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HomeMy WebLinkAbout _ 9.2(d)--Disposition & Financing Agmt with Faithworks Community Coalition, Inc.C IT Y OF REMDINO�" AN CITY OF REDDING REPORT TO THE CITY COUNCIL MEETING DATE: June 3, 2025 FROM: Steve Bade, Assistant City ITEM NO. 9.2(d) Manager ***APPROVED BY*** sbade@citydredding.org Leve a F , s er 5/28/2025 btippin@cityofredding.org SUBJECT: 9.2(d) --Consider Disposition and Financing Agreement with FaithWorks Community Coalition, Inc. Recommendation Authorize and approve the following proposed actions related to the sale of City -owned real property located at 815 Parkview Avenue (Assessor Parcel No. 104-350-019), 825 Parkview Avenue (Assessor Parcel No. 104-350-018), and 2520 Leland Avenue (Assessor Parcel No. 104- 350-020) to FaithWorks Community Coalition, Inc.: (1) Conditioned upon the approval of the Disposition and Financing Agreement (DFA) by the City Attorney, authorize the Mayor to execute the DFA with FaithWorks Community Coalition, Inc. for the transfer and development of the above -referenced parcels; (2) Authorize the City Manager, or designee, to execute all documents necessary to complete the transaction, including but not limited to: (a) a seller carryback loan in the amount of $153,000 at one percent for a 55 -year term for the acquisition of the parcels; and (b) a development loan not to exceed $1,600,000 at one percent for a 55 -year term to support the construction of a 14 -unit, mixed -income, mixed-use development; (3) Find that the aforementioned actions such as allocating funding are exempt from review under the California Environmental Quality Act Guidelines, pursuant to Section 15312 - Surplus Government Property Sales) and 15061(b)(3)—Common Sense Exemption; and (4) Find that administrative and management activities, such as allocating funding, are exempt under 24 CFR §58.34(a)(3) administrative and management activities under the National Environmental Policy Act. The construction of the project has been reviewed for environmental compliance and an Authority to Use Grant Funds has already been received from the Department of Housing and Urban Development. Fiscal Impact Staff received an appraisal report for 815 Parkview Avenue (Assessor's Parcel Number (APN) 1.04-350-019), 825 Parkview Avenue (APN 104-350-018) and 2520 Leland Avenue (APN 104- 350-020) (Properties) - the combined appraised market value of these properties is $153,000. As proposed in the Disposition and Financing Agreement (DFA), FaithWorks Community Coalition, Inc. (FaithWorks) will purchase the properties for market value utilizing a secured Report to Redding City Council May 28, 2025 Re: 9.2(d) --Disposition & Financing Agmt with Faithworks Community Coalition, Inc. Page 2 City Land Loan with a 55 -year term. The estimated total development cost to transform the vacant land into a mixed -used project consisting of at least 14 income -restricted units and ground floor commercial space (Project) is estimated to be $4.5 million. To date, a total of $1,505,882 has been committed to the project that include $800,000 in Whole Person Care (WPC) funds committed by Shasta County Health and Human Services Agency (a portion of these funds have already been expended toward pre - development); and $705,882 in REAP 2.0 funds from the Shasta Regional Transportation Agency (SRTA). FaithWorks is expected to secure additional funding in the amount of $1.4 million from a lending partner or through additional grant funding obtained by Faithworks. As proposed in the DFA, a City Residual Receipts Loan in the amount of $1.6 million from City of Redding (City) Housing Division grant funds to support pre -development and construction costs, including construction of the mixed-use structure, underground utility installation, landscaping, hardscape, and offsite improvements. Grant resources such as the Housing and Homelessness Incentive Program (HHIP) funding, Encampment Resolution Funding 3-Lookback grant, or other grant sources may be utilized for the loan. The funds will be structured as a 55 - year loan to Faithworks, with one -percent annual interest rate and repayment based on residual receipts. There is no impact to the General Fund. Project Funding Summary Funding Source Amount Whole Person Care $800,000 REAP 2.0 $705,882 FaithWorks' Loan $1,600,000 FaithWorks' Private Funding $1,400,000 Total $4,505,882 Alternative Action City Council (Council) could choose not to sell the surplus properties or provide funding to the proposed project. Such actions would require alternate direction to staff and funds already allocated to the project could be lost. Background/Analysis On December 21, 2023, staff issued a Request for Proposal (RFP) to solicit interest from qualified developers to purchase surplus properties identified above to develop the project. No proposals were received in response to the RFP. As such, staff contacted FaithWorks directly to explore their interest in developing and owning the project. FaithWorks is a local non-profit housing and public service provider that operates several transitional and permanent supportive housing projects. FaithWorks' current housing projects include assisting homeless families with children at Francis Court I, II and III and providing transitional housing to veterans at the House of Cornelius. In addition, FaithWorks offers low barrier services designed to support individuals experiencing, or at risk of, homelessness such as case management, housing navigation, and referrals to local partner agencies. The organization is Report to Redding City Council May 28, 2025 Re: 9.2(d) --Disposition & Financing Agmt with Faithworks Community Coalition, Inc. Page 3 founded on the belief that when basic needs are being met (food, clothing, and shelter), individuals are better equipped to address long-term wellness and stability including physical, mental, spiritual, emotional, and relational health. Since 2006, FaithWorks has sheltered and worked to rebuild the lives of 300 unsheltered households, including 86 veterans and more than 500 children. The subject properties are zoned Neighborhood Commercial - Mixed -Use - Design Review (NC - MU -DR). Upon completion of the project, FaithWorks' plans to provide onsite supportive services to the income -eligible tenants and administrative functions within the new development. The project is currently in the design phase with Nichols, Melberg and Rosetto and will be subject to a Site Development Permit through the City's Planning Department. The proposed development is a two-story, mixed-use, mixed -income project consisting of 14 residential units—four studio apartments and ten one -bedroom apartments—facing Leland Avenue. The commercial component, which fronts Parkview, will house Faithworks' administrative offices and provide space for case management services dedicated to residents of the project. Construction is anticipated to commence in the spring of 2026. Environmental Review Staff has reviewed the actions and determined that allocation of funds is exempt from environmental review under the California Environmental Quality Act (CEQA), pursuant to Section 15312–Surplus Government Property Sales and 15061(b)(3)–Common Sense Exemption. CEQA applies only to projects which have the potential for causing a significant effect on the environment. A Separate CEQA environmental review will be completed once the details of the project are fully vetted. Staff has reviewed the actions and determined that allocation of funds is exempt from environmental review under the National Environmental Policy Act (NEPA), pursuant to 24 CFR 58.34(a)(3) Administrative and Management Activities. A NEPA Environmental Assessment has already been completed for the Parkview Project with a Finding of No Significant Impact. Council Priority/City Manager Goals • Government of the 2111 Century – `Be relevant and proactive to the opportunities and challenges of today's residents and workforce. Anticipate the future to make better decisions today." • Public Safety – "Work to improve all aspects of public safety to help people feel secure and safe where they live, work, and play in the City of Redding." Attachments Faithworks IV DDA Parkview Infill CA2 DRAFT DISPOSITION AND FINANCING A FAITHWORKS IV 815, 825 Parkview Avenue and 2 and Between COALITION, INC. 1110 01.1 Y Y [1]0/10117I1►/_1►[a IMM_ 4 a N D1►11014" 1 This DISPOSITION AND FINANCING AGREEMENT ("DFA") is made and entered into by and between the City of Redding, a municipal corporation and general law city ("City"), and FaithWorks Community Coalition, Inc. ("FaithWorks" or `Builder"), a California nonprofit public benefit corporation. A. The City is a municipal corporation and general law city B. The City is the owner of surplus property located at 815 Parkview Avenue, 825 Parkview Avenue and 2520 Leland Avenue, Redding, Shasta County, California, Assessor's Parcel. Numbers 104-350-018-000, 104-350-01.9-000 & 104-350-020-000, (the "Parkview Properties"). The Parkview Properties are approximately, .48 acres combined and are comprised of three separate vacant parcels. The Parkview Properties, are depicted in Exhibit 1, "Legal Description and Location Map," attached hereto and incorporated by reference=herein and was recently appraised for $153,000. C. Builder is interested in purchasing the Park seller -carry back loan based on Fair Market Value and con qualified mixed-use development consisting of a minimum Parkview Properties (the "Project") wherein six will be "in( Qualifying Units will be made available to, restrict occupant to six Low -Income (80% median income) households as Teal D. The Ci $153,000 for Builder I E. Builder is construct excet various grants $705,8$2.35 in these fu Project. funds; or any provide a Parkview ;w Properties from the City via a .acting, and managing an income - f fourteen (14) rental units on the ne galifying units". The Income to, acid rented at an affordable rent -ed by funding sources. land loan in the amount of of financial as to construct the Project as the cost to financial equity. The City has applied for and was awarded >rt the Project including but not limited to: an allocation of ,tion Planning Grants 2021 (REAP 2.0); $800,000 in Whole fig and Homelessness Incentive Program ("HHIP") funds, and 3-Lookback (ERF 3-L). The City wishes to use any or all of funding source necessary to complete the development of this F. City and Builder desire to enter into this DFA to set forth the mutual obligations of the City and Builder in connection with the disposition and conveyance of the Property to Builder; including the planning, designing, financing, and construction of the Project. As such, the City desires to provide a loan in the amount of $1,600,000 to the Builder for the Project. The remainder of this page is intentionally left blank. 21Pa AGREEMENT 1. Definitions. The following definitions shall apply for the purposes of this DFA: 1.1 "Affordability Period" shall mean a period commencing upon the date of issuance of the Certificate of Occupancy for the Project and continuing for fifty-five (55) years. 1.2 "Affordable Rent" shall have the meaning set forth in Health and Safety Code Section 50053, as it exists as of the date of this DFA. 1.3 "Approved Plans" are the Plans, prepared in accordance:with this DFA, that have been approved by the Builder and the City of Redding Development Services Department and the Housing Division. 1.4 "Area Median Income" shall mean the current area median income adjusted for family size appropriate to the size of the rental unit applicable to Shasta 'County, as determined by the United States Department of Housing and Urban Development. 1.41 "Builder" shall mean FaithWOrk8 Community Coalition, Inc., a nonprofit public benefit corporation organized under the laws of the State of California. The principal office and mailing address of the Builder is 2825 West Street, #1, Redding, CA 96001. The phone number for voice communication with the Builder is 530.242.1492 and ,for facsimile transmittal to the Builder is 530.242.1441. Builder as it is used in this DFA shall include any permitted nominee, assignee, or successor in interest as herein provided. Builder may, also mean the following: Owner in Context of Exhibit 2 -Agreement Containing Covenants Affecting Real Property; Purchaser as in context of Exhibit 6; Trustor, in context of 'Exhibit 7 -City Land Loan Deed of Trust and Exhibit 9 Citybf Redding Deed of Trast and Assignment of Rents; Maker in context of Exhibit 8 City Lance Loan Promissory Note; Borrower in context of Exhibit 10 — City Promissory Note secured by a Deed of Trust. 1.5 "Business Days" shall mean any day other than a Saturday, Sunday or legal "Certificate of Completion" shall mean the document attached as Exhibit 16. 1.7 ""Chance Ordel""shall mean the document attached as Exhibit 17. (a) "City"shall mean the City of Redding. The City is a public body, corporate and politic, exercising governmental functions and powers, organized and existing under the Law of the State of California. City as it is used in this DFA, includes the City Council of the City of Redding and any assignees of or successors to its rights, powers, and responsibilities. The principal office of the City is located at 777 Cypress Avenue, Redding, California 96001. The phone number for facsimile transmittal to the City is (530) 225-4126. City shall also mean the following: Beneficiary as in context of Exhibit 7 — City Land Loan Deed of Trust; Lender, in context of Exhibit 8 - City Land Loan Promissory Note and Exhibit 9 - City of Redding Deed of Trust with Assignment of Rents; and Holder, as in context of Exhibit 10 - City Promissory Note secured by Deed of Trust. 31Pagc 1.8 "City Approval" shall mean written approval authorized by the City Council of the City of Redding or its designee, expressly authorized to give such City approval. 1.9 "City Assistance" shall mean any financial assistance provided to Builder to as described in Section 3. 1.10 "City Deed of Trust" or "City Deed" shall mean the deed of trust recorded against the Site to secure the City Loan, a copy of which is attached as Exhibit 9. 1.11 "City Land Loan" or "Seller carry -back loan" shall mean the loan from the City to Builder made pursuant to Section 3.1 of this DFA. 1.12 "City Loan" or "City Residual Receipts Loan" shad mean the residual receipts loan from the City to Builder made pursuant to Section 3.2 of this DFA. 1.13 "City Promissory Note" shall mean the promissory note to be executed by the Builder which evidences the City Loan, a copy of which is attached as Exhibit :Ip. 1.14 "City Project Coordinator" or ="Projeet Coordinator" shall meat the City's designee of a City staff person to verify compliance with this 'DFA, approve, process and distribute the construction draw requests. 1.15 "Completion Date" shall mean the date stated in the Schedule of Performance for the completion of construction of the Improvements. 1:1 1.18 "Cc provide constructic 1.19 "Cc the Construction L to being finalized by the ), unless the context clearly indicates ts" on the Property and all required and this DFA. shall mean a lender approved by the City and Builder to an Documents" shall mean all loan and security documents of finance any portion of the construction of the Project. icri "Retention" shall mean a payment (also called retainage) is the sack until the project is complete. In the case of this Project, the ten (10) percent. 1.21 "Contractor" is the contractor or contractors with whom Builder contracts for the construction, and "subcontractors" are those contractors with whom Contractor contracts or with whom another subcontractor contracts for a portion of the construction. Contractor (and all subcontractors who must, by law, hold a contractor's license) shall have a current and valid contractor's license, issued by the California Contractors' State License Board, for the work they are performing. 1.22 "Days" shall mean calendar days unless expressly stated otherwise. If the date or time period for any action under this DFA falls or ends on a Saturday, Sunday or federal, state or legal holiday, then such date or time period shall automatically be extended until 5 p.m. Pacific Time of the next Day which is not a Saturday, Sunday or federal, state or legal holiday. 1.23 "DFA" is this Disposition and Financing Agreement which includes this document and the Plans and referenced exhibits and attachments to this DFA, which are all incorporated in this DFA as if set forth in full in the body of the DFA. A default of any of the referenced exhibits or attachments shall be deemed a default of this DFA. 1.24 "Development Team" shall mean the following: Builder: FaithWorks Community Architect: Nichols, Melburg & Ros Civil Engineer: Sharrah Dunlap Sawyer, 1.25 `Effective Date" shall mean the date this DFA 1.26 "Escrow" is the escrow for the dispo 1.27 "Final Plans" are the final plans, co- Project, including the City's Development Services signed by the , and specifications for the itions of approval. 1.28. "Hazardous Materials" means any hazardous or toxic substance, material or waste that is (i) regulated by any local governmental authority, the State of California or the United States Government, (ii) defined, as an "actual hazardous waste", "extremely hazardous waste", "hazardous waste", or -"waste" 'under Section25110.02, 25115, 25117, or 25124 or listed pursuant to Sections 25141 and 25141.5 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control); (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (iv) defined as a "hazardous, substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter ,6.7 (Underground Storage of Hazardous Substances); (v) petroleum or petroleum hydrocarbon ,�,or volatile organic compounds such as gasoline or diesel fuel; (vi) asbestos; (vii)listed under chapter 1 0 of Division 4.5 of Title 22 or defined as hazardous or extremely= pursuant l0 Division 21.5 of Title 26 of the California Code of Regulations; (viii) designated, as, a "hazardous waste" pursuant to Section 6903 et seq. of the Resource Conservation and Recovery. Act of 1976 (Solid Waste Disposal Act), 42 U.S.C., Chapter 82, Subchapter 1; (ix) defined as a "hazardous substance" pursuant to Section 9601 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.; (x) any flammable substances or explosive; or (xi) any radioactive material. 1.29 "Improvements" shall mean the improvements to be constructed on the Property in accordance with the Plans and this DFA and the "Public Improvements" described in Section 8.13. 1.30 "Income Qualifying Units" or "Units" shall mean those rental units developed as part of the Project which are subject to the affordability controls contained in the City Declaration of Rent Restrictions as detailed in. Exhibit 4. 51Pag 1.31 "Lender" shall mean all holders of any lien or encumbrances as security for a loan on all or any part of the Property and references to the Project Site and references to the Project Site shall mean that portion of the Project Site so encumbered. 1.32 "Lower -Income Household" or "Low -Income Household" shall mean a person or family earning no greater than eighty percent (80%) of Area Median Income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50079.5. 1.33 "Memorandum of DFA" or "Memorandum" is the document attached as Exhibit 3 to be executed by Builder and City and recorded against the Property.", 1.34 Reserved 1.35 "Non -Residential" shall mean the commercial space and the associated improvements and amenities, including, but not limited to any garage and landscaping areas constructed according to the Final Plans. 1.36 "Notice of Completion" is the document attached as Exhibit 15. 1.37 "Other Financing" shall mean all non -City financing sufficient to complete the Project pursuant to Section 3.5. 1.38 "Parties" or "Parties to the Contract" shall mean pity of Redding, a municipal corporation and general law city ("City"), and FaithWorks I Community Coalition, Inc. ("FaithWorks" or `Builder"), a California nonprofit publicbeilefit corporation. 1.39 "Plans" are the Conceptual Plans; Preliminary Plans and/or the Final Plans, as the context requires. 1.40 "Preliminary Plans"are all the necessary plans, documents, and supplemental information to comprise a complete application for the entitlements necessary to develop the Project, as required by the City of Redding Development Services Department. x:41 "Project" is the acquisition of the Property and subsequent development of a commercial space and residential units, as more particularly described in this DFA, the Preliminary Plh , and the Scope of Development. 1.42 "Project, Area"' shall mean the Parkview Project properties and surrounding infrastructure components. 1.43 "Project Budget" is the identification of costs for development and construction as required in Section 8.1 of this DFA. A preliminary budget is attached to this DFA as Exhibit 11. 1.44 "Property" or "Project Site" shall mean the real property located in the City of Redding, Shasta County, California, at 815 Parkview Avenue, 825 Parkview Avenue and 2520 Leland Avenue, Redding, Shasta County, California, Assessor's Parcel. Numbers 1.04-350-018, 019 & 020, more specifically described in Exhibit 1. 1.45 "Project Coordinator" shall mean the City's designee of a Housing Division staff person to review Plans and approve and process construction draw requests and verify 6 1 P age development and construction compliance pursuant to this DFA. 1.46 "Purchase Agreement and Escrow Instructions" or "Purchase Agreement" shall mean the written agreement between City and Builder for the sale of the Property in the form attached hereto as Exhibit 6. 1.47 "Purchase Price" shall mean the purchase price of the Property in the total amount of One Hundred Fifty -Three Thousand and No/100 Dollars ($153,000.00). The commercial and residential proportionality of the purchase price is more specifically described in the Scope of Development. 1.48 "Residual Receipts" shall mean any Project net a) The payment of. i) All amounts required to be replacements. ii) All obligations of the Project including amortized payments on st iii) All operational costsof the Pi utilities, and other costs approve operation of the completed facility. b) The segregation of i) An amount equal to the maintained by the Project. ii) All tenant security depos 1.49 "Residual Receipts Lean" shall me< upon the availability of net income remaining afte City approved operating expenses associated with The City approved operating expenses are detailed after: deposited in the reserve fund for of all:,special funds required to be n a loan, the repayment of which is dependent deducting the amount necessary to satisfy the the operation and maintenance of the Project. under "Residual Receipts" as defined above. 1.5'b "Redevelopment Plan" is the Parkview Neighborhood Strategic Revitalization Plan developed in 2001 for, redevelopment or revitalization of the neighborhood. References to the Redevdlol?ment Plan include alt"rules, regulations, plans and strategies duly adopted in accordance with the ParkviewNeighborhood Strategic Revitalization Plan. 1.51 "Schedule of Performance" is attached as Exhibit 13. 1.52 "Scope is attached as Exhibit 12. 1.53 "Stored Materials" are materials and items purchased ahead of their planned use in a construction project. 1.54 "Subcontractor" shall mean those contractors or material suppliers with whom the Builder as Owner Builder contracts or with whom another Contractor contracts for a portion of the construction. Subcontractor must have a current and valid contractor's license, issued by the California Contractor's State License Board, for the work they are performing. 1.55 "Substantial Change" is a change as described in Subsection 6.2.3 of this DFA. 71 P a g e 81' age 2. The Agreement. 2.1 Purpose of the DFA. The purpose of this DFA is to provide for the City to convey the Property to Builder for the purpose of constructing the Project, and for Builder to acquire the Property and develop the Project in accordance with the Plans and this DFA. The City represents that the development of the Property and the completion of the Project, under this DFA, and the fulfillment generally of this DFA, are (1) in the vital and best interests of the City of Redding and the health, safety, morals and welfare of its resident, (2) for the purpose of community improvement and welfare, (3) for the benefit of the Project Area and in accordance with the City's development plan. Except for the risks and speculation inherent with respect to real estate development projects, Builder represents and agrees that its development of the Property under the DFA is not intended for speculation in land holding. 2.2 Scope of Development. It is contemn acquire the Property and construct a mixed-use dey( space and residential units. The residential space will two-bedroom units for a minimum of fourteen (14) available to, restrict occupancy to, and rent at an of against which a City Declaration of Rent Restrictions used in the Project require a deeper affordability, the requirements attached to the funding source. The Scope of Development particularly specified in the $cope of Deve 2.3 Term. This DF required by the DFA and the Scl for any deed restrictions, cover which by their terms survive the the following: (a) and 3. ✓ the parties that the Builder will t consisting of commercial office of zero -bedroom; 9,re-bedroom or The Builder shall make the Units rent to Low -Income households recorded. If any funding sources will comply with the affordability under this DFA is more I commence as of the Effective Date and proceed as of Performanceattached hereto as Exhibit 13, and, except .inning with the land, or other agreements or provisions :)f the DFA, shall terminate upon the completion of all of on of the Project in accordance with the DFA by the parties of their obligations under this DFA. 3.1 City LadLoan. In accordance with all the terms, covenants, and conditions of this DFA, the City agrees to sell the Property to the Builder. The Property shall be sold pursuant to the terms of the Purchase Agreement and Escrow Instructions attached hereto as Exhibit 6, the City Land Loan Deed of Trust attached hereto as Exhibit 7 and the City Land Loan Promissory Note Attached hereto Exhibit 8. The value of the land loan is One hundred fifty-three thousand and No/100 ($153,000) 3.2 Cil_ Loan. In order to effectuate the sale of the Property and subsequent development of the Project on the Property by the Builder, the City shall provide a loan to Builder pursuant to the terms and conditions described in Subsection 3.2.2 (the "City Loan"). The City's Loan shall be in the not -to -exceed amount of One Million Six Hundred Thousand and 91Page No/100 Dollars ($1,600,000). As a condition precedent, the City shall have no obligation under this Agreement unless all sources of funding for the City Loan are confirmed and available to the City. 3.2.1 The City reserves the right, in its sole discretion to utilize any other funding sources available to it, to fulfill its obligations set forth in this Agreement. The City Loans are provided for the sole purpose of assisting the Builder in the completion of the Project and to ensure the long-term affordability of the Income Qualifying Units through the recordation of the City Declaration of Rent Restrictions. 3.2.2 City Loan Terms and Conditions. The City Loan shall have a fifty-five (55) year term and be evidenced by a promissory note (City Promissory Note attached hereto as Exhibit 10) in favor of City for the full amount of the City Loan. The City Loan shall bear simple interest at one percent (1%) per annum. Payments to the City will be according to the Residual Receipt process as identified within the City,Promiss`ory Note. The City Promissory Note shall be secured by a Deed of Trust (City Deed of Trust) executed by Builder and recorded on the Site. This City Promissory Note shall not be assumable by the successors and assigns of Builder without the prior written consent of the City, whereby such consent shall not reasonably be withheld. 3.3 Repayment of City Loan. Repayment of the City Loan shall be determined by the Residual Receipts process. Every year the Builder mu. t:sub mit a financial statement from a qualified outside party and day the City of Redding any excess net income as described in Section 1.48. Payments received by the City or its loan servicing agent shall be applied first to any interest and subsequently to reducing the principal as identified in the City Promissory Note. Builder may pay in full, or any part of, the City Loan prior to the due date without penalty. Subject to the notice and cure rights set forth in. Section 15, the full amount of the City Assistance, including principal and all accrued interest, shall become immediately due and payable upon the occurrence of any of the following: (a) Failure'lo develop the Project in accordance with the Schedule of Performance set forth in. Exhibit 13 of this Agreement; or (b) Builder fails to utilize the Site for the Project within the timeframe set forth or as authorized in writing; or (c) A material breach of this Agreement. 3.4 City Additional Loan Conditions. The full amount of the City Loan including principal and all accrued interest, shall become immediately due and payable upon the occurrence of any of the following: (a) Builder's failure to proceed with the construction of the improvements as required by this DFA after written notice thereof from the City; or 101Page (b) Builder abandons or substantially suspends construction of the improvements for a period of three (3) months after written notice of such abandonment or suspension from the City; or (c) Development of the Project Site does not occur by the deadline set forth in the Schedule of Performance; or (d) A breach of this DFA is not cured within thirty (30) Days of notice to Builder; or (e) The Builder transfers or suffers any involuntary transfer of the Property in violation of this DFA. 3.5 Other Financing. Builder shall obtain financing, which, when combined with the City Ass completion of the Affordable Housing Project and its Agreement. (a) Specifically, Builder shall provide a portion Project, including, but not limited to, funding to cons project. The parties understand that a number of the Agreement and Project may only be utilized to constn (b) Builder shall provide to City evidence of si timeframe set forth in the Schedule of Performance shall be consistent with the lender's commitment a with this DFA. rivate financing, grants and other stance shall be sufficient for the operation in conformity with this of the private financing for the act the commerportion of the anding sources antiipiated in this I affordable housine units. to financing according to the vate financing for the Project b the City and shall comply 3.6 Ci!Y Grant,,,, =1h' order to effectuate the sale 'of the Property and subsequent development of the Project on the Property the Builder, the City shall utilize up to $1,505,882.35 in grant'assistance towards the construction of the Project subject to the terms and conditions of the REAP 2.0 Sub -applicant Agreement, and the Whole Person Care Subaward Agreement. Any and all reg0irements for City Loans also shall be required for the disbursement of the City Grants. :7 No Reimbursement. Except as expressly provided in this DFA, no person shall have the fight of reimburs'' "' t from the City for any funds expended by them for the Project. This provisian does not preclude any person from receiving reimbursement from persons other than the City. 4. Builder's Acouisiti 4.1 Acquisition of Propertyby Builder. Builder shall satisfy all of the terms and conditions of this DFA and the Purchase Agreement and Escrow Instructions, and acquire the Property from City no later than the date set forth in the Schedule of Performance. Nothing contained in this Section is intended to, nor shall abrogate Builder's obligations, to comply with the dates set forth in the Schedule of Performance or to satisfy any other terms and conditions of this DFA. 4.2 Terms of Sale. 4.2.1 Purchase Agreement and Escrow Instructions. The Parties shall enter into a Purchase Agreement and Escrow Instructions in the form set forth in Exhibit 6 for the conveyance of the Property by City to Builder within thirty (30) Days of the Effective Date of this DFA. 4.2.2 Purchase Price. City shall convey the Property to Builder subject to all the terms and conditions of this DFA, the Purchase Agreement and Escrow Instructions, and any exhibits thereto, for the total sum of One Hundred Fifty -Three Thousand and No/100 Dollars ($153,000.00). The Purchase Price for the Property is its fair market value as established by Appraisal Services, Certified General Real Estate Appraiser as of June 15, 2025. 