Agenda packet — Vacaville City Council, June 9, 2026 (part 1 of 3)

City of Vacaville Agenda for the City Council,
Successor Agency to the Redevelopment
Agency, Housing Authority,
Groundwater Sustainability Agency and
Public Financing Authority
Tuesday, June 09, 2026
06:00 PM
Vacaville City Hall Council Chamber
650 Merchant Street
Entrance to the council Chamber is located
in the parking area off of Walnut Avenue
___________________________________________________________________________ The City of Vacaville is committed to providing meeting facilities that are accessible to persons with disabilities.

Council meetings can be viewed live on the City of Vacaville's website at www.cityofvacaville.com (select the link to view the meeting from the Agenda/Minutes page), on the City’s YouTube account, or Cable Channel 26. Comments on agenda items can be emailed to the City Clerk up to 3:30p.m. prior to the meeting by emailing [email protected]. Please include the item number on which you wish to comment. Written comments will be provided to the City Council for consideration before Council action and will be made available to the public for review. Comments received are kept as part of the record of the meeting. In compliance with the Americans with Disabilities Act, if you need special assistance, please contact the City Clerk’s Office at (707) 449-5100.

All items on the agenda can be opened for public comment before final action is taken. After staff has presented the item, the Mayor will open the matter for comments from the public. Items on the Consent Calendar are routine business items that require no discussion and are acted upon in one motion. However, any item on the Consent Calendar can be removed and discussed separately upon request. The item “Business from the Floor” is the time to address the Council on matters that are not on the agenda and are within the Council’s subject matter jurisdiction.

Comments should be kept to a maximum of three minutes per speaker or group spokesperson (per Government Code § 54954.3(a); VMC §2.0.4.130); the Mayor has the discretion to change the time limit to accommodate the meeting schedule and public interest.

Gov. Code § 84308 (Levine Act): Parties to any proceeding involving a license, permit, or other entitlement for use pending before the City Council must disclose any campaign contribution over $500 (aggregated) within the preceding 12 months by the party, their agent, and those required to be aggregated with their contributions under Gov. Code § 82015.5. The disclosure must include the amount contributed and the name(s) of the contributor(s). "Levine Act: Yes" on this agenda indicates that the item is subject to these regulations.

Closed Session - None
Pursuant to California Government Code Section 54950, et seq.

Roll Call for the Regular Meeting
Mayor/Chair John Carli
Vice Mayor/Vice-Chair Michael Silva, District 3 - attending remotely from lobby of Courtyard Oahu North Shore, 55-40 Kamehameha Hwy Laie, HI 96762
Council/Agency/Authority Member Roy Stockton, District 1

1. 2.

Council/Agency/Authority Member Greg Ritchie, District 2 Council/Agency/Authority Member Sarah Chapman, District 4 Council/Agency/Authority Member Ted Fremouw, District 5 Council/Agency/Authority Member Jeanette Wylie, District 6 Moment of Silence followed by the Pledge of Allegiance
Report out of Closed Session - None
Approval of Agenda
Reports of the City Council
Update on Recent Attended Boards, Commissions, and Committee Meetings Reports of City Manager
Presentations - None
Consent Calendar
Omnibus Ordinance Updating Multiple Vacaville Municipal Code Chapters and Sections Referring to the Community Services Department and Replacing it to State the Parks and Recreation Department (Second Reading)
(Staff Contact: Bruce Mulder, Director of Parks and Recreation (707) 449-5650) Recommended Action: By title only, introduce the subject ordinance and waive reading of the title per Government Code 36934.

Fiscal Impact:

Amount Requested: There are no funds requested for this item.

Funding Source: Not applicable
Budget Distribution: The costs of staff time associated with this item are covered within the existing Parks and Recreation Department operating budget.

Strategic Plan Goal/Initiative:

Goal 4: Maintain Effective and Efficient Services
Levine Act: No
Resolution Approving an Amended and Restated Disposition, Development, and Loan Agreement Between the City of Vacaville and Solano-Napa Habitat for Humanity for the Development of Affordable Homeownership Housing on Cityowned Property on Scoggins Court and East Monte Vista Avenue (APNs 0129-310- 230/240/250/260/360/370/400)
(Staff Contact: Tamara Colden, Housing and Community Services Director (707) 449-5671) Individual Action: By simple motion, adopt the subject resolution.

Fiscal Impact:

Amount Requested: There are no funds requested for this item.

Funding Source: California Department of Housing and Community Development Permanent Local Housing Allocation funding (2922)

3. 4.

5. 6.

6.a

7. 8.

9. 9.a

9.b
Tuesday, June 09, 2026
Budget Distribution: The overall anticipated budget for the PLHA program is already included in the Housing Development's current operating budget (2922.31.3175.755). Upon approval of the proposed reallocation, the budget will be realigned to reflect the updated funding Distribution.

Strategic Plan Goal/Initiative:

Goal 3: Protect Vacaville's Quality of Life
Levine Act: Yes
Resolution Accepting the Construction and Testing of Well 21 Drilling Project Improvements
(Staff Contact: Timothy Hawkins, Utilities Assistant Director (707) 469-6412) Individual Action: By simple motion, adopt the subject resolution.

Fiscal Impact:

Amount Requested: There are no funds requested for this item.

Funding Source: This project was funded by Water Capacity Charges (5106) Budget Distribution: The budget for this project is included in the Capital Improvement Project #860141- Well 15 & 21 Improvements
Strategic Plan Goal/Initiative:

Goal 4: Maintain Effective and Efficient Services
Levine Act: No
Resolution Authorizing the City Manager or Their Designee to Execute a Freeway Maintenance Agreement (FMA) with the State of California Department of Transportation (Caltrans) for the Vaca Valley Parkway and Interstate Route 505 Interchange Project; and Resolution Authorizing the City Manager or Their Designee to Execute a Non-Vehicular Overcrossing (NVOC) Maintenance Agreement with the State of California Department of Transportation (Caltrans) for the Vaca Valley Parkway and Interstate Route 505 Interchange Project
(Staff Contact: Dan Sutton, Engineering Manager (707) 449-5035) Individual Action: By simple motion adopt the subject resolutions.

Fiscal Impact:

Amount Requested: There are no funds requested for this item at this time.

Funding Source: General Fund (1001)
Budget Distribution: The costs associated with this item are covered within the existing Public Works operating budget.

Strategic Plan Goal/Initiative:

Goal 3: Protect Vacaville's Quality of Life
Levine Act: No
Approval of Minutes – Approve the Minutes for the Special Meeting of May 21, 2026 and the Regular Meeting of May 26, 2026
(Staff Contact: Michelle Thornbrugh, City Clerk (707) 449-5100) Individual Action: By simple motion, approve the minutes.

Fiscal Impact:

Amount Requested: There are no funds requested for this item Funding Source: Not applicable
Budget Distribution: The costs of staff time associated with this item are covered within the

9.c

9.d

9.e
Tuesday, June 09, 2026
existing City Clerk's operating budget.

Strategic Plan Goal/Initiative:

Goal 4: Maintain Effective and Efficient Services
Levine Act: No
Approval of Accounts Payable and Payroll Payment of Claims for the Weeks Ending May 22, 2026; and May 29, 2026; and Wire and ACH Disbursements for the Month of May 2026
(Staff Contact: Ken Matsumiya, Director of Finance (707) 449-5180) Individual Action: By simple motion, approve the item.

Fiscal Impact:

The claims for the period total $13,548,624.66
Amount Requested: Not applicable
Funding Source: Various
Budget Distribution: The costs associated with staff time for this item are fully supported within the Finance Department's operating budget.

Strategic Plan Goal/Initiative:

Goal 4: Maintain Effective and Efficient Services
Levine Act: No
Business from the Floor
This is the time to address the Council with issues that are not on the agenda that are within the Council’s subject matter jurisdiction. With certain exceptions, the City Council may not discuss or take action on items that are not on the agenda. Members of the audience wishing to address a specific agendized item are encouraged to offer their public comment during consideration of that item.

Comment is limited to three minutes per speaker or group spokesperson per Government Code §54954.3(a); VMC §2.04.130.

Public Hearings
Resolution of the City Council of the City of Vacaville to Affirm the Main Street Entertainment Zone is Exempt from Environmental Review Pursuant to Section 15061(b)(3) of the California Environmental Quality Act Guidelines; and Ordinance of the City Council of the City of Vacaville to Amend Title 12 of the Vacaville Municipal Code (VMC) by Adding Chapter 12.34 Entitled “Entertainment Zones” to Create New Policies, Procedures, and Standards for Establishing and Regulating Entertainment Zones Within the City of Vacaville (First Reading)
(Staff Contact: Damiere Powell, Associate Planner (707) 449-5515) Recommended Action:

By simple motion adopt the subject resolution.

By title only, introduce the subject ordinance and waive reading of the title per Government Code §36934
Fiscal Impact:

Amount Requested: There are no funds requested for this item.

Funding Source: Community Development Department (2022); Parks and Recreation Department (Special Events)
Budget Distribution: The budget for any expenses related to this item is included in the

9.f

10. 11.

11.a
Tuesday, June 09, 2026
Community & Economic Development Department annual operating budget.

Strategic Plan Goal/Initiative:

Goal 2: Strengthen the Local Economy
Goal 3: Protect Vacaville's Quality of Life
Levine Act: No
Resolution Approving Adjustments to the City's Service and Facility Rental Fee Schedule, including Consumer Price Index and Market Rate Updates, and Establishing New Parks and Recreation Fees
(Staff Contact: Ken Matsumiya, Director of Finance, (707) 449-5180) Recommended Action: By simple motion, adopt the subject resolution.

Fiscal Impact:

Amount Requested: There are no funds requested for this item.

Funding Source: Not applicable
Budget Distribution: The costs of staff time associated with this item are covered within the existing Finance Department operating budget.

Strategic Plan Goal/Initiative:

Goal 4: Maintain Effective and Efficient Services
Levine Act: No
Resolution Approving the Engineers Report, Confirm Diagram and Assessment and Order Levy of Assessments for the City of Vacaville Landscape and Lighting Maintenance Assessment Districts for Fiscal Year 2026-2027 (Staff Contact: Jacob Allred, Assistant Public Works Director - Maintenance (707) 469-6504) Recommended Action: By simple motion, adopt the subject resolution.

Fiscal Impact:

Amount Requested: The total assessments amount to $5,528,262, and the subsidy adds $1,690,550 for a combined total of $7,218,812.

Funding Source: Assessments from Lighting and Landscaping Maintenance Districts (2100- 2240); Subsidy - General Fund (1001)
Budget Distribution: The proposed preliminary plan will be incorporated into the appropriate Lighting and Landscaping Maintenance Districts (2100-2240) funds along with a General Fund benefit contribution and subsidy transfer (1001.00.000.801) and reflected in the FY 2026-27 operating budget Public Works - Lighting and Landscaping Maintenance Districts.

Strategic Plan Goal/Initiative:

Goal 2: Strengthen the Local Economy
Initiative 2A: Manage Impacts from Growth
Goal 4: Maintain Effective and Efficient Services
Initiative 4A: Ensure Fiscal Sustainability
Levine Act: No
Business
Informational Update on the Development of the Fiscal Year 2026-27 Budget: Budget Study Session #2
(Staff Contact: Ken Matsumiya, Director of Finance (707) 449-5180) Recommended Action: Receive report, open discussion, and provide direction to staff.

11.b

11.c

12. 12.a
Tuesday, June 09, 2026
Fiscal Impact:

Amount Requested: There are no funds requested for this item.

Funding Source: Not applicable
Budget Distribution: The costs of staff time associated with this item are covered within the existing Finance Department operating budget.

Strategic Plan Goal/Initiative:

Goal 4: Maintain Effective and Efficient Services
Initiative 4A: Ensure Fiscal Sustainability
Levine Act: No
Informational update on Voter Survey Results and Resolution Directing the City Manager to Return with an Ordinance Imposing a 1% Transaction and Use Tax for Consideration at the June 23, 2026 City Council Meeting (Staff Contact: GeorgeAnne Meggers-Smith, Assistant City Manager (707) 449-5651) Recommended Action:

Receive report, open discussion, and provide direction to staff.

By simple motion, adopt the subject resolution.

Fiscal Impact:

Amount Requested: There are no funds requested for this item.

Funding Source: General Fund (1001)
Budget Distribution: The costs of staff time associated with this item are covered within the existing City Manager's Department operating budget.

Strategic Plan Goal/Initiative:

Goal 1: Ensure Public Safety
Goal 2: Strengthen the Local Economy
Goal 3: Protect Vacaville's Quality of Life
Goal 4: Maintain Effective and Efficient Services
Goal 5: Promote Community Engagement and Increased Equity and Inclusion Levine Act: No
Report on Upcoming Brown Act Teleconferencing and Public Access Requirements and Resolution adopting a Disruption of Telephonic or Internet Service During Meetings Policy in Accordance with Senate Bill 707
(Staff Contact: Michelle Thornbrugh, City Clerk (707) 449-5110) Recommended Action: Council receive the report and by simple motion adopt the subject resolution.

Fiscal Impact:

Amount Requested: There are no funds requested for this item.

Funding Source: Existing PEG funding was utilized to install and upgrade the Council Chamber with Zoom capabilities.

Budget Distribution: The costs of staff time associated with this item are covered within the existing City Manager operating budget.

Strategic Plan Goal/Initiative:

Goal 5: Promote Community Engagement and Increased Equity and Inclusion Levine Act: No
Resolution of the City Council of the City of Vacaville Authorizing the Submission of

12.b

12.c

12.d
Tuesday, June 09, 2026
a Homekey+ Application to the California Department of Housing and Community Development for Funding of 52 Veteran Permanent Supportive Housing Units Within the Victory Gardens Affordable Housing Development Located at 5763 Vanden Road (APN: 0136-080-040) and Authorizing the City Manager or Designee to Execute All Required Application Documents and Related Agreements
(Staff Contact: Tamara Colden, Housing and Community Services Director (707) 449-5671) Recommended Action: By simple motion, adopt the subject resolution.

Fiscal Impact:

Amount Requested: $45,000,000 Homekey+ Funds
Funding Source: State Department of Housing and Community Development Homekey+ funds.

Budget Distribution: If awarded, this item would return to the Council for formal acceptance, budget appropriation and a new fund would be established at that time.

Strategic Plan Goal/Initiative:

Goal 3: Protect Vacaville's Quality of Life
Levine Act: Yes
Adjournment
All public records relating to an open session item that are not exempt from disclosure pursuant to the Public Records Act and that are distributed to a majority of the City Council will be available for public inspection during normal business hours at the City Administration Counter at City Hall, 650 Merchant Street. The City may charge customary photocopying charges for requested copies of such documents.

This agenda and related materials may also be available on the City's website under Public Meetings and Agendas' subject to our staff's ability to pose the documents prior to the meeting. To view City Council meetings, tune in to cable Channel 26, or log onto the City's website at www.cityofvacaville.gov to watch the meeting live or on-demand. If you have any questions, please contact the City Clerk's office at (707) 449-5100.

I declare that the agenda for the Regular Meeting of the City Council/Successor Agency to the Redevelopment Agency/Groundwater Sustainability Agency/Public Financing Authority was posted and available for review by the time and place prescribed by law. ______________________________
Michelle A. Thornbrugh, City Clerk

13. Tuesday, June 09, 2026

CITY OF VACAVILLE
City Council
Staff Report
Meeting Date: June 9, 2026
To: Honorable Mayor and City Council Members
Attention: Savita Chaudhary, City Manager
From: Bruce Mulder, Director of Parks and Recreation
(Bruce Mulder, Director of Parks and Recreation (707) 449-5650) Subject: Omnibus Ordinance of the City Council of the City of Vacaville to update multiple Vacaville Municipal Code Chapters and sections referring to the Community Services Department and replace it to state the Parks and Recreation Department (Second Reading)
Actions for Consideration:

The City Council will consider the second reading and adoption of an omnibus ordinance that updates multiple Vacaville Municipal Code sections referring to the Community Services Department and replace it to state the Parks and Recreation Department.

Recommendations:

By simple motion, adopt the subject ordinance.

Background:

The Vacaville Municipal Code (“VMC”) contains provisions governing essential functions of the Community Services Commission (VMC Chapter 2.34) and the suspended Commission on Aging (VMC 2.31). These two commissions were established by the Parks and Recreation Department when it was then called the Community Services Department. As such, several subsections of these chapters refer to the “Community Services Department”.

Parks and Recreation Department
On July 1, 1989, the Parks and Recreation Department and the Housing and Community Programs consolidated to form the Community Services Department. On July 1, 1991, the departments separated to become two standalone departments: the Community Services Department and the Housing Department and have since remained separate departments.

On July 1, 2019, the Community Services Department changed their name back to the Parks and Recreation Department to accurately reflect the programs, services, events, tasks and projects managed by the Department. Since that time, the City has not updated sections of chapters 2.34 and 2.31 of the VMC where it references the Community Services Department.

Item 9.a
VMC Chapter 2.34 Community Services Commission
In 1992, by Ordinance 1461, the Vacaville City Council adopted an amendment to Title 2 of the VMC entitled Administration and Personnel, by adding Chapter 2.34 entitled Community Services Advisory Commission. In 2005, minor administrative amendments were made to the title and sections 2.34.010 and 2.34.050 of Chapter 2.34.

VMC Chapter 2.31 Commission on Aging
In 1999, by Ordinance 1622 the City of Vacaville created the Commission on Aging. In 2012, due to the economic recession, the City Council suspended the Commission in order to reduce spending. To date, the Commission on Aging has not been reinstated.

Discussion:

On May 26, 2026, the City Council introduced and waived first reading of an omnibus ordinance to update multiple Vacaville Municipal Code sections referring to the Community Services Department and replace it to state the Parks and Recreation Department. At the meeting, it was requested by Council to correct the capitalization of Commission on Aging in section 2.31.010.

This omnibus ordinance updates seven areas as indicated in the table below (Attachments 1 and 2).

Table 1: Proposed sections of the Vacaville Municipal Code requiring updates Chapter 2.34 – Title

2.34.010 - Appointment

2.34.030 (A), (B), (D), (E), (F), and (G) – Powers and duties.

2.34.070 - Vacancy caused by absence.

2.31.010 - Appointment

2.31.030 (D) and (G) – Powers and duties.

2.31.070 – Vacancy caused by absence.

This update is also timely given that the Housing Department recently renamed itself the Housing and Community Services Department. Leaving 'Community Services Department' unreplaced in the VMC would create ambiguity as to which department is referenced in these chapters. The Housing Department's recent renaming has made correction of these references a priority.

Although the Commission on Aging remains suspended, the code sections governing it are updated here for consistency. These amendments are prospective and will take effect if and when the Commission is reinstated by the City Council.

Item 9.a
Environmental Impact:

This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project that has the potential to result in either a physical change in the environment or a reasonably foreseeable indirect physical change in the environment, pursuant to California Code of Regulations Title 14 Section 15378(b)(5).

Fiscal Impact:

Amount Requested: There are no funds requested for this item.

Funding Source: Not applicable
Budget Distribution: The costs of staff time associated with this item are covered within the existing Parks and Recreation Department operating budget.

Alternatives:

The City Council could decide not to adopt the subject ordinance and leave the affected language as-is. Staff do not recommend this option, as it could cause confusion now that the Housing Department has recently changed their name to the Housing and Community Services Department.

Strategic Plan Goal/Initiative:

Goal 4: Maintain Effective and Efficient Services
Levine Act:

No
Attachments:

Cover Ordinance
Attachment 1: Municipal Code Chapter 2.34, and sections 2.34.010, 2.34.030 and 2.34.070; and sections 2.31.010, 2.31.030 and 2.31.070 – Updated Clean Text for Adoption Attachment 2: Municipal Code Chapter 2.34, and sections 2.34.010, 2.34.030 and 2.34.070; and sections 2.31.010, 2.31.030 and 2.31.070 – Redlined Text for Comparison Item 9.a

CITY OF VACAVILLE
ORDINANCE NO.

An Omnibus Ordinance of the City Council of the City of Vacaville Updating Multiple Vacaville Municipal Code Chapters and Sections Referring to the Community Services Department and Replace it to State the Parks and Recreation Department
Whereas, the City of Vacaville, California (“City”) is a municipal corporation, duly organized under the California Constitution and laws of the State of California; and Whereas, the City on February 25, 1992 the City of Vacaville City Council adopted Ordinance 1461 amending Title 2 of the Vacaville Municipal Code (“VMC”) entitled Administration and Personnel, by adding Chapter 2.34 entitled Community Services Advisory Commission; and
Whereas, in 1999 the City of Vacaville City Council adopted Ordinance 1622 creating a Commission on Aging Chapter 2.31 of the VMC; however in 2012 the Commission on Aging was suspended; and;
Whereas, at the time of creation, these two commissions were staffed by the department formerly known as the Community Services Department; and Whereas, on July 1, 2019, the Community Services Department changed their name back to the Parks and Recreation Department to accurately reflect the programs, services, events, tasks and projects managed by the Department; and Whereas, the City Council of the City of Vacaville desires to amend the Vacaville Municipal Code by updating the title of Chapter 2.34 and sections 2.34.010, 2.34.030 and

2.34.070 with minor and administrative changes to accurately refer to the “Parks and Recreation Department”; and
Whereas, the City Council of the City of Vacaville desires to amend the Vacaville Municipal Code by updating Chapter 2.31 sections 2.31.010, 2.31.030 and 2.31.070 with minor and administrative changes to accurately refer to the “Parks and Recreation Department”; and
Whereas, in accordance with the foregoing, this ordinance updates the title of Chapter

2.34 and Sections 2.34.010, 2.34.030 and 2.34.070; and Chapter 2.31 Sections 2.31.010,

2.31.030 and 2.31.070 of the Vacaville Municipal Code; and Whereas, the City Council of the City of Vacaville has considered all pertinent testimony and the staff report, attachments, and all supporting materials referenced therein or offered on the matter at the public meeting, and finds that the proposed revisions to Chapter 2.34 and Sections 2.34.010, 2.34.030 and 2.34.070; and Chapter 2.31 Sections 2.31.010, 2.31.030 and Item 9.a

2.31.070 of the Vacaville Municipal Code, as shown in Attachments 1 and 2, are consistent with state law and will allow the City to meet its continued regulatory requirements.

Now, therefore the City Council of the City of Vacaville does ordain as follows:

Section One: Incorporation by Reference. The City Council hereby finds the facts set forth in the recitals to this Ordinance are true and correct and establishes the factual basis for the City Council’s adoption of this Ordinance.

Section Two: Environmental Review. The City Council determines that adoption of the Ordinance is not a project under the California Environmental Quality Act (CEQA) per State CEQA Guidelines Section 15378, because it involves administrative activities of the City that will not result in direct or indirect physical changes to the environment. Further, the action is otherwise exempt for CEQA under CEQA Guidelines Sections 15358 and 15061(b)(3), as the action has no potential for resulting in physical change to the environment, directly or indirectly, and there exists no possibility that the activity will have a significant adverse effect on the environment.

Section Three: Adoption. The City Council hereby adopts the text updating Chapter 2.34 Sections 2.34.010, 2.34.030 and 2.34.070, and Sections 2.31.010, 2.31.030 and 2.31.070 of the Vacaville Municipal Code, to read in full as shown in Attachment 1 hereto, which is hereby incorporated by this reference into this Ordinance.

Section Four: Severability. If any section, subsection, phrase or clause of this Ordinance is for any reason held to be unconstitutional, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each section, subsection, phrase, or clause thereof irrespective of that fact that any one or more section, subsection, phrases, or clauses be declared unconstitutional.

Section Five: Effective Date. This Ordinance shall take effect thirty (30) days after passage thereof.

Section Six: Publication. The Ordinance shall be published in accordance with the provisions of Government Code Section 36933.

I hereby certify that this ordinance was introduced at a regular meeting of the City Council of the City of Vacaville, held on May 26, 2026, and adopted and passed at a regular meeting of the City Council of the City of Vacaville on June 9, 2026, by the following vote:

Ayes:

Noes:

Absent:

Item 9.a
Attest:
_____________________________
Michelle A. Thornbrugh, City Clerk
Item 9.a
Item 9.a
ATTACHMENT 1
Municipal Code Chapter 2.34, and sections 2.34.010, 2.34.030 and 2.34.070; and sections

2.31.010, 2.31.030 and 2.31.070 – Updated Clean Text for Adoption

Item 9.a
Chapter 2.34

PARKS AND RECREATION COMMISSION
Sections:

2.34.010 Appointment.

2.34.020 Term.

2.34.030 Powers and duties.

2.34.040 Meetings.

2.34.050 Officers.

2.34.060 Subcommittees.

2.34.070 Vacancy caused by absence.

2.34.080 Compensation.

2.34.010 Appointment.

The Parks and Recreation Commission shall consist of seven members, who are not employees or members of the city council of the city and who shall serve at the pleasure of the city council.

The members of the commission shall be appointed by the mayor with the approval of the city council. Members shall be, at the time of appointment and throughout their term of appointment, residents of the city. A member of the commission may be removed at any time by a majority vote of the city council. Vacancies occurring for any reason prior to the expiration of a member’s term shall be filled for the unexpired portion of that member’s term in the manner prescribed above. (Ord. 1461 §1(part), 1992).
(Ord. 1745, Amended, 09/02/2005)

2.34.020 Term.

Members shall be appointed to a term of two years from the date of appointment or reappointment. Initial appointments to the commission shall be made to provide for staggered terms. If, at the end of a member’s term, a member has not been reappointed or replaced, the incumbent member may continue to serve until a replacement has been appointed. (Ord. 1460 §1(part), 1992).

2.34.030 Powers and duties.

The duties and functions of the commission shall be as follows:

A. To make recommendations to the city council on matters pertaining to all aspects of public parks and facilities, public recreation, cultural arts, open space, public right-of-way beautification projects and Parks and Recreation programs;
B. To assist in the planning, development and review of recreational and cultural facilities, public parks, public recreation, cultural arts, and community enrichment and in the improvement of these services and programs to meet the needs of the community; C. To participate in the development of recommendations for city council considerations regarding annual capital projects and programs, e.g., capital improvement projects, grants, and general fund programs;
D. To work with Parks and Recreation Department staff to identify unmet parks and recreation needs and to develop strategies to meet those needs;
Item 9.a
E. To provide a forum for the public to express their views related to public parks and recreation, Parks and Recreation Department programs and services, and other related issues. To promote interest, cooperation, and support among public and private organizations and agencies and local residents for the city’s recreation, cultural arts, and community enrichment programs. To create citizen advisory boards and committees which the commission deems necessary or appropriate to assist the commission in the performance of its powers, duties or functions; F. To interpret and convey the city’s policies and functions concerning programs for parks, recreation, cultural arts, and community enrichment and to encourage city residents to participate and/or utilize city programs, parks, facilities and services; G. To encourage cooperative programming between the city and other public and private organizations to enhance the efficiency and effectiveness of services provided by the Parks and Recreation Department;
H. To advocate and promote programs and services designed to meet the needs of all city residents irrespective of race, creed, religion, color, age, gender or physical disability; I. To perform such other powers and duties as the city council may, by ordinance, resolution, or motion, confer upon the commission from time to time. (Ord. 1460 §1(part), 1992).

