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HomeMy WebLinkAbout _ 9.2(b)--Market Street Manor Rehabilitation Financing AgreementI T Y O F ' F 0 R N i AV v CITY OF REDDING REPORT TO THE CITY COUNCIL MEETING DATE: August 4, 2025 ITEM NO. 9.2(b) FROM: Steve Bade, Assistant City Manager ***APPROVED BY*** teve a e, s er 7/31/2425 sbade@cityofredding.org ippin, Ci an e 7/31/2425 btippin@cityofredding.org SUBJECT: 9.2(b) --Consider Market Street Manor Rehabilitation Financing Agreement. Recommendation Authorize and approve the following: (1) Authorize the Mayor to sign the Rehabilitation Financing Agreement with Project Restoration for the redevelopment of 2171 Market Street (Assessor's Parcel No. 102-510- 019) that includes a residual receipts loan in the amount of $1,500,000 at one percent for a 20 -year term; (2) Authorize the City Manager, or designee, to execute any other documents needed to complete the transaction; (3) Find that allocating funding is exempt from review under the California Environmental Quality Act Guidelines, and that the rehabilitation project is exempt pursuant to Title 14, Section 1.5301, Existing Facilities; 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 project has been reviewed for environmental compliance and has been found to be Categorically excluded Subject to Section 58.5 and converts to exempt per Section 58.34(a)(12). Fiscal Impact Since 2022, the total amount of Housing and Homelessness Incentive Program (HHIP) funding received from Partnership Health Plan of California (Partnership) is $5,935,782. As of June 30, 2025, the total net budget after administration costs and previously funded projects is approximately $2.8 million - there are sufficient funds to support the requested $1.5 million Market Street Manor (Manor) Project (Project) loan. The proposed funding for this project will not impact the General Fund. Report to Redding City Council July 31, 2025 Re: 9.2(b) --Market Street Manor Rehabilitation Financing Agreement Page 2 Alternative Action City Council (Council) could choose not to fund the project and provide alternative direction to staff. Background/Analysis On September 17, 2024, the Council authorized the City Manager to negotiate a Financing Agreement with C&M Opportunities, LLC (C&M) for the redevelopment of the property, a 30 - unit, 1950s -era motel, located at 2171 Market Street that included a loan in the amount of $1.2 million. The September 2024 approval included a partnership with Good News Rescue Mission (GNRM) which has since withdrawn from the partnership. C&M, taking into consideration the withdrawal of pledged funding from GNRM, and other unforeseen incidents, decided a new approach was needed to complete the rehabilitation project. The new approach includes a transfer of project ownership to Project Restoration, a certified 501(c)(3) nonprofit, committed to purchasing the property and completing its conversion into permanent apartment units that host a transitional housing program. The rehabilitation will include undergrounding utilities (where feasible), installing fire sprinkler systems, adding code - compliant kitchen facilities in each unit, ensuring ADA -compliant accessibility, enhancing landscaping, parking, and sidewalk infrastructure. This redevelopment project will revitalize the southern Downtown Specific Plan area and set a precedent for future motel conversions while offering a sober living environment for at least 35 individuals. The updated Financing Agreement considers Project Restoration acquiring the property for $2 million through a $1.1 million loan from Five Star Bank (first position after secured affordability covenants), and a $900,000 seller carryback loan from C&M (second position). To complete the property rehabilitation, staff recommends a $1.5 million loan funded by HHIP. The proposed residual receipts loan would be secured by a deed of trust in third position with a 1 percent interest rate and a 20 -year repayment term. Repayment of the loan is contingent upon the ability of the project to generate residual receipts; that is, revenue in excess of approved operating expenses. At the end of the 20 -year term, any principal and interest balance will be due and payable to the City. Housing Division staff will obtain annual financial statements from Project Restoration to determine if any loan payments are due and payable for each year. Project Restoration' project demonstrates a sufficient projected cash flow to cover ongoing operating costs following rehabilitation, assuming a 98 percent occupancy rate. The debt service coverage ratio (DSCR) exceeds 1.1.5, indicating that project rents generate enough income to cover debt obligations, with approximately 15 percent of receipts remaining for unforeseen expenses. The project's financial performance supports its ability to meet superior private financing requirements. However, the estimated post -rehabilitation property value is approximately $3,040,500, approximately 1.6 percent less than the total debt, suggesting insufficient collateral exists in the event of default. This loan structure may be unattractive to private lenders, but the project's significant public benefit and the population served warrants consideration. The project addresses both state and local priorities by providing transitional sober living for approximately 35 to 40 individuals who would otherwise be unlikely to secure stable housing. Participants will receive supportive services through a structured two-year recovery program focused on substance abuse rehabilitation. By supporting this project, the City ensures the long- Report to Redding City Council July 31, 2025 Re: 9.2(b) --Market Street Manor Rehabilitation Financing Agreement Page 3 term availability of residential units post -interim housing, aligning with statewide efforts to expand addiction recovery and permanent housing options. Shasta County's unmet need for sober living beds - per the latest PIT report - reinforces the project's importance. Environmental Review Staff has reviewed the actions and determined that allocation of funds is exempt from environmental review under the California Environmental Quality Act, and the rehabilitation project is exempt pursuant to Title 14 Section 15301— Existing Facilities. Staff has reviewed the actions and determined that allocation of funds is exempt from environmental review under the National Environmental Policy Act, pursuant to 24 CFR 58.34(a)(3) Administrative and Management Activities. The rehabilitation project has been reviewed for environmental compliance and has been found to be Categorically Excluded Subject to Section 58.5 and converts to exempt per Section 58.34(a)(12). Council Priority/City Manager Goals • Government of the 211t 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 Rehabilitation Financing Agreement September 17 2024 staff report THE MARKET STREET MANOR MOTEL By and between the and PROJECT RESTORATION Market Street Manor Motel I I P a " 0 REHABILITATION FINANCING AGREEMENT This Rehabilitation Financing Agreement ("RFA") is made and entered into by and between the City of Redding, a municipal corporation and general law city ("City"), and Project Restoration, a California nonprofit corporation ("Owner"). RECITALS A. The City entered into a Memorandum of Understanding (MOU) with Partnership Healthplan of California ("PHC"), a public entity contracted with the Department of Health Care Services ("DHCS") to receive and distribute Housing and Homelessness Incentive Program ("HHIP") funds that meet the spending plan goals of reducing and preventing homelessness for PHC members including the activity of delivery of permanent housing. This MOU (Contract No. 9575) was executed on November 16, 2022, and expires on December 27, 2027. B. Owner is a California nonprofit corporation, who owns property located at 2171 Market Street, Redding, Shasta County, California, Assessor's Parcel Number 102-510-019-000, (the "Site") within the Downtown Specific Plan Area. The Site is described in detail in Exhibit 1, "Legal Description" and depicted in Exhibit 2, "Site Map," both attached hereto and incorporated by reference herein. The Site is currently developed with a 30 -unit, stick built, two-story motel structure with five garages commonly known as The Market Street Manor Motel ("The Manor"). C. Owner is interested in converting The Manor by way of rehabilitation and a change of occupancy into permanent, income -eligible apartment units (the "Project"). D. The City Council (Council) at its meeting of September 18, 2024, acknowledging the need for additional income -eligible permanent occupancy units within the City of Redding, authorized the City Manager or designee to negotiate and the Mayor to sign an RFA for $1,200,000 of HHIP funds to convert the Manor into permanent housing within the Redding City limits. E. The City and Owner desire to enter an RFA to set forth the mutual obligations of the City and Owner in connection with the financing and rehabilitation of the Project on the Site. The City will assist the Owner with financing through this RFA for eligible rehabilitation and conversion costs as a residual receipts loan to the Project, at I% interest for a period of 20 years. The loan will be secured by the underlying Deed of Trust, attached as Exhibit 4 and the Note attached as Exhibit 5. Rent Restrictions pertinent to the resulting Project are attached as Exhibit 6 and provides an affordability covenant for 20 years. Market Street Manor Motel 21Pak F. The City and Owner have determined that the Project constitutes a routine lender activity, utilizing available City funding, outside the reach of the California Constitution Article XXXIV and enabling legislation. G. The Project provides income eligible housing (affordable housing) wherein at least forty percent (40%) of the resulting units or sixteen (16) units are eligible to persons making less than eighty percent (80%) of median income. Under labor code section 1720 (c)(5)E), prevailing wage does not apply to such a Project. AGREEMENT Definitions. The following definitions shall apply for the purposes of this RFA: 1.1 "Affordable Rent" shall have the meaning set forth in California Health and Safety Code Section 50053, as they exist as of the date of this RFA and be referred as "income - eligible unit". 1.2 "Affordable Units" shall mean those rental units developed on the Site which are subject to the affordability controls contained in the Declaration of Rent Restrictions and may otherwise be referred to as income -eligible units. 1.3 "Affordability Period" shall mean a period commencing upon the date of the Certificate of Occupancy issued by the City's Building Division for the Project and continuing for twenty (20) years. 1.4 "City" shall mean the City of Redding. The city is a public body, corporate and politic, exercising governmental functions and powers. 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) 225-4162. City, as it is used in this RFA, includes the Council and any assignees of or successors to its rights, powers and responsibilities. 1.5 "City Approval" shall mean written approval authorized by the City or its designee, expressly authorized to give such City approval. 1.6 "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 4. 1.7 "City Loan" shall mean the loan from the City to Owner made pursuant to Sections 3.1 and 3.2. Market Street Manor Motel 31Pak 1.8 "City Promissory Note" shall mean the promissory note to be executed by Owner which evidences the City Loan, a copy of which is attached as Exhibit 5. 1.9 "Applicable Median Income" shall mean the current area median income adjusted for family size appropriate to the size of the rental unit applicable to the City of Redding, as determined by the United States Department of Housing and Urban Development. 1.10 "Certificate of Completion" shall mean the document attached as Exhibit 12. 1.11 "Certificate of Occupancy" shall mean the document issued by the City's Building Division certifying that the project has been completed according to the approved plans and applicable building codes. 1.12 "Reserved" 1.13 "Combined Loan -To -Value" shall mean the ratio of Other Financing, as described in Section 3.4, plus the City Loan divided by the Market Value of the completed Project. 1.14 "Completion Date" shall mean the date stated in the Schedule of Performance for the completion of construction of the Project. 1.15 "Construction" shall mean (whether capitalized) unless the context clearly indicates otherwise, the construction or rehabilitation of the Project on the Site and all required public improvements in accordance with the final plans and this RFA. 1.16 "Construction Lender" shall mean any lender approved by the City and Owner to provide construction financing to the Project, if applicable. 1.17 "Construction Loan Documents" shall mean all loan and security documents of the Construction Lender used to finance any portion of the construction of the Project. 1.18 "Contractor" shall mean the contractor or contractors with whom the Owner contracts for the construction. Contractor must have a current and valid contractor's license issued by the California Contractors' State License Board for the construction. 1.19 "Days" shall mean calendar days unless expressly stated otherwise. If the date or time period for any action under this RFA 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. Market Street Manor Motel 41Pa,, 1.20 "Declaration of Rent Restrictions" shall mean the document attached as Exhibit 6 and recorded in first position on the Property. 1.21 "Owner" shall mean Project Restoration, a California nonprofit corporation. The principal office of the Owner is 21.74 Pine Street, Redding, CA 96001 and mailing address is P.O. Box 491628 Redding CA 96049-1628. The phone number for facsimile transmittal to the Owner is 530.243.7516. Owner as it is used in this RFA, shall include any permitted nominee, assignee, or successor in interest as herein provided. 1.22 "Development Team" shall mean the following: Owner: Project Restoration Architect: Butler Engineering Group Contractor: Restoration Group Inc., dba Cronic Construction Engineer: Butler Engineering Group 1.23 "Effective Date" shall mean the date this RFA is signed by the City. 1.24 "Escrow Closing Costs" shall mean the fees, charges and costs identified in Section 3.3 applicable to the City Loan. 1.25 "Experiencing homelessness or homeless" shall be defined as an individual or family who lacks adequate nighttime residence; an individual or family with a primary residence that is a public or private place not designed for or ordinarily used for habitation; an individual or family living in a shelter or has recently exited as shelter or drug and alcohol rehabilitation program; an individual exiting an institution into homelessness; an individual or family who will imminently lose housing in next 30 days; unaccompanied youth and homeless families and children and youth defined as homeless under other federal statutes; or individuals fleeing domestic violence. 1.26 "Final Plans" or "Plans" shall mean the final plans submitted to the City Development Services Department for the Project as provided for in Section 4.3. 1.27 "Hazardous Substances or Materials" shall mean any hazardous or toxic substance, material or waste that is (i) regulated by any local governmental authority, the State of California Market Street Manor Motel 51Page 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 1.0 of Division 4.5 of Title 22 or defined as hazardous or extremely hazardous pursuant to Division 21.5 of Title 26 of the California Code of Regulations; (viii) designed 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. 1.28 "Lender" shall mean all holders, including the Construction Lender, of any lien or encumbrance as security for a loan on all or any part of the Site and references to the Site shall mean that portion of the Site so encumbered. 1.29 "Lower -Income Household" shall mean a household earning no greater than eighty percent (80%) of Shasta County median income, as determined by the United State Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50079.5, as it exists as of the date of this RFA. 1.30 "Market Value" shall mean the market value as established by an appraisal or similar valuation technique completed under the hypothetical condition that the proposed improvements have been completed and this RFA has been consummated. 1.31 "Moderate -Income Household" shall mean a household earning no greater than one hundred twenty percent (1.20%) of Shasta County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in California Health and Safety Code Section 50093, as it exists as of the date of this RFA. 1.32 "Non -Residential" shall mean the commercial and office space and their associated improvements and amenities, including, but not limited to landscaping and parking constructed according to the Final Plans and Site Development Permit 2022-0251.8. 