such time and in such forms as City may require, shall furnish to City statements, records, reports, data and information pertaining to matters covered by this Agreement. Upon reasonable advance request for examination by City, Owner, at any time during normal business hours, shall make available all of its records with respect to all matters covered by this Agreement. Owner shall permit City to audit, examine and make excerpts or transcripts from these records at City' s sole cost.

6. Prohibition Against Transfers; Right of First Refusal a. The qualifications and identity of Owner is of particular concern to the City. It is because of those qualifications and identity that the City has entered into the DDA with Owner.

No voluntary or involuntary successor in interest of Owner shall acquire any rights or powers under this Agreement or the DDA except as expressly set forth herein. b. Owner represents and agrees for itself and any successor in interest that prior to Completion and recordation of all of the Releases of Construction Covenants, it shall not assign or attempt to assign the DDA or this Agreement or any right therein or herein nor shall any other Transfer be permitted except as otherwise consented to by the City in writing. So long as Owner remains a nonprofit public benefit corporation, a routine change in individual members of the board of directors or officers of Owner shall not be deemed to constitute a significant change.

C. Owner represents and agrees for itself and any successor in interest that if at any time from time to time Owner receives from any third party a bona fide offer to purchase the Property on terms acceptable to Owner and Owner desires to sell the Property pursuant to said offer or a counter- offer from Owner, then Owner shall give written notice ofthe offer to the City.

Within ninety ( 90) Days after Owner gives the City written notice ofthe third -party offer, the City shall have the right to purchase the Property at the same price and on the same terms and conditions set forth in the third -party offer. The City may freely assign its rights hereunder to any third party.

To exercise its right, the City must agree to deposit in escrow with any escrow company in Ventura County, California, all moneys and instruments required by the terms of the offer to be paid or delivered to Owner on the same terms and conditions set forth in the third -party offer and shall also give Owner written notice ofthe City' s election to exercise its right offirst refusal. Ifthe City or its assignee) does not exercise its right to purchase in accordance with the provisions of this Section, Owner may sell the Property to the third party making the offer on the same terms and conditions set forth in that offer; provided, however, Owner has made every reasonable effort to sell the Property to another nonprofit housing corporation with Owner' s similar experience and reputation in the field of low- income housing ( including the management and sale of properties with income and affordability restrictions), and provided further that the City has approved such prospective buyer in advance in writing in accordance with the DDA and this Agreement and the sale complies with subsection f., below. If for any reason the Property is not sold to the party CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 making the offer, Owner shall give the City the same right to purchase the Property on receiving any subsequent offer from any third party that is acceptable to Owner. d. Owner represents and agrees for itself and any successor in interest that after recordation of all Releases of Construction Covenants, without the prior written approval of the City (not to be unreasonably withheld, conditioned or delayed), there shall be no significant change in the ownership of Owner or in the relative proportions thereof, or with respect to the identity of the parties in control of Owner or the degree thereof, by any method or means. So long as Owner remains a nonprofit public benefit corporation, a routine change in individual members of the board of directors or officers of Owner shall not be deemed to constitute a significant change. e. Owner shall each promptly notify City of any and all changes whatsoever in the identity of the parties in ownership and/ or in control of Owner or the degree thereof, of which it or any ofits officers have been notified or otherwise have knowledge or information. f. Owner represents and agrees for itself and any successor in interest that after recordation of all Releases of Construction Covenants, without the prior written approval of the City, Owner shall not assign or attempt to assign the DDA or this Agreement or any right herein, nor make any other Transfer, without the prior written approval of the City Manager or designee, except as expressly permitted by the DDA and this Agreement. Any proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by City to fulfill the obligations undertaken in the DDA and this Agreement by Owner.

Any such proposed transferee, by instrument in writing satisfactory to City and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of City shall expressly assume all ofthe obligations of Owner under the DDA and all documents recorded or to be recorded as required by the DDA, the Grant Deed, this Agreement, the Development Ground Lease, and the Homeowner Ground Leases ( if any at such time), and agree to be subject to all conditions and restrictions applicable to Owner in the DDA and all documents recorded or to be recorded as required by the DDA, the Grant Deed, this Agreement, the Development Ground Lease, and the Homeowner Ground Leases ( if any at such time). There shall be submitted to City for City' s prior review and written approval all instruments and other legal documents proposed to affect any such Transfer, and if approved by City, its approval shall be indicated to Owner in writing.
g. In the absence of specific written agreement by City, no Transfer, or approval thereof by City, shall be deemed to relieve Owner or any other party from any obligations under this Agreement.
h. Except as otherwise provided herein, City shall not be obligated to approve any proposed assignment of the rights of Owner hereunder or under the DDA ifthe proposed assignee does not have the qualifications, development experience or financial capability necessary and adequate to fulfill the obligations undertaken in the DDA and this Agreement by Owner or approve any Transfer ifthe City Manager reasonably determines, in light ofthe public funds committed in CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 acquisition ofthe Property and the public purposes ofthe DDA, that such approval is not otherwise in the public interest. Consent to any Transfer shall not be deemed to be a waiver of the right to require consent to future or successive Transfers.
i. In the case of any proposed Permitted Transfer, Owner shall submit to the City Manager or designee documentation reasonably demonstrating that the proposed assignment or transfer complies with the standards for a Permitted Transfer described in the definition ofthe term Permitted Transfer". Upon approval of such documentation, which shall not be unreasonably withheld, conditioned or delayed, the City Manager or designee shall confirm to Owner and the proposed assignee or transferee in writing that such transfer complies with the standards set forth in the respective provisions of this Agreement.

7. No Encumbrances. There shall be no mortgages, deeds of trust or other forms of conveyance permitted against the fee interest in the Property at any time, except for Transfers which are expressly permitted in the DDA or which are consented to in writing by the City.

8. Default. Failure or delay by either party to perform any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other party, constitutes a default under this Agreement, except that ifthe default is such that it is not reasonably capable ofbeing cured within thirty (30) days, and the party in default (i) initiates corrective action within said period, and ( ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then the party in default shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by the non -defaulting party; provided, however, in no event shall such additional time to cure exceed one hundred eighty ( 180) days after receipt of the notice of default. The non -defaulting party shall give written notice of default to the party in default specifying the default complained ofby the injured party. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default.

9. Further Assurances. At City' s reasonable request and at Owner' s expense, Owner shall execute, acknowledge and deliver any other instruments and perform any other acts necessary, desirable or proper ( as determined by City) to carry out the purposes ofthis Agreement.

10. Relationship of Parties. City neither undertakes nor assumes any responsibility or duty to Owner or to any third party with respect to the Project pursuant to the DDA or this Agreement.

Nothing contained in this Agreement or other document or instrument made in connection with this Agreement shall be deemed or construed to create a partnership, tenancy in common, joint tenancy, joint venture or co ownership by or between City and Owner. City shall not be in any way responsible for the debts, losses, obligations or duties of Owner.

11. Severability. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed from this Agreement and the remaining parts shall remain in full force as though the invalid, illegal, or unenforceable portion had never been part of this Agreement.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

12. Heirs, Successors and Assigns. The terms of this Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns ofthe parties; provided however, that this Section does not waive the restrictions against assigning this Agreement.

13. Rights Cumulative, No Waiver. All City' s rights and remedies provided in this Agreement, granted by law or otherwise are cumulative and may be exercised by City at any time. City' s exercise of any right or remedy shall not constitute a cure of any default. No waiver shall be implied from any failure of City to take, or any delay by City in taking, action concerning any default or failure of condition under this Agreement, or from any previous waiver of any similar or unrelated default or failure of condition. Any waiver or approval under any of this Agreement must be in writing and shall be limited to its specific terms.

14. Time. Time is of the essence of each term of this Agreement.

15. Headings. All headings appearing in any ofthis Agreement are for convenience only and shall be disregarded in construing this Agreement.

16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Owner and all persons and entities in any manner obligated to City under this Agreement consent to the venue in the state court having jurisdiction where the property is located and also consent to service of process by any means authorized by California law.

17. Interpretation. This Agreement shall not be modified except by written instrument executed by all parties. Any reference in any part of this Agreement to the Project shall include all or any parts of the Project. Any reference to this Agreement includes any amendments, renewals or extensions approved by City. Any reference in this Agreement shall include all or any ofthe provisions ofthis Agreement unless otherwise specified.

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

19. Conflicts of Interest. No member, official or employee ofthe City shall have any personal interest, direct or indirect, in Owner or this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. The Owner warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement.

20. Nonliabilit. of Officials and Employ. No member, elected official, agent, officer or employee ofthe City shall be personally liable to the Owner in the event of any default or breach CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 by the City or for any amount which may become due to the Owner or on any obligations under the terms of this Agreement. In no event shall the City or any member, elected official, agent, officer or employee of City become in any way liable or obligated to the Owner or to any successor -in -interest ofthe Owner by reason of this Agreement.

21. No Third Party Beneficiaries. Notwithstanding anything in this Agreement to the contrary, there are no third party beneficiaries ofthis Agreement.

22. Legal Advice; Ambiguities. Owner represents and warrants that Owner has carefully read this Agreement; Owner has received independent legal advice from Owner' s legal counsel as to the matters set forth in this Agreement; and Owner is freely signing this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the City, or the City' s agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. This Agreement has been prepared and revised by attorneys for both parties so any rule of law or construction that ambiguities are to be construed against the party responsible shall not apply.

23. Term of This Agreement. The covenants established in this Agreement and any amendments hereto approved by the City and the Owner will, without regard to technical classification and designation, be binding for the benefit and in favor of the City, its successors and assigns. The requirements, covenants, and conditions ofthis Agreement will commence upon recordation ofthis Agreement and will remain in effect until the date that is ninety-nine (99) years after the date ofrecordation of this Agreement ( the " Term"). This Agreement will remain in effect throughout its full Term, notwithstanding any reconveyance of the Deed of Trust prior to the expiration ofthe full Term ofthis Agreement. Upon the expiration of the LMIHAF Unit Restricted Period for each LMIHAF Unit, such LMIHAF Unit shall cease to be a LMIHAF Unit under the DDA and hereunder and shall convert to a Low Income Unit such that upon the expiration of the LMIHAF Unit Restricted Period for the 1 Oth LMIHAF Unit, there shall thereafter be fifty-nine ( 59) Low Income Units which shall be sold to Low Income Households at an Affordable Purchase Price in accordance with this Agreement, the Grant Deed, the DDA, the Homeowner Ground Lease.

24. Enforcement of This Agreement. The City is deemed the beneficiary of the terms and provisions of this Agreement and the covenants herein, both for and in their own right and for the purposes ofprotecting the interests ofthe community and other parties, public or private, for whose benefit this Agreement and the covenants running with the land have been provided. The City will have the right, if the covenants are breached, to exercise all rights and remedies and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it is entitled, including, without limitation, specific performance and injunction.

25. Restrictive Covenants Run With the Land. The covenants set forth herein shall be covenants running with the land, shall bind Owner and all successors in interest, shall inure to the benefit ofthe City and their respective successors and assigns, and shall be enforceable by the City or its designee and their successors and assigns without regard to whether the City remains an CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 owner of any land or interest to which such covenants relate. By accepting title to the Property, Owner and any other person who acquires an interest in the Property agrees ( a) that all covenants and restrictions created by this Agreement are necessary in order to preserve the stock of affordable housing and are reasonable in light oftheir purposes, and (b) to abide by each and every covenant and restriction herein.

26. Notice. All written notices and demands under this Agreement shall be sufficiently given if. (a) personally delivered; ( b) delivered by same day or overnight courier ( acknowledged by receipt showing date and time of delivery); or (c) dispatched by registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth below. Notices personally delivered or delivered by courier shall be effective upon receipt or refusal to accept delivery. Mailed notices shall be effective on the earlier of (i) receipt ofrefusal to accept delivery, or (ii) 5 pm on the third business day following deposit in the United States mail, and addressed to the address of Owner or City appearing below. Notice of change of address may be given in the same manner.

To the Owner:

Housing Land Trust Ventura County
360 Mobil Avenue, Suite 213A
Camarillo, CA 93010
Attention: Chief Executive Officer
To the City:

City of Thousand Oaks
Attn: Community Development Department
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362
With a copy to:

City of Thousand Oaks
Attn: City Attorney
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362

27. Digital/ Electronic Signatures. To the extent permitted by then existing law, this Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce ( ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City -approved method. The presence of an electronic signature on this document shall be construed as the parties' consent to do business electronically.

City:

CITY OF THOUSAND OAKS
Andrew P. Powers, City Manager
ATTEST:

Laura B. Maguire, City Clerk
APPROVED AS TO FORM:

Tracy M. Noonan, City Attorney
APPROVED AS TO FORM:
an

KANE, BALLMER & BERKMAN
Susan Apy, City Special Counsel
Signatures Continue On Following Page]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Owner:

HOUSING LAND TRUST VENTURA COUNTY,
a California nonprofit public benefit corporation
By:

Name: Linda Braunschweiger
Title: Chief Executive Officer
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Exhibit A
Legal Description
TO BE ADDED]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Exhibit B
List of LMIHAF Units (" HSC"),
Low Income Units (" LOW"), and Moderate Income Units (" MOD") Unit Building Plan Affordability
no. type Type
1 1 3 LOW
2 1 4 LOW
3 1 5 MOD
4 1 6 LOW
5 1 7 MOD
6 1 6 MOD
7 1 5 LOW
8 1 4 LOW
9 1 3 LOW
10 2 3 LOW
11 2 4 LOW
12 2 5 LOW
13 2 6 MOD
14 2 1 HSC
15 2 2 HSC
16 2 6 MOD
17 2 5 LOW
18 2 2 HSC
19 2 1 HSC
20 2 6 Low
21 2 5 LOW
22 2 4 LOW
23 2 3 LOW
24 3 3 HSC
25 3 4 LOW
26 3 5 LOW
27 3 6 LOW
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Unit Building Plan Affordability
no. type Type
28 3 7 LOW
29 3 6 MOD
30 3 5 LOW
31 3 6 MOD
32 3 5 MOD
33 3 4 LOW
34 3 3 LOW
35 4 3 LOW
36 4 4 LOW
37 4 5 LOW
38 4 6 LOW
39 4 7 MOD
40 4 6 MOD
41 4 5 LOW
42 4 4 LOW
43 4 3 LOW
44 5 3 HSC
45 5 4 LOW
46 5 7 MOD
47 5 7 MOD
48 5 4 LOW
49 5 3 LOW
50 6 3 LOW
51 6 4 LOW
52 6 5 LOW
53 6 6 MOD
54 6 1 HSC
55 6 2 HSC
56 6 6 MOD
57 6 5 MOD
58 6 2 HSC
59 6 1 HSC
60 6 6 LOW
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Unit Building Plan Affordability
no. type Type
61 6 5 LOW
62 6 4 LOW
63 6 3 LOW
64 7 3 LOW
65 7 4 LOW
66 7 7 LOW
67 7 7 MOD
68 7 4 LOW
69 7 3 LOW
70 8 3 LOW
71 8 4 LOW
72 8 5 MOD
73 8 6 MOD
74 8 7 MOD
75 8 6 LOW
76 8 5 LOW
77 8 4 LOW
78 8 3 LOW
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SALES PRICE CALCULATION METHODOLOGY
BEHIND THIS PAGE]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 9

ENVIRONMENTAL INDEMNITY
behind this page]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 9

ENVIRONMENTAL INDEMNITY
THIS ENVIRONMENTAL INDEMNITY (" Indemnity"), dated as of 202, is made by PEOPLE' S SELF-HELP HOUSING CORPORATION, a California nonprofit public benefit corporation (" Developer") [ drafting note — PSHHC affiliate will likely be Developer — revise accordingly], in favor of the CITY OF THOUSAND OAKS, a municipal corporation of the State of California (" City").

WITNESSETH
WHEREAS, HOUSING LAND TRUST VENTURA COUNTY, a California nonprofit public benefit corporation (" Land Trust VC") [ drafting note; HTFVC may be current land owner at time this is signed; revise accordingly], is the current fee title owner of real property in the City of Thousand Oaks, which is more particularly described on Exhibit A attached hereto and made a part hereof, and the real property improvements thereon ( collectively referred to as the Property");
WHEREAS, Developer has a leasehold interest in the Property pursuant to that certain Development Ground Lease with Land Trust VC dated as of , 20_; WHEREAS, Developer, Land Trust VC, and City entered into that certain Disposition and Development Agreement dated as of March 19, 2024, as the same be amended or modified from time to time ( the " DDA"), pursuant to which the City conveyed the Property to Land Trust VC, and seventy- eight (78) units of affordable for -sale units will be developed on the Property and sold to income qualified purchasers, as set forth in more detail in the DDA; WHEREAS, Developer has agreed to execute and deliver to the City this Indemnity to induce the City to enter into the DDA and convey the Property in accordance with the DDA.

NOW, THEREFORE, in consideration ofthe foregoing and in consideration ofthe mutual agreements hereinafter set forth, Developer hereby agrees with the City as follows:

Section 1. DEFINITIONS
For the purpose of this Indemnity, " Hazardous Materials" or " Hazardous Substances" will include, but not be limited to, substances defined as " extremely hazardous substances," hazardous substances," " hazardous materials," " hazardous waste" or " toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S. C. Sections 11001- 11050; the Hazardous Materials Transportation Act, 49 U.S. C. Sections 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S. C. Sections 6901, et seq.; and those substances defined as " hazardous waste" in Section 25117 of the California Health and CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Safety Code, as " infectious waste" in Section 25117. 5 of the California Health and Safety Code, or as " hazardous substances" in Section 25316 of the California Health and Safety Code or hazardous materials" as defined in Section 353 of the California Vehicle Code; and in the regulations adopted and publications promulgated pursuant to said laws. " Hazardous Materials" or " Hazardous Substances" do not include materials customarily used in the construction, development, operation or maintenance of real estate, provided such substances are used in accordance with all laws.

Other capitalized terms used in this Indemnity will have the meanings ascribed to them in the DDA with the same force and effect as if set forth in full below.

Section 2. COVENANTS AND INDEMNITY
The following covenants and indemnities are hereby given and made by Developer:

2. 1 Covenants.
a) Developer covenants that, while Developer is the ground lessee ofthe Property, it will comply with any and all laws, regulations, and/or orders which may be promulgated, from time to time, with respect to the discharge and/ or removal of Hazardous Materials, to pay immediately when due the costs ofthe removal of, or any other action required by law with respect to, any such Hazardous Materials, and to keep the Property free of any lien imposed pursuant to any such laws, regulations, or orders.
b) Developer covenants that the Property will not, while Developer is the ground lessee thereof, be used for any activities involving, directly or indirectly, the use, generation, treatment, storage, release, or disposal of any Hazardous Materials, except for de minimis quantities used at the Property in compliance with all applicable environmental laws and required in connection with the routine construction, operation and maintenance of the Property. c) Developer further agrees that Developer will not, while Developer is the ground lessee of the Property, release or dispose of any Hazardous Materials at the Property without the express written approval ofthe City and that any such release or disposal will be effected in strict compliance with all applicable laws and all conditions, if any, established by the City. d) The City will have the right, at any time, to conduct an environmental audit of the Property at the City' s expense, unless Hazardous Materials are found, then at Developer' s sole cost and expense, and Developer will cause Developer to cooperate in the conduct of any such environmental audit but in no event will such audit be conducted unless the City believes that such audit is warranted. Other than in an emergency, such audit will be conducted only after reasonable prior notice has been given to Developer and only in the presence of a representative of Developer.

Developer will give the City and its agents and employees access to the Property at all reasonable times to remove, or otherwise to mitigate against the effects of, Hazardous Materials.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 e) Developer will not, while Developer is the ground lessee ofthe Property, install, or permit to be installed, on the Property friable asbestos or any substance containing asbestos and deemed hazardous by federal or state regulations respecting such material, and, with respect to any such material currently present in the Property, Developer will promptly either (i) remove or cause to be removed any material that such regulations deem hazardous and require to be removed, or ii) otherwise comply with such federal and state regulations, at Developer' s sole cost and expense.

If Developer will fail to so do within the cure period permitted under applicable law, regulation, or order, the City may do whatever is necessary to eliminate said substances from the premises or to otherwise comply with the applicable law, regulation, or order, and the costs thereof will be added to the Obligations ( as hereinafter defined) of Developer under this Section 2. f) Developer will immediately advise the City in writing of any ofthe following:
i) any pending or threatened environmental claim against Developer or the Property, ( ii) any condition or occurrence on the Property that ( A) results in noncompliance by Developer with any applicable environmental law, ( B) could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability ofthe Property under any environmental law, or ( C) could reasonably be anticipated to form the basis of an environmental claim against the Property or Developer.

2. 2 Indemnity. Developer will indemnify, protect, and hold the City harmless from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements, or expenses ( including, without limitation, reasonable attorneys' and experts' fees and disbursements) of any kind or of any nature whatsoever ( collectively, the " Obligations") which may at any time be imposed upon, incurred by or asserted or awarded against the City and arising from or out of:
a) The presence of any Hazardous Materials on, in, under, or affecting all or any portion of the Property or any surrounding areas during the time that Developer is the ground lessee ofthe Property or caused or permitted by the action or inaction of the Developer;
b) The breach of any covenant made by Developer in Section 2. 1 hereof, or c) The enforcement by the City of any of the provisions of this Section 2. 2 or the assertion by Developer of any defense to its obligations hereunder.

Subject to the qualifications set forth in Section 2. 3, below, Developer will be liable for payment and performance of the Obligations to the full extent (but only to the extent) of the property and assets ( including the Property) which constitute security for such Obligations. If default occurs in the timely and proper payment and performance of any such Obligations ( after notice and reasonable opportunity to cure), any judicial proceedings brought by the City against Developer will be limited to the protection and preservation of the Property, the preservation, enforcement and foreclosure of the liens, mortgages, assignments, rights and security interests securing such Obligations and enforcement and collection of such Obligations for which Developer remains CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 directly liable as provided in this Section. Ifthere is a foreclosure of any such liens, mortgages, assignments, rights and security interests by power of sale or otherwise, no personal judgment for any deficiency thereon will be sought or obtained by the City against Developer, or its officers, directors, agents, attorneys, servants or employees. In no event shall Developer be liable for any Obligations resulting exclusively from the gross negligence and/ or willful misconduct ofthe City.

2. 3 Exceptions to Non -Recourse Liability. Notwithstanding the foregoing provisions of Section 2. 2 or any other agreements,
a) The City may proceed against any other person or entity whatsoever with respect to the enforcement of any guarantees, surety bonds, letters of credit, reimbursement agreements or similar rights to payment or performance; and b) The City may recover personally from any person or entity:
1) any damages, costs and expenses incurred by the City as a result of the negligence of such person or entity, involving, directly or indirectly, the use, generation, treatment, storage, release, or disposal of any Hazardous Materials by such person or entity or by others; provided, however, that neither Developer nor any officer, partner, agent, attorney, servant or employee ofDeveloper will have any personal liability ifthe act or omission complained ofwas performed in good faith and was not reckless, wanton, intentional or grossly negligent; 2) any damages, costs and expenses incurred by City as a result offraud or any criminal act or acts of Developer or any partner, shareholder, officer, director or employee of Developer, or of any general or limited partner of Developer; and 3) all court costs and attorneys' fees reasonably incurred in enforcing or collecting upon any of the foregoing exceptions ( provided that City will pay Developer' s reasonable court costs and attorneys' fees if Developer is the prevailing party in any such enforcement or collection action).

Section 3. DEVELOPER' S UNCONDITIONAL OBLIGATIONS

3. 1 Unconditional Obligations. Developer hereby agrees that the Obligations will be paid and performed strictly in accordance with the terms ofthis Indemnity, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of the DDA or affecting any ofthe rights ofthe City with respect thereto. The obligations of Developer hereunder will be absolute and unconditional irrespective of
a) The validity, regularity, or enforceability of the DDA or any other instrument or document executed or delivered in connection therewith; b) Any alteration, amendment, modification, release, termination, or cancellation of the DDA, or any change in the time, manner, or place of payment CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 of, or in any other term in respect of, all or any of the obligations of Developer contained in the DDA;
c) Any waiver of, or consent to any departure from, any provision contained in the DDA;
d) Any exculpatory provision in the DDA limiting the City' s recourse to property encumbered by the Deed of Trust, or to any other security, or limiting the City' s rights to a deficiency judgment against Developer; e) The insolvency or bankruptcy of Developer, or of any indemnitor or guarantor under any other indemnity or guarantee given in respect of the DDA; or f) Any other circumstance that might otherwise constitute a defense available to, or a discharge of, Developer, or any other indemnitor or guarantor with respect to the DDA or any or all ofthe Obligations.

3. 2 Continuation. This Indemnity ( a) is a continuing indemnity and will remain in full force and effect until the satisfaction in full of all of the Obligations ( notwithstanding the termination of the DDA); and ( b) will continue to be effective or will be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the City upon the insolvency, bankruptcy, or reorganization of Developer or otherwise, all as though such payment had not been made.

3. 3 Termination. Notwithstanding the payment ( and performance) in full of all of the Obligations and the performance in full of all of Developer' s obligations under the DDA, this Indemnity will not terminate if any ofthe following will have occurred:
a) The City has at any time or in any manner participated in the management or control of, taken possession of (whether personally, by agent or by appointment of a receiver), or taken title to the Property or any portion thereof, whether by foreclosure, deed in lieu of foreclosure, sale under power of sale or otherwise; or b) There has been a change, between the date hereof and the date on which all ofthe Obligations are paid and performed in full, in any Hazardous Materials laws, the effect of which may be to make a lender or mortgagee liable in respect of any of the Obligations, notwithstanding the fact that no event, circumstance, or condition of the nature described in paragraph ( a) above ever occurred.

Section 4. WAIVER
Developer hereby waives the following:
a) Promptness and diligence;
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 b) Notice of acceptance and notice of the incurrence of any obligation by Developer;
c) Notice of any action taken by the City or any other interested party under any DDA or under any other agreement or instrument relating thereto; d) All other notices, demands, and protests, and all other formalities of every kind, in connection with the enforcement of the Obligations, the omission of or delay in which, but for the provisions of this Section 4, might constitute grounds for relieving Developer of its Obligations hereunder;
e) The right to a trial by jury with respect to any dispute arising under, or relating to, this Indemnity;
f) Any requirement that the City protect, secure, perfect, or insure any security interest or lien in or on any property subject thereto; g) Any requirement that the City exhaust any right or take any action against Developer or any other person or collateral; and
h) Any defense that may arise by reason of:
1) The incapacity, lack of authority, death or disability of, or revocation hereof by, any person or persons;
2) The failure of the City to file or enforce any claim against the estate in probate, bankruptcy, or any other proceedings) of any person or persons; or 3) Any defense based upon an election of remedies by the City, including, without limitation, an election to proceed by nonjudicial foreclosure or which destroys or otherwise impairs the subrogation rights of the City or any other right of the City to proceed against Developer.

Section 5. NOTICES
Any notice, demand, statement, request, or consent made hereunder will be in writing and will be personally served, mailed by first-class registered mail, return receipt requested, to the address set forth in the first paragraph of this Indemnity, above, of the party to whom such notice is to be given (or to such other address as the parties hereto, will designate in writing):

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 In the case of the Ci
City of Thousand Oaks
2100 E. Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Attn: Andrew P. Powers, City Manager
With a copy to:

City of Thousand Oaks
2100 E. Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Attn: City Attorney
In the case of Developer:
drafting note: insert name]
c/ o People' s Self -Help Housing Corporation
1060 Kendall Road
San Luis Obispo, CA 93401
Attn: Kenneth Trigueiro, CEO
With a copy to:
drafting note: insert name]
c/ o People' s Self -Help Housing Corporation
2901 N. Ventura Rd., Ste. 265
Oxnard, CA 93036
Attn: Veronica Z. Garcia, Chief Real Estate Development Officer Any notice that is personally delivered ( including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), will be deemed received on the documented date ofreceipt; and any notice that is sent by registered or certified mail, postage prepaid, return receipt required will be deemed received on the date of receipt thereof.

Section 6. MISCELLANEOUS

6. 1 Developer will make any payment required to be made hereunder in lawful money of the United States of America, and in same day funds, to the City at its address specified herein.

6. 2 No amendment of any provision of this Indemnity will be effective unless it is in writing and signed by Developer and the City, and no waiver of any provision of this Indemnity, and no consent to any departure by Developer from any provision of this Indemnity, will be CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 effective unless it is in writing and signed by the City, and then such waiver or consent will be effective only in the specific instance and for the specific purpose for which given.

6. 3 No failure on the part ofthe City to exercise, and no delay in exercising, any right hereunder or under the DDA will operate as a waiver thereof, nor will any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies ofthe City provided herein and in the DDA are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law. The rights of the City under the DDA against any party thereto are not conditional or contingent on any attempt by the City to exercise any ofits rights under the DDA against such party or against any other person or collateral.

6. 4 Any provision of this Indemnity that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof and without affecting the validity or enforceability of such provision in any other jurisdiction.

6. 5 This Indemnity will (a) be binding upon Developer and its respective successors and assigns; and ( b) inure, together with all rights and remedies ofthe City hereunder, to the benefit of the City, its respective directors, officers, employees, and agents, any successors to the City' s interest in the Property, any other person who acquires any portion ofthe Property at a foreclosure sale or otherwise through the exercise of the City' s rights and remedies under the DDA or Deed of Trust, any successors to any such person, and all directors, officers, employees, and agents of all ofthe aforementioned parties. Without limiting the generality of clause ( b) of the immediately preceding sentence, the City may, subject to, and in accordance with, the provisions of the DDA, assign or otherwise transfer all or any portion of its rights and obligations under the DDA or Deed of Trust, to any other person, and such other person will thereupon become vested with all ofthe rights and obligations in respect thereof that were granted to the City herein or otherwise. None of the rights or obligations of Developer hereunder may be assigned or otherwise transferred without the prior written consent of the City.

6. 6 Developer hereby ( a) irrevocably submits to the jurisdiction of any California or federal court sitting, in each instance, in Ventura County in any action or proceeding arising out of or relating to this Indemnity, ( b) waives any defense based on doctrines of venue or forum non convenient or similar rules or doctrines, and (c) irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such California or federal court.

Developer irrevocably consents to the service of any and all process which may be required or permitted in any such action or proceeding to the address specified in the first paragraph of this Indemnity, above. Developer agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.

6. 7 The title ofthis document and the captions used herein are inserted only as a matter of convenience and for reference and will in no way define, limit, or describe the scope or the intent ofthis Indemnity or any ofthe provisions hereof.

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6. 8 This Indemnity will be governed by, and construed and interpreted in accordance with, the laws of the State of California applicable to contracts made and to be performed therein, except to the extent that the laws ofthe United States preempt the laws ofthe State of California.

6. 9 ( a) Counterparts. This Indemnity may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
b) Scanned Signatures. tures. In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image ( i.e. files with . pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing ( or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof.
c) Digital/Electronic Signatures. This Indemnity may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce ( ESIGN) Act and the California Uniform Electronic Transactions Act ( UETA) and are produced using a City -approved method. The presence of an electronic signature on this document shall be construed as consent to do business electronically.

Remainder of Page Intentionally Left Blank; Signatures on Following Page] CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 IN WITNESS WHEREOF, Developer has duly executed this Indemnity as ofthe date first set forth above.