2.34.040 Meetings.

The commission shall meet the first Wednesday of every month. Special meetings may also be held pursuant to Section 54956 of the California Government Code. A majority of the appointed members shall constitute a quorum for the conduct of business. Action may be taken by a vote of the majority of the members present. Minutes of the meeting shall be maintained and shall be filed with the city clerk. The commission shall adopt, by majority vote, such other rules as it shall deem expedient for the conduct of its business, not contrary to other provisions and policies heretofore adopted by the city council for the conduct of city commissions. (Ord. 1460 §1(part), 1992).

2.34.050 Officers.

The commission shall elect such officers as it may deem necessary for the conduct of business, including, but not limited to, a chair and a vice chair. Officers shall be elected annually following the appointment of new commission members by the City Council and shall hold office for a term of one year, provided such officer remains a member of the commission. A member may be elected to serve consecutive terms of office as long as such member remains a member of the commission. (Ord. 1460 §1(part), 1992).
(Ord. 1745, Amended, 09/02/2005)

2.34.060 Subcommittees.

The commission may create, from time to time, subcommittees of its membership to assist in the performance of the powers, duties, or functions of the commission. (Ord. 1460 §1(part), 1992).

2.34.070 Vacancy caused by absence.

If a member of the commission fails to attend two consecutive regular meetings, such member shall automatically cease to be a member of the commission, and the vacancy created thereby shall be filled in the manner specified in Section 2.34.010; provided, however, that regularly scheduled vacations by commission members not exceeding six weeks and absences excused by the commission chair with prior notice to the chair or to the staff of the Parks and Recreation Department shall not be deemed to be absences. (Ord. 1460 §1(part), 1992).

Item 9.a

2.34.080 Compensation.

The members of the commission shall be compensated at a rate to be set by the city council. (Ord. 1460 §1(part), 1992).

Item 9.a
Chapter 2.31

COMMISSION ON AGING
Sections:

2.31.010 Appointment.

2.31.020 Term.

2.31.030 Powers and duties.

2.31.040 Meetings.

2.31.050 Officers.

2.31.060 Subcommittees.

2.31.070 Vacancy caused by absence.

2.31.080 Stipend.

2.31.010 Appointment.

The Commission on Aging shall consist of seven members, who are not employees or members of the city council of the city. All members shall serve at the pleasure of the City Council and may be removed by the City Council at any time, with or without cause. The members of the commission shall be appointed by the mayor with the approval of the City Council. Members shall be, at the time of appointment and throughout their term of appointment, residents of the city and shall meet such other criteria, including age, that the City Council finds appropriate and establishes by resolution. The foregoing notwithstanding, the mayor may, at the mayor’s option and with the approval of the City Council, appoint one member to the Commission who is not a resident of the City. Vacancies occurring for any reason prior to the expiration of a member’s term shall be filled for the unexpired portion of that member’s term in the manner prescribed above.
(Ord. 1745, Amended, 09/02/2005; Ord. 1731, Amended, 04/20/2005; Ord. 1622, Added, 08/13/1999)

2.31.020 Term.

2.31.030 Powers and duties.

The duties and functions of the commission shall be as follows:

A. To make recommendations to the City Council on matters pertaining to all aspects of issues related to seniors;
B. To assist in the planning, development and review of senior facilities, services, and programs, and in the improvement of these services and programs to meet the needs of the community;
C. To participate in the development of recommendations for City Council considerations regarding annual capital projects and programs pertinent to seniors, e.g., capital improvement projects, grants, and general fund programs;
Item 9.a
D. To work with Parks and Recreation Department staff to identify unmet senior needs and to propose strategies to met those needs;
E. To provide a forum for the public to express their views related to senior issues. To promote interest, cooperation, and support among public and private organizations and agencies and local residents for the city’s senior center and programs, both recreational and social service. To create citizen advisory boards and committees which the commission deems necessary or appropriate to assist the commission in the performance of its powers, duties or functions; F. To interpret and convey the city’s policies and functions concerning programs for seniors, and to encourage city residents to participate and/or utilize senior programs, facilities and services; G. To encourage cooperative programming between the city and other public and private organizations to enhance the efficiency and effectiveness of services provided by the Parks and Recreation Department;
H. To advocate and promote programs and services designed to meet the needs of all city residents who are senior citizens, irrespective of race, creed, religion, color, age, gender or physical disability;
I. To perform such other powers and duties as the City Council may, by ordinance, resolution, or motion, confer upon the commission from time to time.
(Ord. 1622, Added, 08/13/1999)

2.31.040 Meetings.

The commission shall meet monthly if commission business is pending. Pursuant to the Brown Act, the City Council shall establish, by resolution, the time and place of regular meetings of the commission. Special meetings may also be held pursuant to Section 54956 of the California Government Code. A majority of the appointed members shall constitute a quorum for the conduct of business. Action may be taken by a vote of the majority of the members present.

Minutes of the meeting shall be maintained and shall be filed with the city clerk, the commission shall adopt, by majority vote, such other rules as it shall deem expedient for the conduct of its business, not contrary to other provisions and policies heretofore adopted by the City Council for the conduct of city commissions.
(Ord. 1622, Added, 08/13/1999)

2.31.050 Officers.

The commission shall elect such officers as it may deem necessary for the conduct of business, including, but not limited to, a chair and vice chair. Officers shall be elected annually following the appointment of new commission members by the city council and shall hold office for a term of one year, provided such officer remains a member of the commission. A member may be elected to serve consecutive terms of office as long as such member remains a member of the commission.
(Ord. 1745, Amended, 09/02/2005; Ord. 1622, Added, 08/13/1999)

2.31.060 Subcommittees.

The commission may create, from time to time, subcommittees of its membership to assist in the performance of the powers, duties, or functions of the commission. (Ord. 1622, Added, 08/13/1999)

2.31.070 Vacancy caused by absence.

If a member of the commission fails to attend two consecutive regular meetings, such member shall automatically cease to be a member of the commission, and the vacancy created thereby Item 9.a
shall be filled in the manner specified in Section 2.31.010; provided, however, that regularly scheduled vacations by commission members not exceeding six weeks and absences excused by the commission chair with prior notice to the chair or to the staff of the Parks and Recreation Department shall not be deemed to be absences.
(Ord. 1622, Added, 08/13/1999)

2.31.080 Stipend.

The members of the commission shall receive a stipend at a rate to be set by the City Council. (Ord. 1622, Added, 08/13/1999)

Item 9.a
ATTACHMENT 2
Municipal Code Chapter 2.34, and sections 2.34.010, 2.34.030 and 2.34.070; and sections

2.31.010, 2.31.030 and 2.31.070 – Redlined Text for Comparison Item 9.a
Chapter 2.34

COMMUNITY SERVICES PARKS AND RECREATION COMMISSION
Sections:

2.34.010 Appointment.

2.34.020 Term.

2.34.030 Powers and duties.

2.34.040 Meetings.

2.34.050 Officers.

2.34.060 Subcommittees.

2.34.070 Vacancy caused by absence.

2.34.080 Compensation.

2.34.010 Appointment.

The community services Parks and Recreation Ccommission shall consist of seven members, who are not employees or members of the city council of the city and who shall serve at the pleasure of the city council. The members of the commission shall be appointed by the mayor with the approval of the city council. Members shall be, at the time of appointment and throughout their term of appointment, residents of the city. A member of the commission may be removed at any time by a majority vote of the city council. Vacancies occurring for any reason prior to the expiration of a member’s term shall be filled for the unexpired portion of that member’s term in the manner prescribed above. (Ord. 1461 §1(part), 1992). (Ord. 1745, Amended, 09/02/2005)

2.34.020 Term.

2.34.030 Powers and duties.

The duties and functions of the commission shall be as follows:

A. To make recommendations to the city council on matters pertaining to all aspects of public parks and facilities, public recreation, cultural arts, open space, public right-of-way beautification projects and community services Parks and Recreation programs; B. To assist in the planning, development and review of recreational and cultural facilities, public parks, public recreation, cultural arts, and community enrichment services and in the improvement of these services and programs to meet the needs of the community; C. To participate in the development of recommendations for city council considerations regarding annual capital projects and programs, e.g., capital improvement projects, grants, and general fund programs;
D. To work with community services Parks and Recreation Ddepartment staff to identify unmet community services parks and recreation needs and to develop strategies to meet those needs; Item 9.a
E. To provide a forum for the public to express their views related to public parks and recreation, community services Parks and Recreation Ddepartment programs and services, and other related issues. To promote interest, cooperation, and support among public and private organizations and agencies and local residents for the city’s recreation, cultural arts, and community enrichment services programs. To create citizen advisory boards and committees which the commission deems necessary or appropriate to assist the commission in the performance of its powers, duties or functions;
F. To interpret and convey the city’s policies and functions concerning programs for parks, recreation, cultural arts, and community enrichment services and to encourage city residents to participate and/or utilize city programs, parks, facilities and services; G. To encourage cooperative programming between the city and other public and private organizations to enhance the efficiency and effectiveness of services provided by the community services Parks and Recreation Ddepartment;
H. To advocate and promote programs and services designed to meet the needs of all city residents irrespective of race, creed, religion, color, age, gender or physical disability; I. To perform such other powers and duties as the city council may, by ordinance, resolution, or motion, confer upon the commission from time to time. (Ord. 1460 §1(part), 1992).

2.34.040 Meetings.

2.34.050 Officers.

2.34.060 Subcommittees.

The commission may create, from time to time, subcommittees of its membership to assist in the performance of the powers, duties, or functions of the commission. (Ord. 1460 §1(part), 1992).

2.34.070 Vacancy caused by absence.

If a member of the commission fails to attend two consecutive regular meetings, such member shall automatically cease to be a member of the commission, and the vacancy created thereby shall be filled in the manner specified in Section 2.34.010; provided, however, that regularly scheduled vacations by commission members not exceeding six weeks and absences excused by the commission chair with prior notice to the chair or to the staff of the community services Parks and Recreation Ddepartment shall not be deemed to be absences. (Ord. 1460 §1(part), 1992).

Item 9.a

2.34.080 Compensation.

The members of the commission shall be compensated at a rate to be set by the city council. (Ord. 1460 §1(part), 1992).

Item 9.a
Chapter 2.31

COMMISSION ON AGING
Sections:

2.31.010 Appointment.

2.31.020 Term.

2.31.030 Powers and duties.

2.31.040 Meetings.

2.31.050 Officers.

2.31.060 Subcommittees.

2.31.070 Vacancy caused by absence.

2.31.080 Stipend.

2.31.010 Appointment.

The Ccommission on Aaging shall consist of seven members, who are not employees or members of the city council of the city. All members shall serve at the pleasure of the City Council and may be removed by the City Council at any time, with or without cause. The members of the commission shall be appointed by the mayor with the approval of the City Council. Members shall be, at the time of appointment and throughout their term of appointment, residents of the city and shall meet such other criteria, including age, that the City Council finds appropriate and establishes by resolution. The foregoing notwithstanding, the mayor may, at the mayor’s option and with the approval of the City Council, appoint one member to the Commission who is not a resident of the City. Vacancies occurring for any reason prior to the expiration of a member’s term shall be filled for the unexpired portion of that member’s term in the manner prescribed above.
(Ord. 1745, Amended, 09/02/2005; Ord. 1731, Amended, 04/20/2005; Ord. 1622, Added, 08/13/1999)

2.31.020 Term.

2.31.030 Powers and duties.

The duties and functions of the commission shall be as follows:

A. To make recommendations to the City Council on matters pertaining to all aspects of issues related to seniors;
B. To assist in the planning, development and review of senior facilities, services, and programs, and in the improvement of these services and programs to meet the needs of the community;
C. To participate in the development of recommendations for City Council considerations regarding annual capital projects and programs pertinent to seniors, e.g., capital improvement projects, grants, and general fund programs;
Item 9.a
D. To work with community services Parks and Recreation Ddepartment staff to identify unmet senior needs and to propose strategies to met those needs; E. To provide a forum for the public to express their views related to senior issues. To promote interest, cooperation, and support among public and private organizations and agencies and local residents for the city’s senior center and programs, both recreational and social service. To create citizen advisory boards and committees which the commission deems necessary or appropriate to assist the commission in the performance of its powers, duties or functions; F. To interpret and convey the city’s policies and functions concerning programs for seniors, and to encourage city residents to participate and/or utilize senior programs, facilities and services; G. To encourage cooperative programming between the city and other public and private organizations to enhance the efficiency and effectiveness of services provided by the community services Parks and Recreation Ddepartment; H. To advocate and promote programs and services designed to meet the needs of all city residents who are senior citizens, irrespective of race, creed, religion, color, age, gender or physical disability;
I. To perform such other powers and duties as the City Council may, by ordinance, resolution, or motion, confer upon the commission from time to time.
(Ord. 1622, Added, 08/13/1999)

2.31.040 Meetings.

2.31.050 Officers.

2.31.060 Subcommittees.

The commission may create, from time to time, subcommittees of its membership to assist in the performance of the powers, duties, or functions of the commission. (Ord. 1622, Added, 08/13/1999)

2.31.070 Vacancy caused by absence.

If a member of the commission fails to attend two consecutive regular meetings, such member shall automatically cease to be a member of the commission, and the vacancy created thereby Item 9.a
shall be filled in the manner specified in Section 2.31.010; provided, however, that regularly scheduled vacations by commission members not exceeding six weeks and absences excused by the commission chair with prior notice to the chair or to the staff of the community services Parks and Recreation Ddepartment shall not be deemed to be absences.
(Ord. 1622, Added, 08/13/1999)

2.31.080 Stipend.

The members of the commission shall receive a stipend at a rate to be set by the City Council. (Ord. 1622, Added, 08/13/1999)
Item 9.a

CITY OF VACAVILLE
City Council
Staff Report
Meeting Date: June 09, 2026
To: Honorable Mayor and City Council Members
Attention: Savita Chaudhary, City Manager
From: Tamara Colden, Housing and Community Director
(Tamara Colden, Housing and Community Director (707) 449-5671) Subject: Resolution of the City Council of the City of Vacaville Approving an Amended and Restated Disposition,
Development, and Loan Agreement Between the City of
Vacaville and Solano-Napa Habitat for Humanity for the
Development of Affordable Homeownership Housing on Cityowned Property on Scoggins Court and East Monte Vista Avenue (APNs 0129-310-230/240/250/260/360/370/400)
Actions for Consideration:

Approve the Amended and Restated Disposition, Development, and Loan Agreement between the city of Vacaville and Solano-Napa Habitat for Humanity for the development affordable homeownership housing on city owned property on Scoggins Court and East Monte Vista Avenue.

Recommendations:

By simple motion, adopt the subject resolution.

Background:

On June 11, 2019, the City Council approved an update to the Housing Disposition and Development Strategy that included the use of City-owned property on Scoggins Court and East Monte Vista Avenue for affordable housing development. Staff subsequently initiated discussions with Solano-Napa Habitat for Humanity (Habitat) regarding the development of an affordable, owner-occupied homeownership project on the site. The project, Harmony Village, will provide affordable ownership housing opportunities for income-qualified households and supports the City’s ongoing efforts to increase the supply of affordable housing and meet Regional Housing Needs Allocation (RHNA) goals. Habitat’s development model is designed to serve lower-income households that are often unable to access homeownership opportunities in the current housing market. Through a combination of local agency support, homeowner “sweat equity,” volunteer labor, and long-term affordability restrictions, Habitat is able to create affordable homeownership opportunities that promote long-term housing stability and wealth building for participating families.

Item 9.b
Following completion of due diligence and negotiations, the City Council approved a Disposition, Development, and Loan Agreement (DDLA) with Habitat on April 12, 2022. The approval established the City’s initial financial participation, including a $300,000 predevelopment loan and transfer of the City-owned property to Habitat for $1.00.

On January 23, 2024, the City Council approved a Second Amendment to the DDLA to increase the City loan amount from $300,000 to $540,500 through the addition of $240,500 in 2019 Permanent Local Housing Allocation (PLHA) funds to support predevelopment activities for the project. Subsequently, HCD updated the PLHA program guidelines to require that at least forty percent (40%) of remaining PLHA funds be allocated toward homeownership activities. To comply with the updated requirements, on June 24, 2025, the City Council approved an amendment to the City’s PLHA Five-Year Plan reallocating a portion of the City’s 2021, 2022, and 2023 PLHA funding allocations toward eligible homeownership activities while continuing to support affordable rental housing opportunities. On January 13, 2026, City Council approved allocating an additional $310,232 in PLHA funding to the Harmony Village project to satisfy HCD funding requirements.

Discussion:

Since the original DDLA in 2022 and the Second Amendment in 2024, Habitat has continued work on project planning, environmental review, subdivision activities, financing coordination, and preparation for construction. As the project has advanced, staff and Habitat have identified the need to amend and restate the existing DDLA to reflect current project conditions, updated funding commitments, revised implementation timelines, and administrative provisions necessary to facilitate continued project progress.

The proposed Amended and Restated DDLA (attachment 1) would incorporate additional Permanent Local Housing Allocation (PLHA) funding into the project to support ongoing predevelopment and construction-related activities. The amendment would also update certain project milestones and performance timelines to reflect the current development schedule and anticipated construction activities. In addition, the amendment includes revisions to select agreement provisions related to project implementation, loan administration, and compliance with current PLHA program requirements and other applicable regulations.

If the Amended and Restated DDLA is approved by City Council this evening, it is requested that the City Manager, or their designee, be authorized to finalize, execute, implement, and make modifications to all documents necessary to complete the approved action.

Environmental Impact:

This action (potential approval of an Amended and Restated DDLA) is exempt from the California Environmental Act (CEQA) because it is not a project which has the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, pursuant to California Code of Regulations, Title 14, Section 15378. In addition, the Planning Commission approved a Categorical Exemption to CEQA for the underlying project at a public hearing held on November 7, 2023 as part of the approved project entitlements.

Item 9.b
Fiscal Impact:

Amount Requested: There are no funds requested for this item.

Funding Source: California Department of Housing and Community Development, Permanent Local Housing Allocation funding (2922)
Budget Distribution: The overall anticipated budget for the PLHA program is already included in the Housing Department’s current operating budget (2922.31.3175.755). Upon approval of the proposed reallocation, the budget will be realigned to reflect the updated funding distribution Alternatives:

The Council could choose not to approve the Amended and Restated DDLA. This is not recommended, as the proposed amendment is necessary to ensure the continued advancement of the project and to maintain consistency between the DDLA, current project timelines, and updated funding requirements.

Strategic Plan Goal/Initiative:

Goal 3: Protect Vacaville’s Quality of Life
Levine Act:

Yes
Attachments:

Subject Resolution
Attachment 1: Amended and Restated Disposition, Development, and Loan Agreement Item 9.b

CITY OF VACAVILLE
RESOLUTION NO. 2026-
Resolution of the City Council of the City of Vacaville Approving an amended and Restated Disposition, Development, and Loan Agreement Between the City of Vacaville and Solano-Napa Habitat for Humanity for the Development of Affordable Homeownership Housing on City-owned Property on Scoggins Court and East Monte Vista Avenue (APNs 0129-310-230/240/250/260/360/370/400) Whereas, the City of Vacaville (“City”) owns property located on Scoggins Court and East Monte Vista Avenue (APNS 0129-310-230/240/250/260/360/370/400) within the City of Vacaville; and
Whereas, on September 22, 2020, the City Council approved an Exclusive Negotiating Rights Agreement with Solano-Napa Habitat for Humanity (“Habitat”) to negotiate the terms of a Disposition, Development, and Loan Agreement (“DDLA”) for the development of affordable homeownership housing on the property; and
Whereas, on April 12, 2022, the City Council approved a DDLA with Habitat for the development of affordable homeownership housing on the property; and Whereas, the California Department of Housing and Community Development (“HCD”) administers the PLHA Program to support affordable housing activities throughout the State of California; and
Whereas, on January 23, 2024, the City Council approved a Second Amendment to the DDLA to increase the City loan amount through the addition of Permanent Local Housing Allocation (“PLHA”) funds to support project predevelopment activities; and Whereas, in 2024, HCD updated the PLHA program guidelines to require that at least forty percent (40%) of remaining PLHA funds be allocated toward eligible homeownership activities; and
Whereas, on June 24, 2025, the City Council approved an amendment to the City’s PLHA Five-Year Plan reallocating portions of the City’s 2021, 2022, and 2023 PLHA allocations toward eligible homeownership activities; and
Whereas, on January 13, 2026, the City Council approved allocating an additional $310,232 in PLHA funding to the project to satisfy HCD funding requirements; and Whereas, the City Council now desires to approve an Amended and Restated DDLA to incorporate additional PLHA funding into the Habitat project, update project timelines and performance milestones, and revise certain agreement provisions necessary to facilitate continued project implementation and compliance with current funding requirements.

Item 9.b
Now, therefore, be it resolved that the City Council of the City of Vacaville does hereby approve the Amended and Restated Disposition, Development, and Loan Agreement between the City of Vacaville and Solano-Napa Habitat for Humanity in substantially the form of the agreement attached to this resolution as Attachment 1, and authorizes the City Manager, or designee, to finalize, execute, implement, and make minor modifications to all documents necessary to complete the approved actions.

I hereby certify that the foregoing resolution was introduced and passed at the regular meeting of the City Council of the City of Vacaville held on the 9th day of June, 2026, by the following vote:

Ayes:

Noes:

Absent:

Attest:
_____________________________
Michelle A. Thornbrugh, City Clerk
Item 9.b
Item 9.b
783\41\4132805.2 1

AMENDED AND RESTATED

DISPOSITION, DEVELOPMENT, AND LOAN AGREEMENT
(Scoggins Court Habitat Homeownership Project)
This Amended and Restated Disposition, Development, and Loan Agreement (the "Agreement") is entered into as of _______________, 2026 (the "Effective Date"), by and between the City of Vacaville, a municipal corporation (the "City"), and Solano-Napa Habitat for Humanity, Inc., a California nonprofit public benefit corporation (the "Developer"), with reference to the following facts, understandings and intentions of the parties:

RECITALS
A. These Recitals refer to and utilize certain capitalized terms that are defined in Article 1 of this Agreement. The Parties intend to refer to those definitions in connection with the use of capitalized terms in these Recitals.

B. The City and the Developer previously entered into the Original Agreement.

Pursuant to this Agreement, the City and the Developer desire to amend and restate the Original Agreement, in its entirety.

C. As of the Effective Date, the City is the owner of the Property. In accordance with California Health & Safety Code Section 34172, the Former Agency was dissolved as of February 1, 2012. The City is the successor to the "housing assets" (as defined in California Health & Safety Section 34176) of the Former Agency. The City is authorized to enter into this Agreement pursuant to California Health & Safety Code Section 34176(a)(1), and the City is authorized to disburse the proceeds of the City Loan pursuant to California Health & Safety Code Section 34176(g)(1)(A).

D. The City and the Developer desire for the Developer to develop the Improvements on the Property. To effectuate this purpose, the City will convey the Property to the Developer, subject to the terms and conditions of this Agreement. In addition, the City shall provide the City Loan pursuant to the terms and conditions set forth in this Agreement.

E. The City has determined that the Developer has the necessary expertise, skill and ability to carry out the commitments set forth in this Agreement and that this Agreement is in the best interests, and will materially contribute to the improvement of the City by improving the supply of affordable housing.

F. Prior to the Effective Date, the City and the Developer entered into the ENRA. In accordance with Section 1.2 of the ENRA, the ENRA is terminated as of the Effective Date.

THEREFORE, the City and the Developer agree as follows:

Attachment 1
Item 9.b
783\41\4132805.2 2
ARTICLE 1.

DEFINITIONS AND EXHIBITS
Section 1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, the following definitions shall apply throughout this Agreement. (a) "Affiliate" means an entity under the Control of the Developer. (b) "Affordable Housing Cost" means a sale price for a Home that is at least twenty percent (20%) below the median market sale price for the neighborhood in which the Property is located, so that the total cost of ownership of a Home shall not exceed a Monthly Housing Cost of thirty percent (30%) times seventy percent (70%) of Median Income adjusted for Assumed Household Size. For the purposes of this definition, the sales price shall be based on the amount of the first (1st) deed of trust only as long as any additional deed(s) of trust executed by the Eligible Purchaser do not require payment except in the event of a default under a Resale Restriction Agreement.
(c) "Agreement" means this Amended and Restated Disposition, Development, and Loan Agreement, including the attached Exhibits and all subsequent operating memoranda and amendments to this Agreement.
(d) "Annual Income" means the total anticipated annual income of all persons in a household, as calculated in accordance with 25 California Code of Regulations, Section 6914.
(e) "Applicable Land Use Approvals" means the City and other governmental permits and approvals necessary for the construction and operation of the Development, as granted by the City's Planning Commission on November 7, 2023, pursuant to Resolution No. 23-115, but excluding a building permit.
(f) "Assumed Household Size" means a household of four (4) persons in the case of a three-bedroom Home, and five (5) persons in the case of a four-bedroom Home. This definition is utilized to calculate Affordable Housing Cost and is not intended to limit the number of people occupying a Home.
(g) "Certificate of Completion" means the certificate to be issued by the City upon: (i) the completion of construction of the Improvements, and (ii) conveyance of the Home to an Eligible Purchaser as more particularly set forth in Section 6.17. (h) "City" means the City of Vacaville, California.
(i) "City Affordability Notice" means the document to be recorded against the Property in accordance with California Health & Safety Code Section 33334.3(f)(3). (j) "City Assignment" means the assignment of agreements, plans and specifications, and approvals executed by the Developer in favor of the City as security for the City Loan. The form of the City Assignment is attached as Exhibit E.

Item 9.b
783\41\4132805.2 3
(k) "City Council" means the City Council of the City of Vacaville. (l) "City Documents" means, collectively, this Agreement, the City Grant Deed, the Memorandum of DDLA, the Deed of Trust, the City Note, the City Assignment, the City Affordability Notice, and all other documents required to be executed by the Developer in connection with the transaction contemplated by this Agreement. "City Document" means any one of the City Documents.
(m) "City Event of Default" has the meaning set forth in Section 9.3. (n) "City Grant Deed" means the grant deed by which the City shall convey the Property to the Developer substantially in the form of Exhibit C. (o) "City Loan" means the loan in the total amount of Seven Hundred SixtyEight Thousand Six Hundred and Fifty-Six Dollars ($768,656), and is evidenced by the City Note. A portion of the City Loan, in the amount of Five Hundred Fifty Thousand Seven Hundred Thirty-Two Dollars ($550,732), consists of PLHA Funds. (p) "City Note" means the amended and restated promissory note, dated as of the Effective Date, executed by the Developer in favor of the City to evidence the City Loan.