1.33 Reserved Market Street Manor Motel 61Page 1.34 "Notice of Completion" is the document attached as Exhibit 11. 1.16 "RFA" shall mean this Rehabilitation Financing Agreement that includes this document and the Plans and referenced exhibits and attachments, which are all incorporated in this RFA as if set forth in full in the body of the RFA. A default of any of the referenced exhibits or attachments shall be deemed a default of this RFA. 1.36 "Other Financing" shall mean all non -City financing sufficient to complete the Project pursuant to Section 3.4. 1.37 "Project" shall mean the development of The Manor which includes the conversion of a motel to income -eligible apartment units. The development is further defined by the associated Site Development Permit, final plans and this RFA. 1.38 "Procurement" shall mean those standards represented in the Uniform Administrative Requirements, Code of Federal Regulations (CFR) of 2 CFR Part 200 Subpart D and all City of Redding's procurement policies as detailed within the Scope of Work. 1.39 "Project Budget" shall mean the specification of costs for the rehabilitation and construction as required in Section 5.1 of this Agreement. A preliminary budget is attached to this Agreement as Exhibit 3. 1.40 "Project Coordinator" shall mean the City's designee of a City staff person to verify development and construction compliance with this RFA and process and distribute the construction draw requests. 1.41 "Parties" or "Parties to the Contract" means the City and the Owner. 1.42 "Transitional Housing Program" shall mean a time limited program where housing and supportive services are provided with the goal of helping participants achieve residential stability, increase their skill levels and/or income and obtain greater self-determination. The Transitional Housing Program offers Case Management to support the participant, and "reasonable fees" may be charged for services. The fee may not exceed the maximum rate for HUD Fair Market Rent for the type of housing and its location. Participant fees may be used for costs of operating the supportive housing or to assist supportive housing resident's move to permanent housing. Participant agreements must be between the Owner and the participant and Participant Agreements and conditions must be fully disclosed to potential participants and acknowledged in writing by both parties. 1.43 "Schedule of Performance" is attached as Exhibit 9. Market Street Manor Motel 71Pa g 1.44 "Scope of Development" is attached as Exhibit 8. 1.45 "Site" shall mean the property owned by the Owner and located at 2171 Market Street, Redding, Shasta County, California, identified as Assessor's Parcel Number 102-510-019- 000 as more fully described in Exhibit 1 and depicted in Exhibit 2. 1.46 "Site Development Permit" shall mean Site Development Permit 2022-02518 applied on December 23, 2022, and approved by the Redding Planning Commission on April 5, 2023, and attached as Exhibit 10. 1.47 "Subcontractor" shall mean those contractors or material suppliers with whom the Contractor contracts or with whom another subcontractor contracts for a portion of the construction. Subcontractor must have a current and valid contractor's license, issued by the California Contractors' State License Board, for the work they are performing. 1.48 "Substantial Change" shall have the meaning described in Subsection 4.5.3. 1.49 "Units" shall mean the residential dwelling units constructed on the Site pursuant to this RFA. 2. The Agreement. 2.1 Purpose of the RFA. The purpose of this RFA is to further the goals of the city by providing housing that helps people feel secure and safe where they live, work and play; and become a catalyst for economic development, to create jobs and attract new ones, and encourage investment in the community. The development of the Site and the completion of the Project, under this RFA, and the fulfillment generally of this RFA, are in the vital and best interests of the City and the health, safety, morals and welfare of its residents; for the purpose of community improvement and welfare; and in accordance with the City's vision, to improve, preserve, and increase the supply of affordable housing. It is contemplated by the parties that all activities undertaken by Owner will be in accordance with this RFA. All attachments and exhibits are hereby incorporated into this RFA by reference. 2.2 Scope of Work. It is contemplated by the parties that the Owner will develop the Project and restrict the occupancy to and rent the income eligible units at an affordable rent to a Lower - Income Households. The Scope of Work to be carried out by Owner under this RFA is more Market Street Manor Motel 81Pak particularly specified in the Final Plans, Site Development Permit and the Scope of Work as included within this agreement as Exhibit 8. 2.3 Term. This RFA shall commence as of the Effective Date and proceed as required by the RFA and the Schedule of Performance, and shall terminate upon the occurrence of all of the following (except for any deed restrictions, covenants running with the land, or other agreements or provisions which by their terms survive the term of the RFA): a) Completion of the construction of the Project in accordance with the RFA and Plans; and b) Fulfillment by the parties of their obligations under this RFA. 3. Project Financing. 3.1 City Assistance and City Loan. The City shall provide project financing to Owner for the sole purpose of assisting with the acquisition, rehabilitation costs or refinancing costs (City Loan) to effectuate the Project. The City Loan shall be in the form of an amortized loan to Owner pursuant to the terms and conditions described in this RFA. The total amount of the City Loan shall not exceed ONE MI.LLION FIVE HUNDRED THOUSAND and No/100 Dollars ($1,500,000). 3.1.1 City Loan Terms and Conditions. The City Loan shall be evidenced by a promissory note (City Promissory Note) in favor of City for the full amount of the City Loan. The City Promissory Note shall bear simple interest at one percent (1%) per annum. Principal and interest are payable in residual receipts calculated installments as identified within the City Promissory Note with payment in full of any remaining balance of principal and interest due twenty (20) years from the date set forth in the City Promissory Note. The City Promissory Note shall be secured by a Deed of Trust (City Deed) executed by Owner and recorded on the Site. Owner may, after the end of the affordability period, seek forgiveness of the loan from City Council. The City Deed shall be a lien on the Site which shall be junior only to a deed of trust securing Other Financing described in Section 3.4 of this RFA. This City Promissory Note shall not be assumable by the successors and assigns of Owner without the prior written consent of the City, whereby such consent shall not be withheld. 3.2 Repayment of Cites One hundred twenty (120) Days from issuance of the Certificate of Occupancy, with payments based on residual receipts, as identified within the City Market Street Manor Motel Promissory Note, will begin and continue for a period of twenty (20) years. Payments received by the City or its loan servicing agent shall be applied first to the interest and subsequently to reducing the principal as identified in the City Promissory Note. Loan payments shall be made solely from residual receipts, defined as net operating income remaining after payment of all reasonable and necessary operating expenses, reserves, and debt service obligations. If at any time residual receipts are insufficient to cover scheduled loan payments, the unpaid balance shall accrue interest but shall not be considered a default. No payments shall be required from the Owner's personal funds or other non -project revenue sources. Failure to make loan payments due to insufficient residual receipts shall not constitute a default under this Agreement, nor shall it be grounds for enforcement action, foreclosure, or penalties. The City shall have no recourse to the Owner's personal assets or other non -project revenue streams to cover unpaid amounts. Owner 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 10. 1, 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) Failure to develop the Project in accordance with the Schedule of Performance set forth in Exhibit 9 of this Agreement; or b) Owner fails to utilize the Site for the Project within the time limit set forth or as authorized in writing; or C) A material breach of this Agreement. 3.3 Escrow. Within thirty (30) Days of the Effective Date of this RFA, Owner agrees to establish an escrow account with a title and escrow company mutually agreeable to both parties ("Escrow Agent"). This RFA constitutes the joint escrow instruction of the City and the Owner with respect to the recording of City security documents and a duplicate original of this RFA shall be delivered to the Escrow Agent. The City and Owner shall provide the Escrow Agent with such additional escrow instructions as shall be necessary and consistent with this RFA. The Escrow Agent is hereby empowered to act under this RFA, and upon indicating its acceptance of the provisions of this Section 3.3 in writing, delivered to the City and to the Owner within five (5) Days after receipt of this RFA, shall carry out its duties as Escrow Agent hereunder. Close of escrow shall occur within thirty (30) Days from the opening of escrow. The Escrow Agent is authorized to pay and charge the Escrow Account for the following fees, charges and costs (Escrow Closing Costs). Escrow costs are considered Project costs and will be credited against the loan amount: Market Street Manor Motel 101uPae a) the escrow fee; b) recording fees, if any; and C) premiums for standard ALTA title insurance policies for the City Loan. Before such payments are made, the Escrow Agent shall notify the City and the Owner of the amount of the Escrow Closing Costs. The City will pay in escrow to the Escrow Agent the agreed upon Escrow Closing Costs. Payment shall be made promptly after the Escrow Agent has notified the City and Owner of the amount of Escrow Closing Costs but no earlier than ten (10) Days prior to the scheduled date for close of escrow. The amount disbursed for the Escrow Closing Costs shall be deducted from the proceeds of the City Loan described in Section 3.1 of this RFA. In addition, the Escrow Agent is authorized to: a) Deliver any documents to the parties entitled thereto when the conditions of the escrow have been fulfilled by the City and the Owner. b) Record any instruments delivered through the escrow, if necessary or proper, in accordance with the terms and provisions of this Agreement. If the escrow is not in condition to close within the timeframe stated above, either party who then shall have fully performed the acts to be performed may, in writing, terminate this RFA in the manner set forth in Section 1.0 hereof, and demand return of its money, papers, or documents. Thereupon, all obligations and liabilities of the parties under this RFA shall cease and terminate in the manner set forth in Section 10 hereof. If neither the City nor the Owner have fully performed the acts to be performed before the scheduled closing date, no termination or demand for return shall be recognized until ten (10) Days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address of its or their principal place of business. If any objections are raised within the ten (10) Day period, the Escrow Agent is authorized to hold all money, papers and documents until instructed in writing by all parties to this RFA or, upon failure thereof, by a court of competent jurisdiction. If no such demands are made, the escrow shall be closed as soon as possible. Nothing in this Section 3.3 shall be construed to impair or affect the rights or obligations of the City or the Owner to specific performance. Any amendment of these escrow instructions shall be in writing and signed by the City and the Owner. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the City or the Owner shall be directed to the addresses and in the manner established in Section 11.9 of this RFA. Market Street Manor Motel IIIuPa —, The liability of the Escrow Agent under this RFA is limited to performance of the obligations imposed upon it under Section 3.3 of this RFA. 3.3.1 Execution and Deposit of Declaration of Rent Restrictions and Notice of Affordability_ Restrictions on Transfer of Property; Recordation of Declaration and Notice. Prior to the close of escrow, the Owner shall deposit the executed Declaration of Rent Restrictions (Declaration) and Notice of Affordability Restrictions on Transfer of Property (Notice) with Escrow Agent. Concurrent with close of escrow, Escrow Agent shall file the Declaration and Notice for recordation on the Site with the Office of the Recorder of the County of Shasta. Said Declaration shall be recorded prior to the recordation of any deed of trust or other encumbrance securing private financing authorized by Section 3.4 and shall have priority over said encumbrance. 3.3.2 Execution and Deposit of City Promissory Note and Deed; Recordation of Deed. Prior to the close of escrow, the Owner shall deposit the executed City Promissory Note and the executed City Deed with the Escrow Agent. With close of escrow, the Escrow Agent shall file the City Deed for recordation on the Site with the Office of the Recorder of the County of Shasta. The City Deed shall be a lien on the Site which shall be junior to a deed of trust securing the Other Financing as described in Section 3.4 of this Agreement. 3.3.3 Title Insurance. Concurrently with the recordation of the City Deed on the Site, Escrow Agent shall issue and deliver to the City an ALTA Lender's Policy of Title Insurance for the full amount of the City Loan, showing that title to the Site is vested in the Owner and insuring City as beneficiary. 3.4 Other Financing. Owner shall provide other financing which, when combined with the City Loan shall be sufficient to complete the Project. Specifically, the Owner shall provide private financing for all nonresidential elements of the Project, should these costs exist, specifically including, but not limited to, a pro -rata share of a) escrow closing costs; b) architectural and engineering design costs; c) appraisal; d) Project development and permit fees; and the full cost of the construction of the nonresidential portion of the Project. It is contemplated that the private financing shall consist of a loan from Five Star Bank and a seller carry back loan from C&M Opportunities, LLC (the "Private Loan Amount") that will be recorded superior to the City Loan. Owner shall provide to City evidence of such private financing according to the time limit set forth in the Schedule of Performance. If necessary, the Owner shall contribute additional funds (i.e., personal resources, Redding Electric Utility and Pacific Gas & Electric rebates) when combined with the City Loan and the Private Loan Amount, shall be sufficient for the completion of the Project in conformity with this RFA. Market Street Manor Motel 121Pa g 3.4.1 Approval of Other Financing Commitments. Owner shall provide to City for review and approval evidence of a firm and binding commitment for the private loan amount as well as any other private financing necessary for the Project pursuant to the time specified in the Schedule of Performance. Such commitments shall be subject only to reasonable conditions of the Lender necessary to assure the value and security of its loan. Such commitments shall not be subject to conditions which require amendment of this RFA or other agreements between Owner and City without City approval. Said commitments shall be, taken together, in a total amount sufficient to complete development of the Project as provided in the Project Budget and to fulfill all other obligations of this RFA. 3.4.2 City pproval of Private Loan Documents. All Private Loan Documents shall be in a form and substance to be considered within the convention set by accepted commercial lending practices and shall be acceptable to City and their counsel, which acceptance shall not be unreasonably withheld, conditioned or delayed. The Private Loan Documents for the Project shall be consistent with the Lender's commitment approved by the City and shall comply with this RFA. Upon review and approval by the City of the Private Loan Documents, the City agrees to subordinate the City Deed to the Private Loan Documents. 3.5 Owner Responsibility. Except as specifically provided for in Section 3.1 of this RFA, the Owner shall be responsible for, and pay, all costs of designing, entitlement processing, City fees, and construction of the Project. 