DEVELOPER"
People' s Self -Help Housing Corporation, a
California nonprofit public benefit corporation
Name: Kenneth Trigueiro
Title: Chief Executive Officer & President
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Exhibit A

LEGAL DESCRIPTION
Real property in the City of Thousand Oaks, County of Ventura, State of California, described as follows:

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 10

FORM OF DEVELOPMENT GROUND LEASE
behind this page]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

GROUND LEASE
by and between

HOUSING TRUST FUND VENTURA COUNTY,

A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION

ASLANDLORD
and

AS TENANT
Dated as of , 20_
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 ARTICLE I. DEFINITION............................................................................................................. 2

1. 1 Definitions............................................................................................................... 2

1. 2 Exhibits................................................................................................................... 5 ARTICLE II. DEMISE OF PREMISES......................................................................................... 5

2. 1 Demise.................................................................................................................... 5

2. 2 Condition of Title.................................................................................................... 5

2. 3 Condition of Property............................................................................................. 6

2. 4 Environmental Disclosure....................................................................................... 6

2. 5 Release by Tenant................................................................................................... 7 ARTICLE III. TERM OF LEASE.................................................................................................. 7

3. 1 Term...................................................................................................................... 7

3. 2 Lease Year.............................................................................................................. 8 ARTICLE IV. RENT...................................................................................................................... 8

4. 1 Rent...................................................................................................................... 8

4. 2 Additional Rent....................................................................................................... 8

4. 3 Payment of Rent...................................................................................................... 8 ARTICLE V. TAXES, ASSESSMENTS AND OTHER CHARGES ........................................... 8

5. 1 Impositions.............................................................................................................. 8

5. 2 Tenant Right to Contest.......................................................................................... 9

5. 3 Tenant Duty to File................................................................................................. 9

5. 4 Utilities.................................................................................................................... 9 ARTICLE VI. DEVELOPMENT OF THE PROPERTY............................................................. 10

6. 1 Construction of Project......................................................................................... 10

6. 2 Construction Schedule.......................................................................................... 10

6. 3 Construction Standards......................................................................................... 10

6. 4 Easements; Reciprocal Easement/ Joint Use Agreement ....................................... 11

6. 5 Protection of Landlord.......................................................................................... 11

6. 6 Mechanic' s Liens and Stop Notices...................................................................... 11

6. 7 Right of Landlord to Satisfy Liens on the Property .............................................. 12

6. 8 Notice of Completion............................................................................................ 12

6. 9 Use of Plans.......................................................................................................... 12

6. 10 Cost of Construction............................................................................................. 12

6. 11 Conditions of Approval......................................................................................... 12 CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

6. 12 Fees and Permits................................................................................................... 13

6. 13 Construction Plans................................................................................................ 13

6. 14 Construction Pursuant to Plans............................................................................. 13

6. 15 Change in Construction Plans............................................................................... 13

6. 16 Rights of Access................................................................................................... 14

6. 17 Landlord Disclaimer............................................................................................. 14

6. 18 Defects in Plans..................................................................................................... 14

6. 19 Equal Opportunity................................................................................................. 15

6. 20 Performance and Payment Bonds......................................................................... 15

6. 21 Insurance Requirements........................................................................................ 15

6. 22 Marketing Plan...................................................................................................... 15

6. 23 Condominium Documents.................................................................................... 15

6. 24 DRE Approval...................................................................................................... 16 ARTICLE VII. SALE OF THE UNITS AND USE OF THE PROPERTY ................................. 16

7. 1 Permitted Uses...................................................................................................... 16

7. 2 Provision of Affordable Ownership Housing....................................................... 16

7. 3 Homebuyer Financing........................................................................................... 17

7. 4 Obligation to Refrain from Discrimination........................................................... 18

7. 5 Maintenance of the Project................................................................................... 19

7. 6 Tenant Right to Contest........................................................................................ 20

7. 7 Hazardous Materials............................................................................................. 20 ARTICLE VIII. OWNERSHIP OF PROJECT............................................................................ 22 ARTICLE IX. INSURANCE........................................................................................................ 22

9. 1 Insurance............................................................................................................... 22 ARTICLE X. INDEMNIFICATION BY TENANT.................................................................... 24 ARTICLE XI. DAMAGE AND DESTRUCTION...................................................................... 24

11. 1 Damage or Destruction......................................................................................... 24

11. 2 Rebuilding by Tenant............................................................................................ 25

11. 3 Disbursement of Funds......................................................................................... 25

11. 4 Notice Required.................................................................................................... 25

11. 5 Removal of Debris................................................................................................ 26

11. 6 Tenant' s Right to Terminate.................................................................................. 26 ARTICLE XII. LANDLORD' S RIGHT TO PERFORM TENANT' S COVENANTS ................ 26 ARTICLE XIII. EMINENT DOMAIN........................................................................................ 27 CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

13. 1 Eminent Domain....................................................................

13. 2 Notice. 28

13. 3 Total or Substantial Taking ....................................................

13. 4 Temporary Taking.................................................................

13. 5 Partial Taking.........................................................................

13. 6 No Payment if in Default....................................................... 27 28
29 29
30 ARTICLE XIV. MORTGAGES................................................................................................... 30

14. 1 Leasehold Mortgages............................................................................................ 30

14. 2 Rights of Leasehold Mortgagee............................................................................ 30

14. 3 Non -Subordination of Fee..................................................................................... 34

14. 4 Subsequent Transfers............................................................................................ 34

14. 5 Landlord' s and City' s Rights Under Leasehold Mortgages ................................... 35

14. 6 No Voluntary Surrender/ Modification.................................................................. 36

14. 7 Leasehold Mortgagee Right to Pay Landlord Obligations ................................... 36

14. 8 Amendments for the Benefit of Leasehold Mortgagees ....................................... 36 ARTICLE XV. ASSIGNMENT, TRANSFER, SUBLETTING .................................................. 36

15. 1 Restrictions on Transfer or Assignment by Tenant .............................................. 36

15. 2 Procedure for Obtaining Landlord' s Consent........................................................ 37

15. 3 Limitations............................................................................................................ 38

15. 4 Involuntary and Other Transfers........................................................................... 39

15. 5 Assumption Agreement and Release.................................................................... 39

15. 6 Sale by Landlord................................................................................................... 39 ARTICLE XVI. BREACHES, REMEDIES AND TERMINATION .......................................... 40

16. 1 Event of Default.................................................................................................... 40

16. 2 Notice and Opportunity to Cure............................................................................ 41

16. 3 Remedies Upon Default........................................................................................ 41

16. 4 Right to Receiver.................................................................................................. 43

16. 5 Remedies Cumulative........................................................................................... 43

16. 6 No Election of Remedies...................................................................................... 43

16. 7 Survival of Obligations......................................................................................... 43

16. 8 No Waiver............................................................................................................. 44 ARTICLE XVII. GENERAL PROVISIONS............................................................................... 44

17. 1 Estoppel Certificates............................................................................................. 44

17. 2 Quiet Enjoyment................................................................................................... 44

17. 3 Landlord's Right to Enter the Property ................................................................. 44

17. 4 Representations of Landlord and Tenant.............................................................. 44 CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

17. 5 Miscellaneous....................................................................................................... 45 EXHIBIT A: Legal Description ofProperty
EXHIBIT B: Memorandum of Ground Lease
EXHIBIT C: HCD Lease Rider [drafting note: to be attached ifHCDfunding available at closing]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

GROUND LEASE
THIS GROUND LEASE ( this " Lease") is entered into as of , 20 ( the " Effective Date"), by and between the Housing Trust Fund Ventura County, a California nonprofit public benefit corporation ( the " Landlord"), and ( the Tenant"). Landlord and Tenant are individually referred to as a " Party" and collectively referred to as the " Parties."

RECITALS
A. Landlord is organized exclusively for charitable purposes, including facilitating the development of affordable housing for low and moderate income residents of Ventura County"
B. A goal of Landlord is to stimulate the conveyance of decent, affordable housing among low to moderate income people by providing access to housing for such persons at affordable prices through the long- term leasing of land underlying said housing.

C. Landlord is the owner ofthe real property in the City ofThousand Oaks, County of Ventura, all as more particularly described in Exhibit A, attached hereto and incorporated herein by this reference (the " Property").

D. The City of Thousand Oaks, a municipal corporation, and any assignee of, or successor to, the rights, powers, and responsibilities of the City (the " City"), Landlord' s affiliate, the Housing Land Trust Ventura County, a California nonprofit public benefit corporation ( the Land Trust"), and People' s Self -Help Housing Corporation, a California nonprofit public benefit corporation (" PSHHC") entered into that certain Disposition and Development Agreement, dated as of , 2024, as it may be amended or modified from time to time ( the " DDA"), governing the disposition and development ofthe Property. Prior to or concurrently with the execution of this Lease, the City has executed a grant deed conveying the Property for One Dollar ($ 1. 00) to the Land Trust pursuant to the DDA (" Grant Deed"). For that reason, the City has certain rights under this Lease.

E. Pursuant to the DDA, the City has recorded that certain Agreement Containing Covenants and Declaration of Covenants and Restrictions, dated as of the date of this Lease, and recorded against the Property, as it may be amended or modified from time to time ( the Agreement Containing Covenants").

F. Concurrently with the execution ofthis Lease, the Land Trust has conveyed the Property to the Landlord for One Dollar ($1. 00) for financing and development purposes and the Landlord has assumed the Land Trust' s obligations under the DDA, Grant Deed, Agreement Containing Covenants, and related documents. [ drafting note — to be confirmed at closing — otherwise delete recital]
G. As required in the DDA and the Agreement Containing Covenants, Tenant shall construct on the Property 78 affordable for -sale townhome condominium units and related common area and thereafter be responsible for selling the units at an Affordable Purchase Price CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 to persons of low and moderate income, as more particularly described in this Lease, the DDA, and the Agreement Containing Covenants(the " Project").

H. Tenant has satisfied the conditions precedent to the ground lease ofthe Property, as set forth in the DDA. Therefore, the Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord, the Property, upon the terms and conditions set forth in this Lease, for the undertaking of the Project.

NOW, THEREFORE, for and in consideration of the covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows.

ARTICLE I.

DEFINITION

1. 1 Definitions. The following terms shall have the meanings set forth in the Sections referenced below whenever used in this Lease and the Exhibits attached hereto. Additional terms are defined in the Recitals and text of this Lease.

1. 1. 1 " Additional Rent" is defined in Section 4. 2.

1. 1. 2 " Agreement Containing Covenants" is defined in Recital E.

1. 1. 3 " Affordable Homes" is defined as the 78 condominium units to be constructed in the Project and to be sold to Eligible Purchasers at an Affordable Purchase Price.

The Affordable Homes shall consist of the LMIHAF Units, the Low Income Units, and the Moderate Income Units.

Covenants.

1. 1. 4 " Affordable Purchase Price" is defined in the Agreement Containing

1. 1. 5 " Applicable Laws" is defined in Section 6. 3.

1. 1. 6 " Area Median Income" is defined in the Agreement Containing

1. 1. 7 " Award" is defined in Section 13. 1. 1.

1. 1. 8 ' Base Rent is defined in Section 4. 1.

1. 1. 9 " CC& Rs is defined in Section 6. 23.

1. 1. 10 " City" is defined in Recital D.

1. 1. 11 " Claims" is defined in Article X.

1. 1. 12 " Commencement Date" is defined in Section 3. 1.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

1. 1. 13 " Conditions of Approval' is defined in Section 6. 11

1. 1. 14 " Construction Plans" is defined in Section 6. 13.

1. 1. 15 " DDA" is defined in Recital D.

1. 1. 16 " Default Rate" is defined in Article XII.

1. 1. 17 " Deficiencies" is defined in Section 7. 5. 2.

1. 1. 18 " Eligible Purchaser" shall mean a household that income qualifies as a Low Income Household or a Moderate Income Household and is otherwise qualified to purchase a LMIHAF Unit, a Low Income Unit or a Moderate Income Unit as further set forth in the Agreement Containing Covenants.

1. 1. 19 " Environmental Laws" is defined in Section 7. 7. 4. 2.

1. 1. 20 " Events of Default" is defined in Section 16. 1

1. 1. 21 " Expiration Date" is defined in Section 3. 1.

1. 1. 22 " Force Majeure" is defined in Section 6. 2.

1. 1. 23 " Hazardous Materials" is defined in Section 7. 7. 4. 1.

1. 1. 24 " Hazardous Materials Claims" is defined in Section 7. 7. 1. 3.

1. 1. 25 " HCD" is defined as the California Department of Housing and Community Development.

1. 1. 26 " HCD Lease Rider" is defined as the lease rider required by HCD in connection with HCD financing to the Project, if any, as set forth in the attached Exhibit C, and as may be modified to conform to then current form required by HCD. [drafting note: delete references to HCD Lease Rider if no construction period HCD financing]

1. 1. 27 " Impositions" is defined in Section 5. 1.

1. 1. 28 " Indemnitees" is defined in Article X.

1. 1. 29 " Insurance Trustee" is defined in Section 11. 1.

1. 1. 30 " Land Trust" is defined in Recital D.

1. 1. 31 " Landlord" is defined as the Housing Trust Fund Ventura County, a California nonprofit public benefit corporation, and any permitted assignee or nominee expressly permitted by the DDA and Agreement Containing Covenants. Ifthe City exercises its Right of Reentry in the DDA, City (or its assignee or designee) shall thereafter be the Landlord hereunder.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

1. 1. 32 " Lease Termination" is defined in Sections 3. 1.

1. 1. 33 " Lease Year" is defined in Section 3. 2.

1. 1. 34 " Leasehold Mortgage" means a mortgage on the leasehold estate created by this Lease and held by a Leasehold Mortgagee, which is given as security for a Permitted Loan under the DDA.

1. 1. 35 " Leasehold Mortgagee" means the mortgagee or beneficiary of any Leasehold Mortgage and in the event of a transfer of such Leasehold Mortgage, the successor Leasehold Mortgagee, upon delivery ofwritten notice of the transfer to Landlord and City.

1. 1. 36 " LMIHAF Units" shall mean the ten ( 10) Affordable Homes to be developed and sold for an Affordable Purchase Price to Low Income Households as follows:
eight ( 8) 1- bedroom and two ( 2) 2- bedroom Units in the Project. The term " LMIHAF Unit" shall mean each of the LMIHAF Units.

1. 1. 37 " Low Income Household" means a household that qualifies as a " lower income household" pursuant to Health and Safety Code Section 50079. 5( a), generally being a household whose income does not exceed 80% ofthe Area Median Income adjusted for family size.

1. 1. 38 " Low Income Units" shall mean the forty- nine ( 49) Affordable Homes to be developed and sold for an Affordable Purchase Price to Low Income Households which are not LMIHAF Units as follows: thirty ( 30) 2- bedroom, seventeen ( 17) 3- bedroom, and two ( 2) 4- bedroom Units in the Project. The term " Low Income Unit" shall mean each of the Low Income Units.

1. 1. 39 " Memorandum" is defined in Section 3. 1.

1. 1. 40 " Notice of Breach" is defined in Section 16. 2. 1.

1. 1. 41 " Moderate Income Household" means a household whose income does not exceed 120% ofthe Area Median Income adjusted for family size.

1. 1. 42 " Moderate Income Units" shall mean the nineteen ( 19) Affordable Homes to be developed and sold for an Affordable Purchase Price to Moderate Income Households as follows: thirteen ( 13) 3- bedroom, and six ( 6) 4- bedroom, Units in the Project. The term " Moderate Income Unit" shall mean each of the Moderate Income Units.

1. 1. 43 " Notice of Intended Taking" is defined in Section 13. 1. 1.

1. 1. 44 " Official Records" means the Official Records of Ventura County.

1. 1. 45 " Partial Taking" is defined in Section 13. 1. 1.

1. 1. 46 " Payment Request" is defined in Section 11. 3.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

1. 1. 47 " Permitted Transfers" is defined in Section 15. 1. 1.

1. 1. 48 " Project" means the affordable ownership housing project and related improvements as described in Recital G and Section 6. 1.

1. 1. 49 " Property" is defined in Recital C.

1. 1. 50 " PSHHC" is defined in Recital D.

1. 1. 51 " Public Report" is defined in Section 6. 24.

1. 1. 52 " Rent" is defined in Section 4. 3.

1. 1. 53 " Substantial Taking" is defined in Section 13. 1. 1.

1. 1. 54 " Taking" is defined in Section 13. 1. 1.

1. 1. 55 " Temporary Taking" is defined in Section 13. 1. 1.

1. 1. 56 " Tenant" is defined as , and any permitted
assignee or nominee expressly permitted by the DDA and Agreement Containing Covenants.

1. 1. 57 " Term" is defined in Section 3. 1.

1. 1. 58 " Total Taking" is defined in Section 13. 1. 1.

1. 1. 59 " Transfer" is defined in Section 15. 1.

1. 1. 60 " Transfer Consent Request" is defined in Section 15. 2. 1.

1. 1. 61 " Uninsured Loss" is defined in Section 11. 6.

1. 2 Exhibits. The Exhibits referred to in this Lease and attached hereto are:

Exhibit A: Legal Description of Property
Exhibit B: Memorandum of Ground Lease
Exhibit C: HCD Lease Rider
ARTICLE II.

DEMISE OF PREMISES

2. 1 Demise. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Property for the Term and on the terms and conditions set forth in this Lease.

2. 2 Condition of Title. Landlord leases the Property to Tenant subject to all easements, covenants, conditions, restrictions and other title matters ofrecord existing as ofthe Effective Date, and all matters that would be apparent from an inspection ofthe Property on the Effective Date.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

2. 3 Condition of Property. THE TENANT SPECIFICALLY ACKNOWLEDGES

AND AGREES THAT THE LANDLORD IS CONVEYING AND THE TENANT IS ACCEPTING THE LEASEHOLD INTEREST IN THE PROPERTY ON AN " AS IS WITH ALL FAULTS" BASIS, AND THAT THE TENANT IS NOT RELYING ON ANY

REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS

OR IMPLIED, FROM THE LANDLORD OR THE CITY AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: ( A) THE

QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF THE

PROPERTY ( INCLUDING, WITHOUT LIMITATION, TOPOGRAPHY, CLIMATE,

AIR, WATER RIGHTS, WATER, GAS, ELECTRICITY, UTILITY SERVICES,

GRADING, DRAINAGE, SEWERS, ACCESS TO PUBLIC ROADS AND RELATED CONDITIONS); ( B) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND GROUNDWATER; ( C) THE

DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY' S USE,

HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE; ( D) THE

PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PROPERTY; AND ( E) THE CONDITION OF TITLE TO THE PROPERTY. THE

TENANT AFFIRMS THAT THE TENANT HAS NOT RELIED ON THE SKILL OR

JUDGMENT OF THE LANDLORD OR ANY OF ITS RESPECTIVE AGENTS,

EMPLOYEES OR CONTRACTORS TO SELECT OR FURNISH THE PROPERTY FOR

ANY PARTICULAR PURPOSE, AND THAT THE LANDLORD MAKES NO
WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE.

THE TENANT ACKNOWLEDGES THAT IT SHALL USE ITS INDEPENDENT

JUDGMENT AND MAKE ITS OWN DETERMINATION AS TO THE SCOPE AND

BREADTH OF ITS DUE DILIGENCE INVESTIGATION WHICH IT SHALL MAKE

RELATIVE TO THE PROPERTY AND SHALL RELY UPON ITS OWN

INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC AND

LEGAL CONDITION OF THE PROPERTY ( INCLUDING, WITHOUT LIMITATION,

WHETHER THE PROPERTY IS LOCATED IN ANY AREA WHICH IS DESIGNATED

AS A SPECIAL FLOOD HAZARD AREA, DAM FAILURE INUNDATION AREA,

EARTHQUAKE FAULT ZONE, SEISMIC HAZARD ZONE, HIGH FIRE SEVERITY

AREA OR WILDLAND FIRE AREA, BY ANY FEDERAL, STATE OR LOCAL AGENCY). THE TENANT UNDERTAKES AND ASSUMES ALL RISKS ASSOCIATED

WITH ALL MATTERS PERTAINING TO THE PROPERTY' S LOCATION IN ANY

AREA DESIGNATED AS A SPECIAL FLOOD HAZARD AREA, DAM FAILURE

INUNDATION AREA, EARTHQUAKE FAULT ZONE, SEISMIC HAZARD ZONE,

HIGH FIRE SEVERITY AREA OR WILDLAND FIRE AREA, BY ANY FEDERAL, STATE OR LOCAL AGENCY.

2. 4 Environmental Disclosure. To the extent the Landlord has copies of reports regarding the environmental condition of the Property, it has provided copies to Tenant ofthose reports known to exist; but the Parties acknowledge that Landlord will not be conducting a public records search of any regulatory agency file, although the Landlord urges Tenant to do so to satisfy itselfregarding the environmental condition ofthe Property. By execution of this CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Lease, Tenant: ( i) acknowledges its receipt of the foregoing notice respecting the environmental condition of the Property; (ii) acknowledges that it has had an opportunity to conduct its own independent review and investigation of the Property; ( iii) agrees to rely solely on its own experts in assessing the environmental condition ofthe Property and its sufficiency for its intended use; and ( iv) waives any and all rights Tenant may have to assert that the Landlord failed to disclose information about the environmental condition ofthe Property.

2. 5 Release by Tenant. Effective upon the Effective Date, Tenant WAIVES, RELEASES, REMISES, ACQUITS AND FOREVER DISCHARGES the Indemnitees and any person acting on behalf of the Landlord, from any and all Claims, direct or indirect, known or unknown, foreseen or unforeseen, which Tenant now has or which may arise in the future on account of or in any way arising out of or in connection with the condition of title to the Property, the physical condition of the Property, the presence of Hazardous Material in, on, under or about the Property, or any law or regulation applicable thereto including, without limiting the generality ofthe foregoing, all Environmental Laws, except for claims arising solely out of the gross negligence or intentional misconduct ofthe Landlord or its employees, officers or agents. The provisions of this Section 2. 5 shall survive the expiration or earlier termination of this Lease.

TENANT ACKNOWLEDGES THAT TENANT IS FAMILIAR WITH 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."

BY INITIALING BELOW, TENANT EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE WITH RESPECT TO THE FOREGOING RELEASE:

Tenant' s initials:

ARTICLE III.

TERM OF LEASE

3. 1 Term. The Parties shall execute a memorandum of this Lease substantially in the form set forth in Exhibit B attached hereto (" Memorandum") which shall be recorded in the Official Records. The term of this Lease ( the " Term") shall commence on the date that the Memorandum is recorded in the Official Records (" Commencement Date"). Unless sooner terminated under the provisions of this Lease, the Term ofthis Lease shall expire on the day preceding the fifth (5th) anniversary ofthe date ofrecording ofthe Memorandum provided that CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 this Lease will automatically extend until the date that all Affordable Homes have been sold in compliance with the DDA, the Agreement Containing Covenants, and Section 7.2 ofthis Lease the " Expiration Date"). The expiration or sooner termination of the Term shall be referred to as " Lease Termination."

3. 2 Lease Year. For purposes of this Lease, " Lease Year" shall mean each calendar year, or partial calendar year during the Term. Ifthe Commencement Date does not occur on January 1, then any amounts required to be paid under this Lease on a Lease Year basis shall be prorated on a per diem basis for the partial Lease Years that commence with the Commencement Date and end on the Expiration Date.

ARTICLE IV.

RENT

4. 1 Rent. The Tenant shall pay to Landlord, rent for the entire Term in the amount of Dollars ($ ) per year [to be set as determined by appraisal taking into account the affordability restrictions on the Property] (' Base Rent"). As of the Commencement Date, the Tenant has pre -paid the entire amount of Base Rent for the Tenn. [to discuss as part of financing plan]

4. 2 Additional Rent. Tenant also agrees to pay as rent all sums, Impositions ( as defined in Section 5. 1 below), costs, expenses, and other payments which Tenant in any of the provisions of this Lease assumes or agrees to pay ( collectively, " Additional Rent"). If Tenant fails to pay timely any Additional Rent, Landlord shall have ( in addition to all other rights and remedies) all the rights and remedies provided for herein or by law in the case of non- payment of rent, subject to the terms and conditions of this Lease.

4. 3 Payment of Rent. The Base Rent and Additional Rent shall be collectively referred to as " Rent" under this Lease. All Rent shall be paid to Landlord in lawful money ofthe United States at the place to which notices are to be delivered to Landlord, unless Landlord designates a different address for the payment of Rent in writing to Tenant.

ARTICLE V.

TAXES, ASSESSMENTS AND OTHER CHARGES

5. 1 Impositions. Tenant covenants and agrees to pay prior to delinquency, all real property taxes, possessory interest taxes, license and permit fees, sales, use or occupancy taxes, assessments whether general or special, ordinary or extraordinary, unforeseen, as well as foreseen, of any kind or nature whatsoever, pertaining to the Property or the Project or part thereof, including, but not limited to ( i) any assessment, levy, imposition or charge, in lieu of or substitution for real estate taxes, and (ii) any assessment for public improvements or benefits which is assessed, levied, or imposed upon or which becomes due and payable and a lien upon a) the Property or the Project or any part thereof or any personal property, equipment or other facility used in the operation thereof, ( b) the income received by Tenant from sales ofthe Affordable Homes, ( c) any use or occupancy of the Property or Project or part thereof, or (d) this transaction or, subject to the exclusions specified below, any document to which Tenant is a CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 party creating or transferring an estate or interest in the Property or part thereof. All of the foregoing are hereinafter referred to as " Impositions."

5. 1. 1 Exclusions. Impositions specifically shall exclude ( i) any income, franchise, gross receipts, estate, inheritance, transfer or gift tax imposed on Landlord, and (ii) any transfer tax imposed on any document to which Landlord is a party creating or transferring an estate or interest in the Property.

5. 1. 2 Installments. If, by law, any Imposition is payable, or may at the option of the taxpayer be paid, in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may pay the same together with any accrued interest on the unpaid balance of such Imposition in installments as the same respectively become due and before any fine or penalty may be added thereto for the nonpayment of any such installment and interest.

Any Impositions relating to tax years that are only partially included in the Term shall be prorated between Tenant and Landlord.

5. 1. 3 Evidence ofPayment. Upon request by Landlord, Tenant shall furnish, in form satisfactory to Landlord, evidence of payment prior to delinquency of all Impositions payable by Tenant.

5. 2 Tenant Right to Contest. Tenant shall have the right before any delinquency occurs to contest or object to the amount or validity of any Imposition by appropriate legal proceedings, but such right shall not be deemed or construed in any way as relieving, modifying or extending Tenant' s covenant to pay any such Imposition at the time and in the manner required by law. Any such contest shall be conducted in accordance with and subject to the requirements of Applicable Laws and otherwise in a manner that does not subject Landlord' s title to the Property to foreclosure or forfeiture. Tenant shall indemnify, defend, protect and hold Landlord harmless from and against all claims, damages, losses, liabilities, costs and expenses including without limitation attorneys' fees) incurred by Landlord as a result of any such contest brought by Tenant. During any contest of an Imposition, Tenant shall ( by payment of disputed sums, if necessary) prevent any advertisement of tax sale, foreclosure of, or any divesting of Landlord's title, reversion or other interest in the Property or the Project.

5. 3 Tenant Duty to File. Tenant shall have the duty of making or filing any exemption application, declaration, statement or report which may be necessary or advisable in connection with property tax exemption or the determination, equalization, reduction or payment of any Imposition which is or which may become payable by Tenant under the provisions of this Article V, and Landlord shall not be responsible for the contents of any such declaration, statement or report. To the extent applicable, Landlord shall ( at no additional cost to Landlord) in a timely manner, upon request of the Tenant, execute such documents as may be necessary for the Property to be exempt from real property taxes pursuant to Revenue and Taxation Code Section 236.

5. 4 Utilities. Tenant agrees to pay, or cause to be paid, all charges which are incurred by Tenant or which are otherwise a charge or lien against the Property or part thereof during the Term, for gas, water, electricity, light, heat or power, telephone or other communication service CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 use, or other utility use, rendered or supplied upon or in connection with the Property. Tenant shall also obtain, or cause to be obtained, without cost to Landlord, any and all necessary permits, licenses or other authorizations required for the lawful and proper installation and maintenance upon the Property of wires, pipes, conduits and other equipment for the supply of utilities to the Project. In no event shall Landlord have any liability to Tenant, and Tenant hereby releases Landlord, from any and all claims, including but not limited to consequential damages, lost profits and similar damages that Tenant may incur as a result of any interruption, curtailment or diminishment of such utilities, other than for the active negligence or willful misconduct of Landlord. Notwithstanding the foregoing, Tenant shall have the right to challenge the amount or validity of the foregoing charges, provided that doing so does not result in the Property being subjected to any lien or other encumbrance that is not itself adequately released, insured over or otherwise satisfied by Tenant after Tenant has exhausted its efforts to contest the same in accordance with all Applicable Laws.

ARTICLE VI.

DEVELOPMENT OF THE PROPERTY

6. 1 Construction of Project. Tenant agrees to construct on the Property a 78-unit condominium affordable home ownership project, together with related improvements in accordance with plans and specifications approved by the City, the Conditions of Approval, the DDA, and the Agreement Containing Covenants. The Project shall include eight ( 8) one - bedroom condominium units with a one car garage, thirty-two (32) two -bedroom condominium units with a two car garage, thirty ( 30) three -bedroom condominium units with a two car garages, and eight ( 8) four -bedroom condominium units with a two car garages; ( ii) seventeen 17) parking spaces, including four ( 4) disabled parking spaces; ( iii) driveways, curbs, gutters and walkways to provide vehicle and pedestrian access; and (iv) landscaping. All of the residential units will be subject to affordability restrictions pursuant to the DDA, the Agreement Containing Covenants, and Section 7.2.

6. 2 Construction Schedule. Tenant shall commence construction of the Project within thirty ( 30) days following the Commencement Date and shall diligently prosecute to completion the construction ofthe Project sufficient to allow City to issue a final certificate of occupancy for all Affordable Homes within thirty-six (36) months following commencement of construction, subject to delays due to causes beyond Tenant' s reasonable control and without its fault or negligence, including, without limitation, acts of God, or of the public enemy, acts ofthe government, acts of the other party, fires, floods, epidemics/ pandemics shelter- inplace/quarantine restrictions, strikes, freight embargoes, general scarcity of materials and unusually severe weather or delays of subcontractors due to such causes (" Force Majeure") and the City's issuance ofpermits and approvals, Tenant's failure to commence or complete the Project in accordance with the time periods specified in this Section 6. 2 shall be an Event of Default hereunder.

6. 3 Construction Standards. Tenant shall carry out and shall cause its contractors to carry out the construction ofthe Project and all subsequent improvements, alterations and replacements, in a first class and workmanlike fashion in accordance with the Construction Plans approved by Landlord, in compliance with all applicable state, federal, and local laws, rules, CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 ordinances, codes, and regulations, including without limitation, all applicable federal and state labor laws and standards, the City zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City' s Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S. C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq. ( all of the foregoing, collectively " Applicable Laws").

6. 4 Easements; Reciprocal Easement/ Joint Use Agreement. From time to time at Tenant' s request, Landlord shall, in a timely manner without undue delay, in its capacity as fee title owner to the Property, join in the grant of easements to public or private utility companies for utility service to and for the benefit ofthe Project. Landlord agrees to join in granting or dedicating such public or private utility or other easements as may be reasonably required for the development, maintenance, use, operation or enjoyment ofthe Property in accordance with this Lease; provided, however, any action taken by the Landlord, at the request of the Tenant pursuant to this Section, shall be without cost or expense to Landlord.