4.3 Conditions Precedent 4.3.1 In addition to such other conditions the Purchase Agreement, each of the following shall be a c City to transfer the Property to Builder: 4.3.2 Builder has executed and Purchase Agreement and this DFA; 4.3.3 Builder has submitted to City this DFA; and 4.3.4 City has determined, default of any provision of this DFA, n opportunity to cure, would constitute such a 4.4.1 c Bui feasibility of developing t investigation of the Propc testing, and any other in, - development of the Projec Builder to ensure the cone or physical' change being Builder's inability make s any may be provided for in lent to the obligation of all documents re4uired under the insurance required under on, that Builder is not in which after notice and er shall,; be solely responsible for investigating and determining the Project on the Property. -Builder shall conduct its own due diligence including an environmental site assessment, soils and geophysical ,r relevant to the condition of the Property or the feasibility of the as the Builder may deem necessary. It is the sole responsibility of the Con of the Property is in all respects suitable for the contemplated use greed upon in this DFA. The City shall not be responsible for the 4A.2 Subject 'to the City's representation and warranties in the Purchase Agreement, Builder shall acquire the Property in its "as -is" condition, without any representation. or warranty by City except as expressly made in the Purchase Agreement. 4.4.3 Subject to the City's representations and warranties in the Purchase Agreement, Builder shall be solely responsible, at its own cost and expense, for any environmental cleanup or remediation of Hazardous Materials on, under or about the Property which is required by any law, ordinance or governmental agency, or which is necessary or desirable for the development of the Project on the Property. 4.4.4 Within ten (10) Days of the Effective Date of this DFA, City shall provide Builder with copies of all non -privileged reports, studies, records or other documents in City's possession, custody or control that relate to the physical or environmental conditions of the 121Page Property. 5. Execution, Delivery and Recordation of Documents. Within ten (10) Days of the Effective Date of this DFA, the Builder shall execute the Memorandum of DFA, City Declaration of Rent Restrictions, City Deeds, and City Notes. All of the above-named documents shall be recorded at close of escrow pursuant to the Purchase Agreement and Escrow Instructions, subject only to liens existing on the Property as of the date of the DFA. Cost of recordation of these documents, if any, shall be the responsibility of the City and Builder, as described in the Purchase Agreement. 6. Preparation of Plans and Related Documents. Builder sh ll"b'e responsible for the preparation of plans and related documents that fulfill the requirements of the Project. Any plans paid for in whole or in part with WPC funds shall be the property of the Builder, regardless of who contracted for the Plan. 6.1 Project Coordinator. Subject to the terms'bf1 a Project Coordinator who shall, in addition to other respons including grant or funding oversight, receive the following i of architectural and site planning plans and drawings, compl landscape plans, and grading plans associated with the Proje 6.2 City Review of Substantial Changes to Final described in section 6.2.3, to the Final Plans must be app Department (plan check) in conjunction with permit issuanc 6.2.1 C] Substantial Change in th for compliance with the Changes in the Finall Nothing in this Section applicable laws regardin, 6.2.2 Citi part, any Substantial Cha and in writing, at the time City requests to be made changes shall be' c'onsisten ities under thi' •mation from i structural and s well as any and shall designate ter: copies ring plans, therein. All substantial changes, as the Development Services iect Coordinator Approval. Notwithstanding the foregoing, any 1 Plans is subject to Project Coordinator notification and approval ng source. In addition, the Builder must submit any Substantial to the City's Development Services Department for approval. be construed to relieve the Builder of its obligations under all rpp oval. If the Project Coordinator disapproves, in whole or in the FinalPlans, the Project Coordinator shall state, specifically approval, the reasons for disapproval and the changes which the approval. The reasons for disapproval and such City -requested the approved Final Plans and Scope of Development. itial Change. A Substantial Change in the Plans shall mean any of respect to the Project, as the Housing Division is responsible for requirements: a) Changes in size or design resulting in an increase or decrease of greater than ten percent (10%) of square footage or density of Units. b) Changes in the mix of Units. C) Changes in the total number of Units. d) Changes in the building approved by the Development Services Department, may include exterior finishing materials affecting architectural appearance or functional use and operation of the Project. 131Pagc e) Material changes in size or placement of public service or handicapped facilities; or material changes in general pedestrian or vehicular circulation in, around or through any public areas of the Project as these items are often requirements of grant funding. f) Material changes in landscaping or in size or quality of exterior pavement, pedestrian walkways, parkways, or any areas shown and specified in the Final Plans. 6.3 Preparation of Preliminary Plans. Builder shall prepare the Preliminary Plans for the Property and submit them to the Development Services Department and provide copies to the Housing Division as indicated on the Schedule of Performance. The Preliminary Plans shall be consistent with the Conceptual Plans that were used to make the 'decision to fund the Project. The Housing Division and the Builder shall hold regular progress meetings as necessary to coordinate the payment of agreed upon funding. 6.4.1 Purpose of Review and AMroval for Funding. Project Coordinator's review of all Plans is only to ensure the Project complies with funding sources to assure that City funds which may be obligated under this DFA are used as intended by the City. Approval of the Final Plans must conform to funding source requirements in order to effectuate payment under this DFA. The Housing Division does not provide any assurance of the adequacy or correctness of the Plans. Project Coordinator must ensure that the Final Plans conform to the Preliminary Plans and Scope of Development in order to remit paynments under this DFA. 6.4.2 Misrepresentation. After the Prtject Coordinator approves the Preliminary Plans, or the Ficial . Plans, and communicates this to the Builder; then, receives a communication or notification that any part or pprtion of the Plans previously approved have been changed; the 'Proj ct Coordinator may claire., 'amaterial misrepresenting by the Builder, regarding the Plans in question. Nothing in this Section shall be construed to preclude or limit the rights or claims of the City with regard to such misrepresentations, including the City's ability to rescind Plan approval. 6.4.3 Concurrent Review. The parties will use reasonable efforts to have the Final Plans reviewed by the'roject Coordinator prior to or concurrently with the review of the Project by the:ity of Redding:,: 6.5 Mitigation Under Environmental Acts. Builder, at Builder's cost, shall comply with all measures, if any, required under California Environmental Quality Act (CEQA) or the National Environmental policy Act (NEPA) to mitigate negative impacts of the Project. 7. Conditions Precedent to Construction. 7.1 Conditions Precedent to Construction. In addition to all of the conditions precedent Listed under Section 4.3 and such other conditions precedent that may be provided for in the Purchase Agreement the Builder shall not begin construction until the following conditions precedent have been satisfied or waived by the City: 7.1.1 Escrow has closed in accordance with the terms of the Purchase Agreement and this DFA; 141Page 7.1.2 The Builder has obtained all consents, approvals, entitlements, and permits required for construction and has completed the approved procurement process; 7.1.3 The Builder must provide the Housing Division construction bid documents, construction contract and final selection of the general contractor for the Project and Builder has must submit satisfactory evidence of all required bonds, if applicable; 7.1.4 The Builder has obtained the proper building permits from the City; 7.1.5 The Builder has requested notice to proceed from the City, and the City has notified the Builder in writing that they may proceed with construction, and 7.1.6 The Builder has issued a notice to proc contract, if any. 7.1.7 All approvals from all gov for planning and construction have been received. 8. Development of the Project. 8.1 Project Budget. At the times called for in Builder shall provide a complete final Project Budget for th+ the Project in a form and with specificity reasonably satisf including all "hard" and "soft" costs for the Project and contracts. Such final Project Budget shall be substantially in Project Budget. the executed construction provide approval Schedule of Performance, the velopment and construction of ry, to the Project Coordinator, lecting, as possible, executed formance with the Preliminary 8.2 Disbursement ofCity Loan. The parties agree that upon close of escrow pursuant to the Purchase Agreement and Escrow Instructions, the proceeds of the City Loan will be placed into a non-interest-bearing accountcontrolled by t6 City's Finance Department or kept in an escrow account with the selected title company for project disbursements. The Builder and City agree that City Loan funds will not be 'disbursed prior to applicable Environmental Review analysis ad approval.' Each and any disbursement of funds from this account shall require a written authorization signed by the Project Coordinator authorizing the release of the requested disbursement. The Project Coordinator shall provide such written approval, which shall not be unreasonalY,ithheld, within fifteen (1.5) business days of receipt of the request from Builder. 8'2."t,, Disbursement Prior to Construction. Pursuant to Section 8.2 and subsequent to the close of escrow, upon Builder's submittal to the City of satisfactory evidence of Other Financing in an amount sufficient to allow the construction of the Project, the parties agree that a portion of the City Loan proceeds may be utilized by Builder to assist with costs related to completion of the Final Plans and to secure permits required for the construction of the Project. All disbursements shall be based upon documentation of costs submitted by Builder. The Builder understands that only portions of the City Assistance may pay for only certain costs associated with the Project. A detail of what funds may pay for what portion of the Project is detailed in Exhibit 1.1. Such documentation will be subject to review and authorization for payment by the Project Coordinator. Builder agrees to provide such documentation as may be determined by the Project Coordinator as necessary. 151Page 8.2.2 Disbursement during Construction. Prior to any disbursement of City Loan proceeds for construction, the Project Coordinator and Builder shall develop a mutually agreeable disbursement format. This format shall include certifications from the Builder, as Owner Builder, and Project Coordinator that all materials and construction included in the request for disbursement are consistent with approved Plans and supplemental specifications and that all materials have been delivered to either the Property or installed and inspected as required. All disbursements shall be based on a percentage of completion and all disbursements shall reflect ten percent (10%) retention not including the costs of stored materials. (Retention shall be released following the recording of the Notice of Completion and successful completion of the 30 -Day mechanics lien period.) Each draw request submitted will be complete with any required lien releases from subcontractors included with the draw request: The City Loan proceeds shall be disbursed agreed upon draw schedule described above. Disbursement the construction component(s) upon which the draw request is by the Project Coordinator. Disbursements shall be document shall not exceed aggregate amounts set forth in the accepted and construction contract(s) for the Project. Any,r&visions of the Builder in a Change Order form, a copy of which attached City acknowledge that it shall be the sole responsibility of written authorization for any request for disbursement. 8.3 Bonds/Surety /T� Project Guara agrees to provide to the City a performance completion of the Project according to the labor by the contractor to li bcontracto accordance with the mutually 11 be based upon satisfaction of used, as determined in good faith by paid invoices or receipts and I approved fiii,l Project Budget budget will be documented by rete as Exhibit 17. Builder and Builder to obtain the required to the start bf construction, the Builder r bond, or project guarantee to ensure the DFA, and payment of the materials and -ial suppliers. The form of the bond or guarantee is subject to the City of Redding City Attorney's approval. The bond or guarantee shall be in the amount nd.be subiet to the terms noted below: 8.3.1 The bond, guarantee or form of security shall be for no less than one I percent (100%) of the City's pledged Assistance, including grants, secured to the y in superior position to the City's loan. 8.3.2 The Builder shall pay all bond premiums, costs, and incidentals. 8:3.3 Should any surety or guarantee at any time become unsatisfactory to the City, notice will be given to the Builder to that effect. No further disbursements shall be deemed due or will be made under the contract until a new surety or guarantee is approved by the City and their counsel. 8.4 Construction. Builder shall construct the Project according to the requirements established in this DFA, including but not limited to the Scope of Development, Schedule of Performance and the Final Plans. In the event that the cost of construction of the Project, or any part of the Project exceeds the costs projected by Builder, Builder shall, nevertheless, bear the responsibility to complete, at Builder's cost, the construction of the Improvements in accordance with this DFA. The parties agree that such obligations of Builder shall be covenants running with the land and that they shall, in any event, and without regard to technical classification or designation, be to the fullest extent permitted by law and equity, binding for the benefit of the City and enforceable by the City against the Builder, its successors and assigns. 161Pag 8.5 Substantial Changes. Builder covenants and agrees that Builder shall not make or permit to be made any construction of the Improvements which incorporates a Substantial Change in the Plans, as described in Subsection 6.2.3, without providing such information to the Housing Division's Project Coordinator to ensure such changes comply with the Housing Division's funding of the Project. The City's Development Services Department is responsible for approving any construction deviations from the Final Plans. 8.6 Changes During Construction. Once construction has commenced, Builder shall, prior to their occurrence, notify the Project Coordinator of all Substantial Changes (as that term is defined in Subsection 6.2.3) as such changes may result in a material net increase in cost or extend the period of construction beyond the Completion Date. The Builder must indicate how any Project Cost overruns are going to be paid for. The increase of Project cost is the responsibility of the Builder and in no way obligates the Housing Division to any increase in funding. The Project Coordinator shall confirm with the Builder how each Change Order will affect the financial status of the Project no later than fifte#n (15) business days from the Day the Change Order is received by the Project Coordinator.,, The Builder and the -City acknowledge that it shall be the sole responsibility of the Builder to obtain the Project Coordinator's written authorization for any Change Order. 8.7 No Construction Over Utility Easements. B; Improvements on, over, or within the boundary lines of any Property, unless such construction is provided for in such writing by the beneficiary of the easement. 8.8 Requirements Prior to Construeti Property shall be undertaken by the Builder unti conditions precedent to construction of the Imp; all government agencies from which ;approval is shall not construct any of the ment for public utilities on the lent or has been approved in ction of the Improvements on the [filled (or City has waived) all the the Plans have been approved by 8.9 Commencement and Completion of Construction. Builder shall promptly begin and thereafter diligently pursue to complete the construction of the Improvements and the development of the Property in accordance with the provisions of this DFA and at the times specified: -in the Schedule of Performance; and complete construction not later than the date set forth:' the Schedule of Performance. 8.10 ]JReports. During the period of construction, the Builder shall submit to the City a written report of the progress cif the work once a month. The report shall be in such form and detail as may reasonably be required by the City and shall include a reasonable number of construction photographs taken since the last report if requested by the City. 8.11 Local State and Federal Laws. The Builder shall carry out the construction of the Project in conformity with all applicable laws, including all applicable federal and state labor standards. In addition to the indemnity provided in this DFA, Builder hereby agrees to indemnify, defend, protect and hold the City harmless from and against any and all liability, damages, penalties, claims, suits, actions, proceedings, loss, cost or expense (including, but not limited to, attorney's fees and court costs) arising out of the failure of Builder to comply with the Prevailing Wage Law (Labor Code section 1720 et seq.) including, but not limited to the payment of prevailing wages, if required by law in connection with the activities authorized by this Agreement. 171Pgc Developer further agrees to waive all claims and causes of action it may have against City pursuant to Labor Code section 1781. 8.12 Anti -Discrimination During Construction. The Builder for itself and its successors and assigns, agrees that the following provisions shall apply to, and be contained in all contracts and subcontracts for the construction of the Improvements. (For purposes of this Section 8.12 Builder shall also mean Contractor or Subcontractor.) 8.12.1 Employ. The Builder shall not discriminate against any employee or applicant for employment because of race, color, religion, creed, age, disability, sex, sexual. orientation, marital status, ancestry or national origin. The Builder shall ensure that applicants are employed, and that employees are treated during employment, without' regard to their race, color, religion, creed, age, disability, sex, sexual orientation, marital status, ancestry or national origin. Such action shall include, but not limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layout or termination; rates of pay or other forms of compensation; and selection for training; including apprenticeship. The Builder agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrim nt tion clause. 8.12.2 Advertising. The Builder will, in all; solicitations or advertisements for employees placed by or on behalf of the Builder, state that all qualified applicants will receive consideration for employment without regard to race, color, `religion, creed, age, disability, sex, sexual orientation, marital status, ancestry or national origin. 8.13 Public Improvements. Subject to the proiions ofthis DFA, the Builder shall at Builder's expense, undertake and complete any modification, construction, relocation or improvement of public facilities, improvements and utilities on or for the development of the Property that is a condition of a use permit four, the Property. Builder shall enter into any improvement agreement required by the City for the construction of such public improvements. Property. Builder shall permit City representatives' access, exty at any time and for any purpose which City reasonably obligations and protect its interests under the DFA. Purposes lout limitation, inspection of all work being performed in of the Improvements. Any City personnel entering on the er shall register immediately at Builder's Construction office, ;nee and shall wear proper clothing and safety equipment. 8.15 Project Sign. Builder shall place a weatherproof project sign, approximately eight (8) feet by four (4) feet, on the Property during construction stating the participant names which include, but are not limited to, the Builder, architect, general contractor, and funding sources (Lenders and City). The City logo on the sign shall be in letters not less than the size of letters used to name the lenders for the Project. A fair housing symbol shall be placed on the sign. Builder shall consult with the Project Coordinator for the exact requirements. 8.16 Non -Substantial Changes. Non -Substantial Changes to this agreement that do not involve funding increases for the project may be approved by the Project Coordinator. 8.17 Notification of Contractors, Architects and Engineers. Builder shall notify its Project Contractors, architects and engineers in writing of the requirements of this DFA. Builder 18(1'age shall include, where applicable, the provisions of this DFA in contracts and subcontracts for the Project, and Builder shall enforce such provisions. 8.18 Supervision of the Work. Builder shall be solely responsible for monitoring all construction, ensuring that the construction is performed in a workmanlike manner, and enforcing the terms of this DFA and the construction contracts. City inspections of construction are made solely for assuring Builder's performance under this DFA and protecting City's security interest in the Property. 8.19 Certificate of Completion. After the City has determined that Builder has completed the Improvements in accordance with Builder's obligations under this DFA and Builder has recorded a Notice of Completion, following the successful 30 -Day lien period, the City will furnish the Builder with a Certificate of Completion in a form suitable for recording in the Official Records of Shasta County and certifying such completion. Such certification shall be a conclusive determination of satisfaction and termination of the agreements and covenants in the DFA with respect to the obligations of the Builder to construct the Improvements and of the dates for the commencement and completion of construction, subject to any qualifications or limitations stated in such certification except as to those breaches of contrail ar defects in construction that could not have reasonably been discovered by the City at the time of issuance of the Certificate of Completion. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any governmental requirements other than City or any obligation of the Builder to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance all or any part of the Improvements. 8.19.1 Refusal to Issue. If t] Completion within five Builder with a written ,$ failed to complete the otherwise in default, and the Builder to take or pe to issue a Certificate of order comvellinu Citv to a s days rating in in accoi or acts it shall rse or fail to provide a Certificate of written request by the Builder, provide the -quate detail in what respects the Builder has mce with the provisions of the DFA, or is iU,e necessary, in the opinion of the City, for ,chf certification. If the City wrongfully refuses 5) business days, Builder may seek a writ or 9.1 Uses. The Builder covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property, that during construction and through the City Affordability Period (as herein described) the Builder, its successors and assigns, shall devote, use, operate, and maintain the Property in accordance with the City Declaration of Rent Restrictions, Agreement Containing Covenants and this DFA. All uses conducted on the Property, including, without limitation, all activities undertaken by the Builder pursuant to this DFA, shall conform to all applicable provisions of the City of Redding Municipal Code, and any restrictions of record or any of the recorded documents against the Property. 9.2 Nonresidential/Commercial Office Space. Builder shall construct the commercial portion of the Project on the first floor according to funding source requirements and the Final Plans. 9.3 Affordable Housing. 191Page 9.3.1 Number and Type of Units; Income Eligibility. The Builder agrees to develop on the Project Site a minimum of twelve residential rental units consisting of zero - bedroom, one -bedroom or two-bedroom units and such other amenities necessary and incidental to such rental uses as specified in this DFA, the City Declaration of Rent Restrictions, and the Final Plans. The Builder shall make all Units available to, restrict occupancy to, and rent to Lower -Income Households as dictated by the funding sources. 9.3.2 Duration of Affordability. The Units shall remain available for rent to and occupied by persons or families with incomes that do not exceed that of Lower -Income Households at an Affordable Rent throughout the Affordability Period. The City and Builder agree to enter into a separate and binding City Declaration of Rent Restrictions. The City and Builder shall each execute such document and submit to the Escrow Agent for recording against the Property prior to close of escrow as described more fully in Section 4.3 of this DFA and the Purchase Agreement and Escrow Instructions. The covenants contained in the City, in effect throughout the Affordability Period, and ii City shall not affect the Builder's obligations under 9.3.3 Determination of Afforda Affordable Unit shall be rented at an Affordabl Health and Safety Code or the funding source As of the approval of this DFA, the following ft for the Units: For Lower -Income Units: One - percent (60%) of the Area Mediad Income ai applicable to Shasta County, as determined by Urban Development. Rent in tion of Rent Restrictions shall remain of a Certificate of Completion by the ument. r the Income Qualifying; Units. Each ccorda ce with Section 50053 of the for the rent of the unit(s) if stricter. -sents the maximum Affordable Rent (1/12) of thirty percent (30%) of sixty for family size appropriate to the unit ited States Department of Housing and 9.3.4 Monitoring of the Income Qualifying Units. The Builder, his designee, or his successor shall prepare and submit a`" certification report annually to the City during the Affcirdability Period. The report shall identify each Affordable Unit, the rental rate, and the income and:f ily size of the occupants, as well as any other project information that is required by the funding pnrce(s) and requested by City. The required income information shall be supplied by the tenant in the Form of source documentation kept at the Project Site and shall be available for City review at elle City's request. 9.4 Management and Maintenance. The Builder shall manage and maintain, or cause to be managed and maintained, the improvements. The Builder shall maintain the Project Site in good condition throughout the affordability period. The Builder shall keep parking areas, lighting fixtures, trash enclosures, and all areas which can be seen from adjacent streets, free from any accumulation of debris or waste materials by regularly scheduled maintenance. The Builder shall maintain the planted areas and all landscaping for the life of the affordability period. Maintenance shall include, but not be limited to watering, weeding, mowing, cultivating, pruning, staking and tying, trash pick-up and removal, and repairing any damage caused by pedestrian or vehicle encroachment into the planting and/or turf areas. 201Pa,ge If at any time the Builder fails to maintain such areas in the manner required pursuant to this DFA, and said condition is not corrected upon written notice by the City pursuant to Section 16.1 of this DFA, the City may, but shall not be obligated to, perform the necessary maintenance and the Builder shall pay such costs as are reasonably incurred for such maintenance, together with interest at the maximum lawful rate until full payment is made to the City. The monies expended by the City shall become a lien against the Project Site which shall be junior and subordinate to deeds of trust for financing or refinancing of the improvements as allowed pursuant to this DFA. 10. �i covenants and agrees for itself, its successors, its assigns and every any part of the Property that the Builder, such successors and such a 10.1 Nondiscrimination. Builder, its successors and assign the basis of race, color, religion, creed, age, disability, sex, sexual ancestry or national origin in the sale, lease or rental or in the use or and the Improvements. 10.2 Payment of Taxes, Assessments, Encu prior to delinquency all real estate taxes and assessor all times following close of escrow on the sale of the Builder shall not allow to be placed on the Property lien other than such deeds of trust as the Builder.., financing related to the development of the Property the City. The Builder shall promptly remove or satin part of the Property. Nothin:eontained in this DFA contesting the validity or amounts of any tax assessm remedies available to�tho Builder in respect to suchco 10.3 Effect and and covf with the in V.grL. The Builder or -in -interest to all or s shall act as follows: not discriminate on Lion, marital status, ncy of the Property -nbrances and Liens. The Builder shall pay ents assessed and levied on the Property, at Property by the City to the Builder. The any mortgage, trust deed, encumbrance or may grant tri :secure construction or other nriless expressly authorized by this DFA or satisfy aftlvy or'attachment made on all or any shall prohibit the Builder from reasonably ent, encumbrance or lien, nor to limit the ,ation of Covenants. 1 It is intended and agreed that the agreements e City Declaration of Rent Restrictions shall be covenants running servitudes thereon and that they shall, in any event, and without :ions or designation, be binding, to the fullest extent permitted by (and in favor of, and enforceable by, the City, the City's successors Mmental entity acting within its authority and any successor in ,Property against the Builder, its successors and assigns and every any part of the Property, and any party in possession or occupancy ntracting party or parties or other transferees under this DFA. 10.4 Effect of Violation. The City is deemed the beneficiary of the terms and provisions of this DFA, the City Declaration of Rent Restrictions, and the covenants running with the land, both for its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose benefit this DFA and the covenants running with the land have been provided. The DFA, the City Declaration of Rent Restrictions, and the covenants shall run in favor of the City without regard to whether the City has had or does have any interest in the Property. 