3.6 Limitation on Encumbrances; Subordination to Other Financing. The Owner shall not engage in any financing or any other transaction creating any encumbrance or lien on the Site, 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 Site in accordance with this RFA. Upon written request by Owner, and upon terms and conditions reasonably approved by the City, the City will agree to subordinate the Deed of Trust provided for in Section 3.3.2, to financing obtained by Owner provided the total aggregate amount of permanent, long-term financing secured by the Owner together with the City Loan shall be subject to the provisions set forth in this Section 3.6. The City shall have the right to review and approve the terms and conditions of any such senior financing and subordination agreements, which approval shall not be unreasonably withheld. In any event, the Owner shall promptly notify the City of any encumbrance or lien that has been created on or attached to the Site. 3.7 Provisional Refinancing. The Owner may, without City consent, refinance any indebtedness secured by an encumbrance which is superior to the City Deed, provided that the refinanced encumbrance shall have the following characteristics: Market Street Manor Motel 131Pa- a) 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. b) 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. C) No Monies to Owner. The Owner shall receive no fees or monies because of the refinancing of the indebtedness of the Project. d) Subordination Agreement. Subject to City approval, which approval shall not be unreasonably withheld, upon request, City shall execute any document required to evidence the subordination of the City Deed to a permitted indebtedness or refinancing. City shall not be required to subordinate the Declaration of Rent Restrictions pursuant to Section 3.3.1. 3.8 Assurances to Lenders. The City and the Owner shall, in good faith, consider making such reasonable modifications to this RFA and executing such further instruments and agreements as a Lender, secured by an interest in the Site, may reasonably request to acknowledge and protect such Lender's rights, provided such modifications, instruments, and agreements do not materially adversely affect any party's rights or obligations under this RFA and provided such modifications, instruments, and agreements serve a material economic purpose. 3.9 No Reimbursement. Except as expressly provided in this RFA, no person shall have the right of reimbursement from the City for any funds expended by them for the Project prior to execution of this RFA. This provision does not preclude any person from receiving reimbursement from persons other than the City. 4. Preparation of Plans and Related Documents. 4.1 Project Coordinator. Subject to the terms of this RFA, City shall designate a Project Coordinator who shall, in addition to other responsibilities under this RFA, have the right of architectural and site planning review of all plans and drawings, including but not limited to complete structural and engineering plans, landscape plans, and grading plans associated with the Project as well as any changes therein. 4.2 Site Development Permit. Attached hereto as Exhibit 9 is Site Development Permit 2022- 02518 approved for the Project by the Redding Planning Commission on April 5, 2023. Furthermore, this Project shall comply with any updates to the SDP. Market Street Manor Motel 141Pa g 4.3 Preparation of Final Plans. In accordance with the timeline set forth in the Schedule of Performance, the Owner shall complete the preparation of the Final Plans. The Final Plans shall include all construction plans, drawings, specifications and other documents needed to obtain all required building permits for the construction of the Project. The Final Plans shall conform in all material aspects with the approved Site Development Permit and the Scope of Work attached as Exhibit 10. The Final Plans shall incorporate all related mitigation measures which are required for compliance with CEQA and NEPA approvals. 4.4 City Review of Final Plans. Upon completion of design, Owner shall provide the Project Coordinator with a complete set of Final Plans for the Project prior to or concurrently with the submittal of the Plans to the City's Development Services Department. The Final Plans shall be approved by the City's Project Coordinator, without further review by the City's governing board, if a) the Plans conform in all material respects to the approved Site Development Permit, the Scope of Work, and this RFA, and b) no Substantial Changes, as hereinafter defined, have been made. 4.5 City Review of Substantial Changes to Final Plans. 4.5.1 CityApproval. Notwithstanding the foregoing, any Substantial Change in the Final Plans approved by the City Project Coordinator pursuant to Section 4.4 is subject to City Planning and Building approval. If the Owner desires to make a Substantial Change in the Final Plans, the Owner shall submit such proposed change, in writing, to the City Manager for approval, which approval shall not be unreasonably withheld. Substantial Changes to the Final Plans shall be deemed approved unless disapproved within fourteen (14) Days after their delivery to the City. Nothing in this Section shall be construed to relieve Owner of its obligations under all applicable laws regarding such changes. 4.5.2 City Disapproval. If the City disapproves, in whole or in part, any Substantial Change in the Final Plans, the City shall state, specifically and in writing, at the time of disapproval, the reasons for disapproval and the changes which the City requests to be made for its approval. The reasons for disapproval and such City -requested changes shall be consistent with the approved Final Plans and Scope of Work. In no event may the City impose a Substantial Change upon the Project or change or modify any aspect of the Project approved by the City. Revised and resubmitted plans in response to a City disapproval shall be deemed approved unless the City Manager, within five (5) Days after proper delivery to City, disapproves the resubmitted plans in whole or in part, in writing. 4.5.3 Substantial Change. A Substantial Change in the Plans shall mean any of the following changes, with respect to the Project: Market Street Manor Motel 151Page 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 use of exterior finishing materials affecting architectural appearance or functional use and operation of the Project. 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 the public areas of the Project. f) Material changes in landscaping or in size or quality of exterior pavement, pedestrian walkways, parkways, or any public areas shown and specified in the Final Plans. g) Any change which would preclude or materially reduce the ability to use the Project as set forth in the Plans. 4.6 Purpose of Review and Approval. City's Project Coordinator review of the Final Plans and approval of the Final Plans and any Substantial Changes is not an assurance of the adequacy or correctness of the Final Plans. City has reserved its rights pursuant to Sections 4.4 and 4.5 solely to assure that the Final Plans conform to the Site Development Permit, the Scope of Work, the requirements of this RFA, and the Plan. 5. Development of the Site. 5.1 Project Budd At the times called for in the Schedule of Performance, the Owner shall provide to the City a complete final Project Budget for the construction of the Project in a form and with specificity reasonably satisfactory to the City, including all "hard" and "soft" costs for the Project and reflecting, as possible, executed contracts. Such final Project Budget shall be in conformance with the terms of this RFA and the Preliminary Project Budget attached hereto as Exhibit 3. Project Budget will include costs associated with any environmental, escrow costs or other costs borne by the city for or on behalf of the Owner for this Project. 5.2 Disbursement of City Loan. The parties agree that upon close of escrow described in Section 3.3, the remaining proceeds of the City Loan not expended during escrow, will be placed into a non-interest-bearing account controlled by the City's Finance Department. Each and any disbursement of funds from this account shall require a written authorization signed by the City's Project Coordinator authorizing the release of the requested disbursement. The City's Project Coordinator shall provide such written approval, which shall not be unreasonably withheld, within ten (10) business days of receipt of the request from Owner. Market Street Manor Motel 161Pa 5.2.1 Disbursement during Construction. Prior to any disbursement of City Loan proceeds for construction, Owner and City's Project Coordinator shall develop a mutually agreeable disbursement format. In part, this format shall include certifications from the Project's architect and or/engineer that all materials and construction included in the request for disbursement are consistent with approved plans and specifications and that all materials have been delivered to the Site 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 upon the issuance of a Certificate of Completion for the Project.) The City Loan shall be disbursed in accordance with the mutually agreed upon draw schedule described above. Disbursement shall be based upon satisfaction of the construction component upon which the draw request is based as determined in good faith by the City's Project Coordinator. Disbursements shall not exceed aggregate amounts set forth in the accepted and approved construction contract/s for the Project. Owner and City acknowledge that it shall be the sole responsibility of the Owner to obtain the required written authorization for any request for disbursement. 5.3 Construction. The Owner shall construct the Project according to the requirements established in this RFA, including, but not limited to, the Scope of Work, Schedule of Performance, and the Final Plans. If the cost of construction of the Project, or any part of the Project exceeds the costs projected by Owner, the Owner shall, nevertheless, bear the responsibility to complete, at Owner's cost, the construction of the Project in accordance with this RFA. The City and the Owner agree that such obligations of the Owner 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 Owner, its successors and assigns. These covenants shall terminate upon the City issuing a Certificate of Completion for the Project. 5.5 Changes During Construction. The Owner covenants and agrees that the Owner shall not make or permit to be made any construction of the Project which incorporates a Substantial Change in the Final Plans without City approval of such changes. The Owner shall, prior to their occurrence, notify the City of all Substantial Changes in the construction as well as all changes which result in a material net increase in cost or extend the period for construction beyond the Completion Date. The City shall, in its sole discretion, approve or reject such changes in writing within 5 (five) days after proper delivery to City. 5.6 Payment and Performance Bonds. Under California Civil Code section 9550, a direct contractor that is awarded a public works contract more than $25,000 is required to provide a Market Street Manor Motel 171Pa g Payment Bond. However, the city does not own the Project or Site. The City is a lender of public funds to a nonprofit owner who in turn, will enter into an agreement with a general contractor for the improvements to the Property. Therefore, a payment bond is not required by the city for this Project. Under municipal code section 4.20.120 Formal Contract Procedures, J., the City shall have authority to require a faithful performance, payment, maintenance or other bond before entering a contract, to protect the best interests of the City. As part of the construction contract for the Project, Owner shall require each primary Contractor to obtain performance bonds for one hundred percent (100%) of the face amount of the construction contract price. All bonds shall be issued by a corporate surety authorized by the State of California. The cost of the bond may be considered a Project cost. Alternatively, the Owner may require the primary Contractor to provide an instrument of credit from one or more financial institutions subject to regulation by the state or federal government, pledging that the funds necessary to carry out the act or agreement are on deposit and guaranteed for payment. 5.7 No Construction Over Utility Easements. The Owner shall not construct any of the Project on, over, or within the boundary lines of any easement for public utilities on the Site, unless such construction is provided for in such easement or has been approved by the beneficiary of the easement. 5.8 Requirements Prior to Construction. No construction of the Project shall be undertaken by the Owner until Owner has fulfilled (or City has waived) all the conditions precedent, as required by this RFA, to construction of the Project on the Site; and the Plans have been approved by all government agencies from whom approval is required. 5.9 Commencement and Completion of Construction. The Owner shall promptly begin and thereafter make reasonable efforts to diligently pursue to complete the construction of the Project and the development of the Site in accordance with the provisions of this RFA and at the times specified in the Schedule of Performance. The Owner shall complete construction not later than the time limit set forth in the Schedule of Performance. Time is of the essence. Subject to the notice and cure rights set forth in Section 10.1, if Owner does not receive a Certificate of Occupancy for the Project on or before twenty-four (24) months from issuance of a building permit for the Project, City, in its sole discretion, shall have the unconditional, unilateral right to do any of the following: Market Street Manor Motel 181Pa g a) Require Owner to market and sell the Site within six (6) months and immediately repay to City all proceeds from the sale which City shall deem the City Promissory Note fully satisfied and shall release Owner from its obligation to City under the City Promissory Note; or b) Declare a default on the City Promissory Note for a failure to obtain a certificate of occupancy for the Project and enforce the power of sale contained in the Deed of Trust. 5.10 Reports. During the period of construction, the Owner shall once every 90 Days, or more often if requested by the City Project Coordinator, submit to the City a written report of the progress of the work. The report shall be in such form and detail as may be required by the City and shall include a reasonable number of construction photographs taken since the last report if previously requested by the City. Any reports during or after construction must be maintained for five years after the close of the affordability period. 5.11 Local State and Federal Laws. The Owner shall carry out the construction of the Project in conformity with all applicable laws, including all applicable federal and state labor standards. 5.12 Anti -Discrimination During Construction. The Owner, for itself, and its successors and assigns, agrees that the following provisions shall apply to, and be contained in all contracts and sub -contracts for the construction of the Project. (For purposes of this Section, Owner shall also mean Contractor or Sub -contractor.) 5.12.1 Employment. The Owner shall not discriminate against any employee or applicant for employment because of race, color, religion, age, disability, sex, sexual orientation, marital status, creed, ancestry, or national origin. The Owner shall ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, age, disability, sex, sexual orientation, marital status, ancestry, or national origin. Such action shall include, but not limited to, 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 Owner agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 5.12.2 Advertising. The Owner shall, in all solicitations or advertisements for employees placed by or on behalf of the Owner, state that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, age, disability, sex, sexual orientation, marital status, ancestry, or national origin. Market Street Manor Motel 191Pa g 5.13 Public Improvements. The Owner shall, at Owner's expense, undertake and complete any modification, construction, relocation or improvement of public facilities, improvements and utilities on or for the development of the Site. 5.14 City Access to the Site. The Owner shall permit the City's representatives access, without charge, to the entire Site at any time and for any purpose which the City considers necessary to carry out its obligations and protect its interests under the RFA. Purposes for City entry may include, without limitation, inspection of all work being performed in connection with the construction of the Project. Any City personnel entering on the Site shall register immediately at Owner's construction office, shall be escorted by the Owner's designee, and shall wear proper clothing and safety equipment, and shall comply with all job site safety rules. The City assumes all liability and responsibility for failure of its representatives to comply with such requirements and for their negligent acts and/or willful misconduct. 