6. 5 Protection ofLandlord. Nothing in this Lease shall be construed as constituting the consent ofthe Landlord, express or implied, to the performance of any labor or services, or the furnishing of any materials or any specific improvements, alterations of or repairs to the Property or any part thereof, by any contractor, subcontractor, laborer or materialman such as to give rise to any right of any such contractor, subcontractor, laborer or materialman to file a mechanic' s lien or other claim against the fee title to the Property. Landlord shall have the right at all reasonable times to post, and keep posted, on the Property any notices which Landlord may deem necessary for the protection of Landlord and the Property from mechanic' s liens or other claims. Tenant shall give Landlord ten ( 10) days' prior written notice of the commencement of any work to be done on the Property to enable Landlord to post such notices. In addition, Tenant shall make, or cause to be made, timely payment of all monies due and legally owing to all persons doing any work or furnishing any materials or supplies to Tenant or any of its contractors or subcontractors in connection with the Property ( subject to Tenant' s right to contest the same in accordance with all Applicable Laws).

6. 6 Mechanic's Liens and Stop Notices. Tenant shall not allow to be placed on the Property or any part thereof any lien or stop notice on account of materials supplied to or labor performed on behalf of Tenant. If a claim of a lien or stop notice is given or recorded affecting the Project or the Property, Tenant shall within sixty ( 60) days of such recording or service: ( a) pay and discharge ( or cause to be paid and discharged) the same; or (b) effect the release thereof by recording and delivering ( or causing to be recorded and delivered) to the party entitled thereto a surety bond in sufficient form and amount; or (c) provide other assurance satisfactory to Landlord that the claim of lien or stop notice will be paid or discharged. Tenant shall indemnify, defend and hold Landlord harmless from and against liability, loss, damages, costs and expenses including reasonable attorneys' fees) incurred by or brought against Landlord for claims of lien of laborers or materialmen or others for work performed or materials or supplies furnished to Tenant or persons claiming under it.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

6. 7 Right of Landlord to Satisfy Liens on the Property. If Tenant fails to satisfy or discharge any lien or stop notice on the Property pursuant to and within the time period set forth in Section 6. 6 above, upon not less than ten ( 10) days' prior written notice to Tenant, the Landlord shall have the right, but not the obligation, to satisfy any such liens or stop notices at Tenant' s expense and without further notice to Tenant, and all sums advanced by Landlord for such purpose shall be payable to Landlord as Additional Rent. In such event Tenant shall be liable for and shall immediately reimburse Landlord for such paid lien or stop notice.

Alternatively, the Landlord may require Tenant to immediately deposit with Landlord the amount necessary to satisfy such lien or claim pending resolution thereof. The Landlord may use such deposit to satisfy any claim or lien that is adversely determined against Tenant. Tenant shall file a valid notice of cessation or notice of completion upon cessation of construction work on the Property for a continuous period ofthirty (30) days or more, and shall take all other reasonable steps to forestall the assertion of claims or liens against the Property. The Landlord may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the Landlord deems necessary or desirable to protect its interest in the Property.

6. 8 Notice of Completion. Upon completion of construction of any Improvement, Tenant shall file or cause to be filed in the Official Records a " notice of completion", in accordance with the California Civil Code, with respect to the subject work. Upon request of Landlord, Tenant shall make available to Landlord following the completion of the Project a full set of as -built plans for the Project.

6. 9 Use of Plans. The contracts relating to design and construction ofthe Project executed by and between Tenant or PSHHC and any architect, other design professional or any general contractor shall provide, in form and substance reasonably satisfactory to Landlord, for the assignment thereof to Landlord as security to Landlord for Tenant' s performance hereunder, and Landlord shall be furnished with any such contract, together with the further agreement of the parties thereto, that ifthis Lease is terminated due to Tenant's default, Landlord may, at its election, use any plans and specifications to which Tenant is then entitled pursuant to any such contract upon the payment of any sums due to any party thereto, subject to any prior rights of the Project construction lender or the City.

6. 10 Cost of Construction. Tenant shall be solely responsible for all direct and indirect costs and expenses incurred in connection with the development ofthe Property and the construction of the Project. Except as expressly set forth herein, all costs of designing, developing and constructing the Project and compliance with the Project approvals, including without limitation all off -site and on -site improvements required by City in connection therewith, shall be borne solely by Tenant and shall not be an obligation of the Landlord. If any Applicable Laws are hereafter changed so as to require during the Term any alteration ofthe Project, Tenant shall be solely responsible for such cost and expense.

6. 11 Conditions ofApproval. Tenant shall develop the Property in accordance with the terms and conditions of this Lease and in compliance with the terms and conditions of all approvals, entitlements and permits of any governmental body or agency with jurisdiction over the Project or the Property granted or issued as ofthe Effective Date or hereafter granted or issued in connection with development ofthe Project, including without limitation, all mitigation CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 measures imposed in connection with environmental review of the Project and all conditions of approval imposed in connection with any entitlements, approvals or permits (all of the foregoing approvals, entitlements, permits, mitigation measures and conditions of approval are hereafter collectively referred to as the " Conditions of Approval").

6. 12 Fees and Permits. Tenant shall have the sole responsibility for obtaining all necessary governmental permits and approvals for the construction of the Project, at Tenant's sole cost and expense. Landlord shall cooperate with Tenant in connection with obtaining any such governmental permits and approvals. Tenant shall be solely responsible for, and shall promptly pay when due, all customary and usual fees and charges of City and all other agencies with jurisdiction over development ofthe Property in connection with obtaining building permits and other approvals for the Project, including without limitation, those related to the processing and consideration of amendments, ifany, to the current entitlements, any related approvals and permits, environmental review, architectural review, historic review, and any subsequent approvals for the Project.

6. 13 Construction Plans. Tenant has submitted, and as of the Effective Date, the Building Division ofthe City's Community Development Department has approved the conceptual landscape plan for the Project. The Tenant shall submit and process until approved by the Building Division ofthe City's Community Development Department detailed construction plans for the Project ( the " Construction Plans"). As used herein Construction Plans means all construction documents upon which Tenant and Tenant's contractors shall rely in developing the Project ( including the landscaping, parking, and common areas) and shall include, without limitation, the site development plan, final architectural drawings, grading, landscaping ( including the submittal of landscape plans to comply with water requirements and requirements related to fuel modification), exterior lighting and signage plans and specifications, materials specifications, final elevations, and building plans and specifications. The Construction Plans and any modifications thereto shall be based upon the scope of development set forth in the DDA and upon the approvals issued by the City for the Project, and shall not materially deviate therefrom without the express prior written consent of Landlord and City.

6. 14 Construction Pursuant to Plans. Tenant shall develop the Project in accordance with the approved Construction Plans, the Conditions of Approval, and all other permits and approvals granted by the City pertaining to the Project. Tenant shall comply with all directions, rules and regulations of any fire marshal, health officer, building inspector or other officer of every governmental agency having jurisdiction over the Property or the Project. Each element of the work shall proceed only after procurement of each permit, license or other authorization that may be required for such element by any governmental agency having jurisdiction. All design and construction work on the Project shall be performed by licensed contractors, engineers or architects, as applicable.

6. 15 Change in Construction Plans. If Tenant desires to make any material change in the approved Construction Plans, Tenant shall submit the proposed change in writing to the Landlord for written approval, which approval shall not be unreasonably withheld or delayed if the Construction Plans, as modified by any proposed change, conform to the requirements of this Lease and any approvals issued by City after the Effective Date. Any changes to the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Construction Plans must also be submitted to and approved by the City in its land use authority capacity to be effective. Written authorization from the Landlord must be obtained before any of the following changes in the Project may be performed provided that Landlord will issue such approval only ifthe City has approved such changes in its land use authority capacity: ( i) any change in the work the cost of which exceeds Two Hundred Fifty Thousand Dollars ($ 250, 000); or ( ii) any set of changes in the work the cost of which cumulatively exceeds Two Million Five Hundred Thousand Dollars ($ 2, 500, 000); or ( iii) any material change in building materials or equipment, specifications, or the structural or architectural design or appearance of the Project as provided for in the plans and specifications approved by the Landlord. Unless Landlord notifies Tenant in writing that a proposed change is rejected or that Landlord requests a modification to such proposed change within twenty ( 20) days, it shall be deemed approved. If rejected by Landlord or City, the previously approved Construction Plans shall continue to remain in full force and effect. Any change in the Construction Plans required to comply with applicable codes or approved in writing by the City shall be deemed approved by Landlord.

6. 16 Rights of Access. For the purpose of ensuring that the construction ofthe Project is completed in compliance with this Lease, Tenant shall permit representatives ofthe Landlord or the City to enter upon the Property following 24 hours written notice ( except in the case of emergency in which case such notice as may be practical under the circumstances shall be provided. Such City rights are in addition to any right to enter and inspect the City may have as a governmental authority.

6. 17 Landlord Disclaimer. Tenant acknowledges that the Landlord is under no obligation, and Landlord does not undertake or assume any responsibility or duty to Tenant or to any third party, to in any manner review, supervise, or inspect the progress of construction or the operation of the Project. Tenant and all third parties shall rely entirely upon its or their own supervision and inspection in determining the quality and suitability ofthe materials and work, the performance of architects, subcontractors, and material suppliers, and all other matters relating to the construction and operation of the Project. Any review or inspection undertaken by the Landlord is solely for the purpose of determining whether Tenant is properly discharging its obligations under this Lease, and shall not be relied upon by Tenant or any third party as a warranty or representation by the Landlord as to the quality ofthe design or construction of the improvements or otherwise.

6. 18 Defects in Plans. Landlord shall not be responsible to Tenant or to any third party for any defect in the Construction Plans or for any structural or other defect in any work done pursuant to the Construction Plans. Tenant shall indemnify, defend (with counsel approved by Landlord) and hold harmless the Indemnitees from and against all Claims arising out of, or relating to, or alleged to arise from or relate to defects in the Construction Plans or defects in any work done pursuant to the Construction Plans whether or not any insurance policies shall have been determined to be applicable to any such Claims. Tenant's indemnification obligations set forth in this Section shall survive the expiration or earlier termination of this Lease. It is further agreed that Landlord does not, and shall not, waive any rights against Tenant which they may have by reason ofthis indemnity and hold harmless agreement because ofthe acceptance by Landlord, or Tenant's deposit with Landlord of any of the insurance policies described in this CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Lease. Tenant' s indemnification obligations pursuant to this Section shall not extend to Claims arising due to the gross negligence or willful misconduct ofthe Indemnitees.

6. 19 Equal Opportunity. There shall be no discrimination on the basis of race, color, religion, creed, sex, sexual orientation, gender identity, marital status, veteran status, ancestry, national origin, age or disability in the hiring, firing, promoting or demoting of any person engaged in construction work on the Property, and Tenant shall direct its contractors and subcontractors to refrain from discrimination on such basis.

6. 20 Performance and Payment Bonds. Prior to commencement of construction work on the Project, Tenant shall cause its general contractor to deliver to the Landlord copies of payment bond( s) and performance 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 ofthe Project. The bonds shall name the Landlord and the City as an obligee. In lieu of such performance and payment bonds, subject to Landlord' s and City' s prior written approval of the form and substance thereof, Tenant may submit evidence satisfactory to the Landlord and City of the contractor' s ability to commence and complete construction of the Project in the form of an irrevocable letter of credit, pledge of cash deposit, certificate of deposit, or other marketable securities held by a broker or other financial institution, with signature authority ofthe Landlord or City required for any withdrawal, or a completion guaranty in a form and from a guarantor acceptable to Landlord and City. Such evidence must be submitted to Landlord and City in approvable form in sufficient time to allow for Landlord' s and City' s review and approval prior to the scheduled construction start date.

6. 21 Insurance Requirements. Tenant shall maintain and shall cause its contractors to maintain all applicable insurance coverage specified in Article IX.

6. 22 Marketing Plan. Tenant shall submit for review to the Landlord and the City a marketing plan within six ( 6) months of the date ofthis Lease and shall have received Landlord and City prior written approval of a marketing plan consistent with the terms and provisions of this Lease and the Agreement Containing Covenants prior to marketing any of the Affordable Homes (" Marketing Plan"). Tenant shall provide notice to the Landlord and City, in writing, prior to beginning to market Affordable Homes. The Marketing Plan shall be in form and content reasonably acceptable to the City and consistent with other marketing plans for for -sale units in the City and shall include, at a minimum, the following: ( a) a marketing program; ( b) information for training sales staff, (c) information for homebuyer seminar(s); ( d) information for screenings, deposits, and waiting lists; ( e) lotteries for sale of the Affordable Homes separated by Low Income Units, Moderate Income Units, and LMIHAF Units; (f) sales price determinations in compliance with the DDA and Agreement Containing Covenants; and ( g) information on Eligible Purchaser income certifications.

6. 23 Condominium Documents. Prior to initial sale and occupancy of the first Affordable Home, Tenant shall prepare and submit for review to the Landlord and City for approval all documents required to be submitted pursuant to the Davis -Stirling Common Interest Development Act, including but not limited to articles of incorporation, by-laws, the condo plan, and the homeowner association' s covenants, conditions and restrictions required by the City' s CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Conditions of Approval for the Project (" CC& Rs"). The CC& Rs shall be recorded against the Tenant's leasehold interest in the Property and shall incorporate the maintenance obligations set forth in Section 7. 5 ofthis Lease or such other maintenance obligations as are approved by the City in the CC& Rs and any other conditions of approval of the Project. The Property shall be maintained in accordance with the CC& Rs approved by the Landlord and the City.

6. 24 DRE Approval. Prior to marketing, offering for sale, or sale of any Affordable Home, Tenant shall prepare and submit an application for, and receive, a public report for the Project from the California Department of Real Estate ( the " Public Report"). Tenant shall send copies of the public report to Landlord and the City within ten ( 10) days of receipt of the Public Report.

ARTICLE VII.

SALE OF THE UNITS AND USE OF THE PROPERTY

7. 1 Permitted Uses. Tenant shall use the Property only for the construction ofthe Project and the sale of Affordable Homes in the Project to Eligible Purchasers in accordance with the Grant Deed, the DDA, the Agreement Containing Covenants, and this Lease. Tenant shall not use the Property for any other purpose. Tenant shall not do or permit any activity on or about the Property that constitutes a public or private nuisance. At Tenant' s sole expense, Tenant shall procure and maintain all governmental licenses or permits required for the proper and lawful conduct of Tenant' s activities conducted on the Property.

7. 2 Provision ofAffordable Ownership Housing.

7. 2. 1 Income Levels and Affordable Purchase Price ofAffordable Units.

7. 2. 1. 1 Tenant shall sell six ( 6) of the four -bedroom Affordable Homes and thirteen ( 13) ofthe three -bedroom Affordable Homes ( which collectively are the Moderate Income Units) to Moderate Income Households that are Eligible Purchasers at an Affordable Purchase Price for Moderate Income Households as defined in and in compliance with the DDA and the Agreement Containing Covenants.

7. 2. 1. 2 Tenant shall sell two ( 2) of the four -bedroom Affordable Homes, seventeen ( 17) of the three -bedroom Affordable Homes, seventeen ( 17) of the three - bedroom Affordable Homes, and thirty ( 30) of the two -bedroom Affordable Homes ( which collectively are the Low Income Units) to Low Income Households that are Eligible Purchasers at an Affordable Purchase Price for Low Income Households as defined in and in compliance with the DDA and the Agreement Containing Covenants.

7. 2. 1. 3 Tenant shall sell two ( 2) of the two -bedroom Affordable Homes and eight ( 8) ofthe one -bedroom Affordable Homes ( which collectively are the LMIHAF Units) to Low Income Households that are Eligible Purchasers at an Affordable Purchase Price for the LMIHAF Units as defined in and in compliance with the DDA and the Agreement Containing Covenants.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

7. 2. 2 Income Verification and Qualification of Buyers. Prior to the sale of any Affordable Home, Tenant, working in conjunction with the City, shall select an initial buyer for the Affordable Home in accordance with the City -approved Marketing Plan. The Tenant, or its agent, shall submit to Landlord and City an income computation and certification from the buyer to verify the prospective buyer' s income meets the eligibility requirements established for the applicable Affordable Home as set forth in this Lease, the DDA, and the Agreement Containing Covenants. The City has the right to request that the City confirm that the prospective buyer is income qualified for the applicable Affordable Home and that the purchase price for the Affordable Home does not exceed an Affordable Purchase Price. If so requested, the City shall provide such confirmation in writing to Tenant and Landlord. The Tenant, or its agent, shall verify the income of each proposed buyer of the Affordable Homes by at least one ofthe following methods as appropriate to the proposed purchaser:

7. 2. 2. 1 obtain two ( 2) paycheck stubs from the two ( 2) most recent pay periods for each adult in the buyer household.

7. 2. 2. 2 obtain a true copy of an income tax return from the buyer household for the most recent tax year in which a return was filed.

7. 2. 2. 3 obtain an income verification certification from each employer of all persons in the buyer household.

7. 2. 2. 4 obtain an income verification certification from the Social Security Administration and/ or the California Department of Social Services if a person ran the buyer household receives assistance from such agencies.

7. 2. 2. 5 obtain an alternate form of reasonable income verification reasonably acceptable to the City.

7. 2. 3 Sale ofAffordable Units. Upon completion of the Project (or portion thereof enabling sale of Affordable Homes) and after issuance ofthe Public Report, Tenant shall sell the Affordable Homes to Eligible Purchasers as set forth in this Lease, the City -approved Marketing Plan, the DDA, and the Agreement Containing Covenants. Each Affordable Unit shall include 1/ 781h undivided interest in the common area ofthe Project as designated in the condominium plan recorded on the leasehold interest in the Property recorded in the Official Records as Document No. on , 2024. Upon each sale of each Affordable Unit, the Landlord, or the Land Trust ifit then owns the Property, shall enter into the Homeowner Ground Lease for each Unit ( substantially in the form attached as Exhibit No. 11 to the DDA) and release the Affordable Unit from the provisions ofthis Lease. The Agreement Containing Covenants will remain of record following the sales ofthe Affordable Homes.

7. 3 Homebuyer Financing. The Tenant, or its agent, will work with conventional mortgage and public lenders to assist each Eligible Purchaser with obtaining mortgage financing for the acquisition of the Affordable Homes, all on terms acceptable to Landlord and the Eligible Purchaser.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

7. 4 Obligation to Refrain from Discrimination. Tenant shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, gender identity, disability, age, marital status, ancestry, veteran status, or national origin of any person.

Tenant covenants for itself and all persons claiming under or through it, and the Lease is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision ( a) or d) of Section 12955 of the Government Code, as those bases are defined in n 12926, 12926. 1, subdivision ( m) and paragraph ( 1) of subdivision ( p) of Section 12955, and Section 12955. 2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Tenant or any person claiming under or through Tenant establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy oftenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or part thereof. Tenant shall include such provision in all deeds, leases, contracts and other instruments executed by Tenant, and shall enforce the same diligently and in good faith.

All deeds, leases or contracts made or entered into by Tenant, its successors or assigns, as to any portion of the Property or the improvements located thereon shall contain the following language:

7. 4. 1 Deeds. In deeds, the following language shall appear:
1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or ( d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision (m) and paragraph ( 1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment ofthe property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy oftenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land."
11( 2) Notwithstanding paragraph ( 1), with respect to familial status, paragraph ( 1) shall not be construed to apply to housing for older persons, as defined in Section 12955. 9 of the Government Code. With respect to familial status, nothing in paragraph ( 1) shall be construed to affect Sections 51. 2, 51. 3, 51. 4, 51. 10, 51. 11 and 799. 5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 ofthe Civil Code and subdivisions ( n), ( o), and (p) of Section 12955 ofthe Government Code shall apply to paragraph ( 1)."

7. 4.2 Leases. In leases, the following language shall appear:

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 1) The lessee herein covenants by and for the lessee and lessee' s heirs, personal representatives and assigns, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group ofpersons on account ofrace, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment ofthe property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy oftenants, lessees, sublessees, subtenants, or vendees in the property herein leased."
2) Notwithstanding paragraph ( 1), with respect to familial status, paragraph ( 1) shall not be construed to apply to housing for older persons, as defined in Section 12955. 9 of the Government Code. With respect to familial status, nothing in paragraph ( 1) shall be construed to affect Sections 51. 2, 51. 3, 51. 4, 51. 10, 51. 11 and 799. 5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 ofthe Civil Code and subdivisions ( n), ( o), and (p) of Section 12955 ofthe Government Code shall apply to paragraph ( 1)."

7. 4. 3 Contracts. In contracts, the following language shall appear:

There shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision ( a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision ( m) and paragraph ( 1) of subdivision (p) of Section 12955, and Section 12955. 2 ofthe Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy oftenants, lessee, subtenants, sublessees or vendees ofthe land."

7. 5 Maintenance of the Project.

7. 5. 1 Maintenance by Tenant. After completion ofthe Project, Tenant covenants and agrees that, for so long as it is a tenant under this Lease for any portion ofthe Property, it shall maintain the exterior ofthe improvements and the landscaping on the portion of the Property then subject to this Lease in a manner consistent with the requirements of the DDA, the Agreement Containing Covenants, the CC& Rs, and any applicable Conditions ofApproval.

7. 5. 2 Failure to Maintain. Upon inspection, if Landlord determines that the Tenant has failed to maintain the Property as required in this Lease, the Landlord, on two ( 2) weeks' prior written notice of any noted City Municipal Code violations and maintenance deficiencies (collectively, the " Deficiencies"), shall have the right, but not the obligation, to enter the Property, correct any Deficiency, and hold the Tenant responsible for the cost thereof as Additional Rent. If City, or its designee, determines that the Tenant has failed to maintain the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Property as required by the DDA, it may exercise its rights under the DDA to correct such failure and lien the Tenant's leasehold interest in the Property for the cost of such corrections.

7. 5. 3 Maintenance by HOA. The maintenance obligations under this Section

7. 5 shall be assigned to the homeowner's association, which is formed pursuant to Section 6.23.

The CC& Rs shall require the maintenance of the Property in accordance with the standards of Section 7. 5 of this Lease.

7. 6 Tenant Right to Contest. Tenant shall have the right to contest by appropriate proceedings, in the name ofTenant, and without cost or expense to Landlord, the validity or application of any Applicable Law. If compliance with any Applicable Law may legally be delayed pending the prosecution of any such proceeding without the incurrence of any lien, charge or liability against the Property or Tenant' s interest therein, and without subjecting Tenant or Landlord to any liability, civil or criminal, for failure so to comply therewith, Tenant may delay compliance therewith until the final determination of such proceeding. Tenant shall indemnify, defend, protect and hold Landlord harmless from and against all claims, damages, losses, liabilities, costs and expenses ( including without limitation reasonable attorneys' fees) incurred by Landlord as a result of any such contest brought by Tenant.

7. 7 Hazardous Materials.

7. 7. 1 Obligations of Tenant. Tenant hereby covenants and agrees with regard to any portion ofthe Property for which this Lease is then in effect it shall:

7. 7. 1. 1 Tenant shall not cause or permit the Property or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Material or otherwise knowingly permit the presence or release of Hazardous Material in, on, under, about or from the Property or the Project with the exception of limited amounts of cleaning supplies and other materials customarily used in construction, use or maintenance of residential properties similar in nature to the Project and used, stored and disposed of in compliance with Environmental Laws.

7. 7. 1. 2 Tenant shall keep and maintain the Property and each portion thereof in compliance with, and shall not cause or permit the Project or the Property or any portion of either to be in violation of, any Environmental Laws.

7. 7. 1. 3 Upon receiving actual knowledge of the same, Tenant shall within five ( 5) days advise Landlord in writing of. (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Tenant, or the Property pursuant to any applicable Laws; ( ii) any and all claims made or threatened by any third party against the Tenant or the Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Material; ( iii) the presence or release of any Hazardous Material in, on, under, about or from the Property; or (iv) Tenant' s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Project that may in any way affect the Property pursuant to any Laws. The matters set forth in the foregoing clauses ( i) through ( iv) are hereinafter referred to as CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Hazardous Materials Claims". The Landlord shall have the right to join and participate in, at its own expense, as a party ifit so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claim.

7. 7. 1. 4 Tenant shall promptly take all actions at its sole expense as are necessary to remediate the Property as required by law; provided that Landlord' s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld.

7. 7. 1. 5 Without the Landlord' s and City' s prior written consent, Tenant shall not enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claim.

7. 7. 2 Environmental Indemnity. From and after the Commencement Date, Tenant shall indemnify, defend and hold Landlord and Indemnitees harmless from and against any demand, lawsuit, liability, obligation, claim, damage, fine, penalty, expense, cost, or cause of action, whether at law or in equity, or any Hazardous Materials Claims resulting from, arising out of, or based upon the release, use, generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Property in violation, or alleged violation, of any Environmental Laws, no matter when occurred, except that the foregoing indemnity obligation shall not apply to any matters that arise out of the active negligence or willful misconduct of Landlord and Indemnitees. This indemnity shall include any damage, liability, fine, penalty, parallel indemnity, cost or expense arising from or out of any claim, action, suit or proceeding for bodily injury ( including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, trespass, contamination, leak, spill, release or other adverse effect on the environment. Tenant' s indemnification obligations set forth in this Section shall survive the expiration or earlier termination of the Lease.

7. 7. 3 No Limitation. Tenant hereby acknowledges and agrees that Tenant's duties, obligations and liabilities under the Lease are in no way limited or otherwise affected by any information the Landlord may have concerning the Property and/or the presence in, on, under or about the Property of any Hazardous Material, whether the Landlord obtained such information from the Tenant or from its own investigations, unless such information was known to the Landlord at the time of execution of the Lease but not disclosed to Tenant.

7. 7. 4 Definitions.

7. 7. 4. 1 " Hazardous Materials" means any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including any material or substance which is: ( i) defined as a " hazardous waste," " extremely hazardous waste," or " restricted hazardous waste" under Sections 25115, 25117 or 25122. 7, or listed pursuant to Section 25140 ofthe California Health and Safety Code, Division 20, Chapter 6. 5 ( Hazardous Waste Control Law); (ii) defined as a " hazardous substance" under Section 25316 ofthe California Health and Safety Code, Division 20, Chapter 6. 8 ( Carpenter -Presley -Tanner Hazardous Substance Account Act); ( iii) CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 defined as a " hazardous material," " hazardous substance," or " hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6. 95 ( Hazardous Materials Release Response Plans and Inventory); ( iv) defined as a " hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6. 7 ( Underground Storage of Hazardous Substances); ( v) petroleum, or any fraction thereof; ( vi) friable asbestos; ( vii) polychlorinated biphenyls; (viii) listed under Article 9 or defined as " hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 ofthe California Administrative Code, Division 4, Chapter 20; ( ix) designated as " hazardous substances" pursuant to Section 311 of the Clean Water Act ( 33 U.S. C. § 1317); ( x) defined as a " hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S. C. § 6901, ( 42 U.S. C. § 6903); or ( xi) defined as " hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S. C. § 9601, et seq., as the foregoing statutes and regulations now exist or may hereafter be amended, but excluding any substances or materials used in the construction, development, or maintenance ofthe Project, so long as the same are used in accordance with all Applicable Laws.

7. 7. 4. 2 " Environmental Laws" shall mean any applicable federal, state or local law, whether common law, statute, ordinance, rule, regulation, or judicial or administrative decision or policy, in each case having the force and effect of law, pertaining to Hazardous Substances, industrial hygiene, environmental conditions, or the regulation or protection of human health or the environment, and all amendments thereto as of this date and to be added in the future and any successor statute, ordinance, rule, regulation, or judicial or administrative decision of policy or guideline promulgated thereto. The term Environmental Law shall also include any permit requirements, or any written requirements of any regulatory program applicable to the Property, including any voluntary cleanup or similar program.

ARTICLE VIII.

OWNERSHIP OF PROJECT
During the Term ofthis Lease, the Project shall, subject to the terms ofthis Lease, be and remain the property of Tenant except to the extent Affordable Home are sold to Eligible Purchasers.

ARTICLE IX.INSURANCE

9. 1 Insurance. Tenant, at its sole cost and expense, commencing upon the Effective Date and continuing throughout the Term ( except as otherwise specified below) shall keep and maintain in full force and effect policies of insurance pursuant to and in accordance with the requirements set forth in this Article IX and in addition the requirements of Section 408 of the DDA.

9. 1. 1 Tenant and all contractors working on behalf of Tenant on the Project shall maintain a commercial general liability policy in the amount of Two Million Dollars 2, 000, 000) each occurrence and Four Million Dollars ($ 4, 000, 000) annual aggregate, or such other policy limits as Landlord may require in its reasonable discretion, including coverage for CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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 Indemnitees as additional insureds.

9. 1. 2 Tenant and all contractors working on behalf of Tenant shall maintain a comprehensive automobile liability coverage in the amount of One Million Dollars ($ 1, 000, 000), combined single limit including coverage for owned and non -owned vehicles and shall furnish or cause to be furnished to Landlord evidence satisfactory to Landlord that Tenant and any contractor with whom Tenant has contracted for the performance of work on the Property or otherwise pursuant to the Lease carries workers' compensation insurance as required by law.

Automobile liability policies shall name the Indemnitees as additional insureds.

9. 1. 3 Upon commencement of construction work and continuing until issuance of the final certificate of occupancy or equivalent for the Project, Tenant and all contractors working on behalf of Tenant shall maintain a policy of builder' s all- risk insurance in an amount not less than the full insurable cost of the Project on a replacement cost basis naming Landlord as loss payee.

9. 1. 4 Tenant shall maintain property insurance covering all risks ofloss ( other than earthquake), including flood ( if required) for 100% of the replacement value of the Project with deductible, if any, in an amount acceptable to Landlord, naming Landlord as loss payee.

9. 1. 5 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. The Commercial General Liability and comprehensive automobile policies required hereunder shall name the Indemnitees as additional insureds.

Builder' s Risk and property insurance shall name Landlord as loss payee as its interest may appear pursuant to this Lease.

9. 1. 6 Prior to commencement of construction work, Tenant shall furnish Landlord with certificates of insurance in form acceptable to Landlord evidencing the required insurance coverage and duly executed endorsements evidencing such additional insured status.

The certificates shall contain a statement of obligation on the part ofthe carrier to notify Landlord of any material adverse change, cancellation, termination or non -renewal ofthe coverage at least thirty (30) days in advance of the effective date of any such material adverse change, cancellation, termination or non -renewal.

9. 1. 7 If any insurance policy or coverage required hereunder is canceled or reduced, Tenant shall, within fifteen ( 15) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Landlord a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, Landlord may, without further notice and at its option, procure such insurance coverage at Tenant' s expense, and Tenant shall promptly reimburse Landlord for such expense upon receipt of billing from Landlord. Failure to file such certificate shall also constitute an event of default.

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9. 1. 8 Coverage provided by Tenant shall be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by Landlord, and the policies shall so provide. The Tenant' s full insurance limit, including limits that exceed the requirements of this Lease shall be available to cover claims against the Landlord. The insurance policies shall contain a waiver of subrogation for the benefit of the Landlord. Tenant shall furnish the required certificates and endorsements to Landlord prior to execution ofthis Lease by Landlord, and shall provide Landlord with certified copies ofthe required insurance policies upon request of Landlord.

ARTICLE X.