11. Indemnification. Builder hereby agrees to protect, defend, indemnify and hold harmless, City, its officers, elected or appointed officials, employees, agents and volunteers from and 211Page against any and all claims, damages, losses, expenses, judgments, demands, penalties, fines, defense costs, and consequential damage or liability of any kind or nature, however caused, arising directly or indirectly out of the obligations or operations herein undertaken by Builder, but only to the extent such damage or liability is caused in whole or in part by any act or omission of the Builder, any contractors or subcontractors of Builder or anyone for whose acts Builder may be liable, including, but not limited to, concurrent active or passive negligence, except where caused by the active negligence, sole negligence or willful misconduct of the City or resulting or arising from allegations that the City failed to administer the program in accordance with applicable law. Builder will conduct all defense at its sole cost and expense and City shall have right to approve or disapprove legal counsel defendinhthe City. City shall be reimbursed for all costs and attorney's fees incurred in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable, but it is the intent of the parties that nothing in this provision is intended to otherwise reduce any insurance coverage on any policy of insurance held by the Builder or its subcontractors to which the City would otherwise be entitled to in the absene of this provision; accordingly the indemnity obligations hereunder shall not apply to this extent this indemnity, would reduce or eliminate existing insurance coverage that would inure directly or indirectly to lie benefit of the City. The policy limits do not act as a limitation upon the amount of indemiioation to be provided by Builder. This Section 11 shall survive the termination of this DFA, lrrespective of the reason for its termination, until a date that is ten (10) years following the date the City furnishes the Builder a "Certificate of Completion;" provided however that nothing in this provision is intended to extend the statute of limitations by which any ,parry other than the City can bring their claim. 12. Insurance Requirements and Public Safety Protectiotis. Builder shall promptly take steps to protect the public frorn the risk of injury Whether from the condition of the Property or Builder's activities in connection with the Property. The Builder shall obtain and maintain, or require the contractor,and subcontractors for the Project to purchase and maintain the following insurance for claims which may result from the operations under the DFA of the Builder, any contractor, subcontractor or anyone directly or indirectly employed by any of them, or by anyone for whose acts anv of them may be liable: 12.1 Builder Insurance Requirements. Builder shall procure and maintain for the duration f the DFA insurance against claims for injuries to persons or damages to property which may ase from or in ponnection with Builder's activities hereunder. The cost of such insurance shallbe borne by Builder. Builder shall maintain the following noted insurance: Coverage Required Not Required Commercial General Liability X (If Contractor does not carry) Comprehensive Vehicle Liability X Workers Compensation and Employee Liability X Builder's Risk/Course of Construction X (During Construction) Hazard/All Risks X (Following Construction) 12.1.1 Course of Construction/Builder's Risk Insurance. Builder shall provide proof of Course of Construction/Builder's Risk Insurance providing coverage for "all risks" of 221hagc loss during the construction phase of the Project in the amount of the City Assistance as stated in Section 3 of this DFA. This amount totals the sum of all grants, seller carry back loan, or any other loan. The value of this number calculates to $2,705,882.00. 12.1.2 Hazard Insurance. Following completion of construction, Builder shall keep the improvements now existing or hereafter erected on the Project Site insured for full replacement value against loss by fire, hazards included within the term "extended coverage," and such other hazards as the City may require and in such amounts for the full remaining term of the DFA. 12.1.3 The obligation to indemnify, protect, c in this Section applies to all claims and liability regardless of applicable. The policy limits of said insurance policies do not of indemnification to be provided by Contractor. 12.1.4 The City does not accept wording "but only in the event of a named in limiting the insured's insurance responsibility. 12.1.5 Contractor shall designate the Redding, CA 96001 as a Certificate Holder of the in certificates of insurance and original endorsements clause. Certificates and endorsements shall be submit system. A link will be provided for the Contractor, of documents directly to PINS Advantage. The certific policy are to be signed by ton authorized by the s sole endorsements are to be received and approved In PINS prior to the commencement of contracted serviceg:.�City adequate certificates of insurance and endorsements described above or provided in a timely manner.. id hold harmless set forth any insurance policies are imitation upon the amount s or endorsements with the ice" or any other verbiage ity of Redding, 777 Cypress Avenue, ance Contractor shall furnish City with fecting the coverages required by this 1 electronically via the PINS Advantage ;eir insurance agent, to enter and upload s end endorsements for each insurance ;uret',to bind coverage on its behalf. All Advantage by the City's Risk Manager may withhold payments to Contractor if required have not been submitted as Sub -Contractor (General Contractor) Insurance Requirements. During the this DFA, Builder shall ensure that the General Contractor maintains the following Required Not Required Commercial General Liability X Comprehensive Vehicle Liability X Workers Compensation and Employee Liability X Builder's Risk/Course of Construction X Hazard/All Risks X 12.2.1 Minimum Scope and Limits of Insurance. Coverage shall be at least as broad as: (a) Insurance Services Office form number CG -0001, Commercial General Liability Insurance, in an amount not less than $1,000,000 per occurrence $2,000,000 general aggregate for bodily injury, personal injury and property damage; 2311'ag (b) Insurance Services Office form number CA -0001, Comprehensive Automobile Liability Insurance, which provides for total limits of not less than $1,000,000 combined single limits per accident applicable to all owned/non-owned and hired vehicles; (c) Statutory Workers Compensation required by the Labor Code of the State of California and Employers' Liability Insurance in an amount not less than $1,000,000 per occurrence. Both the Workers Compensation and Employers' Liability policy shall contain the insurer's waiver of subrogation in favor of the City, its elected officials, officers, agents, employees and volunteers; (d) Deductibles and Self -Insured Retentions: Any deductibles or self- insured retentions, and any modifications thereof, must be declared to and approved by the Risk Coordinator of the City of Redding. 12.3 Other Insurance Provisions. The general liability policy is=to contain, or be endorsed to contain, the following provisions: (a) The City, its officers, officials, employees, agents, and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of Builder; products and completed operations of the Builder; premises owned, occupied, or used by the Builder. The coverage shall contain no special limitations of the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. (b) Builder's insurance coverage shall be primary insurance as respects the City, its officers;-pfficials, employees, agents, and volunteers. Any insurance or self- insurance maintained by the ICity, its officers, officials, employees, agents, or volunteers shall be excess of Builder's insurance and shall not contribute with it. (c) Each insurance policy, required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) mays prior written notice has been given to the entity. (d),All insurance policies and renewals thereof shall be in form acceptable to the City. Builde ` shall promptly furnish to City copies of all renewal notices and all. receipts of paid premiums. In the event of loss, Builder shall give prompt notice to the insurance carrier and City. City may make proof of loss if not made promptly by Builder. 12.4 Acceptabilityof Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANII. 12.5 Verification of Coverage. Builder shall furnish the Risk Manager of the City of Redding with certificates of insurance and original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the Risk Manager of the City of Redding as a condition precedent to the obligation of the City to transfer the Property to Builder. 12.6 Failure to Maintain. If Builder fails to obtain or maintain, or cause to be obtained and maintained, any insurance required by this DFA, the City shall have the right to purchase the 2411)age insurance and Builder shall reimburse the full costs to City of obtaining such insurance. 13. Prohibitions Against Assignment and Transfer. 13.1 Builder may not assign or otherwise transfer Builder's rights or obligations under this DFA without the prior written consent of City. 13.2 City has entered into this DFA in reliance upon the identities and qualifications of the Builder. Builder may not change or modify the Development Team without the prior written consent of City. 13.3 Prohibition Against Transfer of Interest. Builder and Builder shall inform any successors in interest, of the I to restriction of federal and State securities regulation and Completion, Builder shall not permit transfers of ownershi management authority or fiscal ability with respect to -U' parties in control of the Builder, by any method or mean transfer, increased capitalization, merger withanothe amendments, or otherwise. With respect to this provision, authority to agree to and bind Builder to this provision. 13.4 Prohibiti 13.4.1 Transfer or Assignmen obtain the financing approved by City or as pi the issuance of the Certificate of Completic transfer of any interest in the DSA without the sents that it is informed, f this Section 14. Subject nuance of a Certificate of w1d result in a change in uitcter or, with" respect to any of the s, including, but not limited to sale, r corporation, corporate ' or other the Builder represents: that it has the iterests in the DFA. Except as required to -d in Section 113.1, Builder shall not, prior to [ke any i1al' or partial sale, assignment or written approval of the City. 13.4,2 'Transfer or Assignment of interests in the Property. Except as required to obtain financing, Builder shall not, prior to the issuance of the Certificate of Completion, make any total or partial sale, assignment or transfer of any interest in the Property without the prior written approval of the City. 13.4.3 Conditions of Approval. City shall be entitled to require the following as conditions to any approval gfany assignment or transfer of any interest in the Property, the DFA, or the Buifdoi. 1 (a) •;Qualifications and Financial Responsibility. Any proposed transferee shall have the qualifications and financial responsibility, as determined by City, necessary and adequate to fulfill Builder's obligations under the DFA (or, in the event of transfer of a part of the Property, such obligations to the extent that they relate to such part). (b) Assumption of Obligations. Any proposed transferee shall, for itself and its successors and assigns, expressly assume all of Builder's obligations under the DFA and shall agree to be subject to all the conditions and restrictions to which Builder is subject (or, in the event the transfer is of or relates to part of the Property, such obligations, conditions and restrictions to the extent that they relate to such part). Said assumption of obligations shall be in writing in recordable form approved by City and shall expressly be for the benefit of City. The fact that any such transferee shall not have assumed such obligations or so agreed, shall not relieve such transferee from such obligations, conditions, or restrictions, or deprive the City of 251Page any rights or remedies or controls with respect to all or any part of the Property or this DFA that the City would have had, had there been no such transfer or change. (c) Review of Documents. Builder shall submit to the City for review all legal documents involved in effecting such transfer. Such documents shall be subject to City's prior written approval. (d) Limits on Consideration. Prior to issuance of the Certificate of Completion, the consideration payable for the transfer by such transferee of any interest in the Property or the DFA shall not exceed One Hundred Fifty -Three Thousand and No/100 Dollars ($153,000.00) which shall be paid to City, and which represents the current fair market value of the Property, and, in addition, the actual costs incurred for the; design and construction of Improvements, if any, actually made on the Property subject to the transfer. It is the intent of this provision to preclude assignment of the DFA or transfer of the Property for profit prior to the completion of the Improvements. The transferee's obligation to pay One Hundred Fifty -Three Thousand and No/100 Dollars ($153,000.00) to the City may satisfied by the transferee's assumption of the City Note. (e) Other Conditions. " Builder and such transferee shall comply with such other conditions as City may find necessary and reasonable in order to achieve and safeguard the purposes of the DFA. 13.5 Builder Obligations Not Relieved by the City to the contrary, no such transfer or a Builder, or any other party bound in any way by DFA. 14. Special Provisions. 14.1 City Requirements. The City is a relieved of any ordinances or fees of the City of., City in exercise of its authority. 15. and Lender's In the absence of specific written agreement ,royal of transfeby the City shall relieve the e DFA, from any of its obligations under the gn1 entity and the Builder is not by this DFA -dding, except to the extent superseded by the 15.1' Limitation ontucumbrances. Prior to the completion of the Project, the Builder of the Property `�,shall not engage in any financing or any other transaction creating any encumbrance or 'lien on the P perty, whether by express agreement or operation of law, except to obtain funds to be used only for actual construction costs of the Project and other expenditures necessary and appropriate to develop the Property in accordance with this DFA. Builder shall notify the City in advance of any proposed financing to be secured by the Property. In any event, Builder shall promptly notify City of any encumbrance or lien that has been created on or attached to the Property. If Builder is not in default of this DFA, and if City approves all of the construction financing documents, including the terms of any subordinate agreement, which approval shall not be unreasonably withheld, City will subordinate its Deed of Trust to the lien of a construction deed of trust for such financing. 15.2 Provisional Refinancing. Builder may, without City consent, refinance any indebtedness secured by an encumbrance which is superior to the Deed of Trust, provided that the refinanced encumbrance shall have the following characteristics: 261P a g 15.2.1 Amount. The refinanced encumbrance shall not secure indebtedness in a dollar amount greater than the dollar amount of the indebtedness to which the City's interest was originally subordinated. 15.2.2 Debt Service. The debt service of the refinanced indebtedness shall be an amount which does not exceed the amount of the debt service of the indebtedness to which the City's interest was originally subordinated. 15.2.3 No Monies to Builder. Builder shall receive no fees or monies as a result of the refinancing of the indebtedness of the Project. 15.2.4 Subordination Agreement. Subject to City approval, which approval shall not be unreasonably withheld, upon request, City shall execute any document reasonably required to evidence the subordination of the City Deed to a permitted indebtedness or refinancing. City shall not be required to subordinate the City's Declaration of Rent Restrictions pursuant to Section 15.2 and 15.6. 15.3 Lender's Option to Cure Defaults., After ; under the DFA, each Lender (or any successor thereof) s tender the default to the Builder for cure or remedy by the I the default within a reasonable time allowed to Builder and the default. However, such cure by the Lender(s) will add the Builder for noncompliance and subsequent default. limited to: attorney fees, penalties allowed under the law, i litigation or appeal as warranted in addition to existingdebt or at the option of the Lender(s). The Lender(s) may talo costs from the Builder for" efault of Builder's obligations lave the right, at its option, to -r.' ' Should the Builder not cure s DFA, the Lender(s) may cure .antial cost to be shouldered by casts may include but are not stJ s, costs, expenses of such he lien secured by the Property action necessary to recoup any 15.3.1 Should'' by breach or default by the Builder relate to the construction of the Project, the Lender(s) shall net undertake or continue the construction of the Project (beyond the extent necessary to conserve or protect Projector construction already made) unless Lender assumes in writing the Builder's obligations to complete the Project on the Property in the manner, provided in the DFA. Any Lender (or successor to Lender) who properly completes the Projpeoi; s provided in the DFA shall be entitled, upon written request made to the City, to receive a Certificate of COetion from the City in a manner provided in the DFA. Such certification shall mean that; any remedies or rights with respect to revesting of title to the Property that the, City may have because of Builder's failure to cure any default with respect to the construction of the Project on other parts of the Property, or because of any other default of the DFA by the Builder shall not apply to the part of the Property to which such Certification. relates. 15.4 Cit__Option to Pay Debt or Purchase Property. If, after Builder's default under the DFA and after sixty (60) Days prior written notice from the City, the Lender fails to exercise its option to construct the Project or undertakes, but does not diligently prosecute to completion, construction of the Project, City shall have the option, exercisable only by written notice to Lender within ten (10) Days after expiration of the sixty (60) Day period, to do one of the following: 15.4.1 Pam. City shall be entitled, at its option, to pay to the Lender the amount of the secured debt and acquire or terminate Lender's secured position. 271Page 15.4.2 Deed in Lieu. If title to the Property has vested in Lender by way of a deed in lieu of foreclosure, City shall be entitled, at its option within sixty (60) Days from notice to City of Lender's acceptance of such a deed, to a conveyance to it of the Property upon payment to Lender of an amount equal to the sum of the following: (a) The secured debt at the time of the deed in lieu of foreclosure (less application of rentals and other income received during foreclosure proceedings). (b) All expenses with respect to the deed in lieu of foreclosure. (c) The costs of any Improvements made by Lender. 15.4.3 Foreclosure. City shall have the right to bid at any foreclosure sale held by or for any Lender on the Property. 15.4.4 Eminent Domain. Nothing in power of eminent domain over the Property. 15.5 City's Option to Cure Loan Default. completion of the Improvements by the Builder, or any of any of its obligations under any mortgage or other in upon the Property, the City may at its option cure such of any applicable cure period (or sooner upon notice to entitled, in addition to any of its other rights or remedi all costs and expenses incurred by the City in curing six for such reimbursement, provided that any such lien s then existing liens on the:, Property authorized by the DF construction financing. the event of a S, to exercise of City's to the r in interest to Builder by reason creating an encumbrance or lien breach following the expiration ire which case the City shall be ,ribursement from the Builder of t and to a lien upon the Property abject always to the lien of any ,luding, but not limited to, any 15.6 Assurances to .Lenders. City and Builder shall in good faith consider making such reasonable modifications to this DFA and executing such further instruments and agreements as a Lender secured by an interest in the Property may reasonably request to acknowledge and protect such Lender's rights, provided such modifications, instruments and agreements do not materi4iy, adversely affect any party's rights or obligations under this DFA and provided such modifications, instruments, Axid agreements serve a material economic purpose. In conjunction with any rinncing the City agrees to provide Estoppel Certificate at the conclusion of the Project. This certificate will be' delivered to the Builder within 10 business days after receipt of the written reauest for the certificate 15.7 Inclusion in Loan and Security Instruments. Either: (a) City's rights and remedies under this Section 15.7shall be included in all loan and security instruments of Lender related to the Property; or (b) City and such Lender shall enter into an intercreditor agreement in a form and substance acceptable to City and its counsel, incorporating such rights and remedies. 15.8 Lender and Property. For the purposes of the DFA, the term "Lender" shall include all holders, including the Construction Lender, of any lien or encumbrance as security for a loan made to the Builder on all or any part of the Property and references to the Property shall. mean that portion of the Property so encumbered. 16. Defaults and Remedies. The provisions of this Section 16 are in addition to any 281P<gc provisions in the City Deed of Trust regarding default and remedies. Subject to any extension of time permitted by this DFA, a failure or delay by a party to perform any term or provision of this DFA constitutes a default of this DFA. 16.1 Cure. Except as otherwise provided in the DFA, if either party shall default in, or breach, the DFA, such party shall cure such default or breach within thirty (30) Days after receipt of written notice from the other parry of such default or breach. If the defaulting parry does not cure or demonstrate to the reasonable satisfaction of the other party that it has acted and continues to act promptly and diligently to cure the default within such time, the aggrieved party may declare an "Event of Default" and institute proceedings to cure and remedy such default or breach, including, but not limited to, proceedings to compel specific performance by the party in default. While neither party is relieved of any obligation under this DFA to give notice, mere failure to notify the other party shall not be deemed a waiver of the defaulting party's default. 16.2 T 16.2.1 Termination by City. If, prior to completion of construction of the Improvements by Builder and without City approval, Builder assigns any interest in the DFA or the Property (other than as permitted in this DFA), permits a change in the ownership or control in Builder in violation of this DFA, or fails to perform any obligation under the DFA, then City may elect to declare an Event of Default and terminate, subject to the cure period provided in Section 16.1 above, the DFA, at its option. In such event, the City reserves all remedies for any damages incurred. 16.2.2 Termination by Builder. If, prior completion of construction of the Improvements by Builder, City, fails to perform any obligati ci under the DFA, then Builder may elect to declare an Event of' DeAt and terminate, subject to the cure period provided in Section 16.1 above, the DFA; at its option. In such event, Builder reserves all remedies for specific performance and/or any -damages incurred. In no went shall the failure by the City to approve the Project or any Plans for the Project be deemed a,default by the City. 16.3 City Right. to Purchase After Termination. In addition to any other rights of City in the event of termination under Subsection 1.6.2.1, City shall have, for a period of six (6) months after such terminatio , the right to purchase the Property. The purchase price shall be the Fair Market Value of the p*erty or the total cost of the development improvements plus any outstanding City land loans completed to date on the Property, whichever is less. Any balance owing under the Mote shall be forgiven. Builder shall convey the Property immediately upon receipt of such purchase price. For purposes of this Section 16.3, total cost shall mean the cost of improvements completed to date by Builder as well as the value of land, as certified by a third -party accountant. 16.4 City Right of Reverter. This DFA is made on the condition that on or before March 26, 2026, Builder shall commence construction on the Property for which City has approved the Plans and specifications pursuant to this DFA. Builder shall diligently pursue completion of the Project on or before the date which is thirty (30) months after the Effective Date of this DFA. In addition to any other available remedy in law or equity, if Builder breaches this condition subsequent, then City or its successors and assigns, without paying any compensation for any buildings or other improvements on the Property and without making any compensation or incurring any liability for damages or losses of any kind, shall have the power to terminate all right, title, and interest in the Property of Builder, its heirs, successors and 2911'a g e assigns, in the manner provided by law for the exercise of this power of termination. Immediately on such a termination, Builder, its heirs, successors or assigns, shall forfeit all rights or title to the Property and the Property shall revert to City or its successors or assigns. The remedy set forth in this Section 16.4 may be exercised in the alternative to the right to purchase after termination provided in Section 16.3. 16.5 Other Rights and Remedies of City. City shall have the right to institute such actions or proceedings as it may deem desirable to carry out the purposes of this section, including the right to record in the public land records a written declaration of the termination of all the rights of the Builder in the Property provided by this DFA. 16.6 No Waiving by Delay. Any delay by a party in asserting any rights under this section shall not operate as a waiver of such rights or to deprive such party of, or limit, such rights in any way. Any waiver in fact made by a party with respect to any specific default shall not be considered as a waiver of the rights of such party with respect to any other defaults or with respect to the particular default except to the extent'specifically waived in writing. 16.7 Assignment of Contracts; Power -6f, Attorney. Subject to the nights of the Construction Lender and upon execution by the` City of appropriate assignment and assumption documents, in the event of termination under Subsection 16..2.1, all contracts with contractors, subcontractors, suppliers and other entities related to the construction of the Improvements and all sources of funds for construction of the Improvements to the extent assignable are irrevocably assigned by Builder to the City upon City demand. Upon the , City taking possession of the Property, the Builder irrevocably appoints the City as its attorney' in -fact with regard to the Property and Improvements, and related construction acrd,fitlancing agreements, until issuance of a Certificate of Occupancy fir the said improvements, whdh assignment is coupled with an interest. 16.8 Delay for Causes Beyond Control of Party. For the purposes of any of the provisions of the DFA, neither City inor Builder shaJ1' be considered in breach of, or default in, its obligations with respect to the Property or the Project, or the beginning, prosecution and completion of construction of the Improvements, if delay in the performance of such obligations is due to causes beyond the delayedparty's control and without its fault or negligence including, but ,not li�rnnited to, acts of Clod, acts of a public enemy, acts of any federal, state or local governmental body or City,, delays in availability, procurements or delivery of adequate materials, egirnent, supplied or personnel which are outside the control of Builder, acts of the other party, fires, floods, epidemics, discovery of protected species or historical artifacts upon the Property, discovery of pre-existing hazardous materials, quarantine restrictions, strikes, freight embargoes, a general moratorium on financing for projects of the same type, and unusually severe weather (as for example, floods, tornadoes, or hurricanes) or delays of subcontractors due to such causes. In the event of the occurrence of any such enforced delay, the time or times for performance of such obligations of the City and Builder shall be extended for the period of the enforced delay, provided that the party seeking the benefit of the provisions of this section shall, within thirty (30) Days after the party has or should have knowledge of any such enforced delay, have first notified the other party, in writing, of the delay and its cause, and requested an extension for the period of the enforced delay. In no event, however, shall any period of enforced delay exceed ninety (90) Days if the party claiming enforced delay has not demonstrated, to the reasonable satisfaction of the other party, that it has acted and continues to act promptly and diligently, to the extent reasonably possible, to terminate such enforced delay. 301Page 16.9 Rights and Remedies Cumulative. The rights and remedies of the parties to the DFA shall be cumulative, and the exercise by either parry of any one or more of such remedies shall not preclude the exercise by it, at the same or different times, of any other such remedies for the same default or breach or of any of its remedies for any other default or breach by the other party. No waiver made by either such party with respect to the performance of any obligation of the other party or any condition to its own obligation under the DFA shall be considered a waiver of any rights beyond those expressly waived in writing. 17. General Provisions. 17.1 Time for Actions. City and Builder shall each do the actions required of them, on or before the times specified in this DFA. Unless otherwise provided, City shall give required approvals or disapprovals within fourteen (14) Days after submission, except matters which must be decided by the Board of Directors of the City, which shall be decided within thirty (30) Days. 17.2 Counterparts. This DFA may be of which shall constitute one and the same instru 17.3 Priority of Contents of DFA. In DFA and the Exhibits, this DFA shall be given 1 17.4 Inspection of Books and Records. upon reasonable notice, to inspect the books and as necessary to assure compliance with the pros books and records as City may reasonably re, obligations under this DFA. 17.5 Fees CtaMmissions Gifts or Inter estate commissions, brokerage fees' or finder's ft Builder each represent that neither has engaged claims such a commission or fee, in connection coma City. incidental to it the parties with 111W (2) counterpart originals, each of a conflict between th terms of this City has the right, at all reasonable times and ecords of the'Builder>pertaining to the Project isions of this DFA. Builder shall keep such wire to assure Builder's performance of its U. Neither parry shall be liable for any real s which may arise from this DFA. City and my broker, agent or finder, and that neither ,with this DFA. Builder shall pay no fee or in the Loan to any employee or official of the Agreement. This DFA, all of the attached agreements, and all of the >lated in the DFA, integrates all of the terms and conditions related or ect matter,and supersedes all negotiations or previous agreements between ,let to its ubiect matter. 17.7 Waivers and Amendments. All waivers of the provisions of this DFA must be in writing and signed bythe appropriate authorities of the City or the Builder, and all amendments hereto must be in writing and signed by the appropriate authorities of the City and the Builder. However, minor amendments which do not result in a substantial or functional change to the original intent of the DFA and do not cause an increase to the maximum amount payable under this DFA may be agreed to in writing between Builder and the City Manager of the City. 1.7.8 Non -liability of City Officials and Employ. No member, official or employee of the City shall be personally liable to the Builder, 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 Builder or its successors, or on any obligations under the terms of this DFA. 311Pagc 17.9 Notices and Demands. Any notice, demand or other communication under the DFA by either party to the other shall be deemed to have been full and properly given when made in writing, enclosed in a sealed envelope, and deposited in the United States Post Office, certified mail, postage prepaid, to the addresses for Builder and City stated in Sections 1.5 and 1.8, respectively, or delivered by facsimile to the numbers listed for the Builder and City in Sections 1.5 and 1.8, respectively, and evidenced by a fax receipt. 