5.15 City Sig • The Owner shall furnish and erect a sign on the Site during construction identifying the City as a participant in the Project. The sign shall contain the City's name and logo and shall be approved by the City. The sign shall be kept clean and in good repair by the Owner during construction. 5.16 Certificate of Completion. After the City has determined that the Owner has completed the Project in accordance with the Owner's obligations under this RFA and a Notice of Completion has been recorded and the subsequent 30 -day mechanic's lien period has expired, the City will record, and will furnish the Owner with, a "Certificate of Completion" certifying such completion. Such certification shall be a conclusive determination of satisfaction and termination of the agreements and covenants in the RFA with respect to the obligations of the Owner to construct the Project and of the dates for the commencement and completion of construction, subject to any qualifications or limitations stated in such certification. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any governmental requirements other than the City or any obligation of the Owner to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance all or any part of the Project. The City shall prepare and execute the Certificate of Completion in a form suitable for recording in the Official Records of Shasta County pursuant to Exhibit 12. 5.16.1 Refusal to Issue. If the City refuses or fails to provide a Certificate of Completion, the City shall, within ten (10) business days after written request by the Owner, provide the Owner with a written statement, indicating in adequate detail in what respects the Owner has failed to complete the Project in accordance with the provisions of the RFA, or is otherwise in default, and what measure or acts will be necessary, in the opinion of the City, for the Owner to take or perform in order to obtain such certification. If the City wrongfully refuses to issue a Certificate of Completion, Market Street Manor Motel 201Pas; or upon passage of the ten (10) business day period, the Owner may seek a writ or order compelling the City to issue the Certificate. 5.17 Notification of Contractors, Architects, and Engineers. The Owner shall notify its :Project Contractors, architects and engineers in writing of the requirements of this RFA. Owner shall include, where applicable, the provisions of this RFA in contracts and subcontracts for the Project, and the Owner shall enforce such provisions. 5.18 Citnspection. The City shall have the right to inspect all books and records of the Owner related to the Project and the construction and changes in construction to assure Owner's compliance with the provisions of this RFA and Final Plans. 5.19 Supervision of the Work. The Owner shall be solely responsible for monitoring all construction, ensuring that the construction is performed in a skillful manner, and enforcing the terms of this RFA and the construction contracts. City's Project Coordinator's inspections of construction are made solely for the monitoring of City Loan disbursements, assuring Owner's performance under this RFA and protecting the City's security interest in the Site. 5.20 Conditions Precedent to Construction. The Owner shall not begin construction until the following conditions precedent have been satisfied or waived by City: a) The Owner has obtained all consents, approvals, entitlements and permits required for construction; b) The Owner has submitted the required insurance and evidence of the required bonds to the City; C) The Owner has obtained the proper grading and building permits from the city; d) The Owner has requested a notice to proceed from the City, and the City has notified the Owner in writing that it may proceed with construction after all requirements are met, including the required environmental clearance; and e) The Owner has issued a notice to proceed under the executed construction contract. 6. Use of Site. 6.1 Uses. The Owner covenants and agrees for itself, its successors, its assigns and every successor in interest to the Site, that during construction and through the Affordability Period (as herein described) the Owner, its successors and assigns, shall devote, use, operate, and maintain the Site in accordance with the Declaration of Rent Restrictions and this RFA. All uses conducted on the Site, including, without limitation, all activities undertaken by the Owner pursuant to this RFA, shall conform to the State of California laws, applicable provisions of the City of Redding Municipal Code, and any restrictions of record or any of the recorded documents against the Site. Market Street Manor Motel 211Pa 6.2 Commercial. This Project does not have a retail commercial component. 6.3 Affordable Housing. 6.3.1 Number and Type of Units; Income Eligibility. The Owner agrees to develop on the Site the Project consisting of 16 income -eligible units for homeless or formally homeless persons as defined in this RFA, resulting from the conversion of a motel to permanent apartment units and such other amenities necessary and incidental to such rental uses as specified in this RFA, the Rent Restrictions, and the Final Plans. The Owner agrees to make available, restrict occupancy to, and rent the units based on the rent calculation as specified in California Health and Safety Code 50053 throughout the Affordability Period. 6.3.2 Rent Restrictions. The City and the Owner agree to enter a separate and binding Declaration of Rent Restrictions in the form set forth as Exhibit 6 to this Agreement. The City and the Owner shall each execute such document and submit it to the Escrow Agent for recording against the property prior to or simultaneously with the close of escrow as described in Section 3.3. The covenants contained in the Declaration of Rent Restrictions shall remain in full force and effect for the entire Affordability Period. The issuance of a Certificate of Completion by the City shall not affect the Owner's obligations under the Declaration of Rent Restrictions. 6.3.3 Determination of Affordable Rent for the Affordable Units. Each Affordable Unit shall be rented at a monthly rental amount ("Affordable Rent") not to exceed the monthly rental amount in accordance with Section 50053 of the California Health and Safety Code. As of the approval of this RFA, the following formulas represent maximum Affordable Rents: For the Lower -Income Unit: One -twelfth (1/12) of thirty percent (30%) of sixty percent (60%) of the Area Median Income adjusted for family size appropriate to the Unit applicable to Shasta County, as determined by the United States Department of Housing and Urban Development. Exhibit 7 provides a "Guide to Property Owners" to assist the Owner in the determination of rent amounts for lower-income households. This Income Guidelines and Affordable Rent calculation worksheet will be available to the Owner each year. City Staff will contact the Owner each year to determine a mutually beneficial time to monitor the proper calculations of rents and income eligibility of tenants for the restricted units. Market Street Manor Motel 221Pak 6.3.4 Annual Report. Owner shall prepare and submit annually the certification reports, as requested by the City, during the Affordability Period. The report shall identify each Affordable Unit, the rental rate, and the income and family size of the occupants, as well as any other project information that is required by City. The required income information shall be supplied by the tenant in the form of source documentation kept at the Site and shall be available for City review at the City's request. 6.4 This RFA puts forth the mutual agreement for the lending of funds for the conversion of the Property from a motel to a permanent apartment complex. Once the project is complete, the Owner shall operate the apartment location as required by federal, state and local laws and may, should the Owner see the need, provide transitional housing program overlay to the assisted units. 7. Financing Defaults. 7.1 Lender's Option to Cure Defaults. After any default of Owner's obligations under the RFA, each Lender (or successor to Lender) shall have the right, at its option, to cure or remedy such default (or to the extent that it relates to the part of the Site covered by its lien), within the time for cure allowed to Owner as stated in Section 1.0.1, and to add the cost of such cure to the debt and the lien secured by the Site. If the breach or default relates to construction of the Project, however, Lender shall not undertake or continue the construction of the Project (beyond the extent necessary to conserve or protect Project or construction already made) unless Lender assumes in writing Owner's obligations to complete the Project on the Site in the manner provided in the RFA. Any Lender (or successor to Lender) who properly completes the Project as provided in the RFA shall be entitled, upon written request made to the City, to receive a Certificate of Completion from the City in a manner provided in the RFA. 7.2 City's Option to Pay Debt or Purchase Site. If, after Owner's default under the RFA 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 make reasonable efforts to diligently pursue to completion, construction of the Project in accordance with the Schedule of Performance set forth in Exhibit 9 to this Agreement, the City shall have the option, exercisable only by written notice to the Lender within ten (10) Days after expiration of the sixty (60) Day period, to do one of the following: 7.2.1 Pay Debt. The 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. 7.2.2 Deed in Lieu. If title to the Site has vested in Lender by way of a deed in lieu of foreclosure, the City shall be entitled, at its option, within sixty (60) Days from notice to the City of Lender's Market Street Manor Motel 231Pa<, acceptance of such a deed, to a conveyance to it of the Site upon payment to Lender of an amount equal to the sum of the following: a) The secured debt at the time of 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 Project improvements made by Lender. 7.2.3 Foreclosure. The City shall have the right to bid at any foreclosure sale held by or for any Lender on the Site. 7.3 City's Option to Cure Loan Default. In the event of a default prior to the completion of the Project by the Owner, or any successor in interest to the Owner by reason of any of its obligations under any mortgage or other instrument creating an encumbrance or lien upon the Site, the City may at its option cure such default or breach following the expiration of any applicable cure period (or sooner upon notice to the Owner), in which case the City shall be entitled, in addition to any of its other rights or remedies, to reimbursement from the Owner of all costs and expenses incurred by the City in curing such default and to a lien upon the Site for such reimbursement, provided that any such lien shall be subject always to the lien of any than existing liens on the Site authorized by this RFA (including any lien contemplated, because of advances yet to be made). 7.4 Inclusion in Loan and Security Instruments. Either City's rights or remedies under this Section shall be included in all loan and security instruments of Lender related to the Site; or City and such Lender shall enter an intercreditor agreement in a form and substance acceptable to the City and its counsel, incorporating such rights and remedies. 8. Owner's General Obligations. 8.1 Obligation to Refrain from Discrimination. The Owner covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, national origin, ancestry, familial status, or disability as defined in California Government Code Section 12955, et seq., in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, 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 tenants, lessees, subtenants, sublessees, or vendees of the Site. The foregoing covenants shall run with the land. Market Street Manor Motel 2414'ak 8.2 Non -Discrimination Covenants in Deeds Leases and Contracts. All such deeds, leases or contracts shall contain or be subject to the following nondiscrimination or non -segregation clauses as are contained in Sections 33416 and 33436 of the California Health and Safety Code: 8.2.1 In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 8.2.2 In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry, or national origin in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." 8.2.3 In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the premises." The covenants contained in this Section 8.2 shall remain in effect in perpetuity, and issuance of a Certificate of Completion by the City shall not affect the Owner's obligations under this Section. 8.3 Payment of Taxes, Assessments, Encumbrances and Liens. The Owner shall pay prior to delinquency all real estate taxes and assessments assessed and levied on the Site, always prior to the release of the lien of the City's Deed of Trust. Prior to issuance of a Certificate of Market Street Manor Motel 251Pak Completion, the Owner shall not allow to be placed on the Site any mortgage, trust deed, encumbrance or lien unless expressly authorized by this RFA or the City. The Owner shall promptly remove or satisfy any levy or attachment made on all or any part of the Site. Nothing contained in this RFA shall prohibit the Owner from contesting the validity or amounts of any tax assessment, encumbrance or lien, nor to limit the remedies available to the Owner in respect to such contest. 8.4 Effect and Duration of Covenants. The covenants contained in the RFA and Declaration of Rent Restrictions which subject and burden the Site with covenants regarding use of the Site and regarding nondiscrimination, are covenants running with the land. It is intended and agreed that the agreements and covenants provided in this RFA and the Declaration of Rent Restrictions shall be covenants running with the land and equitable servitudes thereon and that they shall, in any event, and without regard to technical classifications or designation, be binding, to the fullest extent permitted by law and equity, for the benefit and in favor of, and enforceable by, the City, the City's successors and assigns, any other governmental entity acting within its authority and any successor in interest to all or any part of the Site against the Owner, its successors and assigns and every successor in interest to all or any part of the Site, and any party in possession or occupancy of the Site and any subcontracting party or parties or other transferees under this RFA. 8.5 Effect of Violation. The City is deemed the beneficiary of the terms and provisions of this RFA, the Declaration of Rent Restrictions and the covenants running with the land, both for its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose benefit this RFA and the covenants running with the land have been provided. The RFA and the Declaration of Rent Restrictions shall run in favor of the City without regard to whether the City has had or does have any interest in the Site. 8.6 Indemnification. The Owner hereby agrees to protect, defend, indemnify and hold harmless, the City, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands, penalties, fines, defense costs, and consequential damage or liability of any kind or nature, arising directly or indirectly out of the obligations or operations herein undertaken by the Owner, caused in whole or in part by any act or omission of the Owner, any contractors or subcontractors, directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the negligence or willful misconduct of the City. The Owner will conduct all defenses at its sole cost and expense and the City shall have the right to approve or disapprove legal counsel defending the City. The 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. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Owner. This Section 8.6 shall survive the termination of this RFA, irrespective Market Street Manor Motel 261Pa- of the reason for its termination, until a date that is ten (10) years following the date the City furnishes the Owner with a Certificate of Completion. 8.6.1 D. The obligation to indemnify, protect, defend, and hold harmless set forth in this Section applies to all claims and liability regardless of whether any insurance policies are applicable. The policy limits of said insurance policies do not act as a limitation upon the amount of indemnification to be provided by Contractor. 