INDEMNIFICATION BY TENANT
Tenant shall indemnify, defend ( with counsel approved by Landlord), protect and save Landlord, City, and their respective officials, officers, directors, employees, and agents ( all ofthe foregoing, collectively the " Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, demands, suits, actions, causes of action, judgments, judicial or administrative proceeding, deficiency, order, costs and expenses ( including without limitation reasonable attorneys' fees and court costs) ( all ofthe foregoing, collectively " Claims") which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to: the construction, renovation, use, operation, or management of, the Property or the Project; any breach or default on the part of Tenant in the performance ofany covenant or agreement to be performed by Tenant pursuant to this Lease or the PSHHC' s obligations under the DDA; any negligence of Tenant or any of its agents, contractors, employees, sublessees or licensees; any accident, injury or damage caused to any person in or on the Property or Project; the furnishing of labor or materials by Tenant; or the failure to comply with Applicable Laws; whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that Landlord does not and shall not waive any rights against Tenant which it may have by reason ofthis indemnity and hold harmless agreement because ofthe acceptance by Landlord, or Tenant' s deposit with Landlord of any of the insurance policies described in the Lease. Tenant' s indemnification obligations set forth in this Section shall not apply to Claims arising solely from the gross negligence or willful misconduct ofthe Indemnitees. Tenant's obligation to indemnify, as set forth in this Section, are in addition to, and shall not be limited by, any additional obligation to indemnify the Landlord pursuant to any other agreement between the Parties or their affiliates. The provisions ofthis Section shall survive expiration ofthe Term or other termination ofthis Lease, and shall remain in full force and effect and are not limited by the amount of insurance as may be required.

ARTICLE XI.

DAMAGE AND DESTRUCTION

11. 1 Damage or Destruction. In the event of any damage to or destruction of the Project during the Term for which insurance coverage is required under this Lease, Tenant shall restore and rebuild the Project as nearly as possible to their condition immediately prior to such damage or destruction, subject to any restrictions imposed by changes in Applicable Law and the availability of insurance proceeds for such purpose. Tenant shall commence diligently and CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 continuously to carry out such rebuilding to full completion as soon as possible. Unless Landlord agrees otherwise in writing, Tenant shall commence reconstruction ofthe Project within one hundred and eighty ( 180) days following the date upon which insurance proceeds are made available for such work. Tenant shall be deemed to have commenced reconstruction when Tenant engages an architect for such work. Upon the occurrence of damage or destruction, all insurance proceeds paid in respect of such damage or destruction shall be applied to the payment of the costs of the restoration and rebuilding required to be performed by Tenant pursuant to this Lease. The insurance proceeds shall be held in trust by a financial institution agreed upon by Landlord and Tenant ( the " Insurance Trustee"), with the costs of such trust to be a first charge against the insurance proceeds. After the completion of the restoration and rebuilding of the Project, any remaining insurance proceeds shall be paid to Tenant and Tenant shall be entitled to retain the same.

11. 1. 1 Mortgagee Protection. Notwithstanding the foregoing or any other provision to the contrary in this Article XI, if a Leasehold Mortgagee requires insurance proceeds payable with respect to a casualty to be paid to it or its successors or assigns pursuant to the terms of its Leasehold Mortgage, the insurance proceeds shall be delivered to such Leasehold Mortgagee to be applied by such Leasehold Mortgagee in accordance with such Leasehold Mortgage. No settlement with the issuer of any insurance policy purchased by the Tenant shall be made without the mutual agreement ofthe Landlord and Tenant and any Leasehold Mortgagee. Landlord and Tenant each agree to execute, acknowledge and deliver to the other any instruments that may be reasonably required to effectuate or facilitate this provision.

11. 2 Rebuilding by Tenant. The funds held by the Insurance Trustee shall be held in trust and shall be applied to the cost of rebuilding. Any funds held by the Insurance Trustee following final completion ofrebuilding and payment of all costs and expenses thereof and removal of any liens related thereto, shall be paid to Tenant.

11. 3 Disbursement of Funds. The Insurance Trustee shall disburse funds only on a periodic basis approved by Landlord and Tenant and only upon receipt ofinvoices and other documentation, certified as correct by Tenant's architect, if an architect is required for the repair, evidencing satisfactory completion ofthe work for which payment is requested ( a " Payment Request"). Further, the Insurance Trustee shall not disburse any funds unless the payment request is accompanied by ( a) an executed conditional lien release in form complying with California law relating to all labor and materials described in the Payment Request and ( b) an executed final lien release in form complying with California law releasing all claims for labor and materials described in the immediately preceding Payment Request.

11. 4 Notice Required. In the event of material damage to or destruction of the Project, or any part thereof, Tenant shall promptly give Landlord and Leasehold Mortgagee notice of such occurrence and take all actions reasonably required to protect against hazards caused by such damage or destruction. For purposes ofthis Article XI damage or destruction shall be deemed to be material ifthe estimated cost to repair equals or exceeds Two Hundred Fifty Thousand Dollars ($ 250, 000).

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11. 5 Removal of Debris. Ifthis Lease shall terminate following the occurrence of damage to or destruction of the Project and at a time when Tenant shall not have restored and rebuilt the Project, then Tenant shall, at its cost and expense after the use of any insurance proceeds released for such purpose, remove the debris and damaged portion of Project (including without limitation all foundations) and restore the Property and Project or the applicable portion thereof to a neat, clean and safe condition.

11. 6 Tenant' s Right to Terminate. Notwithstanding any contrary provision ofthis Article XI, Tenant shall have the option to terminate this Lease and be relieved of the obligation to restore the Project where all or substantially all ofthe Project are substantially damaged or destroyed and such damage or destruction resulted from a cause not insured against by Tenant nor required to be insured against by Tenant under this Lease ( an " Uninsured Loss"), and where all ofthe following occur:

11. 6. 1 Notice of Election. No more than one hundred twenty ( 120) days following the Uninsured Loss, Tenant shall notify Landlord and City of its election to terminate this Lease. To be effective, such notice must include the written consent of all Leasehold Mortgagees to Tenant' s exercise of the option to terminate set forth in this Section 11. 6.

Landlord shall be entitled to rely upon the foregoing notice and certification as conclusive evidence that Tenant has obtained the consent of all Leasehold Mortgagees to Tenant' s exercise of its option to terminate this Lease.

11. 6. 2 Clearance. No more than sixty ( 60) days following the giving of the notice required by the preceding paragraph ( i) or such longer time as may be reasonable under the circumstances, Tenant shall, at Tenant' s expense after the use of any insurance proceeds released for such purpose, remove all debris and other rubble from the Property, secure the Property against trespassers, and at Landlord' s election, remove all remaining Project on the Property.

11. 6.3 Quitclaim. No more than thirty (30) days following Tenant's termination notice, Tenant shall deliver to Landlord a quitclaim deed to the Property and Project in recordable form, in form and content satisfactory to Landlord and City and/or with such other documentation as may be reasonably requested by Landlord and City or any title company on behalf of Landlord, terminating Tenant's interest in the Property and Project.

ARTICLE XII.

LANDLORD' S RIGHT TO PERFORM TENANT' S COVENANTS
If Tenant shall at any time fail to pay any Imposition or other charge payable by Tenant to a third party as required by this Lease within the time permitted (which shall be deemed to include any time to contest the same that is permitted by Applicable Laws), or to pay for or maintain any ofthe insurance policies required pursuant to Article IX within the time therein permitted, or to make any other payment or perform any other act on its part to be made or performed hereunder within the time permitted by this Lease, then after thirty (30) days' written notice to Tenant and after satisfying all other notice requirements set forth in this Lease respecting Leasehold Mortgagees and such parties' failure to timely cure ( or as applicable, CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 commence to cure) the same, and without waiving or releasing Tenant from any obligation of Tenant hereunder, Landlord may (but shall not be required to): ( i) pay such Imposition or other charge payable by Tenant; ( ii) pay for and maintain such insurance policies required pursuant to Article IX; or (iii) make such other payment or perform such other act on Tenant' s part to be made or performed under this Lease; and Landlord may enter upon the Property and Project for such purpose and take all such action thereon as may be reasonably necessary therefor.

All sums paid by Landlord and all costs and expense incurred by Landlord in connection with the performance of any such act (together with interest thereon at the Default Rate from the respective dates of Landlord' s making of each such payment) shall constitute additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand. The Default Rate" shall mean interest calculated at an annual rate equal to the rate of interest most recently announced by Bank ofAmerica N.A. (or its successor bank) as its " reference rate" but in no event more than the maximum rate of interest permitted by law. If Bank of America or its successor no longer issues a " reference rate," the most comparable rate of the largest bank with its corporate headquarters in California shall be used. Ifthere is no such bank or comparable rate, then the Default Rate shall be the highest legal rate of interest that may be charged at that time.

ARTICLE XIII.

EMINENT DOMAIN

13. 1 Eminent Domain.

13. 1. 1 Definitions. The following definitions shall apply in construing the provisions of this Article XIII:

13. 1. 1. 1 " Award" means all compensation, damages or interest, or any combination thereof paid or awarded for the taking, whether pursuant to judgment, by agreement, or otherwise.

13. 1. 1. 2 " Notice of Intended Taking" means any notice or notification on which a reasonably prudent person would rely and would interpret as expressing an existing intention of taking as distinguished from a mere preliminary inquiry or proposal. It includes, but is not limited to, the service of a condemnation summons and complaint on a Party to this Lease.

The notice is considered to have been received when a party to this Lease receives from the condemning agency or entity a written notice ofintent to take.

13. 1. 1. 3 " Partial Taking" means any taking that is not a total taking, a substantial taking, or a temporary taking.

13. 1. 1. 4 " Substantial Taking" means the taking of so much ofthe Property that the remaining portion thereof would not be economically and feasibly usable by Tenant for the then existing uses and purposes ofthe Property, in Tenant's reasonable judgment, but shall exclude a temporary taking.

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13. 1. 1. 5 " Taking" means any taking of or damage, including severance damage, to all or any part ofthe Property or any interest therein by the exercise ofthe power of eminent domain, or by inverse condemnation, or a voluntary sale, transfer or conveyance under threat of condemnation in avoidance ofthe exercise of the power of eminent domain or while condemnation proceedings are pending.

13. 1. 1. 6 " Temporary Taking" means the taking of any interest in the Property for a period of less than one ( 1) year.

13. 1. 1. 7 " Total Taking" means the taking of all or substantially all of the Property, but shall exclude a temporary taking.

13. 2 Notice. The party receiving any notice ofthe kind specified below shall promptly give the other Party and all Leasehold Mortgagees written notice ofthe receipt, contents and date of the notice received:

13. 2. 1 Notice of Intended Taking;

13. 2.2 service of any legal process relating to condemnation of all or any portion ofthe Property;

13. 2. 3 notice in connection with any proceedings or negotiations with respect to such a condemnation; or

13. 2. 4 notice ofintent or willingness to make or negotiate a private purchase, sale or transfer in lieu of condemnation.

Landlord and Tenant, and any Leasehold Mortgagee, each shall have the right to represent its respective interest in each proceeding or negotiation with respect to a taking or intended taking and to make full proof of their respective claims. No agreement, settlement, sale or transfer to or with the condemning authority shall be made without the mutual agreement of Landlord, Tenant, and any Leasehold Mortgagee. Landlord and Tenant each agree to execute, acknowledge and deliver to the other any instruments that may be reasonably required to effectuate or facilitate the provisions of this Lease relating to condemnation.

13. 3 Total or Substantial Taking. In the event of a total or substantial taking of fee title to the Property, Tenant's interest in this Lease and all obligations of Tenant subsequently accruing hereunder shall cease as ofthe date ofthe vesting oftitle in the condemning authority; provided, however, that if actual physical possession of all or part ofthe Property is taken by the condemning authority prior to such date of vesting oftitle, Tenant' s obligations to pay Rent and other sums under this Lease shall terminate as of such earlier date. In the event of a total or substantial taking of an interest in the Property other than fee title, at Tenant' s option ( exercisable by written notice to Landlord), Tenant's interest in this Lease and all obligations of Tenant subsequently accruing hereunder shall cease as aforesaid.

13. 3. 1 Award. In the event of a total or substantial taking, the Award shall be apportioned as follows, in the following order:

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13. 3. 1. 1 To Leasehold Mortgagee in an amount equal to the amount owing on the Leasehold Mortgage.

13. 3. 1. 2 To Landlord that portion ofthe Award equal to the fair market value of the Property. Any "bonus value" attributable to this Lease shall be paid to Landlord.

13. 3. 1. 3 To Tenant, that portion ofthe Award equal to the fair market value of the Project (subject to Landlord's reversionary interest), less the amount paid to the Leasehold Mortgagee pursuant to ( a) above.

13. 3. 1. 4 The balance, if any, shall be allocated between Landlord and Tenant respectively in that proportion in which ( i) the fair market value of the Property bears to ii) the fair market value of the Project, exclusive of Landlord' s reversionary interest.

13. 4 Temporary Taking. In the event of a temporary taking, Tenant shall be entitled to the whole Award, and this Lease shall remain in full force and effect. Partial Taking. In the event of a partial taking, this Lease shall remain in full force and effect, covering the remainder of the Property, and Tenant shall repair and restore any damage to the Project caused by such partial taking consistent with and subject to the provisions applicable to a restoration in the event of an insured casualty under Article IX, so that after completion of the restoration the Project shall be, as nearly as possible, in a condition as good as the condition immediately preceding the partial taking. The Award for any partial taking shall be deposited and disbursed in the same manner as insurance proceeds are disbursed for restoration pursuant to Article IX, and upon completion ofthe restoration, any remaining portion of the Award shall be allocated as set forth in Section 13. 5. 1.

13. 5. 1 Award on Partial Taking. In the event of a partial taking, after application of the Award for restoration pursuant to Section 13. 5, any remaining portion of such Award shall be apportioned as follows, in the following order:

13. 5. 1. 1 To Leasehold Mortgagee in an amount equal to the amount owing on the Leasehold Mortgage.

13. 5. 1. 2 To Landlord, that portion of the Award attributable to the fair market value ofthe portion of the Property taken.

13. 5. 1. 3 To Tenant, that portion ofthe Award equal to the fair market value of the portion of the Project taken (subject to Landlord's reversionary interest), less the amount paid to the Leasehold Mortgagee pursuant to ( a) above, but only to the extent that the proceeds of the Award are not used for restoration ofthe Project.

13. 5. 1. 4 The balance, if any, shall be allocated between Landlord and Tenant respectively in that proportion in which (i) the fair market value of the Property bears to ii) the fair market value of the Project exclusive of the reversionary interest of Landlord. Any bonus value" attributable to this Lease shall be paid to Landlord.

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13. 5. 1. 5 Any severance damages awarded or payable because only a portion of the Property is taken by eminent domain shall be to paid to Landlord (except to the extent needed to replace any Project taken by eminent domain with equivalent Project on the remainder of the Property).

13. 6 No Payment if in Default. No payments shall be made to Tenant pursuant to this Article XIII if any default by Tenant hereunder has occurred and is continuing unless and until such default is cured.

ARTICLE XIV.

MORTGAGES

14. 1 Leasehold Mortgages. Tenant shall have the right, at any time and from time to time during the Term, to encumber its leasehold interest hereunder with a Leasehold Mortgage or Mortgages subject to Landlord's and City's prior written consent (which will be given only for a Permitted Loan as defined in the DDA and if consistent with the DDA) provided that ( a) no Leasehold Mortgage shall in any way impair (except as otherwise stated herein or as provided by law) the enforcement of Landlord' s or City' s right and remedies herein and by law provided, ( b) any such Leasehold Mortgage shall at all times be subject and subordinate to, and shall not affect or become a lien upon Landlord' s right, title or estate in the Property or in this Lease, and ( c) Tenant shall give Landlord and City prior written notice of any such Leasehold Mortgage, accompanied by a true and correct copy of any such Leasehold Mortgage. Any Leasehold Mortgage shall be subject to the terms and conditions set forth in this Article XIV.

14. 2 Rights of Leasehold Mortgagee.

14.2. 1 Notices. If Landlord shall have been provided with written notice ofthe address of any Leasehold Mortgagee, Landlord shall mail to such Leasehold Mortgagee a copy of any notice under this Lease at the time of giving such notice to Tenant, and no such notice shall be effective against such Leasehold Mortgagee, and no termination of this Lease or termination ofTenant' s right of possession ofthe Property or reletting of the Property by Landlord predicated on the giving by Landlord of any notice shall be effective, unless Landlord gives to such Leasehold Mortgagee written notice or a copy ofits notice to Tenant of such default or termination, as the case may be.

14. 2. 2 Right to Cure.

14. 2. 2. 1 In the event of any default by Tenant under the provisions of this Lease, the Leasehold Mortgagee shall have the right, but not the obligation, to remedy or cause to be remedied such default ( including the right to enter the Property and to take possession of the Property ifnecessary to cure the default) within the same cure period as afforded Tenant hereunder, extended by an additional sixty ( 60) days, which cure period shall commence as against the Leasehold Mortgagee upon the receipt by the Leasehold Mortgagee of the notice of default. Landlord shall accept such performance by the Leasehold Mortgagee as if the same had been done by Tenant.

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14. 2. 2. 2 The term " incurable default" as used herein means any default which cannot be reasonably cured by a Leasehold Mortgagee. The term " curable default" means any default under this Lease which is not an incurable default. Any failure to pay monetary sums shall at all times be deemed a curable default. Any failure to comply with the requirements of Section 7. 2 of this Lease shall at all times be deemed a curable default, and as to Leasehold Mortgagees or any entity acquiring the interest of Tenant in the Property and in this Lease as a result of the foreclosure of a Leasehold Mortgage ( or an assignment or deed in lieu thereof), Landlord shall not terminate this Lease provided such party is diligently and in good faith proceeding to cure any such default. In the event of any curable default under this Lease, and if prior to the expiration of the applicable grace period specified in Section 14. 2. 2. 1 the Leasehold Mortgagee shall give Landlord written notice that it intends to undertake the curing of such default, or to cause the same to be cured, or to exercise its rights to acquire the leasehold interest of Tenant or possession of the Property by foreclosure or otherwise, and shall promptly commence and then proceed with diligence to do so, whether by performance on behalf of Tenant of its obligations under this Lease, by foreclosure or otherwise, then Landlord will not terminate or take any action to effect a termination of this Lease or re- enter, take possession of or relet the Property, appoint a receiver, exercise any other remedy under this Lease, or similarly enforce performance ofthis Lease so long as the Leasehold Mortgagee is diligently and in good faith engaged in the curing of such default or effecting such foreclosure, and upon completion of a foreclosure ( or assignment or deed in lieu thereof) and obtaining of possession by the Leasehold Mortgagee, the applicable cure period shall be deemed to have been commenced. The foregoing sentence shall not be deemed to extend the time period within which a default in the payment of money must be cured under Section 14. 2. 2. 1. The Leasehold Mortgagee shall not be required to continue such possession or continue such foreclosure proceedings. Nothing herein shall preclude Landlord from terminating this Lease with respect to any additional default which shall occur during any period of forbearance and not be remedied within the cure period, if any, applicable to any such additional default, except that Leasehold Mortgagee shall have the same rights specified in this Article XIV with respect to any additional defaults.

In the event of any incurable default under this Lease, and ifprior to the expiration ofthe applicable grace period specified in Section 14. 2.2. 1 of this Lease, the Leasehold Mortgagee shall give Landlord written notice that it intends to exercise its rights to acquire the leasehold interest of Tenant by foreclosure or otherwise, and shall promptly commence and then proceed with diligence to do so, whether by foreclosure or otherwise, then Landlord will not terminate or take any action to effect a termination of this Lease or re- enter, take possession of or relet the Property or similarly enforce performance of this Lease so long as the Leasehold Mortgagee is diligently and in good faith engaged in effecting such foreclosure and such incurable default shall be deemed cured upon the foreclosure of the Leasehold Mortgage ( or assignment or deed in lieu thereof).

14. 2. 2. 3 Ifthe default by Tenant pertains to the failure of Tenant to complete construction of the Project within the time period required under Section 6.2 of this Lease, and if prior to the expiration of the applicable grace period specified in Section 14. 2. 2. 1 of this Lease, the Leasehold Mortgagee shall give Landlord written notice that it intends to undertake to exercise its rights to acquire the leasehold interest of Tenant or possession ofthe Property by foreclosure or otherwise, and shall promptly commence and then proceed with CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 diligence to do so, whether by foreclosure or otherwise, then Landlord will not terminate or take any action to effect a termination of this Lease or re-enter, take possession of or relet the Property or similarly enforce performance of this Lease so long as the Leasehold Mortgagee is diligently and in good faith engaged in the completion ofthe construction of the Project or effecting such foreclosure or acquisition of possession; provided, however, Landlord shall not be obligated to forbear from a termination or other enforcement of its rights under the Lease in response to such default beyond the date which is one ( 1) year following the date offoreclosure of the Leasehold Mortgage ( or deed or assignment in lieu of foreclosure); provided, further, that additional extensions will be granted by the Landlord, in its reasonable discretion, ifthe Landlord determines that there has been good faith progress in pursuing completion ofthe Project, which may include, among other things, securing a substitute developer, obtaining additional or substitute financing, or securing a substitute construction contractor.

14. 2. 2. 4 If a Leasehold Mortgagee is prohibited, stayed or enjoined by any bankruptcy, insolvency or other judicial proceedings involving Tenant from commencing or prosecuting foreclosure or other appropriate proceedings, the times specified for commencing or prosecuting such foreclosure or other proceedings for Leasehold Mortgagee shall be extended for the period of such prohibition.

14.2. 3 Execution ofNew Lease. Ifthis Lease is terminated for any reason, including by Tenant' s trustee in bankruptcy, receiver, liquidator or other similar person on account of a default or if Tenant' s interest under this Lease shall be sold, assigned or transferred pursuant to the exercise of any remedy ofthe Leasehold Mortgagee, or pursuant to judicial proceedings, and if (i) all monetary defaults of Tenant have been cured, and (ii) the Leasehold Mortgagee shall have arranged to the reasonable satisfaction of Landlord to cure any other curable default of Tenant under this Lease, then Landlord, within thirty (30) days ( or such period as may reasonably be necessary to enable Landlord to comply with statutory requirements applicable to Landlord' s lease of real property) after receiving a written request therefor, which shall be given within sixty ( 60) days after such termination or transfer and upon payment to it of all reasonable out-of-pocket expenses, including attorneys' fees, incident thereto, will execute and deliver a new lease ofthe Property to the Leasehold Mortgagee or its affiliate or other nominee or to the purchaser, assignee or transferee, as the case may be, for the remainder ofthe Term, containing the same covenants, agreements, terms, provisions, priority, and limitations, as are contained herein. The tenant under such new lease shall be personally obligated only for the performance of obligations under the Lease commencing as ofthe date of such foreclosure or assumption, and ending as of the date of any assignment of the Lease to a successor tenant.

14. 2. 3. 1 Upon the execution and delivery of a new lease, the new tenant, in its own name or in the name of Landlord may take all appropriate steps as shall be necessary to remove Tenant from the Property, but Landlord shall not be subject to any liability for the payment of fees, including attorneys' fees, costs or expenses in connection therewith, and the new tenant shall pay all such fees, including attorneys' fees, costs and expenses, on demand, and shall make reimbursement to Landlord of all such fees, including attorneys' fees, costs and expenses, incurred by Landlord. Tenant acknowledges and agrees that Landlord shall have no liability whatsoever to Tenant in connection with any such action, and hereby releases Landlord from any claim Tenant may have with respect thereto.

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14. 2. 3. 2 Following foreclosure or enforcement of a Leasehold Mortgage, or assignment in lieu thereof, Landlord will recognize the purchaser or assignee of the leasehold estate as the Tenant under the Lease.

14. 2. 3. 3 After such termination and cancellation ofthe Lease and prior to the expiration of the period within which the Leasehold Mortgagee may elect to obtain a new lease from Landlord, Landlord shall refrain from encumbering the Property or the Project without the prior written consent ofthe Leasehold Mortgagee. Any new lease shall enjoy the same priority in time and in right as the Lease over any lien, encumbrance or other interest created by Landlord before or after the date of such new lease, and shall vest in the new lessee all right, title, interest, power and privileges of Tenant hereunder in and to the Property and the Project, including, without limitation, the assignment of Tenant' s interest in and to all then existing subleases and sublease rentals and the automatic vesting of title to all Project, fixtures and personal property of Tenant. Such new lease shall provide, with respect to each and every permitted sublease which immediately prior to the termination of the Lease was superior to the lien of the Leasehold Mortgage that the new lessee shall be deemed to have recognized the sublessee under the sublease, pursuant to the terms of the sublease as though the sublease had never terminated but had continued in full force and effect after the termination of the Lease, and to have assumed all the obligations ofthe sublessor under the sublease accruing from and after the termination ofthe Lease, except that the obligation of the new lessee, as sublessor, under any covenant of quiet enjoyment, expressed or implied, contained in any such sublease shall be limited to the acts of such new lessee and those claiming by, under or through such new lessee.

If more than one entity claims to be the Leasehold Mortgagee that is entitled to a new lease pursuant to this subsection, Landlord shall enter into such new lease with the lender whose mortgage or deed oftrust is prior in lien. Landlord, without liability to Tenant or any lender with an adverse claim, may rely upon a lender title insurance policy issued by a responsible title insurance company doing business in the state of California as the basis for determining the appropriate Leasehold Mortgagee who is entitled to such new lease.

14. 2. 4 Tenant Default Under Leasehold Mortgage. If Tenant defaults under a Leasehold Mortgage, the Leasehold Mortgagee may exercise with respect to Tenant' s interest in the Property and the Project any right, power or remedy under the Leasehold Mortgage which is not in conflict with the provisions ofthis Lease, including without limitation, judicial or nonjudicial foreclosure of the Leasehold Mortgage ( or deed or assignment in lieu thereof), appointment of a receiver, and/ or revocation of Tenant' s license to collect rents.

14. 2. 5 No Merger. There shall be no merger of this Lease or any interest in this Lease, nor of the leasehold estate created hereby, with the fee estate in the Property, by reason of the fact that this Lease or such interest therein, or such leasehold estate may be directly or indirectly held by or for the account of any person who shall hold the fee estate in the Property, or any interest in such fee estate, nor shall there be such a merger by reason ofthe fact that all or any part of the leasehold estate created hereby may be conveyed or mortgaged in a Leasehold Mortgage to a Leasehold Mortgagee who shall hold the fee estate in the Property or any interest of the Landlord under this Lease. In addition, if both the Landlord' s and the Tenant' s estates in the Property or the Project or both become vested in the same owner, this Lease shall CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 nevertheless not be terminated by application ofthe doctrine of merger without the prior written consent of the City, which the City shall be under no obligation to provide.

14. 2. 6 Assumption of Obligations. For the purpose of this Article XIV, the making of a Leasehold Mortgage shall not be deemed to constitute an assignment or Transfer of this Lease or ofthe leasehold estate hereby created, nor shall any Leasehold Mortgagee, as such, be deemed an assignee or transferee ofthis Lease or of the leasehold estate hereby created so as to require such Leasehold Mortgagee, as such, to assume the performance of any ofthe terms, covenants or conditions on the part of Tenant to be performed hereunder. The purchaser at any sale of this Lease and ofthe leasehold estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignee or transferee of this Lease and ofthe leasehold estate hereby created under any instrument or assignment or transfer in lieu of the foreclosure of any Leasehold Mortgage, in order to be deemed to be an assignee or transferee and before the same shall be binding on Landlord, must assume in writing the performance of all of the terms, covenants, and conditions on the part of Tenant to be performed hereunder during the period such party holds a leasehold interest in the Property by an instrument, in recordable form, reasonably satisfactory to Landlord and City; provided however, that nothing contained herein shall be construed to require the purchaser, assignee or transferee as described above to be obligated to cure any default by Tenant.

14. 2. 7 Limitation of Leasehold Mortgagee Liability for Tenant Defaults.

Notwithstanding any contrary provision of this Lease: ( i) no Leasehold Mortgagee shall be required to pay any liens or charges that are extinguished by the foreclosure ofits Leasehold Mortgage; ( ii) any incurable default shall be, and shall be deemed to have been waived by Landlord upon completion of foreclosure proceedings or acquisition of Tenant' s interest in this Lease by any purchaser at a foreclosure sale, or any entity who otherwise acquires Tenant' s interest from the Leasehold Mortgagee by deed in lieu of foreclosure. Any entity acquiring the interest of Tenant in the Property and in this Lease as a result of the foreclosure of a Leasehold Mortgage ( or an assignment or deed in lieu thereof) acquires an interest in the leasehold only, and shall be liable to perform the obligations of Tenant under this Lease only during the period such entity retains ownership ofthe interest of Tenant in the Property and in this Lease.

14. 3 Non -Subordination ofFee. Nothing in this Lease shall be construed as an agreement by Landlord to encumber or subordinate its fee interest in the Property or its right to rent payments hereunder or any other right of Landlord herein. Except as expressly set forth in this Article XIV, no Leasehold Mortgage shall impair Landlord' s ability to enforce its rights and remedies under this Lease or provided by law. Landlord shall not encumber or otherwise subordinate its fee interest in the Property or in this Lease to the interest of any Leasehold Mortgagee in this Lease or in Tenant' s leasehold estate.

14. 4 Subsequent Transfers. In the event any person or entity becomes the lessee under the Lease by means of foreclosure or deed in lieu of foreclosure or pursuant to any new lease obtained under Section 14. 2. 3, such person or entity may assign or Transfer the Lease or such new lease in compliance with the terms ofArticle XV; provided that such assignment or Transfer is permitted and consistent with the DDA and Agreement Containing Covenants.

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14. 5 Landlord' s and City' s Rights Under Leasehold Mortgages.

14. 5. 1 Notice of Tenant' s Default. Tenant shall use best efforts to ensure that every Leasehold Mortgage secured by a deed oftrust on Tenant' s leasehold estate in the Property shall expressly provide that:

14. 5. 1. 1 The lender shall give Landlord and City contemporaneous notice of any default by Tenant thereunder, ifthe failure to cure such default could reasonably be expected to result in acceleration of the maturity of the debt secured by the Leasehold Mortgage; provided however, that the lender' s giving or failure to give notice shall not affect the lender' s rights or ability to timely pursue all applicable remedies, including, but not limited to, filing a notice of default or notice of sale, instituting judicial foreclosure proceedings, or seeking the appointment of a receiver. In addition, within three ( 3) business days following Tenant' s receipt of any notice of default under any financing document affecting the Property, Tenant shall provide Landlord and City with a copy of such notice.

14. 5. 1. 2 Landlord and City shall each have the right to cure any curable default by Tenant ( but without obligation to do so) upon the same terms and conditions and within ninety (90) days measured from the date that Landlord and City each receives its respective notice thereof; and

14. 5. 1. 3 If Landlord or City shall tender payment in full of all sums required to be paid under the Leasehold Mortgage or the note secured thereby ( disregarding any acceleration of maturity thereunder, but including any costs or expenses arising as a result of such default) on or before ninety ( 90) calendar days from the date of such notice of default from the lender to Landlord or from the lender to City, then the lender shall accept such payment and rescind the acceleration, if any. Any sums paid by Landlord or City pursuant to this Section

14. 5. 1. 3 shall become immediately due and payable from Tenant to Landlord as Rent due under this Lease or immediately due and payable to City ( if applicable); provided however, that no Leasehold Mortgagee shall be obligated to cure a failure by Tenant to pay such amount pursuant to the rights granted to Leasehold Mortgagees under this Lease and Landlord shall have no right to terminate this Lease as a result of Tenant' s failure to pay such amounts.