The form of the City Note is attached as Exhibit D.
(q) "Closing" means the date mutually acceptable to the Parties within thirty (30) days following the date on which all conditions precedent to conveyance set forth herein have been satisfied, but in no event later than the date set forth in the Schedule of Performance (provided that the Developer has satisfied the conditions precedent to conveyance set forth herein and that this Agreement has not been terminated in accordance with its terms), or such other date that the Parties agree upon in writing.
(r) "Conditions of Approval" means all of the conditions of approval as set forth in the staff report approved by the City's Planning Commission on November 7, 2023, and identified as Resolution No. 23-115, as may be subsequently amended from time to time. (s) "Construction Plans" means all construction documentation upon which the Developer, and the Developer's general contractor and subcontractors, shall rely on for constructing the Improvements identified in the scope of work specifications and a time schedule for construction.
(t) "Control" means direct or indirect management or control of: (1) the managing member or members in the case of a limited liability company; (2) the managing general partner or general partners in the case of a partnership; and (3) a majority of the directors in the case of a corporation, as determined by the City. (u) "Deed of Trust" means the deed of trust, executed by the Developer, in favor of the City to secure the City Note. The form of the Deed of Trust is attached as Exhibit I.

Item 9.b
783\41\4132805.2 4
(v) "Developer" means Solano-Napa Habitat for Humanity, Inc., a California nonprofit public benefit corporation, and its permitted successors and assigns as set forth herein. (w) "Developer Event of Default" has the meaning set forth in Section 9.4. (x) "Development" means, collectively, the Property and the Improvements. (y) "Eligible Purchaser" means a qualified Low Income Household that has been designated by the Developer as a "partner family", and has met the requirements of the Developer's "sweat equity" home building program, and is prepared to acquire a Home from the Developer.
(z) "ENRA" means that certain Exclusive Negotiating Rights Agreement dated as of September 22, 2020, as amended, by and between the City and the Developer. (aa) "Escrow" means the escrow established with the Title Company for the purpose of conveying the Property from the City to the Developer. (bb) "Final Subdivision Map" means the final subdivision map for the Property creating the Parcels.
(cc) "Financing Plan" means the Developer's plan for financing the acquisition of the Property and the construction of the Development approved by City and attached hereto as Exhibit B.
(dd) "Former Agency" means the Redevelopment Agency of the City of Vacaville, which was dissolved pursuant to California Health & Safety Code Section 34172. (ee) "Hazardous Materials" means any substance, material, or waste which is:
(1) defined as a "hazardous waste", "hazardous material," "hazardous substance," "extremely hazardous waste," "restricted hazardous waste," "pollutant" or any other terms comparable to the foregoing terms under any provision of California law or federal law; (2) petroleum; (3) asbestos; (4) polychlorinated biphenyls; (5) radioactive materials; (6) mold; (7) MTBE; or (8) determined by California, federal or local government authority to be capable of posing a risk of injury to health, safety or property. Without limiting the foregoing, Hazardous Materials means and includes any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, a hazardous, toxic or radioactive substance, or other similar term, by any Hazardous Materials Laws including any federal, state or local environmental statute, regulation or ordinance presently in effect that may be promulgated in the future, as such as statutes, regulations and ordinances may be amended from time to time.

The term "Hazardous Materials" shall not include: (1) construction materials, gardening materials, household products, office supply products or janitorial supply products customarily used in the construction, maintenance, rehabilitation, or management of commercial properties, buildings and grounds, or typically used in office or residential activities; or (2) certain substances which may contain chemicals listed by the State of California pursuant to California Health & Safety Code Section 25249.8 et seq., which substances are commonly used by a significant portion of the population living within the region of the Improvements, Item 9.b
783\41\4132805.2 5
including, but not limited to, alcoholic beverages, aspirin, tobacco products, NutraSweet and saccharine, so long as such materials and substances are stored, used and disposed of in compliance with all applicable Hazardous Materials Laws. (ff) "Hazardous Materials Laws" means all federal, state, and local laws, ordinances, regulations, orders and directives pertaining to Hazardous Materials in, on or under the Development or any portion thereof.
(gg) "HCD" means the State of California Department of Housing and Community Development, or any successor.
(hh) "Homes" or "Units" means the ten (10) Homes to be constructed on the Property, each consisting of four (4) bedrooms and three (3) bathrooms, and other components. "Home" or "Unit" means any one of the Homes.
(ii) "Improvements" means: (i) the Homes; and (ii) related parking and other improvements to be located on the Property, all as more particularly set forth in the Scope of Development attached as Exhibit H.
(jj) "Low Income Household" means a household with an Annual Income that is less than eighty percent (80%) of Median Income, adjusted for actual household size. (kk) "Median Income" means the median income for households in Solano County, as published by HCD. If such income determinations are no longer published, or are not updated for a period of at least eighteen (18) months, then the City shall provide other income determinations that are reasonably similar with respect to methods of calculations to those previously published by HCD.
(ll) "Memorandum of DDLA" means the memorandum of Amended and Restated Disposition, Development, and Loan Agreement to be recorded against the Property at the Closing. The form of the Memorandum of DDLA is attached hereto as Exhibit G. (mm) "Monthly Housing Cost" shall include all of the following costs associated with a Home:
(1) Principal and interest on mortgage loans and any loan insurance fees associated therewith.
(2) Property taxes and assessments.
(3) Fire and casualty insurance covering replacement value of property improvements.
(4) Property maintenance and repairs.
(5) A reasonable allowance for utilities, including garbage collection, sewer, water, electricity, gas, and other heating, cooking, and refrigeration fuels. Utilities do not Item 9.b
783\41\4132805.2 6
include telephone service or cable services. Such an allowance shall take into consideration the cost of an adequate level of service.
(6) Homeowner association fees, if any.

Monthly Housing Cost of a Home shall be an average of estimated costs for the next twelve (12) months.
(nn) "Official Records" means the official records of the County of Solano. (oo) "Original Agreement" means, collectively, that certain Disposition, Development and Loan Agreement dated as of July 27, 2022, as amended by that certain First Amendment dated as of June 14, 2023, and as further amended by that certain Second Amendment dated as of March 27, 2024.
(pp) "Parcels" means the ten (10) legal parcels to be created pursuant to the Final Subdivision Map on which the Homes shall be built, and two (2) additional parcels for retention basins that shall be dedicated to the City. Each of the Parcels shall be referred to as a "Parcel".
(qq) "Parties" means the City and the Developer. "Party" means either the City or the Developer.
(rr) "PLHA Funds" means the portion of the City Loan in the amount of Five Hundred Fifty Thousand Seven Hundred Thirty-Two Dollars ($550,732) of funding from the PLHA Program.
(ss) "PLHA Guidelines" means the PLHA Program guidelines adopted by HCD and dated as of October 2019, as may be amended or updated from time to time (tt) "PLHA Program" means the Permanent Local Housing Allocation program implemented by HCD.
(uu) "PLHA Requirements" means, collectively, the PLHA Guidelines, the Standard Agreement, and all other laws and regulations governing the PLHA Program and the PLHA Funds.
(vv) "Project" means the Development.
(ww) "Property" means the real property to be redeveloped by the Developer pursuant to this Agreement, which real property is more particularly described in Exhibit A. (xx) "Redevelopment Plan" means the redevelopment plan affecting the Property, and other real property within such plan's project area, as set forth in the Official Records, as amended from time to time.

Item 9.b
783\41\4132805.2 7
(yy) "Resale Restriction Agreement" means the resale restriction and option to purchase agreement, or equivalent agreement(s) between each Eligible Purchaser and the Developer in a form to be approved by the City, which places restrictions on the resale of the Home to specified eligible purchasers at specified eligible purchase prices, and which provides mechanisms to enforce such restrictions. The Resale Restriction Agreement must contain the following provisions: (i) that the term of the Resale Restriction Agreement is no less than fortyfive (45) years; (ii) the Home is restricted to Affordable Housing Cost throughout the term; and (iii) that the City is named as a third-party beneficiary with a direct right of enforcement; and (iv) otherwise be consistent with all applicable PLHA Requirements or any other HCD requirements.

The Resale Restriction Agreement will be recorded against each Home at the time of conveyance to an Eligible Purchaser.
(zz) "Schedule of Performance" means the summary schedule of actions to be taken by the Parties pursuant to this Agreement to achieve disposition of the Property to the Developer and the construction of the Improvements. The Schedule of Performance is attached to this Agreement as Exhibit F.
(aaa) "Security Financing Interest" has the meaning set forth in Section 11.1. (bbb) "Standard Agreement" means that certain standard agreement executed by the City in favor of HCD in connection with the PLHA Guidelines. (ccc) "Subdivision Improvement Agreement" means the City's standard subdivision improvement agreement to be entered into by the City and the Developer, in connection with certain public improvements to be constructed on the Property pursuant to the Conditions of Approval. The Subdivision Improvement Agreement shall be recorded against the Property.
(ddd) "Supplemental Financing" means any financing received by the Developer for the Development, other than the City Loan, if any.
(eee) "Term" means the term of this Agreement, which shall commence on the Effective Date and shall continue until the earlier of: (1) the date of recordation in the Official Records of the final Certificate of Completion for the final Unit, and the date of recordation in the Official Records of the final partial release of the Memorandum of DDLA; or (2) termination of this Agreement in accordance with this Agreement. For each Unit, this Agreement shall terminate upon the recordation of the Certificate of Completion, and partial release of the Memorandum of DDLA for such Unit.
(fff) "Title Company" means Placer Title Company, 1300 Oliver Road, Suite 120, Fairfield, CA 94534, unless modified by the Parties. (ggg) "Title Report" means the preliminary title report for the Property dated as of September 21, 2021, prepared by Title Company
(hhh) "Transfer" has the meaning set forth in Section 8.1.

Item 9.b
783\41\4132805.2 8
Section 1.2 Exhibits. The following exhibits are attached to and incorporated in the Agreement:

Exhibit A: Legal Description of the Property
Exhibit B: Financing Plan
Exhibit C: Form of City Grant Deed
Exhibit D: Form of City Note
Exhibit E: Form of City Assignment
Exhibit F: Schedule of Performance
Exhibit G: Form of Memorandum of DDLA
Exhibit H: Scope of Development
Exhibit I: Form of Deed of Trust
ARTICLE 2.

PREDISPOSITION REQUIREMENTS TO THE

CONVEYANCE OF THE PROPERTY
Section 2.1 Conditions Precedent to Conveyance of Property. The requirements set forth in this Article are conditions precedent to the City's obligations to convey the Property to the Developer. The City's obligation to convey the Property to the Developer shall be subject to the satisfaction of all such conditions precedent prior to the date or dates set forth in the Schedule of Performance, unless otherwise waived by the City. The conditions set forth in this Article 2 are solely for the benefit of the City and may only be waived by the City pursuant to Section 12.18.

Section 2.2 Land Use Approvals. Pursuant to the Original Agreement, the Developer obtained the Applicable Land Use Approvals for the Improvements prior to the Effective Date.

Section 2.3 Financing Plan. As of the Effective Date, the City has approved the Financing Plan attached to this Agreement as Exhibit B. Approval by the City of the Financing Plan shall in no way waive the obligations of the Developer set forth in this Agreement. Any material change to the Financing Plan is subject to the City's approval, which shall not be unreasonably withheld, delayed, or conditioned; provided, however, in no event shall the City have any obligation to approve a change to the Financing Plan that contemplates any increase in the City Loan.

Section 2.4 Resale Restriction Agreement. No later than the date set forth in the Schedule of Performance, the Developer shall submit the form of Resale Restriction Agreement to be entered into by the Developer and each Eligible Purchaser. Among other things, the Resale Restriction Agreement shall: (i) be in form to be recorded in the Official Records; (ii) require the Eligible Purchaser to utilize the Home as the Eligible Purchaser's primary residence; (iii) limit the Eligible Purchaser's ability to encumber the Parcel with debt that is junior to the Resale Restriction Agreement; (iv) grant the Developer the right to acquire the Parcel from the Eligible Purchaser in the event the Eligible Purchaser desires to sell the Parcel; and (v) provide the Developer adequate remedies to enforce the Eligible Purchaser's duties and obligations under the Resale Restriction Agreement.

Item 9.b
783\41\4132805.2 9
Upon receipt by the City of the proposed Resale Restriction Agreement, the City shall promptly review and approve such document within thirty (30) days if such documents satisfy the limited criteria set forth above. If the Resale Restriction Agreement is not approved by the City, the City shall set forth in writing and notify the Developer of the City's reasons for withholding such approval. The Developer shall thereafter submit revised the Resale Restriction Agreement for City approval, which approval shall be granted or denied in thirty (30) days in accordance with the criteria and procedures set forth above. Failure of the City to respond within the thirty (30) day period(s) set forth above shall be deemed approval by the City. In the event the Developer desires to materially amend the form of Resale Restriction Agreement after approval by the City, then the Developer shall obtain the City's approval of such amendment prior to implementing the revised form of Resale Restriction Agreement. Each Resale Restriction Agreement executed by the Developer and an Eligible Purchaser shall be in a form approved or deemed approved by the City. The City's approval of the Resale Restriction Agreement shall in no way be deemed to constitute approval of or concurrence with any other term or condition of such documents, including, but not limited to, enforceability or business advantage of the Resale Restriction Agreement.

Section 2.5 Insurance. The Developer shall furnish to the City evidence of the insurance coverage meeting the requirements of Section 7.12 below, no later than the date set forth in the Schedule of Performance.

ARTICLE 3.

INTENTIONALLY DELETED
ARTICLE 4.

CONVEYANCE OF THE PROPERTY
Section 4.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, the City shall sell the Property to the Developer, and the Developer shall purchase the Property from the City. The Property shall be conveyed by the City Grant Deed, a form of which is attached as Exhibit C.

Section 4.2 Purchase Price. The purchase price for the Property shall be One Dollar ($1.00) (the "Purchase Price"). The Purchase Price shall be paid in cash to the City at the Closing.

Section 4.3 Opening Escrow. To accomplish the conveyance of the Property, the Parties shall establish an escrow with the Title Company and shall execute and deliver to the Title Company written instructions that are consistent with this Agreement.

Section 4.4 Closing Date. The Closing shall occur no later than the date set forth in the Schedule of Performance, and only in the event that all conditions precedent to conveyance set forth in Article 2 have been satisfied or waived by the City, and this Agreement has not been terminated in accordance with its terms. In addition to the conditions precedent to execution of the City Grant Deed as set forth in Article 2 (including but not limited to the closing of the Item 9.b
783\41\4132805.2 10
financing set forth in the approved Financing Plan), and Article 3, the following conditions shall be satisfied prior to or concurrently with, and as conditions of, execution of the City Grant Deed:
(a) The Developer shall provide the City with a certified copy of an authorizing resolution, approving this Agreement and the City Documents and the conditions and covenants set forth in this Agreement and the City Documents. (b) The Developer shall have executed and delivered to the City the City Documents, and any other documents and instruments required to be executed and delivered, all in a form and substance satisfactory to the City.
(c) The City Grant Deed, the City Affordability Notice, the Memorandum of DDLA, and the Deed of Trust shall have been recorded against the Property as liens subject only to the exceptions authorized by the City.
(d) There shall exist no condition, event or act which would constitute a breach or default under this Agreement.
(e) All representations and warranties of the Developer contained in any part of this Agreement shall be true and correct.

Section 4.5 Condition of Title. Upon the Closing, the Developer shall have insurable fee interest to the Property which shall be free and clear of all liens, encumbrances, clouds and conditions, rights of occupancy or possession, except:
(a) applicable building and zoning laws and regulations; (b) the provisions of the Redevelopment Plan;
(c) the provisions of this Agreement (as disclosed by the Memorandum of DDLA), the City Affordability Notice, and the City Grant Deed; (d) any lien for current taxes and assessments or taxes and assessments accruing subsequent to recordation of the Memorandum of DDLA; (e) the liens of any loan approved by the City in the Financing Plan; (f) conditions, covenants, restrictions or easements currently of record or as otherwise approved by the Developer in its reasonable discretion; and (g) all existing exceptions shown in the Title Report.

Section 4.6 Condition of Property.
(a) Required Disclosure. In fulfillment of the purposes of Health and Safety Code Section 25359.7(a), the City hereby represents and warrants that it has no knowledge, and has no reasonable cause to believe, that any release of Hazardous Materials has come to be located on or beneath the Property, except as previously disclosed by the City to the Developer.

Item 9.b
783\41\4132805.2 11
(b) "AS IS" CONVEYANCE. THE DEVELOPER SPECIFICALLY

ACKNOWLEDGES AND AGREES THAT THAT THE CITY IS CONVEYING AND

THE DEVELOPER IS OBTAINING THE PROPERTY (INCLUDING ALL EXISTING IMPROVEMENTS THEREON) ON AN "AS IS WITH ALL FAULTS" BASIS AND

THAT THE DEVELOPER IS NOT RELYING ON ANY REPRESENTATIONS OR

WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM 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 EXISTENCE, QUALITY, NATURE, ADEQUACY AND

PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, OR ANY OF THE IMPROVEMENTS LOCATED ON THE PROPERTY; (D) 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; (E) THE ZONING OR OTHER

LEGAL STATUS OF THE PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON THE USE OF THE PROPERTY; (F) THE COMPLIANCE OF

THE PROPERTY OR ITS OPERATION 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; (G) THE PRESENCE OR

ABSENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY; AND (H) THE CONDITION OF TITLE TO THE PROPERTY. THE DEVELOPER AFFIRMS THAT THE

DEVELOPER HAS NOT RELIED ON THE SKILL OR JUDGMENT OF THE CITY OR

ANY OF ITS RESPECTIVE AGENTS, EMPLOYEES OR CONTRACTORS TO

SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND

THAT THE CITY MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE. THE DEVELOPER ACKNOWLEDGES THAT THE

DEVELOPER HAD THE OPPORTUNITY TO PERFORM OR CONDUCT TESTS AND

INVESTIGATIONS OF THE PROPERTY PURSUANT TO THE ENRA, AND THAT

THE DEVELOPER HAS USED, OR 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 DEVELOPER

UNDERTAKES AND ASSUMES ALL RISKS ASSOCIATED WITH ALL MATTERS

PERTAINING TO THE PROPERTY'S LOCATION IN ANY AREA DESIGNATED AS A Item 9.b
783\41\4132805.2 12

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.
(c) Survival. The terms and conditions of this Section shall expressly survive the Closing, shall not merge with the provisions of the City Grant Deed, or any other closing documents and shall be deemed to be incorporated by reference into the City Grant Deed. The City is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Property furnished by any contractor, agent, employee, servant or other person. The Developer acknowledges that the Purchase Price for the Property reflects the "as is" nature of this conveyance and any faults, liabilities, defects or other adverse matters that may be associated with the Property. The Developer has fully reviewed the disclaimers and waivers set forth in this Agreement with the Developer's counsel and understands the significance and effect thereof.
(d) Acknowledgment. The Developer acknowledges and agrees that: (1) to the extent required to be operative, the disclaimers of warranties contained in this Section are "conspicuous" disclaimers for purposes of all applicable laws and other legal requirements; and (2) the disclaimers and other agreements set forth in such sections are an integral part of this Agreement, that the Purchase Price has been adjusted to reflect the same and that the City would not have agreed to convey the Property to the Developer without the disclaimers and other agreements set forth in this Section.
(e) Developer's Release of the City. The Developer, on behalf of itself and anyone claiming by, through or under the Developer hereby waives its right to recover from and fully and irrevocably releases the City, and its respective council members, employees, officers, directors, representatives, and agents (the "Released Parties") from any and all claims, responsibility and/or liability that the Developer may have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to: (1) the condition (including any construction defects, errors, omissions or other conditions, latent or otherwise within or about any existing improvements on the Property), valuation, salability or utility of the Property, or its suitability for any purpose whatsoever; (2) any presence of Hazardous Materials; and (3) any information furnished by the Released Parties under or in connection with this Agreement. (f) Scope of Release. The release set forth in Section 4.6(e) hereof includes claims of which the Developer is presently unaware or which the Developer does not presently suspect to exist which, if known by the Developer, would materially affect the Developer's release of the Released Parties. The Developer specifically waives the provision of any statute or principle of law that provides otherwise. In this connection and to the extent permitted by law, the Developer agrees, represents and warrants that the Developer realizes and acknowledges that factual matters now unknown to the Developer may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and the Developer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that the Developer nevertheless hereby intends to release, Item 9.b
783\41\4132805.2 13
discharge and acquit the City from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses. Accordingly, the Developer, on behalf of itself and anyone claiming by, through or under the Developer, hereby assumes the abovementioned risks and hereby expressly waives any right the Developer and anyone claiming by, through or under the Developer, may have under Section 1542 of the California Civil Code, which reads 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." Developer's Initials: __________
Notwithstanding the foregoing, this release shall not apply to, nor shall the City be released from, the City's actual fraud or misrepresentation.

Section 4.7 Costs of Escrow and Closing. Ad valorem taxes, if any, shall be prorated as of the date of recordation of the City Grant Deed. The Developer shall pay the cost of all title insurance policies, transfer tax, Title Company document preparation, recordation fees and the escrow fees of the Title Company, if any, to close Escrow.

Section 4.8 Developer Obligation to Select Eligible Purchasers. Promptly following the Closing, the Developer shall commence, and thereafter complete, the Developer's standard process for the identification and selection of the Eligible Purchasers. The Developer shall be solely responsible for identifying and selecting the Eligible Purchasers (provided, however, the City retains the right to confirm the household income, and any other information required by HCD, of each Eligible Purchaser), and for the Eligible Purchasers compliance with Developer's program and requirements for participation in the construction of the Homes. The City shall have no liability for any act or omission of any Eligible Purchaser.

ARTICLE 5.

CITY LOAN PROVISIONS
Section 5.1 City Loan.
(a) General Requirements. The City Loan shall be governed by the terms and provisions of this Agreement, the Deed of Trust, and the City Note. As of the Effective Date, the City has disbursed approximately One Hundred Sixty-Three Thousand One Hundred Dollars ($163,100) of the Loan. In no event shall the City fund more than the total amount of the remaining balance of the principal amount of the City Loan pursuant to this Agreement. (b) Use of the City Loan. The City Loan shall be used exclusively to fund eligible predevelopment and development costs and expenses for the Project as set forth below.

No other use of the City Loan is permitted.

Section 5.2 Repayment of the City Loan.

Item 9.b
783\41\4132805.2 14
(a) Repayment. The Developer shall repay the City Note to the extent required by the terms of the City Note and the Deed of Trust. Provided that no Developer Event of Default exists, upon the Developer obtaining a building permit for each Parcel, the City shall partially forgive one-tenth (1/10th) of the principal amount of the City Loan, and the City shall cause the partial release and reconveyance of the Deed of Trust for such Parcel. Upon the Developer obtaining the building permit for all ten (10) Parcels, the City shall forgive any remaining amount of the City Loan, and shall release and reconvey the Deed of Trust. (b) Payment in Full. Notwithstanding subsection (a), above, all principal and interest on the City Loan shall be due upon the earliest of:
(1) a Transfer of the Development other than a Transfer permitted or approved by the City as provided in this Agreement; or
(2) the occurrence of a Developer Event of Default for which the City exercises its right to cause the City Loan indebtedness to become immediately due and payable, or for which the City Loan indebtedness is automatically specified to become immediately due and payable pursuant to applicable subsections of Section 9.4 below.

Section 5.3 Prepayment. The Developer may pay the principal and any interest due on the City Loan in advance of the time for payment thereof as provided in this Agreement, without penalty; provided, however, that the Developer acknowledges that the provisions of this Agreement will be applicable to the Development for the full Term, and the provisions of the Memorandum of DDLA will be applicable to the Development even though the Developer may have prepaid the City Loan.

Section 5.4 City Loan Disbursement.
(a) Disbursement of the City Loan. The City Loan shall be disbursed in accordance with the following provisions of this Section. The City shall not be obligated to make any disbursement of the City Loan unless the following conditions precedent are satisfied prior to the disbursement:
(1) There shall exist no condition, event, or act which would constitute a breach or default under this Agreement, or any City Document or which, upon the giving of notice or the passage of time, or both would constitute such a breach or default. (2) The Developer has executed, and delivered to the City, the City Assignment and the City Note.
(3) The Developer has furnished the City with evidence of the insurance coverage meeting the requirements of Section 7.12, below. (4) The Developer has certified in writing to the City, and the City has approved such certification and has been provided any documentation, reasonably requested by the City, supporting such certification, that the undisbursed proceeds of the City Loan, together with other funds or firm commitments for funds that the Developer has obtained in connection Item 9.b
783\41\4132805.2 15
with the Property (if any) are not less than the amount that is necessary to pay for the tasks and activities to be funded.
(5) The City has received a written draw request from the Developer, including certification that the condition set forth in Section 5.4(a)(1) continues to be satisfied, and setting forth the proposed uses of funds consistent with this Agreement, the amount of funds needed, and, where applicable, a copy of the bill or invoice covering a cost incurred or to be incurred.
(6) Provided the conditions set forth above have been satisfied, the City shall from time to time (but not more frequently than one (1) time per month) disburse the City Loan funds to the Developer no later than fourteen (14) days following the City's receipt and approval of draw request. In the event the City disapproves of the draw request, the City shall provide a written notice to the Developer setting forth the City's reasons for such disapproval. Thereafter, upon the disbursement of the City Loan funds to the Developer, the Developer shall directly pay the vendor as set forth on the approved invoice no later than thirty (30) days following receipt of such invoice. Upon written request from the City, the Developer shall provide the City with a copy of each check and such other documentation reasonably requested by the City to document the use of the proceeds of the City Loan. In no event shall the City disburse more than Seven Hundred Sixty-Eight Thousand Six Hundred and Fifty-Six Dollars ($768,656) pursuant to this subsection.
(b) No Funding Obligation. Notwithstanding any other provisions of this Agreement, the City shall have no further obligation to disburse any portion of the City Loan to the Developer following: (1) termination of this Agreement; or (2) notification by the City to the Developer of a Developer Event of Default and Developer's failure to cure under the terms of this Agreement.

Section 5.5 Supervision/Administrative Fee. The amount and the terms of the City Loan have been established by taking into account the anticipated costs of development, including a maximum development fee to be paid to the Developer for development and construction management and contract administration services in an amount not exceeding fifteen percent (15%) of costs of contracts supporting predevelopment activities or such greater amount permitted by any funding source set forth in the Financing Plan (the "Supervision/Administrative Fee"). The Supervision/Administrative Fee may be reduced, or deferred, as necessary so that these funds may be utilized to pay Development cost-overruns; provided however, that the Developer shall obtain the City's prior written consent to any revision to the Financing Plan in accordance with this Agreement. Except for the Supervision/Administrative Fee, no compensation from any source shall be received by or be payable to the Developer, any entity Controlled by the Developer, or any other entity or organization in connection with the provision of development and construction management services for the acquisition and construction of the Improvements.