8.7 Insurance Requirements and Public Safety Protections. Owner shall promptly take steps to protect the public from the risk of injury whether from the condition of the Property or Owner's activities in connection with the Property. The Owner 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 RFA of the Owner, any contractor, subcontractor or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: 8.7.1 Owner Insurance Requirements. Owner shall procure and maintain for the duration of the RFA insurance against claims for injuries to persons or damages to property which may arise from or in connection with Owner's activities hereunder. The cost of such insurance shall be borne by Owner. Owner shall maintain the following noted insurance: Coverage Commercial General Liability Comprehensive Vehicle Liability Workers Compensation and Employee Liability Builder's Risk/Course of Construction Hazard/All Risks Required Not Required X X X (Following Construction) 8.7.1.1 Course of Construction/Builder's Risk Insurance. Owner shall provide proof of Course of Construction/Builder's Risk Insurance providing coverage for "all risks" of loss during the construction phase of the Project in the amount of the combined total of the City and Other Financing as stated in Section 3.1 and 3.4 of this RFA. 8.7.1.2 Hazard Insurance. Following completion of construction, Owner 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 RFA. Market Street Manor Motel 271Pak 8.7.2 General Contractor Insurance Requirements. During construction, the General Contractor shall maintain the following noted insurance: Coverage 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 8.7.2.1 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; (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, their respective 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 Manager of the City of Redding. 8.7.3 Other Insurance Provisions. All policies required by this RFA are to contain or be endorsed to contain the following provisions: For General Liability and Automobile Liability coverages: a) The City, its elected officials, officers, employees, agents, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of Owner and/or Contractor; premises owned, leased, or used by Owner and/or Contractor; or automobiles owned, leased, hired, or borrowed by Owner and/or Contractor. The coverage shall Market Street Manor Motel 281Pak contain no special limitations on the scope of protection afforded to the City, its elected officials, officers, employees, agents, or volunteers. b) The insurance coverage of Owner and/or Contractor shall be primary insurance as respects the City, its elected officials, officers, employees, agents, and volunteers. Any insurance or self. - insurance maintained by the City, its elected officials, officers, employees, agents, or volunteers shall be more than Owner's and/or Contractor's insurance and shall not contribute with it. Each insurance policy required by this RFA shall be endorsed to state that coverage shall not be cancelled except after thirty (30) Days prior written notice has been given to the City Risk Manager. 8.7.4 Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no less than A -VII. This requirement may, however, be waived in individual cases provided, however, in no event will a carrier with a rating below B: IX be acceptable. 8.7.5 Verification of Coverage. Owner shall be responsible for furnishing the City Risk Manager with all certificates of insurance and original endorsements affecting specific coverage required by this RFA. The certificates and endorsements for each insurance policy are to be signed by a person authorized by the insurer to bind coverage on its behalf. The City may withhold Project payments if required certificates of insurance and endorsements have not been provided. The City Risk Manager reserves the right to require complete certified copies of all required insurance policies. 8.7.6 Deductibles and Self -Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Risk Manager. 8.8 Failure to Maintain. If the Owner fails to obtain or maintain, or cause to be obtained and maintained, any insurance required by this RFA, the City shall have the right to purchase the insurance and add to the principal amount of the City Loan the full costs to City of obtaining such insurance. 8.9 Information as to Members. The Owner shall, during the period between the Effective Date of the RFA and the issuance of the Certificate of Completion, do the following: 8.9.1 Notice of Ownership Changes. The Owner will promptly notify the City in writing of all changes affecting ten percent (10%) or more in the relative distribution of ownership of membership interests, legal or beneficial, or with respect to the identity of the parties in control of the Owner or the degree of such control. Market Street Manor Motel 291Pa 8.9.2 Statement of Ownership Interests. The Owner shall, at such times as the City may request, furnish the City with a complete statement, setting forth the names of all of the owners or stockholders, legal or beneficial, of the Owner which hold ten percent (10%) or more interest or control in the Owner, all as indicated by the records of the Owner. The Owner shall furnish such other information or knowledge that it may have regarding such holdings which is different from the corporate records, including beneficial ownership or control. Such lists, data, and information shall in any event be furnished to the City immediately prior to execution of the RFA as a condition precedent to City's obligations under the RFA and annually thereafter until the issuance of the Certificate of Completion. 8.9.3 Partnership Statement. If the Owner is a partnership, information shall be provided under the terms in this Section, as to the ownership of partnership interests of the partners who own interest in the Owner. 9. Prohibitions Against Assignment and Transfer. 9.1 Development Team. The City has entered this RFA in reliance upon the identities and qualifications of the Development Team. The Owner may not change or modify the Development Team without the prior written consent of the City, whereby such consent shall not be withheld. 9.2 Transfer of Interest. The Owner represents that it has informed its members, and the Owner shall inform any successors in interest of the provisions of this Section. Subject to restriction of federal and State securities regulation and prior to issuance of a Certificate of Completion, the Owner shall not permit transfers of ownership which would result in a change in management authority or fiscal ability with respect to Owner or, with respect to the parties in control of the Owner or the degree of such control, by any method or means, including, but not limited to, sale, transfer, increased capitalization, merger with another corporation, corporate or other amendments, issuance of additional members or new membership interests or classification of such interests, or otherwise. With respect to this provision, the Owner and the parties signing the RFA on behalf of the Owner represent that they have the authority of all their existing members holding ten percent (10%) or more interest in the Owner to agree to and bind them to this provision. 9.3 Transfer or Assignment. 9.3.1 Transfer or Assignment of Interests, Rights, or Obligations in the RFA. Except as required to obtain the financing approved by the City, the Owner shall not, prior to issuance of the Certificate of Completion, make any total or partial sale, assignment or transfer of any interest, right or obligation under this RFA without the prior written approval of the City. 9.3.2 Transfer or Assignment of Interests in the Site. Except as required to obtain the financing approved by the City, the Owner shall not, prior to issuance of the Certificate of Market Street Manor Motel 301Page Completion, make any total or partial sale, assignment or transfer of any interest in the Site without the prior written approval of the City. 9.3.3 One -Time Transfer to Controlled Single Asset Entity. Notwithstanding the foregoing, the City Manager is hereby authorized to approve, in writing, a one-time assignment by Owner of all of its rights and obligations under the RFA, and all of its interest in the Site, to a single -asset corporation, partnership, or limited liability company wholly owned or controlled by Owner, subject to Owner's compliance with the requirements of this RFA. 9.3.4 Conditions of Approval. The City shall be entitled to require the following as conditions to any approval of any assignment or transfer of any interest in the Site, the RFA, or the Owner: a) Qualifications and Financial Responsibility. Any proposed transferee shall have the qualifications and fiscal responsibility, as determined by the City, necessary and adequate to fulfill Owner's obligations under the RFA. b) Assumption of Obligations. Any proposed transferee shall, for itself and its successors and assigns, expressly assume all of Owner's obligations under the RFA and shall agree to be subject to all the conditions and restrictions to which the Owner is subject. Said assumption of obligations shall be in writing in recordable form approved by the City and shall expressly be for the benefit of the 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 any rights or remedies or controls with respect to all or any part of the Site or this RFA that the City would have had, had there been no such transfer or change. C) Review of Documents. The Owner shall submit to the City for review and approval all legal documents involved in effecting such transfer. Such documents shall be subject to the 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 RFA shall not exceed the actual costs incurred for the Project, if any, made. It is the intent of this provision to preclude assignment of the RFA or transfer of the Site for profit prior to the completion of the Project. The transferee's obligation to pay any excess to the city may be satisfied by the transferee's assumption of the City Promissory Note. e) Other Conditions. The Owner and such transferee shall comply with such other conditions as the City may End necessary and reasonable to achieve and safeguard the purposes of the RFA. Market Street Manor Motel 311Pak 9.3.5 Owner Obligations Not Relieved. In the absence of specific written agreement by City to the contrary, no such transfer or approval of transfer by City shall relieve the Owner, or any other party bound in any way by the RFA, from any of its obligations under the RFA. 10. Defaults and Remedies. The provisions of this Section are in addition to any provisions in the City Deed regarding default and remedies. Subject to any extension of time permitted by this RFA, a failure or delay by the City or the Owner to perform any term or provision of this RFA constitutes a material default of this RFA. 10.1 Cure. Except as otherwise provided in the RFA, if either party defaults in, or breaches, the RFA, such party shall cure such default or breach within thirty (30) Days after receipt of written notice from the other party of such default or breach. If the defaulting party 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 the City nor Owner is relieved of any obligation under this RFA to give notice, mere failure to notify the other party shall not be deemed a waiver of the defaulting party's default. 10.2 Termination by City Prior to Completion of Construction. If, prior to issuance of Certificate of Completion and without City approval, the Owner assigns any interest in the RFA or the Site, or permits a change in ownership or control in the Owner in violation of this RFA, defaults in its obligations related to the development of the Project as set forth in the RFA, abandons or unreasonably suspends construction work on the Project, or permits any unauthorized encumbrance or lien (including tax liens) and fails to discharge any such unauthorized lien or encumbrance then the City may elect to terminate the RFA at its option or invoke any other remedy provided in this RFA, subject to the cure period provided for in Section 10.1. In such event, the City shall be entitled to damages, without any deduction, offset, or recoupment whatsoever. 10.3 City Right to Purchase. In addition to any other rights of the City, in the event of termination of the RFA, the City shall have, for a period of six (6) months after such termination, the right to purchase the Site. The purchase price shall be the sum of (1) the cash actually expended by Owner in construction of the Project or portion thereof being acquired; (2) plus the appraised value of the Site at approximately the Effective Date of the RFA; less the sum of (1) the balance owing under the City Promissory Note or other indebtedness secured by the Site, including construction loans or liens; (2) any gains or income withdrawn or made by Owner from the Site; and (3) any amounts, including interest on loans, then due from Owner to City. 10.4 Other Rights and Remedies of City. The City shall have the right to institute such actions or proceedings as it may deem desirable to carry out the purposes of this Section. Market Street Manor Motel 321Pa 10.5 No Waiving by Delay. Any delay by the City or Owner in asserting any rights under this Section 10 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 the City or Owner 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 default except to the extent specifically waived in writing. 10.6 Assignment of Contracts; Power of Attorney. Subject to the rights of the Construction Lender, if any, and upon execution by the City of appropriate assignment and assumption documents, all contracts with Contractors, subcontractors, suppliers and other entities related to the construction of the Project and all sources of funds for construction of the Project are irrevocably assigned by the Owner to the City upon City demand after default by the Owner. 10.7 Delay for Causes Beyond Control of Party. For the purposes of any of the provisions of the RFA, neither the City nor the Owner shall be considered in breach of, or default in, its obligations with respect to the preparation of the Site for development, or the beginning, prosecution, and completion of construction of the Project, if delay in the performance of such obligations is due to unforeseeable causes beyond the delayed party's control and without its fault or negligence. Unforeseeable causes shall include acts of God, acts of a public enemy, acts of the State or Federal Government, acts of the other party, fires, floods, epidemics, discovery of protected species or historical artifacts upon the Site, 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 Owner shall be extended for the period of the enforced delay, as determined by the City, 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 terminate such enforced delay. 10.8 Rights and Remedies Cumulative. The rights and remedies of the parties to the RFA shall be cumulative, and the exercise by either party 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. The remedies set forth in this RFA shall not be construed to deny either party of any other rights in law or equity which may be available to it in the event of a breach of this RFA. No waiver made by either such party with respect to the performance of any obligation of the other party or any Market Street Manor Motel 33 1 P a k condition to its own obligation under the RFA shall be considered a waiver of any rights beyond those expressly waived in writing. 10.9 Claw back and Recapture Provision Regarding Funding_ HHIP funding is the source funding for the loan associated with this transaction and has been funded by Partnership Healthplan of California with funding received from American Rescue Plan of 2021. Owner must comply with the milestones, timely completion, notifications, reporting requirements, and any failure to meet the requirement of this RFA, may result in required repayment of the funds. 11. General Provisions. 11.1 Time for Actions. The City and the Owner shall each do the actions required of them, on or before the times specified in this RFA. Unless otherwise provided, the City shall give required approvals or disapprovals within fourteen (14) Days after submission, except matters which must be decided by the City Council of the City, which shall be decided within forty-five (45) Days. 11.2 Counterparts. This RFA may be signed in counterparts and is executed in two (2) duplicate originals, each of which is deemed to be an original and the same instrument. This RFA includes Pages 1 through 28 and Exhibits 1 through 1.2, which constitute the entire understanding and agreement of the parties. 11.3 Priority of Contents of RFA. In the event of a conflict between the terms of this RFA and the Exhibits, this RFA shall be given precedence. 