17.10 Jurisdiction, Venue and Attorneys' Fees. 17.10.1 Jurisdiction and Venue. Any legal action(s) concerning the DFA or the performance of any party thereunder shall be brought only i the court of appropriate jurisdiction in the County of Shasta. The Builder and the City agree that jurisdiction and venue shall only be in said courts. 17.10.2 Attorneys' Fees. In the event any legal action, including arbitration, is brought by either party to this DFA to enforce this DFA, or for breach ofthis DFA or for a declaration of the rights and duties under this DFA, the prevailing party shall recover costs and reasonable attorney's fees in addition to any other relief to which that party maybe entitled. 17.10.3 No Party Deemed Drafter. In the event of a dispute between the parties hereto over the meaning of this DFA, no party shall be deemed to have been the drafter hereof, and the principle of law that contracts are construed against the drafter does not apply. 18. Parties to the Contract. Wi and associated Exhibits, age is intentionally left blank. 32111agc IN WITNESS WHEREOF, the parties have executed this DFA as of the Effective Date. BUILDER: CITY: FAITHWORKS COMMUNITY COALITION, CITY OF REDDING INC. CRYSTAL SPENCER TENESSA AUDETTE, Mayor Executive Director Tax ID No. 33-0805113 T: City Clerk CURTIS, CITY ATTORNEY 331I1gc LIST OF EXHIBITS EXHIBIT 1: Legal Description of Property EXHIBIT 2: Agreement Containing Covenants EXHIBIT 3: Memorandum of Development Funding Agreement EXHIBIT 4: City Declaration of Rent Restrictions EXHIBIT 5: Unit Mix EXHIBIT 6: Purchase Agreement and Escrow Instructions EXHIBIT 7: City Land Loan Deed of Trust EXHIBIT 8: City Land Loan Promissory Note EXHIBIT 9: City Deed of Trust EXHIBIT 10: City Promissory Note EXHIBIT 11: Preliminary Budget — Sources and Uses EXHIBIT 12: Scope of Development EXHIBIT 13: Schedule of Performances EXHIBIT 14: Reserved EXHIBIT 15: Notice of Completion EXHIBIT 16: Certificate of Completion EXHIBIT 17: Change Order EXHIBIT 18: Estoppel Certificate 3411 a g LEGAL DESCRIPTION THE LAND DESCRIBED HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SHASTA, CITY OF REDDING, DESCRIBED AS FOLLOWS: LOT 4, 5, AND 6 IN BLOCK 4, AS SHOWN ON THE MAP OF PARK SUBDIVISION RECORDED IN THE OFFICE OF THE COUNTY RECORDER MAY 25, 1936, IN BOOK 5 OF MAPS, AT PAGE 12, SHASTA COUNTY RECORDS. ASSESSOR'S PARCEL NO. 104-350-018-000, 104-350-018-019-000 AND 104-350-018-020- 000 35) age OFFICIAL BUSINESS: Document entitled to free recording Per Government Code section 27383. RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Redding 777 Cypress Avenue Redding, CA 96001 SPACE ABOVE THIS LINE FOR RECORDER'S USE AGREEMENT CONTAINING COVENANTS AFFECTINGREAL PROPERTY (815 Parkview Avenue, 825 Parkview Avenue and 2520 Leland Avenue) This Agreement is entered into this day of , 2025; Fly and between FAITHWORKS COMMUNITY COALITION, INC., a California nonprofit ec)rporation (the "Owner") and the CITY OF REDDING, a municipal corporation and general Iaw City (the «City„) WHEREAS, Owner is the ownei "A" attached hereto. The Property i Revitalization Plan (defined in the Rede City of Redding). NOW, 1. The P its assigns and every ("DFA' maint.in, the Property in for devejoent of the P defined in the D AND O to the have entered into a Disposition and Financing Agreement in which Owner agreed to purchase, develop, use and th `the DFA, and the City has agreed to sell the Property construct the Project in accordance with the Final Plans (as with the DFA; 1.3. Owner shall not transfer the Property or any portion thereof during the term of this Agreement, except: (a) in conformance with the DFA and the Declaration of Rent Restrictions (as defined in the DFA); or (b) with the prior written consent of City. 1.4. Owner shall incorporate the provisions of this Agreement in its declaration of covenants, conditions and restrictions. 1.5. The DFA was entered into on the condition that on or before , 2025, Owner shall, pursuant to valid building permit, commence construction on the Property of the Project for which City has approved the plans and specifications pursuant to the DFA, and that Owner shall diligently pursue completion of such. Project as provided for in the DFA. In addition to any other available remedy in law or equity, if Owner breaches this condition subsequent, then City or its successors and assigns, without paying any compensation for any buildings or other improvements on the Property and without making any compensation or incurring any liability for damages or losses of any kind, shall have the power to terminate all right, title, and interest in the property of Owner, its heirs, successors and assigns, in the manner provided by law for the exercise of this power of termination. Immediately on such a termination, Owner, its heirs, successors or assigns, shall forfeit all rights or title to the property and the property shall revert to City or its successors or assigns. 2. Covenants Against Discrimination. Owner herein covenants by and for itself and its successors and assigns, and all persons claiming under or through each of them, that there shall be no discrimination against or segregation of, any person or';group of persons on account of race, color, religion, creed, age, disability, sex, sexual orientation, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property herein conveyed, nor shall the Owner itself or any: person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of the Property herein conveyed. The foregoing covenant shall run with the land. All deeds, leases or contracts shah contain or be subject to substantially the following nondiscrimination or nonsegregation clauses. 2.1. In Deeds: "The grantee herein covenants by and for itself or himself, his heirs, executors, administrators and assigns. and all persons claiming under or through him that there shall be no discrimination against or� account of race, color, religion, creed, age, disab or national origin in the sale, lease, sublease, tra land herein conveyed, nor shah the grantee hirr him establish or permit any such practice or reference to the selection., location„ number, i subtenants or vendees in the land herein cone land." egation of any person or group of persons on sex, sexual orientation, marital status, ancestry r, use, .occupancy, tenure or enjoyment of the or any person claiming under or through it or Aices of discrimination or segregation with >r occupancy of tenants, lessees, sublessees, The foregoing covenants shall run with the 22. In Leases: "The lessee herein covenants by and for itself or himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and<this lease is made and accepted upon' and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, creed, age, disability, sex, sexual orientation, marital status, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, ;nor shall the lessee himself or any person claiming under or through him 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 land herein leased. The foregoing covenants shall run with the Land." 2.3. In Contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, creed, age, disability, sex, sexual orientation, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the transferee itself or himself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use 2 1 P a g e or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land. The foregoing covenants shall run with the land." 3. Use Covenants. The Property shall be utilized as approved by the City and any requested changes to the Property's use must be approved in writing by the City and its use or conduct shall not violate any law, ordinance, regulation or restriction of a governmental entity exercising proper jurisdiction. 4. Payment of Taxes, Assessments, Encumbrances and Liens. Owner shall pay, prior to delinquency, all real estate taxes and assessments assessed ani levied on the Property, other than taxes and assessments levied on parties other than Owner, Nothing contained in this Agreement shall prohibit the Owner from reasonably contesting the validity or amounts of any tax assessment, encumbrance or lien, nor to limit the remedies available to the Owner. 5. Maintenance and Restoration. Owner buildings, improvements, grounds and equipment in g, 5.1. Maintenance Standards. The Owner affirmative and ongoing obligation to prevent on the Property b) conditions dangerous to the public health, safety and genera constitute unsightly appearance or otherwise detract from the neighboring properties. The Owner and successor(s) shall' e performance standards for the maintenance and landscaping of 5.2. Appearance. including the .id successor(s) t, have the to occurrence of. a) fire hazards; welfare; and c) conditions which aesthetic and property values of [ere to the following minimum 5.2.1: The: exterior areas around the Property shall be kept free of rubbish, debris, trash, 4rbage and ether unsightly, or unsanitary materials. Trash or refuse cans, bins, boxes or other, such containers must be stored out of the public right of way. 5.2.2.There shall; be no" parking, storing or keeping of any large commercial type vehicle (dump truck, cementf mixer truck, oil or gas truck, etc.), or any recreational vehicle (camper unit, camper shell detached from a private passenger vehicle, motor home" trailer, boat trailer,, bile home or 'other similar vehicle), boats or any vehicle other than a private D ssen2er vehicle. 5.2.3.:Property or material such as lumber, salvage materials, broken or neglected equipment or wrecked-, dismantled or inoperable vehicles may not be stored at the Property. 5.2.4. Foundations, driveways and walkways are to be maintained in good condition and have no significant cracks that could jeopardize structural integrity or become unsightly. 5.2.5. No buildings abandoned, boarded up, partially destroyed or left in an umnaintained condition so that any of the following exists: (a) Building abandoned, boarded up, partially destroyed or left unreasonably in a state of partial construction. 31Pagc (b) Paint in such a condition as to: cause dry rot, warping and termite infestation; or constitute an unsightly appearance that detracts from the aesthetic value of the Property or surrounding properties. (c) Broken windows or missing glass constituting hazardous conditions and/or inviting trespassers and malicious mischief. (d) Graffiti remaining on any portion of the Property for a period exceeding five (5) Days. Landscape. Landscaping shall be absent of Grass in excess of six (6) inches Untrimmed hedges. 5.3.3 Dying trees, water or other necessary maintenance. 6. Term. in effect until the exn subject and that the agt the land an( to technical equity, fot the benei assigns, any tither gc all or any part of the in interest to all o References in this A transferees and any covenants. Trees and shrubbery from lack of pruning. to harbor rats or vermin. other vegetation. 3 of this Agreement shall remain The provisions contained in this Agreement are covenants which ierty, as covenants running with the land. Tt is intended and agreed Tenants provided in the Agreement shall be covenants running with udes on the land and that they shall, in any event, and without regard rr designation be binding, to the fullest extent permitted by law and Wfavor of,f, and enforceable by, the City, the City's successors and ntai entity acting within its authority and any successor in interest to .y ,against the Grantee, its successors and assigns and every successor )girt of the Property, and any other transferees under the DFA. ,nt to Owner shall include all such successors, assigns, occupants, party over which Owner can enforce its rights concerning such 8. Existing Covenants, Conditions & Restrictions. This Agreement shall supersede any covenants, conditions and restrictions that have been previously recorded by, or on behalf of, the City for the Property. 9. Rights of Obligees. The provisions of this Agreement do not limit the right of any obligee to exercise any of its remedies for the enforcement of any pledge or lien upon the Property; provided, however, that in the event of any foreclosure under any mortgage, deed of trust, or other lien or encumbrance, or a sale pursuant to any power of sale included in any such _41fg e mortgage or deed of trust the purchaser or purchasers and their successors and assigns and the Property shall be subject to all of the conditions, restrictions and covenants contained in this Agreement. 10. City as Beneficiary. The City and its successors and assigns are deemed the beneficiaries of the covenants contained in this Agreement, without regard to technical classification and designation. The covenants shall run in favor of the City and its successors and assigns without regard to whether the City has been, remains, or is an owner of any land or interest therein, and shall bind the Owner, its successors and assigns. Such beneficiaries shall have the right to exercise all rights and remedies and to maintain any actions or suits at law or in equity or other property proceedings to enforce the curing of such breach, to which it or any other beneficiaries of such covenants are entitled. In the event the City shall be abolished or its designation changed by or pursuant to law, its powers, rights and functions under this Agreement may be transferred to any other designated governmental office or City. 11. City Codes. Nothing contained in permitting the violation of any requirement of the ord Redding, it being the intent of this Agreement to IMI the requirements of any such ordinances, except that o 12. Modifications. City and its successors an( and assigns, shall have the right to consent and agree to cl part any of the covenants or restrictions contained in this tenant, lessee, easement holder, licensee, mortgagee, truss any other person or entity having any interest less than a f 13. Attc predicated on this from the non-prev, any post judgment pro, shal agreement shall be construed as or other laws or fuIcs of the City of litional restrictions ci er, and above ability as required by,'this DFA. igns, and Owner and its successors ;es in, or to eliminate in whole or in reeinent without the consent of any benefiiary under a deed or trust or If either Owner or City files any lawsuit against the other e ,prevailing party in such action shall be entitled to recover, > attorneys' fees; and all fees, costs, and expenses incurred in ,o collect or enforce any judgment and in any appeal. This judgment fees;, costs, and expenses is separate and several and regiment into any judgment on this agreement. ER OF PAGE INTENTIONALLY LEFT BLANK 5 1 P a IN WITNESS WHEREOF, the City and the Owner have executed this Agreement as of the date first above written. CITY: By: BARRY TIPPIN, City Manager APPROVED AS TO FORM: CHRISTIAN M. CURTIS, City Attorney "Please have Notary Public attach a OWNER: FAITHWORKS COMMUNITY COALITION, INC., a California nonprofit By: Name: CRYSTAL SPENCER signature and se orm with 61 P age EXHIBIT A TO AGREEMENT CONTAINING COVENANTS LEGAL DESCRIPTION ALL THAT CERTAIN REAL PROPERTY SITUATED IN CITY OF BEDDING, COUNTY OF SHASTA, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: LOT 4, 5, AND 6 OF BLOCK 4, AS SHOWN ON THE MAP OF PARK SUBDIVISION RECORDED IN THE OFFICE OF THE COUNTY RECORDER, MAY 25, 1936, IN BOOK 5 OF MAPS AT PAGE 12, SHASTA COUNTY RECORDS. Assessor's Parcel No. 104-350-018-000, 104-350-018-019-000 AND 104=350-01.8-020-000 � ■�� :� i�:�J� �►� IIS City of Redding 777 Cypress Avenue Redding, California 96001 No recording fee required pursuant to Government Code Section 27383 and 6103. SPACE ABOVE THIS LINE FOR RECORDER'S USE 815, 825 Parkview A THIS MEMORANDUM OF DISPOSITION MN this , 2025, by and between the FAITHWORKS COMMUNITY COALITION, INC., corporation, hereinafter referred as `Builder." G AGREEMENT 2520 Leland A LACING AGREEMENT is made OF ' REDDING ("City") and Fornia nonprofit public benefit City and Builder are parties to that certain Disposition and Financing Agreement with an effective date of 2025 (the "DFA"), the tens: and conditions of which are hereby incorporated by this reference as if set forth in full, herein .:,6c DFA controls the development and use of that certain real property, including improvements thereto, situated in the County of Shasta, State of California, and described as follows: ee Exhibit A] Dated: Dated: FAITHWORKS COMMUNITY COALITION, INC. a California nonprofit public benefit corporation By: By: Name: Barry Tippin Name: Crystal Spencer Title: City Manager Title: Executive Director **Please have Notary Public attach separate Acknowledgement Form with signature and seal** ►41010501MIMSplouTtlim17y1 LEGAL DESCRIPTION 815, 825 Parkview Avenue and 2520 Leland Avenue ALL THAT CERTAIN REAL PROPERTY SITUATED IN CITY OF REDDING, COUNTY OF SHASTA, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: LOT 4, 5, AND 6 OF BLOCK 4, AS SHOWN ON THE RECORDED IN THE OFFICE OF THE COUNTY RECOR OF Ass F PARK SUBDIVISION �Y 25, 1936, IN BOOK 5 I- EXHIBIT 4 RECORDING REQUESTED BY: City of Redding CITY BUSINESS - NO FEE Section 6103 of the Government Code of the State of California AND WHEN RECORDED MAIL TO: City of Redding 777 Cypress Avenue Redding, CA 96001 CITY OF REDDING DECLARATION OF RENT RES,' THIS DECLARATION OF RENT RESTRIC day of 2025, by and between corporation (the "City") and FAITHWORKS California nonprofit public benefit corporation (Faith A. FaithWorks is fee owner of rec "Site") located at 815, 825 Parkview Avenue and Shasta, State of California, legally described in thf of a Disposition and Financing Agreement da development, operation, and maintenance of a rr and a minimum of fourteen (14) residential units includes five (5) Income Qualifying Units for Property as herein defirt & TI (the "Declaration")s entered into the TY OF REDDING a municipal [UNITY COALITION, INC., a of that certain real property ("Real Property" or Leland Avenue,,,, the City of Redding, County of iched Exhibit "A'.- The Real Property is the subject 2025, for the acquisition, -ase develii meInt consisting of commercial space `Project"). "the residential portion of the Project er-Income Households to be located on the Real NOW, THEREFORE,' FOR GOOD AND VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1. Number of Units. The residential portion of the Project to be constructed on the Site consists of a minimum of fourteen (14) affordable housing units. FaithWorks agrees to make available, restrict occupancy to, and rent at an "Affordable Rent" the residential units as described in the DFA. "Lower -Income Household" shall mean a household with a total household income no greater than eighty percent (80%) of Shasta County median income, as determined by HUD from time to time, as set forth in Health and Safety Code Section 50079.5, as it exists as of the date of this Declaration. "Affordable Rent" shall have the meaning set forth in Health and Safety Code Section 50053, as it exists as of the date of this Declaration, as further defined in Paragraph 3 of this Declaration. "Affordability Period" shall mean a period commencing upon the date of issuance of a Certificate of Occupancy by the City of Redding Building Division for the Project and continuing for fifty-five (55) years. 2. Duration of Affordability of Income Qualifying Units. The Income Qualifying Units shall remain available for rent to and occupancy by Lower -Income Households at an Affordable Rent throughout the Affordability Period and shall "run with the land, and will bind and inure to the benefit of successors and assigns. Not withstanding any other provision of law, the covenants., and restrictions contained herein shall run with the land for the duration of the Affordability Period and shall be enforceable, against FaithWorks and/or its successors in interest, by the City, the community and/or others as allowed by law. This Declaration of Rent Restrictions shall survive termination of the Disposition and Financing Agreement and reconveyance of the City Deed of Trust and shall not be subject to subordination. 3. Determination of Affordable Rent .for the Income Qualifying Units. Each Affordable Unit shall be rented at a monthly rental amount ("Affordable Rent") in accordance with Section 50053 of the California Health and Safety Code. As of the approval of this Declaration, the following formulas represent maximum monthly Affordable Rents:' i) For the Lower -Income percent (60%) of the area median income a Shasta County, as determined by the United "Applicable Median Income"); and IN WTTNESS WHEREOF,,tbe City set forth below. R X 03 111121 CHRISTIAN M. CURTIS, City Attorney One -twelfth (1/1, ,of thirty percent (30%) of sixty for family size appropriate to the unit applicable to :)epartn,ent of Housing and Urban Development (the lualif ing Units. PaithWorks, its designee or successor kation reports, as requested by the City, during the each recital unit, the rental rate, and the income and family cformation shall be supplied by the tenant in the form of rty, and shall be available for City review at the City's orks have signed this Declaration on the respective dates OWNER: FAITHWORKS COMMUNITY COALITION, INC., a California nonprofit By: _ Name Title: CRYSTAL SPENSER Executive Director ****Please have Notary Public attach a separate Acknowledgement Form with signature and seal **** EXHIBIT "A" LEGAL DESCRIPTION 81.5, 825 Parkview Avenue and 2520 Leland Avenue ALL THAT CERTAIN REAL PROPERTY SITUATED IN CITY OF REDDING, COUNTY OF SHASTA, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: LOT 4, 5, AND 6 OF BLOCK 4, AS SHOWN ON THE MAP OF PARK SUBDIVISION RECORDED IN THE OFFICE OF THECOUNTY RECORDER, MAY 25, 1936, IN BOOK 5 OF MAPS AT PAGE 12, SHASTA COUNTY'RECORDS. Assessor's Parcel No. 104-350-018-000, 104-350-018-019-000 AND 104-350-018-020- 000 EXHIBIT 5 Unit Mix Unit Mix Chart Bedroom Size Number of Units Restrictions* (% AMI, Funding Type Overlaid Medi -Cal Recipient) AMI: Adjusted Motithly Income (Gross) <=80% AMI: A household with a gro§s total household income no greater than eighty percent (80%) cif Shasta Couttty,median income, as determined by HUD from time to time, as set forth in Health and Safety Codi Section 50079.5. income and resources. WPC: Whole Person Care funding HHIP: Housing and Homeless Incentive Program SHA: Successor Housing Agency REAP: Regional Early Planning Grant <= 80% AMI, Medi-Calvvo - One recipient, with either 2 declared or diagnosed mental health issue WPC N 55 4 <= 80% AMI HHIP/ERF 3-L N 55 Two -One 0 <=80%AMI SHA N 55 - Four -Studios 8 >= 80%- 120% REAP ,,,,,,N 55 Four - One 14 Tntni Iinitc AMI: Adjusted Motithly Income (Gross) <=80% AMI: A household with a gro§s total household income no greater than eighty percent (80%) cif Shasta Couttty,median income, as determined by HUD from time to time, as set forth in Health and Safety Codi Section 50079.5. income and resources. WPC: Whole Person Care funding HHIP: Housing and Homeless Incentive Program SHA: Successor Housing Agency REAP: Regional Early Planning Grant 1 WX 1111 mull PURCHASE AGREE ESCROW INS 815, 825 Parkview A" and COMMUNITY COALITION, INC. PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS This Purchase Agreement and Escrow Instructions ("Agreement") is entered into effective this day of 2025, by and between CITY OF REDDING, a municipal corporation and general law City ("City" or "Seller"), and FAITHWORKS COMMUNITY COALITION, INC (FaithWorks)., a California nonprofit public benefit corporation ("Purchaser"). RECITALS A. City is a municipal corporation and general B. Purchaser is nonprofit public benefit c of the State of California and qualifying for Federal 501© (3) of the Internal Revenue Code. C. The Agreement is being enterer Disposition and Financing Agreement between 2025 (the "DFA"), incorporated herein by this i D. Pursuant to the terms of the DFA, C defined herein) to Purchaser, on the t6rin and conditi Agreement, for development and use as the Pf6ject. E. City Property, on the tern F. Cap, such term in the DF sell the litions c In , --- in the convey the Property (as :fined° in the DFA and this iaser wishes to purchase the and this Agreement. herein have the meaning given to means the City of Redding Cense of Escrow" shall mean the date upon which the Grant Deed records of Shasta County. 1.3 A "Deed Restrictions" shall mean the restrictions to be included in. the Grant Deed pursuant to Section 18. 1.4 "Effective Date" shall mean the date this Agreement is signed by the City. 1.5 "Escrow Holder" shall mean the escrow company at which City opens the Escrow contemplated by this Agreement. 1.6 "Grant Deed" means a grant deed containing the Deed Restrictions. 1.7 "Hazardous Substance": includes, but is not limited to, any hazardous or toxic substance, material or waste that is (i) regulated by any local governmental authority, the State of California or the United States Government, (ii) defined as an "actual hazardous waste", "extremely hazardous waste", "hazardous waste", or "waste" under Section 25110.02, 25115, 25117, or 25124 or listed pursuant to Sections 25141 and 25141.5 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control); (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (v) petroleum or petroleum hydrocarbons, or volatile organic compounds such as gasoline or diesel fuel; (vi) asbestos; (vii) listed under Chapter 10 of Division 4.5 of Title 22 or defined as hazardous car extremely hazardous pursuant to Division 21.5 of Title 26 of the California Code terRegulations; (viii) designed as a "hazardous waste" pursuant to Section 6903 et seq. ';Jix) defined as a "hazardous substance" pursuant to Section 9601 of the Comprehensive= nyironmental Response, Compensation and Liability Act, 42,,U.S.C. Section 9601 et eq,,; (x) any flammable substances or explosive; or (xi) any radioactive material. 1.8 "Inspection Period" means a period commencing on the Effective Date, and ending 30 days thereafter.,, y" shall be the title company selected by the City. 1.12 Other defined terms have the meaning ascribed to such terms in the body of this Agreements or in the DFA. In the event of any apparent conflict in definitions, the definitions contained in this Agreement shall control. 2. Purchase and Sale. City agrees to sell the Property to Purchaser, and Purchaser agrees', toi purchase the Property from City, on the terms and conditions provided for in the DFA and this Agreement. This Agreement is subject to all of the terms, conditions, and provisions of the DFA. 3. Purchase Price. 3.1 The Purchase Price. The Purchase Price for the Property is the sum of One Hundred Fifty -Three Thousand and no/100 Dollars ($153,000.00), payable upon the terms provided in Section 3.2 herein. 3.2 The Payment of Purchase Price. The Purchase Price shall be paid by Purchaser by execution of the City Land Loan Promissory Note attached to the DFA as Exhibit 8 and payment of deposits at the times and in the amounts required by the DFA. 4. Escrow. The transaction contemplated by this Agreement shall be consummated through an escrow, which shall be opened by City with Escrow Holder within (5) Days after the Effective Date of this Agreement. This Agreement shall, to the extent possible, serve as escrow instructions. The parties agree to execute additional escrow instructions as Escrow Holder may require, provided that such instructions are not inconsistent with the terms of this Agreement. The Close of Escrow shall be no later than 5:00 p.m., , 2025, unless the parties agree in writing to extend such date. 5. Inspection and Due Diligence. 5.1 Purchaser's Investigation. Subject 5, during the Inspection Period, Purchaser may condu, investigation of the Property and any other matte contemplated herein. In connection with such investig rights shall include, but not be limited to, (i) physical environmental, geophysical, soil, engineeriu ''and other upon the Property (iii) investigation of all zoning, ddvel< land use rights relating to the Property, (iv) investigati(n' Property and (v) any other matters that Purchaser deems decision to consummate the transaction contemplated her the provisions of this Section Feasibil4and due diligence related to the transaction )n, Purchaser's investigation pections of the ,Property, (ii) arms of inspection or testing lent rights, permits and other the economic potential of the levant in connection with the 5.4 Right of Termination. If for any reason whatsoever Purchaser determines that the Property or any aspect thereof is unsuitable for Purchaser's acquisition, Purchaser shallhave the right to terminate this Agreement by giving written notice thereof to City print to the expiration of the Inspection Period, and if Purchaser gives such notice of termination within the Inspection Period, this Agreement and the DFA in so far as it relates to the development of the Property shall terminate. If this Agreement is term)nated pursuant to the forgoing provisions of this paragraph, then (i) neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of Purchaser pursuant to Section 5.5 of this Agreement) or the DFA in so far as it relates to the development of the Property, and (ii) each party shall bear its own costs incurred hereunder. 5.5 Inspection Indemnity. Purchaser shall indemnify, protect, defend, and hold City harmless from and against all claims arising out of the acts or omissions of Purchaser, its agents and subcontractors in connection with inspection of the Property. Purchaser shall return the Property to substantially the same condition as it existed prior to any such testing. 5.6 Consent to Testing. If Purchaser wishes to conduct any invasive testing of the Property, including test drills or borings, Purchaser shall only do so after notifying City and obtaining City's written consent thereto, which consent may be subject to reasonable terms and conditions imposed by City. City reserves the right to have a representative of City present during any such testing. 5.7 Purchaser's Environmental Reports. Purchaser shall provide City with a copy of any environmental reports conducted by or commissioned for Purchaser, together with the results of any environmental testing conducted by or for Purchaser on and or about the Property. 6. Title. 6.1 Title Inspection. Within fifteen (15) Days of the Effective Date of this Agreement, City shall provide Purchaser with a preliminary report issued by Title Company together with copies of all recorded documents hown a: exceptions to title thereon. Purchaser shall advise City within fifteen. (15)Days after actual receipt of all such materials, what exceptions to title, if any, will be accepted by Purchasers City shall have ten (10) Days after receipt of Purchaser's objections to give Purchas&'n tice that either: (i) City will remove any objectionable exceptions f o title and provide Purchaser with evidence satisfactory to Purchaser of such removal, or City will provide Purchaser with evidence satisfactory to Purchaser that such exceptions will be removed on or before the Closing; or (ii) City elects not to'eause such exceptions to,be removed. If City gives Purchaser notice that City will not remove such exception,; Purchaser shall have ten (10) Days to notify City of Purchaser's elect ( )'to proceed' with the purchase of the Property and take the Property subject to such exceptions but otherwise pursuant to the terms of this Agreement, or (b) to terminate this Agreement. If Purchaser shall fail to give City notice of its election within said ten (10) Days, Purchaser shall be deemed to have elected to teix%inate this Agreement, and each party shall bear its own costs incurred under this Agreemcni. If any amended or supplemental preliminary report is thereafter issued, Purchaser and Citi' shall have the same rights and obligations as to such new or modified mattes as are othcrWvise provided for herein. 