Section 5.6 Compliance with PLHA Requirements. The Developer acknowledges that a portion of the City Loan is funded by the PLHA Funds. In connection with the development of the Property, the Developer shall comply with all applicable PLHA Requirements, including but not limited, to: (i) providing such additional documentation regarding the Developer's use of the Item 9.b
783\41\4132805.2 16
PLHA Funds as may be required by the City or HCD; and (ii) permitting City and/or HCD representatives the ability to inspect the Property and Developer's records regarding the Property.

The Developer's obligation to indemnify, as set forth in Section 12.7 of this Agreement, shall specifically include the obligation to indemnify, defend, and hold harmless the City and HCD in connection with the Developer's failure to comply with applicable PLHA Requirements.

ARTICLE 6.

CONSTRUCTION OF IMPROVEMENTS
Section 6.1 Final Subdivision Map. No later than the date set forth in the Schedule of Performance, the Developer shall obtain the necessary approval(s) of the Final Subdivision Map for the Property documenting that the Parcels will be created as separate legal parcels on which the Improvements will be constructed. As between the City and the Developer, the Developer shall be solely liable for all costs and expenses necessary for the preparation, approval, and filing of the Final Subdivision Map; provided, however, prior to the Close of Escrow, the City shall (at no additional cost to the City) execute such documents, as the fee owner of the Property, necessary to effectuate such subdivision.

Section 6.2 Construction Pursuant to Plans.
(a) Submittal to City. The Developer shall submit the Construction Plans to the City for the City's review and approval in accordance with applicable law and the City's standard process for review and approval of Construction Plans as a condition to the issuance of a building permit. If the Developer does not obtain City approval of the final Construction Plans by the date set forth in the Schedule of Performance, then the City may declare a Developer Event of Default, as set forth below, and if such default is not cured by the Developer in accordance with this Agreement, then the City may terminate this Agreement pursuant to Article

9.4. The Developer acknowledges that neither the execution of this Agreement by the City, nor the recordation of the City Grant Deed, limits the discretion of the City in connection with the review of the Construction Plans.
(b) Compliance. The Improvements shall be constructed substantially in accordance with the Construction Plans, unless modified by operation of Section 6.2, and the terms and conditions of the land use permits and approvals and building permits, including any variances granted. The Developer shall comply with all of the duties and obligations set forth in this Article, and the Developer's failure to comply with the duties and obligations set forth in this Article shall constitute a Developer Event of Default.

Section 6.3 Change in Construction of Improvements. If the Developer desires to make any material change in the Improvements which are not substantially consistent with the Construction Plans, the Developer shall submit the proposed change to the City for its approval.

No change which is required for compliance with building codes or other government health and safety regulations shall be deemed material. If the Improvements, as modified by any such proposed change, will conform to the requirements of this Agreement, and the Construction Plans, the City shall approve the change by notifying the Developer in writing.

Item 9.b
783\41\4132805.2 17
Unless a proposed change is rejected by the City within ten (10) days, it shall be deemed approved. If rejected within such time period, the previously approved Construction Plans shall continue to remain in full force and effect. If the City rejects a proposed change, it shall provide the Developer with the specific reasons therefore.

The approval of changes in the Construction Plans by the City pursuant to this Section shall be in addition to any approvals required to be obtained from the City pursuant to building permit requirements. Approval of changes in the Construction Plans by the City shall not constitute approval by the City and shall in no way limit the City's discretion in approving changes to the Construction Plans.

Section 6.4 Construction Contract. No later than the date set forth in the Schedule of Performance, the Developer shall submit to the City for its limited approval the proposed construction contract(s) for the construction of any portion(s) of the Project to be performed by third-party contractor(s) retained by the Developer (collectively, the "Construction Contract").

The City's review and approval shall be limited exclusively to a determination whether: (a) the guaranteed maximum construction cost set forth in the Construction Contract is consistent with the approved Financing Plan; (b) the Construction Contract is with a licensed general contractor reasonably acceptable to the City; (c) the Construction Contract contains provisions consistent with Article 6 of this Agreement; and (d) the Construction Contract requires a retention of ten percent (10%) of costs until completion of the construction of the Development (except for specified trades previously approved by the City in writing). The City's approval of the Construction Contract shall in no way be deemed to constitute approval of or concurrence with any other term or condition of such documents, including, but not limited to, the means, methods, or techniques utilized in connection with the construction of the Development.

Upon receipt by the City of the proposed Construction Contract, the City shall promptly review and approve such documents within five (5) days if such documents satisfy the limited criteria set forth above. If the Construction Contract is not approved by the City, the City shall set forth in writing and notify the Developer of the City's reasons for withholding such approval.

The Developer shall thereafter submit revised the Construction Contract for City approval, which approval shall be granted or denied in five (5) days in accordance with the criteria and procedures set forth above. Failure of the City to respond within the five (5) day period(s) set forth above shall be deemed approval by the City. The Construction Contract executed by the Developer shall be in a form approved or deemed approved by the City.

Section 6.5 Building Permit. No later than the date set forth in the Schedule of Performance, the Developer shall apply for a building permit allowing for the construction of the Development in accordance with the Construction Plans. After submitting an application for a building permit, the Developer shall diligently pursue and obtain a building permit for the construction of the Development, and no later than the date set forth in the Schedule of Performance, the Developer shall deliver evidence to the City that the Developer is entitled to issuance of a building permit for the Development upon payment of applicable permit fees. Only upon delivery to the City of such evidence in a form reasonably satisfactory to the City (or the delivery of such evidence by the City to the Developer) shall this condition be deemed met. If such evidence is not delivered by the date set forth in the Schedule of Performance, then the City may declare a Developer Event of Default, as set forth below, and if such default is not cured by Item 9.b
783\41\4132805.2 18
the Developer in accordance with this Agreement, then the City may terminate this Agreement pursuant to Section 9.4. The City shall render all reasonable assistance (at no additional cost or expense to the City) to the Developer to obtain the building permit.

The Developer acknowledges that neither the execution of this Agreement by the City, nor the recordation of the City Grant Deed, constitutes approval by the City of any required permits, applications, or allocations for the Project, and in no way limits the discretion of the City in the permit allocation and approval process for the Project.

Section 6.6 Commencement of Construction. The Developer shall commence necessary sitework for the Project, and, thereafter the Developer shall commence construction of the Improvements no later than the dates set forth in the Schedule of Performance.

Section 6.7 Completion of the Improvements. The Developer shall diligently prosecute to completion the construction of the Improvements no later than the date set forth in the Schedule of Performance.

Section 6.8 Equal Opportunity. During the construction of the Improvements there shall be no discrimination on the basis of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the hiring, firing, promoting or demoting of any person engaged in the construction work. In connection with the construction of the Improvements, the Developer shall, and shall cause the Developer's general contractor to, use commercially reasonable, good faith efforts to retain, or otherwise utilize, the services of businesses located within the boundaries of the City of Vacaville. At a minimum, the Developer shall, or shall cause the Developer's general contractor to, notify applicable business firms located in City of Vacaville of bid opportunities for the construction of the Improvements.

Documentation of such notifications shall be maintained by the Developer and available to the City as requested.

Section 6.9 Compliance with Applicable Laws.
(a) Compliance with Laws during Construction. The Developer shall cause all construction work to be performed in compliance with: (1) all applicable laws, ordinances, rules and regulations of federal, state, county or municipal governments or agencies now in force or that may be enacted hereafter; (2) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction; and (3) all applicable Conditions of Approval. The work shall proceed only after the payment of all applicable fees, procurement of each permit, license, or other authorization that may be required by any governmental agency having jurisdiction, and the Developer shall be responsible to the City for the procurement and maintenance thereof, as may be required of the Developer and all entities engaged in work on the Property. (b) Prevailing Wages. This Agreement has been prepared with the intention that the financial assistance provided by the City under this Agreement meets the exceptions set forth in Labor Code Section 1720(c)(5)(A) to the general requirement that state prevailing wages be paid in connection with construction work that is paid for in whole or in part out of public funds; provided, however, that nothing in this Agreement constitutes a representation or warranty Item 9.b
783\41\4132805.2 19
by any party regarding the applicability of the provisions of Labor Code Section 1720 et seq. To the extent required by applicable law, the Developer shall, and shall cause the contractor and all subcontractors shall register with the Department of Industrial Relations (the "DIR") in accordance with Labor Code Sections 1725.5 and 1771.1, the Developer shall and shall cause the contractor and subcontractors to pay prevailing wages in the construction of the Improvements as those wages are determined pursuant to Labor Code Sections 1720 et seq., and the implementing regulations of the DIR, and comply with the other applicable provisions of Labor Code Sections 1720 et seq., including but not limited to the hiring of apprentices as required by Labor Code Sections 1775 et seq., and the implementing regulations of the DIR. To the extent required by any applicable law, the Developer shall and shall cause the contractor and subcontractors to keep and retain such records as are necessary to determine if such prevailing wages have been paid as required pursuant to Labor Code Sections 1720 et seq., that apprentices have been employed as required by Labor Code Section 1777.5 et seq., and otherwise comply with the other applicable provisions of Labor Code Sections, including without limitation, 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., and implementing regulations of the DIR in connection with construction of the Development or any other work undertaken or in connection with the Property. Copies of the currently applicable per diem prevailing wages are available from the DIR. During the construction of the Improvements the Developer shall or shall cause the contractor to post at the Property the applicable prevailing rates of per diem wages. The Developer shall indemnify, hold harmless and defend (with counsel reasonably selected by the City) the City against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Developer, its contractor and subcontractors) to pay prevailing wages as determined pursuant to Labor Code Sections 1720 et seq., to hire apprentices in accordance with Labor Code Sections 1777.5 et seq., and the implementing regulations of the DIR or comply with the other applicable provisions of Labor Code Sections 1720 et seq., and the implementing regulations of the DIR in connection with the construction of the Improvements or any other work undertaken or in connection with the Property. This indemnity obligation of the Developer shall survive the expiration or termination of this Agreement.

Section 6.10 Progress Report. The Developer will provide quarterly progress reports to the City regarding the status of the construction of the Development. The Developer shall provide the reports and information required under this Section until completion of the construction of the Improvements, as evidenced by the Certificate of Completion from the City pursuant to Section 6.14.

Section 6.11 Construction Responsibilities. As between the City and the Developer it shall be the responsibility of the Developer to coordinate and schedule the work to be performed so that commencement and completion of the construction of the Improvements will take place in accordance with this Agreement. The Developer shall be solely responsible for all aspects of the Developer's conduct in connection with the Development, including (but not limited to) the quality and suitability of the plans and specifications, the supervision of construction work, and the qualifications, financial condition, and performance of all architects, engineers, contractors, subcontractors, suppliers, and consultants. Any review or inspection undertaken by the City with reference to the Development, pursuant to this Agreement, is solely for the purpose of determining whether the Developer is properly discharging its obligations to the City, and should not be relied upon by the Developer or by any third parties as a warranty or representation by the Item 9.b
783\41\4132805.2 20
City as to the quality of the design or construction of the Development, or compliance with any applicable law.

Section 6.12 Mechanics Liens, Stop Notices, and Notices of Completion. (a) If any claim of lien is filed against the Property or the Improvements or a stop notice affecting the City Loan is served on the City or any other lender or other third party in connection with the Development, then the Developer shall, within thirty (30) days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the City a surety bond from a surety, reasonably acceptable to the City, or such other evidence reasonably acceptable to the City that the lien or stop notice has been discharged acceptable to the City in sufficient form and amount, or provide the City with other assurance satisfactory to the City that the claim of lien or stop notice will be paid or discharged.
(b) If the Developer fails to discharge any lien, encumbrance, charge, or claim in the manner required in this Section or obtain a surety bond, then in addition to any other right or remedy, the City may (but shall be under no obligation to) discharge such lien, encumbrance, charge, or claim at the Developer's expense. Alternatively, the City may require the Developer to immediately deposit with the City the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. The City may use such deposit to satisfy any claim or lien that is adversely determined against the Developer.
(c) The Developer shall file a valid notice of cessation or notice of completion upon cessation of construction of the Development for a continuous period of thirty (30) days or more, and take all other reasonable steps to forestall, limit, or prevent the assertion of claims of lien against the Property and/or Improvements. The Developer authorizes the City, but without any obligation, to record any notices of completion or cessation of labor, or any other notice that the City deems necessary or desirable to protect its interest in the Development and Property.

Section 6.13 Inspections. The Developer shall permit and facilitate, and shall require its contractors, to permit and facilitate, observation and inspection at the Development by the City during reasonable business hours for the purposes of determining compliance with this Agreement. The Developer acknowledges that the City is under no obligation to: (a) supervise the construction, or the means, methods, or techniques utilized in connection with the construction of the Improvements; (b) inspect the Property; or (c) inform the Developer of information obtained by the City during any inspection. Any inspection by the City during the construction of the Improvements, pursuant to this Section, is entirely for determining whether the Developer is in compliance with this Agreement and is not for the purpose of determining or informing the Developer of the quality or suitability of construction. The Developer shall not rely upon the City for any supervision or inspection of the construction of the Development. The Developer shall rely entirely upon its own supervision and inspection in determining the quality and suitability of the materials and work, and the performance of architects, subcontractors, and material suppliers. The rights granted to the City pursuant to this Section are in addition to any rights of entry and inspection the City may have in exercising its municipal regulatory authority, including, but not limited to, any inspection rights related to any building permit(s) for the Property.

Item 9.b
783\41\4132805.2 21
Section 6.14 Information. The Developer shall provide any information reasonably requested by the City in connection with the Development.

Section 6.15 Records.
(a) Retention of Records. The Developer shall maintain complete, accurate, and current records pertaining to the Development for a period of five (5) years after the creation of such records, and shall permit any duly authorized representative of the City to inspect and copy records upon reasonable notice to the Developer. Such records shall include all invoices, receipts, and other documents related to expenditures from the City Loan funds. Records must be kept accurate and current.
(b) City Rights. The City shall notify the Developer of any records it deems insufficient. The Developer shall have thirty (30) calendar days after the receipt of such a notice to correct any deficiency in the records specified by the City in such notice, or if a period longer than thirty (30) days is reasonably necessary to correct the deficiency, then the Developer shall begin to correct the deficiency within thirty (30) days and complete the correction of the deficiency as soon as reasonably possible.

Section 6.16 Financial Accounting. Until the issuance of the Certificate of Completion, the Developer shall submit any required amendments to the Financing Plan to the City for approval within fifteen (15) days of the date the Developer receives information indicating that actual costs of the Development vary or will vary from the line item costs shown on the Financing Plan. Written consent of the City shall be required to amend the Financing Plan.

Section 6.17 Certificate of Completion.
(a) Issuance. Within thirty (30) days after completion of the construction of each Home on a Parcel, in accordance with those provisions of this Agreement relating solely to the obligations of the Developer to construct the Home (including the dates for beginning and completing construction of the Home), and provided that the Developer has delivered evidence reasonably acceptable to the City that the Developer is obligated to convey the Home to an Eligible Purchaser (as evidenced by the execution of a Resale Restriction Agreement by the Developer and the Eligible Purchaser or any other agreement obligating the Developer to convey the Home to an Eligible Purchaser, as reasonably acceptable to the City), the City shall provide an instrument so certifying the completion of the construction of the Home and the conveyance of the Home and Parcel to an Eligible Purchaser (the "Certificate of Completion"). The Certificate of Completion shall be conclusive determination that the covenants in this Agreement with respect to the obligations of the Developer to: (i) construct the Home; and (ii) convey the Home to an Eligible Purchaser have both been met. A Certificate of Completion shall be issued by the City on a Parcel-by-Parcel basis. The issuance of the Certificate of Completion for one Parcel shall have no effect on the Term of this Agreement for all other Parcels, and the provisions of this Agreement shall remain in full force and effect against each Parcel unless and until a Certificate of Completion is issued for such Parcel. Each Certificate of Completion shall be in such form as will enable such certificate to be recorded in the Official Records, and the Parties anticipate that such recordation shall occur concurrently with the Developer's conveyance of the Parcel to an Eligible Homebuyer. In conjunction with the recordation of the Certificate of Completion for each Parcel, the City shall record a partial release of the Memorandum of DDLA releasing the Memorandum of DDLA as an encumbrance against such Parcel. These Item 9.b
783\41\4132805.2 22
certifications and determinations shall not: (1) constitute evidence of compliance with the requirements of Section 6.9 or satisfaction of any obligation of the Developer to any holder of a Security Financing Interest; (2) be deemed a notice of completion under the California Civil Code, nor a certificate of occupancy; (3) hinder nor convey any rights to occupy any portion of the Improvements; or (4) waive, limit, or otherwise impair the Developer's duties and obligations, and the City's rights and remedies, under the Subdivision Improvement Agreement. (b) Failure to Obtain. Notwithstanding any provision of this Agreement to the contrary, including, but not limited to any timeframe set forth in the Schedule of Performance, in the event the Developer fails to satisfy all of the conditions to the issuance of a Certificate of Completion for each Home by December 31, 2031, then the Developer shall be obligated to convey to the City each Parcel for which a Certificate of Completion has not been issued (each a "Uncompleted Parcel"), and all improvements then existing on such Uncompleted Parcel, for the amount of One Dollar ($1.00) for each Uncompleted Parcel. The Developer acknowledges and agrees that the obligation to convey any Uncompleted Parcel to the City pursuant to this subsection: (i) was made in consideration for the City's agreement to waive certain conditions precedent to the Closing, that were previously set forth in the Original Agreement; (ii) is a separate obligation of the Developer, independent of any other rights and remedies available to the City pursuant to this Agreement; and (iii) is an essential and material term of this Agreement, without which the City would not have entered into, and agreed to be bound by, this Agreement.

In order to effectuate such transfer of the Uncompleted Parcel(s), the City shall deliver a written notice to the Developer for the conveyance of each Uncompleted Parcel, and thereafter the Developer shall execute a quitclaim deed, in favor of the City, for the conveyance of each Uncompleted Parcel within five (5) days after the date of such City notice. The Developer's failure to comply with this obligation shall constitute a Developer Event of Default (not subject to any other or additional cure period), and the City shall be entitled to pursue an action for specific performance to enforce the Developer's obligation to convey such Uncompleted Parcel(s) to the City. In the event of any conflict between the terms of this subsection and any other provision of this Agreement, the terms of this Section shall control. For any Uncompleted Parcel(s), this obligation shall survive the issuance of a Certificate of Completion for any other Parcel(s).

Section 6.18 Subdivision Improvement Agreement. In accordance with the Conditions of Approval, the Developer is obligated to execute the Subdivision Improvement Agreement, and record the Subdivision Improvement Agreement in the Official Records. The Developer shall comply with the Subdivision Improvement Agreement and the all of the Conditions of Approval in connection with the development of the Property. In the event the City declares any breach or default by the Developer, pursuant to the Subdivision Improvement Agreement, or the Developer otherwise fails to comply with the Conditions of Approval, then in addition to any rights or remedies available under the Subdivision Improvement Agreement, or otherwise available to the City, the City may declare a Developer Event of Default, in accordance with Article 9. Nothing in this Agreement, including but not limited to the conveyance of the Property, pursuant to the City Grant Deed, shall be deemed to waive, limit, or otherwise impair the rights and remedies available to the City pursuant to the Subdivision Improvement Agreement, or that are otherwise available to the City in connection with the Developer's failure to comply with the Conditions of Approval. Notwithstanding the execution of this Agreement, the City shall have no obligation to accept any improvements constructed by, or on behalf, the Developer unless and until the Item 9.b
783\41\4132805.2 23
Developer has complied with all applicable requirements of the Subdivision Improvement Agreement.

ARTICLE 7.

ONGOING DEVELOPER OBLIGATIONS
Section 7.1 Applicability. The conditions and obligations set forth in this Article shall apply throughout the Term, unless a different period of applicability is specified for a particular condition or obligation. The Developer's failure to comply with the duties and obligations set forth in this Article, after the expiration of any applicable notice and cure period, shall constitute a Developer Event of Default.

Section 7.2 Use. The Developer hereby agrees that, for the entire Term, the Development will be used and continuously operated only as affordable housing in accordance with all applicable requirements of the California Community Redevelopment Law (the "Law"), including, but not limited to, the requirement that such housing be provided to households described in Section 50079.5 of the Law, at an Affordable Housing Cost. The Developer acknowledges that the Resale Restriction Agreement shall require that the Home be sold for an Affordable Housing Cost to the Eligible Purchaser, and any subsequent purchaser that acquires the Home from the Eligible Purchaser.

Section 7.3 Maintenance.
(a) Improvements. The Developer hereby agrees that, prior to completion of construction of the Improvements, the portions of the Property undergoing construction shall be maintained in a neat and orderly condition to the extent practicable and in accordance with industry health and safety standards, and that, once the Improvements are completed, the Development shall be well maintained by the Developer as to both external and internal appearance of the Improvements, the common areas, and the open spaces. For such time as the Developer owns a Parcel, the Developer shall maintain the portions of the Development owned by the Developer in good repair and working order, and in a neat, clean and orderly condition, including the walkways, driveways, alleyways and landscaping, and from time to time make all necessary and proper repairs, renewals, and replacements. (b) Developer Failure to Maintain. In the event that there arises at any time prior to the expiration of the Term a condition in contravention of the above maintenance standard, then the City shall notify the Developer in writing of such condition, giving the Developer thirty (30) days from receipt of such notice to cure said condition. In the event the Developer fails to cure or commence to cure the condition within the time allowed (and thereafter fails to pursue such cure to completion no later than sixty (60) days following the Developer's receipt of the City's initial notice), the City shall have the right to enter the Property (or applicable Parcel(s) owned by the Developer) and perform all acts necessary to cure such a condition, or to take other recourse at law or equity the City may then have and to receive from the Developer, the City's cost in taking such action. The Developer hereby irrevocably grants the City, and the City's employees and agents, a right of entry for such purpose. The Parties hereto further mutually understand and agree that the rights conferred upon the City expressly include the right to enforce or establish a lien or other encumbrance against the Property (or Parcels Item 9.b
783\41\4132805.2 24
owned by the Developer), but such lien shall be subject to previously recorded liens and encumbrances. The foregoing provisions shall be a covenant running with the Property until the expiration of the Term, enforceable by the City, its successors and assigns.

Section 7.4 Taxes and Assessments. The Developer shall apply for and shall thereafter use good faith efforts to obtain an exemption from local property taxes pursuant to Section 214 of the California Revenue and Taxation Code. The Developer shall pay all unabated real property taxes on the Development, personal property taxes, assessments and charges and all franchise, income, employment, old age benefit, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property or the Developer's fee interest in the Property; provided, however, that the Developer shall have the right to contest in good faith any such taxes, assessments, or charges. In the event the Developer exercises its right to contest any tax, assessment, or charge against it, the Developer, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest.

Section 7.5 Mandatory Language in All Subsequent Deeds, Leases and Contracts. All deeds, leases or contracts made or entered into by Developer, its successors or assigns, as to any portion of the Property shall contain therein the following language:
(a) In Deeds:
"(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, 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) and (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 property herein conveyed, nor shall the grantee or any person claiming under or through the grantee, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land.
(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 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."
(b) In Leases:
"(1) Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination Item 9.b
783\41\4132805.2 25
against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (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 leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises 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 of tenants, lessees, sublessees, subtenants, or vendees in the premises 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 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."
(c) In Contracts:
"(1) There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (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 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 the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land.
(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 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."
Section 7.6 Hazardous Materials.
(a) Covenants.
(1) No Hazardous Materials Activities. The Developer hereby represents and warrants to the City that, at all times from and after the Closing, the Developer shall not cause or permit the Property, or the Improvements thereon to be used as a site for the use, generation, manufacture, storage, treatment, release, discharge, disposal, transportation or presence of any Hazardous Materials.

Item 9.b
783\41\4132805.2 26
(2) Hazardous Materials Laws. The Developer hereby represents and warrants to the City that, at all times from and after the Closing, the Developer shall comply and cause the Property, and the Improvements thereon to comply with Hazardous Materials Laws, including without limitation, those relating to soil and groundwater conditions. (3) Notices. The Developer hereby represents and warrants to the City that, at all times from and after the Closing, the Developer shall immediately notify the City in writing of: (i) the discovery of any Hazardous Materials on or under the Property; (ii) any knowledge by the Developer that the Property does not comply with any Hazardous Materials Laws; (iii) any claims or actions pending or threatened against the Developer, the Property, or the Improvements by any governmental entity or agency or any other person or entity relating to Hazardous Materials or pursuant to any Hazardous Materials Laws (collectively "Hazardous Materials Claims"); and (iv) the discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property, that could cause the Property, or any part thereof to be subject to the provisions of California Health and Safety Code Sections 25220, et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Development under any Hazardous Materials Laws. The City shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorney's fees in connection therewith paid by the Developer. (4) Without the City's prior written consent, which shall not be unreasonably withheld, the Developer shall not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Development (other than in emergency situations or as required by governmental agencies having jurisdiction), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims.
(b) Developer Acknowledgement. The Developer hereby acknowledges and agrees that: (1) this Section is intended as the City's written request for information (and Developer's response) concerning the environmental condition of the Property as required by California Code of Civil Procedure Section 726.5; and (2) each representation and warranty in this Agreement (together with any indemnity obligation applicable to a breach of any such representation and warranty) with respect to the environmental condition of the Property is intended by the Parties to be an "environmental provision" for purposes of California Code of Civil Procedure Section 736.
(c) Indemnity. Without limiting the generality of the indemnification set forth in Section 12.7 below, the Developer hereby agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to the City) the City, its council members, officers, and employees from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, but not limited to, reasonable attorney's fees and expenses), arising directly or indirectly, in whole or in part, out of: (1) the failure of the Developer or any other person or entity to comply with any Hazardous Materials Law relating in any way whatsoever to the handling, treatment, presence, removal, storage, decontamination, cleanup, transportation or Item 9.b
783\41\4132805.2 27
disposal of Hazardous Materials into, on, under or from the Development on or after the date of conveyance of the Property to the Developer and during such period the Developer is the owner of the Property; (2) the presence in, on or under the Development of any Hazardous Materials or any releases or discharges of any Hazardous Materials into, on, under or from the Development to the extent it arises on or after the date of conveyance of the Property to the Developer and during such period the Developer is the owner of the Property; or (3) any activity carried on or undertaken on or off the Development, subsequent to the conveyance of the Property to the Developer and during such period the Developer is the owner of the Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transport or disposal of any Hazardous Materials at any time located or present on or under the Development. The foregoing indemnity shall further apply to any residual contamination on or under the Development, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with Hazardous Materials Laws. The provisions of this subsection shall survive expiration of the Term or other termination of this Agreement, and shall remain in full force and effect.
(d) No Limitation. The Developer hereby acknowledges and agrees that the Developer's duties, obligations and liabilities under this Agreement, including, without limitation, under subsection (c) above, are in no way limited or otherwise affected by any information the City may have concerning the Development and/or the presence within the Development of any Hazardous Materials, whether the City obtained such information from the Developer or from its own investigations.