11.4 Inspection of Books and Records. The City has the right, at all reasonable times and upon reasonable notice, to inspect the books and records of the Owner pertaining to the Site as necessary to assure compliance with the provisions of this RFA. The Owner shall keep such books and records as the City may require assuring Owner's performance of its obligations under this RFA. 11.5 Fees Commissions Gifts or Interests. The City shall not be liable for any real estate commissions, brokerage fees or finder's fees which may arise from this RFA. The city and the Owner each represent that neither has engaged any broker, agent or finder, and that neither claims such a commission or fee, in connection with this RFA. The Owner shall pay no fee or commission, make no gifts and provide no interest in the Loan to any employee or official of the City or the City of Redding. 11.6 Entire Agreement. This RFA and all the attached Exhibits integrate all the terms and conditions related or incidental to its subject matter and supersede all negotiations or previous agreements between the parties with respect to its subject matter. Market Street Manor Motel 3414'ak 11.7 Waivers and Amendments. No waivers, changes, amendments or alterations shall be effective unless in writing and signed by all parties. However, minor amendments which do not result in a substantial or functional change to the original intent of the Agreement and do not cause an increase to the maximum amount payable under this Agreement may be agreed to in writing between Owner, and the City Manager. 11.8 Non -liability of City Officials and Employees. No member, official or employee of the City shall be personally liable to the Owner, 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 Owner or its successors, or on any obligations under the terms of this RFA. 11.9 Notices and Demands. Any notice, demand or other communication under the RFA 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 Owner and City stated in Sections 1.21 and 1.4, respectively, or delivered by facsimile to the numbers listed for the Owner and City in Sections 1.20 and 1.4, respectively, and evidenced by a fax receipt. 11. 10 Jurisdiction, Venue and Attorneys' Fees. 11.10.1 Jurisdiction and Venue. Any legal action(s) concerning the RFA or the performance of any party there under shall be brought only in the court of appropriate jurisdiction in the County of Shasta. Both the Owner and the City agree that jurisdiction and venue shall only be in said courts. 11.10.2 Attorneys' Fees. In the event any legal action, including arbitration, is brought by either party to this RFA to enforce this RFA or for breach of this RFA or for a declaration of the rights and duties under this RFA, the prevailing party shall recover costs and reasonable attorney's fees in addition to any other relief to which that party may be entitled. 11.10.3 Housing First. To the greatest extent possible, when providing Permanent Supportive Housing, the Owner should follow the core components of Housing First. 11.10.4 Authority to Sign. Each of the Parties herein represents and warrants that the execution, delivery, and performance of this Agreement has been duly authorized and signed by a person who meets statutory or other binding approval to sign on behalf of its respective organization as named in this Agreement. Market Street Manor Motel 351Pak THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK IN WITNESS WHEREOF, the parties have executed this RFA as of the Effective Date. OWNER: PROJECT RESTORATION IC Robert Cronic, Chief Executive Officer Tax ID No.37-2154374 By: Sharlene Tipton, City Clerk Market Street Manor Motel 361Pak CITY: CITY OF REDDING Jack Munns, City Mayor By: Gretchen Stuhr, Assistant City Attorney Il LIST OF EXHIBITS EXHIBIT 1: Legal Description of Site EXHIBIT 2: Site Map EXHIBIT 3: Preliminary Project Budget EXHIBIT 4: City Deed of Trust EXHIBIT 5: City Promissory Note EXHIBIT 6: Declaration of Rent Restrictions EXHIBIT 7: Guidance to Property Owner EXHIBIT 8: Scope of Work EXHIBIT 9: Schedule of Performance EXHIBIT 10: Site Development Permit EXHIBIT 11: Notice of Completion EXHIBIT 12: Certificate of Completion EXHIBIT 13: Fair Housing Poster Market Street Manor Motel 37 1 P a g e Exhibit I THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF REDDING, COUNTY OF SHASTA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: LOTS 41, 42 AND 43 AS SHOWN ON THE MAP OF HONN'S ADDITION TO THE CITY OF REDDING, RECORDED IN THE OFFICE OF THE COUNTY RECORDER, RECORDED MAY 21, 1888 IN BOOK OF OLD PLATS AT PAGE 40, SHASTA COUNTY RECORDS. EXCEPTING THEREFROM ALL THAT PORTION THEREOF DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA RECORDED OCTOBER 14, 1940 IN BOOK 171 OF OFFICIAL RECORDS AT PAGE 446. N GIS DIVISION INFORMATION TECHNOLOGY DEPARTMENT W+ E DATE PRODUCED: SEPTEMBER 5, 2024 S 0 200 400 Feet P:\Housing\PmProjects\2171 _MarketSt_LocationMap. aprx LOCATION MAP 2171 MARKET ST (0.46 ACRES) AP# 102-510-019 MTG. DATE: ITEM: ATTACHMENT: Exhibit 3 - Preliminary Budget AMOUNT REHABILIATION SOURCES AVAILABLE ACQUISITION CONSTRUCTION COSTS Five Star Loan $ 1,100,000.00 $ 1,100,000.00 Seller Carry Back to Project Restoration $ 900,000.00 $ 900,000.00 HH1P City Loan $ 1,500,000.00 $ 1,500,000.00 Project Restoration Acquisition and Rehab Project Cost $ 3,500,000.00 $ 2,000,000.00 $ 1,500,000.00 EXHIBIT 4 RECORDING REQUESTED BY: City of Redding CfI Iffid 0.11011011CRIM01411 Oslo 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 THIS DEED OF TRUST is made this day of 2025, PROJECT RESTORATION, a California nonprofit corporation, as to equitable title, herein called "Trustor," and/or "Borrower" whose address is 2171 Market Street, Redding, CA 96003; PLACER TITLE COMPANY, herein called "Trustee," whose address is 2145 Larkspur Lane, Suite A, Redding, CA 96002; and the CITY OF REDDING, a municipal corporation and general law city, whose address is P.O. Box 496071, 777 Cypress Avenue, Redding, California 96049-6071, herein called `Beneficiary" and/or the "Lender". WITNESSETH: That Trustor Irrevocably, Grants, Transfers and Assigns, to Trustee, in Trust, with Power of Sale, that property in the City of Redding ("City"), County of Shasta, State of California, described as: EXHIBIT A - Legal Description WWII 643061 VWK41a0001Ji1.14a �i[17►.a.�[IaIIL•a1ZIZ17 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 conversion of an existing motel to income -eligible apartment housing, 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 Five Hundred Thousand and No/100 Dollars ($1,500,000) with interest thereon according to the terms of a certain Promissory Note of even date herewith, designated as the "Residual Receipts 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 contained in any Rehabilitation Financing 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. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: 1. To keep said property in good condition and repair; to allow Beneficiary or its representatives to enter and inspect 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 without the consent of the 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 rehabilitation; (c) to replace any work or materials unsatisfactory to Beneficiary within fifteen (15) City of Redding Deed of Trust Page 2 of 9 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 (l 5) 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 accept as 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 property, fire and other types of insurance as may be required by Beneficiary. All 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 to Beneficiary together with written evidence showing payment of the premium therefor and, in the event 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 to or 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 or 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 hereby. Neither Trustee nor Beneficiary shall be responsible for such insurance or for the collection of any insurance monies, or for any insolvency of any insurer or insurance underwriter. In case of insurance loss, Beneficiary is 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 Beneficiary, shall either be applied in reduction of the indebtedness secured hereby whether due or not, or in such order as Beneficiary may determine, or be held by the Beneficiary and used to reimburse the Trustor for the cost of rebuilding or restoring the building or improvements on said premises. 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. City of Redding Deed of Trust Page 3 of 9 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) at least ten (10) days before delinquency, 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 required 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 jurisdiction over the Trustor, any tax is due or becomes due in respect to the issuance of the Note hereby secured, 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 any payment or do any act as provided in this Deed of Trust, then Beneficiary or Trustee, but without obligation to do so and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may (a) make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; (b) commence, appear in, or defend any action or proceeding purporting to affect the security hereof or the property covered by this Deed of Trust, or the rights or powers of Beneficiary or Trustee; (c) pay, purchase, contest, or compromise any encumbrance, charge or lien, which in the judgment of either is or appears to be prior or superior hereto; and (d) in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. Trustor agrees to repay any amount so expended on demand of Beneficiary, and any amount so, expended may be added by Beneficiary to the indebtedness secured hereby and shall bear a like rate of interest. 5. To perform each agreement of Trustor contained in any Rehabilitation Financing 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 City of Redding Deed of Trust Page 4 of 9 Deed of Trust by Beneficiary or Trustee, with interest from the date of expenditure at the rate which 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, 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 manner 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 pay. 11. That at any time, or from time to time, without liability of the Beneficiary or Trustee thereof, and without notice, upon written request of Beneficiary 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. 12. That the lien hereof shall remain in full force and effect during any postponement or extension of time of payment of the indebtedness secured hereby, or any part thereof. 13. That upon written 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 of 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 City of Redding Deed of Trust Page 5 of 9 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 money shall 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 bringing 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 leases, 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 attorneys' 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 Beneficiary 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 Trust or 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 as hereinafter provided, or during the pendency of Trustee's sale proceedings hereunder, shall not cure such breach or default nor affect said sale proceedings, or any sale made pursuant thereto, but such rents, issues, royalties, and profits, 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 Beneficiary to collect, shall be, or be construed to be, an affirmation by Beneficiary of any tenancy, lease 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 City of Redding Deed of Trust Page 6 of 9 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. That any default by Trustor in payment of any indebtedness secured hereby or performance of any covenant or condition set forth in a Rehabilitation Financing 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 of 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 Notes 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 given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed 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 recital in such Deed of any matters of fact shall be conclusive evidence of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at 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 proceeds of sale to payment, first, of all sums expended under the terms hereof, not then repaid, with accrued interest at the rate then payable under the Note or Notes secured hereby, and then of all other sums secured hereby, and, if there are any proceeds remaining, shall distribute them to the person or persons legally 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 demand 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 City of Redding Deed of Trust Page 7 of 9 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 July 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 and delivery of a written statement regarding the obligations secured by this Deed of Trust pursuant to Sections 2943 and 2954 of the Civil Code of California (or successor statutes), Beneficiary shall be entitled to make a reasonable charge, not exceeding the maximum amount which is permitted by law at the time the statement is furnished. Beneficiary may also charge Trustor a reasonable fee for any other services rendered to Trustor or rendered in Trustor's behalf in connection with said property of this Deed of Trust, including changing Beneficiary's records pertaining to this Deed of Trust and the loan secured hereby in connection with the transfer of said property, or releasing an existing policy of fire insurance or other casualty insurance held by Beneficiary and replacing the same with another such policy. 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 shall have 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 Trustor has made certain representations and disclosures in order to induce Beneficiary to make the loan evidenced 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 herein 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 party 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. City of Redding Deed of Trust Page 8 of 9 25. The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land. 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: 12025 Signature of Trustor(s): PROJECT RESTORATION, a California nonprofit Corporation Robert Cronic Chief Executive Officer City of Redding Deed of Trust Page 9 of 9 EXHIBIT A LEGAL DESCRIPTION 2171 Market Street, Redding, CA 96001 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF REDDING, COUNTY OF SHASTA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: LOTS 41,42 AND 43 AS SHOWN ON THE MAP OF HONN'S ADDITION TO THE CITY OF REDDING, RECORDED IN THE OFFICE OF THE COUNTY RECORDER, RECORDED MAY 21, 1888 IN BOOK OF OLD PLATS AT PAGE 40, SHASTA COUNTY RECORDS. EXCEPTING THEREFROM ALL THAT PORTION THEREOF DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA RECORDED OCTOBER 14, 1940 IN BOOK 171 OF OFFICIAL RECORDS AT PAGE 446. ' IZGa.�[131�IZIZ17 1:0 iliflml RESIDUAL RECEIPTS PROMISSORY NOTE SECURED BY DEED 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: $1,500,000 12025 Redding, California FOR VALUE RECEIVED, PROJECT RESTORATION, a California Nonprofit Benefit Corporation, ("Borrower"), promises to pay to the order of the City of Redding ("Holder"), the principal sum of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000), pursuant to Section 4 below. 1. Borrower's Obligation. This promissory note ("Note") evidences Borrower's obligation to pay Holder the principal amount of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000), for the funds loaned to Borrower by Holder to assist with the development of certain real property ("Project") pursuant to a Rehabilitation Financing Agreement between Borrower and Holder dated ("RFA" or "Agreement"). 2. Interest. The principal balance of this Note shall bear simple interest from the date of disbursement until repaid in full at one percent (1%) per annum; provided, 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 such time as the Loan 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. Interest calculations shall start 120 days from the issuance of Certificate of Occupancy. 3. Term and Repayment Requirements. The term of this Note ("Term") shall commence with the date of this Note and shall expire twenty (20) years from said date, at which time the remaining balance of principal and interest shall be due and payable. 4. Terms of Payment. a. All principal and 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. 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 Residual Receipts realized from the operation of the Project as shown by the annual audit shall be paid to the City. 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. City of Redding Residual Receipts Promissory Note Page 2 of 3 Residual receipts for purpose of this Note shall have the meaning as follows: Residual receipts may be thought of as all "surplus cash" remaining after all reasonable expenses of the Project have been paid or funds have been set aside for such payment including mortgage, funded reserve account and all reasonable obligations of the project. Reasonable obligations of the Project include: real estate taxes, property insurance, utilities, repairs and maintenance, payroll and benefits for employees, advertising and marketing, professional fees, general and administrative costs and management fees. 