14. 5. 1. 4 Landlord and City shall each have the right and option ( but not the obligation), during the period described in the last sentence of this paragraph, by notice in writing to the lender, to purchase any Leasehold Mortgage, the note secured thereby, and any other instruments securing or guaranteeing such note or otherwise evidencing any obligation secured by the Leasehold Mortgage. The purchase price therefor shall be the full amount due and owing to the lender thereunder, including any costs, expenses, swap termination fees, and penalties payable in accordance with the terms thereof. The sale and assignment by the lender shall be without recourse or warranty by the lender except that such lender has good title to the note ( or is authorized to obtain payment or acceptance on behalf of one who has good title) and has the authority to transfer the loan to the Landlord or City. The right granted by this paragraph may be exercised by Landlord or City at any time after the lender has declared the entire sum secured by any Leasehold Mortgage to be due and payable or has commenced proceedings to foreclose any Leasehold Mortgage, and such right shall terminate ninety ( 90) days following CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 receipt by Landlord of the notice described above or in the City' s case, following receipt by City of the notice described above.

14. 6 No Voluntary Surrender/ Modification. Notwithstanding anything to the contrary set forth herein, Landlord will not voluntarily surrender the Lease or accept a voluntary surrender ofthe Tenant' s leasehold estate, and Landlord will not amend or modify the Lease without the prior written consent of all holders of any Leasehold Mortgage then in effect (which such party may withhold in such party' s sole discretion) and City. Landlord will not enforce against any Leasehold Mortgagee any waiver or election made by Tenant under the Lease which has a material adverse effect on the value of Tenant' s leasehold estate or the rights of Tenant under the Lease without the prior written consent of such Leasehold Mortgagee ( which may be withheld in its sole discretion) and City.

14. 7 Leasehold Mortgagee Right to PU Landlord Obligations. Leasehold Mortgagees shall have the right, but not the obligation, upon not less than five ( 5) business days' prior written notice to Landlord, to pay any taxes payable by Landlord with respect to the Property, and to cure any monetary or nonmonetary default by Landlord under any encumbrance on the Property which has priority over this Lease; and if any Leasehold Mortgagee does so pay or cure, Landlord agrees that it will reimburse such Leasehold Mortgagee for the amount thereof promptly following Landlord's receipt of Leasehold Mortgagee' s written request therefor.

14. 8 Amendments for the Benefit of Leasehold Mortgagees. Landlord and Tenant shall cooperate to include in this Lease by suitable amendment from time to time, provisions which may reasonably be requested by any proposed Leasehold Mortgagee for the purpose of implementing the mortgagee protection provisions contained in this Lease and allowing such Leasehold Mortgagee reasonable means to protect or preserve the lien ofthe Leasehold Mortgage upon the occurrence of a default under the Lease. Landlord and Tenant each agree to execute and deliver ( and acknowledge, if necessary for recording purposes) any agreement reasonably necessary to effect any such amendment; provided however, that any such amendment shall not in any way affect the Term, the Rent payable hereunder, nor otherwise in any material respect adversely affect any rights of Landlord or City under this Lease.

ARTICLE XV.

ASSIGNMENT, TRANSFER, SUBLETTING

15. 1 Restrictions on Transfer or Assignment by Tenant. Following the Effective Date, except as permitted pursuant to Article XIV and this Article XV, the DDA, and the Agreement Containing Covenants, Tenant shall not sell, transfer, encumber, pledge, assign, convey, sublet or otherwise dispose (" Transfer") all or any portion of its interest in the Property, the Project or this Lease voluntarily, involuntarily, by operation of law, or otherwise, without Landlord' s and City' s prior written consent, and any Transfer must be expressly permitted by the DDA and Agreement Containing Covenants and consented to by the City as set forth therein. Each Transfer shall comply with all requirements therefor set forth elsewhere in this Lease, the DDA, and the Agreement Containing Covenants, and Tenant shall have no right to hypothecate or encumber its interest in this Lease or sublet or assign all or any portion of the Property and/or the Project except as expressly provided under the terms of this Lease. No voluntary or involuntary CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 assignee, sublessee, or successor in interest of Tenant shall acquire any rights or powers under this Lease except as expressly set forth herein.

15. 1. 1 Exceptions. Notwithstanding any contrary provision of this Lease, without limiting any City rights or terms and conditions in the DDA or the Agreement Containing Covenants, Landlord' s consent shall not be required, and the provisions of Section

15. 2 below shall not be applicable, with respect to the following Transfers (" Permitted Transfers"): ( A) sales of the Affordable Homes as set forth in Article VII; (B) the granting of a Leasehold Mortgage in accordance with Section 14. 1 or the foreclosure of a Leasehold Mortgage or the acquisition of Tenant' s interest in this Lease by an assignment or deed in lieu of foreclosure; ( C) the first Transfer following any event described in clause ( C) ofthis sentence; D) conveyance or dedication any portion of or interest in the Tenant' s leasehold interest in the Property to any appropriate governmental agency, or the granting of easements or permits to facilitate construction and or operation ofthe Project, as and if required to satisfy conditions imposed in connection with the granting of any governmental approval; and (E) the granting of any portion or interest in the Tenant' s leasehold interest of easements or permits which are necessary to facilitate construction of the Project constituting the Project, the grant of such easements or permits must be in furtherance of the development ofthe Project and in compliance with this Lease. In addition, Landlord shall not unreasonably withhold consent to any Transfer of Tenant' s interest in the Property to an entity in which PSHHC, retains 100% ofthe equity or beneficial interest in said entity. Any such Permitted Transfer shall still be subject to the terms and conditions in the DDA and the Agreement Containing Covenants.

15. 2 Procedure for Obtaining Landlord' s Consent.

15. 2. 1 Transfer Request. With respect to each Transfer requiring the Landlord' s consent under Section 15. 1, Tenant shall send to Landlord and City written request for Landlord' s and City' s approval of the Transfer ( a " Transfer Consent Request") specifying the name and address ofthe proposed transferee and its legal composition (if applicable). Each Transfer Request shall be accompanied by all ofthe following:

15. 2. 1. 1 An audited or certified financial statement ofthe proposed transferee for the three most recent calendar or fiscal years prepared in accordance with generally accepted accounting procedures by a certified public accounting firm sufficiently current and detailed to evaluate the proposed transferee' s assets, liabilities and net worth and certified as true and correct by the proposed transferee;

15. 2. 1. 2 a description of the nature ofthe interest proposed to be transferred, the portion or portions ofthe Property affected by the Transfer, and the proposed effective date of such Transfer;

15. 2. 1. 3 a true and complete copy of the proposed assumption agreement described in Section 15. 5;

15. 2. 1. 4 a complete history of the proposed transferee describing its background, its current real estate projects and location thereof, and the background of the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 principals or personnel to be involved in the development or operation of the portion of the Property subject to the Transfer and stating whether the proposed transferee ever filed for bankruptcy or had projects that were foreclosed;

15. 2. 1. 5 a description of all projects of the proposed transferee which during the past five ( 5) years have been the subject of substantial litigation; and

15. 2. 1. 6 any such other information as reasonably requested by Landlord within fifteen ( 15) days following the receipt of the above information, in order to make an informed decision whether or not to approve or disapprove the Transfer.

15. 2. 2 Approval of Landlord and City. Within sixty ( 60) days following receipt of all the information referred to in Section 15. 2. 1, Landlord shall approve or disapprove a proposed transferee with respect to the information supplied which approval shall not be unreasonably withheld provided the proposed transferee must be approved by the City in accordance with the DDA and Agreement Containing Covenants. If Landlord fails to give Tenant written notice of its disapproval of the transferee or request additional information in writing within such sixty ( 60) day period, it shall be deemed to have approved the transferee except in the event the City disapproves the proposed transferee.

15. 3 Limitations.

15. 3. 1 No Relief from Liability. No Transfer will limit, diminish or otherwise relieve Tenant of any liability described herein. The provisions ofthis Section 15. 3. 1 shall not be applicable to any Transfer following the foreclosure of a Leasehold Mortgage or following the acquisition of Tenant' s interest in this Lease by assignment or deed in lieu of foreclosure, but shall still be subject to the terms and conditions in the DDA and the Agreement Containing Covenants.

15. 3. 2 No Consent If Bankruptcy. In no event shall Landlord be required to consent or be deemed to consent to a Transfer to a party then subject to any proceedings under any insolvency, bankruptcy or similar laws.

15. 3. 3 Criteria for Transfer. Landlord shall be deemed to be reasonable in withholding its consent to a proposed Transfer if, among other requirements, any ofthe following conditions is not satisfied:

15. 3. 3. 1 Tenant delivers to Landlord an audited financial statement of the proposed transferee for the three most recent calendar or fiscal years prepared in accordance with generally accepted accounting principles by a recognized certified accounting firm demonstrating that the proposed transferee ( or its principals) is a viable, going concern with sufficient financial ability to own, operate and manage the Property;

15. 3. 3. 2 the proposed transferee shall have demonstrated experience developing a for -sale affordable residential properties similar to the Project; and

15. 3. 3. 3 the City disapproves the proposed transferee.

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15. 4 Involuntary and Other Transfers. Without limiting any other restrictions on Transfer contained in this Lease, no interest ofTenant in this Lease, the Property or part thereof shall be assignable in the following manner:

15. 4. 1 under an order ofrelief filed, or a plan of reorganization confirmed, for or concerning Tenant by a bankruptcy court of competent jurisdiction under the federal bankruptcy act or the laws ofthe State of California, whereby any interest in this Lease, the Property or part thereof is assigned to any party which does not qualify as an approved transferee pursuant to this Lease unless such order is filed or such plan is confirmed in connection with an involuntary proceeding brought against Tenant and Tenant reacquires such transferred interest within ninety 90) days after the date such order is filed or such plan is confirmed;

15. 4.2 if Tenant assigns substantially all of its assets for the benefit ofits creditors; or

15. 4. 3 if an order of attachment is issued by a court of competent jurisdiction, whereby any interest in this Lease, the Property or part thereof substantially all of Tenant's assets are attached by its creditors and such order of attachment is not stayed within ninety ( 90) days after the date it is issued.

The transfers described in this Section 15. 4 shall constitute a breach under this Lease by Tenant and Landlord shall have the right to terminate this Lease as a result of any such transfer taking place, in which case this Lease shall not be treated as an asset of Tenant. In such event, a Leasehold Mortgagee may request a new lease in accordance with Section 14. 2. 3.

15. 5 Assumption Agreement and Release. No permitted Transfer shall be effective until any curable default hereunder shall have been cured and there shall have been delivered to Landlord and City an assumption agreement, executed by the transferor and the proposed transferee, whereby such transferee expressly assumes liability for such Lease obligations as arise and/ or accrue during the period in which the transferee retains ownership ofthe interest of Tenant in the Property and in this Lease. The Parties agree that as a condition to any Transfer taking place the transferee shall deliver to Landlord and City representations and warranties confirming the accuracy ofthe information delivered to Landlord concerning its current financial condition and its outstanding or pending liabilities.

15. 6 Sale by Landlord. Nothing contained in this Lease shall be deemed in any way to limit, restrict or otherwise affect the right of Landlord to sell, transfer, assign or convey all or any portion of the right, title and estate of Landlord in the Property and in this Lease; provided, however, that in each such instance any such sale, transfer, assignment or conveyance shall be subject to this Lease, and Tenant's other rights arising out ofthis Lease shall not be affected or disturbed in any way by any such sale, transfer, assignment or conveyance. Any other provision of this Lease to the contrary notwithstanding, each covenant, agreement or obligation of Landlord under this Lease relating to the ownership or use ofthe Property is intended to and shall constitute a covenant running with the title to the Property and shall be binding upon the owner from time to time ofthe Property. At such time as Landlord shall sell, transfer, assign or convey the entire right, title and estate ofLandlord in the Property and in this Lease, all CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 obligations and liability on the part of Landlord arising under this Lease after the effective date of such sale, transfer, assignment or conveyance shall terminate as to Landlord, and thereupon all such liabilities and obligations shall be binding upon the transferee.

ARTICLE XVI.

BREACHES, REMEDIES AND TERMINATION

16. 1 Event of Default. Tenant shall be in default under this Lease upon the occurrence of any ofthe following (" Events of Default"):

16. 1. 1 Monetary Obligation. Tenant at any time is in default hereunder as to any monetary obligation ( including without limitation, Tenant' s obligation to pay taxes and assessments due on the Project or this Lease, subject to Tenant' s rights to contest such charges pursuant to Section 5. 2), and such default continues for ten ( 10) days after Tenant receives Notice of Breach ( as defined in Section 16. 2. 1);

16. 1. 2 Insurance. Tenant fails to obtain and maintain any policy of insurance required pursuant to this Lease, and Tenant fails to cure such default within ten ( 10) business days;

16. 1. 3 Abandonment. Tenant abandons the Property;

16. 1. 4 Bankruptcy. Tenant files a voluntary petition in bankruptcy or files any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors; or seeks or consents to or acquiesces in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its property, or of any or all of the royalties, revenues, rents, issues or profits thereof, or makes any general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due;

16. 1. 5 Reorganization. A court of competent jurisdiction enters an order, judgment or decree approving a petition filed against Tenant seeking any reorganization, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, and such order, judgment or decree remains unvacated and unstayed for an aggregate of ninety (90) days from the first date of entry thereof, or any trustee receiver or liquidator of Tenant of all or any substantial part ofits property, or of any or all ofthe royalties, revenues, rents, issues or profits thereof is appointed without the consent or acquiescence of Tenant and such appointment remains unvacated and unstayed for an aggregate of ninety (90) days, such ninety (90) day period to be extended in all cases during any period of a bona fide appeal diligently pursued by Tenant;

16. 1. 6 Attachment. Subject to Tenant's right to contest the following charges pursuant to Sections 5. 2 and Tenant' s rights under Section 6. 6, Tenant fails to pay prior to delinquency taxes or assessments due on the Property or the Project or fails to pay when due any CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 other charge that may result in a lien on the Property or the Project, and Tenant fails to cure such default within ninety (90) days ofthe date of delinquency, but in all events prior to the date upon which the holder of any lien has the right to pursue foreclosure thereof;

16. 1. 7 Transfer. Tenant Transfers all or any portion of Tenant's interest in this Lease, the Property, the Project or part thereof in violation of the provisions of Article XV and fails to rescind such Transfer within ten ( 10) business days after written notice from Landlord;

16. 1. 8 Other Obligations. Tenant defaults in the performance of any term, provision, covenant or agreement contained in the Lease other than an obligation enumerated in this Section 16. 1 and unless a shorter cure period is specified for such default, the default continues for ten ( 10) business days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which Landlord shall have given written notice ofthe default to Tenant; provided however, ifthe default is of a nature that it cannot be cured within said thirty ( 30) day period, an Event of Default shall not arise hereunder if Tenant commences to cure the default within said thirty (30) day period and thereafter prosecutes the curing of such default with due diligence and in good faith to completion.

16. 2 Notice and Opportunity to Cure.

16. 2. 1 Notice of Breach. Unless expressly provided otherwise in this Lease, no breach by a party shall be deemed to have occurred under this Lease unless another party first delivers to the nonperforming party a written request to perform or remedy ( the " Notice of Breach"), stating clearly the nature of the obligation which such nonperforming party has failed to perform, and stating the applicable period of time, if any, permitted to cure the default.

16. 2. 2 Failure to Give Notice of Breach. Failure to give, or delay in giving, Notice of Breach shall not constitute a waiver of any obligation, requirement or covenant required to be performed hereunder. Except as otherwise expressly provided in this Lease, any failure or delay by either party in asserting any rights and remedies as to any breach shall not operate as a waiver of any breach or of any such rights or remedies. Delay by either party in asserting any of its rights and remedies shall not deprive such party ofthe right to institute and maintain any action or proceeding which it may deem appropriate to protect, assert or enforce any such rights or remedies.

16. 3 Remedies Upon Default.

16. 3. 1 Landlord' s Remedies. Upon the occurrence of any Event of Default and in addition to any and all other rights or remedies of Landlord hereunder and/or provided by law, but subject in all events to the rights and remedies of Leasehold Mortgagees under Article XIV of this Lease, Landlord shall have the right to terminate this Lease and/ or Tenant's possessory rights hereunder, in accordance with applicable law to re- enter the Property and take possession thereof and ofthe Project, and except as otherwise provided herein, to remove all persons and property therefrom, and to store such property at Tenant' s risk and for Tenant' s account, and Tenant shall have no further claim thereon or hereunder. In no event shall this Lease be treated as an asset of Tenant after any final adjudication in bankruptcy except at Landlord' s option so to CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 treat the same but no trustee, receiver, or liquidator of Tenant shall have any right to disaffirm this Lease.

16. 3. 2 Remedies Upon Abandonment. If Tenant should breach this Lease and abandon the Property, Landlord may, at its option, but subject in all events to the rights and remedies of Leasehold Mortgagees under Article XIV of this Lease, enforce all of its rights and remedies under this Lease, including the right to recover the rent as it becomes due hereunder.

Additionally, Landlord shall be entitled to recover from Tenant all costs of maintenance and preservation of the Property, and all costs, including attorneys' and receiver's fees incurred in connection with the appointment of and performance by a receiver to protect the Property and Landlord' s interest under this Lease.

16. 3. 3 Landlord Right to Continue Lease. In the event of any default under this Lease by Tenant (and regardless of whether or not Tenant has abandoned the Property), this Lease shall not terminate ( except by an exercise of Landlord' s right to terminate under Section

16. 3. 1) unless Landlord, at Landlord's option, elects to terminate Tenant's right to possession or, at Landlord' s further option, by the giving of any notice ( including, without limitation, any notice preliminary or prerequisite to the bringing of legal proceedings in unlawful detainer) to terminate Tenant' s right to possession. For so long as this Lease continues in effect, Landlord may enforce all of Landlord's rights and remedies under this Lease, including, without limitation, the right to recover all rent and other monetary payments as they become due hereunder. For the purposes of this Lease, the following shall not constitute termination of Tenant's right to possession: ( a) acts of maintenance or preservation or efforts to relet the Property; or (b) the appointment of a receiver upon initiative of Landlord to protect Landlord's interest under this Lease.

16. 3. 4 Right to Injunction; Specific Performance. In the event of a default by Tenant under this Lease that remains uncured beyond any applicable grace periods permitted hereunder, Landlord shall have the right to commence an action against Tenant for damages, injunction and/ or specific performance. Tenant' s failure, for any reason, to comply with a court - ordered injunction or order for specific performance shall constitute a breach under this Lease.

16. 3. 5 Damages . Upon Termination. Should Landlord elect to re- enter the Property, or should Landlord take possession pursuant to legal proceedings or to any notice provided by law, this Lease shall thereupon terminate, and Landlord may recover from Tenant:

16. 3. 5. 1 the worth at the time of award of the unpaid rent which is due, owing and unpaid by Tenant to Landlord at the time of termination; and

16. 3. 5. 2 the worth at the time of award of the amount by which the unpaid rent which would have come due after termination until the time of award exceeds the amount of rental loss that Tenant proves could have been reasonably avoided; and

16. 3. 5. 3 the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of rental loss which Tenant proves could be reasonably avoided; and
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16. 3. 5. 4 all other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course ofthings are likely to result therefrom, including all costs including attorneys' fees) of repossession, removing persons or property from the Property, repairs, reletting and reasonable alterations of the Project in connection with reletting, if any.

All computations ofthe worth at the time of award of amounts recoverable by Landlord under subparagraphs 16. 3. 5. 1, 16. 3. 5. 2, and 16. 3. 5. 4 above shall be computed by allowing interest at a rate equal to the rate of interest most recently announced by Bank ofAmerica, N.A. (or any successor bank) at its principal office in San Francisco as its " reference rate" serving as the basis upon which effective rates of interest are calculated for those transactions making reference thereto, but in no event in excess ofthe maximum rate of interest permitted under applicable law.

The worth at the time ofthe award recoverable by Landlord under (c) above shall be computed by discounting the amount otherwise recoverable by Landlord at the discount rate of the Federal Reserve Bank of San Francisco at the time ofthe award plus 1%, or at such lower discount rate as may hereafter be specified by applicable California statute.

16. 4 Right to Receiver. Following the occurrence of an Event of Default, if Tenant and all Leasehold Mortgagees) fails after receipt of a Notice of Breach to cure the default within the time period set forth in this Lease, Landlord, at its option, may have a receiver appointed to take possession of Tenant' s interest in the Property with power in the receiver ( a) to administer Tenant's interest in the Property, (b) to collect all funds available in connection with the operation ofthe Property, and ( c) to perform all other acts consistent with Tenant' s obligations under this Lease, as the court deems proper. Landlord' s rights under this Section 16. 4 shall be subject and subordinate to the rights of all Leasehold Mortgagees.

16. 5 Remedies Cumulative. No remedy in this Article XVI shall be considered exclusive of any other remedy, but the same shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute, and every power and remedy given by this Lease may be exercised from time to time and as often as occasion may arise or as may be deemed expedient, subject to any limitations referred to hereinabove.

16. 6 No Election of Remedies. The rights given in this Article XVI to receive, collect or sue for any rent or rents, moneys or payments, or to enforce the terms, provisions and conditions of this Lease, or to prevent the breach or nonobservance thereof, or the exercise of any such right or of any other right or remedy hereunder or otherwise granted or arising, shall not in any way affect or impair or toll the right or power of Landlord upon the conditions and subject to the provisions in this Lease to terminate Tenant' s right of possession because of any default in or breach of any ofthe covenants, provisions or conditions of this Lease beyond the applicable cure period.

16. 7 Survival of Obligations. Nothing herein shall be deemed to affect the right of Landlord to indemnification for liability arising prior to the termination of the Lease for personal injuries or property damage or in connection with any other Claim, nor shall anything herein be deemed to affect the right of Landlord to equitable relief where such relief is appropriate. No CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 expiration or termination ofthe Lease by operation oflaw, or otherwise, and no repossession of the Property or any part thereof shall relieve Tenant of its previously accrued liabilities and obligations hereunder, all of which shall survive such expiration, termination or repossession.

16. 8 No Waiver. Except to the extent that Landlord may have agreed in writing, no waiver by Landlord of any breach by Tenant of any of its obligations, agreements or covenants hereunder shall be deemed to be a waiver of any subsequent breach of the same or any other covenant, agreement or obligation, nor shall any forbearance by Landlord to seek a remedy for any breach by Tenant be deemed a waiver by Landlord of its rights or remedies with respect to such breach.

ARTICLE XVII.

GENERAL PROVISIONS

17. 1 Estoppel Certificates. At any time and from time to time, Landlord and Tenant, shall for the benefit of any Leasehold Mortgagee, on at least twenty ( 20) days' prior written request by the requesting Party, deliver to the Party requesting same a statement in writing certifying that this Lease is unmodified and in full force and effect ( or ifthere shall have been modifications that the same is in full force and effect as modified and stating the modifications) and the dates to which the Rent has been paid and stating whether or not, to the best knowledge of the certifying Party, the other Party is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which the certifying Party may have knowledge and such other statements or certifications reasonably requested. A prospective purchaser or mortgagee shall be entitled to request such a statement and rely on a statement delivered hereunder.

17. 2 Quiet Enjoyment. Landlord covenants and agrees that Tenant ( and pursuant to the provision of Article XIV, any Leasehold Mortgagee), upon paying the Rent and all other charges herein provided for and observing and keeping all covenants, agreements and conditions of this Lease on its part to be observed and kept, shall quietly have and enjoy the Property during the Term of this Lease without hindrance or molestation by anyone claiming by or through Landlord, subject, however, to the exceptions, reservations and conditions of this Lease.

17. 3 Landlord' s Right to Enter the Property. Landlord and its agents may enter the Property or the Project from time to time with reasonable notice (and, upon Tenant's request, when accompanied by representative( s) of Tenant), except for emergencies in which case no notice shall be required, to inspect the same, to post notices of nonresponsibility and similar notices, and to discharge Tenant' s obligations hereunder when Tenant has failed to do so within a reasonable time after written notice from Landlord.

17. 4 Representations of Landlord and Tenant.

17. 4. 1 Representations of Tenant. Tenant hereby represents and warrants that all of the following are true and correct as ofthe Effective Date:

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17. 4. 1. 1 Tenant is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of California;

17. 4. 1. 2 Tenant has taken all requisite action in connection with the execution of this Lease and the undertaking ofthe obligations set forth herein. This Lease constitutes the legally valid and binding obligation of Tenant, enforceable against Tenant in accordance with its terms, except as it may be affected by bankruptcy, insolvency or similar laws or by legal or equitable principles relating to or limiting the rights of contracting parties generally; and

17. 4. 1. 3 The execution of this Lease and the acceptance of the obligations set forth herein do not violate any court order or ruling binding upon Tenant or any provision of any indenture, agreement or other instrument to which Tenant is a parry or may be bound. Neither the entry into nor the performance ofthis Lease will violate, be in conflict with or constitute a default under any articles, bylaws, operating agreement, trust agreement, mortgage, deed of trust, indenture, contract, judgment, order or other agreement, charge, right or interest applicable to Tenant.

17.4.2 Representations of Landlord. Landlord hereby represents and warrants that all of the following are true and correct as ofthe Effective Date:

17. 4.2. 1 Landlord has taken all requisite action in connection with the execution ofthis Lease and the undertaking ofthe obligations set forth herein. This Lease constitutes the legally valid and binding obligation of Landlord, enforceable against Landlord in accordance with its terms, except as it may be affected by bankruptcy, insolvency or similar laws or by legal or equitable principles relating to or limiting the rights of contracting parties generally.

17. 4.2. 2 The execution of this Lease and the acceptance of the obligations set forth herein do not violate any court order or ruling binding upon Landlord or any provision of any indenture, agreement or other instrument to which Landlord is a party or may be bound. Neither the entry into nor the performance ofthis Lease will violate, be in conflict with or constitute a default under any articles, bylaws, operating agreement, trust agreement, mortgage, deed of trust, indenture, contract, judgment, order or other agreement, charge, right or interest applicable to Landlord.

17. 4.2. 3 As of the Effective Date, Landlord has not executed or consented to the recordation of any monetary lien on Landlord's fee interest in the Property, and Landlord agrees that it will not execute or consent to the recordation of any monetary lien on Landlord's fee interest in the Property.

17. 5 Miscellaneous.

17. 5. 1 Severability. If any term or provision ofthis Lease or the application thereof to any person or circumstance shall, to any extent, be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder ofthis Lease, or the application of such CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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 term and provision ofthis Lease shall be valid and be enforced to the fullest extent permitted by law.

17. 5. 2 Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Lease 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. All such notices shall be sent by:

17. 5. 2. 1 personal delivery, in which case notice is effective upon delivery;

17. 5. 2. 2 certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or

17. 5. 2. 3 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.

Landlord: Housing Trust Fund Ventura County
360 Mobil Avenue, Suite 213A
Camarillo, CA 93010
Attn: Chief Executive Officer
Tenant: LLC
c/ o People' s Self -Help Housing Corporation
1060 Kendall Road
San Luis Obispo, CA 93401
Attn: CEO & President
With a copy to:

People' s Self -Help Housing Corporation
2901 N. Ventura Rd., Ste. 265
Oxnard, CA 93036,
Attn: Chief Real Estate Development Officer
City: City of Thousand Oaks
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Attn: City Manager
With a copy to:

City of Thousand Oaks
2100 Thousand Oaks Boulevard
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Attn: City Attorney
Leasehold
Mortgagees:

17. 5. 3 Captions; Construction. The captions used for the sections and articles of this Lease are inserted for convenience only and shall not be used to construe this Lease. The language in all parts of this Lease shall be construed as a whole, according to its fair meaning and not strictly for or against Landlord or Tenant.

17. 5. 4 Binding on Successors. Subject to the restrictions on Transfers set forth in Article XV, the Lease shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns. Any reference in the Lease to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with the Lease or under law.

17. 5. 5 Governing Law; Venue. The Lease shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret the Lease shall be filed and heard in the Superior Court ofVentura County, California or in the Federal District Court for the Central District of California.

17. 5. 6 Attorneys' Fees. If either Party fails to perform any of its obligations under the Lease, or if any dispute arises between the Parties concerning the meaning or interpretation of any provision of this Lease, then the prevailing Party in any proceeding in connection with such dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys' fees and disbursements.

17. 5. 7 Indemnity Includes Defense Costs. In any case where either Party is obligated under an express provision ofthis Lease, to indemnify and to save the other Party harmless from any damage or liability, the same shall be deemed to include defense of the indemnitee by the indemnitor, such defense to be through legal counsel reasonably acceptable to the indemnitee.

17. 5. 8 No Brokers; No Third -Party Beneficiaries. Landlord represents that it has not engaged any broker or agent to represent Landlord in this transaction. Tenant represents that it has not engaged any broker or agent to represent Tenant in this transaction. Each Party agrees to indemnify and hold the other harmless from and against any and all liabilities or expenses, including attorneys' fees and costs, arising out of, or in connection with claims made by any broker or individual for commissions or fees as a result ofthe acts of the indemnifying party. There shall be no third -party beneficiaries to this Lease other than the Leasehold Mortgagees and the City.

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17. 5. 9 Disclaimer of Partnership, Lender/ Borrower Relationship. The relationship ofthe Parties under this Lease is solely that of landlord and tenant, and it is expressly understood and agreed that Landlord does not as a result ofthis Lease in any way nor for any purpose become a partner ofTenant or a joint venturer with Tenant in the conduct of Tenant' s business or otherwise. This Lease is not intended to, and shall not be construed to, create the relationship ofprincipal and agent, partnership, joint venture, association, or seller and buyer as between Landlord and Tenant. It is further expressly understood and agreed that this Lease is not intended to, and shall not be construed to create the relationship of lender and borrower, and Landlord does not, solely as a result of this Lease, become a lender to Tenant.

17. 5. 10 Entire Agreement; Amendments. This Lease together with the DDA, the Agreement Containing Covenants and the other documents executed in connection with the DDA contains the entire agreement between the Parties and their affiliates relative to the subject matter of this Lease. All previous correspondence, communications, discussions, agreements, understandings or proposals and acceptances thereof between the Parties or their affiliates or representatives, whether oral or written, are deemed to have been integrated into and superseded by this Lease and are of no further force and effect except as expressly provided in this Lease.

No amendment or modification ofthis Lease shall be effective for any purpose unless in writing signed by Landlord and Tenant, and consented to in writing by the City in its reasonable discretion. Nothing herein is intended to nor shall modify, amend, limit, or otherwise change or alter the terms and conditions ofthe DDA, Grant Deed, Agreement Containing Covenants and the other documents executed in connection with the DDA or the City' s rights therein. In the event if any conflict between this Lease and the DDA, Grant Deed, Agreement Containing Covenants and/ or the other documents executed in connection with the DDA, the terms and conditions of the DDA, Grant Deed, Agreement Containing Covenants and/ or the other documents executed in connection with the DDA, as applicable, shall control.

17. 5. 11 Time is of the Essence; Calculation of Time Periods. Time is of the essence for each condition, term, obligation and provision ofthe Lease. Unless otherwise specified, in computing any period oftime described in the Lease, the day of the act or event after which the designated period oftime begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a business day, in which event the period shall run until the next business day. The final day of any such period shall be deemed to end at 5: 00 p.m., local time at the Property. For purposes ofthe Lease, a " business day" means a day that is not a Saturday, Sunday, a federal holiday or a state holiday under the laws of California.