Section 7.7 Management Responsibilities. The Developer shall be responsible for all management functions with respect to the Development, including without limitation the selection of homebuyers, certification and recertification of household size and income, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. The City shall have no direct, or indirect, responsibility over management of the Development; however, the Developer shall operate the Development in accordance with this Agreement in a manner acceptable to the City.

Section 7.8 Insurance Requirements.
(a) Required Coverage. The Developer shall maintain and keep in force, at the Developer's sole cost and expense, the following insurance applicable to the Development:
(1) To the extent required by law, Workers' Compensation insurance, including Employer's Liability coverage, with limits not less than required by applicable law. (2) Comprehensive or Commercial General Liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence combined single limit for Bodily Injury and Property Damage, including coverage's for Contractual Liability, Personal Injury, Broadform Property Damage, Products and Completed Operations. (3) Comprehensive Automobile Liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence combined single limit for Bodily Injury Item 9.b
783\41\4132805.2 28
and Property Damage, including coverages for owned, non-owned and hired vehicles, as applicable; provided, however, such automobile insurance shall only be required to the extent the Developer owns automobiles.
(4) Property insurance covering the Development covering all risks of loss, including earthquake (but only if required by the Investor or by another lender) and flood, if the Property is located in a flood zone, for one hundred percent (100%) of the replacement value, with deductible, if any, acceptable to the City, naming the City as a Loss Payee, as its interest may appear. The amount of such insurance shall be adjusted by reappraisal of the Project by the insurer or its designee not more than once every five (5) years after the issuance of the Certificate of Completion during the Term, if requested in writing by the City. (b) Contractor's Insurance. The Developer shall cause any general contractor or agent working on the Development under direct contract with the Developer (including, but not limited to, the Developer's architect) to maintain insurance of the types and in at least the minimum amounts described in subsections (a)(1), (a)(2), and (a)(3) above, and shall require that such insurance shall meet all of the general requirements of subsection (c) below.

Subcontractors working on the Development under indirect contract with the Developer shall be required to maintain the insurance described in subsections (a)(1), (a)(2) and (a)(3) above.

Liability and Comprehensive Automobile Liability insurance to be maintained by such contractors and agents pursuant to this subsection shall name as additional insured's the City, councilmembers, officers, agents, and employees.
(c) General Requirements. The required insurance shall be provided under an occurrence form, and the Developer shall maintain such coverage continuously throughout the Term. Should any of the required insurance be provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs be included in such annual aggregate limit, such annual aggregate limit shall be three times the occurrence limits specified above.

Comprehensive General Liability, Comprehensive Automobile Liability and Property insurance policies shall be endorsed to name as additional insureds the City and its council members, officers, agents, and employees. All policies and bonds shall contain (a) the agreement of the insurer to give the City at least thirty (30) days' notice prior to cancellation (including, without limitation, for nonpayment of premium) or any material change in said policies; (b) an agreement that such policies are primary and noncontributing with any insurance that may be carried by the City; (c) a provision that no act or omission of the Developer shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained; and (d) a waiver by the insurer of all rights of subrogation against the City and its authorized parties in connection with any loss or damage thereby insured against. (d) Certificates of Insurance. Upon the City's request at any time during the Term of this Agreement, the Developer shall provide certificates of insurance, in form and with insurers reasonable acceptable to the City, evidencing compliance with the requirements of this Section, and shall provide complete copies of such insurance policies, including a separate endorsement naming the City as additional insured, if requested by the City.

Item 9.b
783\41\4132805.2 29
(e) Subdivision Improvement Agreement. Nothing in this Section shall waive, limit, or otherwise impair the Developer's obligation to obtain, and maintain, any insurance coverage as set forth in the Subdivision Improvement Agreement. To the extent the there is any conflict between the insurance requirements set forth in this Section and the requirements set forth in the Subdivision Improvement Agreement, the Developer shall comply with the stricter requirement(s).

ARTICLE 8.

ASSIGNMENT AND TRANSFERS
Section 8.1 Definitions. As used in this Article, the term "Transfer" means:
(a) Any total or partial sale, assignment or conveyance, or any trust or power, or any transfer in any other mode or form, of or with respect to this Agreement or of the Development or any part thereof or any interest therein or any contract or agreement to do any of the same; or
(b) Any total or partial sale, assignment or conveyance, or any trust or power, or any transfer in any other mode or form, of or with respect to any ownership interest in Developer or any contract or agreement to do any of the same; or (c) Any merger, consolidation, sale or lease of all or substantially all of the assets of Developer.

The sale of a Home to an Eligible Purchaser in accordance with the requirements of this Agreement shall not be deemed a "Transfer" for purposes of this Article.

Section 8.2 Purpose of Restrictions on Transfer. This Agreement is entered into solely for the purpose of development and operation of the Development and its subsequent use in accordance with the terms hereof. The Developer recognizes that the qualifications and identity of the Developer are of particular concern to the City, in view of:
(a) The importance of the development of the Property to the general welfare of the community; and
(b) The land acquisition assistance and other public aids that have been made available by law and by the government for the purpose of making such development possible; and
(c) The reliance by the City upon the unique qualifications and ability of the Developer to serve as the catalyst for development of the Property and upon the continuing interest which the Developer will have in the Property to assure the quality of the use, operation and maintenance deemed critical by the City in the development of the Property; and (d) The fact that a change in ownership or control of the owner of the Property, or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or with respect to the identity of the parties in control of the Item 9.b
783\41\4132805.2 30
Developer or the degree thereof is for practical purposes a transfer or disposition of the Property; and
(e) The fact that the Property is not to be acquired or used for speculation, but only for development and operation by the Developer in accordance with the Agreement; and (f) The importance to the City and the community of the standards of use, operation, and maintenance of the Property; and
(g) The Developer further recognizes that it is because of such qualifications and identity that the City is entering into this Agreement with the Developer and that Transfers are permitted only as provided in this Agreement.

Section 8.3 Prohibited Transfers. The limitations on Transfers set forth in this Section shall apply until expiration of the Term. Except as expressly permitted in this Agreement, the Developer represents and agrees that the Developer has not made or created, and will not make or create or suffer to be made or created, any Transfer, either voluntarily or by operation of law without the prior written approval of the City. Any Transfer made in contravention of this Section shall be void and shall be deemed to be a default under this Agreement whether or not the Developer knew of or participated in such Transfer.

Section 8.4 Permitted Transfers. Notwithstanding the provisions of Section 8.3, the following Transfers shall be permitted and are hereby approved by the City. (a) Any Transfer creating a Security Financing Interest permitted pursuant to the approved Financing Plan;
(b) Any Transfer directly resulting from the foreclosure of a Security Financing Interest or the granting of a deed in lieu of foreclosure of a Security Financing Interest or as otherwise permitted under Article 11; and
(c) A sale or transfer of a Home to an Eligible Purchaser.

Section 8.5 Other Transfers with City Consent. The City may, in its sole discretion, approve in writing other Transfers as requested by the Developer. In connection with such request, there shall be submitted to the City for review all instruments and other legal documents proposed to affect any such Transfer. If a requested Transfer is approved by the City such approval shall be indicated to the Developer in writing. Such approval shall be granted or denied by the City within thirty (30) days after receipt by the City of Developer's request for approval of a Transfer. Upon such approval, if granted, the transferee, by an instrument in writing prepared by the City and in form recordable among the Official Records, shall expressly assume the obligations of the Developer under this Agreement, and the City Documents, and agree to be subject to the conditions and restrictions to which the Developer is subject arising during this Agreement and the City Documents, to the fullest extent that such obligations are applicable to the particular portion of or interest in the Development conveyed in such Transfer. In the absence of specific written agreement by the City, no such Transfer, assignment or approval by Item 9.b
783\41\4132805.2 31
the City shall be deemed to relieve the Developer or any other party from any obligations under this Agreement.

ARTICLE 9.

DEFAULT AND REMEDIES
Section 9.1 General Applicability. The provisions of this Article shall govern the Parties' remedies for breach or failure of this Agreement.

Section 9.2 No Fault of Parties. The following events constitute a basis for a Party to terminate this Agreement without the fault of the other:
(a) The Developer, despite good faith and diligent efforts (as reasonably determined by the City), is unable to satisfy all of the conditions precedent to the City's obligation to execute the City Grant Deed set forth in Article 4 by no later than the dates set forth in the Schedule of Performance; or
(b) The City, despite good faith and diligent efforts, is unable to execute the City Grant Deed and convey the Property to the Developer and the Developer is otherwise entitled to the conveyance of the Property.

Upon the happening of any of the above-described events, and at the election of either Party, this Agreement may be terminated by written notice to the other Party. In conjunction with such termination, the following shall occur: (i) the City Note shall be terminated, (ii) the City Loan shall be forgiven, in accordance with the City Note, and (iii) the Developer shall, or shall cause, the delivery to the City of all work product subject to the City Assignment.

Thereafter, neither Party shall have any rights against, or liability to, the other under this Agreement, except that the waiver and indemnification provisions set forth herein shall survive such termination and remain in full force and effect.

Section 9.3 Fault of City. Except as to events constituting a basis for termination under Section 9.2, the following events each constitute a City Event of Default and a basis for the Developer to take action against the City:
(a) The City, without good cause, fails to convey the Property to the Developer within the time and in the manner set forth in Article 3 and the Developer is otherwise entitled by this Agreement to such conveyance; or
(b) The City breaches any other material provision of this Agreement.

Upon the happening of any of the above-described events, the Developer shall first notify the City in writing of its purported breach or failure, giving the City forty-five (45) days from receipt of such notice to cure or, if cure cannot be accomplished within forty-five (45) days, to commence to cure such breach, failure, or act. In the event the City does not then so cure within said forty-five (45) days, or if the breach or failure is of such a nature that it cannot be cured within forty-five (45) days, the City fails to commence to cure within such forty-five (45) days Item 9.b
783\41\4132805.2 32
and thereafter diligently complete such cure within a reasonable time thereafter but in no event later than one hundred twenty (120) days, then the Developer shall be afforded all of its rights at law or in equity, by taking all or any of the following remedies: (1) terminating in writing this Agreement (provided, however, that the waiver and indemnification provisions set forth herein shall survive such termination); and (2) prosecuting an action for specific performance.

Section 9.4 Fault of Developer. Except as to events constituting a basis for termination under Section 9.2, the following events each constitute a Developer Event of Default and a basis for the City to take action against the Developer:
(a) The Developer fails to exercise good faith and diligent efforts to satisfy, within the time set forth in the Schedule of Performance, one or more of the conditions precedent to the City's obligation to convey the Property to the Developer; or (b) The Developer refuses to execute the City Grant Deed within the time set forth in the Schedule of Performance and under the terms set forth in Article 4; or (c) The Developer fails to comply with any obligation or requirement set forth in Article 5 (including, but not limited to the Developer's failure to repay the City Loan); (d) The Developer constructs or attempts to construct the Development or otherwise redevelop the Property in violation of Article 6; or (e) The Developer has not satisfied all preconditions set forth in this Agreement to commencement of construction of the Improvements by the date set forth in the Schedule of Performance, or fails to commence or complete the construction of the Improvements within the times set forth in the Schedule of Performance, or abandons or suspends construction of the Improvements prior to completion of all construction for a period of thirty (30) days after written notice by the City of such abandonment or suspension; (f) The Developer fails to comply with, or fails to cause the Management Agent to comply with, any obligations or requirement set forth in Article 7; or (g) A Transfer occurs, either voluntarily or involuntarily, in violation of Article 8;
(h) Any representation or warranty contained in this Agreement or in any application, financial statement, certificate or report submitted to the City in connection with this Agreement proves to have been incorrect in any material and adverse respect when made. (i) A Developer Event of Default or an event of default occurs under any of the City Documents.
(j) A court having jurisdiction shall have made or entered any decree or order: (1) adjudging the Developer to be bankrupt or insolvent; (2) approving as properly filed a petition seeking reorganization of the Developer or seeking any arrangement for the Developer under the bankruptcy law or any other applicable debtor's relief law or statute of the United Item 9.b
783\41\4132805.2 33
States or any state or other jurisdiction; (3) appointing a receiver, trustee, liquidator, or assignee of the Developer in bankruptcy or insolvency or for any of their properties; or (4) directing the winding up or liquidation of the Developer, if any such decree or order described in clauses (1) to (4), inclusive, shall have continued unstayed or undischarged for a period of ninety (90) days unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period will apply under this subsection (j) as well; or the Developer shall have admitted in writing its inability to pay its debts as they fall due or shall have voluntarily submitted to or filed a petition seeking any decree or order of the nature described in clauses (1) to (4), inclusive; or
(k) The Developer shall have assigned its assets for the benefit of its creditors or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within ninety (90) days after such event (unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period shall apply under this subsection (k) as well) or prior to sooner sale pursuant to such sequestration, attachment, or execution. In the event that the Developer is diligently working to obtain a return or release of the property, as determined in the City's reasonable business judgment, and the City's interests under the Agreement are not immediately threatened, in the City's reasonable business judgment, the City shall not declare a default under this subsection; or (l) The Developer shall have voluntarily suspended its business or commenced the process to dissolve as a legal entity;
(m) Prior to the issuance of a Certificate of Completion (if any) the City shall declare a default under the Subdivision Improvement Agreement; or (n) The Developer breaches any other material provision of this Agreement.

Upon the happening of any of the above-described events, the City shall first notify the Developer in writing of its purported breach, failure or act above described, giving the Developer in writing forty-five (45) days from receipt of such notice to cure, or, if cure cannot be accomplished within said forty-five (45) days, to commence to cure such breach, failure, or act.

In the event the Developer fails to cure within said forty-five (45) days, or if such breach is of a nature that it cannot be cured within forty-five (45) days, Developer fails to commence to cure, and diligently complete such cure within a reasonable time thereafter but in no event later than one hundred twenty (120) days, then the City shall be afforded all of its rights at law or in equity by taking any or all of the following remedies:
(1) Termination of this Agreement by written notice to the Developer; provided, however, that the City's remedies pursuant to this Article or any other City Document and the waiver and indemnification provisions of this Agreement shall survive such termination; (2) Any of the remedies specified in Article 10; and/or (3) Acceleration of the City Loan, and enforcement of the Deed of Trust.

Item 9.b
783\41\4132805.2 34
Section 9.5 Right to Cure at Developer's Expense. The City shall have the right to cure any monetary default by the Developer under a loan in connection with the Development.

The Developer agrees to reimburse the City for any funds advanced by the City to cure a monetary default by the Developer upon demand therefor, together with interest thereon at the lesser of the rate of ten percent (10%) per annum or the maximum rate permitted by law from the date of expenditure until the date of reimbursement.

Section 9.6 Construction Plans. If this Agreement is terminated pursuant to Section

9.4, then the Developer shall promptly deliver to the City, within ten (10) days of such termination, copies of all plans and specifications for the Development, all permits and approvals obtained in connection with the Development, and all applications for permits and approvals not yet obtained but needed in connection with the Development to the extent not otherwise subject to the City Assignment (collectively, the "Assigned Development Documents"). The delivery of the Assigned Development Documents shall be accompanied by an assignment, in form reasonably satisfactory to the City, of the Developer's right, title and interest in the Assigned Development Documents; provided however, that any use of the Assigned Development Documents by the City or any other person shall be without liability of any kind to the Developer and without any representation or warranty of the Developer or its employees, as to the quality, validity, or usability of the Assigned Development Documents.

Section 9.7 Acceleration of City Note. Following an uncured Developer Event of Default, the City shall have the right to cause all indebtedness of the Developer to the City under this Agreement, and the City Note together with any accrued interest thereon, to become immediately due and payable. The Developer waives all right to presentment, demand, protest or notice of protest or dishonor. The City may proceed to enforce payment of the indebtedness and to exercise any or all rights afforded to the City as a creditor and secured party under the law, including the Uniform Commercial Code, and the Deed of Trust (while the Deed of Trust is in effect). The Developer shall be liable to pay the City on demand all expenses, costs and fees (including, without limitation, reasonable attorneys' fees and expenses and other professional service fees and expenses) paid or incurred by the City in connection with the collection of the City Loan and the amounts due under the City Note or the Deed of Trust, and the preservation, maintenance, protection, sale, or other disposition of the security given for the City Loan and the amounts due under the City Note and the Deed of Trust. This Section shall only apply during the period prior to the City's forgiveness of the City Loan.

Section 9.8 Remedies Cumulative. No right, power, or remedy given by the terms of this Agreement 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 by the terms of any such instrument, or by any statute or otherwise.

Neither the failure nor any delay to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy.

Section 9.9 Waiver of Terms and Conditions. No waiver of any default or breach by the Developer hereunder shall be implied from any omission by the City to take action on account of such default if such default persists or is repeated, and no express waiver shall affect Item 9.b
783\41\4132805.2 35
any default other than the default specified in the waiver, and such waiver shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition. The consent or approval by the City to or of any act by the Developer requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act. The exercise of any right, power, or remedy shall in no event constitute a cure or a waiver of any default under this Agreement or the other City Documents, nor shall it invalidate any act done pursuant to notice of default, or prejudice the City in the exercise of any right, power, or remedy hereunder or under this Agreement, unless in the exercise of any such right, power, or remedy all obligations of the Developer to the City are paid and discharged in full.

ARTICLE 10.

RIGHT OF REVERTER AND OPTION TO PURCHASE
Section 10.1 Right of Reverter. If there is an uncured Developer Event of Default or this Agreement is terminated pursuant to Section 9.4, and such default and/or termination occurs after the Closing, but prior to issuance of the Certificate of Completion pursuant to Section 6.17, then the City shall have the right to reenter and take possession of the Property (or any Parcel(s) owned by the Developer) and all improvements thereon, and to revest in the City the estate of Developer in such Parcels. The Developer hereby agrees to execute such documents as reasonably necessary to cause the Developer's interest in the Property (or such Parcels) to revert and revest in the City.

Upon revesting in the City of title to the Property, or any portion thereof, the City shall promptly use its best efforts to resell the revested portion of the Property consistent with its obligations under state law and the Redevelopment Plan. The City may also determine, in its sole discretion, to complete the construction of all or any of the Improvements, prior to the sale of the Property. Upon sale, the proceeds shall be applied as follows:
(a) First, to reimburse the City, for any reasonable costs it incurs in managing or selling the Property, or in connection with the completion of the construction of the Improvements, including but not limited to amounts to discharge, or to prevent liens or encumbrances arising from any acts or omissions of Developer; (b) Second, to the Developer in the amount of the reasonable costs expended by Developer in undertaking the construction of the Improvements on the Property; (c) Any balance to be retained by the City.

The right of reverter contained in this Section shall be set forth in the City Grant Deed.

Section 10.2 Option to Repurchase, Reenter and Repossess. (a) The City shall have the additional right at its option to repurchase, reenter and take possession of the Property, or any portion thereof owned by the Developer for which a Certificate of Completion has not been issued, with all improvements thereon, if after Item 9.b
783\41\4132805.2 36
conveyance of title to the Property, and prior to the issuance of the Certificate of Completion for the Improvements, there is a Developer Event of Default pursuant to Section 9.4 with respect to the construction of the Improvements or portion thereof. (b) To exercise its right to repurchase, reenter and take possession, the City shall pay to the Developer in cash the amount of One Dollar ($1.00). Upon vesting in the City of title to all or a portion of the Property, the City shall promptly use its best efforts to resell it, subject to a requirement that the Property be developed in accordance with this Agreement.

Upon any resale of the Property or portion thereof by the City, the City shall apply such sale proceeds as follows:
(1) To the Developer, the fair market value of any improvements existing on the applicable portion of the Property at the time of the repurchase, reentry and repossession; less
(A) Any gains or income withdrawn or made by the Developer from the applicable portion of the Property or the improvements thereon; less (B) The value of any unpaid liens or encumbrances on the applicable portion of the Property which the City assumes or takes subject to said encumbrances. (2) The remaining sale proceeds, if any, shall be retained by the City.

Section 10.3 Developer Obligation to Re-Convey. Notwithstanding any provision of this Agreement to the contrary, as set forth in Section 6.17(b), above, in the event the Developer has not obtained a Certificate of Completion for each Parcel by December 31, 2031, regardless of any failure by the City to declare a Developer Event of Default, then the Developer shall be irrevocably obligated to convey any Uncompleted Parcel to the City. Such obligation is in addition to, and shall not be limited by, the City's other remedies set forth in this Section, and shall be set forth in the Memorandum of DDLA.

Section 10.4 Rights of Mortgagees. Any rights of the City under this Article, shall not defeat, limit or render invalid any lease, mortgage, deed of trust or any other security interest permitted by this Agreement or otherwise consented to by the City in writing or any rights provided for in this Agreement for the protection of holder of security interests in the Property.

The City acknowledges that, upon obtaining ownership of the Property pursuant to this Article, the City shall be subject to all applicable obligations of any Security Financing Interest, defined below, arising on, or after, the date the City re-acquires the Property (other than any obligation personal to the Developer, including, but not limited to any guaranty or indemnification obligation).

ARTICLE 11.

SECURITY FINANCING AND RIGHTS OF HOLDERS
Section 11.1 No Encumbrances Except for Development Purposes. Notwithstanding any other provision of this Agreement, mortgages and deeds of trust, or any other reasonable Item 9.b
783\41\4132805.2 37
method of security, regulatory agreements and other use restrictions are permitted to be placed upon the Developer's fee interest in the Property but only for the purpose of securing loans approved by the City pursuant to the approved Financing Plan. Mortgages, deeds of trust, or other reasonable security instruments securing loans approved by the City pursuant to the approved Financing Plan, and regulatory agreements and other use restrictions are each referred to as a "Security Financing Interest." The words "mortgage" and "deed of trust" as used in this Agreement include all other appropriate modes of financing real estate acquisition, construction, and land development.

Section 11.2 Holder Not Obligated to Construct. The holder of any Security Financing Interest authorized by this Agreement is not obligated to construct or complete any improvements or to guarantee such construction or completion. However, nothing in this Agreement shall be deemed to permit or authorize any such holder to devote the Property or any portion thereof to any uses, or to construct any improvements thereon, other than those uses of improvements provided for or authorized by this Agreement.

Section 11.3 Notice of Default and Right to Cure. Whenever the City pursuant to its rights set forth in Article 9 of this Agreement delivers any notice or demand to the Developer with respect to the commencement, completion, or cessation of the construction of the Improvements, the City shall at the same time deliver to each holder of record of any Security Financing Interest creating a lien upon the Developer's fee interest in the Property or any portion thereof a copy of such notice or demand. Each such holder shall (insofar as the rights of the City are concerned) have the right, but not the obligation, at its option, within ninety (90) days after the receipt of the notice, to cure or remedy or commence to cure or remedy any such default or breach affecting the Property which is subject to the lien of the Security Financing Interest held by such holder and to add the cost thereof to the security interest debt and the lien on its security interest. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the Improvements (beyond the extent necessary to conserve or protect such improvements or construction already made) without first having expressly assumed in writing the Developer's obligations to the City relating to such Improvements under this Agreement pursuant to an assignment and assumption agreement prepared by the City. The holder in that event must agree to complete, in the manner provided in this Agreement, the Improvements to which the lien or title of such holder relates.

Any such holder properly completing such Improvements pursuant to this paragraph shall assume all rights and obligations of Developer under this Agreement and shall be entitled, upon completion and written request made to the City, to a Certificate of Completion from the City, in a form acceptable by the City.

Section 11.4 Failure of Holder to Complete Improvements. In any case where six (6) months after default by the Developer in completion of construction of the Improvements under this Agreement, the holder of record of any Security Financing Interest, having first exercised its option to construct (pursuant to the assignment and assumption agreement more particularly described in Section 11.3), has not proceeded diligently with construction of the Improvements, the City shall be afforded those rights against such holder it would otherwise have against Developer under this Agreement, including, but not limited to declaring a default in accordance with Article 9.

Item 9.b
783\41\4132805.2 38
Section 11.5 Right of City to Cure. In the event of a default or breach by the Developer of a Security Financing Interest prior to the completion of development, and the holder has not exercised its option to complete the construction of the Development, the City may cure the default, prior to the completion of any foreclosure. In such event the City shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the City in curing the default. The City shall also be entitled to a lien upon the Developer's fee interest in the Property or any portion thereof to the extent of such costs and disbursements. The City agrees that such lien shall be subordinate to any Security Financing Interest, and the City shall execute from time to time any and all documentation reasonably requested by Developer to effect such subordination.

Section 11.6 Right of City to Satisfy Other Liens. Following the Closing, and after the Developer has had a reasonable time to challenge, cure or satisfy any liens or encumbrances on the fee interest in the Property or any portion thereof (including, but not limited to, any breach or default under a Security Financing Interest) the City shall have the right to satisfy any such lien or encumbrances; provided, however, that nothing in this Agreement shall require the Developer to pay or make provision for the payment of any tax, assessment, lien or charge so long as the Developer in good faith shall contest the validity or amount therein and so long as such delay in payment shall not subject the Property or any portion thereof to forfeiture or sale.

Section 11.7 Holder to be Notified. The provisions of this Article shall be incorporated into the relevant deed of trust or mortgage evidencing each Security Financing Interest to the extent deemed necessary by, and in form and substance reasonably satisfactorily to the City, or shall be acknowledged by the holder of a Security Financing Interest prior to its coming into any security right or interest in the Property.

ARTICLE 12.

GENERAL PROVISIONS
Section 12.1 Notices, Demands and Communications. Formal notices, demands, and communications between the City and the Developer shall be sufficiently given if, and shall not be deemed given unless, dispatched by registered or certified mail, postage prepaid, return receipt requested, by reputable overnight delivery service, or delivered personally, to the principal office of the City and the Developer as follows:

City: City of Vacaville
650 Merchant Street
Vacaville, CA 95688
Attn: City Manager
Developer: Solano-Napa Habitat for Humanity, Inc.
5130 Fulton Drive, Suite R
Fairfield, CA 94534
Attn: Executive Director
Item 9.b
783\41\4132805.2 39
Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected Party may from time to time designate by mail as provided in this Section.

Section 12.2 Non-Liability of City Officials, Employees and Agents. No member, official, employee or agent of the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Developer or successor or on any obligation under the terms of this Agreement.

Section 12.3 Forced Delay. In addition to specific provisions of this Agreement, performance by either Party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; governmental restrictions or priority; litigation (including suits filed by third parties concerning or arising out of this Agreement); weather (provided that such claim is documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated, and had a material adverse impact on the Party's ability to satisfy its obligation hereunder); inability to secure necessary labor, materials or tools; acts of the other Party; acts or failure to act of any public or governmental agency or entity (other than the acts or failure to act of the City); or any other causes (other than Developer's inability to obtain financing for the Development) beyond the control or without the fault of the Party claiming an extension of time to perform. An extension of time for any cause will be deemed granted if notice by the Party claiming such extension is sent to the other within ten (10) days from the date the Party seeking the extension first discovered the cause and such extension of time is not rejected in writing by the other Party within ten (10) days after receipt of the notice. Times of performance under this Agreement may also be extended in writing by the City and the Developer. In no event shall the cumulative delays exceed one hundred eighty (180) days, unless otherwise agree to by the Parties in writing.