6.2 hien of Current, Taxes. Notwithstanding the provisions of Section be subject,to the lien of current real estate taxes not yet due or payable. 6.3 Title Insurance Policy. At Closing, City shall cause Title Company to deliver to Purchaser a California Land Title Association standard coverage owner's policy of title insurance (1992), subject only to the exceptions to title permitted in this Section 6, th& cost of which shall be paid one half by City and one half by Purchaser. Said policy shall be in the amount of the Purchase Price. Purchaser may elect to obtain an ALTA owner's policy of title insurance. The additional cost of such policy shall be paid by Purchaser. 6.4 Lender's Policy of Title Insurance. At Closing, Purchaser shall cause to be delivered to City an ALTA lender's policy of title insurance in the amount of the City Assistance, the cost of which shall be paid by Purchaser, insuring the priority of the Deed of Trust subject only to private financing approved by the City, and as to which. City has agreed to be subordinate. City Assistance shall mean any financial assistance provided to Builder to as described in Section 3 of the related Disposition and Financing Agreement. 7. "As -Is" Sale. This Purchase Agreement shall be subject to the provisions of Section 4.4 of the DFA with respect to due diligence and condition of the property. 8. Possession. Full possession of the Property shall be delivered by City to Purchaser upon the Close of Escrow. 9. Prorations. 9.1 Real Estate Taxes. City is exempt from real estate taxes pursuant to the California Constitution. Real estate taxes have been cancelled pursuant to Revenue and Taxation Code Section 5086 during City's ownership of the Property. Purchaser will pay Purchaser's prorated share of such real estate taxes, which would.have been due if such taxes had not been cancelled as provided above. All bonds and assessment obligations not cancelled as provided above shall be prorated as sof the Close of Escrow. 9.2 Proration of Rents. All prorated as of the Close of Escrow. 10. Costs. 10.1 Costs and Fees Escrow Holder's fees; (ii) Escro) acknowledging any deeds or other int the cost of recording the Grant Deed 1 or its nominee; and (iv) any taxes im Purchaser or its nominee under the D insurance policies shall be paid as pro 11. warrants to 1 ate the transactions binding agreement of Purchaser and, -,C, Holder's cost uments required 1uired to convey S f shall be gall`each pay one-half of (i) preparing, executing, and ,nvey title to Purchaser; (iii) t6 the. Property to Purchaser le of title to the Property to ax Act. The cost of the title Fthis Agreement. City hereby represents and "is a municipal corporation, City in good execute and enter into this Agreement and to hereunder. This Agreement constitutes a ible in accordance with its terms. 11.2 City's Approval. Upon. Close of Escrow, the execution and delivery of this „Agreement by City has been duly authorized and approved by the Board of Directors of City in accordance with law. No further action is necessary on the part of City to make this Agreement valid and binding upon City and enforceable against City in accordance with its terms. 11.3 Hazardous Substances. To City's current, actual knowledge there is no (i) pending or threatened litigation or proceeding before any administrative City, (ii) pending notice from any governmental authority, or employee or agent thereof or (iii) communication, notice, or agreement with any governmental City or private party, any of which relates in any way to the presence, release, threat of release, placement, generation, transportation, storage, treatment, or disposal of any Hazardous Substance. 11.4 Absence of Liti ag tion. City has not been served with any lawsuit or administrative proceedings affecting the ownership, title, development, condition or improvements of the Property, and, to City's knowledge, no such lawsuit or administrative proceeding has been commenced or filed. 11.5 Notice to City. City has not received notice from any governmental City that the Property is in violation of any law, ordinance, rule, or administrative or judicial order affecting the Property. 11.6 Representations True as of Close. City's representations and warranties as contained herein will be true and correct as of the Close of Escrow. 12. Representations and Warranties of Purchaser. and warrants to City that: 12.1 Purchaser's Authority. Purchaser corporation in good standing and has full power and and this Agreement and to consummate the transactions Agreement constitutes a valid and binding agreement accordance with its terms. 12.2 Purchaser's Approval. The Agreement by Purchaser has been duly authorized further action is necessary on the part of Purchaser binding upon Purchaser and enforceable against Purcl 13. Survival of Representati+ warranties of City and Purchaser herein Close of Escrow. No claim for a breach unless written notice of such claim is se than one year after he Close of Escrow. to such claim in reasonable detail. 14, Purchaser'{ obligation to purchase the on: hereby represents public benefit and enter into �reunder. This enforceable in �n and delivery of this Ted by the Purchaser. No this Agreement valid and cordance with its terms. is' apd ` warranties. The representations and hall surviv'for a period of one year after the f any representation or warranty shall be made Ted by the claimant on the other parry no later Such notice shall describe the facts giving rise sing. The Close of Escrow and Purchaser's to this Agreement are expressly conditioned very" to Purchaser of the Title Insurance Policy, in the subject only to such exceptions to title as are permitted in having performed its obligations under the DFA and this 14.3 City having delivered into escrow all documents or instruments required by this Agreement, and having complied with all other covenants and conditions to be performed or complied with by City; 14.4 City having approved the Other Financing; and 14.5 City having approved the Construction Loan Documents, if applicable. 14.6 The representations and warranties of City contained in this Agreement being true on and as of the Close of Escrow as if the same were made on and as of such date. 15. City's Conditions of Closing. The Close of Escrow and City's obligation to complete the sale of the Property to Purchaser is conditioned on: 15.1 Purchaser having delivered into escrow all funds as required by this Agreement and having complied with all other covenants and conditions to be performed or complied with by Purchasers; 15.2 Purchaser having delivered copies, or written evidence satisfactory to the City, of all approvals, entitlements and permits (other than building permits) necessary for the development of the Property; 15.3 Purchaser having executed under this Agreement and the DFA; 15.4 Purchaser having submitted , to Ci required under the DFA; 15.5 Purchaser having made its contribution, if any, as shown in Exhibit 11 of the DFA, aj 15.6 City having detehnined,in its sole Purchaser is not in default of any provision of this Agieci which, after notice and opportunity to cure, would consti`t required certificates anal debt or equity by the City; §onable discretion, that ,r is there any condition a default; 15.7'- ' City having obtained all necessary consents and releases to enable City to convey title td the Property to Purchaser free and clear of any liens evidenced by those exceptions to the 'relirninary Title Report not approved by Purchaser pursuant to paragraph,61, hereto; provided; however tl t City shall have used its best efforts to obtain such consents or releases. 15.8 , The issuance by the Escrow Holder of the ALTA lender's policy of as required by Section 6.4 herein; and 15.9 The representations and warranties of Purchaser contained in this Agreement being true on and as of the Close of Escrow as if the same were made on and as of such date. 16. Failure of Conditions. Should any of the conditions specified in this Agreement fail to occur prior to the date established herein for the Close of Escrow, the party benefited by such condition shall have the power, exercised by giving written notice to the Escrow Holder and to the other party, to waive the condition or to cancel the escrow and terminate this Agreement and the DFA in accordance with the provisions of Section 16 of the DFA. Upon the termination of this Agreement and the DFA for a failure of a condition to the close of Escrow, Escrow Holder shall return all funds and documents held by Escrow Holder to the party depositing such funds or documents in escrow. 17. Condemnation. In the event that, prior to the Close of Escrow, any governmental entity shall commence any action of eminent domain to take any portion of the Property, Purchaser shall have the option either to (i) elect not to acquire the Property, in which case this Agreement shall be terminated, or (ii) complete the acquisition of the Property, in which case Purchaser shall be entitled to the proceeds of such taking. 18. Deed Restrictions. The Grant Deed from the City to the Purchaser shall contain the following covenants, conditions, reservations, restrictions and power of termination: 18.1 "This grant is made on the condition that Grantee shall, pursuant to valid permits, commence construction on the property of the Project for which Grantor has approved the plans and specifications pursuant to that certain Disposition and Financing Agreement between Grantor and Purchaser dated , 2025 (the "DFA"), and that Grantee shall diligently pursue completion of such Project a provided for in the DFA. In addition to any other available remedy in law or equity, if Grantee breaches this condition subsequent, then Grantor or its successors and assigns, without paying any compensation for any buildings or other improvements on the Property ,nod without making any compensation or incurring any I it ty for damages or losses 4 any kind, shall have the power to terminate all right, title, and interest in the property of Grantee, its heirs, successors and assigns, in the manner provided by law for the exercise of this power of termination. Immediately can such a termination, `Grantee, its heirs, successors or assigns, shall forfeit all rights or title, 10 the property, and the property shall revert to Grantor or its successors or assigns.", and 18.2 "Grantee herein agrees- - and covenants, for itself, its heirs, 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 race, color, religion, creed, age, disability, sex, sexual orientation, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein concyd$;nor shall Grantee itself or any person claiming under or "'throttgh them;, establish 'or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number use or oceuancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein contained. The forgoing covenants, conditions, reservations and restrictions shall run with the land." lot 19.1 City shall execute in Escrow, or deliver to Escrow Holder for delivery to Purchaser at the Close of Escrow, each of the following: 19. 1.1 The Grant Deed. 19.1.2 The Agreement Containing Covenants, as provided in the M 19.1.3 The Memorandum of DFA, as provided in the DFA, if not already recorded; 19.1.4 The City Declaration of Rent Restrictions, as provided in the DFA; and 19.1.5 Any other document required by the DFA which is to be recorded upon sale of the Property by City. 19.2 Purchaser shall execute in escrow, or deliver to Escrow Holder for delivery to City at the Close of Escrow, each of the following: 19.2.1 The City Land Loan Promissory Note and City Promissory Note, plus the amount the Purchaser's share of the title and escrow costs and expenses and prorations required by this Agreement. 19.2.2 The City Land Loan Deed of Trust and City Deed of Trust; 19.2.3 The Agreement Containi S 19.2.4 The Memorandum,'of f DFA, previously recorded; 19.2.5 The Declaration of R Affordability Restrictions on Transfer of Property, as 19.2.6 Any other,,,d6ciftni recorded upon the acquisition of the Property by 19.3 When the conditions of the Clo Escrow Holder shall,'-, .1 Record the Purchaser and City. M ided in in the if not ictions and the Notice of in the DFA; and DFA which is to be Escrow have been satisfied, documents in this order: Containing Covenants; City Declaration of Rent Restrictions; City Deeds of Trust(s); ti) Construction Lender Deeds) of Trust, if any; 19.3.2 Deliver the Notes to City, 19.3.3 Deliver the appropriate Title Insurance Policies to 20. Attorneys' Fees. In the event any legal action, including arbitration, is brought by either party to this Agreement to enforce this Agreement or for breach of this Agreement or for a declaration of the rights and duties under this Agreement, the prevailing party shall recover costs and reasonable attorney's fees in addition to any other relief to which that party may be entitled. 21. Entire Agreement. The DFA, all of the attached agreements, and all of the agreements contemplated in the DFA, of which this Purchase Agreement is a part, integrates all of the terms and conditions related or incidental to its subject matter, and supersedes all negotiations or previous agreements between the parties with respect to its subject matter. 22. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Venue for any action related to this Agreement shall be Shasta County. 23. Time of Essence. Time is of the essence in the performanc obligations under this Agreement. 24. Notices. All notices and demands of any kind which,", hich ith( required or desires to serve upon the other party shall be in writing anti. upon such other party by personal service, facsimile transmission, or by thereof, certified or registered mail, postage prepaid,, addressed as follows: If to City: City of Redding 777 Cypress Avenue Redding, CA 96001 Attn Executive Director If to Purchaser: FaithWorks CoramlinityCoalition, Inc 2825 West Street, #1 Redding, CA 96001 Attn: Crvstal Sbencer of the parties' party may be call be served wiling a copy Service shall be : teemed complete on the date of personal service, transaction or t actual delivery as shown on the addressee's return receipt, r is earlier„ The addresses to which notices and demands shall be delivered or be changed from time to time ,by notice to the other party. 25. Counterparts. This Agreement may be executed in any number of counterparts, ,each of wh cf shall be deemed an original, but all of which when taken together shall constitute one and the same agreement. OF THIS PAGE INTENTIONALLY LEFT BLANK Dated: CITY OF REDDING Barry Tippin, City Manager ATTEST: •"• AS TO •' 1 J. 85 1 U111111WA RECORDING REQUESTED BY AND WHEN RECORDED SEND TO: City of Redding 777 Cypress Avenue Redding, California 96001 No recording fee required pursuant to Government Code Section 27383 and 6103. SPACE ABOVE THIS LINE FOR RECORDEI CITY LAND LOAN DEED OF TRU ASSIGNMENT OF RENTS, SECURITY AG AND FIXTURE FILING THIS DEED OF TRUST, ASSIGNM AGREEMENT AND FIXTURE FILING ("Deed,,, of 1 2025 between FAITHWORKS COM� California nonprofit corporation ("Trustor"), and CITY OF BEDDING, a municipal corporation ("B Trustor, in consideration' irrevocably grants, transfers, conveys, and Beneficiary, with power of sale, that certair State of California, described in Exhibit "A OF RENTS ,_rnade this 'Y COALITI 1). I I day of 4, INC., a (Trustee"); is referred to below, i trust for the benefit of in the County of Shasta, (a) all right, title and'i efest(including any claim or demand in law or equity) which Trustor'nOw has or ui6y, hereafte'racquire in or to such property; all development rights,, or credits and air rights; all water and water rights (whether or not appurtenant to such property) and shares of stock pertaining to such water or water rights, ownership of which affects such property; Trustor's interest in all minerals, oil, gas, and other hydrocarbon substances and rights thereto in, on, under, or upon such property and all royalties and profits from, any such rights or shares of stock; and all adjacent lands within enclosures or occupied b buildings partly situated on such property; y (b) all buildings, structures, improvements, fixtures and appurtenances now and hereafter placed on such property, including, without limitation, all apparatus and equipment, whether or not physically affixed to the land or any building, used to provide or supply air-cooling, air conditioning, heat, gas, water, light, power, refrigeration, ventilation, laundry, drying, dish washing, garbage disposal or other services; and all elevators, escalators and related machinery and equipment, fire prevention and extinguishing apparatus, security and access control apparatus, partitions, ducts, compressors, plumbing, ovens, refrigerators, dishwashers, disposals, washers, dryers, awnings, storm windows, storm doors, screens, blinds, shades, curtains and curtain rods, mirrors, cabinets, paneling, rugs, attached floor coverings, furniture, pictures, antennas, pools and spas and pool and spa operation and maintenance equipment and apparatus, trees and plants located on such property, all of which, including replacements and additions thereto, shall conclusively be deemed to be affixed to and be part of the real property conveyed to Trustee hereunder. (c) all intangible property and rights relating to the aforesaid property or the operation thereof or used in connection therewith including, without limitation, permits, licenses, plans, specifications, construction contracts, subcontracts, bids, deposits for utility services installations, refunds due Trustor, trade names, trademarks and service marks. (d) all rents, issues, profits and other income from the property, including, but not limited to, all proceeds of sale or lease of the property. Trustor agrees to execute and deliver, from time to time, such further instruments, including but not limited to, Security Agreements, Assignments, , rid UCC Financing Statements, as may be requested by Beneficiary to confirm, the lien o this Deed of Trust on any of the aforementioned property. (b) Payment and performance agreement contairied in this Deed of Trust. (c) , - ,Payment' 'nt cdntaied. in MI obligation, covenant, promise and/or obligation, covenant, promise and it executed by Trustor in favor of (d) For the purposes of this Deed of Trust, any reference to a Note contained herein shall be deemed tarefer to each and every note secured by this Deed of Trust, and any default under any note secured by this Deed of Trust shall constitute a default under every other note so secured, and shall additionally constitute a default under this Deed of Trust. (e) This Deed of Trust secures a property acquisition loan evidenced by the Note. (f) For the purpose of protecting and preserving the security of this Deed of Trust, Trustor promises and agrees: 1. Obligations of Trustor and Cross Default. (a) Trustor shall promptly pay when due, all deposits, installments, payments, charges or other obligations due under the Note; and all other monetary obligations secured by this Deed of Trust. (b) Any default of Trustor under the terms of the DFA, if not cured within the time required by the DFA, shall be a default of this Deed of Trust. 2. Repair and Maintenance of the Property. Trustor will: a) comply with the maintenance requirements of the Agreement Containing Covenants and, in general, keep the Property in good condition and repair; b) not substantially alter, remove or demolish the Property or any building or other improvements thereon, except i) when permitted by the DFA; or ii) when incident to the replacement of fixtures, equipment, machinery or appliances with items of like kind; c) restore and repair to the equivalent of its original condition, all or any part of the Property which may be damaged or destroyed, including, but not limited to, damage from termites and dry rot, soil subsidence and construction defects, whether or not insurance proceeds are available to cover any part of the cost of such restoration and repair; d) pay when due all claims for labor performed and materials furnished in connection with the Property and not permit any mechanic's or materialman's lien to arise against the Property or furnish loss or liability under such mechanic's lien claims; e) comply with all laws affecting the Property or requiring that any alterations, repairs, replacements, or improvements be made thereon; ,� not commit or permit waste on or to the Property, or commit, suffer or permit any act or Violation of law to occur upon the Property; g) not abandon: , the Property; h) cultivate, irrigate, fertilize, fumigate and prune; i) if required by Beneficiary,,," provide for the management satisfactory to Beneficiary under a management contractapproved by Beneficiary; and j) notify the Beneficiary in writing of any condition at or on the Property which may have a significant and measurable effect on it market value. 3. Insurance. Trustor agrees to provide and maintain insurance covering all buildings, structures and improvements now situated 6rl which hereafter may be erected or placed upon said Property as required by the provisions of Section 12 of the DFA, against loss or damage by fire, and other casualties, and to carry such and, in the event said Property or any part thereof now lies or hereafter lies in an area designated by the Federal Emergency Management Agency as located within a flood insurance rate map or flood hazard boundary map,or4hieli is designated by the Department of Housing and Urban Dovelopmnt as a ' flood zone, to carry flood insurance; all as required by the provisions of Section L2 of the DFA, or as the Beneficiary may from time to time require. Ala: such insurance shall be in "forms and with companies and in sums (not less than sufficient to avoid any claim on the part of the insurers for co-insurance) satisfactory to the Beneficiary. All insurance 'policies shall be held by and be for the benefit of Beneficiary, and shall name Beneficiary as loss payee. Beneficiary shall accept as satisfying the requirements of this Section 3 any insurance policy in the amount of the replacement cost of improvements located on said Property if such policy is satisfactory to the holder of the Deed of Trust. At least fifteen (15) Days before the expiration of each such policy, Trustor shall deliver to the Beneficiary a new and sufficient policy to take the place of the one so expiring. In the event of a loss, the amount collected under any policy of insurance on said Property may, at the sole option of the Beneficiary (1) except to the extent expressly limited or prohibited by statutory or case law in effect as of the date of this Deed of Trust, be applied by Beneficiary upon any indebtedness and/or obligation secured hereby whether the same be then matured or unmatured, and in such order as Beneficiary may determine; (2) be used in replacing or restoring the improvements partially or totally destroyed to a condition satisfactory to said Beneficiary; (3) be used by the Beneficiary to fulfill any of the covenants contained herein as the Beneficiary may determine; or (4) be released to the Trustor. In any of the foregoing events neither the Trustee nor the Beneficiary shall be obligated to see to the proper application thereof, nor shall the amount so released or used under clauses (2), (3), or (4) above be deemed a payment on any indebtedness secured hereby. Such application, use and/or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. The Trustor hereby irrevocably appoints the Beneficiary as the attorney of the Trustor to assign each such policy in the event of the foreclosure of this Deed of Trust or other transfer of the title to the granted Property in extinguishment, in whole or in part, of the debt secured hereby. No insurance shall be required hereunder in excess of that allowed by Civil Code Section 2955.5. In the event of any conflict between the provisions of the DFA and this Deed of Trust regarding insurance, the DFA shall control. 4. Defense of Deed of Trust; Litigation. Trustor will give Beneficiary prompt written notice of any action or judicial proceeding (including, with limitation, any judicial or non judicial proceeding to foreclose the lien of a junioror senior mortgage or deed of trust) affecting or purporting to affect the Property, this Deed of Trait, Beneficiary's security for the performance of Trustor's obligations under the Note; the rights or powers of Beneficiary or Trustee under the Nota, or this Deed of Trust.Notwithstanding any other provision of this Deed of Trust, trns , r hereby agrees that Beneficiary or Trustee may (but neither is obligated to) commence, appear in, prosecute, defend, compromise and settle, in Beneficiary's or Trustor's nine, and as attorney-in-fact for Trustor, any action or proceeding, whether judicial or non judicial, reasonably necessary to preserve or protect, or affecting o , purporting to affect; the Property, this Deed of Trust, Beneficiary's security for the performahc o,f Trustor's obligations under the Note, or this Deed of Trust. If neither Beneficiary nor, Trustee elects to do so, Trustor will commence, appear in, prosecute and defend any such action or proceeding. Beneficiary may incur necessary costs and expenses including attorneys' fees, in any such action. Trustor will pay all costs and expenses of Beneficiary and Trustee, including costs of evidence of titl&and, reasonable attorneys' fees, ,in any such action or proceeding in which Beneficiary or Trustee tray appear or for which legal counsel is sought, whether by virtue of being made apuy defendant crcitherwise; and whether or not the interest of Beneficiary or Trdstee in the Property is difectly questioned in such action or proceeding, including, without limitation, any action of the condemnation or partition of all or any portion of the Property and any action brought by Beneficiary to foreclose this Deed of Trust or to enforce any of its terms or provisions. 5. Use of. Property.;` Unless otherwise required by applicable law or unless Beneficiary otherwise consents in writing, Trustor will not allow changes in the use of the Property from that: which is contemplated by Trustor and Beneficiary at the time of execution of this deed of Trust, as specified in the Grant Deed from Beneficiary to Trustor and other' documents executed by Trustor in connection with obtaining the loan secured hereby. Trustor will not initiate or acquiesce in a change in the zoning classification of the Property without Beneficiary's prior written consent. 6. Taxes and Assessments. Trustor agrees to pay all taxes and assessments affecting the Property, including assessments on appurtenant water stock, and any accrued interest, cost and/or penalty thereon at least ten (10) Days before default or delinquency; to pay when due all encumbrances (including any debt secured by deed of trust), ground rents, liens, and/or charges, with interest, on said Property or any part thereof which appear to be prior or superior hereto, and to pay immediately and in full all such encumbrances, liens and/or charges, if any, which may now be due or payable; and to pay when due all costs, fees and expenses of these trusts, including cost of evidence of title and Trustee's fees in connection with sale, whether completed or not, which amounts shall become due upon delivery to Trustee of a declaration of default. 7. Assessment Bonds. Trustor agrees to pay any and all assessments against said Property at least ten (1.0) Days before any bond or bonds could or would be issued in connection therewith, unless Beneficiary determines in its sole discretion that its security would not be impaired if the assessments were not paid in full. 8. Assessments on Water Bonds. Trustor agrees to pay before delinquency all assessments upon the stock of any water company which stock may be used in connection with said Property, and all rents, assessments or charges for water appurtenant to or used in connection with said Property and/or for .the flumes, ditches, pipes or aqueducts in which such water may be furnished or delivered, and all such stock is hereby expressly made a part of the security hereof. 9. Reimbursement of Lender's Expenses. Trustor agrees to pay imme iately upon demand after expenditure, all sums expended :or, expense incurred by Trustee and/or Beneficiary, including reasonable attorney's fees, under any of the terms of this Deed of Trust, with interest from date of demand at the rate f ten per cent (10%) per annum. Without in any way limiting the foregoing, Trustor shall pay, to or reimburse Beneficiary for any costs, fees and expenses (incldig, without limitation reasonable attorneys' fees and any administrative fees or overhead or ether indirect costs and "expenses) incurred or charged by Beneficiary in protecting its seeity„ hereunder or the Property or Beneficiary's interests under this instrument, or in responding, processing, reviewing or reviewing or otherwise dealing with the demands or clairn's or requests of Trustor or third parties who claim, an interest in the Properly or an interest adverse to Beneficiary's interests under this instrument. 10. amount by the Trusty nishina of the 11. Assinment of Pent. Trustor agrees to pay to the Beneficiary any reasonable 11 1etreficiary, not ti ex"eeed the maximum allowed by law, for any obligation secured hereby furnished by the Beneficiary upon the charge for each such statement to be payable immediately and Leases. (a) Trustor does hereby immediately and absolutely assign, transfer and set over to the Beneficiary all the rents, issues, proceeds and profits which may be or may become due or to , vhich the Trustor may now or hereafter become entitled, arising or issuing out of, under or by virtue of any and all leases and/or rental agreements, and any and all extensions or renewals thereof, now or hereafter entered into for the Property or any part thereof, or for any improvements located thereon, and all other rents, issues, proceeds and profits due or accruing from the Property or any part thereof or the improvements located thereon. Trustor hereby gives to and confers upon Beneficiary the right, power and authority to collect such rents, issues, proceeds and profits. The assignment herein contained and all rights provided to Beneficiary by this paragraph are granted without regard to the adequacy of the Property as security for payment of the indebtedness secured by this Deed of Trust. This assignment is delivered as a present, immediate and absolute assignment of the rights contained herein; provided, however, that so long as Beneficiary has not given notice of any default under this Deed of Trust or the indebtedness secured hereby, the Trustor shall have the right to manage and operate the Property and all improvements thereon, and to collect, receive and apply for its own account all rents, issues, profits and proceeds accruing by virtue of any lease or rental agreement and to execute and deliver proper receipts thereof. Immediately upon the occurrence of any default under this Deed of Trust or the indebtedness secured hereby for which all applicable cure periods (if any) have expired, and until such default shall have been cured, the right of the Trustor to manage and operate the Property and to collect and receive rents shall cease and terminate and in such event the Beneficiary is hereby expressly and irrevocably authorized to enter into and take possession of the Property and the improvements located thereon by actual physical possession, or by appointment of a receiver by a competent court or by written notice served personallyupon or sent by registered mail to the Trustor, as the Beneficiary may elect, or by„any other legal means, and to exclude the Trustor and all other persons therefrom. Following such entry and taking of possession the Beneficiary may operate and manage the property and rent and lease the same and collect any and all rents, issues, income and prdfit Aherefrom, and from time to time apply same or accumulate same for application, in siich order and manner as Beneficiary, in its sole discretion shall consider advisable. B*ficiary may apply such amounts to the necessary and proper costs of upkeep, maintenance, repair and/or operation of the Property; the repayment 6f any 'ums theretofore or thereafter advanced pursuant to the terms of this Deed of Trust, the interest then due or next to become due upon said indebtedness; the taxes and assessments upon the Property then due or next to become due; the unpaid principal of said indebtedness; and any other obligations secured by this Deed of Trust. 