17. 5. 12 Survival. The following provisions shall survive the expiration or termination ofthis Lease: all representations made by Tenant hereunder, Tenant's release of Indemnitees pursuant to Section 2. 5, Tenant' s indemnification obligations pursuant to Sections

5. 2, 6. 6, 6. 18, 7. 6, 7. 7, 13. 1, 17. 5. 8 and 17. 5. 9 and Article X, and all other provisions of this Lease which state that they shall survive the expiration or termination of this Lease.

17. 5. 13 Headings; rpretation. The section headings and captions used herein are solely for convenience and shall not be used to interpret the Lease. The Parties acknowledge that the Lease is the product of negotiation and compromise on the part of both Parties, and the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Parties agree, that since both Parties have participated in the negotiation and drafting ofthe Lease, the Lease shall not be construed as ifprepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

17. 5. 14 Counterparts. This Lease may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

17. 5. 15 Action by the Landlord. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the Landlord is required or permitted under this Lease, such action shall be in writing. In any approval, consent, or other determination by Landlord required hereunder, Landlord shall act reasonably and in good faith.

Whenever an administrative action is required by the City to implement the terms of this Lease, the City Manager or designee shall have authority to act on behalf ofthe City, except with respect to matters reserved under California law wholly for determination by the City' s governing body or for any matter which the City Manager or designee determines should be referred to the City' s governing body.

17. 5. 16 Action by the Parties. Whenever this Lease calls for either Party to grant consent or approval, the Parties shall exercise reasonable discretion in granting such consent or approval unless this Lease specifically states otherwise.

17. 5. 17 Inspection of Books and Records. Upon request, Tenant shall permit the Landlord to inspect at reasonable times and on a confidential basis those books, records and all other documents of Tenant necessary to determine Tenant' s compliance with the terms of the Lease.

SIGNATURES ON FOLLOWING PAGE
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LANDLORD:

HOUSING TRUST FUND VENTURA COUNTY,
a California nonprofit public benefit corporation
By:

Name:

Its: Chief Executive Officer
TENANT:
a
By:

Name:

Its: Chief Executive Officer
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Exhibit A

LEGAL DESCRIPTION OF PROPERTY
Legal description ofProperty attached)
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Exhibit B

MEMORANDUM OF LEASE
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

MEMORANDUM OF GROUND LEASE

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Housing Trust Fund Ventura County
360 Mobil Avenue, Suite 213A
Camarillo, CA 93010
Attn: Chief Executive Officer
APN: 670- 0- 250- 290 and 670- 0- 250- 210

MEMORANDUM OF GROUND LEASE
THE UNDERSIGNED LESSOR DECLARES:

Documentary Transfer Tax is $ ; City Transfer Tax is $
Computed on full value of property conveyed, or
Computed on full value less value of liens and/ or encumbrances remaining at time of sale,
THIS MEMORANDUM OF GROUND LEASE (" Memorandum"), dated for identification purposes as of , 20_, is entered into by and between the HOUSING TRUST FUND VENTURA COUNTY, a California nonprofit public benefit corporation Landlord"), and , a (" Tenant").

Pursuant to that certain Ground Lease Agreement ( the " Lease"), Landlord hereby leases to Tenant and Tenant leases from Landlord certain real property situated in the City of Thousand Oaks, Ventura County, California, more specifically described on Exhibit A attached hereto (the Property"), consisting of one or more parcels.

The Lease is dated as of , 20 , and the term of the Lease commences as of the date of recordation ofthis Memorandum, and shall continue until the day preceding the fifth (5th) anniversary ofthe date ofrecording of this Memorandum as set forth in Section 3. 1 of the Lease, unless sooner terminated or extended pursuant to the terms of the Lease.

This Memorandum shall incorporate herein all of the terms and provisions of the Lease as though fully set forth therein.

This Memorandum is solely for recording purposes and shall not be construed to alter, modify, amend or supplement the Lease, of which this is a memorandum. Capitalized terms used herein which are not defined shall have the meanings as defined in the Lease.

Dated:

LANDLORD:

HOUSING TRUST FUND VENTURA COUNTY,
a California nonprofit public benefit corporation
By:

Name:

Its: Chief Executive Officer
TENANT:

By:

Name:

Its:
notary acknowledgments required/
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

EXHIBIT A

PROPERTY LEGAL DESCRIPTION
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

EXHIBIT C

SPECIAL PROVISIONS IF THE CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT IS A LEASEHOLD MORTGAGEE.
drafting note: remove ifno construction period financing from HCD; update to current HCD form ifthere is HCD construction period financing]
In the event that the State of California Department of Housing and Community Development (" HCD") is a Leasehold Mortgagee providing a Leasehold Mortgage to Tenant in compliance with Article XIV ( each such loan a " HCD Loan"), and if such HCD Loan or a refinancing of such HCD Loan is secured or collateralized by a deed oftrust or mortgage in favor of HCD encumbering Tenant' s leasehold interest, in such event the provisions of this Exhibit C shall apply. If any provision ofthis Exhibit C is in conflict with any provision ofthe Lease, as to the HCD Loan and the HCD Leasehold Mortgage, the provisions of this Exhibit C shall control and shall supersede the contrary provision ofthe Lease.

1. HCD Capital Loan. The provisions and restrictions of this Exhibit C shall be in force and effect at any time, but only at such time, that there is an outstanding HCD Loan or a HCD Leasehold Mortgage held by HCD securing an HCD Loan. If an HCD Loan, or any refinancing of this Lease, has been paid in full and the HCD Leasehold Mortgage released from title to Tenant's leasehold interest hereunder, then the provisions of this Exhibit C shall cease to apply unless and until HCD again holds an HCD Loan secured or collateralized by an HCD Leasehold Mortgage.

2. Assignment to HCD. In the event that circumstances arise under which the HCD regulations governing the loan program under which the HCD Loan is made (" HCD Program Regulations") provide or require Tenant to assign its leasehold interest hereunder to HCD, (a) the required assignment of Tenant's leasehold interest to HCD shall be deemed for all purposes hereunder to be a Permitted Transfer of Tenant's leasehold interest pursuant to applicable provisions of the Lease and shall not require further prior consent ofthe Landlord, and (b) should HCD so acquire Tenant' s leasehold interest in the Lease, HCD thereafter shall be entitled to transfer or assign the said leasehold interest to a third party as a Permitted Transfer without requiring the consent of the Landlord, providing only that HCD shall make such transfer or assignment in compliance with any applicable HCD Program Regulations. The third party transferee from HCD shall be bound by the provisions and restrictions in the Lease relating to any further Transfer.

4. Special Notice and Right to Cure in the Event of Default. In the event of any default by Tenant under the provisions ofthe Lease including, but not limited to, the occurrence of any one or more ofthe events described in Article XVI of the Lease, and notwithstanding any other provision of the Lease, the Landlord may not exercise any right given to the Landlord under the Lease to terminate the Lease or to accelerate the monetary or other obligations of the Tenant as a remedy to an event of default without (a) concurrently with service of any notice of an event ofdefault given by Landlord to Tenant, giving a copy of such written notice to HCD at the address set forth below:

Facsimile: (
Email: (__)
and ( b) the Landlord shall also permit HCD or its representatives to cure or remedy such default within sixty ( 60) days following the service of written notice from the Landlord to HCD specifying the failure complained of or, if cure or remedy is not reasonably practicable within such sixty (60) day period, then the Lease shall not be deemed to be in default if HCD shall commence such cure or remedy within such sixty (60) day period and thereafter diligently prosecute such cure or remedy to completion. All time periods for a remedy or cure by HCD shall be subject to the " Force Majeure" provisions of the Lease. HCD shall have the same rights as Tenant and as any other Leasehold Mortgagee to cure any Event of Default under the Lease on behalf of Tenant. Landlord shall accept the performance by HCD in such event ifmade in lieu of performance by the Tenant with the same force and effect as if such cure or remedy was performed by the Tenant.

5. Absence of Restrictions on HCD Program Requirements. No provision of the Lease shall be interpreted in such a way that it fails to ensure the validity of any HCD Loan or of the Leasehold Mortgage securing an HCD Loan. Further, no provision of the Lease shall be interpreted in a way that is contrary to HCD' s right to require the Project to satisfy all of HCD's Uniform Multifamily Regulations and of any specific requirements of the HCD Program Regulations. No provision of the Lease shall be interpreted to prohibit HCD from enforcing any provision ofthe HCD Loan on the Project without restriction, providing only that such HCD action is in compliance with HCD' s Uniform Multifamily Regulations and applicable requirements ofthe HCD Program Regulations.

6. HCD Consent Required for Termination, Modification or Amendment.

Notwithstanding any other provisions ofthe Lease to the contrary, the Landlord shall not, and shall not permit, the termination, modification or amendment to any provision of the Lease without the prior written consent of HCD. Any attempt to take such actions without first receiving HCD's consent shall be deemed void and of no force and effect.

7. Damage or Destruction. Notwithstanding any other provision ofthe Lease or of the requirement of any Leasehold Mortgage to the contrary, in the event of destruction of any of the Project constituting the Project neither Tenant nor the Landlord shall terminate the Lease if and so long as either the Tenant or HCD, but only at HCD' s sole discretion, pursues with reasonable diligence reconstruction of such Project in accordance with applicable provisions ofthe Lease.

8. HCD Non -Responsibility for Performance. Notwithstanding any other provision of the Lease to the contrary, HCD shall not have any responsibility, liability or obligation to perform any obligation of Tenant under the Lease on behalf of Tenant unless and until HCD has CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 taken such actions as may be required to, and has completed, its acquisition of Tenant' s leasehold interest thereunder by or through the exercise of HCD's rights under its Leasehold Mortgage.

Should it acquire Tenant' s leasehold interest, HCD shall be liable to perform the obligations imposed on Tenant by the Lease incurred or accrued only during the period that HCD has ownership of such leasehold interest. The provisions ofthe Lease enforceable against the Tenant shall likewise be enforceable against HCD only when, and then only for so long as, HCD owns or has title to Tenant' s leasehold interest, and then only in compliance with the applicable terms of the Lease. HCD shall not be liable for the performance of any Lease obligations accruing prior to its ownership of Tenant' s leasehold interest or for any such obligations accruing at any point following HCD' s assignment, sale or transfer of HCD' s leasehold interest thereunder to any third person or entity.

9. Non -Merger; New Lease. Notwithstanding any other provision of the Lease to the contrary, if both the Landlord's and the Tenant's estates in the Property or the Project or both become vested in the same owner, the Lease shall nevertheless not be destroyed by application of the doctrine of merger without the prior written consent of HCD, which HCD shall be under no obligation to provide. Further, HCD' s acquisition of Tenant' s leasehold interest under the Lease by Transfer, assignment, foreclosure, or voluntary transfer in lieu of foreclosure, will not result in a termination of Tenant' s leasehold interest thereunder. In the event that HCD acquires Tenant' s leasehold interest under the Lease, HCD shall have the right to require the Landlord to replace the Lease with a new lease covering the Property containing substantially all ofthe same rights, terms, covenants, considerations and obligations as set forth in the Lease, and for a term to commence on the date of procurement by the Landlord of possession of the Property and to have a term until expiration at least as long as the balance of the Term then remaining on the Lease prior to the acquisition of the leasehold interest by HCD ifthe Lease had otherwise continued uninterrupted until the end of its Term. Such new lease shall be executed and delivered by the Landlord in compliance with the obligations established by Section 14. 2. 3 of the Lease.

10. Bankruptcy. For the purposes of this Lease, any reference to " Bankruptcy Law" shall refer to Title I I of the United States Code or any other or successor State or Federal statute relating to assignment for the benefit of creditors, appointment of a receiver or trustee, bankruptcy, composition, insolvency, moratorium, reorganization or similar matters. " Bankruptcy proceeding" shall be deemed to mean any proceeding, whether voluntary or involuntary, under any Bankruptcy Law. In the event of a bankruptcy by either Tenant or Landlord, neither Landlord nor the Tenant will exercise any rights under any provision of Bankruptcy Law that would cause the termination of the Lease or otherwise render it unenforceable in accordance with its terms.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 11

FORM OF HOMEOWNER GROUND LEASE
behind this page]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Housing Land Trust Ventura County
360 Mobil Avenue, Suite 213A
Camarillo, CA 93010
Attn: Chief Executive Officer

HOMEBUYER GROUND LEASE WITH

IMPROVEMENT RESALE RESTRICTIONS, OPTION TO

PURCHASE AND RIGHT OF FIRST REFUSAL
For Condominium Development
By and Between:

Housing Land Trust Ventura County
and
Homebuyer Lease — Affordable Units)
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

HOMEBUYER GROUND LEASE WITH

IMPROVEMENT RESALE RESTRICTIONS, OPTION TO PURCHASE

AND RIGHT OF FIRST REFUSAL

THIS HOMEBUYER GROUND LEASE WITH IMPROVEMENT RESALE
RESTRICTIONS, OPTION TO PURCHASE AND RIGHT OF FIRST REFUSAL ( the " Lease") is made and entered into this day of , by and between HOUSING LAND TRUST VENTURA COUNTY, a California public benefit nonprofit corporation (" Land Owner"), and
Condominium Owner"), with respect to the
following recitals:

A. Land Owner is organized exclusively for charitable purposes, including:
facilitating the development of affordable housing for low and moderate income residents of Ventura County; creating and maintaining permanently affordable single-family or multifamily residences, and otherwise serving as a " community land trust" as defined in California Revenue and Taxation Code Section 214. 18, as amended, and any successor statute; acquiring, developing, rehabilitating, constructing, financing, managing, selling, renting, disposing of, subsidizing, and monitoring single- and multi -family housing, land, and other property in order to provide decent, safe, and sanitary housing affordable to persons and families of low and moderate incomes; assisting low and moderate income households by providing them with affordable homeownership opportunities, while preserving the quality and affordability ofthe homes for future low and moderate income residents of the Ventura County; promoting social welfare by supporting affordable housing in Ventura County; lessening the burdens of government by assisting local governments, their agencies and their authorities, boards or commissions through the undertaking of housing activities for low and moderate income households, including program administration activities; assisting local governments in the preservation of affordable housing by acquiring property to be held by the Land Owner indefinitely, primarily for conveyance under long term ground leases to low and moderate income households and organizations operating affordable rental housing and whereby these same households and organizations will own the improvements located on such leased properties; and carrying out such other activities to create and maintain permanently affordable single-family or multifamily residences.

B. A goal of Land Owner is to stimulate the conveyance of decent, affordable housing among low to moderate income people by providing access to housing for such persons at affordable prices through the long- term leasing of land underlying said housing.

C. Land Owner is the owner of the real property in the City of Thousand Oaks, County of Ventura, all as more particularly described in Exhibit A, attached hereto and incorporated herein by this reference (the " Land").

D. The City of Thousand Oaks ( the " City") conveyed the Land to Land Owner pursuant to that certain Disposition and Development Agreement dated as of March 19, 2024 entered into by the City, on the one hand, and Land Owner and People' s Self -Help Housing CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Corporation, a California nonprofit public benefit corporation (" PSHH"), on the other hand, as may be amended or modified from time to time, ( the " DDA") for the purpose of Land Owner leasing the same to one or more persons of limited financial means in accordance with, and in furtherance of, Land Owner' s charitable goals and purposes. For that reason, the City has certain rights under this Lease. In connection with the DDA, that certain Agreement Containing Covenants and Declaration of Covenants and Restrictions was entered into by the City and Land Owner, and was recorded against fee title to the Land in the official records ofVentura County on as document number (" Agreement Containing Covenants").

E. The Land Owner entered into a ground lease with ( the Developer"), in which Land Owner leased the Land to Developer and Developer agreed to construct 78 townhome condominium units and related Common Area as more particularly described in the Condominium Plan ( as defined below).

F. The Land Owner established a land trust plan of condominium ownership by recording on the Land that certain Declaration of Covenants, Restrictions and Easements against the Land in the Official Records ( defined in Section 1. 1) on as document number the " Declaration").

G. Condominium Owner is purchasing from the Developer one of the Condominium units located in an airspace parcel connected to the Land and an undivided 1/ 78th interest in the Common Area established by the Condominium Plan at an affordable price for Income Residents which is Dollars ($ ), exclusive of closing costs and one- time fees ( the " Original Purchase Price"). The condominium interest Condominium Owner is purchasing is commonly known as [ drafting note: or unit number] ( the Unit").

H. In connection with Condominium Owner' s purchase of the Unit, Condominium Owner will ground lease the airspace parcel associated with the Unit and an undivided 1/ 78th leasehold interest in the Common Area established by the Condominium Plan from Land Owner the " Leasehold Property") pursuant to this Lease.

I. Condominium Owner shares the charitable goals and purposes of Land Owner and has agreed to enter into this Lease not only to obtain those certain benefits to which Condominium Owner is entitled hereunder, but also to further the charitable purposes of Land Owner.

J. In furtherance ofthe charitable goals and purposes of Land Owner, and in exchange for the opportunity to buy the Unit for an affordable price, Condominium Owner is entering into this Lease with Land Owner. Among other requirements, this Lease requires Condominium Owner to occupy the Unit, and restricts the sales price for which Condominium Owner may sell the Unit in the future. In addition, the Land Owner and City will each have the option to purchase the Unit for an affordable price called the " Purchase Price Option" in this Lease in the event Condominium Owner desires to transfer the Unit or is in default under this Lease.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 K. Land Owner and Condominium Owner recognize the special nature of the terms and conditions of the Lease, and each ofthe parties hereto, freely accepts said terms and conditions, including, without limitation, such terms and conditions as might affect the marketability or resale price ofthe Unit and other improvements located on the Leasehold Property.

L. Land Owner and Condominium Owner understand and accept that the terms and conditions of this Lease advance the parties' shared goals over an extended period oftime and through a succession of owners.

NOW THEREFORE, in consideration of the foregoing recitals, ofthe mutual promises ofthe parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I: DEFINITIONS AND EXHIBITS

1. 1 DEFINITIONS. The following definitions are utilized in this Lease. a) " Added Improvements" means any physical alterations to the Unit made by Condominium Owner that are permanently affixed to and will remain with the Land. b) " Additional Lease Fee" means any amounts due Land Owner from Condominium Owner pursuant to this Lease." Agreement Containing Covenants" is defined in Recital D.
d) " Association" means Owners Association, a California nonprofit mutual benefit corporation.
e) " City" means the City of Thousand Oaks, California, and any assignee of, or successor to, the rights, powers, and responsibilities ofthe City. f) " Common Area" is defined in the Condominium Plan.
g) " Condominium" means an estate in real property, as defined in section 783 and section 1351 ( f) of the California Civil Code and shall have the meaning set forth in the Declaration. With respect to this Lease, the Condominium means Unit forth in the Condominium Plan.
as set
h) " Condominium Owner" means each person or entity holding a record ownership interest in any Condominium, and shall include a contract purchaser, provided the contract purchaser is in possession under a recorded contract of sale. " Condominium Owner" shall not include any person who holds an interest in a Condominium as a tenant or as security for the performance of an obligation.
i) " Condominium Plan" means the Condominium Plan recorded on in the Official Records as document no. pursuant to California CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Civil Code § 1351( e) and Government Code § 66247 in connection with the Development and any recorded amendments. The Condominium Plan for this Development is attached to the Declaration as Exhibit
j) " Consumer Price Index" is defined in Section 6. 3.
k) " County" means the County of Ventura, State ofCalifornia. 1) " Declaration" means the Declaration of Covenants, Restrictions and Easements of Land Owner, as described above in Recital E. m) " Developer"
n) " Development" means the Land and all the Improvements on the Land, and includes the Common Area and all Units.
o) " Environmental Law" is defined in Section 5. 7a) ii). p) " Expiration Notice" is defined in Section 4. 2.
q) " Governing Documents" means the Articles, Bylaws and the Rules ofthe Association; as such terms are defined in the Declaration. r) " Hardship Policy" means the Land Owner' s adopted policy with regard to hardships experienced by Condominium Owner which may prevent Condominium Owner from living in the Unit on a temporary basis or from paying the full Lease Fee on a temporary basis which has been provided to Condominium Owner prior to the date ofthis Lease and for which Condominium Owner has acknowledged receipt of any writing, as may be modified from time to time.
s) " Hazardous Substances" is defined in Section 5. 70). t) " HCD" means the California Department of Housing and Community Development, and its successors.
u) " Income Qualified Resident" means a proposed buyer for the Unit subject to this Lease who qualifies as a Income Resident and meets the other requirements set forth in Section 11. 2.
v) " Indemnified Parties" is defined in Section 5. 7c). w) " Indemnitees" is defined in Section 14. 14.
x) " Intent to Sell Notice" is defined in Section 11. 4, a form of which is attached as Exhibit H.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 y) " Land" means that parcel of real property described in Exhibit A attached hereto. The " Land" does not include the Condominiums and does not include the Common Area. z) " Land Owner" means the Housing Land Trust Ventura County, a California nonprofit public benefit corporation, its successors and assigns. aa) " Lease" means this Homebuyer Ground Lease with Improvement Resale Restrictions, Option to Purchase and Right of First Refusal, as may be amended from time to time.
bb) " Lease Fee" or "rent" means all monetary amounts to be paid by the Condominium Owner to Land Owner pursuant to this Lease. cc) " Lease Term" means the approximately ninety- nine ( 99) year period set forth in Section 4. 1 below, or such shorter or longer period during which this Lease shall operate if earlier terminated or later extended in accordance with the provisions ofthis Lease. dd) " Leasehold Property" means the leasehold interest in the airspace parcel in which the Unit is constructed and an undivided 1/ 78th leasehold interest in the Common Area established by the Condominium Plan
ee) itIncome Resident" means a person or group of persons within a household whose combined income, at the time of purchase of a Condominium in the Development, does not exceed percent (__) of the median household income for the County, or any of its successors, for such number of persons as published by HCD. [ drafting note: will revise for each lease to reflect LM[HAF units, Low Income Units or Moderate Income Units]
ff) " Median Income" means the median yearly income, adjusted for a household size of four ( 4), in Ventura County, as published by HCD. In the event such income determination is no longer published by HCD, or has not been updated for a period of at least eighteen ( 18) months, or ifthe method ofcalculation by HCD is substantially changed, the Land Owner may use or develop such other reasonable method as it may choose to determine the Median Income. The Median Income as of the date of this Lease is $ gg) " Notice of Exercise of Option" is defined in Section 11. 5b). hh) " Official Records" means the official records of the County. ii) " Original Purchase Price" means the purchase price paid by Owner for the Unit, as set forth in Recital G.
jj) " Permitted Mortgage" means a mortgage or deed of trust encumbering the Unit as specified in Section 9. 1.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 kk) " Permitted Mortgagee" means each and all of the lenders providing the loans to Condominium Owner as set forth in Section 9. 1. 11) " PSHH" is defined in Recital D.
mm) " Purchase Option" is defined in Section 11. 5a).
nn) " Purchase Option Price" is defined in Section 11. 8. oo) " Purchase Option Upon Default" is defined in Section 13. 2d). pp) " Renewal Notice" is defined in Section 4. 2.
qq) " Security" is defined in Section 9. 1b).
rr) " Unit" is defined in Recital G.

1. 2 EXHIBITS. The following exhibits are attached to this Lease and incorporated herein.

Exhibit A: Legal Description of Land
Exhibit B: Legal Description of Leasehold Property
Exhibit C: Form of Letter of Acknowledgement
Exhibit D: Form of Owner Occupancy Certification
Exhibit E: Fannie Mae Rider [ drafting note: include current form of Rider if applicable at time of sale of Unit with changes, if any] Exhibit F: Form of Request for Added Improvements
Exhibit G: Form of Request for Permitted Mortgage
Exhibit H: Form ofNotice of Intent to Transfer
Exhibit I: Form of Request to Refinance Notice
ARTICLE II: ACKNOWLEDGEMENTS

2. 1 LETTER OF ACKNOWLEDGEMENT: Condominium Owner and each assignee and successor to Condominium Owner' s rights hereunder shall execute and deliver to Land Owner a Letter of Acknowledgement, in a form substantially similar to the attached Exhibit B, confirming Condominium Owner' s review and understanding of this Lease ( including, but not limited to, Article XI of this Lease with respect to the transfer, sale and/ or disposition of the Unit).

2. 2 CERTIFICATIONS. Condominium Owner certifies that ( i) the financial and other information previously provided in order to qualify to lease the Leasehold Property is true and correct as of the date first written above, ( ii) Condominium Owner shall occupy the Leasehold Property and Unit as Condominium Owner' s principal place of residence, ( iii) Condominium Owner is an Income Qualified Resident ( as defined in Section 11. 2 ofthis Lease); CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 iv) Condominium Owner will fully cooperate with Land Owner in providing all information requested by Land Owner in monitoring Condominium Owner' s compliance with this Lease within five ( 5) business days of Land Owner' s request for such information.

Throughout the Term ofthe Lease, Condominium Owner shall make annual certifications to Land Owner and/or its agent regarding Condominium Owner's occupancy ofthe Leasehold Property and Unit in accordance with Section 5. 4, Condominium Owner' s compliance with the insurance requirements of this Lease in accordance with Section 10. 4, and all current occupants ofthe Leasehold Property and Unit. This certification shall take the form of Exhibit D.

The Condominium Owner understands that the City is requiring Land Owner to notify the City of Condominium Owner' s financial information, as previously provided by Condominium Owner to Land Owner. The Condominium Owner agrees that Land Owner may submit a report to the City with Condominium Owner' s income information to verify that Condominium Owner is an Income Qualified Resident.

ARTICLE III: DEMISE OF LEASEHOLD PROPERTY

3. 1 PREMISES: Land Owner, in consideration of the rents reserved and the terms, conditions, covenants and agreements contained herein, does hereby lease the Leasehold Property to Condominium Owner, and Condominium Owner does hereby lease the Leasehold Property as more particularly described in Exhibit B from Land Owner, all on the terms set forth in this Lease.

3. 2 RESERVATION OF MINERAL RIGHTS: Land Owner reserves to itself all of Land Owner's interest, ifany, to the minerals and other extractive resources of the Leasehold Property. This reservation shall not diminish the right of the Condominium Owner under this Lease to occupy and freely use the Leasehold Property. Any eventual extraction by the Land Owner of minerals or other extractive resources shall be carried out with as little disruption to the Condominium Owner as is reasonably possible.

ARTICLE IV: DURATION OF LEASE

4. 1 TERM: The term ofthis Lease will be 99 years, commencing on the day of 20 , and terminating on the day of 12 , unless
terminated sooner or extended as set forth in this Lease.

4. 2 CONDOMINIUM OWNER CAN RENEW LEASE FOR ANOTHER 99
YEARS: The Condominium Owner may renew this Lease for one additional period of 99 years.

The Land Owner may change the terms ofthe Lease for the renewal period prior to the beginning ofthe renewal period but only ifthose changes do not materially and adversely interfere with the rights possessed by Condominium Owner or the City under the Lease. Not more than 365 days nor less than 180 days before the last day ofthe first 99- year period, Land Owner shall give Condominium Owner and the City a written notice that states the date of the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 expiration of the first 99- year period and the conditions for renewal as set forth in the following paragraph ( the " Expiration Notice"). The Expiration Notice shall also describe any changes that Land Owner intends to make in the Lease for the renewal period as permitted above. The City shall have a right to object to any intended changes to the Lease. City must give Land Owner and Condominium Owner written notice of City' s objections within 30 days after receipt of the Expiration Notice; provided that said 30- day period to provide written objections shall be included in the Expiration Notice sent to the City and provided that any Expiration Notice sent to the City has been copied to the City Attorney as set forth in the Notice section herein ( Section

14. 1); further provided that with respect to any Expiration Notice which relates to matters reserved under California law wholly for determination by the City' s governing body or for any matter which the City Manager or designee determines should be referred to the City' s governing body, the City shall have 45 days rather than 30 days after receipt ofthe Expiration Notice to provide Land Owner and Condominium Owner written notice of the City' s objections to any intended changes to the Lease.

The Condominium Owner shall then have the right to renew the Lease only ifthe following conditions are met: ( a) within 60 days of receipt of the Expiration Notice, the Condominium Owner shall give Land Owner written notice stating the Condominium Owner' s desire to renew ( the " Renewal Notice"); ( b) this Lease shall be in effect on the last day of the original 99- year term, and ( c) the Condominium Owner shall not be in default under this Lease or under any Permitted Mortgage on the last day of the original 99- year term.

When Condominium Owner has exercised the option to renew, Condominium Owner and Land Owner shall sign a memorandum stating that the option has been exercised. The Land Owner shall record this memorandum in accordance with the requirements of law promptly after the beginning of the renewal period.

ARTICLE V: USE OF LEASEHOLD PROPERTY

5. 1 RESIDENTIAL USE ONLY: Condominium Owner shall use, and will cause all occupants thereof to use, the Leasehold Property and the Unit only for residential purposes and such incidental uses permitted under the applicable zoning regulations. In addition, transfers of Condominium Owner's interest in the Leasehold Property will be subject to the restrictions hereof, including Articles XI and XII. Condominium Owner agrees and acknowledges that the foregoing limitations, all other conditions and restrictions contained herein, and any conditions and restrictions placed on record by Land Owner and any public body, if any, providing financial assistance for the project are essential to the fulfillment ofthe charitable purposes of Land Owner and are conditions and restrictions on the use ofthe Leasehold Property and Unit intended to run the full term of this Lease.

5. 2 RESPONSIBLE USE: Condominium Owner shall use the Leasehold Property and the Unit in compliance with the Declaration and in a manner so as not to cause actual harm to others or create any nuisances, public or private, and will dispose of any and all waste in a safe and sanitary manner and in accordance with all federal, state and local laws and customary local practices. Condominium Owner shall, at all times during the term hereof, maintain the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Leasehold Property and the Unit in a good, safe, and habitable condition (reasonable wear and tear excepted), in full compliance with all applicable laws and regulations, and in such condition as is required to maintain the insurance coverage required by Section 10. 4 ofthis Lease. In addition, Condominium Owner shall not act in a manner that will cause Land Owner to be in violation of the Agreement Containing Covenants.

5. 3 RESPONSIBLE FOR OTHERS: Condominium Owner shall be responsible for the use ofthe Leasehold Property by any residents thereof, families, their guests, invitees, or anyone else using the Leasehold Property with their consent, and will make them aware ofthe spirit, intent and terms of this Lease.

5. 4 OCCUPANCY: Unless otherwise provided in the Hardship Policy, Condominium Owner shall occupy the Leasehold Property as his/her/their primary residence during the entire term ofthis Lease. Condominium Owner shall provide annual certifications to Land Owner regarding occupancy of the Leasehold Property by February 1 st of each year on the form attached as Exhibit D to this Lease. Occupancy by domestic partners, children or other immediate family members or dependents of Condominium Owner shall not be deemed occupancy by Condominium Owner. Land Owner and its designated agent shall have the right to conduct periodic site visits to confirm occupancy by Condominium Owner.

5. 5 INSPECTION: Land Owner and its designated agent may inspect any portion of the Leasehold Property at any reasonable time and in a reasonable manner upon at least 24 hours oral notice to Condominium Owner. Land Owner may inspect the Unit located on the Leasehold Property only if, in Land Owner' s sole discretion, Land Owner determines there is evidence that Condominium Owner has violated his/ her/their obligations under Section 5. 2 of this Lease.

Although Land Owner will make a reasonable attempt under the circumstances to give Condominium Owner advance notice, Land Owner may inspect any portion of the Leasehold Property and the Unit at any time without notice to Condominium Owner in the event of an emergency.