Section 12.4 Inspection of Books and Records. Upon request, the Developer shall permit the City to inspect at reasonable times and on a confidential basis those books, records and all other documents of the Developer necessary to determine Developer's compliance with the terms of this Agreement.

Section 12.5 Provision Not Merged with City Grant Deed. None of the provisions of this Agreement are intended to or shall be merged by the City Grant Deed transferring title to any real property which is the subject of this Agreement from City to Developer or any successor in interest, and any such grant deed shall not be deemed to affect or impair the provisions and covenants of this Agreement.

Section 12.6 Title of Parts and Sections. Any titles of the articles, sections or subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any part of its provision.

Section 12.7 Indemnification. The Developer agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to the City) the City, its council members, officers and employees, and HCD, from all suits, actions, claims, causes of action, Item 9.b
783\41\4132805.2 40
costs, demands, judgments and liens arising out of: (a) the Developer's performance or nonperformance under this Agreement, or any City Document, including, but not limited to the failure, or alleged failure to comply with any applicable prevailing wage requirements, except as directly caused by the City's willful misconduct or gross negligence; (b) acts or omissions of Developer or any of Developer's contractors, subcontractors, agents or volunteers, or any persons claiming under any of the aforesaid; (c) the Developer's ownership, construction, use and operation of the Development (including, but not limited to, any claims related to fair housing laws or accessibility laws or any claim by any Eligible Purchaser or any other third party); (d) the City's granting of any Applicable Land Use Approvals, or the City's approval of this Agreement, except as directly caused by the City's willful misconduct or gross negligence; (e) the Developer's breach of this Agreement; (f) any claim made by HCD regarding the Developer's failure to comply with the PLHA Requirements; or (g) any claim arising under the Original Agreement. The Developer's obligations under this Section are in addition to, and shall not be limited by, any indemnification obligation(s) of the Developer in favor of the City pursuant to any Applicable Land Use Approvals, the Subdivision Improvement Agreement, or any other approval by the City as a governmental authority. The provisions of this Section shall survive expiration of the Term or other termination of this Agreement, and shall remain in full force and effect.

Section 12.8 Applicable Law. This Agreement shall be interpreted under and pursuant to the laws of the State of California.

Section 12.9 No Brokers. Each Party represents to the other that it has not had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction, through any real estate broker or other person who can claim a right to a commission or finder's fee. If any broker or finder makes a claim for a commission or finder's fee based upon a contact, dealings, or communications, the Party through whom the broker or finder makes this claim shall indemnify, defend with counsel of the indemnified Party's choice, and hold the indemnified Party harmless from all expense, loss, damage and claims, including the indemnified Party's attorneys' fees, if necessary, arising out of the broker's or finder's claim.

The provisions of this section shall survive expiration of the Term or other termination of this Agreement, and shall remain in full force and effect.

Section 12.10 Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability.

Section 12.11 Legal Actions. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, the venue for such action shall be the Superior Court of the County of Solano.

Section 12.12 Binding Upon Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest and assigns of each of the Parties hereto except that there shall be no Transfer of any interest by any of the Parties hereto except pursuant to the terms of this Agreement. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor, heir, administrator, Item 9.b
783\41\4132805.2 41
executor or assign of such party who has acquired an interest in compliance with the terms of this Agreement, or under law.

The covenants and restrictions set forth in this Agreement shall run with the land, and shall bind all successors in title to the Property. However, on the termination of this Agreement, such covenants and restrictions shall expire. Each and every contract, deed, or other instrument hereafter executed covering or conveying the Property shall be held conclusively to have been executed, delivered, and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed, or other instrument, unless the City expressly releases the Property from the requirements of this Agreement.

Section 12.13 Parties Not Co-Venturers. Nothing in this Agreement is intended to or does establish the Parties as partners, co-venturers, or principal and agent with one another.

Section 12.14 Time of the Essence. In all matters under this Agreement, the Parties agree that time is of the essence. References in this Agreement to days shall be to calendar days, unless the term Business Day is used. If the last day of any period to give or reply to a notice, meet a deadline or undertake any other action occurs on a day that is not a Business Day, then then the last day for giving or replying to such notice, meeting such deadline or undertaking any such other action shall be the next succeeding day that is a Business Day. Any act required to be performed by a certain day shall be timely performed if completed before 5:00 pm, local time, on that date. As used in this Agreement, "Business Day" means any day of the week from Monday through Friday, and excluding Saturday, Sunday, and any legal holiday as described in Government Code Section 6700-6701, as amended from time to time.

Section 12.15 Action by the City. Except as may be otherwise specifically provided in this Agreement or another City Document, whenever any approval, notice, direction, finding, consent, request, waiver, or other action by the City is required or permitted under this Agreement or another City Document, including, but not limited to, any request by the Developer to extend a date set forth in the Schedule of Performance, such action may be given, made, or taken by the City Manager, or by any person who shall have been designated in writing to the Developer by the City, without further approval by the City Council. Any such action shall be in writing. The Developer acknowledges that nothing in this Agreement (including any approval by the City Manager in accordance with this Agreement) shall limit, waive, or otherwise impair the authority and discretion of: (a) the City's completion of the Subdivision Map; (b) the City's Planning Department, in connection with the review and approval of the proposed construction plans for the Development (or any change to such plans), or any use, or proposed use, of the Property; (b) the City's issuance of a building permit; (c) the City's enforcement of the Subdivision Improvement Agreement; or (d) any other office or department of the City acting in its capacity as a governmental regulatory authority with jurisdiction over the development, use, or operation of the Development.

Section 12.16 Representations and Warranties of the Developer. The Developer hereby represents and warrants to the City as follows:
(a) Organization. The Developer is a validly existing California nonprofit public benefit corporation, and is in good standing under the laws of the State of California and Item 9.b
783\41\4132805.2 42
has the power and authority to own its property and carry on its business as now being conducted.
(b) Authority of Developer. The Developer has full power and authority to execute and deliver this Agreement, and the other City Documents to be executed and delivered pursuant to this Agreement, and to perform and observe the terms and provisions of all of the above.
(c) Authority of Persons Executing Documents. This Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of the Developer, and all actions required under the Developer's organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, have been duly taken.
(d) Valid Binding Agreements. This Agreement and all other documents or instruments which have been executed and delivered pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered constitute, legal, valid and binding obligations of the Developer enforceable against it in accordance with their respective terms.
(e) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement or of any other documents or instruments executed and delivered, or to be executed or delivered, pursuant to this Agreement, nor the performance of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency whatsoever binding on the Developer, or any provision of the organizational documents of the Developer, or will conflict with or constitute a breach of or a default under any agreement to which the Developer is a party, or will result in the creation or imposition of any lien upon any assets or property of the Developer, other than liens established pursuant hereto. (f) Compliance with Laws; Consents and Approvals. The construction of the Improvements will comply with all applicable laws, ordinances, rules and regulations of federal, state and local governments and agencies and with all applicable directions, rules and regulations of the fire marshal, health officer, building inspector and other officers of any such government or agency.
(g) Pending Proceedings. The Developer is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of the Developer, threatened against or affecting the Developer, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to the Developer, materially affect the Developer's ability to construct the Development. (h) Title to Property. Upon the recordation of the City Grant Deed, the Developer will have good and marketable title to the Property and there will exist thereon or with Item 9.b
783\41\4132805.2 43
respect thereto no mortgage, lien, pledge or other encumbrance of any character whatsoever other than those liens approved by the City, liens for current real property taxes and assessments not yet due and payable, and liens in favor of the City or approved in writing by the City. (i) Financial Statements. The financial statements of the Developer and other financial data and information furnished by the Developer to the City fairly present the information contained therein. As of the Effective Date, there has not been any adverse, material change in the financial condition of the Developer from that shown by such financial statements and other data and information.

Section 12.17 Complete Understanding of the Parties. This Agreement amends and restates, in its entirety, the Original Agreement. As of the Effective Date, the Original Agreement is terminated and is of no further force or effect (other than any indemnification obligation of the Developer as set forth in the Original Agreement, all of which expressly survive termination).

This Agreement and the attached exhibits (and, to the extent applicable, the City Documents) constitute the entire understanding and agreement of the Parties with respect to the matters set forth in this Agreement. This Agreement shall not be construed as if it had been prepared by one of the Parties, but rather as if both Parties had prepared it. The Parties to this Agreement and their counsel have read and reviewed this Agreement and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party (including but not limited to Civil Code Section 1654 as may be amended from time to time) shall not apply to the interpretation of this Agreement.

Section 12.18 Operating Memoranda; Implementation Agreements. The Parties acknowledge that the provisions of this Agreement require a close degree of cooperation and that new information and future events may demonstrate that changes are appropriate with respect to the details of performance of the Parties under this Agreement. The Parties desire, therefore, to retain a certain degree of flexibility with respect to the details of performance for those items covered in general terms under this Agreement. If and when, from time to time, the Parties find that refinements or adjustments are desirable, such refinements or adjustments shall be accomplished through operating memoranda or implementation agreements approved by the Parties which, after execution shall be attached to this Agreement as addenda and become a part hereof.

Operating memoranda or implementation agreements may be executed on the City's behalf by the City Manager, or his or her designee. In the event a particular subject requires notice or hearing, such notice or hearing shall be appropriately given. Any significant modification to the terms of performance under this Agreement, including but not limited to amendments or modifications to the City Loan, shall be processed as an amendment of this Agreement in accordance with Section 12.19 and must be approved by the City Council in accordance with applicable law.

Section 12.19 Amendments. The Parties can amend this Agreement only by means of a writing signed by both Parties, following approval by the City Council, in accordance with applicable law.

Section 12.20 Multiple Originals; Counterparts. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts.

Item 9.b
783\41\4132805.2 44
Remainder of Page Left Intentionally Blank
Item 9.b
783\41\4132805.2 45
IN WITNESS WHEREOF, the City and the Developer have executed this Agreement on or as of the Effective Date.

DEVELOPER:

SOLANO-NAPA HABITAT FOR HUMANITY,
INC., a California nonprofit public benefit
corporation
By: _________________________________
Name: _________________________________
Its: _________________________________
NOTE: Developer must initial Section 4.6
Signatures continue on following page
Item 9.b
783\41\4132805.2 46
CITY:

CITY OF VACAVILLE, a municipal corporation
By: ____________________________________
Savita Chaudhary
City Manager
APPROVED AS TO FORM:

GOLDFARB & LIPMAN LLP
By:

Special Counsel to the
City of Vacaville
Item 9.b
783\41\4132805.2 A-1

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
Item 9.b
783\41\4132805.2 B-1

EXHIBIT B

FINANCING PLAN
Item 9.b
783\41\4132805.2 C-1

EXHIBIT C

FORM OF CITY GRANT DEED
Item 9.b
783\41\4132805.2 D-1

EXHIBIT D

FORM OF CITY NOTE
Item 9.b
783\41\4132805.2 E-1

EXHIBIT E

FORM OF CITY ASSIGNMENT
Item 9.b
783\41\4132805.2 F-1

EXHIBIT F

SCHEDULE OF PERFORMANCE
Phase 1 Entitlements
Phase Activity Date

1.1 Application for Land Use Approvals
(Section 2.2)
Complete

1.2 Obtain Land Use Approvals (Section 2.2) Complete

1.3 Preliminary Financing Plan (Section 2.3) Complete
Phase 2 Final Map and Improvements; Land Restrictions
Phase Activity Date

2.1 Submit Draft Final Map and Subdivision
Improvement Plans (Section 6.1)
Within 90 days the Effective
Date

2.2 Submit Updated Financing Plan (Section 2.3) If required, simultaneous to Phase 2.2

2.3 Submit Form of Resale Restriction
Agreement (Section 2.4)
Simultaneous with Phase

2.2 Phase 3 Conveyance
Phase Activity Date

3.1 Conveyance of Property from City to
Developer (Article 4)
Within 90 days of
completion of all tasks in
Phase 2

3.2 Submit and Record Final Map (Section 6.1 Within 90 days of receiving approval of Final Map and
Subdivision Improvement
Plan
Phase 4 Development of Project
Phase Activity Date

4.1 Commence construction of Site
Improvements (Section 6.6)
Within 180 days of
completion of Phase 3.1

4.2 Submit Building Plans for Homes (Section

6.2)
Within 180 days of
completion of Phase 3.1

4.3 Commence Construction of first 2 Homes
(Section 6.6)
Within 365 days of
completion of Site
Improvements or Building
Permit approval, whichever
Item 9.b
783\41\4132805.2 F-2
is latest

4.4 Complete Construction of first 2 Homes
(Section 6.7)
Within 18 months of
completion of Phase 4.3

4.5 Complete Construction of All Additional
Homes (Section 6.7)
Within 4 years of
completion of Phase 4.4

4.6 Transfer Title to Eligible Homeowners
(Section 6.17)
Within 60 days of obtaining
a Certificate of Occupancy
for each Home
Item 9.b
783\41\4132805.2 G-1

EXHIBIT G

FORM OF MEMORANDUM OF DDLA
Item 9.b
783\41\4132805.2 H-1

EXHIBIT H

SCOPE OF DEVELOPMENT
A ten (10)-parcel, ten (10)-unit residential subdivision on approximately 1.05 acres in the City of Vacaville. The Project is comprised of ten (10) single-family homes. The Project site is bordered by Scoggins Court on the west, East Monte Vista Avenue on the south, and Lee's Manufactured Home & RV Community on the north and east. At the corner of Scoggins and East Monte Vista, the Jiffy Lube auto maintenance facility creates an approximate 9,100 square foot "carve out" of the site. The ten (10) unit residential subdivision will be comprised of: ten (10) 4 Bed/3 Bath units. In conjunction with the Project, the Developer is obligated to comply with the Conditions of Approval, including, but not limited to, the design and construction of a public roadway, and other public improvements, to be dedicated to the City.

Item 9.b
783\41\4132805.2

EXHIBIT I

FORM OF DEED OF TRUST
Item 9.b
783\41\4132805.2

AMENDED AND RESTATED DISPOSITION, DEVELOPMENT,

AND LOAN AGREEMENT

BETWEEN

THE CITY OF VACAVILLE
AND
SOLANO-NAPA HABITAT FOR HUMANITY, INC.
(SCOGGINS COURT HABITAT HOMEOWNERSHIP PROJECT)
Item 9.b

TABLE OF CONTENTS
Page
783\41\4132805.2 i
ARTICLE 1. DEFINITIONS AND EXHIBITS............................................................................. 2 Section 1.1 Definitions. ...................................................................................................... 2 Section 1.2 Exhibits............................................................................................................ 8 ARTICLE 2. PREDISPOSITION REQUIREMENTS TO THE CONVEYANCE OF THE PROPERTY............................................................................................................... 8 Section 2.1 Conditions Precedent to Conveyance of Property. .......................................... 8 Section 2.2 Land Use Approvals. ....................................................................................... 8 Section 2.3 Financing Plan. ................................................................................................ 8 Section 2.4 Resale Restriction Agreement. ........................................................................ 8 Section 2.5 Insurance.......................................................................................................... 9 ARTICLE 3. INTENTIONALLY DELETED ............................................................................... 9 ARTICLE 4. CONVEYANCE OF THE PROPERTY................................................................... 9 Section 4.1 Purchase and Sale. ........................................................................................... 9 Section 4.2 Purchase Price.................................................................................................. 9 Section 4.3 Opening Escrow............................................................................................... 9 Section 4.4 Closing Date. ................................................................................................... 9 Section 4.5 Condition of Title. ......................................................................................... 10 Section 4.6 Condition of Property. ................................................................................... 10 Section 4.7 Costs of Escrow and Closing......................................................................... 13 Section 4.8 Developer Obligation to Select Eligible Purchasers...................................... 13 ARTICLE 5. CITY LOAN PROVISIONS................................................................................... 13 Section 5.1 City Loan. ...................................................................................................... 13 Section 5.2 Repayment of the City Loan.......................................................................... 13 Section 5.3 Prepayment. ................................................................................................... 14 Section 5.4 City Loan Disbursement. ............................................................................... 14 Section 5.5 Supervision/Administrative Fee. ................................................................... 15 Section 5.6 Compliance with PLHA Requirements. ........................................................ 15 ARTICLE 6. CONSTRUCTION OF IMPROVEMENTS ........................................................... 16 Section 6.1 Final Subdivision Map................................................................................... 16 Section 6.2 Construction Pursuant to Plans...................................................................... 16 Section 6.3 Change in Construction of Improvements..................................................... 16 Section 6.4 Construction Contract.................................................................................... 17 Section 6.5 Building Permit.............................................................................................. 17 Section 6.6 Commencement of Construction. .................................................................. 18 Section 6.7 Completion of the Improvements. ................................................................. 18 Section 6.8 Equal Opportunity. ........................................................................................ 18 Section 6.9 Compliance with Applicable Laws................................................................ 18 Section 6.10 Progress Report.............................................................................................. 19 Section 6.11 Construction Responsibilities. ....................................................................... 19 Item 9.b

TABLE OF CONTENTS
Page
783\41\4132805.2 ii
Section 6.12 Mechanics Liens, Stop Notices, and Notices of Completion. ....................... 20 Section 6.13 Inspections. .................................................................................................... 20 Section 6.14 Information. ................................................................................................... 21 Section 6.15 Records. ......................................................................................................... 21 Section 6.16 Financial Accounting..................................................................................... 21 Section 6.17 Certificate of Completion. ............................................................................. 21 Section 6.18 Subdivision Improvement Agreement........................................................... 22 ARTICLE 7. ONGOING DEVELOPER OBLIGATIONS.......................................................... 23 Section 7.1 Applicability. ................................................................................................. 23 Section 7.2 Use. ................................................................................................................ 23 Section 7.3 Maintenance................................................................................................... 23 Section 7.4 Taxes and Assessments.................................................................................. 24 Section 7.5 Mandatory Language in All Subsequent Deeds, Leases and Contracts. ....... 24 Section 7.6 Hazardous Materials. ..................................................................................... 25 Section 7.7 Management Responsibilities........................................................................ 27 Section 7.8 Insurance Requirements................................................................................. 27 ARTICLE 8. ASSIGNMENT AND TRANSFERS...................................................................... 29 Section 8.1 Definitions. .................................................................................................... 29 Section 8.2 Purpose of Restrictions on Transfer. ............................................................. 29 Section 8.3 Prohibited Transfers....................................................................................... 30 Section 8.4 Permitted Transfers........................................................................................ 30 Section 8.5 Other Transfers with City Consent. ............................................................... 30 ARTICLE 9. DEFAULT AND REMEDIES................................................................................ 31 Section 9.1 General Applicability..................................................................................... 31 Section 9.2 No Fault of Parties. ........................................................................................ 31 Section 9.3 Fault of City................................................................................................... 31 Section 9.4 Fault of Developer. ........................................................................................ 32 Section 9.5 Right to Cure at Developer's Expense. .......................................................... 34 Section 9.6 Construction Plans......................................................................................... 34 Section 9.7 Acceleration of City Note.............................................................................. 34 Section 9.8 Remedies Cumulative.................................................................................... 34 Section 9.9 Waiver of Terms and Conditions................................................................... 34 ARTICLE 10. RIGHT OF REVERTER AND OPTION TO PURCHASE................................. 35 Section 10.1 Right of Reverter. .......................................................................................... 35 Section 10.2 Option to Repurchase, Reenter and Repossess.............................................. 35 Section 10.3 Developer Obligation to Re-Convey. ............................................................ 36 Section 10.4 Rights of Mortgagees..................................................................................... 36 ARTICLE 11. SECURITY FINANCING AND RIGHTS OF HOLDERS ................................. 36 Section 11.1 No Encumbrances Except for Development Purposes. ................................. 36 Section 11.2 Holder Not Obligated to Construct................................................................ 37 Item 9.b

TABLE OF CONTENTS
Page
783\41\4132805.2 iii
Section 11.3 Notice of Default and Right to Cure.............................................................. 37 Section 11.4 Failure of Holder to Complete Improvements............................................... 37 Section 11.5 Right of City to Cure. .................................................................................... 38 Section 11.6 Right of City to Satisfy Other Liens. ............................................................. 38 Section 11.7 Holder to be Notified. .................................................................................... 38 ARTICLE 12. GENERAL PROVISIONS ................................................................................... 38 Section 12.1 Notices, Demands and Communications....................................................... 38 Section 12.2 Non-Liability of City Officials, Employees and Agents. .............................. 39 Section 12.3 Forced Delay.................................................................................................. 39 Section 12.4 Inspection of Books and Records. ................................................................. 39 Section 12.5 Provision Not Merged with City Grant Deed. ............................................... 39 Section 12.6 Title of Parts and Sections. ............................................................................ 39 Section 12.7 Indemnification.............................................................................................. 39 Section 12.8 Applicable Law.............................................................................................. 40 Section 12.9 No Brokers..................................................................................................... 40 Section 12.10 Severability. ................................................................................................... 40 Section 12.11 Legal Actions................................................................................................. 40 Section 12.12 Binding Upon Successors. ............................................................................. 40 Section 12.13 Parties Not Co-Venturers............................................................................... 41 Section 12.14 Time of the Essence....................................................................................... 41 Section 12.15 Action by the City.......................................................................................... 41 Section 12.16 Representations and Warranties of the Developer......................................... 41 Section 12.17 Complete Understanding of the Parties. ........................................................ 43 Section 12.18 Operating Memoranda; Implementation Agreements. .................................. 43 Section 12.19 Amendments. ................................................................................................. 43 Section 12.20 Multiple Originals; Counterparts................................................................... 43 Exhibit A: Legal Description of the Property
Exhibit B: Financing Plan
Exhibit C: Form of City Grant Deed
Exhibit D: Form of City Note
Exhibit E: Form of City Assignment
Exhibit F: Schedule of Performance
Exhibit G: Form of Memorandum of DDLA
Exhibit H: Scope of Development
Exhibit I: Form of Deed of Trust
Item 9.b
783\01\3249488.3

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Vacaville
650 Merchant Street
Vacaville, CA 95688
Attention: City Manager
No fee for recording pursuant to
Government Code Section 27383
______________________________________________________________________________

GRANT DEED
(Scoggins Court Habitat Homeownership Project)
For valuable consideration, the receipt of which is hereby acknowledged, the City of Vacaville, a municipal corporation (the "Grantor"), hereby grants to Solano-Napa Habitat for Humanity, Inc., a California nonprofit public benefit corporation (the "Grantee"), the real property (the "Property") described in Exhibit A attached hereto and incorporated in this grant deed (this "Grant Deed") by this reference.

1. The Property is conveyed subject to the Amended and Restated Disposition, Development, and Loan Agreement dated as of _________________, 2026, by and between the Grantor and Grantee (as amended, or implemented, from time to time, the "Agreement" or the "DDLA"). Capitalized terms used, but not defined, in this Grant Deed shall have the meaning set forth in the DDLA.

2. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that the Grantee and such successors and assigns shall promptly begin and diligently prosecute to completion the redevelopment of the Property through the construction of the improvements required pursuant to the DDLA (the "Improvements"), and that such construction shall be commenced and completed within the times provided in the DDLA.

In accordance with the DDLA, the Property will be subdivided into, and will consist of, separate legal parcels (each a "Parcel"). Promptly after completion of the Improvements on the applicable Parcel in accordance with the provisions of the DDLA, the Grantor will furnish the Grantee with an appropriate instrument so certifying for such Parcel (a "Certificate of Completion"). Such Certificate of Completion by the Grantor shall be a conclusive determination of satisfaction and termination of the agreements and covenants in the DDLA and in this Grant Deed with respect to the obligations of the Grantee, and its successors and assigns, to construct the Improvements and the dates for the beginning and completion of such construction for such Parcel; provided, however, such Certificate of Completion shall not waive, limit, or otherwise impair the Grantee's obligations to construct other Improvements on any other Parcel, or any right or remedy in favor of the City in connection with any other Parcel.

Item 9.b
783\01\3249488.3

3. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that during construction and thereafter, the Grantee shall devote the Property only to the uses specified in the DDLA.

4. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that during construction and thereafter, the Grantee shall operate and maintain the Property and Improvements thereon in compliance with all requirements for operation and maintenance set forth in the DDLA.

5. The Grantee covenants and agrees, for itself and its successors and assigns that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sexual orientation, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property and the Improvements thereon.

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 non-discrimination clauses:
a. In Deeds:
"(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, 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) and (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 property herein conveyed, nor shall the grantee or any person claiming under or through the grantee, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land.
(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 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."
b. In Leases:
"(1) Lessee herein covenants by and for itself, its successors and assigns, Item 9.b
783\01\3249488.3
and all persons claiming under or through them, 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) and (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 leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises 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 of tenants, lessees, sublessees, subtenants, or vendees in the premises 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 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."
c. In Contracts:
"(1) There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (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 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 the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land.
(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 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."

6. The Grantee represents and agrees that the Property will be used for the purposes of timely redevelopment as set forth in the DDLA and not for speculation in landholding. The Grantee further recognizes that in view of the following factors, the qualifications of the Grantee are of particular concern to the community and the Grantor:
a. The importance of the redevelopment of the Property to the general welfare of the community; and
Item 9.b
783\01\3249488.3
b. The fact that a change in ownership or control of the owner of the Property, or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or with respect to the identity of the parties in control of the Grantee or the degree thereof is for practical purposes a transfer or disposition of the Property.

The Grantee further recognizes that it is because of such qualifications and identity that the Grantor has entered into the DDLA and has conveyed the Property to the Grantee.

For the reasons stated above, the Grantee covenants, for itself and its successors and assigns, that there shall be no sale, transfer, assignment, conveyance, lease, pledge or encumbrance of the DDLA, or the Property and the Improvements thereon or any part thereof, or of other ownership interest in the Grantee, in violation of the DDLA.

No voluntary or involuntary successor in interest of the Grantee shall acquire any rights or powers under this Grant Deed or the DDLA except as expressly set forth in this Grant Deed or the DDLA.

7. The covenants contained in this Grant Deed shall remain in effect for the period set forth in the DDLA.

8. 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, deed of trust, or other financing or security instrument permitted by the DDLA. However, any successor of Grantee to the Property shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale, or otherwise.

9. The covenants contained in this Grant Deed shall be, without regard to technical classification or designation, legal or otherwise specifically provided in this Grant Deed, to the fullest extent permitted by law and equity, binding for the benefit and in favor of and enforceable by the Grantor, its successor and assigns, and any successor in interest to the Property or any part thereof, and such covenants shall run in favor of the Grantor and such aforementioned parties 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. In the event of any breach of any of such covenants, the Grantor and such aforementioned parties shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other property proceedings to enforce the curing of such breach. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor, its successors, and such aforementioned parties.