1"hd collection and/or receipt of rents, issues, income and/or profits from the Property by Beneficiary after declaration of default and election to cause the Property to be sold pursuant to the terms of this Deed of Trust shall not affect or impair such default or declaration of default or election to cause the Property to be sold or any, sale proceedings predicated thereon, but such proceedings may be conducted and sale effected notwithstanding the receipt and/or collection of any such rents, issues, income ad/or profits. Any such rents, issues, income and/or profits in the possession of said Bene fi 441y at the Limo cif sale and not theretofore applied as herein provided, shall be applied in the same manner and for the same purposes as the proceeds of the sale. In addition to Beneficiary's rights under this section, Beneficiary shall have all 6f the rights and remedies to which Beneficiary is entitled under California Civil Code Section 2938, and nothing -contained in this section 11 shall be construed as a limitation or waiver of env such rights or remedies. (b) Trustor agrees to assign to the Beneficiary, upon request, as security for the indebtedness secured hereby, the Lessor's interests in any or all leases, and the Trustor's interests in all agreements, contracts, licenses and permits affecting said property, such assignments to be made by instruments in form reasonably satisfactory to the Beneficiary; but no such assignment shall be construed as a consent by the Beneficiary to any lease, agreement, contract, license or permit so assigned, or to impose upon the Beneficiary any obligations with respect thereto. 12. Modification and Termination of Leases and Rent Pre -paw. Except in the ordinary course of business, Trustor agrees not to cancel any of the leases assigned or subject to assignment to Beneficiary pursuant to paragraph 1.1(b) hereof, nor terminate or accept a surrender thereof (except in accordance with the terms of the assignment) or reduce the payment of the rent thereunder or modify any of said leases (except in accordance with the terms of the assignment) or accept any prepayment of rent therein without first obtaining, on each occasion, the written approval of the Beneficiary. 13. Performance of Leases. Trustor agrees to faithfully keep and perform all of the obligations of the landlord under all of the leases assigned or subject to assignment to the Beneficiary pursuant to paragraph 11 above and not to permit to accrue to any tenant under any such lease any right to prepaid rent pursuant to the terms of any lease other than the usual prepayment of rent which would result from the acceptance by the landlord on the first day of each month of the rent due for the ensuing month, according to the terms of the various leases. 14. Rent Roll. Trustor agrees to deliver to Beneficiary wi the expiration of each calendar year, a rent roll of the Prope street address of all tenants in occupancy, the rent currently commencement and expiration dates, the amount of cc contribution, if any, for each tenant, as well as whether there rent periods or rebates. 15. Use. Trustor agrees to operate such by the DFA. 16. Sale. (a) Prohibition of Transfer. B( not, without the prior written consent ,of B withheld by Beneficiary in its sole diser described Property, or any part of it, or ar otherwise. If Trustor is a corporation, liir venture, any change in the ownership, contr interests of limited partners) in, "Trustor shall ninety (90) Days after showing the name and ,d, the respective lease are at all times in the area or expense concessions, free tted as provided in �(b) below, Trustor shall nary, which consent may be given or t, 'stilt; -convey, or transfer the herein terest ih it, by the operation of law or liability company, partnership or joint management of, or interest (other than ,eemed to be a transfer of the Property. Upon the bcurrence of'an3 such transaction with Beneficiary's consent, or without Beneficiary's consent if Beneficiary elects not to exercise its rights and remedies in the event of default (including, but not limited to, acceleration of the indebtedness secured hereby), Beneficiary shall not be obligated to release Trustor from any liability hereunder or"under the Note or under any of the other documents evidencing or securing the note secured hereby. Consent to any such transaction shall not be deemed to be consent, or a waiver;bf the requirement of consent, to any other transaction. (b) Sale in Ordinary Course. Notwithstanding subparagraph 16(a) above, however, it is agreed that Trustor may (subject to any other provision hereof and to any provision of the Note secured hereby or of any assignment of rents or assignment of leases or any other instrument evidencing security for the loan secured hereby) sell the Property in the ordinary course of business to purchasers, and that such sale of the Property shall not be deemed a sale, conveyance, alienation or encumbrance so as to violate this covenant. For the purposes of this section, a sale of the Property in the ordinary course of business shall consist only of sales of a completed unit in accordance with the DFA and any applicable deed restrictions or other instruments or documents binding the Property. 17. Licenses. As of the date of this Deed of Trust and at all times thereafter during the term of the loan, Trustor shall have and maintain in full force and effect such certificates, consents, licenses, approvals and permits from the proper authorities as are required to operate the Property for the purpose(s) set forth in Paragraph 5 above. A failure on the part of the Trustor or any subsequent owner to maintain any such required certificate, consent, license, approval, or permit in effect or a failure to obtain renewal thereof prior to expiration, shall constitute a default under the terms of this Deed of Trust for which the Beneficiary shall have the right, at its option, upon the expiration of any cure periods, to declare the entire indebtedness evidenced by said Note and hereby secured to be immediately due and payable. 18. Security Interest In Personal Property. Trustor hereby grants to Beneficiary a security interest in and to all personal Property located at the location described in Exhibit A. This Deed of Trust constitutes a security agreement with respect to all of the Collateral, and Beneficiary shall have all of the rights and remedies of a secured party under the California Uniform Commercial Code as well as all other i7ights and remedies available at law or in equity. Trustor hereby agrees to execute, acknowledge and deliver on demand, and hereby irrevocably appoints Beneficiary as its attorney -in -f cct, with full power of substitution, to execute, acknowledge," deliver and, if appropriate, file, with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Beneficiary may reasonably require in order to impose, perfect or continue the perfection of, the Tien or security interest created hereby. The above power of attorney? is coupled with an interest and shall survive the death or incapacity of Trustor. Trustor shall pay all costs and expenses in connection with any such documents or of any record seare ' for financing statements which Beneficiary may require. 20. Foreclosure on Collateral. Without limiting any other rights or remedies which Beneficiary or Trustee m4y,have hereunder or under applicable law, including the right to conduct a unified foreclosure sale of real and personal. Property, upon any default not cured withinapplicable cure periods Beneficiary or Trustee may conduct a public or private sale of the Collateral under the California Uniform Commercial. Code pursuant to this Deed of Trust, "and Trustor, upon demand by Beneficiary, shall assemble the Collateral and make it available to Beneficiary at the Property, a place which is hereby deemed to be reasonably convenient to Beneficiary and Trustor. Beneficiary shall give Trustor at least twenty (20) Days prior written notice of the time and place of any public sale or other disposition of the Collateral, or of the time of or after which any private sale or other disposition of the Collateral is to be made; if such notice is sent to Trustor in accordance with the procedures for the mailing of notices set forth in the last paragraph of this instrument, it is hereby deemed that such notice shall be and is reasonable notice to Trustor. 21. Maintenance of Fixtures and Collateral. At all times during the term hereof Trustor shall maintain a sufficient level of fixtures and Collateral to properly operate the said Property, which shall in any event not be materially less than that existing on the date hereof Notwithstanding anything to the contrary in this agreement, during any time when not in default hereunder, Trustor shall have the right, subject to the prior concurrent satisfaction of the conditions set forth in the next sentence, to substitute and replace Collateral and fixtures in the ordinary course of business. To the extent the replacement Collateral and fixtures are of the same general type and are of at least the same value, upon acquisition of the substitute Collateral and fixtures by Trustor and placement thereof on the said Real Property, the replaced Collateral and fixtures shall be deemed released from the lien hereof. 22. Maps and Restrictions. Trustor agrees that it will not without the consent of Beneficiary after the date hereof file or cause to be filed any subdivision or condominium map or plan, or any deed, plan or agreement for cooperative ownership of the Property, or any other covenants or restrictions affecting the Property. 23. Environmental Covenants. Trustor will at requirements: the following (a) No Use, Disposal or Storage. Trustor shall not cause, permit or suffer any Hazardous Material (as defined in paragraph 24(6)), to be brought upon, treated, kept, stored, disposed of, discharged, released, produced, rn�tufactured, generated, refined or used upon, about or beneath the Property or any portion thereof by Trustor, its agents, employees, contractors, invitees, tenants, or any other person, except to the extent commonly used in the day to day operation o the Property and then only so long as in compliance with all Environmental Regiuirement (a defined in paragraph 24(b)). (b) Compliance with Environmental Requirements. Trustor shall not cause, permit or suffer the existence or the commission by Trustor, its agents, employees, or contractors of a violation of any Environmental Requirements upon, about or beneath the Property or any portio Ahereof and Trustor shall use its best efforts to prevent any such violation of any Environmental Requirements by any invitees, tenants or any other person. Trust it shall notifyBeneficiary4 W riting of any release of Hazardous Materials at, on, under or within the Property in violation of any Environmental Requirements, or of the presence of Hazardous Materials at the Property in violation of any Environmental Requirements, promptly upon discovery of such release or presence. (c) Environmental Liens. Trustor shall not create or suffer to exist with respect to the Property, or permit any of its agents to create or suffer to exist any lien, security interest or other charge or encumbrance of any kind, including without limitation, any lien imposed pursuant to section 107(f) of the Superfund Amendments and Reauthorization Act of 1986. (42 U.S.C. Section 9607(1)) or any similar state statute, and Trustor shall use its best efforts to prevent the creation of any such lien, security interest, charge or encumbrance by any of its tenants and shall not permit any of such tenants to suffer to exist any of such items. (d) Miti ag tion. Notwithstanding the obligation of Trustor to indemnify pursuant to paragraph 25 Trustor shall, at its sole cost and expense, promptly take all actions required by any federal, state or local governmental agency or political. subdivision or which are otherwise reasonably necessary in the sole reasonable discretion of Beneficiary to mitigate Environmental Damages (as defined in paragraph 24(a)) arising from the presence upon, about or beneath the Property of a Hazardous Material, or from a violation of Environmental Requirements. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Property, the preparation of and feasibility studies, reports or remedial plans, and the performance of any cleanup, remediation, containment, operation, maintenance, monitoring or restoration work, whether on or off of the Property. Trustor shall take all actions necessary to restore the Property to the condition existing prior to the introduction of Hazardous Material upon, about or beneath the Property, notwithstanding any lesser standard of remediation allowable under applicable law or governmental policies. Trustor shall proceed continuously and diligently with such investigatory and remedial actions, provided that in all cases such actions shall be in accordance with all applicable requirements of Governmental entities. Any such actions shall be performed in a good, safe and workmanlike manner and shall minimize any impact on the business -conducted at the Property. Trustor shall pay all costs in connection with such investigatory and remedial activities, including but not limited to all power and utility costs, and any and all taxes or fees that may be applicable to such activities. Trustor shall prof, ptly provide to Beneficiary copies of testing results and reports that are generated in connection with the above activities. Promptly upon completion of such investigation anal; remediation, Trustor shall permanently seal or cap all monitoring wells and test holes t' industrial standards in compliance with applicable federal, state and Jocal laws and regulations, remove all associated equipment, and restore trte;',Property to the maximum extent possible, which shall include, without limitation, the repair of any surface damage, including paving, caused by such investigation or remediation hereunder. (e) Notice of receive notice or other threatened violation of Environmental DamaLyes' any person tnereor concerning any, act directive, summons, same, and including or any ciocutments evtaenci obligation on the part notification. environmental Risks: If Trustor shall 'become aware of or ommunication conceri any actual, alleged, suspected or Environmental Requirements; or liability of Trustor for .i connection with the Property or past or present activities of uding, but not limited to notice or other communication or threatened investigation, inquiry, lawsuit, claim, citation, ,,ceding, complaint, notice, order, writ, or injunction, relating to tliOut limitati n ; any notice or other communication from any 1'deliver to Beneficiary, within ten (10) Days of the receipt of cation by Trustor, a written description of said violation, liability, actual or threatened event or condition, together with copies of ig,same. Receipt of such notice shall not be deemed to create any of, Beneficiary to defend or otherwise respond to any such (f) Notice of Test Results. Trustor shall promptly provide to Beneficiary the results of any tests: and copies of all registration permits regarding any underground storage tanks located on the Property and Trustor shall comply with the same. (g) Right to Enter and Inspect. In the event Beneficiary reasonably believes that there has been a release or threatened release of a Hazardous Material on the Property or a breach of an Environmental. Requirement or in the event of any default under this Deed of Trust or under the note, Beneficiary shall have the right in its sole and absolute discretion, but not the duty, to enter upon the Property at any reasonable time to conduct an inspection of the Property, including invasive tests, to determine compliance with all Environmental Requirements and the existence of any Environmental Damages as a result of the condition of the Property or any surrounding properties and activities thereon. Trustor hereby grants to Beneficiary, and the agents, employees, consultants and contractors of Beneficiary, the right to enter upon the Property and to perform such tests on the Property as are necessary to conduct such reviews and investigations in accordance with the preceding sentence. Beneficiary shall use its best efforts to minimize interference with the business of Trustor and to restore the condition of the Property, but Beneficiary shall not be liable for any interference caused thereby or failure to restore if Beneficiary determines in its sole discretion that it is not economically practicable. Beneficiary shall reimburse Trustor for the cost of repair of any physical injury to the Property caused by the entry and inspection to the extent required by Civil Code section 2929.5(c). (h) Reimbursement of Lender. In the event of any default under this Deed of Trust or under the Note, Trustor shall promptly reimburse Beneficiary for any environmental studies or tests which Beneficiary deems necessary to ascertain the presence and/or level of any Hazardous Materials on the Property.' 24. Definitions of Environmental Terms. For the purposes of this Deed of Trust, the following terms shall have the following meanings: (a) `Environmental Damages" means ,,,,all cloirns,, judgments,` damages (including without limitation, punitive damages), lcises, penalties, fines, liabilities (including strict liability), encumbrances, liens, costs and expenses of investigation and defense of any claim, whether or not such is ultimately defeated, and of any settlement or iudament, of whatever kind or nature: ccrritinent or otherwise rriatured or unmatured, rtiitation reasonable attorneys' fees and i are' #c''urred at any time as a result of beneath the Property or migrating or r, or the existence of a violation of Property regardless of whether the lation of Environmental Requirements of the Property, and including, without (1) damages for personal injury, or injury to Property or natural resources occurring upon car off of the Property, foreseeable or unforeseeable, including, without limitation, lost profits, consequential damages, the cost of demolition and rebuilding of any improvements on real property, interest and penalties including but not limited to claims brought by or on behalf of employees of Trustor, with respect to which Trustor waives, for the benefit of Beneficiary only, any immunity to which it may be entitled under any industrial or worker's compensation laws; (2) fees incurred for the services of attorneys, consultants, contractors, experts, laboratories and all other costs incurred in connection with the investigation, cleanup or remediation of such Hazardous Materials or violation of Environmental Requirements including, but not limited to, the preparation of any feasibility studies or reports or the performance of any cleanup, remedial, removal, abatement, containment, closure, restoration or monitoring work required by any federal, state or local. governmental agency or political subdivision, or reasonably necessary to make full economic use of the Property or any other Property or otherwise expended in connection with such conditions, and including without limitation any attorneys' fees, costs and expenses incurred in enforcing this Deed of Trust or collecting any sums due hereunder; and (3) liability to any person or entity to indemnify such person or entity for costs expended in connection with the items referenced in subparagraph (2) hereof. (b) "Environmental Requirements" means all applicable present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, franchises and similar items, of all governmental agencies, departments, commissions, boards, bureaus or instrumentalities of the United States, states and political subdivisions thereof and all applicable judicial and administrative and regulatory decrees, judgments and orders relating to the protection of human health or the environment, including, without limitation: (1) all requirements, including but n reporting, licensing, permitting, investigation and reme releases or threatened releases of Hazardous Materials, contaminants or hazardous or toxic substances,, materia or gaseous in nature, into the air, surface water, rouni manufacture, processing, distribution, use, treatet, handling of Hazardous Materials, pollutants, cofital substances, materials, or wastes, whether solid, liquid or nited tc those pertaining to )n of emissions, discharges, nical substances, pollutants, wastes whether solid, liquid r or land, or relating to the -age, disposal, transport or its or hazardous or toxic ous in nature; and O which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcint ge ic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, any State of the United States, or any political subdivision thereof, or (4) the presence of which on the Property causes or threatens to cause a nuisance upon the Property or to adjacent properties or poses or threatens to pose a hazard to the Property or to the health or safety of persons on or about the Property; or (5) which contains volatile organic compounds such as gasoline, diesel fuel or other petroleum hydrocarbons; or (6) which contains polychlorinated biphenyls (PCBs) or asbestos or asbestos -containing materials or urea formaldehyde foam insulation; or (7) radon gas. 25. Environmental Indemnity. Trustor agrees to indemnify, reimburse, defend, exonerate, pay and hold harmless Beneficiary, its affiliates and their respective successors and assigns who acquire all or any portion of the loan secured by this Deed of Trust or the Property in any manner, including but not limited to, purchase at a foreclosure sale, acceptance of a deed in lieu thereof or otherwise through the exercise of the rights and remedies of Beneficiary under this Deed of Trust and the directors, officers, shareholders, employees, successors, assigns agents, contractors, subcontractors, experts, licensees, affiliates, lessees, mortgagees, trustees, and invitees of Beneficiary and such other persons or entities, from and against any and all Environmental Damages arising from the presence of Hazardous Materials upon, about or beneath the Property or migrating to or from the Property, or arisi.in any manner whatsoever out of the violation of any Environmental Requirements pertaining to the Property and the activities thereon, or the breach of any warranty or cotenant ,or the inaccuracy of any representation of Trustor contained in this Deed of Trust unless and to the extent such Environmental Damages exist solely as a result of the gross negligence or willful misconduct of Beneficiary; provided, however„that the obligations under this Section 25 shall apply only to the extent that Environinntal Damages are related to actions or events occurring after transfer of title to the Property to Trustor or Trustor obtains a right of access to the Pioperty for purpose of environmental testing or construction -related activities, whichever occurs fifkW This obligation shall include, but not be limited to, the burden and expense of defendingall:claims, suits and administrative proceedings (with counsel chosen by Trustor and ` reasonably approved by the indemnified parties), even if such claims, suits or proceedings are groundless, false or fraudulent, and etonducting all negotiations of any description, and paying and discharging, when and as the same become due, any and all judgments, penalties or other sums due against such in rrinifiecl ,persons, Jrustor's obligations hereunder shall not apply with respect to Env ronniental Datrtages caused after Beneficiary has purchased the Property at a foreclosure sale unless caused by Trustor, either solely or jointly with others, including Beneficiary. 26. Environmental Remedies. ” Notwithstanding anything to the contrary in this Deed of Trust, the rights of Boneficiary and the obligations of Trustor created under the foregoing paragraphs 23. 24, and 25 shall be in addition to those other rights and obligations, respectively,'created or imposed by statutory, common or case law. 27. Provisional- Remedies on Default. Should Trustor fail or refuse to make any payment or do any act which it is obligated hereunder to make or do, at the time and in the manner herein provided, or if any representation of Trustor in this Deed of Trust, or other document referred to herein is incorrect, then Trustee and/or Beneficiary, each in its sole discretion, may, without notice to or demand upon Trustor, and without releasing Trustor from any obligation hereof: (a) Make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, either Trustee or Beneficiary being authorized to enter upon and take possession of said Property for such purposes; (b) Commence, appear in and/or defend any action or proceedings purporting to affect the security hereof, and/or any additional or other security therefore, the interest, rights, powers and/or duties of Trustee and/or Beneficiary hereunder, whether brought by or against Trustor, Trustee or Beneficiary; (c) Pay, purchase, contest or compromise any claim, debt, lien, charge or encumbrance which in the judgment of either may affect or appear to affect the security of this Deed of Trust, the interest of Beneficiary or the rights, powers and/or duties of Trustee and/or Beneficiary hereunder; (d) Enter into and upon and take and hold possession of any or all Property covered hereby and exclude the Trustor and all other persons therefrom; (e) Operate, and manage the said Property ai collect any and all rents, issues, income and profits the assigned and transferred to Beneficiary, and from tin accumulate same for application, in such order and ma discretion shall consider advisable, to or upon the folio, costs of upkeep, maintenance, repair, and/or pPeration of any sums theretofore or thereafter advanced pursuan 'Jo the interest then due or next to become due upon %, so assessments upon said Property then due or next to beco said indebtedness, or any other obligation secured by this it and lease the same and n, the same being hereby timeiply same and/or as Benefioiry in its sole the necessary and prober d Property, the repayment of terms of this Dwf of Trust, indebtedness, the taxes and due, the unpaid principal of od of Trust. The collection and/or receipt of rents,issues, income ;and/or profits from said Property by Beneficiary after declaration of default anc election to cause said Property to be sold under and pursuant to the terms of this Deed of'Trust shall not affect or impair such default or declaration of default or election to cause said Property to be sold or any sale proceedings rgdicated thereon, but such ~proceedings may be conducted and sale effected notwithstanding the receipt and/or collection of any such rents, issues, income and/or profits. Any such rents,'issites, income and/or profits in the possession of said Beneficiary at fhc � time o ale and nbt� theretofore applied as herein provided, shall be applied in the samie ~runner and for the same purposes as the proceeds of the sale. Neither Trustee nor Beneficiary shall be under any obligation to make any of the payments or do any of the acts above mentioned, but, upon election of either or both so to do, employment of an attorney is authorized and payment of such reasonable attorney's fees and of all other necessary expenditures is hereby secured. 28. Condemnation:. All moneys and awards payable as damages and/or compensation for the taking of title to or possession of, or for damage to, any portion of the Property subject to this Deed of Trust by reason of any condemnation, eminent domain or other similar proceeding shall be paid to Beneficiary, and such moneys and awards are hereby assigned to Beneficiary, and judgment therefore shall be entered in favor of Beneficiary, and when paid, may, at the option of the Beneficiary, be applied, in whole or in part, by Beneficiary upon any indebtedness or obligation secured hereby, whether the same be matured or unmatured, and in such order as Beneficiary may determine, be used in whole or in part to replace or restore the Property to a condition satisfactory to the Beneficiary, be used in whole or in part to fulfill any of the covenants contained herein as the Beneficiary may determine, or be released to the Trustor; and the Trustor hereby covenants and agrees, upon request by the Beneficiary, to make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning the aforesaid moneys and awards to the Beneficiary free, clear and discharged of any and all encumbrances of any kind or nature whatsoever. 29. Acceptance of Late Payments. By accepting payment of any sum secured hereby after its due date, Beneficiary does not waive its rights either to require prompt payment when due of all other sums so secured or to declare default as herein provided for failure so to pay, except as to the payment so received. 30. Waivers and Authorizations. At any time, or from time to time, without liability therefore and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and the note or notes secured hereby for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby or the effect of this Deed of Trust upon the remainder of said Property, Trustee may reconvey any part of said Property; consent in writing to the making of any map or plat thereof, join in granting any easement thereon; or join'in any exi Gori agreement or any agreement subordinating the lien or charge hereof. Trustor, for itself and its successors and assigns (including without limitation any subsequent or tither ,junior creditor of any part or all of the Property), waives any right to object I Ao such reconveyance, mapping, easement or agreement with respect tc such Property and waives any right to require that the value of such Property ' applied upon the debt secured hereby (other than the amount, if any, actually receive by Beneficiary in connection with any such transaction). 31. Release, Modification and Reeonveyane Waiver of Marshalling. Without affecting the liability of any other person liable for the p ymcnt of any obligation herein mentioned, and without affecting the lien or charge of this Deed of Trust upon any Property not then or theretofore released as security, for the full amount of all unpaid obligations, Beneficiary may from time to time, and without notice release any person so liable, extend the maturity or alter any of the terms of any such obligation, or grant other indulgences, release or reconvey pt ;cause to be released or reconveyed at any time at Beneficiary's , opt on any parcel or portion or all of the real Property described herein, take or release any ether or additional security for any obligation herein mentioned, and/,or make composition or other arrangements with debtors in relation thereto. Trustor waives,any right to object o the release or reconveyance of such Property and waives any right to require that the valde of any Property so released or reconveyed be applied upon the debt secured hereby (ether than the amount, if any, actually received by Beneficiary in connection with any such release). Trustor agrees that if the Beneficiary at any time holds any additional security for any obligations secured hereby, it may enforce the sale thereof or otherwise, realize upon the same at its option, either before or concurrently therewith or after a"sale is made hereunder. 32. Substitution of Trustee. Beneficiary hereunder may, from time to time, appoint another trustee or trustees to execute the trusts hereby created; and upon the recordation of such appointment in the office of the County Recorder of the County where such Property is situated, the new trustee or trustees shall be vested with all the title, interest, powers, duties, and trusts in the premises hereby vested in the Trustee first above named. 33. Reconveyance By Trustee. (a) Trustor shall be entitled to partial reconveyances of this Deed of Trust, from time to time, as to each lot upon the sale of such completed townhome lot to a homeowner, for use as a residence, in accordance with applicable deed restrictions or other instruments or documents binding the Property. (b) Upon written request of Beneficiary stating that all sums secured hereby have been paid and upon surrender to Trustee of this Deed of Trust and the note or notes secured hereby for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the Property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled hereto". 