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 this Note, or any instrument securing the obligations of Borrower under this Note, if, for any reason whatsoever, the payment of all sums by Borrower pursuant to the terms of this Note would result in the payment of interest which would exceed the amount that Holder may legally charge under the laws of the State of California, then the amount by which payments exceed the lawful interest rate shall automatically be deducted from the principal balance owing on this Note, so that in no event shall Borrower be obligated under the terms of this Note to pay any interest which would exceed the lawful rate. f. The whole of this Note shall be nonrecourse to Borrower. 5. Default. a. Any of the following shall constitute an event of default under this Note. 1) 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 cure period, the entire unpaid principal balance, together with all interest thereon, and together with all sums then payable under this Note and the Deed of Trust shall at the option of Holder become immediately due and payable upon written notice by Holder to Borrower without further demand. c. The failure to 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. City of Redding Residual Receipts Promissory Note Page 3 of 3 7. Security. This Note is secured by a Deed of Trust and Security Agreement ("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 Note or any installment hereof made by agreement by Holder with any person now or hereafter liable for payment of this note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part. c. The obligations of Borrower under this Note shall be absolute and Borrower waives any and all rights to offset, deduct, or withhold any payments or charges due under this Note for any reason whatsoever. 9. Miscellaneous Provisions. a. Borrower promises to pay all costs and expenses, including reasonable attorney's fees, incurred by Holder in the enforcement 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. of California. c. This Note shall be governed by and construed in accordance with the laws of the State Borrower: PROJECT RESTORATION, a California Nonprofit Benefit Corporation Robert Cronic Chief Executive Officer Exhibit 6 RECORDING REQUESTED BY: City of Redding as Successor Housing Agency to the Redding Redevelopment Agency 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 P.O. Box 496071 Redding, CA 96049-6071 THIS DECLARATION OF RENT RESTRICTIONS (the "Declaration") is entered into the _rh day of 2025, by and between the CITY OF REDDING, a municipal corporation and general law city ("City") and PROJECT RESTORATION, a California Nonprofit Corporation ("Owner"). A. Owner is fee owner of record of that certain real property ("Real Property" or "Site") located at 2171 Market Street in the City of Redding, County of Shasta, State of California, legally described in the attached Exhibit "A". The Real Property is the subject of a Rehabilitation Financing Agreement dated July , 2025, for the rehabilitation, construction, operation, management and maintenance of a motel conversion to income -eligible housing consisting of sixteen (16) units ("the Project"). The Affordable Units will be available for Low -Income Households. B. The Real Property is located in the City of Redding and the development of the Property for affordable housing is in the best interest of the Owner and the City, and the health, safety, and welfare of the residents of the City of Redding. C. To facilitate affordable rental housing, the Citywishes to secure rent restrictions on housing obligations as defined in California Health and Safety Code (HSC) Section 50053. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1. Number of Units. The Project on the Site consists of sixteen (16) housing units. The Owner agrees to make available, restrict occupancy to, and rent at an "Affordable Rent" to the "Low - Income Households" for the period of time described in Paragraph 2. "Low -Income Household" shall mean a household earning no more than eighty percent (80%) of the Area Median Income adjusted for family size appropriate to the size of the rental unit applicable to Shasta County, as established and amended from time to time by HUD and as set forth in HSC Section 50053. "Affordable Rent" shall have the meaning set forth in HSC 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 twenty (20) years. 2. Duration of Affordability of Affordable Units. The Affordable Units shall remain available for rent to and occupancy by Low -Income Households at an Affordable Rent throughout the Affordability Period. 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 Owner 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 Rehabilitation Financing Agreement and reconveyance of the Deed of Trust and shall not be subject to subordination, unless otherwise approved by the City Manager. 3. Determination of Affordable Rent for the Affordable Units. Each Affordable Unit shall be rented at a monthly rental amount ("Affordable Rent") in accordance with HSC Section 50053. As of the approval of this Declaration, the following formulas represent maximum monthly Affordable Rents: i) For the Low -Income Unit: One -twelfth (1/12) of thirty percent (30%) of sixty percent (60%) of the area median income adjusted for family size appropriate to the unit applicable to Shasta County, as determined by the United States Department of Housing and Urban Development (the "Applicable Median Income"). In addition, for those lower income households with gross incomes that exceed 60 percent of the area median income adjusted for family size, it shall be optional for any state or local funding agency to require that affordable rent be established at a level not to exceed 30 percent of gross income of the household; and 4. Monitoring of the Affordable Units. Owner, its designee or successor shall prepare and submit annually the certification reports, as requested by the City, during the Affordability Period. The report shall identify each rental unit, the rental rate, and the income and family size of the occupants. The required income information shall be supplied by the tenant in the form of source documentation kept at the Real Property and shall be available for City review at the City's request. Remainder of this page is intentionally left blank IN WITNESS WHEREOF, the Agency and Owner have signed this Declaration on the respective dates set forth below. Date: City of Redding, a municipal corporation By: Jack Munns, Mayor ATTEST: APPROVED AS TO FORM: By: Sharlene Tipton, City Clerk By: GRETCHEN STUHR, ASSISTANT CITY ATTORNEY II PROJECT RESTORATION, a California Nonprofit Corporation: By: Robert Cronic Its: Chief Executive Officer ""Please have Notary Public attach a separate Acknowledgement Form with signature and seal**** Exhibit 7 - Guide to Property Owner *qqA#redfMvI1.q1 �Dei lbw #Jio Income Eligibility; 10 -Owner retains right to recertify the tenant's income eligibility on an Annual Income Recertification; annual basis. The tenant's failure to cooperate in the income Occupancy Standards recertification process constitutes a violation of the lease. THREE BEDROOM loo- Deliberately providing false information can result in termination of FIVE BEDROOM the lease. JkJED*,lfft;,WE ► Owners must initially rent units to households with no less than the 0'0%,,,9fMED1A PQ N jW _,MIE minimum required number of people. If the household is out of INCOAT',, compliance at recertification, the owner may require the tenant EXTREMELY LOW household to move to the next available appropriately sized unit. Rent 10- Rents are subject to the rent restrictions. Owner retains right to Restrictions Rent Increases adjust rents, in accordance with the Rent Limits. Owner may operate a transitional housing program with proper permits Transitional housing 1 does not collect rent but collects program fees. $1,563 ► Terms for rent increases (i.e., how frequently rent can be increased; M"t4,, $2,600 when increases can be made; how much written notice must tenant Ao"th $3,143 receive). Lease Renewal No- Owner may not terminate the tenancy or refuse to renew the lease 1x5,239 except for serious or repeated violation of the lease; for violation of $6,288 applicable Federal, State, or local law; for completion of the tenancy for $21,400 transitional housing; or for other good cause. $35,650 ►Owner must give the tenant a written notice specifying the grounds $43,110 for the action at least 30 days before the tenant must vacate the unit, or $57,050 notice based on applicable state law. Lease Term 10- The lease term must be for at least one year, unless the tenant and $86,200 the owner mutually agree upon a shorter term. Annual Unit Inspection ► Owner retains the right to inspect, and to permit local, federal, or $2,152 state monitoring staff to inspect assisted units during the affordability $3,342 period. State or local law may establish how much notice must be $4,040 given for inspections. HCD INCOME GUIDELINES - EFFECTIVE June 01, 20,24 THREE BEDROOM FOUR BEDROOM FIVE BEDROOM i E JkJED*,lfft;,WE 6J8%0flAEJ?JAN�JKf:OldE - 0'0%,,,9fMED1A PQ N jW _,MIE M0lA14_,,I*COM1E INCOAT',, EXTREMELY LOW VERY LOW LOW MODERATE 1 Anati $18,750 $1,563 'Ptit $31,200 M"t4,, $2,600 'Annoaf, $3T,710 Ao"th $3,143 Ann4ifl $49,�-450 $4,163 Anagal, $62,850 1x5,239 $75,450 $6,288 2 $21,400 $1,783 $35,650 $2,971 $43,110 $3,593 $57,050 $4,754 $71,850 $5,98P, $86,200 $7,183 3 $25,820 $2,152 $40,100 $3,342 $48,480 $4,040 $64,200 $5,350 580,800 $5,733 $97,000 $8,083 4 $31,2110 $2,600 $44,550 $3,713 $53,880 $4,490 $71,300 $5,942 $09,800 $7,483 $10&7,750 $5,979 5 $36,580 $3,048 1 $48,150 $4,013 $58,200 $4,850 $77,050 $6,421 397,000 $,8,083 $116,350 $9,696 6 $41960 $3,497 $51,700 $4308 $62149f) $5,208 $82,750 $6,896 $,104115G $,8167 417 T $4T!340 $3,945 $55250 1 $4:6 $66,91c) $5,566 $88,450 $7,371 $111,350 L1:2 2 13,1 651�12 $$142,2533 §11 �113 a $52,720 $4,393 $58,850 1 $4,904 $71,130 $5,928 $94,150 $7,846 $,11 � 5;" JT �� , 11 City of Redding as Successor Housing Agency Affordable Rent' 2024 THREE BEDROOM FOUR BEDROOM FIVE BEDROOM six BEDROOM -R..t . dfi--d z. Sch- 6915 a f Tatt. 251 of tbe Call :mix Cde of Regnfahan5 t. -thy p. --ft f- the fbll-mg: 1,.7 Use and. -p-, of. h -mg a .it and I..d and f -Em- --=.d th-eswmeh- (5).-kzsy aep-tly hug ed f-' ­- - -sed b,. tL. 1- - h -h- q -ed f- .11 te-=s, tb-, Ch- ---,=, dep A --ble a11- f-=- .t incl di dm (a) nr 11;1 ab -e, includmg g-T-ge calle=an, a- watez, elec� cit,, gas, and. offs- heatmg, -1-g- -d (d7 P----te-t raise., as fees.. -h -pe_. --d 6-. cif4h. band and f-iLties --mtd th-withby- . pbii-pn-te entrN d-ffi-th. 1--v..r. EXHIBIT 8 2171 Market Street SCOPE OF WORK The Project Site is specifically delineated on the Legal Description (Exhibit 1) and the Site Map (Exhibit 2) pursuant to this Rehabilitation Financing Agreement (RFA). The Developer agrees that the Project Site shall be rehabilitated in accordance with the provisions of this Agreement, referenced in Section 2.2 of the Agreement, and all drawings and related documents approved by the City of Redding pursuant hereto. The Developer shall improve or cause to be improved, on the Project Site, The Market Street Manor Motel (Motel) all pursuant to this RFA, this Exhibit, the Final Project Plans and Specifications, and all conditions set forth in any City permit issued for the Project. The Project shall include, but is not limited to, the following: 1) reconfiguring the existing Market Street Manor Motel into income -eligible apartment units that may be used in conjunction with a Transitional Housing Program as described in 24 CFR 578.37(a)(2). The improvements are further defined in the associated Project Final Plans and Specifications. The residential units will be completed to the satisfaction of the City of Redding Development Services Department and the Project Coordinator and will be "move -in" ready. The Owner shall commence and complete the Project by the respective times established in associated Schedule of Performance. The Owner may utilize the loan for acquisition, rehabilitation costs or refinancing costs as indicated within the Preliminary Project Budget (Exhibit 3). The Scope of Work will specifically provide for the following types of improvements: site development and grading to provide access to all entrances and exits, new signage, updated landscaping and irrigation system, frontage landscape, street trees, lighting, ramps, curbs, accessible parking, trash enclosure, walkways, landings and loading zone, and the refurbishment of the historical pole sign. The exterior of the building will also be improved. New widows, fresh paint, possible new stucco trim around doors, possible new stucco skim coating over the existing exterior (or any other agreed upon exterior treatment as approved by the Development Services Department and in compliance with the SDP), upgrades to the guardrails, and a new outdoor stairwell with aluminum, wood grain colored architectural elements are all proposed with the project. The existing motel will be remodeled into studio apartments that will consist of 35 rooms, of which is comprised of 1 manager's unit and 34 studio apartments with a bedded living space, new kitchenettes, built-ins, closet, bathroom, new fixtures, flooring and fresh paint. The existing covered parking will be converted into a conditioned space consisting of two offices, five (5) accessible studio apartments, laundry facilities, and an additional accessible studio. There will be caretaker's quarters in addition to the 34 rooms. • ' _ wsm- The Project shall conform to all applicable state laws and regulations and to local zoning, applicable provisions of the Municipal Code of the City of Redding (the Municipal Code) and all applicable City development standards including but not limited to all standards and conditions contained in the Site Development Permit SDP -2022-02518 and Plan Check 2024-00694, and any and all permits issued for the Market Street Manor Motel. The Developer shall apply for and obtain any permits required for the development including those permits and approvals required by the City of Redding Development Services Department or Transportation and Engineering Department. The Owner shall coordinate the solicitation of bids with the City based upon the Final Plans. Owner and General Contractor shall endeavor to obtain a minimum of three bids per subcontractor and to the greatest extent possible, utilize local suppliers and subcontractors from within Shasta County. The General Contractor will comply with the applicable procurement requirements per Council Policy 1502. The Project Manager will coordinate with the Owner and provide the required documents to complete the bid procurement process. The Project Coordinator will complete a cost analysis and ensure that the bids are cost reasonable and confirm to the proposed budget. The Project Coordinator's cost analysis includes initial subcontract bids, contract modifications and change orders. The final construction bid from the Contractor must have all non -construction categories, including, but not limited to, general conditions, profit and overhead and permits, clearly identified as separate line items. Action EXHIBIT 9 SCHEDULE OF PERFORMANCE Time Frame City Council (CC) considers HHIP Program financing terms and conditions; and directs staff to forward RFA to Deputy City Manager for approval August 4, 2025 Owner submits GL Insurance policy to City Risk Management Department Following CA approval and prior to Mayor Signature Owner executes RFA and all security documents Following CA approval and prior to City Council meeting Mayor executes RFA and related documents Following City Council meeting RFA and security documents are delivered to Escrow Agent Within 30 days following effective day of RFA Owner submits certificates of hazard insurance to City Risk Manager Prior to the Close of Escrow Escrow Agent to notify City and Owner of Escrow Closing Costs Within 10 Days prior to the Close of Escrow Close of Escrow. Escrow Agency records Declaration of Rent Restrictions and Deed Within 30 days of the opening of Escrow Escrow Agent to issue and deliver Title Insurance to the City Close of Escrow Owner submits Final Project Plans to Project Coordinator Upon issuance of building permit Project Coordinator approves or rejects the Final Project Specifications 14 Days following Final Project Plans submittal Owner and/or General Contractor obtains Building Permits 30 Days following submittal of Final Project Budget to Project Manager, if not before Owner issues Notice to Proceed to General Contractor 14 Days following issuance of building permits, or close of escrow Owner and/or General Contractor commences improvements 14 Days following Owner notification to General Contractor, if any, to proceed Owner completes improvements 12 months following issuance of building permits Owner records Notice of Completion Upon substantial completion of improvements City will issue a Certificate of Completion 10 Days following issuance of Notice of Completion Project Lease -up 90 Days following issuance of Notice of Completion April 7, 2023 Robert Cronic PO Box 493528 Redding, CA 96049 CITY OF REDDING 777 Cypress Avenue, Redding, CA 96001 PO BOX 496071, Redding, CA 96049-6071 cityc redding.org SITE DEVELOPMENT PERMIT SDP -2022-02518 At the meeting of April 5, 2023, the Board of Administrative Review considered and approved Site Development Permit SDP -2022-02518, granting approval to redevelop the existing hotel to be used for transitional/supportive housing, on property located at 2171 Market Street in the "DMUD-SP Downtown Mixed -Use District, Specific Plan Overlay District, subject to compliance with all provisions of the :Redding Municipal Code to be accomplished in the manner illustrated on the attached map and subject to the following conditions: General Requirements 1. Approval is granted for the redevelopment of the existing motel located at 2171 Market Street to be used for transitional/supportive housing in substantial conformance with the site plan and elevation drawings approved by the Board of Administrative Review on April 5, 2023. Minor modifications may be approved by the Development Services Director; any substantial revisions will require either an amendment to this permit or a new site development permit. 