5. 6 CONDOMINIUM OWNER' S RIGHT TO PEACEFUL ENJOYMENT:

Condominium Owner has the right to undisturbed enjoyment ofthe Leasehold Property, and Land Owner has no desire or intention to interfere with the personal lives, associations, expressions, or actions of Condominium Owner, subject to the terms, covenants, conditions, provisions, restrictions, and reservations ofthis Lease.

5. 7 PROHIBITION OF HAZARDOUS SUBSTANCES. Condominium Owner shall not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances on or in the Leasehold Property or Unit. Condominium Owner shall not, nor allow anyone else to, do anything affecting the Leasehold Property or Unit that is in violation of any Environmental Law. The preceding two sentences shall not apply to the presence, use, or storage on the Leasehold Property or Unit of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal residential uses and to maintenance of the Leasehold Property or Unit.
a) Definitions.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 i) " Hazardous Substances" shall mean those substances defined as toxic or hazardous substances or hazardous waste under any Environmental Law, and the following substances: gasoline, kerosene, other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials.
ii) " Environmental Law" shall mean all federal and State of California laws that relate to health, safety or environmental protection. b) Notice And Remediation. Condominium Owner shall, as soon as possible but no later than five (5) business days of learning of such event, give Land Owner written notice of any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Leasehold Property or Unit and any Hazardous Substances or Environmental Law of which Condominium Owner has actual knowledge. If Condominium Owner learns, or is notified by any governmental or regulatory authority, that any removal or other remediation of any Hazardous Substances affecting the Leasehold Property or Unit is necessary, Condominium Owner shall, as soon as possible but no later than twenty-one ( 21) days of such notification or of learning of such event, commence all necessary remedial actions in accordance with Environmental Law and shall diligently pursue such remediation until completion.
c) Indemnity. Condominium Owner shall indemnify Land Owner, City, and their respective agents, employees, officers, directors, board members, council members and commissioners (" Indemnified Parties") for the failure of the Condominium Owner or any person or entity other than Condominium Owner, to comply with any Environmental Law. This provision shall survive the termination of the Lease.

ARTICLE VI: LEASE FEE

6. 1 LEASE FEE: In consideration of the possession, continued use and occupancy of the Leasehold Property, Condominium Owner will pay to Land Owner a monthly Lease fee ( the Lease Fee"). Subject to the provisions of Section 6. 3, below, the Lease Fee shall be DOLLARS ($ . 00) [ drafting note: to be set atfair
market ground rent with restrictions in place plus $401- bd; $ 50 2- bd; $ 70 3- bd; and $90 4- bd].

6. 2 PAYMENT OF LEASE FEE: The Lease Fee shall be payable to Land Owner, at the address specified in this Lease as Land Owner' s address, on the first day of each month for as long as this Lease remains in effect, unless, with Land Owner's consent, the Lease Fee is to be escrowed by a Permitted Mortgagee, in which case payment shall be made as specified by that Mortgagee. Ifthe Lease commences on a day other than the first ofthe month, a pro-rata portion of the Lease Fee shall be paid for the balance of the month at the time the Lease is executed. In the event that any amount ofpayable Lease Fee remains unpaid when the Unit is sold, the Lease is terminated or assigned to another party, the amount of payable Lease Fee shall be paid to Land CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Owner out of any proceeds from the sale ofthe Unit otherwise due to Condominium Owner at the time of such sale.

6. 3 INCREASE IN LEASE FEE: The Lease Fee shall be increased each year during the term ofthe Lease by an amount not to exceed the lesser of (i) five percent or ( ii) the annual percentage of increase in the Consumer Price Index. " Consumer Price Index," as used in this Lease, means the Consumer Price Index for All Urban Consumers ( Los Angeles -Long Beach - Anaheim, CA, Base 1982- 1984= 100), as published by the Bureau of Labor Statistics of the United States Department of Labor. In the event such index is not in existence when any determination relying on such index under this Lease is to be made, the most comparable governmental index as determined by Land Owner in its sole discretion published in lieu thereof shall be substituted therefor. Land Owner shall provide written notice to Condominium Owner concerning any increase in the Lease Fee. Condominium Owner shall be responsible for the timely payment of any/all such increases.

6. 4 REDUCTION, DELAY OR WAIVER OF LEASE FEE: Land Owner, in its sole and absolute discretion, may reduce, delay or waive, in whole or in part, the Lease Fee from time to time as set forth in its Hardship Policy, in consideration ofthe personal hardship or incapacity of the Condominium Owner or Condominium Owner's general inability to pay. The intent of this Section is to foster continued occupancy by the resident owners despite the occurrence of unforeseeable financial and personal hardship ifdeemed reasonably possible by Land Owner.

6. 5 ADDITIONAL LEASE FEE. In the event Condominium Owner shall owe any fees, costs or other sums to Land Owner under the terms of this Lease in addition to the Lease Fee described in Section 6. 1, including, but not limited to, such costs as Land Owner may incur on behalf of Condominium Owner after failure of Condominium Owner to comply with its obligations under the Lease as set forth in Sections 7. 3, 8. 4, 8. 5, 9. 9 and 10. 3, Land Owner may charge Condominium Owner such amounts as an " Additional Lease Fee". Land Owner shall determine and notify Condominium Owner ofthe time and the manner ( e. g. in lump sum or several payments) in which any Additional Lease Fee is to be paid by Condominium Owner. All Additional Lease Fee shall be payable to Land Owner, at the address specified in Section 14. 1.

6. 6 LATE CHARGES. Condominium Owner hereby acknowledges that late payment ofthe Lease Fee and any other sums due hereunder will cause Land Owner to incur costs and expenses not contemplated by this Lease, the exact amount ofwhich will be extremely difficult and impractical to fix and ascertain. Therefore, if any installment ofthe Lease Fee or other sum due from Condominium Owner shall not be received by Land Owner by the tenth ( 1 Oth) day of any month, Condominium Owner shall pay to Land Owner a late charge of five percent ( 5%) of the installment or other sum due. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Land Owner will incur by reason of late payment by Condominium Owner. Acceptance of such late charge by Land Owner shall in no event constitute a waiver of Condominium Owner' s default or breach with respect to such overdue amount, nor prevent Land Owner from exercising any ofthe other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for three 3) consecutive installments ofthe Lease Fee, then notwithstanding anything else in this Lease to CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 the contrary, the Lease Fee shall, at Land Owner's option, become due and payable quarterly in advance.

ARTICLE VII: TAXES, ASSESSMENTS AND OTHER CHARGES

7. 1 CONDOMINIUM OWNER' S RESPONSIBILITY FOR TAXES,
ASSESSMENTS AND OTHER CHARGES: Condominium Owner shall be responsible for payment of all taxes ( including real property taxes levied against the Leasehold Property and the Unit), governmental assessments, homeowner's association assessments and other charges that relate to the Leasehold Property and the Unit. To the extent any such taxes, assessments and charges are not (i) collected as part ofthe Lease Fee or (ii) collected, impounded and paid by a Permitted Mortgagee, Condominium Owner will pay promptly when due such taxes, assessments and charges directly to the taxing or assessing authority. Condominium Owner shall also pay directly, when due, all service bills, utility fees and other amounts charged as a result of Condominium Owner's ownership ofthe Unit and occupancy ofthe Leasehold Property.

7. 2 GROUND CONDOMINIUM OWNER' S RIGHT TO CONTEST: Condominium Owner shall have the right to contest the amount or validity of any taxes relating to the Unit or the Leasehold Property. Land Owner shall, upon written request by Condominium Owner, join in any such proceedings ifCondominium Owner reasonably determines that it will be necessary or convenient for Land Owner to so join for Condominium Owner to prosecute such proceedings. All other costs and expenses of such proceedings shall be paid by Condominium Owner. If Condominium Owner contests any such tax, assessment, or charge, Condominium Owner may withhold or defer payment or pay under protest, but Condominium Owner shall protect Land Owner and the Leasehold Property from the consequences of any such contest being unsuccessful by adequate bond or other security acceptable to Land Owner.

7. 3 PAYMENTS IN EVENT OF DELINQUENCY: In the event that Condominium Owner fails to timely pay the taxes, assessments or other charges specified in Section 7. 1, above, which are not otherwise part of the Lease Fee, Condominium Owner shall pay such delinquent amounts to Land Owner immediately upon Land Owner's demand or, at Land Owner's sole option, Condominium Owner may pay such delinquent amounts over time by means of an increase in the Lease Fee payments in amounts such that the total sum collected will offset the cost of any delinquent and current taxes, assessments or other charges. Land Owner has the right, but not the obligation, to pay any and all delinquent taxes, assessments and charges on behalf of Condominium Owner and to charge Condominium Owner for the repayment thereof.

Upon Land Owner's demand, Condominium Owner shall immediately reimburse Land Owner for all amounts thus paid on Condominium Owner' s behalf as an Additional Lease Fee.

7. 4 PROOF OF COMPLIANCE: Concurrently with the payment of any taxes, assessments and/ or charges required or permitted by the provisions ofthis Lease, each party, upon request, will furnish evidence satisfactory to the other documenting the payment of all taxes, assessments, and charges paid by such party as required or permitted by the provisions of this Lease. A photocopy of a paid receipt or cancelled check that manifests payment on or CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 before the applicable due date will be deemed acceptable/ satisfactory evidence oftimely payment by the tendering party.

ARTICLE VIII: UNIT

8. 1 OWNERSHIP: It is expressly understood and agreed that the Unit located on the Leasehold Property purchased by Condominium Owner will be and remain the property of Condominium Owner. Title to such Unit will be and remain vested in Condominium Owner.

Condominium Owner's exercise of the rights of ownership is subject and subordinate, however, to the provisions of this Lease ( including but not limited to Section 8. 6 and Articles XI and XII below) regarding the disposition of the Unit by Condominium Owner, Land Owner' s and City's options to purchase the Unit, and the Agreement Containing Covenants. In addition, Condominium Owner shall not sever or remove the Unit from the Leasehold Property without Land Owner' s prior written consent, nor shall Condominium Owner demolish the Units without the prior written consent of Land Owner.

8. 2 PURCHASE OF UNIT BY CONDOMINIUM OWNER: Condominium Owner is simultaneously executing this Lease and purchasing the Unit located on the Leasehold Property. The ownership of the Unit and leasehold ofthe Leasehold Property cannot be separated. The same person or entity must hold both interests simultaneously.

8. 3 CONSTRUCTION AND ALTERATION:
a) Approval of Construction and Alteration. In the event Condominium Owner wishes to make Added Improvements to the Unit, Condominium Owner shall obtain advanced written approval from Land Owner for any Added Improvements whose initial costs exceed Two Thousand Dollars ($ 2, 000) by submitting to Land Owner a Request for Added Improvements as set forth in the form of attached Exhibit F. Prior to commencing construction or installation ofthe approved Added Improvements, Condominium Owner shall provide to Land Owner copies of the Association' s written approval for the Added Improvements ( if and to extent required) and any and all building permits required and issued by the City in its regulatory/municipal capacity (if and to extent required) for the approved Added Improvements.

Notwithstanding any provision herein to the contrary, Land Owner' s approval of any Added Improvements pursuant to this Section 8. 3a) shall not automatically entitle Condominium Owner to an increase in the Purchase Option Price pursuant to the provisions of Section 11. 8b), below.

In order to qualify for an increase in the Purchase Option Price vis-a- vis installation or construction of approved Added Improvements, Condominium Owner must satisfy the additional requirements and conditions identified in Section 11. 8b), below. b) Requirements of Construction and Alteration. Any construction or modification in connection with the Unit or Added Improvements is subject to the following conditions: ( a) all costs will be borne and paid for by Condominium Owner; ( b) all construction will be performed in a workman -like manner and will comply with all applicable laws, ordinances and regulations, including the requirements of local and state public health authorities; ( c) all construction must be consistent with the permitted uses set forth in Article IV; CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 d) no changes will be made to the exterior building envelope without the prior written consent of Land Owner, which consent may be withheld in Land Owner' s sole and absolute discretion and of the Association ( if and to extent required); ( e) Condominium Owner will furnish to Land Owner a copy of any plans therefor and all building permits for such construction prior to commencing construction; and (f) any construction or modification shall be permitted by and not in conflict with the Declaration. Before Added Improvements are made to the Unit by a third party, Condominium Owner shall provide Land Owner with evidence that such third party carries workers compensation coverage to the extent required by law and liability insurance in an amount to be approved by Land Owner, in its reasonable discretion.

8. 4 PROHIBITION OF LIENS:
a) Condominium Owner will not suffer or permit any vendor' s, mechanic' s, laborer' s, or materialman' s statutory or similar lien to be filed against the Leasehold Property, the Unit, or any interest of Land Owner or Condominium Owner which remains more than sixty ( 60) days after filing thereof, and Condominium Owner will cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or as otherwise permitted by law. If Condominium Owner fails to cause such lien to be discharged within the period aforesaid, then, in addition to any other right or remedy of Land Owner, Land Owner may, but shall not be obligated to, discharge the same by paying the amount in question.

Condominium Owner in good faith and at Condominium Owner's expense may contest the validity of any such asserted lien, provided Condominium Owner has furnished a bond in an amount set by statute or otherwise sufficient to release the Leasehold Property from such lien.

Any amounts paid by Land Owner hereunder in respect of such liens will be deemed to be an Additional Lease Fee payable by Condominium Owner upon demand. b) Condominium Owner will not permit or allow liens or encumbrances of any type to attach to Land Owner' s interest in the Leasehold Property of this Lease, including but not limited to any mortgage, deed oftrust or other encumbrance. Condominium Owner will not permit or allow liens or encumbrances of any type not described in 8. 4( a) to attach to Condominium Owner' s interest in the Leasehold Property of this Lease, including but not limited to any mortgage, deed of trust or other encumbrance, except with the prior written consent of Land Owner in accordance with Article IX, below.

8. 5 MAINTENANCE: Condominium Owner shall, at Condominium Owner' s sole expense, maintain the Leasehold Property and all Unit in good condition and working order and in accordance with the Declaration and all applicable laws, rules, ordinances, orders and regulations of all governmental agencies and entities with jurisdiction and all insurance companies insuring all or any part of the Leasehold Property or Unit. If Condominium Owner fails to maintain the Leasehold Property and Unit in this manner and ifthe Condominium Owner has not cured such condition within thirty (30) days after receiving a notice from the Land Owner of such a condition, or in the event of an emergency, then in addition to any other rights available to the Land Owner, the Land Owner shall have the right ( but not the obligation) to perform all acts necessary to cure such condition. The costs of such cure shall be due from Condominium Owner as Additional Lease Fee. Land Owner shall not be required to provide any CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 services or utilities, including but not limited to heat, electricity, air conditioning or water, or to make any repairs to the Leasehold Property or Unit, and Condominium Owner hereby assumes the full and sole responsibility for furnishing all services and facilities.

8. 6 DISPOSITION OF UNIT UPON EXPIRATION OF LEASE TERM: Upon the expiration of the term hereof, as such term may be extended in writing signed by the Land Owner and the Condominium Owner or sooner terminated in accordance with this Lease, Condominium Owner shall yield up and surrender the Unit (including any improvements thereto) together with the Leasehold Property to the Land Owner. The Unit shall thereupon revert in title to Land Owner at no cost to Land Owner.

ARTICLE IX: FINANCING

9. 1 PERMITTED MORTGAGE( S): Condominium Owner may mortgage, pledge, or encumber the Leasehold Property or any portion thereof or interest therein only pursuant to a Permitted Mortgage as used in this Lease, a " Permitted Mortgagee" is the holder of a Permitted Mortgage". A Permitted Mortgage is a mortgage which:
a) runs in favor of either ( 1) a so- called " institutional lender" such as, but not limited to, a federal, state, or local housing finance agency, a bank ( including savings and loan association or insured credit union), an insurance company, a pension and/or profit-sharing fund or trust, or any combination ofthe foregoing, the policies and procedures of such institutional lender which are subject to direct governmental supervision, or (2) a " community development financial institution" as certified by the U.S. Department of The Treasure or similar nonprofit lender to housing projects for low- and moderate -income persons; b) is a lien on all or any ofthe Unit (the " Security") unless otherwise approved in writing by Land Owner; and
c) has been consented to by Land Owner pursuant to Section 9. 2.

The parties recognize and agree that the Unit may be subject to more than one Permitted Mortgage at a particular time.

9. 2 LAND OWNER' S CONSENT TO PERMITTED MORTGAGE: Condominium Owner may enter into a Permitted Mortgage ofthe Leasehold Property only with the prior written consent of Land Owner. Not less than thirty (30) days prior to the date on which Condominium Owner requests that Land Owner' s consent to a mortgage be effective, Condominium Owner shall furnish to Land Owner a Request for Permitted Mortgage as set forth in the form ofthe attached Exhibit G and true and correct copies of each and every document and instrument to be executed in connection with the transaction represented by such mortgage.

Land Owner shall be required to consent to a mortgage only if all of the following conditions are satisfied:

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 a) such mortgage meets the requirements of Section 9. 1( a) and ( b); b) requests for Notice under California Civil Code Section 2924b to Land Owner and the City will be recorded upon the Leasehold Property at the same time the Permitted Mortgage is recorded upon the Leasehold Property;
c) at the time of such submission and at the time proposed by Condominium Owner for the execution of such documents, no default is then outstanding under this Lease; d) such mortgage and related documentation do not contain any provisions other than provisions generally contained in mortgages used for similar transactions in the County;
e) such mortgage provides, among other things, that in the event of a default in any of the mortgagor's obligations thereunder, the holder of the mortgage shall notify Land Owner and City of such fact and Land Owner and City shall each have the right ( but not the obligation) within 120 days after its receipt of such notice, to cure such default in the mortgagor' s name and on mortgagor' s behalf, provided that current payments due the holder during such 120 day period (or such lesser time period as may have been required to cure such default) are made to the holder, and shall further provide that said holder shall not have the right, unless such default shall not have been cured within such time, to accelerate the note secured by such mortgage or to commence foreclosure under the mortgage on account of such default; f) such mortgage provides, among other things, that if after such cure period the holder intends to accelerate the note secured by such mortgage or initiate foreclosure proceedings under the mortgage, all in accordance with this Section 9.2, the holder shall first notify Land Owner and City of its intention to do so and Land Owner and City shall each have the right, but not the obligation, upon notifying the holder within thirty ( 30) days following receipt of said notice from said holder, to pay off or purchase the indebtedness secured by the mortgage and to acquire such mortgage;
g) such mortgage provides that such holder shall use reasonable efforts to sell the Security pursuant to any sale after or in lieu of foreclosure to a purchaser who is an Income Qualified Resident as defined in Section 11. 2;
h) such mortgage and related documentation do not contain any provisions that could be construed as rendering Land Owner or any subsequent holder of Land Owner' s interest in and to this Lease, or their respective heirs, executors, successors or assigns, personally liable for the payment ofthe debt evidenced by such note and mortgage or any part thereof; i) such mortgage and related documentation shall contain provisions to the effect that the mortgagee shall not look to Land Owner or Land Owner' s interest in the Leasehold Property, but shall look solely to Condominium Owner, the leasehold estate created hereby, the Unit, or such other buildings and improvements which may from time to time exist on the Leasehold Property, for the payment of the debt secured thereby or any part thereof (It is the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 intention of the parties hereto that Land Owner's consent to such mortgage shall be without any liability on the part of Land Owner for any deficiency judgement); j) such mortgage and related documentation provide that in the event any part of the Security is taken in condemnation or by right of eminent domain, the proceeds of the award will be paid over to the holder of the mortgage in accordance with the provisions of Article IX hereof;
k) nothing contained in such mortgage or related documentation obligates Land Owner to execute an assignment ofthe Lease Fee or Additional Lease Fee payable by Condominium Owner under the terms of this Lease;
1) nothing contained in such mortgage can be construed as subordinating or encumbering Land Owner's interest in the Leasehold Property to the lien of the mortgage; m) the total amount of all debt financing secured against the Unit, including any lines of credit, does not exceed the 95% of the then current Purchase Option Price; n) for the initial financing by the Condominium Owner for the first purchase of the Unit from the Developer [drafting note: this introductory phrase is not added to the 10 LM[HAF Leases], the total amount of all debt financing secured against the Unit, including any lines of credit, does not cause the Condominium Owner's monthly housing costs to exceed drafting note: for LM[HAF Units, one twelfth of 30% of 70% of Median Income ifthe Condominium Owner' s gross household income is less than 70% ofMedian Income and for Condominium Owner' s whose gross household income equals or exceeds 70% ofMedian Income, one twelfth of 30% ofthe Condominium Owner' s gross household income, or one twelfth of 30% of 75% ofMedian Income for Low Income Units, or 35% of 115% of Median for Moderate Income Units].
o) ifthe mortgage is a refinance, the Condominium Owner cannot withdraw any cash as part of the refinancing transaction, the mortgage must be a fully amortized fixed rate loan, have a fifteen ( 15) year or thirty ( 30) year tenn, is fully documented, requires no balloon payments, and carry a rate ofinterest no higher than the mortgage it is refinancing; and p) such mortgage may not include interest only payments, balloon payments, negative amortization, or a variable interest rate that will cause Condominium Owner's monthly mortgage payments to increase over time ( except for public agency or nonprofit corporations loans which provide subsidy to the Condominium Owner and do not have such provisions except in the event of Condominium Owner default);
q) such mortgage shall provide, among other things, that, in the event of foreclosure sale by a mortgagee or the delivery of a deed to a mortgagee in lieu of foreclosure, upon acquisition of title to the Unit and the Condominium Owner' s interest in the Leasehold Property by the mortgagee, the mortgagee shall give the Land Owner and City written notice of such acquisition and the Land Owner and City shall each have an option to purchase the Unit and acquire the Condominium Owner' s interest in the Leasehold Property from the mortgagee for the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 full amount owing to the mortgagee under the mortgage; provided, however, that if any of the Land Owner or City gives written notice to the mortgagee of its intent to purchase the Unit and acquire the Condominium Owner' s interest in the Leasehold Property within thirty (30) days following the receipt ofthe mortgagee' s notice of such acquisition ofthe Unit and Condominium Owner's interest; further provided that Land Owner or its assignee or City or its assignee shall complete the purchase ofthe Unit and acquisition of Condominium Owner' s interest in the Leasehold Property within sixty (60) days of having given written notice of its intent to purchase; and provided that, ifthe Land Owner or its assignee or City or its assignee does not complete the purchase within such period, the mortgagee shall be free to sell the Unit and transfer the Condominium Owner' s interest in the Leasehold Property to another person provided that mortgagee shall use reasonable efforts to sell the Unit to a purchaser who is an Income Qualified Resident as defined in Section 11. 2. The priority of rights among Land Owner and City under this Section 9.2 is first to Land Owner and then to City. The Land Owner shall notify City by the date fifteen ( 15) days following the receipt ofthe mortgagee' s notice of such acquisition of the Unit and Condominium Owner's interest ifLand Owner intends to purchase; and
r) such mortgage and related documentation may not require, in the event of a foreclosure sale by a Permitted Mortgagee or the delivery of a deed to a Permitted Mortgagee in lieu of foreclosure, termination of the affordability requirements in this Lease unless expressly approved in writing by Landlord and City, or if and to the extent required by any Permitted Mortgagee the current form of the Fannie Mae Community Land Trust Ground Lease Rider is required to be attached to this Lease with changes to the form that have been agreed upon by the Permitted Mortgagee. Land Owner shall cooperate with and assist City in requesting changes to any required Fannie Mae Community Land Trust Ground Lease Rider in order to include the rights of City contained in this Lease and to prevent elimination of affordability requirements and restrictions.

9. 3 RIGHTS OF PERMITTED MORTGAGEE: Any Permitted Mortgagee shall without the requirement of consent by the Land Owner have the right, but not the obligation, to:
a) cure any default under this Lease, and perform any obligation required hereunder, such cure or performance by a Permitted Mortgagee being effective as ifthe same had been undertaken and performed by Condominium Owner;
b) acquire and convey, assign, transfer and exercise any right, remedy or privilege granted to Condominium Owner by this Lease or otherwise by law, subject to the provisions, if any, in said Permitted Mortgage, which may limit any exercise of any such right, remedy or privilege; and
c) rely upon and enforce any provisions of this Lease to the extent that such provisions are for the benefit of a Permitted Mortgagee.

Permitted Mortgagee shall not, as a condition to the exercise of its rights hereunder, be required to assume personal liability for the payment and performance ofthe obligations of the Condominium Owner hereunder. Any such payment or performance or other CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 act by Permitted Mortgagee hereunder shall not be construed as an agreement by Permitted Mortgagee to assume such personal liability except to the extent Permitted Mortgagee actually takes possession of the Security and the premises or collects fees or rentals from occupants. In the event Permitted Mortgagee does take possession of the Security and thereupon transfers the Security, any such transferee will be required to enter into a written agreement assuming such personal liability and upon any such assumption the Permitted Mortgagee will automatically be released from personal liability hereunder.

In the event that title to the estates of both Land Owner and Condominium Owner will be acquired at any time by the same person or persons, no merger of said estates will occur without the prior written declaration of merger by Permitted Mortgagee and City, so long as Permitted Mortgagee owns any interest in the Security or in said mortgage. In the event that the estate of Land Owner is owned at any time by Condominium Owner ( regardless of a merger), or by any person in which Condominium Owner has a direct or indirect interest, Permitted Mortgagee will not be obligated to cure any default of Condominium Owner hereunder as a condition to the forbearance by Land Owner in the exercise of Land Owner's remedies as herein provided.

9. 4 APPROVAL OF AMENDMENTS: Any amendments to this Lease will be subject to the written approval of Permitted Mortgagee, which approval will not be unreasonably withheld or delayed. The passage ofthirty (30) days after submittal to Permitted Mortgagee of a proposed amendment without approval or disapproval by Permitted Mortgagee will be deemed approval thereof.

9. 5 NEW LEASE TO PERMITTED MORTGAGEE: If this Lease is terminated for any reason, or in the event of the rejection or disaffirmance of the Lease pursuant to bankruptcy law or other law affecting creditors' rights, Land Owner will enter into a new lease ofthe Leasehold Property with the Permitted Mortgagee ( or with any party designated by the Permitted Mortgagee, subject to Land Owner' s approval, which approval will not be unreasonably withheld), not more than thirty (30) days after the request ofthe Permitted Mortgagee. Such lease will be for the remainder of the term of the Lease, effective as of the date of such termination, rejection or disaffirmance, and upon all the terms and provisions contained in the Lease. However, the Permitted Mortgagee will make a written request to Land Owner for such new lease within sixty ( 60) days after the effective date of such termination, rejection or disaffirmance, as the case may be. Such written request will be accompanied by a copy of such new lease, duly executed and acknowledged by the Permitted Mortgagee or the party designated by the Permitted Mortgagee to be the Condominium Owner thereunder, and the Permitted Mortgagee will have cured all defaults under the Lease which can be cured by the payment of money. Any new lease made pursuant to this Section will have the same priority with respect to other interests in the Leasehold Property as the Lease. The provisions ofthis Section will survive the termination, rejection or disaffirmance of the Lease and will continue in full effect thereafter to the same extent as if this Section were independent and an independent contract made by Land Owner, Condominium Owner and the Permitted Mortgagee.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9

9. 6 NO TERMINATION DURING FORECLOSURE: The Land Owner will have no right to terminate this Lease during such time as the Permitted Mortgagee has commenced foreclosure in accordance with the provisions hereof and is diligently pursuing the same. Land Owner shall, however, retain all other remedies set forth in Article XIII during such time as the Permitted Mortgagee has commenced such foreclosure.

9. 7 PROVISIONS SUBJECT TO FORECLOSURE: In the event of a foreclosure sale by a Permitted Mortgagee or the delivery of a deed to a Permitted Mortgagee in lieu of foreclosure in accordance with the provisions hereof, at the election ofthe Permitted Mortgagee, the provisions of Article XI, Sections 11. 1 through 11. 9 will be deleted ( a) to the extent required by the Permitted Mortgagee as expressly agreed upon in writing by Landlord and City in Landlord' s approval of the mortgage as described in Section 9. 2, above, or (b) if expressly required by any Fannie Mae Community Land Trust Ground Lease Rider attached hereto as Exhibit E, and thereafter will be of no further force or effect as to only so much of the Security so foreclosed upon or transferred. Land Owner shall cooperate with and assist City in requesting changes to any required Fannie Mae Community Land Trust Ground Lease Rider in order to include the rights of City contained in this Lease and to prevent elimination of affordability requirements and restrictions. As provided in Section 9. 10, any proceeds in excess ofthe Purchase Option Price belong to Land Owner.

9. 8 NOTICE: In the event that Land Owner sends a notice of default under the Lease to Condominium Owner, Land Owner shall also send a notice of Condominium Owner' s default to Permitted Mortgagee. Whenever in this Article notice is to be given to a Permitted Mortgagee, such notice will be given in the manner set forth in Section 14. 1. Such notice or any other notice to be given to a Permitted Mortgagee, shall be given in the manner set forth in Section 14. 1 of the Lease to the Permitted Mortgagee at the address that has been given by the Permitted Mortgagee to Land Owner by a written notice to Land Owner sent in the manner set forth in said Section 14. 1 of the Lease.

9. 9 COSTS OF MORTGAGE: Condominium Owner will pay to Land Owner at Land Owner' s option, as an Additional Lease Fee hereunder, all fees, costs and expenses, including, without limitation, reasonable attorneys' fees, incurred by Land Owner in connection with any Permitted Mortgage or any other mortgage Condominium Owner presents to Land Owner for approval.

9. 10 LAND OWNER' S RIGHT TO PROCEEDS IN EXCESS OF PURCHASE OPTION PRICE: The parties recognize that it would be contrary to the fundamental concept of this Lease and an incentive to abuse Condominium Owner' s authorization to encumber its leasehold interest with a Permitted Mortgage if Condominium Owner could realize more than the Purchase Option Price as the result of any foreclosure of any mortgage. Accordingly, Condominium Owner hereby irrevocably assigns to Land Owner any and all net proceeds of sale of the Unit remaining after payment of costs of foreclosure and satisfaction of the lien of any Permitted Mortgagee which would otherwise have been payable to Condominium Owner, to the extent such net proceeds exceed the net proceeds that Condominium Owner would have received had the property been sold for the Purchase Option Price established in Article XI ofthis Lease, CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 and authorizes and instructs the Permitted Mortgagee or any party conducting any sale to pay the amount of said excess proceeds directly to Land Owner. In the event that, for any reason, such excess proceeds are paid to Condominium Owner, Condominium Owner hereby agrees to promptly pay the amount of such excess proceeds to Land Owner no later than fifteen ( 15) business days after receiving such proceeds. Land Owner shall use such excess proceeds to assist other Income Qualified Residents to acquire a Unit in the Development.

ARTICLE X: LIABILITY, INSURANCE, DAMAGE

AND DESTRUCTION, EMINENT DOMAIN

10. 1 CONDOMINIUM OWNER' S LIABILITY: From and after the date hereof, Condominium Owner assumes sole responsibility and liability to any and all persons and authorities related to its possession, occupancy and use ofthe Leasehold Property.