34. Right of Entry. The Beneficiary is authorized by enter at any time upon any part of said Property and th( for the purpose of inspecting the same, and for the purpf it is authorized to perform under the terms of this DE reimburse Trustor for the cost of repair of any physical Beneficiary's gross negligence or willful miseoduct c acting on the Property pursuant to this paragraph. 35. Default. Acceleration and satisfy the o Sale. Should breech or default be made by Trustor in fired hereby i'r in performance of any obligations, reunder which breach or default is not cured within representation of Trustor in this Deed of Trust, or incorrect, Beneficiary may declare all sums secured )le, and in such case, shall execute and deliver to cult and demand for sale and written notice of default Property, and shall surrender to Trustee this Deed of :eand all documents evidencing any expenditures of default and election to cause said Property to be 'shall be duly filed for record. (b) Right to Rescind. Beneficiary, from time to time before Trustee's sale, may rescind any such notice of breach or default and of election to cause to be sold said Property by executing and delivering to Trustee a written notice of such rescission, which notice, when recorded, 'shall also constitute a cancellation of any prior declaration of default and demand for sale. The exercise by Beneficiary of such right of rescission shall not constitute a waiver of any breach or default then existing or subsequently occurring, or impair the right of Beneficiary to execute and deliver to Trustee, as above provided, other declarations of default and demand for sale, and notices of breach or default, and of election to cause to be sold said Property to satisfy the obligations hereof, nor otherwise affect any provision, covenant or condition of said Note or Notes and/or of this Deed of Trust or any of the rights, obligations, or remedies of the parties thereunder. (c) Private Sale. At least three months having elapsed after recordation of notice of default, without demand on Trustor, said Trustee, having first given notice of sale as then required by law, shall sell said Property at the time and place of sale fixed by it in the notice of sale at public auction to the highest bidder for cash, payable at time of sale. The whole of the trust estate shall be sold in a single lot or parcel and as an entirety unless the Beneficiary shall, in writing, direct the Trustee to sell said trust estate in separate parcels and shall direct the Trustee as to the parcels into which the trust estate shall be divided for purposes of sale and the order in which said parcels shall be offered for sale. Trustor, for itself and its successors and assigns (including without limitation any subsequent or other junior creditor of any part or all of the Property), waives any right to marshalling of assets or any right to require any part of the Property to be sold prior to any other part of the Property or any right to require the Property to be sold in parcels rather than as a whole. Trustee may postpone sale of all or any portion of said Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Without further notice Trustee may make such sale at the time to which same shall be so postponed. Trustee shall deliver to such purchaser its Deed conveying the Property so sold, but without any covenant ' or "warranty, express or implied, and the recitals in such deed or deeds of any :matters or 'facts affecting the regularity or validity of said sale shall be conclusive (except as against, parties hereto) proof of the truthfulness thereof; also such deed or deeds shall be conclusive (except as against the parties hereto) against all persons-,4s,to all matters or facts therein recited. Any person, including Trustor, Trustee,or Beneficiary as hereinafter defined, may purchase at such sale. (d) Applicata such sale to payment of. Trustee shall apply the proceeds of any (i) All costs, fees, charges and expenses of Trustee and of these trusts, reasonable fees of any attorneys employed by Trustee and/or Beneficiary pursuant to the provisions hereof, Trustee's fees in connection with gale, and all expenses of sale, including cost of,,procuring guarantee or evidence of title in connection with the sale proceedings and tither costs associated with the Trustee's Deed; All, other suns then - secured hereby, including indebtedness r% all sums advanced or expended under the terms hereof and not then rest on each of the foregoing items, all in such manner and order of ferenc: as the Beneficiary may in its sole and absolute discretion (iii) The remainder, if any, to the person or persons legally entitled thereto, upon proof satisfetory to the Trustee of such right. 36. Successors and Assigns. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term `Beneficiary" shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. 37. Severability. If any provision hereof should be held unenforceable or void, then such provision shall be deemed separable from the remaining provisions and shall in no way affect the validity of this Deed of Trust. 38. Acceptance By Trustee. Trustee accepts these Trusts when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. 39. No Notice By Trustee. Trustee shall be under no obligation to notify any party hereto of any action or proceeding of any kind in which Trustor, Beneficiary and/or Trustee shall be a party, unless brought by Trustee, or of any pending sale under any other Deed of Trust; 40. Number and Gender. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 41. Waiver of Statute of Limitations. The right to plead any and all statutes of limitations as a defense to any demand secured by this Deed of Trust is hereby waived to the full extent permissible by law. 42. Trust Irrevocable. The trust created hereby is irrevocable by,the Trustor. 43. Interpretation. The term "and/or" as used herein means one bf the other or both, or any one or all, of the things or persons in connectionwith which the. ords are used. Paragraph headings are for reference only, and shall not be considered in the interpretation of this Deed of Trust. 44. Maximum Interest Rate. Notwithstanding ariy prevision herein or in said note, the total liability for payments in the nature of interest shall not exceed the limits now imposed by the usury laws of the State: of California. 46. Materiality. Each and 'every, 6vision, covenant, term and condition, representation dhd Warranty herein contained is agreed to be a material provision hereof, and -any breach thereof shall constitute sufficient ground for acceleration of the due date of the indebtedness secured hereby and a sufficient ground for foreclosure in the event of failure of Trustor eitherto cure said breach within the time periods, if any, herein provided or to pay in full the indebtedness hereby secured. Tn j ctnr FAITHWORKS COMMUNITY COALITION, INC., a California nonprofit corporation By: Name: Crystal. Spencer Title: Executive Director ** Please have Notary Public attach a separate Acknowledgement Form with signature and seal *** 10.14 25 11 HAM, Il1[w.11X130049191111[17►1 ALL THAT CERTAIN REAL PROPERTY SITUATED IN CITY OF REDDING, COUNTY OF SHASTA, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: LOT 4, 5, AND 6 OF BLOCK 4, AS SHOWN ON THE MAP` t)F PARK SUBDIVISION RECORDED IN THE OFFICE OF THE COUNTY RECORDER, MAY 25, 1936, IN BOOK 5 OF MAPS AT PAGE 12, SHASTA COUNTY RECORDS. Assessor's Parcel No. 104-350-018-000, 104-350-018-019-000 AND 104-350+01,18-020-000 I W14 of I • CITY LAND LOAN PROMISSORY NOTE SECURED BY DEED OF TRUST ($1.53,000.00) 2025 FOR VALUE RECEIVED, the undersigned, FaithWorks Community Coalition, Inc., a California nonprofit corporation ("Maker") promises to pay to the order of the CITY OF REDDING, a municipal corporation ("Lender"), the principal sum of One Hundred Fifty -Three Thousand and No/100 Dollars ($153,000.00), (the "Loan"), together with interest thereon in the manner provided for below. Maker and Lender have entered into that certain Dispos of , 2025 (the "DFA"). Pursuant to the DFA, Instructions, and the exhibits thereto, Maker is purchas Parkview Avenue, 825 Parkview Avenue and 2520L( California, Assessor's Parcel Numbers 104-350-018; ; 1 "Property") at fair market value from Lender. The purcl One Hundred Fifty -Three Thousand and No/100 Dollars L and Financing Agreement dated as he Purchase Agreement and Escrow certain real property,,located at 815 I Avenue, Redding,Shasta County, 350-019,7000, 104-350-020-000 (the price of such Property is the sum of 5;000.00). 1. The principal balance of this Note shall bear simple until repaid in full at One percent (1%) per annum. 2. The Term of this five (55) years from the all outstanding princip 3. This Note is Rents, Security Agrc Deed of Trust create project. ;ommence with the d dation of a Notice of interest will be due. the date of this Note this Note and shall expire fifty- letion by the City at which time ,and Loan Deed of Trust, Assignment of i date herewith (the "Deed of Trust"). The , Maker's interest Property constituting the 4. In the event of any default of this Note, the unpaid balance of this Note shall bear interest at the rate often percent (10%) {the "Default Rate") from the date of default. 5. Maker shall have the, Might to prepay this Note, in whole or in part, at any time without penalty. All payments iceived on account of this Note shall be first applied to accrued interest, if any, and the remainder'shall be applied to the reduction of principal. 6. Upon any default, the holder of this Note may apply payments received on any amounts due hereunder or under the terms of any instrument now or hereafter evidencing or securing the indebtedness as said holder may determine and, if the holder of this note so elects, notice of election being expressly waived, the principal remaining unpaid with accrued interest shall at once become due and payable. 7. The Maker waives presentment, protest and demand, notice of protest, demand and dishonor and nonpayment of this Note and agrees to pay all costs of collection when incurred, including reasonable attorneys' fees, and to perform and comply with each of the covenants, conditions, provisions and agreements of any of the undersigned contained in every instrument now evidencing or securing said indebtedness. No extension of the time for the payment of this Note or any installment hereof made by agreement with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability under this Note, either in whole or in part, of any of the undersigned not a party to such agreement. 8. Notwithstanding anything to the contrary herein, except as expressly permitted under the DFA, this Note shall be due in full upon the sale or encumbrance of the. Property encumbered by the Deed of Trust, as provided in the Deed of Trust, subject to the provisions of Section 16 of the Deed of Trust, which is incorporated herein by reference. Section 16 of the Deed of Trust provides as follows: "16. Sale. (a) Prohibition of Transfer. below, Trustor shall not, without the" prior wvr which consent may be given or withheld by Ben sell, convey, or transfer the herein described Pi any interest in it, by the operation of law or corporation, limited liability company, partne change in the ownership, control or manageme interests of limited partners) in, Trustor shall b the Property. as provided '"1n (b) sent of Beneficiary, n its sole discretion, ierty, or any part of it, or herwise. If Trustor is a lip or joint venture, any of, or interest (other than teemed to be a transfer of I10on the ; occurrence of any such transaction with Beneficiary's consent, or 'Without Beneficiary's consent if Beneficiary elects not to exercise its: rights and remedies in the event of default (including, but not limited to, acceleration of the indebtedness secured hereby), Beneficiary shall not be obligated to ,release Trustor from any liability hereunder or under the Note or under any of the other documents evidencing or securing the note secured hereby. Consent to any such transaction shall not be deemed to be consent, or a waiver of the requirement of consent, to any other transaction. (b) ;Sale in Ordinary Course. Notwithstanding subparagraph,I6(a) above, however, it is agreed that Trustor may (subject to any other provision hereof and to any provision of the Note secured hereby or of any assignment of rents or assignment of leases or any other instrument evidencing security for the loan secured hereby) sell the Property in the ordinary course of business to purchasers, and that such sale of the Property shall not be deemed a sale, conveyance, alienation or encumbrance so as to violate this covenant. For the purposes of this section, a sale of the Property in the ordinary course of business shall consist only of sales of a completed unit in accordance with the DFA and any applicable deed restrictions or other instruments or documents binding the Property." 9. At the election of Lender, any material default by Maker of the terms of the DFA, the Agreement Containing Covenants (Exhibit 2 to the DFA), or the City Declaration of Rent Restrictions (Exhibit 4 to the DFA) shall be a default of this Note, and upon any such default by the Maker, this Note shall become due in full. 10. Nothing in this Note shall create any relationship between Maker and Lender, other than a debtor -creditor relationship. Maker and Lender shall not be partners, joint venturers, equity venturers, or any other form of partnership or venture. 11. The provisions of this Promissory Note shall inure to the benefit 'O£ and be binding on the successors and assigns of the parties. 104 Ell 114 01 13 FaithWorks Community Coalition, Inc a California nonprofit corporation By: Name: Crystal Spencer Title: RECORDING REQUESTED BY: City of Redding CITY BUSINESS - NO FEE Section 6103 of the Government Code of the State of California AND WHEN RECORDED MAIL TO: City of Redding — Housing Division P.O. Box 496071 777 Cypress Avenue Redding, CA 96049-6071 CITY OF REDDING DEED OF TRUST THIS DEED OF TRUST is made this,_ COMMUNITY COALITION INC., a equitable title, herein called "Trustor," and/o Redding, CA 96001; FIDELITY NATIONA address is 2001 Market St.,, Suite 100, RE] municipal corporation and general law city, w Redding, California 96Q4-6071, herein called " WITNESSETH: with Power of Sale, that described as: GNMENTS OF RENTS day of 2025, by FAITHWORKS a nonprofit public benefit corporation, as to awer", whose address is 2825 West Street #1, 1E COMPANY,herein called "Trustee," whose CA 9660"1'';' and the CITY OF REDDING, a dress is P.C. Box 496071, 777 Cypress Avenue, iarv" and/or the "Lender". its, Transfers and Assigns, to Trustee, in Trust, ("City"), County of Shasta, State of California, Description ASSESSOR'S PARCEL NUM, BERS 104-350-019-000 1.04-350-018-000 104-350-020-000 TOGETHER WITH: (a) all buildings, improvements and fixtures, now or in the future thereon, it being understood and agreed that all classes of property attached or unattached used in connection herewith shall be deemed fixtures, (b) rents, issues and profits thereof, and (c) all sums of money payable on the purchase price of said property secured by a lien thereon or payable under any agreement for the sale thereof, SUBJECT, HOWEVER, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues, and profits, and all sums of money payable on the purchase price of said property secured by a lien thereon or payable under any agreement. BORROWER HEREBY expressly acknowledges and agrees that the subject loan, this Deed of Trust, and the property which serves as security for the Note and Deed of Trust, involves a mixed-use, multi -family residential transaction, one that the Borrower is expressly entering into for the provision of affordable housing and not for profit, and not in any way related to Borrower's home or residence. As such, Borrower further acknowledges and agrees that Lender likewise is making this loan on the aforesaid basis, and thus intends to enforce any and all of its rights accordingly. FOR THE PURPOSE OF SECURING: 1. Payment of the sum of One Million Six Hundred Thousand and No/1.00 Dollars ($1,600,000) with interest thereon according to the terms of a certain Note of even date herewith, designated as the "City Promissory Note" made by Trustor, payable to the order of the Beneficiary and extensions or renewals thereof. 2. Payment of such additional sums with interest thereon as (a) may be hereafter borrowed from the Beneficiary by the then record owner or owners of said property when evidenced by another Promissory Note or Notes reciting that they are secured hereby, or (b) as may be added to the indebtedness secured hereby in accordance with the provisions of this Deed of Trust. 3. Performance of each and every obligation; covenant, promise, or agreement of Trustor contained herein. 4. Payment, with interest thereon, of any other present or future indebtedness or obligation of the Trustor (or of any successor in interest of the Trustor to said property) to the Beneficiary reciting that they are secured hereby, whether created directly or acquired by assignment, whether absolute or contingent, whether due or not, whether otherwise secured or not, or whether existing at the time of the execution of the Deed of Trust, or arising thereafter. 5. Performance of each agreement of Trustor eontained in any Development Agreement and/or Disposition and Financing Agreement (including without 1lutitation the Exhibits thereto) entered into between Trustor and Bene eiary for the development, construction of improvements, adoption of rent restrictions or other affordability covenants, or otieration of certain activities on the above-described property. I 0X910110XON09:1N 1. To keep said property in good condition and repair; to allow Beneficiary or its representatives to enter and:ispect the premises at all reasonable times and access thereto shall be permitted for that purpose; not .to remove or demolish any building thereon; not to make alterations thereto wiihpdt the consent of tie Beneficiary; to suffer or permit no change in the general nature of the occupancy of the premises without Beneficiary's written consent; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged, or destroyed thereon, including, without restricting the generality of the foregoing, damage from termites and dry -rot; to pay when due all claims for labor, performed and materials furnished in connection with such property and not to permit any mechanic's lien against such property; to comply with all laws affecting such property or requiring any alterations or improvements to be made thereon; not to initiate or acquiesce in any zoning reclassification without Beneficiary's written consent; not to commit or permit waste thereon; not to commit, suffer, or permit any act upon such property in violation of the law; and to paint, cultivate, irrigate, fertilize, fumigate, prune, and do all other acts that from the character or use of said property may be reasonably necessary; to promptly pay all amounts due others upon agreements of lease or conditional sale of all fixtures, furnishings, and equipment located thereon. If the loan secured hereby or any part thereof is being obtained or should any additional loan be made hereafter for the purpose of financing rehabilitation improvements or construction of affordable housing on said property, Trustor further agrees, anything in this Deed of Trust to the contrary notwithstanding: (a) to complete the same in accordance with City approved plans and specifications satisfactory to Beneficiary; (b) to allow Beneficiary to inspect such property at all times during construction; (c) to replace any work or materials unsatisfactory to Beneficiary within fifteen (15) calendar days after written notice from Beneficiary of such fact, which notice may be given to Trustor by registered or certified mail, sent to its last known address, or by personal service of the same; (d) that work shall not cease on the construction of such improvements for any reason whatsoever for a period of fifteen (15) calendar days, whether consecutive or not, without the written permission of the Beneficiary; (e) to pay when due all claims for labor and materials furnished in connection with the said construction and/or rehabilitation and not to permit any claims of lien for said work or material to be filed of record against the said property; and (f) not to permit any stop notice claims to be presented to Beneficiary. If the said property is part of a larger tract upon which improvements will be constructed, Trustor shall make separate contracts and subcontracts for said construction, which shall pertain to the said property only and shall keep separate, full, and complete records of all work and materials furnished to the said property. Trustee, upon presentation to it of an affidavit signed by the Beneficiary setting forth facts showing a default by Trustor under this paragraph, is authorized to acceptas true and conclusive all facts and statements therein and to act thereon hereunder. 2. To provide and maintain in force at all times with respect to said proprty, fire and other types of insurance as may be required by Beneficiary. zll of such insurance shall have a loss payable endorsement in favor of Beneficiary, shall contain an endorsement that such insurance shall not be canceled or modified without thirty (30) days advance written notice to Beneficiary, shall be for a term and in form, content, amount, and with such companies as may be satisfactory to Beneficiary, and the policies therefor shall be delivered to and remain in possession of Beneficiary as further security for the faithful performance of Trustor hereunder. At least thirty (30) days prior to the expiration of, any insurance policy, a policy or policies renewing or extending such expiring insurance shall be delivered tee Beneficiary together with written evidence showing payment -4 be"premium therefor and, in the'�cvent any such insurance policy and evidence of the payment of the premium therefor are not so delivered by Trustor to Beneficiary, Trustor, by executing this Deed. of Trust, specifically requests Beneficiary to obtain such insurance and Beneficiary, without obligation to do so, without notice fo'er demand upon Trustor and without releasing Trustor from any obligation hereof, may obtain such insurance through or from any insurance agency or company acceptable to it, pay the premium thereof, and may add the amount thereof to the indebtedness secured hereby, which amount shall bear a like rate of interest. Beneficiary may furnish to any insurance agency er, company, or any other person, any .information contained in or extracted from any insurance policy theretofore delivered, to Beneficiary pursuant hereto and any information concerning the loan secured herby. Neither Trust,ele" nor Beneficiary shall be responsible for such insurance or for the collection of ahs insurance monies, or for any insolvency of any insurer or insurance underwriter. In case of insurance loss. Beneficiary i hereby authorized either (a) upon prior notice to Trustor, to settle and adjust any claim under the insurance policies provided for in this document without the consent of the Trustor, or (b) to allow Trustor to agree with the insurance company or companies on the amount to be paid upon the loss. In either case, the Beneficiary is authorized to collect and make receipt of any such insurance money. If Trustor is obligated to restore or replace the damaged or destroyed buildings or improvements under the terms of any lease or leases which are or may be prior to the lien of this Deed of Trust and such damage or destruction does not result in cancellation or termination of such lease, such proceeds, after deducting therefrom any expenses incurred in the collection thereof, shall be used to reimburse the Trustor for the cost of rebuilding or restoring the buildings or improvements on said premises. In all other cases, such insurance proceeds, at the option of the Trustor, shall either be used for the cost of rebuilding or restoring the building or improvements on said premises or applied in reduction of the indebtedness secured hereby whether due or not. If Trustor elects to apply such proceeds to a reduction of the indebtedness secured hereby such application shall be in such order as Beneficiary may determine. Such buildings and improvements shall be so restored or rebuilt as to be of at least equal value and substantially the same character as prior to the damage or destruction, and shall be in a condition satisfactory to Beneficiary. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Any and all unexpired insurance shall inure to the benefit of, and pass to the purchaser of, the property conveyed at any Trustee sale held hereunder. 3. To pay: (a) all general and special. City and County taxes affecting such property; (b) when due, all special assessments for public improvements, without permitting any improvement bond to issue for any special assessment; (c) when due, all encumbrances, charges and liens, with interest, on said property, or any part thereof, which are or appears to be prior or superior hereto; (d) if the security of this Deed of Trust is a leasehold estate, to make any payment or do any act it c` 1red of the Lessee or its successor in interest under the terms of the instrument or instruments creating said"leasehold; (e) all costs, fees and expenses of this trust; (f) for any statement regarding the obligation secured hereby any amount demanded by Beneficiary not to exceed the maximum allowed by law" thereof at the time when such request is made; (g) such other charges for services rendered by Beneficiary and furnished at Trustor's request or that of any successor in interest to Trustor as the Beneficiary may deem reasonable. If, by the laws of the United States of America; or of any state having jVd9diction over the Trustor, any tax is due or becomes due in respect to .the issuance of the Note hereby secncd, the Trustor covenants and agrees to pay such tax in the manner required by such law. Should Trustor fail to make any such payment, Beneficiary may elect to make such payment and any amount so paid may be added by Beneficiary to the indebtedness secured hereby and shall bear a like rate of interest. 4. That, should Trustor fail to make an Trust, then Beneficiary or Trustee, but without oblig` Trustor and without releasing Trustor from any obli manner and to such extent as either may deem nec Trustee being authorized to erste upon said proper defend any action or proceeding purporting to affec Deed of Trust, or the "rights or powers of Bene compromise any encumbrance, charge or lien, which superior hereto; and (d) in exercising any such powe his reasonable fees. Trustor ogees to, repay any amv amount so; expended may be add like rate Of interest. This proyisi Davment in wood faith. y payment or do any aci,as provided in this Deed of ation to do so and without notice to or demand upon gation hereof, maya) make or do the same in such essary to protect the security hereof, Beneficiary or ty for such phrposes; (b) commence, appear in, or f the security hereof or the property covered by this fibiary, or Trustee; (c) pay, purchase, contest, or in the judgment of either is or appears to be prior or rs, pay necessary expenses, employ counsel and pay unt so expended on demand of Beneficiary, and any to the indebtedness secured hereby and shall bear a I to curtail the right of Trustor to contest any such 5. v, perform each agreement of Trustor contained in any Development Funding Agreement (including without: limitation the Exhibits thereto) entered into between Trustor and Beneficiary for the development, construction of improvements, adoption of rent restrictions or other affordability covenants, or operation of certain activities on the above-described property. 6. To appear in and defend any action or proceeding purporting to affect the security hereof or the property which is covered by this Deed of Trust, or the rights or powers of Beneficiary or Trustee, and whether or not Trustor so appears or defends, to pay all costs and expenses, including cost of evidence of title and attorneys' fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear by virtue of being made a party defendant or otherwise irrespective of whether the interest of Beneficiary or Trustee in such property is directly questioned by such action, including any action for the condemnation or partition of said premises, and in any suit brought by Beneficiary to foreclose this Deed of Trust. 7. To pay immediately and without demand, all sums expended under the terms of this Deed of Trust by Beneficiary or Trustee, with interest from the date of expenditure at the rate that the principal obligation secured hereby bears at the time such payment is made, and the repayment of such sums shall be secured hereby. 8. That, should the Trustor or any successor in interest to Trustor in such property drill or extract, or enter into a lease for drilling or extraction of oil, gas, or other hydrocarbon substances or any mineral of any kind or character, or sell, convey, further encumber, or alienate said property, or any part thereof, or any interest therein, or be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily except as allowed by the Agreement, Beneficiary shall have the right, at its option, to declare any indebtedness or obligations secured hereby irrespective of the maturity date specified in any Note evidencing the same, immediately due and payable, and no waiver of this right shall be effective unless in writing. 9. That any award, settlement, or damages for injury or damages to such property, or in connection with the transaction financed by such loan, and any, award of damages in connection with any condemnation for public use of or injury to said property, or any part thereof, is hereby assigned and shall be paid to Beneficiary, who may apply or release such monies received by it in such tanner and with the same effect as above provided for the disposition of proceeds of fire or other insurance. 10. That, by accepting payment of any sum secured hereby after its due date, or by making any payment, or performing any act on behalf of Trustor, that Trustor was obligated hereunder, but failed, to make, or perform, or by adding any payment so made by Beneficiary to the indebtedness secured hereby, Beneficiary does not waive its right either to require prompt payment when due of all sums so secured or to declare a default for failure so to nay. n 11. That at any time, or from time to time, without:iiability of the Beneficiary or Trustee thereof, and without notice, Up n written request of Beneficiary I and presentation of this Deed of Trust and any Note secured hereby for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, or the lien of the Deed of Trust upon the remainder of said property for the full amount of the indebtedness then or thereafter secured hereby, or the rights or powers of Beneficiary or the Trustee with respect to, the remainder of said property, Trustee may: (a) reconvey any part of said property; (b) consent to''the making of any map or plat thereof; (c) join in granting any easement thereon; (d) join in any agreement subordinating the lien or charge hereof. 1. That the lien hereof shall remain in full force and effect during any postponement or extension'of of payment of the indebtedness secured hereby, or any part thereof. 13. That upon writt� request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust and said Note or Notes to Trustee for cancellation and retention, and upon payment cif its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters of fact shall be conclusive evidence of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto." Such request and reconveyance shall operate as a re -assignment of the rents, issues, royalties and profits hereinafter assigned to Beneficiary. Five (5) years after issuance of such full reconveyance, Trustee may destroy said Note and this Deed of Trust (unless directed in such request to retain them). 