10. The Grantor shall have the right, at its option, to reenter and take possession of the Property, or any Parcel or any portion thereof, with all Improvements thereon, and revest in the Grantor the estate conveyed to the Grantee, if the DDLA is terminated pursuant to Section

9.4 of the DDLA prior to recordation of a Certificate of Completion for a Parcel. Upon revesting in the Grantor of title to the Property (or any Parcel), the Grantor shall promptly use its best Item 9.b
783\01\3249488.3
efforts to resell the Property (or any Parcel) consistent with its obligations under state law. Upon sale the proceeds shall be applied as follows:
(a) First, to reimburse the Grantor, for any reasonable costs it incurs in managing or selling the Property (or any Parcel), or in connection with the completion of the construction of the Improvements, including but not limited to amounts to discharge, or to prevent liens or encumbrances arising from any acts or omissions of Grantee; (b) Second, to the Grantee in the amount of the reasonable costs expended by Grantee in undertaking the construction of the Improvements on the Property (or applicable Parcel); and (c) Any balance to be retained by the Grantor.

Such right to reenter, repossess and revest shall be subordinate and subject to and be limited by and shall not defeat, render invalid, or limit:
(a) Any mortgage, deed of trust or other Security Financing Interest permitted by the DDLA; and
(b) Any rights or interest provided in the DDLA for the protection of the holder of such mortgages, deeds of trust or other Security Financing Interests.

The Grantor shall have the right to institute such actions or proceedings as it may deem desirable for effectuating the purposes of this Section, including, also the right to execute and record or file with the Recorder of the County of Solano a written declaration of the termination of all rights and title of the Grantee, and its successors in interest and assigns, in the Property (or the applicable Parcel), and the revesting of title thereto in the Grantor. Any delay by the Grantor in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Section 10 shall not operate as a waiver of such rights or to deprive it of or limit such rights in any way (it being the intent of this provision that Grantor should not be constrained so as to avoid the risk of being deprived of or limited to the exercise of the remedy provided in this Section because of concepts of waiver, laches, or others), nor shall any waiver in fact made by the Grantor with respect to any specific default by the Grantee, its successors and assigns, be considered or treated as a waiver of the rights of the Grantor with respect to any other defaults by the Grantee, its successors and assigns, or with respect to the particular default except to the extent specifically waived. The Grantor's interest in the Property, as set forth in this Section, shall be a "power of termination" as defined in California Civil Code Section 885.010.

11. In addition, as set forth in Section 10.2 of the DDLA, the Grantor shall have the additional right at its option to repurchase, reenter and take possession of the Property, or any Parcel or any portion thereof owned by the Grantee for which a Certificate of Completion has not been issued, with all improvements thereon, if after conveyance of title to the Property, and prior to the issuance of the Certificate of Completion for a Parcel, there is a Developer Event of Default pursuant to Section 9.4 of the DDLA with respect to the construction of the Improvements or portion thereof.

Item 9.b
783\01\3249488.3

12. Only the Grantor, its successors and assigns, and the Grantee and the successors and assigns of the Grantee in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes or to eliminate in whole or in part any of the covenants contained in this Grant Deed or to subject the Property to additional covenants, easements, or other restrictions. For purposes of this Section, successors and assigns of the Grantee shall be defined to include only those parties who hold all or any part of the Property in fee title, and not to include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed of trust, or any other person or entity having an interest less than a fee in the Property.

13. As more particularly set forth in the DDLA, the Grantee agrees to use the Property for the specific purpose of developing and operating the Improvements as set forth in the DDLA and the Applicable Land Use Approvals.

In accordance with Section 7.3 of the DDLA, in the event that there arises at any time prior to the expiration of the Term a condition in contravention of these maintenance and use standards, then the Grantor shall give written notice to the Grantee of the deficiency. If the Grantee (or its limited partners) fails to cure the deficiency within the time period set forth in Section 7.3 of the DDLA, then the Grantor shall have the irrevocable right to enter the Property and perform all acts necessary to cure the deficiency or to take other recourse at law or in equity the Grantor may then have and to receive from Grantee the Grantor's cost in taking such action.

The Parties further mutually agree that the rights conferred upon the Grantor expressly include the right to enforce or establish a lien or other such encumbrance against the Property.

14. In the event there is a conflict between the provisions of this Grant Deed and the DDLA, it is the intent of the parties hereto and their successors in interest that the DDLA shall control.

15. This Grant Deed may be executed and recorded in two or more counterparts, each of which shall be considered for all purposes a fully binding agreement between the parties.

Remainder of Page Left Intentionally Blank
Item 9.b
783\01\3249488.3
IN WITNESS WHEREOF, the parties hereto have executed this Grant Deed on __________________, 202___.

GRANTOR:

CITY OF VACAVILLE, a municipal corporation
By: __________________________________
Name: __________________________________
Its: __________________________________
APPROVED AS TO FORM:

GOLDFARB & LIPMAN LLP
By:

Special Counsel to the City
Signatures continue on the following page
Item 9.b
783\01\3249488.3
GRANTEE:

ALL SIGNATURES MUST BE NOTARIZED
Item 9.b
783\01\3249488.3

STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Name: ______________________________
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

Item 9.b
783\01\3249488.3

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

WITNESS my hand and official seal.
______________________________________
Name: ______________________________
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

Item 9.b
783\01\3249488.3

EXHIBIT A
(Property Description)
The land referred to herein is situated in the State of California, County of Solano, City of Vacaville, and is described as follows:

Item 9.b
783\01\3249561.2
1 ASSIGNMENT OF AGREEMENTS, PLANS AND SPECIFICATIONS, AND APPROVALS (Scoggins Court Habitat Homeownership Project)
FOR VALUE RECEIVED, the undersigned, Solano-Napa Habitat for Humanity, Inc., a California nonprofit public benefit corporation (the "Borrower"), hereby assigns and transfers to the City of Vacaville, a municipal corporation (the "Lender" or the "City"), all of its right, title and interest in and to:
(1) All consulting, architectural, design, engineering, construction, and development agreements and contracts, and any and all amendments, modifications, supplements, addenda and general conditions, and warranties thereto (collectively, the "Agreements"), heretofore or hereafter entered into by any Contractor (as defined below);
(2) All studies and analyses, surveys, plans and specifications, shop drawings, working drawings, amendments, modifications, changes, supplements, general conditions and addenda thereto (collectively "Studies, Plans and Specifications") heretofore or hereafter prepared by any Contractor (as defined below); and
(3) All land use approvals, building permits, and other governmental approvals of any nature obtained for the Development (collectively, the "Land Use Approvals").

This Assignment is made pursuant to the terms of that certain Amended and Restated Disposition, Development and Loan Agreement, dated as of _______________, 2026, entered into between the Borrower and the Lender (the "Loan Agreement" or "DDLA") whereby Lender agreed to make a loan to Borrower which loan is evidenced by a promissory note, in the principal amount of Seven Hundred SixtyEight Thousand and Six Hundred and Fifty-Six Dollars ($768,656) executed by the Borrower in favor of the Lender ("Note"). Capitalized terms used but not defined in this Assignment shall have the meanings set forth in the Loan Agreement. This Assignment is referred to as the "City Assignment" in the Loan Agreement.

For purposes of this Assignment, the term "Contractor" means any consultant, architect, construction contractor, engineer or other person or entity entering into Agreements with the Borrower and/or preparing Studies, Plans and Specifications for the Borrower with respect to the Development.

Subject to the rights of any holder of a Security Financing Interest (if any), the Borrower hereby irrevocably appoints the Lender as its attorney-in-fact (which agency is coupled with an interest) to, upon the occurrence of: (i) a Developer Event of Default (after notice and opportunity to cure); (ii) an event which, with notice or the passage of time or both would constitute a Developer Event of Default (after notice and opportunity to cure); or (iii) termination of the DDLA pursuant to Section 9.1, demand, receive, and enforce any and all of the Borrower's rights with respect to the Studies, Plans and Specifications, Agreements and Land Use Approvals, and perform any and all acts in the name of the Borrower or in the name of the Lender with the same force and effect as if performed by the Borrower in the absence of this Assignment.

Other than in connection with any Security Financing Interest, the Borrower represents and warrants to the Lender that no previous assignment(s) of its rights or interest in or to the Studies, Plans and Specifications, Agreements, and/or Land Use Approvals, has or have been made, and the Borrower Item 9.b
783\01\3249561.2
2 agrees not to assign, sell, pledge, transfer, mortgage, or hypothecate its rights or interest therein (without prior written approval of the Lender) so long as the Lender holds the Note.

This Assignment is made to secure: (1) payment to the Lender of all sums now or hereafter owing under the Note, and any and all additional advances, modifications, extensions, renewals and amendments thereof; and (2) payment and performance by the Borrower of all its obligations under the Loan Agreement.

This Assignment shall be governed by the laws of the State of California, except to the extent that Federal laws preempt the laws of the State of California, and the Borrower consents to the jurisdiction of any State Court within the County of having proper venue for the filing and maintenance of any action arising hereunder.

This Assignment shall be binding upon and inure to the benefit of the heirs, legal representatives, assigns, and successors-in-interest of the Borrower and the Lender; provided, however, this shall not be construed and is not intended to waive the restrictions on assignment, sale, transfer, mortgage, pledge, hypothecation or encumbrance by the Borrower contained in the Loan Agreement. This Assignment shall terminate upon full repayment or full forgiveness of the Loan in accordance with the DDLA.

Executed by the Borrower as of _________________, 2026.

BORROWER:

CONTRACTOR'S CONSENT
The undersigned consultant, contractor, architect and/or engineer (referred to as "Contractor") hereby consents to the foregoing Assignment of Agreements, Plans and Specifications, and Approvals ("Assignment"), of which this Contractor's Consent ("Consent") is a part, and acknowledges that there presently exists no unpaid claims presently due to the Contractor except as disclosed to the Lender arising out of the preparation and delivery of the applicable Studies, Plans and Specifications to the Borrower and/or the performance of the Contractor's obligations under the applicable Agreements, as the term "Agreements" is defined in the Assignment.

Contractor agrees that if, at any time, the Lender shall become the owner of said Property, or, pursuant to its rights under the Loan Agreement, elects to undertake or cause the completion of construction of the Development on any of the Property, in accordance with the Studies, Plans and Specifications, and gives Contractor written notice of such election; then so long as the Contractor has received, receives or continues to receive the compensations called for under the Agreements, the Lender may, at its option, use and rely on the Studies, Plans and Specifications for the purposes for which they were prepared, and Contractor will continue to perform its obligations under the Agreements for the benefit and account of the Lender in the same manner as if performed for the benefit or account of the Borrower in the absence of this Assignment.

Contractor further agrees that, in the event of a breach by the Borrower of the Agreements, or any agreement entered into with Contractor in connection with the Plans and Specifications, so long as the Borrower's interest in the Agreements and the Studies, Plans and Specifications is assigned to the Lender, Contractor will give written notice to the Lender at the address shown below of such breach. The Lender shall have thirty (30) days from the receipt of such written notice of default to remedy or cure said Default; provided, however, nothing herein shall require the Lender to cure said default or to undertake completion of construction of the Improvements.

Other than in connection with any Security Financing Interest(s), Contractor warrants and represents that it/he/she has no knowledge of any prior assignment(s) of any interest in either the Studies, Plans and Specifications and/or the Agreements. Except as otherwise defined herein, the terms used herein shall have the meanings given them in the Assignment or the Loan Agreement, as applicable.

Executed by the Contractor on _____________, 20__.

Address of Lender:

Contractor:

By: _________________________
Its: _________________________
Address of Contractor:

City of Vacaville
650 Merchant Street
Vacaville, CA 95688
Attn: City Manager
Item 9.b
783\01\3249510.2

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Vacaville
650 Merchant Street
Vacaville, CA 95688
Attention: City Manager
No fee for recording pursuant
To Government Code Section 27383

MEMORANDUM OF

AMENDED AND RESTATED

DISPOSITION, DEVELOPMENT AND LOAN AGREEMENT
(Scoggins Court Habitat Homeownership Project)

THIS MEMORANDUM OF AMENDED AND RESTATED DISPOSITION,
DEVELOPMENT AND LOAN AGREEMENT (the "Memorandum of DDLA") is made as of __________________, 202__, by and between the City of Vacaville, a municipal corporation (the "City"), and Solano-Napa Habitat for Humanity, Inc., a California nonprofit public benefit corporation (the "Developer"), to confirm that the City and the Developer are parties to that certain Amended and Restated Disposition, Development and Loan Agreement dated as of _________________, 2026 (the "DDLA"). The DDLA imposes certain conditions (including but not limited to, construction requirements, operating covenants, and transfer restrictions) on the real property described in Exhibit A attached hereto and incorporated herein. The DDLA is a public document and may be reviewed at the principal office of the City. Capitalized terms used, but not defined, in this Memorandum of DDLA shall have the meaning set forth in the DDLA.

As more particularly set forth in the DDLA, in the event the Developer fails to obtain a Certificate of Completion by the date set forth in the DDLA for each Parcel, then the Developer shall be obligated to convey such Uncompleted Parcel to the City for One Dollar ($1.00) in accordance with the terms and conditions of Section 6.17(b). Such obligation is in addition to any other right or remedy available to the City pursuant to the DDLA.

Remainder of Page Left Intentionally Blank
Item 9.b
783\01\3249510.2
IN WITNESS WHEREOF, the parties have caused this Memorandum of DDLA to be duly executed as of the date first above written.

CITY:

CITY OF VACAVILLE, a municipal corporation
By: ___________________________________
Name: ___________________________________
Its: ___________________________________
APPROVED AS TO FORM:

GOLDFARB & LIPMAN LLP
By: ________________________
Special Counsel to the City
DEVELOPER:

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

THE LAND REFERRED TO IS SITUATED IN THE COUNTY OF SOLANO, CITY OF VACAVILLE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Item 9.b
Notary Acknowledgement
783\01\3249510.2

STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On _____________________, before me, _______________________, Notary Public, personally appeared ________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

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

WITNESS my hand and official seal.
______________________________________ (seal)
Name: _______________________________
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

Item 9.b
Notary Acknowledgement
783\01\3249510.2

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

Item 9.b
783\01\3249523.3
1 RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Vacaville
Department of Housing and Community Services
40 Eldridge Avenue, Suite 2
Vacaville, CA 95688
Attn: Director of Housing and Community Services
No fee for recording pursuant to
Government Code Section 27383
______________________________________________________________________________

CONSTRUCTION DEED OF TRUST WITH ASSIGNMENT OF RENTS

AND SECURITY AGREEMENT
(Scoggins Court Habitat Homeownership Project)

THIS CONSTRUCTION DEED OF TRUST WITH ASSIGNMENT OF RENTS AND SECURITY AGREEMENT ("Deed of Trust") is made as of ________________,20__, by and among Solano-Napa Habitat for Humanity, Inc., a California nonprofit public benefit corporation ("Trustor"), _______________ Title Company, a California corporation ("Trustee"), and the City of Vacaville, a municipal corporation ("Beneficiary").

FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, Trustor's fee interest in the property located in the City of Vacaville, County of Solano, State of California, that is described in the attached Exhibit A, incorporated herein by this reference (the "Property").

TOGETHER WITH all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property and the rents; TOGETHER WITH all easements, rights-of-way and rights used in connection therewith or as a means of access thereto, including (without limiting the generality of the foregoing) all tenements, hereditaments and appurtenances thereof and thereto; TOGETHER WITH any and all buildings and improvements of every kind and description now or hereafter erected thereon, and all property of the Trustor now or hereafter affixed to or placed upon the Property;
TOGETHER WITH all building materials and equipment now or hereafter delivered to said property and intended to be installed therein;
TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, Item 9.b
783\01\3249523.3
2 adjoining the Property, and any and all sidewalks, alleys and strips and areas of land adjacent to or used in connection with the Property;
TOGETHER WITH all estate, interest, right, title, other claim or demand, of every nature, in and to such property, including the Property, both in law and in equity, including, but not limited to, all deposits made with or other security given by Trustor to utility companies, the proceeds from any or all of such property, including the Property, claims or demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by any proceeding or purchase in lieu thereof of the whole or any part of such property, including without limitation, any awards resulting from a change of grade of streets and awards for severance damages to the extent Beneficiary has an interest in such awards for taking as provided in Paragraph 4.1 herein;
TOGETHER WITH all of Trustor's interest in all articles of personal property or fixtures now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to said building or buildings in any manner; and
TOGETHER WITH all of Trustor's interest in all building materials, fixtures, equipment, work in process and other personal property to be incorporated into the Property; all goods, materials, supplies, fixtures, equipment, machinery, furniture and furnishings, signs and other personal property now or hereafter appropriated for use on the Property, whether stored on the Property or elsewhere, and used or to be used in connection with the Property; all rents, issues and profits, and all inventory, accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, notes drafts, letters of credit, insurance policies, insurance and condemnation awards and proceeds, trade names, trademarks and service marks arising from or related to the Property and any business conducted thereon by Trustor; all replacements, additions, accessions and proceeds; and all books, records and files relating to any of the foregoing.

All of the foregoing, together with the Property, is herein referred to as the "Security." To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever.

FOR THE PURPOSE OF SECURING:
(a) Payment of just indebtedness of Trustor to Beneficiary as set forth in the Note (defined in Article 1 below) until paid or cancelled. Said principal and other payments shall be due and payable as provided in the Note. Said Note and all its terms are incorporated herein by reference, and this conveyance shall secure any and all extensions thereof, however evidenced; and
Item 9.b
783\01\3249523.3
3 (b) Payment of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Deed of Trust following a breach of Trustor's obligation to advance said sums and the expiration of any applicable cure period, with interest thereon as provided herein; and
(c) Performance of every obligation, covenant or agreement of Trustor contained herein and in the Loan Documents (defined in Section 1.1 below).

AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES:

ARTICLE 1

DEFINITIONS
In addition to the terms defined elsewhere in this Deed of Trust, the following terms shall have the following meanings in this Deed of Trust:

Section 1.1 The term "Loan Documents" means this Deed of Trust, the Loan Agreement, the Note, and any other debt, loan or security instruments between Trustor and the Beneficiary relating to the Property.

Section 1.2 The term "DDLA" or "Loan Agreement" means that certain Amended and Restated Disposition, Development, and Loan Agreement entered into as of __________________, 2026, by and between the Trustor and Beneficiary.

Section 1.3 The term "Note" means the promissory note in the principal amount of Seven Hundred Sixty-Eight Thousand Six Hundred and Fifty-Six Dollars ($768,656). (A copy of the Note is on file with the Beneficiary and terms and provisions of the Note are incorporated herein by reference.)
Section 1.4 The term "Principal" means the amount required to be paid under the Note.

ARTICLE 2

MAINTENANCE AND MODIFICATION OF THE PROPERTY

AND SECURITY
Section 2.1 Maintenance and Modification of the Property by Trustor.

The Trustor agrees that at all times prior to full payment of the sum owed under the Note, the Trustor will, at the Trustor's own expense, maintain, preserve and keep the Security or cause the Security to be maintained and preserved in good condition (reasonable wear and tear excepted). The Trustor will from time to time make or cause to be made all repairs, replacements and renewals deemed proper and necessary by it. The Beneficiary shall have no responsibility in any of these matters or for the making of improvements or additions to the Security.

Item 9.b
783\01\3249523.3
4 Trustor agrees to pay fully and discharge (or cause to be paid fully and discharged) all claims for labor done and for material and services furnished in connection with the Security, diligently to file or procure the filing of a valid notice of cessation upon the event of a cessation of labor on the work or construction on the Security for a continuous period of thirty (30) days or more, and to take all other reasonable steps to forestall the assertion of claims of lien against the Security of any part thereof. Trustor irrevocably appoints, designates and authorizes Beneficiary as its agent (said agency being coupled with an interest) with the authority, but without any obligation, to file for record any notices of completion or cessation of labor or any other notice that Beneficiary deems necessary or desirable to protect its interest in and to the Security or the Loan Documents; provided, however, that Beneficiary shall exercise its rights as agent of Trustor only in the event that Trustor shall fail to take, or shall fail to diligently continue to take, those actions as hereinbefore provided.

Upon demand by Beneficiary, Trustor shall make or cause to be made such demands or claims as Beneficiary shall specify upon laborers, materialmen, subcontractors or other persons who have furnished or claim to have furnished labor, services or materials in connection with the Security. Nothing herein contained shall require Trustor to pay any claims for labor, materials or services which Trustor in good faith disputes and is diligently contesting provided that Trustor, upon written request of the Beneficiary, shall, within thirty (30) days after the filing of any claim of lien, record in the Office of the Recorder of Solano County, a surety bond in an amount 1 and 1/2 times the amount of such claim item to protect against a claim of lien.

Section 2.2 Granting of Easements.

Trustor may not grant easements, licenses, rights-of-way or other rights or privileges in the nature of easements with respect to any property or rights included in the Security except those required or desirable for installation and maintenance of public utilities including, without limitation, water, gas, electricity, sewer, telephone and telegraph, or those required by law and as approved, in writing, by Beneficiary.

Section 2.3 Assignment of Rents.

As part of the consideration for the indebtedness evidenced by the Note, Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary all the rents and revenues of the Property including those now due, past due, or to become due by virtue of any lease or other agreement for the occupancy or use of all or any part of the Property, regardless of to whom the rents and revenues of the Property are payable. Trustor hereby authorizes Beneficiary or Beneficiary's agents to collect the aforesaid rents and revenues and hereby directs each tenant of the Property to pay such rents to Beneficiary or Beneficiary's agents; provided, however, that prior to written notice given by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents, Trustor shall collect and receive all rents and revenues of the Property as trustee for the benefit of Beneficiary and Trustor to apply the rents and revenues so collected to the sums secured by this Deed of Trust with the balance, so long as no such breach has occurred, to the account of Trustor, it being intended by Trustor and Beneficiary that this assignment of rents constitutes an absolute assignment and not an assignment for additional security only. Upon delivery of written notice by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents, and without the necessity of Beneficiary entering upon and taking and maintaining Item 9.b
783\01\3249523.3
5 full control of the Property in person, by agent or by a court-appointed receiver, Beneficiary shall immediately be entitled to possession of all rents and revenues of the Property as specified in this Section 2.3 as the same becomes due and payable, including but not limited to rents then due and unpaid, and all such rents shall immediately upon delivery of such notice be held by Trustor as trustee for the benefit of Beneficiary only; provided, however, that the written notice by Beneficiary to Trustor of the breach by Trustor shall contain a statement that Beneficiary exercises its rights to such rents. Trustor agrees that commencing upon delivery of such written notice of Trustor's breach by Beneficiary to Trustor, each tenant of the Property shall make such rents payable to and pay such rents to Beneficiary or Beneficiary's agents on Beneficiary's written demand to each tenant therefor, delivered to each tenant personally, by mail or by delivering such demand to each rental unit, without any liability on the part of said tenant to inquire further as to the existence of a default by Trustor.

Trustor hereby covenants that Trustor has not executed any prior assignment of said rents, that Trustor has not performed, and will not perform, any acts or has not executed and will not execute, any instrument which would prevent Beneficiary from exercising its rights under this Section 2.3, and that at the time of execution of this Deed of Trust, there has been no anticipation or prepayment of any of the rents of the Property for more than two (2) months prior to the due dates of such rents. Trustor covenants that Trustor will not hereafter collect or accept payment of any rents of the Property more than two (2) months prior to the due dates of such rents. Trustor further covenant that Trustor will execute and deliver to Beneficiary such further assignments of rents and revenues of the Property as Beneficiary may from time to time request.

Upon Trustor's breach of any covenant or agreement of Trustor in the Loan Documents, Beneficiary may in person, by agent or by a court-appointed receiver, regardless of the adequacy of Beneficiary's security, enter upon and take and maintain full control of the Property in order to perform all acts necessary and appropriate for the operation and maintenance thereof including, but not limited to, the execution, cancellation or modification of leases, the collection of all rents and revenues of the Property, the making of repairs to the Property and the execution or termination of contracts providing for the management or maintenance of the Property, all on such terms as are deemed best to protect the security of this Deed of Trust. In the event Beneficiary elects to seek the appointment of a receiver for the Property upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust, Trustor hereby expressly consents to the appointment of such receiver. Beneficiary or the receiver shall be entitled to receive a reasonable fee for so managing the Property.

All rents and revenues collected subsequent to delivery of written notice by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents shall be applied first to the costs, if any, of taking control of and managing the Property and collecting the rents, including, but not limited to, reasonable attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs to the Property, premiums on insurance policies, taxes, assessments and other charges on the Property, and the costs of discharging any obligation or liability of Trustor as lessor or landlord of the Property and then to the sums secured by this Deed of Trust. Beneficiary or the receiver shall have access to the books and records used in the operation and maintenance of the Property and shall be liable to account only for those rents actually received. Beneficiary shall not be liable to Trustor, anyone claiming under or through Trustor or anyone having an interest in the Property by reason of anything done or left undone by Beneficiary under this Section 2.3.

Item 9.b
783\01\3249523.3
6 If the rents of the Property are not sufficient to meet the costs, if any, of taking control of and managing the Property and collecting the rents, any funds expended by Beneficiary for such purposes shall become indebtedness of Trustor to Beneficiary secured by this Deed of Trust pursuant to Section 3.3 hereof. Unless Beneficiary and Trustor agree in writing to other terms of payment, such amounts shall be payable upon notice from Beneficiary to Trustor requesting payment thereof and shall bear interest from the date of disbursement at the rate stated in Section 3.3.

Any entering upon and taking and maintaining of control of the Property by Beneficiary or the receiver and any application of rents as provided herein shall not cure or waive any default hereunder or invalidate any other right or remedy of Beneficiary under applicable law or provided herein. This assignment of rents of the Property shall terminate at such time as this Deed of Trust ceases to secure indebtedness held by Beneficiary.

ARTICLE 3
TAXES AND INSURANCE; ADVANCES
Section 3.1 Taxes, Other Governmental Charges and Utility Charges.

Trustor shall pay, or cause to be paid prior to the date of delinquency, all taxes, assessments, charges and levies imposed by any public authority or utility company which are or may become a lien affecting the Security or any part thereof; provided, however, that Trustor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as (a) the legality thereof shall be promptly and actively contested in good faith and by appropriate proceedings, and (b) Trustor maintains reserves adequate to pay any liabilities contested pursuant to this Section 3.1. With respect to taxes, special assessments or other similar governmental charges, Trustor shall pay such amount in full prior to the attachment of any lien therefor on any part of the Security; provided, however, if such taxes, assessments or charges may be paid in installments, Trustor may pay in such installments. Except as provided in clause (b) of the first sentence of this paragraph, the provisions of this Section 3.1 shall not be construed to require that Trustor maintain a reserve account, escrow account, impound account or other similar account for the payment of future taxes, assessments, charges and levies.

In the event that Trustor shall fail to pay any of the foregoing items required by this Section to be paid by Trustor, Beneficiary may (but shall be under no obligation to) pay the same, after the Beneficiary has notified the Trustor of such failure to pay and the Trustor fails to fully pay such items within seven (7) business days after receipt of such notice. Any amount so advanced therefor by Beneficiary, together with interest thereon from the date of such advance at the maximum rate permitted by law, shall become an additional obligation of Trustor to the Beneficiary and shall be secured hereby, and Trustor agrees to pay all such amounts.