10. 2 INDEMNIFICATION OF LAND OWNER AND CITY: Condominium Owner will defend, indemnify and hold Land Owner, City, and their respective agents, employees, officers, board members, council members and commissioners harmless against all liability and claims of liability for damage or injury to person or property from any cause on or about the Leasehold Property. Condominium Owner waives all claims against Land Owner, City, and their respective agents, employees, officers, board members, council members and commissioners for damage or injury to person or property on or about the Leasehold Property arising, or asserted to have arisen, on or about the Leasehold Property from any cause whatsoever. Notwithstanding the foregoing two sentences, Land Owner will remain liable ( and Condominium Owner will not indemnify and defend Land Owner against or waive such claims of liability) for damage or injury due to the grossly negligent or intentional acts or omissions of Land Owner or Land Owner' s agents or employees. This provision shall survive the termination of this Lease.

10. 3 PAYMENT BY LAND OWNER: In the event Land Owner is required or elects to pay any sum whatsoever which is the Condominium Owner' s responsibility or liability, Condominium Owner will reimburse the Land Owner therefor and for reasonable expenses caused thereby as Additional Lease Fee.

10. 4 INSURANCE: Condominium Owner will, at Condominium Owner' s sole expense, keep the Leasehold Property and the Unit located thereon continuously and adequately insured against all manner ofloss, peril or damage. At a minimum, Condominium Owner shall procure and carry such contracts/ policies of insurance that will insure against general liability losses in an amount to be approved by Land Owner, fire damage and other extended coverage hazards, and which contracts/ policies will provide for the full replacement value of all Unit located on the Leasehold Property (and which fire and other extended coverage hazard policies shall be adjusted every five years by appraisal if requested by Land Owner). All contracts/policies ofinsurance will name Land Owner as an additional insured and will be written on a primary, non- contributory basis. Land Owner shall have the right to designate, prescribe and modify the precise coverage types and amounts to be carried by Condominium Owner during the term ofthis Lease. Condominium Owner hereby consents and authorizes Land CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Owner to communicate directly with Condominium Owner's insurance broker in order for Land Owner to confirm Condominium Owner' s compliance with this Section 10. 4.

10. 5 DAMAGE OR DESTRUCTION: Except as provided below in this Section 10. 5, in the event of fire or other casualty to any Unit, Condominium Owner will forthwith commence, and thereafter diligently and continuously prosecute to completion, the repair of such damage and the restoration of such Unit to their condition immediately prior to such damage. All such repairs and restoration will be completed in compliance with all federal, state and local laws and as promptly as possible but in no event longer than twelve ( 12) months after the damage/ casualty events. Condominium Owner will also promptly take all steps necessary to assure that the Leasehold Property will be and remain safe and the damaged Unit shall not constitute a hazard or danger to persons or property from the time of the fire or other casualty.

In no event will the Lease Fee be suspended or abated, except as provided in Land Owner' s Hardship Policy. ( The intent of this Section is to foster perpetual occupancy by Income Qualified Residents, as defined in Section 11. 2 below, despite the occurrence of unforeseeable financial and personal hardship.)
If Condominium Owner, using reasonable judgment and in reliance upon professional estimates and advice, determines either (a) that such full repair and/or restoration is physically impossible, or ( b) provided that Condominium Owner has fulfilled all ofthe hazard insurance requirements set forth in Section 10. 4 hereof, the available insurance proceeds are not more than eighty percent ( 80%) of the cost of such repair and/ or restoration, then Condominium Owner may terminate this Lease by written notice to Land Owner given not later than sixty (60) days after the occurrence of a fire or other casualty which causes substantial damage to the Unit.

Such termination notice will not, however, be effective until sixty (60) days after the date upon which it is received by Land Owner. During such time Land Owner will have the opportunity to seek an adjustment from the insurer so as to increase the amount of available insurance proceeds, arrange for such repair and/ or restoration at a cost sufficiently low so as to avoid condition ( b) of the preceding sentence, or design a partial restoration ofthe Unit which would be sufficient to provide Condominium Owner with Unit of reasonably equivalent quality that are reasonably useable by Condominium Owner, with a floor area not less than eighty percent (80%) of the floor area of the Unit as they existed immediately prior to such fire or other casualty; and in any of the foregoing cases, the Land Owner may render Condominium Owner's termination notice null and void by written notice of such action to Condominium Owner within such additional sixty (60) day period. IfLand Owner will fail to so nullify the termination notice, then this Lease will terminate at the expiration of such sixty ( 60) day period after Land Owner' s receipt of Condominium Owner's termination notice, and any proceeds of insurance payable to Condominium Owner on account of such fire or other casualty will be paid as provided below.

Such proceeds will be paid: first, to the expenses of collection thereof.

Remaining proceeds will be paid to the Condominium Owner ( or its Permitted Mortgagee if required by the Permitted Mortgage) up to the then applicable Land Owner's Purchase Option Price ( as of immediately prior to the casualty) calculated pursuant to Section 11. 8. The balance of such proceeds, if any, will be paid to Land Owner.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Ifthis Lease continues pursuant to the conditions described in this Section 10. 5, the insurance proceeds shall be paid to Land Owner and Condominium Owner to cover any of Land Owner' s and Condominium Owner' s expenses of collecting the proceeds, respectively.

Remaining proceeds shall be paid to the Condominium Owner ( or its Permitted Mortgagee to the extent required by the Permitted Mortgage) for the costs ofrepairing or rebuilding that part ofthe Leasehold Property and Unit damaged or destroyed by the fire or other casualty; and the balance of such proceeds, if any, shall be paid to Land Owner.

10. 6 EMINENT DOMAIN AND PUBLIC DEDICATION: In the event of a taking of the entire Leasehold Property by reason of eminent domain or other action of public authority prior to the expiration of the term ofthis Lease, this Lease will terminate as of the date Condominium Owner is thereby required to give up possession of the Leasehold Property, and the entire amount of any award( s) paid will be allocated between Condominium Owner and Land Owner according to the same order of allocation as that calculated for a casualty according to Section 10. 5.

In the event of a taking (as aforesaid) of less than the entire Leasehold Property, then the proceeds paid or payable by reason of such taking will be allocated as follows:
a) If the Unit may reasonably be restored to a residential use consistent with this Lease, Land Owner may in its discretion allocate some or all ofthe proceeds to enable Condominium Owner to repair and restore that which may remain thereof. b) Any remainder after such allocation will be paid over in accordance with an allocation made as provided above for a taking of the entire Leasehold Property.

Any and all proceedings brought by a parry in connection with the claim or claims for damages as a result of any taking referred to in this Section will be conducted by and at the sole expense of such party. If any provision of law now or hereafter in effect will require that said proceedings be brought by or in the name of any owner or Condominium Owner of the premises, such party will join in such proceedings or permit the same to be brought in its name.

Each party covenants and agrees to do any and all acts and to execute any and all documents which may be required to enable the other to maintain such proceedings. If such party required to join in the proceedings will incur any cost or expense in connection with such proceedings, such party will be entitled to reimbursement for the reasonable amount thereof and same will likewise constitute a first charge against any award.

In the event of any taking that reduces the size of the Leasehold Property but does not result in the termination of the Lease, Land Owner shall reassess the fair rental value of the remaining Leasehold Property and shall adjust the Lease Fee if necessary to ensure that the monthly fee does not exceed the monthly fair rental value of the Leasehold Property for use as restricted by the Lease plus a reasonable monitoring fee.

DISPOSITION OF UNIT

11. 1 INTENT AND EFFECT: It is the express understanding and intent of the parties that the terms and conditions of this Article XI are intended to enhance the marketability of any Unit on the Leasehold Property by making them affordable to Income Qualified Residents who, absent such provisions, would be unable to afford them.

11. 2 TRANSFERS TO INCOME OUALIFIED RESIDENTS: Condominium Owner may transfer its interest in the Leasehold Property and the Unit only to Land Owner ( or its assignee), City (or its assignee), or an Income Qualified Resident ( as defined below) or otherwise only as explicitly permitted by the provisions ofthis Article XI. All such transfers shall be subject to Land Owner' s review and, ifrequested by City, City' s review and purchase option rights set forth in this Article XI, and the purchase price attendant to any sale, transfer and/ or disposition shall not exceed the Purchase Option Price ( defined in Section 11. 8 below). In addition, concurrent with the transfer, the new Condominium Owner shall execute a new ground lease with Land Owner, substantially similar to the form of this Lease. Upon recordation of such new lease ( or a memorandum thereof) against title to the Unit, this Lease shall terminate.

Condominium Owner hereby agrees to provide Land Owner with such information that Land Owner may require to calculate the Purchase Option Price and verify that the transfer was completed in accordance with the terms and conditions of this Lease. Condominium Owner agrees that Land Owner can share such information with City. Any purported transfer done without following the procedures set forth below, except in the case of a transfer to a Permitted Mortgagee in lieu of foreclosure, shall be null and void.

For purposes of this Lease, " Income Qualified Resident" means a person or group of persons within a household whose combined gross income does not exceed percent (_%) of the median household income for the Oxnard —Thousand Oaks —Ventura, CA Metropolitan Statistical Area( or, if not within such Area, for the County) for such number of persons, as determined from time to time by the HCD or any successor thereto. [ drafting note: to indicate in each lease: Low Income or Moderate Income] [ drafting note: add to each ofthe 10 LMIHAF Leases thefollowing language: " For a period of 45 years after the date of recordation ofthe Release of Construction Covenants for the Unit, which is , 20 , a prospective Unit transferee shall not pay more than the " affordable housing cost" as setforth in more detail in California Health and Safety Code Section 50052. 5(b)( 3).]

11. 3 TRANSFER TO CONDOMINIUM OWNER' S LEGATEES OR HEIRS: Upon receipt of notice from the personal representative of the decedent' s estate given within ninety 90) days of the death of Condominium Owner ( or the last surviving co- owner of the Unit), Land Owner will, unless for good cause shown, consent to a transfer ofthe Unit to and an assumption of this Lease by any heir, legatee or devisee ofthe Condominium Owner if, but only if, such heir, legatee or devisee ( i) submits a Letter of Acknowledgement in the form attached hereto as Exhibit B and ( ii) demonstrates to Land Owner' s reasonable satisfaction that he/ she meets the definition of Income Qualified Resident provided herein. Ifthe heir, legatee or devisee is unable or unwilling to comply with these requirements, then such person will not be entitled to CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 possession of the Leasehold Property and must transfer the Leasehold Property and Unit in accordance with the provisions hereof. Transfer and determination of household eligibility ofthe Unit will be according to the Land Owner' s policy.

11. 4 CONDOMINIUM OWNER' S NOTICE OF INTENT TO SELL: In the event that Condominium Owner wishes to assign its interest in the Leasehold Property and to sell/convey its interest in the Unit, Condominium Owner shall notify Land Owner of such desire by submitting an Intent to Sell Notice, as set forth in the form of Exhibit H (the " Intent to Sell Notice"). Such Intent to Sell Notice shall include a statement as to whether Condominium Owner wishes to recommend a prospective buyer as of the date of the Notice. If Condominium Owner so desires to recommend a purchaser, the Intent to Sell Notice shall be accompanied by the following or comparable items: ( 1) the tax return of the proposed transferee's household for the immediately preceding year; ( 2) a current verification of employment of each employed person in the proposed transferee's household; ( 3) the pay stubs for each employed person in the proposed transferee' s household for the three months immediately preceding the month in which notice is given to Land Owner; (4) a statement ofthe proposed terms of sale; and (5) such other documentation as Land Owner shall reasonably require.

Land Owner shall provide a copy of any Intent to Sell Notice to City no later than two (2) days after receipt ofthe Intent to Sell Notice. Condominium Owner agrees that Land Owner may share the Intent to Sell Notice and accompanying information with Land Owner's designated agent and the City.

No assignment, sale, transfer or other disposition will be effective unless and until Land Owner confirms in writing within forty- five ( 45) days of receipt of such notice and accompanying documentation that such assignee or buyer is an Income Qualified Resident and that the terms of sale are permitted under this Lease. Condominium Owner understands that City may require that Land Owner share its determinations about the assignee or buyer with City and City has the right to verify that the assignee or buyer is an Income Qualified Resident and the sales prices meets the requirements of this Lease. Land Owner will be deemed to have confirmed the status ofthe proposed transferee, subject to its option to purchase set out in Section 11. 5, if Land Owner or its agent fails to respond in writing within forty-five (45) days of the receipt ofthe Intent to Sell Notice and accompanying documents. Land Owner' s confirmation or failure to confirm the status of the intended transferee will not constitute a waiver ofits option to purchase as set out in Section 11. 5.

11. 5 LAND OWNER' S AND CITY' S OPTION TO PURCHASE:
a) Purchase Option. Upon receipt of an Intent to Sell Notice from Condominium Owner, Land Owner ( or its assignee) shall have the option to reacquire the Leasehold Property and purchase the Unit (the " Purchase Option") at the Purchase Option Price calculated in accordance with Section 11. 8. City (or its assignee) will have the right to exercise the Purchase Option if Land Owner does not do so within the same time that Land Owner is required to provide notice of the exercise ofthe Purchase Option and on the same terms as set forth for Land Owner in this Lease. The Purchase Option and Purchase Option Price are CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 designed to further the goals and purposes set forth herein by helping to preserve the affordability ofthe Unit to succeeding Income Qualified Residents while taking fair account of the investment of labor and capital by Condominium Owner.

Notwithstanding the foregoing, Land Owner' s option to reacquire the Leasehold Property and purchase the Unit shall not apply upon Land Owner's approval of a transfer of the Unit and Condominium Owner' s interest in the Leasehold Property to an Income Qualified Resident pursuant to the provisions of Section 11. 2, above. b) Exercise of Purchase Option. If Land Owner ( or its assignee) elects to purchase the Unit and reacquire the Leasehold Property, Land Owner shall exercise the Purchase Option by notifying Condominium Owner, in writing, of such election ( the " Notice of Exercise of Option") within thirty (30) days following Land Owner's receipt ofthe Intent to Sell Notice.

If Land Owner does not provide the Notice of Exercise of Option within thirty ( 30) days following Land Owner's receipt ofthe Intent to Sell Notice, City (or its assignee or designee) may exercise the Purchase Option by providing Condominium Owner its Notice of Exercise of Option within sixty (60) days following Land Owner's receipt ofthe Intent to Sell Notice. c) Right to Assign Option. Upon providing its respective Notice of Exercise of Option, Land Owner or City may either proceed to exercise the Purchase Option directly by purchasing the Unit and reacquiring the Leasehold Property, or may assign the Purchase Option to an Income Qualified Resident or other public or nonprofit organization. d) Completion of Purchase. The purchase ( by Land Owner, City, or assignee or designee) must be completed within sixty ( 60) days, unless the parties agree in writing to extend the time, following delivery of the Notice of Exercise of Option, or Condominium Owner may proceed to sell the Unit in accordance with the provisions of Section 11. 6, below. The time permitted for the completion of the purchase by Land Owner, City, or assignee may be extended by mutual agreement of Land Owner or City and Condominium Owner.

11. 6 SALE/ CONVEYANCE BY CONDOMINIUM OWNER FOLLOWING
EXPIRATION OF LAND OWNER' S PURCHASE OPTION: If the Purchase Option has expired without Land Owner, City, or their or their respective assignees or designees acquiring the Unit or ifLand Owner, City, or their respective assignees or designees have failed to consummate the purchase within the sale completion period identified in Section 11. 5d) without any fault of Condominium Owner, above, Condominium Owner may sell the Unit to an Income Qualified Resident for a price that does not exceed the Purchase Option Price as calculated in accordance with this Article XI, Land Owner will enter into a new ground lease with such purchaser substantially in the form ofthis Lease, and this Lease will terminate.

11. 7 LAND OWNER' S POWER OF ATTORNEY TO CONDUCT SALE: In the event that Land Owner, City, or their respective assignees or designees do not timely exercise the Purchase Option and complete the purchase ofthe Unit/reacquisition of the Leasehold Property in accordance with the provisions of Section 11. 5, and Condominium Owner ( a) is not then residing in the Unit and (b) continues to hold the Unit out for sale but is unable to locate a buyer and execute a binding purchase and sale agreement within one ( 1) year of the giving ofthe Intent CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 to Sell Notice, Condominium Owner does hereby appoint Land Owner its attorney in fact to seek a buyer, negotiate a reasonable price that furthers the goals set forth in this Lease, sell the property, and distribute proceeds of sale, minus Land Owner' s costs of sale and reletting and any other sums owed Land Owner by Condominium Owner. Any sales proceeds in excess of the Purchase Option Price shall be retained by Land Owner to assist future Income Qualified Resident acquire a Unit in the Development.

11. 8 PURCHASE OPTION PRICE: The " Purchase Option Price" will be equal to the Original Sales Price as defined in Recital G. hereof, SUBJECT TO:
a) increase or decrease in an amount equal to the percentage change in the median household income for the Oxnard —Thousand Oaks —Ventura, CA Metropolitan Statistical Area ( or, if not within such Area, for the County) for a family of four, as determined from time to time by HCD or any successor thereto. Such change shall be measured by comparing the median household income on the date of the sale of the Unit to Condominium Owner to the median household income on the date the determination is made. b) increase equal to the approved/ adjusted value of any Added Improvements to the Unit ifthe Added Improvements were made by Condominium Owner and approved by Land Owner pursuant to the terms of this Lease ( see, e.g., Section 8. 3a), above. c) decrease, where applicable, in an amount necessary to repair any violations of applicable building, plumbing, electric, fire or housing codes or any other provisions of the applicable, as well as any other repairs needed to put the Unit or Added Improvements' into a " sellable condition". Items necessary to put the Unit into sellable condition shall be determined by the Land Owner, and may include cleaning, painting and making needed structural, mechanical, electrical, plumbing and fixed appliance repairs and other deferred maintenance repairs. In connection with this Section 11. 8c), within fourteen ( 14) days request by Land Owner, Condominium Owner shall provide Land Owner with a home inspection report prepared by a licensed home inspector.

Exhibit C to the Agreement Containing Covenants describes the resale calculation for the Unit in more detail and provides an illustrative example.
drafting note: add the following language to each ofthe 10 LMIHAFLeases:

As required by California Health and Safety Code Section 50052. 5, the prospective transferee ofthe Unit shall not pay more than the " affordable housing cost" as setforth in more detail in California Health and Safety Code Section 50052. 5( b)( 3). This requirement shall expire 20 , which is 45 years after the recordation ofthe Release of Construction Covenants for the Unit, which is , 20 . "]

11. 9 Cost of Transfer. The Condominium Owner shall pay the Land Owner an administrative transaction fee equal to three percent ( 3%) of the Purchase Option Price to compensate Land Owner for Land Owner's administrative activities performed in connection with Condominium Owner' s sale ofthe Unit. This fee will be in addition to any real estate broker CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 fee incurred in connection with the sale of the Unit. The Condominium Owner may not wish to contract with a real estate broker to sell the Unit until the Condominium Owner has received a notice from the Land Owner that the Land Owner does not intend to exercise or assign its Purchase Option, as the services of a broker may not be required ifthe Land Owner or and assignee of Land Owner purchases the Unit pursuant to this Article X.

ARTICLE XII: ASSIGNMENT AND SUBLEASE
Except as otherwise provided in Article IX regarding Permitted Mortgages and Article XI regarding transfers, Condominium Owner will not assign, sublease, sell or otherwise voluntarily convey any of Condominium Owner' s rights under this Lease without the prior written consent of Land Owner in compliance with the Hardship Policy. Condominium Owner agrees that Land Owner will have sole and absolute discretion to withhold such consent in order to further the mutual purposes and goals set forth herein. If permission is granted, any assignment or sublease will be subject to the following conditions:
a) any such assignment or sublease will be subject to all of the terms and provisions of this Lease;
b) in the case of a sublease, the rental or occupancy fee charged the sublessee will not be more than that amount charged Condominium Owner by Land Owner, plus an amount approved by Land Owner to cover costs to Condominium Owner for the Unit; c) in the case of an assignment, the total consideration for such assignment and the related sale or transfer of the Unit will not exceed the Purchase Option Price as calculated in accordance with Article X hereof and the Land Owner will enter into a new lease with the assignee on substantially the same terms as this Lease; d) under no circumstances will Condominium Owner be permitted to sublease, convey, assign, transfer or otherwise rent only a portion ofthe Unit.

Land Owner shall have the right to assign its interests and rights under this Lease to City or any assignee or designee of City.

ARTICLE XIII: DEFAULT

13. 1 EVENTS OF DEFAULT: It will be an Event of Default:
a) ifCondominium Owner shall fail to pay the Lease Fee or other charges for which provision is made herein within thirty ( 30) days after Land Owner has sent to Condominium Owner notice of such default and such default is not cured by (i) Condominium Owner within said thirty ( 30) day period or ( ii) any Permitted Mortgagee within thirty ( 30) days after a subsequent notice from Land Owner to such Permitted Mortgagee of Condominium Owner' s failure to cure such default within the initial 30- day grace period. Notwithstanding, if Condominium Owner will make a good faith partial payment of at least two-thirds (2/ 3) of the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 amount owed during such initial 30-day grace period, then such period will be extended one additional 30- day period;
b) ifCondominium Owner shall fail to perform or observe any other material term or condition in this Lease, and such failure is not cured by Condominium Owner or a Permitted Mortgagee within sixty ( 60) days after notice thereof from Land Owner to Condominium Owner and such Permitted Mortgagee; however, in the case where the Condominium Owner or Permitted Mortgagee has commenced to cure such default within such sixty ( 60) day period and is continuing such cure with all due diligence but cannot by the exercise of due diligence cure such default within such period, such period will be extended for such additional period as may be reasonably required under the circumstances to complete such cure;
c) ifthe estate hereby created will be taken on execution or by other process of law, or if Condominium Owner will be judicially declared bankrupt or insolvent according to law, or if any assignment will be made ofthe property of Condominium Owner for the benefit of creditors, or if a receiver, trustee in involuntary bankruptcy or other similar officer will be appointed to take charge of all or any substantial part of Condominium Owner' s property by a court of competent jurisdiction, or if a petition will be filed for the reorganization of Condominium Owner under any provisions of the Bankruptcy Act now or hereafter enacted, of if Condominium Owner shall file a petition for such reorganization, or for arrangements under any provision of the Bankruptcy Act now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for payment of debts; or d) if Condominium Owner shall sell or transfer, or attempt to sell or transfer, the Leasehold Property and/or the Unit in violation ofthe terms of this Lease.

13. 2 REMEDIES: If any ofthe acts of default specified above occurs and the default is not cured within the relevant cure period, Land Owner shall have the following remedies:
a) Cure On Behalf Of Condominium Owner. Land Owner may, but is not obligated to, perform such duty or obligation on Condominium Owner's behalf. The cost of any such performance by the Land Owner shall be due and payable by Condominium Owner to the Land Owner upon Condominium Owner's receipt of an invoice therefor. If any check given to the Land Owner by Condominium Owner shall not be honored by the bank upon which it was drawn, the Land Owner may require that all future payments by Condominium Owner be made by cashier' s or bank check,
b) Termination. Land Owner may terminate this Lease and initiate summary proceedings against Condominium Owner. Pursuant to such proceedings, without demand or notice, Land Owner may enter into and upon the Leasehold Property or any part thereof and repossess the same, and expel Condominium Owner and those claiming through or under Condominium Owner and remove its or their effects, and Condominium Owner consents to such entry and removal by Land Owner.

CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 If Land Owner will elect to terminate the Lease, then the Permitted Mortgagee will have the right ( subject to Land Owner' s rights under Article IX above) to postpone and extend the specified date for the termination of the Lease for a period sufficient to enable the Permitted Mortgagee or its designee to acquire Condominium Owner' s interest in the Lease by foreclosure of its mortgage or otherwise.
c) Recovery of Damages. The Land Owner may recover from Condominium Owner, (i) any and all unpaid Lease Fees, taxes, assessments and other charges, (ii) damages which may be due or sustained prior to or in connection with such termination or re- entry, and iii) all reasonable costs, fees and expenses ( including, without limitation, reasonable attorneys' fees) incurred by Land Owner in pursuit of its remedies under this Lease. d) Purchase Unit. The Condominium Owner hereby grants to the Land Owner the option to purchase the Unit for the Purchase Option Price, as calculated in accordance with Article XI hereof, upon an Event of Default pursuant to Section 13. 1 above. Such option to purchase on default shall be referred to in this Lease as the " Purchase Option Upon Default".

Said option to purchase is given in consideration of the economic benefits received by the Condominium Owner resulting from Condominium Owner' s purchase of the Unit at a below market price made possible by the Land Owner and City.

The Purchase Option Upon Default may be exercised upon an Event of Default or upon default under any promissory note, deed of trust or any other lien (subject to the notice and cure rights set forth therein), including a judgment lien, recorded against the Unit. The Land Owner shall have thirty (30) days after a default is declared to notify the Condominium Owner and a Permitted Mortgagee of its decision to exercise its option to purchase. Not later than ninety ( 90) days after the notice is given by the Land Owner to the Condominium Owner ofthe Land Owner' s intent to exercise its option, the Land Owner shall purchase the Unit for the Purchase Option Price set forth in Section 11. 8 and title shall be delivered by the Condominium Owner to the Land Owner by grant deed, free and clear of any mortgage or other liens, unless approved in writing by the Land Owner. Ifthe Purchase Price Option is not sufficient to satisfy all liens and encumbrances recorded against the Unit, then the Condominium Owner shall deposit into escrow the additional sums that are required to remove the liens and encumbrances.

Land Owner and the Condominium Owner agree to complete all acts and execute all documents necessary to enable the close of escrow and transfer ofthe Unit to the Land Owner. If Condominium Owner has cured all Defaults prior to close of escrow, Land Owner ( or its assignee) and Condominium Owner, at Land Owner's sole discretion, may by written agreement determine that Land Owner ( or its assignee) shall not exercise its Option. In the event of exercise of the Purchase Option upon Default and purchase of the Unit by the Land Owner or its assignee, the Condominium Owner shall permit a final walk- through ofthe Unit by the Land Owner or its assignee in the final three ( 3) days prior to close of escrow on the transfer. The Land Owner may assign its rights to purchase the Unit under this Section 13. 2 at the Purchase Option Price, as calculated in accordance with Article XI hereof, to the City, an Income Qualified Resident, or another public or nonprofit agency. In the event the Land Owner or its assignee exercises the Purchase Option Upon Default, the Condominium Owner shall pay the Land Owner a transaction CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 fee equal to three percent ( 3%) of the Purchase Option Price if the Land Owner or an assignee of Land Owner purchases the Unit.

13. 3 Other Remedies: The Land Owner may pursue any other remedy now or hereafter available to the Land Owner under the laws of California.

13. 4 Remedies Cumulative: No right, power, or remedy given to the Land Owner by the terms ofthis Lease is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to the Land Owner by the terms of any such instrument, or by any statute or otherwise against Condominium Owner and any other person. Neither the failure nor any delay on the part of the Land Owner to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the Land Owner of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy.

13. 5 LAND OWNER' S DEFAULT: Land Owner will in no event be in default in the performance of any of Land Owner's obligations hereunder unless and until Land Owner shall have failed to perform such obligations within sixty ( 60) days, or such additional time as is reasonably required to correct any default, after notice by Condominium Owner to Land Owner properly specifying wherein Land Owner has failed to perform any such obligation.

ARTICLE XIV: GENERAL PROVISIONS

14. 1 NOTICES: Whenever this Lease requires either party to give notice to the other, the notice will be given in writing and delivered in person or mailed, by certified or registered mail, return receipt requested, or by a nationally recognized overnight delivery service such as Federal Express, to the party at the address set forth below, or such other address designated by like written notice:

If to Land Owner: Housing Land Trust Ventura County
360 Mobil Avenue, Suite 213A
Camarillo, CA 93010
Attn: Chief Executive Officer
Ifto City: City of Thousand Oaks
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Attn: City Manager
With a copy to: City of Thousand Oaks
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Attn: City Attorney
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 If to Condominium Owner:

All notices, demands and requests will be effective two business days after being deposited in the United States Mail, or two business days after being deposited with a nationally recognized overnight delivery service, or, in the case of personal delivery, upon actual receipt or refusal to accept delivery.

Wherever this Lease provides that notice be given to the City, the Land Owner shall provide such notice to the City within two ( 2) days of receipt of such notice from the Condominium Owner or other party as provided in this Section 14. 1.

14. 2 NO BROKERAGE: Condominium Owner warrants and represents that it has not dealt with any broker. In the event any claim is made against Land Owner relative to dealings with brokers, Condominium Owner will defend the claim against Land Owner with counsel of Land Owner' s selection and save harmless and indemnify Land Owner on account of loss, cost or damage which may arise by reason of any such claim.

14. 3 SEVERABILITY : If any clause, Article, Section, paragraph, or subparagraph of this Lease shall be deemed unenforceable or invalid by a court of competent jurisdiction, such material will be read out of this Lease and will not affect the validity of any other Section, clause, Article, paragraph, or subparagraph, or give rise to any cause of action of either party to this Lease against the other, and the remainder of this Lease will be valid and enforced to the fullest extent permitted by law. It is the intention of the parties that their respective options to purchase and all other rights and options hereunder will continue in full force and effect for the duration of the term of this Lease and any renewal thereof, and such options and other rights will be considered to be coupled with an interest. In the event any such option or right will be construed to be subject to any rule of law limiting the duration thereof, the time period for the exercising of such option or right will be construed to vest or terminate within 90 years after its creation.

14. 4 WAIVER: The waiver by Land Owner of, or the failure of Land Owner to take action with respect to, any breach of any term, covenant, condition, provision, restriction, or reservation herein contained will not be deemed to be a waiver of such term, covenant, condition, provision, restriction, or reservation or subsequent breach of same, or of any other term, covenant, condition, provision, restriction, or reservation herein contained. Land Owner may grant waivers in the terms of this Lease, but such must be in writing and signed by Land Owner before being effective.

The subsequent acceptance of Lease Fee or Additional Lease Fee payments hereunder by Land Owner will not be deemed to be a waiver of any preceding breach by Condominium Owner of any term, covenant, condition, provision, restriction, or reservation of this Lease, other than the failure of Condominium Owner to pay the particular lease fee so CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 accepted, regardless of Land Owner's knowledge of such preceding breach at the time of acceptance of such lease fee payment.

14. 5 LAND OWNER' S RIGHT TO PROSECUTE OR DEFEND: Land Owner shall have the right, but will be under no duty or obligation, to prosecute or defend, in its own or Condominium Owner' s name, any actions or proceedings appropriate or necessary to the protection of its title to, and Condominium Owner' s perpetual occupancy, use, and possession of or interest in the Leasehold Property. Whenever requested by Land Owner, Condominium Owner will give Land Owner all reasonable aid in any such action or proceeding, in effecting settlement, securing evidence, obtaining witnesses, or prosecuting or defending such action or proceeding.

14. 6 CONSTRUCTION: Whenever in this Lease a pronoun is used it will be construed to represent either the singular or the plural, masculine or feminine, as the case will demand.

14. 7 CAPTIONS AND HEADINGS: The captions and headings appearing in this Lease are for convenience only, and are not a part ofthis Lease and do not in any way limit or amplify the terms, covenants, conditions, provisions, restrictions, or reservations ofthis Lease.

14. 8 PARTIES BOUND: This Lease sets forth the entire agreement between all parties hereto with respect to the leasing ofthe Leasehold Property; it is binding upon and inures to the benefit of all parties hereto and, in accordance with the provisions hereof, their respective successors in interest. This Lease may be altered or amended only by written notice executed by the parties hereto or their legal representatives or, in accordance with the provisions hereof, their successors in interest.

Thousand Oaks City CouncilOctober 13, 2026

Thousand Oaks City Council
October 13, 2026