14. That as additional security, Trustor irrevocably assigns to Beneficiary the rents, issues, and profits of the property affected by this Deed of Trust for the purposes and upon the terms and conditions set forth below. This assignment shall not impose upon Beneficiary any duty to produce rents from the property affected by this Deed of Trust, or cause Beneficiary to be (a) "mortgagee in possession" for any purpose; (b) responsible for performing any of the obligations of the lessor under any lease; or (c) responsible for any waste committed by lessees or any other parties, for any dangerous or defective condition of the property affected by this Deed of Trust, or for any negligence in the management, upkeep, repair, or control of such property. This is an absolute assignment, not an assignment for security only, and Beneficiary's right to rents, issues, and profits is not contingent upon, and may be exercised without possession of, the property affected by this Deed of Trust. Beneficiary confers upon Trustor a license ("License") to collect and retain the rents, issues, and profits of the property affected by this Deed of Trust as they become due and payable, until the occurrence of a default hereunder. Upon such default, the License shall be automatically revoked and Beneficiary may collect and retain the rents, issues, and profits without notice and without taking possession of the property affected by this Deed of Trust. This right to collect rents, issues and profits shall not grant to Beneficiary or Trustee the right to possession, except as otherwise provided herein; and neither said right, nor termination of the License, shall impose upon City or Trustee the duty to produce rents, issues, or profits or maintain all or any part of the property :affected by this Deed of Trust. If Trustor shall default as aforesaid, Trustor's right to collect any such moneyill cease and Beneficiary shall have the right, with or without taking possession of the property affected hereby, to collect all rents, issues, royalties, and profits and shall be authorized, and may, without notice and irrespective of whether declaration of default has been delivered to Trustee and without regard to the adequacy of the security for the indebtedness secured hereby, either personally or by attorney or agent without bring tg any action or proceeding, or by receiver to be appointed by the Court, enter into possession and hold,, occupy, possess and enjoy the said property, make, cancel, enforce, and modify lases, obtain and eject tenants, and set and modify rents and terms of rents, and to sue, and to take, receive and collect all or any part of the said rents, issues, and profits of the property affected hereby, and after paying such costs of maintenance, operation of said property, and of collection including reasonable attorn' fees, as in its judgment it may deem proper, to apply the balance upon any indebtedness then secured hereby, the rents, issues, royalties, and profits of said property being hereby assigned to Benefibitary for said purposes. The acceptance of such rents, issues, royalties, and profits shall not constitute a waiver of any other right which Trustee or Beneficiary may enjoy under this Deed of Trustor under the laws of California. Failure of or discontinuance by Beneficiary at any time, or from time to time, to collect any such rents, issues, royalties, or profits shall, not in any manner affect the subsequent enforcement by Beneficiary of the right, power and authority to collect the same. The receipt and application by said Beneficiary of all such rents, issues, royalties, and profits pursuant hereto,after execution and delivery of declaration of default and demand for sale Hereinafter provided, or during the pendency of Trustee's sale proceedings hereunder, shall not cute such br6ach or default nor affect said sale proceedings, or any sale made pursuant thereto, but such�;rents, issues, royalties, and �pfofits,,less all costs of operation, maintenance, collection, and reasonable attorneys' fees, when received,by Beneficiary, shall be applied in reduction of the indebtedness secured hereby, from time to time, in such order as Beneficiary may determine. Nothing contained herein, nor the exercise of the right by ;,�,eneficiary to collect, shall be, or be construed to be, an affirmation by Beneficiary of any tenancy, leage�or option, nor an assumption of liability under, nor a subordination of the lien or charge of this Deed of Trust to, any such tenancy, lease or option. 15. That if the security of this Deed of Trust is a leasehold estate, the Trustor agrees that: (a) the term "Lease" as used, herein shall mean the lease creating the "leasehold estate'; (b) Trustor shall not amend, change, or modify his leasehold interest, or the Lease, or agree to do so, without the written consent of the Beneficiary; (c) Trustor will promptly advise Beneficiary regarding any notice, request, or demand received by him from the lessor under the Lease and promptly furnish Beneficiary with a copy of any such notice, request or demand; (d) as long as any of the indebtedness secured hereby shall remain unpaid, unless the Beneficiary shall otherwise consent thereto in writing, the leasehold estate shall not merge with the fee title but shall always be kept separate and distinct, notwithstanding the union of said estates in any party; (e) Trustor agrees that it will promptly, strictly, and faithfully perform, fulfill, and comply with all covenants, agreements, terms, conditions, and provisions under any lease affecting the premises and to neither do anything, nor to permit anything to be done which may cause modification or termination of any such lease or of the obligations of any lessee or person claiming through such lease or the rents provided for therein or the interest of the lessor or the Beneficiary therein or thereunder. Trustor further agrees he will not execute a Deed of Trust or mortgage which may be or become superior to any leasehold estate that is security for this Deed of Trust. In the event of a violation of any of the covenants set forth in this paragraph, Beneficiary shall have the right, at its option, to declare all sums secured hereby immediately due and payable. Consent to or waiver of one of said violations shall not be deemed to be a consent to or waiver of any other violation. If the security for this Deed of Trust is a leasehold estate, the term "said property" as used in this Deed of Trust shall be deemed to mean the leasehold estate whenever the context so requires for the protection of the Beneficiary. 16. Subject to any applicable notice and cure rights, any default by Trustor in payment of any indebtedness secured hereby or performance of any covenant or condition set forth in a Development Agreement between Trustor and Beneficiary shall constitute a default under this Deed of Trust, and upon default by Trustor under the terms of any encumbrance, charge, or lien which is or appears to be prior or superior hereto, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale'tr1f written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary shall also deposit with Trustee this Deed of Trust and any Its and all documents evidencing expenditures secured hereby. After the lapse of such time as then may be required by law following recordation of such notice of default, and notice of sale having been givers a then required by law, Trustee, without demand on Trustor, shall sell said'property at the time and place is ed by it in such notice of sale, whether as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its Deed conveying the property so sold, but without any covenant or warranty, express or implied. The reel tal in such Deed of any matters of fact shall be conclusive evidence of the truthfulness thereotany person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase tit such sale. Trustee may also sell at any such sale and as part thereof any shares of corporate stock securing the obligations secured hereby, and Trustor waives demand and notice of such sale. (Beneficiary at its option may also foreclose on such shares by independent pledge sale,'and Trustor waives demand and notice of such sale.) After deducting all costs, fees and expenses of Trustee, and of this Trust, including cost of evidence of title in connection with this sale, Trustee shall apply the proceedsof sale .to payment, first, of all sums expended under the terms hereof, not th �'r ppaid, with accrued interest,at the rate then payable under the Note or Notes secured hereby, and then of all other sures secured hereby, and, if there are any proceeds remaining, shall distributeAem to the person or.oersons l 2aliv.entitled thereto. 17. To waive, to the fullest extent permissible by law, the right to plead any statute of limitations as a defense to any dcand secured hereby. 18. That Beneficiary" may, from time to time, by instrument in writing, substitute a successor or successors to any 'Trustee named herein or acting hereunder, which instrument, executed and acknowledged by Beneficiary and recorded in the office of the recorder of the county or counties where such property is situated; shall be conclusive proof of property substitution of such successor Trustee or Trustees, who shall, without conveyances from the Trustee predecessor, succeed to all its title, estate, rights, powers, and duties, including but not limited to the power to reconvey the whole or any part of the property covered by this Deed of Trust. Such instrument must contain the name of the original Trustor, Trustee, and Beneficiary hereunder, and the book and page where this Deed of Trust is recorded. If notice of default shall have been recorded, this power of substitution cannot be exercised until after the costs, fees, and expenses of the then acting Trustee shall have been paid to such Trustee, who shall endorse receipt thereof upon such instrument. The procedures herein provided for substitution of Trustee shall not be exclusive of other provisions for substitution provided by law. 19. That this Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, transferees, successors, and assigns. The term Beneficiary" shall mean the owner and holder, including pledgee, of the Note secured hereby, whether or not named as Beneficiary herein. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 20. Trustor agrees to file with Beneficiary annually during October of each calendar year a written operational report which concerns the fiscal year ending on the immediately preceding June 30th and conforms to the standards set forth by the Participating Jurisdiction and 24 CFR Part 92 (with respect to the real property first described in this Deed of Trust) necessary or convenient for Beneficiary to make the annual reports. 21. That in the event of a demand for, and the preparation regarding the obligations secured by this Deed of Trust pursuant to S Code of California (or successor statutes), Beneficiary shall be entitle exceeding the maximum amount which is permitted by law at tle Beneficiary may also charge Trustor a reasonable fee for any oth rendered in Trustor's behalf in connection with said property of this Beneficiary's records pertaining to this Deed of Trust and the loan se transfer of said property, or releasing an existing policy of fire insura by Beneficiary and replacing the same with another such policy. and delivery of a written statement ections 2943 and 2954 of the Civil d to make a reasonable charge, not time 'tlie statement is furnished. er servicerrendered to Trustor or Deed of Trust, including changing cured hereby in connection with the ncc or other casualty insurance held 22. That Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or, proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. 23. That should this Deed of Trust or- °any Note ('secured hereby provide any fee for prepayment of any indebtedness secured hereby, Trustor agrees to pay said fee, if any, if said indebtedness shall be paid prior to the due date thereof stated in said Note or this Deed of Trust even if and notwithstanding , that .Trustor shallhave defaulted in ,payment thereof, or in performance of any agreement hereunder, and Beneficiary, by reason thereof, shall have declared all sums secured hereby immediately due and payable. 24:; That Truster has made certain representations and disclosures in order to induce Beneficiary to make the loch evidenec� by ,the Promissory Note or Notes which this Deed of Trust secures, and in the event that Trustor has�,made any material misrepresentation or failed to disclose any material fact, Beneficiary at its, option and without notice, shall have the right to declare the indebtedness secured hereby, irrespective of the maturity date specified in such Note or Notes, immediately due and payable, and on failure to so pay -Beneficiary may make a written declaration of default and demand for sale as in paragraph No. 15 hotein set forth. Trustee, upon presentation to it of an affidavit signed by Beneficiary setting forth ;facts showing a default by Trustor under this paragraph, is authorized to accept as true and conclusive all facts and statements therein, and to act thereon hereunder. Any notice which any parry hereto may desire or be required to give to the other party shall be in writing. The mailing thereof must be certified mail addressed to the Trustor at his address herein above set forth or to the Beneficiary at his office or at such other place as such parties hereto may designate in writing. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK THE UNDERSIGNED TRUSTOR REQUESTS that a copy of any notice of default and of any notice of sale hereunder be mailed to him at his address hereinbefore set forth. Dated: , 2025 Signature of Trustor(s): FAITHWORKS COMMUNITY COALITION, a California nonprofit public benefit corporation M. CRYSTAL SPENCER. Executive I This document must be notarized. I CITY PROMISSORY NOTE SECURED BY DEED OF TRUST DO NOT DESTROY THIS NOTE: When paid, this note, with Deed of Trust securing same, must be surrendered to Trustee for cancellation before reconveyance will be made. Amount: $1,600,000 Loan #: FOR VALUE RECEIVED, FAITHWORKS COMMUNITY 1 Nonprofit Public Benefit Corporation, ("Borrower"), promises to pay to the ("Holder"), the principal sum of One Million Six Hundred "Thousand ($1, 4 below. 12025 ON, a California e City of Redding ut'suant to Section 1. Borrower's Obli ag tom. This promissory note ("Note") evidences Borrower's, obligation to pay Holder the principal amount of One Million Six Hundred Thousand ($1,600,000) for the funds loaned to Borrower by Holder to assist with the development of certain: real property ("Project") pursuant to a Disposition and Financing Agreement been Borrower and Holder dated , 2025 ("DFA" or "Agreement"). 2. Interest. The principal balance of'tbis Note shall bear simple interest from the date of disbursement until repaid in full at one percent (1%) per annum; prodded, however, if an event of default occurs, interest on the principal balance shall begin to accrue, as of the date of the disbursement and continuing until suchtime as the Load funds are repaid in full, at the default rate of the lesser of: ten percent (10%), compounded annually; or the highest rate permitted by law. 3. Term and Repayment Requirenients. The term of this Note ("Term.") shall commence with the date of this Neste and shall expire fid -five (55) years from said date, at which time the remaining balance Of Drincinal and interest shall be due and pavable. of interest payments are payable in lawful money of the United States. b. All payments on this note shall be paid to the City of Redding at 777 Cypress Avenue, Redding, California, or to such other place as holder of this note may from time to time designate. c. Payments shall be based upon the availability of Residual Receipts generated by the Project as further identified within the Promissory Note and Section 1.47 and 1.48 of the DFA. Payment in full of the remaining balance of principal and interest, if any, shall be due and payable at the conclusion of the City Loan term. Annual payments shall be contingent upon the availability of residual receipt funds. Within ninety (90) days after the end of each fiscal year during the term of the Note, Borrower shall provide Holder with a written year-end cash flow analysis and audited financial statement for the Project prepared by a certified public accountant. Any Residual Receipts realized from the operation of the Project, as shown by the annual audit, shall provide City with a written year-end cash flow analysis and audited financial statement for the Project prepared by a certified public accountant. Any such Residual Receipts received by the City shall be credited as a payment on the City Loan and shall be applied first to reducing the accrued interest, if any, on the loan, and subsequently, to reducing the principal. Residual receipts for purpose of this Note shall have the meaning scribed to it in the DFA. d. All payments on this Note shall be without expense to Holder, and Borrower agrees to pay all costs and expenses, including reconveyance fees and reasonable attorney's fees of Holder, incurred in connection with the payment of this Note and the release of any security hereof. e. Notwithstanding any other provision of obligations of Borrower under this Note, if, for any reason Borrower pursuant to the terms of this Note would result in t the amount that Holder may legally charge under the laws of which payments exceed the lawful interest rate shall autotnati, owing on this Note, so that in no event shall Borrower be of any interest which would exceed the lawful rate. f. The whole of this Note 5. Default. this Note, or any, instrument securing the whatsoever, the payment of all sums by ie payment of interest which would exceed the State of California, th�the amount by ally be deducted from the principal balance ligated under the terms of this Note to pay to a. Any of the£ollowing shall constitute an event ofdefault under this Note. Any failure to pay, in full, any payment required under this Note when due. 2} Any failure in the performance by Borrower of any term, condition, provision, or covenant set forth in this Note: 3) The occurrence of any event of default under the DFA, the Deed of Trust, or the Declaration of Rent Restrictions, (as defined in the DFA). b. Upon the, occurrence of such an event of default and the expiration of the applicable cureperiods the entire unpaid pincipal balance, together with all interest thereon, and together with all sums then payable under this Tote and the Deed of Trust shall at the option of Holder become immediately dhe and payable upph written notice by Holder to Borrower without further demand. c. The failureto exercise the remedy set forth in subsection 5b above or any other remedy provided by law ,upon the occurrence of one or more of the foregoing events of default shall not constitute a wavier of the right to exercise any remedy at any subsequent time in respect to the same or any other default. The acceptance by Holder hereof of any payment which is less that the total of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing remedies or options at that time or at any subsequent time, or nullify any prior exercise of any such remedy or option, without the express consent of Holder, except as and to the extent otherwise provided by law. 6. No Assumption. This Note shall not be assumable by the successors and assigns of Borrower without the prior written consent of Holder. 7. Security. This Note is secured by a City of Redding Deed of Trust and with Assignment of Rents ("Deed of Trust"), of even date herewith, wherein Borrower is the Trustor and Holder is the Beneficiary, covering the Property. 8. Waivers. a. Borrower hereby waives diligence, presentment, protest and demand, and notice of protest, notice of demand, notice of dishonor and notice of nonpayment of this Note. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time, and that Holder may accept further security or release any security for this Note, all without in any way affecting the liability of Borrower. b. No extension of time for payment of this No agreement by Holder with any person now or hereafter liable for release, discharge, modify, change or affect the original liability whole or in part. c. The obligations of Borrower under this Not any and all rights to offset, deduct, or withhold any payments reason whatsoever. 9. Miscellaneous Provisions. or any installment hereof made by ayment of this�ote shall operate to Borrower under this Note, either in 11 be absolute and Borrower waives barges due under this Note for any a. Borrower promises to pay all costs and expenses, including reasonable attorney's fees, incurred by Holder in the enforcrrient of the provisions of this Note, regardless of whether suit is filed to seek enforcement. b. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. c. This Note shall be governed by and construed in accordance with the laws of the State of California. FAITHWORKS COMMUNITY COALITION INC., a California Nonprofit Public Benefit Corporation an Crystal Spencer Executive Director Developer Contribution Whole Person Care City Loan SRTA RM BM Construction Insurance Estimated Affordable Housing Estimated Office Construction Construction C ntinge c Offsite Public Improvement Offsite Public Improvement G Total Affordable Housina )reject Cast x.,800, 300, .00 1,200,0M.00 705,88100 Construction 2,737,082M gi�pp , 0r . 220, . 120,000M 4,505,882.00 Lard purchase is funded by seller carniback loan without a cash transaction • SCOPE OF DEVELOPMENT The Project Site is specifically delineated on the Legal Description (Exhibit A) pursuant to a Disposition and Financing Agreement (DFA). In accordance with this DFA and related documents, Builder agrees that the Project Site shall be acquired from the City and a mixed-use development constructed in accordance with the provisions of this DFA, and related documents approved by the City of Redding (the "City") pursuant hereto. The Builder shall acquire the Project Site pursuant 1 Agreement and Escrow Instructions. Furthermore, tb constructed, on the Project Site, a mixed-use developtnen residential units ("the Project"), all pursuant to the DFA.; any City of Redding Development Services Department the Project. The commercial portion of the project shall area. The Project shall include, but is not limited improvements (sewer, electrical, water lines, natural (common and unit specific areas), on-site walk site improvements as conditioned by Develop complete and move -in ready which includes,' electrical fixtures, range/ovep; ,cabinetry, flo completed to the satisfaction of I Developm( designated Project Coordinator. The Builder respective times established thereforein the Scl B. DE The Project shall conform tt provisions of the Municipal City development standards. W 1.1 ;o tie. DFA and the associated Purchase e Builder shall construct or cause to be consisting of commercial space and twelve this Exhibit, and all condi 4* set forth in (Development Services) permits issued for consist of about 15% of the Project's floor to, the following: 1) underground utility gas, and communication; 2) landscaping eway apron fibro alley, and fencing; 3) off- ices; and 4) residential units will be 100% id airyconditioning systems, plumbing and window coverings. The project will be ,vices and the City's Housing Departments commence and complete the Project by the Df Performance (Exhibit 13 to the DFA). laws and regulations and to local zoning, applicable of Redding (the Municipal Code) and all applicable The Builder shall coordinate the solicitation of bids with the General Contractor (GC) based upon the Final Plans. Builder and GC shall obtain a minimum of three bids per subcontract and, to the greatest extent possible, utilize local suppliers and subcontractors from within Shasta County. The GC will comply with the applicable procurement requirements in 24 CFR Part 200. The Project Coordinator will complete a cost analysis and ensure that the bids are cost reasonable and conform to the proposed budget. The final construction bid from the GC must have all non -construction categories, including, but not limited to, general conditions; profit and overhead; and permits, clearly identified as separate line items. Local State and Federal Laws. The Builder shall carry out the construction of the Project in conformity with all applicable laws, including all applicable federal and state labor standards Builder must comply with the Prevailing Wage Law (Labor Code section 1720 et seq.) including, but not limited to the payment of prevailing wages, if required by law in connection with the activities authorized by this Agreement. EXHIBIT "A" LEGAL DESCRIPTION Assessor's Parcel No. 104-350-018-000, 104-350-018-019-0OO AND 104-350-018-020-000 EXHIBIT 13 SCHEDULE OF PERFORMANCE Builder executes DFA 14 days before City Council Meeting City approves DFA 7 days after Builder executes DFA City executes DFA and related documents 10 days after City approves DFA Builder executes documents noted in Section 5 10 days of the City's execution of DFA Parties enter into a Purchase Agreement and Purchase Agreement and DFA are delivered to Escrow Agent 10 days following execution of DFA City provides reports relating to Property to Builder 10 days of the City's execution of DFA City opens Escrow 5 days of execution of Purchase Agreement City or Escrow Agent provides preliminary title report 15 days of execution of Purchase Agreement Builder submits Preliminary Plans and Project Budget to the City as applicable (6.3 and 8.1) 15 days of executiod of Purchase, Agreement City approves or rejects the Preliminary Plans and Project Budget 14 days following Preliminary Plan" Project Budget submittal Builder submits notice to City of Builder's election to proceed with purchase of Property 14 days of following receipt of City approval of Preliminary Plans and Budget Builder submits certificates of insurance (4.3.2) Prior to the Clos"ie cf Escrow Builder submits evidence of Other Financing (3.5) Prior to the Close of Escrow Builder submits Deposit into Escrow 5 days prior to the Close of Escrow Close of escrow. Parties record Agreement Containing Covenants, Memorandum of DFA, Declaration of Rent Restrictions, and City Deed of Trust "Builder formally acquires property", 14 days after City verifies compliance with items required in DFA and :Purchase Agreement, but no later than June 30, 2025, unless otherwise approved. Purchaser shall cause to be delivered to City an ALTA lender's policy in the amount of the, City Loan. At dose of Escrow Builder submits Planning Application :to City 5 days following Close of Escrow Board of Administrative Review pproves 'Use/Site Development Permit Builder submits Final Plans and Final Project Budget to City (6.1 and 8. 1), 45 days following Planning Division Approval City approves"or rejects Final Plans (6.5) , 14 days following submission Builder submits Building Permit applications 5 days following City approval of Final Plans Builder obtains Building Permits (7.1.4) 60 days following Building Permit Plan submittal Builder requests Notice to Proceed for construction of improvements from City (7.1.5) 5 days following approval of Building Permits City notifies Builder to proceed with construction of improvements 5 days following City receipt of request for Notice to Proceed Builder commences improvements Prior, on or about sMarch 2026 City records a Notice of Completion 2 days following substantial completion of the improvements and written request by the Builder Builder completes improvements and receives Certificate of Occupancy 24 months following the execution of DFA City issues a Certificate of Completion (8.19) 5 days following expiration of Notice of Completion and written request by the Builder Project Lease -up 90 days following issuance of Certificate of Occupancy EXHIBIT 14 1iDOgoATA0111 RECORDING REQUESTED BY: City of Redding WHEN RECORDED, MAIL TO: City of Redding 777 Cypress Avenue Redding, CA 96001 Loan No.: EXHIBIT 15 NOTICE OF COMPLETION THIS SPACE FOR RECORDER'S USE ONLY NOTICE OF COMPLE Notice pursuant to Civil Code Section 3 093 must be filed within 10 days after NOTICE IS HEREBY GIVEN THAT: 6. Work or improvement on the`y, et�inafter` j')ro&rt h 'described was construction and was completed on 7. Said work or improvement",' was undertaken on said property pursuant to a contract dated 2025 with General Contractor 8. The street address off he property on which said work or improvement was completed is 815, 825 Parkview Avenue and 2520 Leland Avenue, located in the City of Redding, County of Shasta, State of California. AP# 104-350-018-000; 104-350-018-019-000 AND 104-350-018-020-000 1, the undersigned, state that I am the declarant of the foregoing Notice of Completion; that I have read said Notice of Completion and, to the best of my knowledge, I declare under penalty of perjury that the foregoing is true and correct. Dated: Crystal Spencer, Executive Director FaithWorks Community Coalition, Inc Redding, California RECORDING REQUESTED BY: CITY OF REDDING CITY BUSINESS - NO FEE Section 6103 of the Government Code of the State of California WHEN RECORDED RETURN TO: City of Redding 777 Cypress Avenue P.O. Box 496071 Redding, CA 96049-6071 EXHIBIT 16 CERTIFICATE OF COMPLETION THIS CERTIFICATE OF COMPLETION (the "CITY"), in favor of FAITHWORKS COMMUNITY CO below. 'ALS A. The CITY and the OWNER have entered it dated [Date of Agreement], concerning the development of c Assessor's Parcel Number 104-350-018,104-350-019-000 Ai attached hereto and made a part hereof (the Property). B. The DFA sets forth the obligations of Faith under the DFA. by the CITY OF REDDING, (the "OWNER") as of the date set forth lotion and Financing Agreement (DFA) uated in Redding, California, including as more fully described in Exhibit "A", Community Coalition, Inc., referred to as Builder, C. The I City, has eoriclusivel determined'thatthe OWNER has satisfactorily completed the obligations of the OWNER relative to development of the Property required by the DFA and now desires to furnish OWNER or its successors with"a Certificate of Completion. This Certificate is in such form as to perinit it to be recorded in the Recorder's Office of Shasta County andis conclusive determination of satisfactory completion of all of the obligations of the OWNER required by the DFA regarding development of the property. NOW, THEREFORE, the CITY hereby certifies as follows: 1. The obligations of the OWNER regarding development of the Site as stated in Section 8.19 of the DFA have been fully and satisfactorily completed in conformance with the DFA except as to those breaches of contract or defects in construction that could not have reasonably been discovered by City at the time of issuance of the Certificate of Completion. 2. Nothing contained in this instrument shall modify in any way any other provisions of the DFA. IN WITNESS WHEREOF, the CITY has executed this Certificate this _ day of 12025. • 11 BARRY TIPPIN, City Manager EXHIBIT A to CERTIFICATE OF COMPLETION LEGAL DESCRIPTION ALL THAT CERTAIN REAL PROPERTY SITUATED IN CITY OF BEDDING, COUNTY OF SHASTA, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: LOT 4, 5, AND 6 OF BLOCK 4, AS SHOWN ON THE MAP OF PARK SUBDIVISION RECORDED IN THE OFFICE OF THE COUNTY RECORDER, MAY 25, 1936, IN BOOK 5 OF MAPS AT PAGE 12, SHASTA COUNTY RECORDS. Assessor's Parcel No. 104-350-018-000, 104-350--019-000 AND 104-35 EXHIBIT 17J M i KIM" PD] 19113 01 11404 Client Name: FaithWorks Community Coalition, Inc. Project Address: 815, 825 Parkview Avenue and 2520 Leland Avenue You are hereby authorized to make the following changes from the Plans or Specifications or Contract, at the following costs or credit to the Owner: All work described below shall be performed in accordance with contrf ,requirements unless otherwise stated. Change( I Credit to I to Owner I Owner Mrs -yr.'" M1 Signed: Date: Crystal Spencer, Executive Director FaithWorks Community Coalition, Inc. .. F3 ESTOPPEL CERTIFICATE This Estoppel Certificate ("Certificate") dated as of , 2026 ("Date Hereof') is executed by the City of Redding ("City") in favor of FaithWorks Community Coalition, Inc. ("Owner") loan with ("Lender"). NOW THEREFORE, the City certifies to Lender: 1. As of the date of this Certificate, to the best of the Cry's knowledge, Owner has performed all obligations required of City underthe D%i sition and Financing Agreement (DFA); no offsets, claims or breach, ofthe DFA ,exist as of the Date Hereof and no events have occurred that are known to the Declat which would constitute an uncured breach of the DFA. 2. From the Date of this Certificate, the City discovery of facts that would make this Cert] to notify Lender in the event of ty Manager �k �` �. �, 4 F -_-w I,", u