Section 3.2 Provisions Respecting Insurance.

Trustor agrees to provide insurance conforming in all respects to that required under the Loan Documents during the course of construction and following completion, and at all times Item 9.b
783\01\3249523.3
7 until all amounts secured by this Deed of Trust have been paid and all other obligations secured hereunder fulfilled, and this Deed of Trust reconveyed.

All such insurance policies and coverages shall be maintained at Trustor's sole cost and expense. Certificates of insurance for all of the above insurance policies, showing the same to be in full force and effect, shall be delivered to the Beneficiary upon demand therefor at any time prior to the Beneficiary's receipt of the entire Principal and all amounts secured by this Deed of Trust. Trustee is aware that California Civil Code Section 2955.5(a) provides as follows: No lender shall require a borrower, as a condition of receiving or maintaining a loan secured by real property, to provide hazard insurance coverage against risks to the improvements on that real property in an amount exceeding the replacement value of the improvements on the property.

Section 3.3 Advances.

In the event the Trustor shall fail to maintain the full insurance coverage required by this Deed of Trust or shall fail to keep the Security in accordance with the Loan Documents, the Beneficiary, after at least seven (7) days prior notice to Beneficiary, may (but shall be under no obligation to) take out the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof; and all amounts so advanced therefor by the Beneficiary shall become an additional obligation of the Trustor to the Beneficiary (together with interest as set forth below) and shall be secured hereby, which amounts the Trustor agrees to pay on the demand of the Beneficiary, and if not so paid, shall bear interest from the date of the advance at the lesser of eight percent (8%) per annum or the maximum rate permitted by law.

ARTICLE 4

DAMAGE, DESTRUCTION OR CONDEMNATION
Section 4.1 Awards and Damages.

All judgments, awards of damages, settlements and compensation made in connection with or in lieu of (1) taking of all or any part of or any interest in the Property by or under assertion of the power of eminent domain, (2) any damage to or destruction of the Property or in any part thereof by insured casualty, and (3) any other injury or damage to all or any part of the Property ("Funds") are hereby assigned to and shall be paid to the Beneficiary by a check made payable to the Beneficiary. The Beneficiary is authorized and empowered (but not required) to collect and receive any Funds and is authorized to apply them in whole or in part upon any indebtedness or obligation secured hereby, in such order and manner as the Beneficiary shall determine at its sole option. The Beneficiary shall be entitled to settle and adjust all claims under insurance policies provided under this Deed of Trust and may deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. All or any part of the amounts so collected and recovered by the Beneficiary may be released to Trustor upon such reasonable conditions as the Beneficiary may impose for its disposition, and Beneficiary agrees to release Funds to Trustor to be used for the restoration of the Project so long as Beneficiary is reasonably satisfied that the proceeds of insurance, together with any additional proceeds made available by Trustor, are sufficient to Item 9.b
783\01\3249523.3
8 restore the Project. Application of all or any part of the Funds collected and received by the Beneficiary or the release thereof shall not cure or waive any default under this Deed of Trust.

ARTICLE 5
AGREEMENTS AFFECTING THE PROPERTY; FURTHER
ASSURANCES; PAYMENT OF PRINCIPAL AND INTEREST
Section 5.1 Other Agreements Affecting Property.

The Trustor shall duly and punctually perform all terms, covenants, conditions and agreements binding upon it under the Loan Documents and any other agreement of any nature whatsoever now or hereafter involving or affecting the Security or any part thereof.

Section 5.2 Agreement to Pay Attorneys' Fees and Expenses.

In the event of any Event of Default (as defined below) hereunder, and if the Beneficiary should employ attorneys or incur other expenses for the collection of amounts due or the enforcement of performance or observance of an obligation or agreement on the part of the Trustor in this Deed of Trust, the Trustor agrees that it will, on demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Beneficiary; and any such amounts paid by the Beneficiary shall be added to the indebtedness secured by the lien of this Deed of Trust, and shall bear interest from the date such expenses are incurred at the lesser of ten percent (10%) per annum or the maximum rate permitted by law.

Section 5.3 Payment of the Principal.

The Trustor shall pay to the Beneficiary the Principal and any other payments as set forth in the Note in the amounts and by the times set out therein.

Section 5.4 Personal Property.

To the maximum extent permitted by law, the personal property subject to this Deed of Trust shall be deemed to be fixtures and part of the real property and this Deed of Trust shall constitute a fixtures filing under the California Commercial Code. As to any personal property not deemed or permitted to be fixtures, this Deed of Trust shall constitute a security agreement under the California Commercial Code.

Section 5.5 Financing Statement.

The Trustor shall execute and deliver to the Beneficiary such financing statements pursuant to the appropriate statutes, and any other documents or instruments as are required to convey to the Beneficiary a valid perfected security interest in the Security. The Trustor agrees to perform all acts which the Beneficiary may reasonably request so as to enable the Beneficiary to maintain such valid perfected security interest in the Security in order to secure the payment of the Note in accordance with their terms. The Beneficiary is authorized to file a copy of any such financing statement in any jurisdiction(s) as it shall deem appropriate from time to time in order to protect the security interest established pursuant to this instrument.

Item 9.b
783\01\3249523.3
9 Section 5.6 Operation of the Security.

The Trustor shall operate the Security (and, in case of a transfer of a portion of the Security subject to this Deed of Trust, the transferee shall operate such portion of the Security) in full compliance with the Loan Documents.

Section 5.7 Inspection of the Security.

At any and all reasonable times upon seventy-two (72) hours' notice, the Beneficiary and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right, without payment of charges or fees, to inspect the Security. Such rights are in addition to any similar rights of the Beneficiary under the DDLA.

Section 5.8 Nondiscrimination.

The Trustor herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that:
(1) There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (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 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 the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land.
(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 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1).

ARTICLE 6

HAZARDOUS WASTE
Trustor shall keep and maintain the Property in compliance with, and shall not cause or permit the Property to be in violation of any applicable federal, state or local laws, ordinances or regulations relating to industrial hygiene or to the environmental conditions on, under or about the Property including, but not limited to, soil and ground water conditions. Trustor shall not use, generate, manufacture, store or dispose of on, under, or about the Property or transport to or from the Property any flammable explosives, radioactive materials, or hazardous wastes, including without limitation, any substances defined as or included in the definition of "hazardous substances," hazardous wastes," "hazardous materials," or "toxic substances" under Item 9.b
783\01\3249523.3
10 any applicable federal or state laws or regulations (collectively referred to hereinafter as "Hazardous Materials") except such of the foregoing as may be customarily kept and used in and about multifamily residential property.

Trustor shall immediately advise Beneficiary in writing if at any time it receives written notice of (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Trustor or the Property pursuant to any applicable federal, state or local laws, ordinances, or regulations relating to any Hazardous Materials, ("Hazardous Materials Law"); (ii) all claims made or threatened by any third party against Trustor or the Property relating to damage, contribution, cost recovery compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in clauses (i) and (ii) above hereinafter referred to a "Hazardous Materials Claims"); and (iii) Trustor's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be subject to the provisions of California Health and Safety Code Sections 25220 et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Law.

Beneficiary shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys' fees in connection therewith paid by Trustor. Trustor shall indemnify and hold harmless Beneficiary and its boardmembers, supervisors, directors, officers, employees, agents, successors and assigns from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or attributable to the use, generation, storage, release, threatened release, discharge, disposal, or presence of Hazardous Materials on, under, or about the Property including without limitation: (a) all foreseeable consequential damages; (b) the costs of any required or necessary repair, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other required plans; and (c) all reasonable costs and expenses incurred by Beneficiary in connection with clauses (a) and (b), including but not limited to reasonable attorneys' fees.

Without Beneficiary's prior written consent, which shall not be unreasonably withheld, Trustor shall not take any remedial action in response to the presence of any Hazardous Materials on, under or about the Property, nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Material Claims, which remedial action, settlement, consent decree or compromise might, in Beneficiary's reasonable judgement, impair the value of the Beneficiary's security hereunder; provided, however, that Beneficiary's prior consent shall not be necessary in the event that the presence of Hazardous Materials on, under, or about the Property either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not reasonably possible to obtain Beneficiary's consent before taking such action, provided that in such event Trustor shall notify Beneficiary as soon as practicable of any action so taken.

Beneficiary agrees not to withhold its consent, where such consent is required hereunder, if either (i) a particular remedial action is ordered by a court of competent jurisdiction, (ii) Trustor will or may be subjected to civil or criminal sanctions or penalties if it fails to take a required action; (iii) Trustor establishes to the reasonable satisfaction of Beneficiary that there is no reasonable alternative to such remedial action which would result in less impairment of Beneficiary's security hereunder; or (iv) the action has been agreed to by Beneficiary.

Item 9.b
783\01\3249523.3
11 The Trustor hereby acknowledges and agrees that (i) this Article is intended as the Beneficiary's written request for information (and the Trustor's response) concerning the environmental condition of the Property as required by California Code of Civil Procedure Section 726.5, and (ii) each representation and warranty in this Deed of Trust or any of the other Loan Documents (together with any indemnity applicable to a breach of any such representation and warranty) with respect to the environmental condition of the property is intended by the Beneficiary and the Trustor to be an "environmental provision" for purposes of California Code of Civil Procedure Section 736.

In the event that any portion of the Property is determined to be "environmentally impaired" (as that term is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an "affected parcel" (as that term is defined in California Code of Civil Procedure Section 726.5(e)(1)), then, without otherwise limiting or in any way affecting the Beneficiary's or the Trustee's rights and remedies under this Deed of Trust, the Beneficiary may elect to exercise its rights under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Property and (2) exercise (a) the rights and remedies of an unsecured creditor, including reduction of its claim against the Trustor to judgment, and (b) any other rights and remedies permitted by law. For purposes of determining the Beneficiary's right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), the Trustor shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant, or user of any portion of the Property and the Trustor knew or should have known of the activity by such lessee, occupant, or user which caused or contributed to the release or threatened release. All costs and expenses, including (but not limited to) attorneys' fees, incurred by the Beneficiary in connection with any action commenced under this paragraph, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Property is environmentally impaired, plus interest thereon at the rate specified in the Note until paid, shall be added to the indebtedness secured by this Deed of Trust and shall be due and payable to the Beneficiary upon its demand made at any time following the conclusion of such action.

ARTICLE 7

EVENTS OF DEFAULT AND REMEDIES
Section 7.1 Events of Default.

The following shall constitute an event of default (an "Event of Default" or a "Default") following the expiration of any applicable notice and cure periods: (1) failure to make any payment to be paid by Trustor under the Loan Documents; (2) failure to observe or perform any of Trustor's other covenants, agreements or obligations under the Loan Documents, including, without limitation, the provisions concerning discrimination; or (3) failure to make any payment or perform any of Trustor's other covenants, agreements, or obligations under any other debt instruments or Regulatory Agreement secured by the Property, which default shall not be cured within the times and in the manner provided therein.

Item 9.b
783\01\3249523.3
12 Section 7.2 Acceleration of Maturity.

If an Event of Default shall have occurred and be continuing, then at the option of the Beneficiary, the amount of any payment related to the Event of Default and the unpaid Principal of the Note shall immediately become due and payable, upon written notice by the Beneficiary to the Trustor (or automatically where so specified in the Loan Documents), and no omission on the part of the Beneficiary to exercise such option when entitled to do so shall be construed as a waiver of such right.

Section 7.3 The Beneficiary's Right to Enter and Take Possession.

If an Event of Default shall have occurred and be continuing, the Beneficiary may:
(a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any Event of Default or notice of default provided in accordance with applicable law (a "Notice of Default") hereunder or invalidate any act done in response to such Default or pursuant to such Notice of Default and, notwithstanding the continuance in possession of the Security, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any Event of Default, including the right to exercise the power of sale; (b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (c) Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Trustor's interest in the Security to be sold in accordance with applicable law (the "Notice of Sale"), which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of Solano County; or (d) Exercise all other rights and remedies provided herein, in the instruments by which the Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law.

Section 7.4 Foreclosure By Power of Sale.

Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained, the Beneficiary shall the deliver the Notice of Sale to Trustee, and shall deposit with Trustee this Deed of Trust which is secured hereby (and the deposit of which shall be deemed to constitute evidence that the unpaid principal amount of the Note is immediately due and payable), and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require.

Item 9.b
783\01\3249523.3
13 (a) Upon receipt of such notice from the Beneficiary, Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Sale as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law and after recordation of such Notice of Sale and after applicable notice having been given as required by law, sell the Security, at the time and place of sale fixed by it in said Notice of Sale, whether as a whole or in separate lots or parcels or items as Trustee shall deem expedient and in such order as it may determine unless specified otherwise by the Trustor according to California Civil Code Section 2924g(b), at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed or any matters of facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale, and Trustor hereby covenants to warrant and defend the title of such purchaser or purchasers. (b) After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds of sale to payment of: (i) the unpaid Principal amount of the Note; (ii) all other amounts owed to Beneficiary under the Loan Documents; (iii) all other sums then secured hereby; and (iv) the remainder, if any, to Trustor.
(c) Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new Notice of Sale.

Section 7.5 Receiver.

If an Event of Default shall have occurred and be continuing, Beneficiary, as a matter of right and without further notice to Trustor or anyone claiming under the Security, and without regard to the then value of the Security or the interest of Trustor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Security (or a part thereof), and Trustor hereby irrevocably consents to such appointment and waives further notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases, and all the powers and duties of Beneficiary in case of entry as provided herein, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Security, unless such receivership is sooner terminated.

Section 7.6 Remedies Cumulative.

No right, power or remedy conferred upon or reserved to the Beneficiary by this Deed of Trust is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity.

Item 9.b
783\01\3249523.3
14 Section 7.7 No Waiver.
(a) No delay or omission of the Beneficiary to exercise any right, power or remedy accruing upon any Event of Default shall exhaust or impair any such right, power or remedy, or shall be construed to be a waiver of any such Event of Default or acquiescence therein; and every right, power and remedy given by this Deed of Trust to the Beneficiary may be exercised from time to time and as often as may be deemed expeditious by the Beneficiary.

Beneficiary 's expressed or implied consent to a breach by Trustor, or a waiver of any obligation of Trustor hereunder shall not be deemed or construed to be a consent to any subsequent breach, or further waiver, of such obligation or of any other obligations of the Trustor hereunder. Failure on the part of the Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Beneficiary of its right hereunder or impair any rights, power or remedies consequent on any Event of Default by the Trustor.
(b) If the Beneficiary (i) grants forbearance or an extension of time for the payment of any sums secured hereby, (ii) takes other or additional security or the payment of any sums secured hereby, (iii) waives or does not exercise any right granted in the Loan Documents, (iv) releases any part of the Security from the lien of this Deed of Trust, or otherwise changes any of the terms, covenants, conditions or agreements in the Loan Documents, (v) consents to the granting of any easement or other right affecting the Security, or (iv) makes or consents to any agreement subordinating the lien hereof, any such act or omission shall not release, discharge, modify, change or affect the original liability under this Deed of Trust, or any other obligation of the Trustor or any subsequent purchaser of the Security or any part thereof, or any maker, cosigner, endorser, surety or guarantor (unless expressly released); nor shall any such act or omission preclude the Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in any Event of Default then made or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by the Beneficiary shall the lien of this Deed of Trust be altered thereby.

Section 7.8 Suits to Protect the Security.

The Beneficiary shall have power to (a) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Security and the rights of the Beneficiary as may be unlawful or any violation of this Deed of Trust, (b) preserve or protect its interest (as described in this Deed of Trust) in the Security, and (c) restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement for compliance with such enactment, rule or order would impair the Security thereunder or be prejudicial to the interest of the Beneficiary.

Section 7.9 Trustee May File Proofs of Claim.

In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting the Trustor, its creditors or its property, the Trustee, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Beneficiary Item 9.b
783\01\3249523.3
15 allowed in such proceedings and for any additional amount which may become due and payable by the Trustor hereunder after such date.

Section 7.10 Waiver.

The Trustor waives presentment, demand for payment, notice of dishonor, notice of protest and nonpayment, protest, notice of interest on interest and late charges, and diligence in taking any action to collect any sums owing under the Note or in proceedings against the Security, in connection with the delivery, acceptance, performance, default, endorsement or guaranty of this Deed of Trust.

ARTICLE 8

MISCELLANEOUS
Section 8.1 Amendments.

This instrument cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by Beneficiary and Trustor.

Section 8.2 Reconveyance by Trustee.

Upon written request of Beneficiary stating that all sums secured hereby have been paid or forgiven, that all obligations to be performed by the Trustee under the Loan Documents (including, but not limited to, the operation of the Property in accordance with, and for the entire term of, the Regulatory Agreement), and upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon payment by Trustor of Trustee's reasonable fees, Trustee shall reconvey the Security to Trustor, or to the person or persons legally entitled thereto.

Section 8.3 Notices.

If at any time after the execution of this Deed of Trust it shall become necessary or convenient for one of the parties hereto to serve any notice, demand or communication upon the other party, such notice, demand or communication shall be in writing and shall be served personally, by reputable overnight delivery service, or by depositing the same in the registered United States mail, return receipt requested, postage prepaid and (1) if intended for Beneficiary shall be addressed to:

City of Vacaville
Department of Housing Services
40 Eldridge Avenue, Suite 2
Vacaville, CA 95688
Attn: Director of Housing Services
Item 9.b
783\01\3249523.3
16 and (2) if intended for Trustor shall be addressed to:

Solano-Napa Habitat for Humanity, Inc.
5130 Fulton Drive, Suite R
Fairfield, CA 94534
Attn: Executive Director
Any notice, demand or communication shall be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed in the manner herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Either party may change its address at any time by giving written notice of such change to Beneficiary or Trustor as the case may be, in the manner provided herein, at least ten (10) days prior to the date such change is desired to be effective.

Section 8.4 Successors and Joint Trustors.

Where an obligation is created herein binding upon Trustor, the obligation shall also apply to and bind any transferee or successors in interest. Where the terms of the Deed of Trust have the effect of creating an obligation of the Trustor and a transferee, such obligation shall be deemed to be a joint and several obligation of the Trustor and such transferee. Where Trustor is more than one entity or person, all obligations of Trustor shall be deemed to be a joint and several obligation of each and every entity and person comprising Trustor.

Section 8.5 Captions.

The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Deed of Trust.

Section 8.6 Invalidity of Certain Provisions.

Every provision of this Deed of Trust is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court or other body of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or under foreclosure or other enforcement action or procedure, shall be considered to have been first paid or applied to the full payment of that portion of the debt which is not secured or partially secured by the lien of this Deed of Trust.

Section 8.7 Governing Law.

This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California.

Item 9.b
783\01\3249523.3
17 Section 8.8 Gender and Number.

In this Deed of Trust the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, if the context so requires.

Section 8.9 Deed of Trust, Mortgage.

Any reference in this Deed of Trust to a mortgage shall also refer to a deed of trust and any reference to a deed of trust shall also refer to a mortgage.

Section 8.10 Actions.

Trustor agrees to appear in and defend any action or proceeding purporting to affect the Security.

Section 8.11 Substitution of Trustee.

Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the Property is situated, shall be conclusive proof of proper appointment of the successor trustee.

Section 8.12 Statute of Limitations.

The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived to the full extent permissible by law.

Section 8.13 Acceptance by Trustee.

Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action of proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee.

Section 8.14 Partial Reconveyance in Accordance with DDLA.

By acceptance of this Deed of Trust, Beneficiary shall be obligated to partially release and reconvey this Deed of Trust, in connection with the issuance of a building permit for each parcel constituting a portion of the Property, as more particularly set forth in the DDLA.

Remainder of Page Left Intentionally Blank
Item 9.b
783\01\3249523.3
18 IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and year first above written.

TRUSTOR:

SOLANO-NAPA HABITAT FOR
HUMANITY, INC., a California
nonprofit public benefit corporation
By: _________________________________
Name: _________________________________
Its: _________________________________
Item 9.b
783\01\3249523.3
19 STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

Item 9.b
783\01\3249523.3
A-1

EXHIBIT A
(Legal Description)
The land is situated in the City of Vacaville, County of Solano, State of California, and is described as follows:

Item 9.b
783\41\3708184.3 1

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL, TO:

City of Vacaville
650 Merchant Street
Vacaville, CA 95688
Attention: Director of Housing and Community Services
(Space above for Recorder's Use)

NOTICE OF AFFORDABILITY RESTRICTIONS

ON TRANSFER OF PROPERTY
(Scoggins Court Habitat Homeownership Project)
NOTICE IS HEREBY GIVEN, that as of _________________, 20__, the City of Vacaville, a municipal corporation (the "City"), as the successor to all of the housing assets of the Redevelopment Agency of the City of Vacaville, to carry out certain obligations under the Community Redevelopment Law of the State of California (Health and Safety Code Section 33000 et seq.), has required SolanoNapa Habitat for Humanity, Inc., a California nonprofit public benefit corporation (the "Owner"), to enter into certain affordability covenants and restrictions (the "Restrictions"), as more particularly set forth in that certain Amended and Restated Disposition, Development and Loan Agreement, dated as of ______________, 2026 (the "Agreement"), with reference to a housing development (the "Development") to be situated on that certain real property (the "Property"), located in the City of Vacaville, and further described in Exhibit A, incorporated herein by reference. A memorandum of the Agreement was recorded against the Property in the official records of the County of Solano on _________________, as document number ________________ (the "Memorandum"). The street address(es) for the Property is/are ________________, Vacaville, California. The assessor's parcel number(s) for the Property are: 0129-310-230; 0129-310-240; 0129-310-250; 0129-310-260; 0129-310-360; 0129-310-370; and 0129-310-400.

The affordability covenants and restrictions contained in the Agreement include without limitation and as further described in the Agreement:

1. Ten (10) units in the Development are restricted for occupancy by low income households, at a purchase price affordable to low income households.

Item 9.b
783\41\3708184.3 2

2. Additional requirements concerning operation, management, and maintenance of the Development are also imposed by the Restrictions.

In the event of any conflict between this Notice of Affordability Restrictions on Transfer of Property (the "Notice") and the Restrictions, the terms of the Restrictions shall prevail.

The Restrictions shall remain in effect until the date that is forty-five (45) years after the recordation of the Memorandum.

This Notice is being recorded and filed by the City in compliance with Health and Safety Code Sections 33334.3(f)(3) and (4), as amended effective this date, and shall be indexed against the City and the Owner.
[Signatures on Following Page]
Item 9.b
783\41\3708184.3
3 IN WITNESS WHEREOF, the parties have executed this Notice of Affordability Restrictions on Transfer of Property on or as of the date first written above.

OWNER:

CITY OF VACAVILLE, a municipal
corporation
By: ____________________________
Name:____________________________
Its: ____________________________
APPROVED AS TO FORM:

GOLDFARB & LIPMAN LLP
By: ________________________
Special Counsel to the City
Item 9.b
783\41\3708184.3

STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared
______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
_______________________________
Name: ________________________
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

Item 9.b
783\41\3708184.3

STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared
______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

Item 9.b
783\41\3708184.3

EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY

OF VACAVILLE, COUNTY OF SOLANO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

Tract 1
Beginning at a point on the Northerly line of Sacramento Street in the City of Vacaville, Solano County, said point of beginning being North 66 degrees 04' East, distant 118 feet from the intersection of the Northerly-line of Sacramento Street and the Easterly line of Scoggins Lane as delineated on the Official Map of Vacaville, Records of Solano County; thence North 17 degrees 34' West, 64.5 feet to a point; thence North 14 degrees 56' West, 91.00 feet to the Southerly line of land conveyed by Joseph Labarge and Leonard Labarge, his wife, to Robert F. Root and Hazel A. Root, by Deed dated September 29, 1925 and recorded October 2, 1925,in Book 286 of Deeds, Page 433, Solano County Records; thence along-said Southerly line, North 66 degrees 04’ East, 35 feet to the Northwest corner of the land described in Deed to Frank W. Rubio, et ux, recorded December 10, 1946, Series No, 17332, Solano County Records; thence along the Westerly boundary of the land described in said Deed two courses and distances, to-wit: South 14 degrees 56' East, 89.2 feet and South 23 degrees 06' East, 66.5 feet to a point in the Northerly line of Sacramento Street; thence along the Northerly line of Sacramento Street, South 66 degrees 04' West, 41.5 feet to the point of beginning.

Excepting therefrom:

All that portion of said land described in Final Judgment Action in Eminent Domain, Superior Court in and for the County of Solano, Case No. 105723, recorded May 8, 1991, Series No. 91- 30841, Solano County Records.

APN No: 0129-310-360
Tract 2 Parcel One:

Beginning at a point on the Easterly line of Scoggins Lane at the Southwest corner of the Parcel of land described in Deed from Joseph Labarge, et ux, to George W. Parker, et ux, dated November 14, 1922 and recorded November 16, 1922 in Book 262 of Deeds, at Page 271, as Instrument No. No. 4012; running thence Northeasterly along the Southeasterly line of the Parcel of land, conveyed to George W. Parker, et ux, as aforesaid, 185 feet, more or less, to the Westerly line of the Parcel land conveyed by James Cox to Mary Cox by Deed dated September 23,- 1922 and recorded October 5, 1922 in Book 271 of Deeds, at Page 21, as Instrument No. 3497; thence Southerly along the Westerly line of the Parcel of land conveyed to Mary Cox as aforesaid, 75 feet to the Northerly line of the property referred to as Parcel Item 9.b
783\41\3708184.3
Two in the Deed from Leonore Labarge to Jos. Labarge, dated April 29.1929 and recorded August 31, 1933 in Book 107 of Official Records, at Page 435, as Instrument No. No. 2958; thence Southwesterly along said Northerly line and the Westerly continuation thereof, 185 feet, more or less, to the aforesaid Easterly line of Scoggins Lane; thence Southerly along the Easterly line of Scoggins Lane, 75-feet to the point of beginning.

Excepting therefrom the following described Parcel of land: Beginning at the Southeast corner of that certain Parcel of land described in Deed from Esther I. Rayborn, a widow, to Clifford E.

Rayborn, et ux, dated October 29, 1957 and recorded October 31, 1967 in Book 904 of Official Records, at Page 78, as Instrument No. No. 17488, said point also being in the West line of the Parcel of land conveyed by James Cox to Mary Cox, by Deed dated September 23, 1922 and recorded October 5, 1922 in Book 271 of Deeds, at Page 21, as Instrument No. No. 3497; thence South along said Westerly line, 30 feet, more or less, to the Northeast corner of the Parcel of land described in Deed from R. C. Shook, et ux, Champ Norris Agee, et ux, by Deed dated December 19, 1906 and recorded December 21, 1956 in Book 862 of Official Records, at

Page 265 ends

Vacaville City CouncilJune 9, 2026

Vacaville City Council
June 9, 2026