2. The permitted use and improvements shall comply with the Use Permit/Site Development Standard Conditions of Approval effective May 24, 2011, for those conditions that are checked as applicable to the project (see attached). 3. Parking is to be improved in accordance with Chapter 18.4 1, Off -Street Parking and Loading, of the Redding Municipal Code with a minimum of 18 spaces, including a minimum of one accessible space meeting the requirements of the California Building Code. Bicycle parking shall be provided in accordance with the California Green Building Standards Code. 4. At time of development, the existing pole sign shall be refurbished and the existing electrical service placed underground. 5. At time of development, the north and east elevations, along with the rooftop penthouse, shall be painted to match the approved south and west elevations. SDP-2022-02518/Crone Utilities, Grading and Drainage, Fire April 7, 2023 6. Prior to issuance of a Grading/Building Permit, the developer shall submit improvement plans for approval by the City Engineer and/or Caltrans, as appropriate. Final grading, drainage and utility plans shall include the following: a. A separate water meter for irrigation. b. Backflow preventers on all water services. C. A backflow system with exterior door access for the fire sprinkler system. d. A cleanout at back of walk for the existing sewer lateral. e. On-site storm drain system connection to the inlet near the south property line. Streets & Circulation 7. Prior to development, the developer shall obtain all necessary encroachment permits from Caltrans and from the City of Redding Public Works Department for work in the public right-of-way. The developer is responsible for obtaining application forms, etc. from Caltrans. 8. Improvement plans for the project shall be submitted to the City Engineer for approval. Plans shall include the following: a. A single site access with driveway approach per City of Redding Construction Standard No. 148.10 constructed in substantial conformance with the location shown on the approved site plan. b. Construction of vertical curb, gutter, and sidewalk per CORCS No. 131.00 and No. 136.00. e. Necessary tie-in asphalt concrete paving. d. Any necessary signage, striping and pavement markings. Redding Electric Utility 9. Applicant shall note that electric utility infrastructure will be required to be extended along the project frontage and possibly beyond. The extent of extensions will be determined during design for the project. Per the current REU Service Policy, Utility costs for undergrounding will be charged to the Developer and may extend up to 200' beyond the project boundaries. 10. Applicant shall note that installation of street lights and associated infrastructure along public thoroughfares shall be furnished and installed by the Developer per REU Construction Standards in place at the time of project construction. SDP-2022-02518/Crone April 7, 2023 11. Electric utility primary infrastructure may be routed through the development to create a loop feed. Public Service Easements shall be granted and recorded to cover all of the electric utility infrastructure anytime it leaves the public right-of-way and transitions onto the development. Landscape 12. Irrigated landscape shall be installed throughout the project in compliance with the requirements of Chapter 18.47, Landscape Standards, Chapter 18.41.100, Off -Street Parking: Screening and Landscape, and Chapter 16.70, Water Efficient Landscape, of the Redding Municipal Code. These landscape regulations require, in part, that: a. Landscape plans shall be prepared and submitted for approval by the Development Services Department prior to issuance of a building permit. Placement of all aboveground or underground utility infrastructure located in landscape planters shall be shown on the landscape plan. b. Street frontage landscape shall include a minimum of one 15 -gallon shade tree for every 30 -feet of frontage. Any area between the back of sidewalk and the property line shall be incorporated into the adjacent street -side planter. The landscape planter shall include irrigated ground cover, shrubs, and broadleaf shade trees or tree groupings. c. Shade trees shall be placed in and around the parking lot at a minimum ration of one tree for every four spaces. d. Required trees shall be a minimum of 15 gallons in size. e. All areas of the project site not intended for a specific use or purpose shall be landscaped. f. Planters shall be protected from vehicles by 6 -inch -high concrete curbs or equivalent materials. g. Groundcover shall be of live plant material. Gravel, colored rock, walk-on bark, and similar materials shall be used in combination with a living groundcover in all non -turf area as a mulch to control weeds and conserve or retain water until a living groundcover has achieved full coverage. h. Planters not utilizing densely planted groundcover or turf shall include the use of high -quality -fabric weed barrier and appropriate mulch materials. i. The landscape plan shall be approved by the Development Services Department prior to issuance of a building permit. Additionally, a Landscape Documentation Package shall be provided prior to building permit issuance in accordance with Redding Municipal Code Section 16.70, Water Efficient Landscape. Please note, a Landscape Certificate of Completion will be required prior to final occupancy. SDP-2022-02518/Crone April 7, 2023 j. All landscape improvements shall be completed prior to issuance of an occupancy permit. Shasta County Environmental Health Department The Shasta County Division of Environmental Health must review and approve plans for any food service inside the hotel prior to issuance of building permits. This includes any, breakfast bar preparation and/or serving area, and lobby with food/snacks. This decision is subject to a 10 -day public appeal period from the approval date indicated above. If an appeal is not filed by 5:00 p.m. on Monday, April 17, 2023, the permit becomes effective on the date indicated on this permit. For more information of the Appeal Procedure, please refer to section 18.11.090 in the City of Redding Zoning Ordinance. If you have any questions, please contact Assistant Planner, Danny Castro, at dcastro@cityofredding.org at (530) 225-4471. DATE SIGNED AND MAILED: April 7, 2023 Lily Toy, Planning Manager Development Services EFFECTIVE DATE: April 18, 2023 Copies to: Property Owner Applicant, if not property owner Representative USE PERMIT/SITE DEVELOPMENT PERMIT STANDARD CONDITIONS OF APPROVAL EFFECTIVE MAY 24, 2011. THE MANOR SDP -2022-02518 ❑X A CHECK MARK IN THE BOX NEXT TO A CONDITION INDICATES THAT THE CONDITION APPLIES TO THE SUBJECT PERMIT. General Requirements 01. In accordance with Chapter 18.11.100 of the Zoning Ordinance, the entitlement authorized by approval of this permit shall automatically expire 3 years from the date of approval, without further notice or action by the City, unless any 1 of the following occurs: a. A building permit has been issued and substantial construction has occurred upon reliance of the entitlement as determined by the Development Services Director. b. The use of the property specifically authorized by the entitlement has been established or commenced as determined by the Development Services Director. c. Approval of the entitlement has been extended for 1 year by the Development Services Director. © 2. The requirements of the California :Buildings Standards Code and the California Fire Code are to be met. The project proponent is responsible for contacting the offices of the Building Division and Fire Department to verify compliance or the need to obtain permits. Site Development 03. Site development and grading shall be designed to provide access to all entrances and exterior ground -floor exits and to normal paths of travel and shall incorporate pedestrian ramps, curb ramps, etc. Access shall be provided within the boundary of the site from public transportation stops, accessible parking spaces, passenger loading zones if provided, and public streets or sidewalks. When more than 1 building or facility is located on a site, accessible routes of travel shall be provided between buildings and accessible site facilities, accessible element, and accessible spaces that are on the same site. The accessible route of travel shall be the most practical direct route between accessible building entrances, accessible site facilities, and the accessible entrance to the site. © 4. Trash and recycling enclosure(s) shall be provided as depicted on the approved site plan. The enclosure shall be located and constructed in accordance with Section 18.40.120 of the Redding Municipal Code. Use Permit/Site Development Permit Standard Conditions of Approval Pane 2 05. All existing landscaped areas or new areas required by use permit and/or the approved landscape plans shall be properly and continuously maintained during the life of the use or activity authorized by the permit. Maintenance shall include providing an operational, automatic irrigation system; weeding; replacing dead and missing plant materials; mowing lawns; pruning; and other maintenance applications as required to keep all planted areas neat, healthy, and attractive. © 6. This project is subject to, and shall comply with, the Water Efficient Landscape Ordinance. The required Landscape Documentation :Package shall accompany the building permit application. © 7. All new freestanding and building -mounted signage shall be in compliance with Chapter 18.42 of the Redding Municipal Code. Sewer, Water, and Drainage Utilities 08. Sewer lines, waterlines, electric -service facilities, and other utilities; drainage facilities; necessary electric- and public-service easements; and street dedications are to be provided in accordance with the Redding Municipal Code and as specified by the Engineering Division. © 9. The developer shall extend sewer and water lines and electric substructures and conduits as necessary to serve the property and provide logical extensions of service through the property boundaries to adjacent properties. © 10. New utilities within the project, including, but not limited to, electric, cable television, and phone, shall be installed underground. © 11. Applicant shall note that the California Green Building Code Section 5.304.2 requires a separate water meter and water service for irrigation of landscape areas when a commercial project includes more than 1,000 square feet or irrigated landscape. All utility and landscape plans shall depict the proposed location of the water meter and identify the total area of landscape proposed with the project. Electric Utility © 12. The developer shall be responsible for all costs associated with the relocation or modification of existing utility facilities or structures necessitated by the construction of the project or of improvements required as a condition of approval of this project, including reimbursement of any costs to City of Redding Electric Utility for work performed to support the project. © 13. After the initial review of project improvement plans by the Engineering Division, the developer shall consult with the Redding Electric Utility (REU) for preparation of an electric -service plan. A copy of the electric -service plan, developed and approved by REU, shall be incorporated into the final improvement plans. Use Permit/Site Development Permit Standard Conditions of Approval Pane 3 © 14. Electric -supply facilities shall be furnished and installed in accordance with the Redding Electric Utility Service Policy Resolution currently in effect at the time the developer's plan is approved by the City. Fire Protection © 15. On-site and street -side fire hydrants are to be installed in accordance with the California Fire Code in locations approved by the City Fire Marshal. Fire hydrants shall have a fire flow meeting Appendix :B of the California Fire Code. In no case shall the water mains be less than 6 inches in diameter. If a hydrant is located on private property, adequate access shall be provided to and around the hydrant as determined by the Fire Marshal. APPLIES TO NEW CONSTRUCTION © 16. The developer/applicant shall note that pursuant to Chapter 16.20 of the Redding Municipal Code, City development impact fees are required to be paid prior to final inspection for new construction, building enlargement, or other improvement. These fees are structured to mitigate the project's fair share of cumulative impacts to the City's transportation, fire - suppression, utility, and parks infrastructure systems based upon necessary improvements to accommodate new development under the City's General Plan. The developer/applicant is hereby notified that he/she has the right to protest/appeal imposition of any of these fees or fee amounts. Any protest/appeal must comply with the provisions of Government Code Section 66020(a) and City Council Resolution 2013-103. ❑ 17. Ground -mounted mechanical equipment with a total cooling capacity of 5 tons or greater and within 30 feet of any residential district shall be bordered by a solid block noise wall not less than 1 foot higher than the top of the cooling equipment. Construction and location of the wall must conform to currently adopted construction codes. © 18. In accordance with Chapter 18.40.090, Lighting, of the Redding Municipal Code, any new roof -mounted or freestanding exterior lighting shall be designed, located, directed, and shielded in such a manner so as to prevent objectionable light at, and glare across, the property lines. A lighting detail/photometric study demonstrating how this requirement will be satisfied shall be submitted with the building permit application. 019. In accordance with Section 18.40.130 of the Zoning Ordinance, ground- and roof -mounted mechanical equipment shall not be visible from a public street or other public area or residential property. Screening of such equipment shall be accomplished by the parapet walls of the building, roof wells, or screen walls architecturally compatible with the building. Exhibits necessary to determine compliance with this requirement shall be submitted with the building permit application. © 20. In accordance with Section 18.41.090 of the Redding Municipal Code, freestanding parking -lot light standards shall be located within a landscape planter or other protected area so as to eliminate the need for a raised concrete pedestal. The light -standard base shall not exceed 6 inches in height above the finished grade of the landscape planter. If the base must be higher than 6 inches to afford adequate protection to the standard, the concrete base shall have a decorative finish (e.g., textured, exposed aggregate, sandblasted). Use Permit/Site Development Permit Standard Conditions of Approval Pane 4 021. Prior to the beginning of any clearing, grading, or site improvement activities, improvement plans for grading, drainage, utilities, and other required improvements shall be approved by the Engineering Division and other concerned City of Redding Departments. These plans shall be in conformance with Redding Municipal Code (RMC) Title 16.12. Prior to the issuance of a clearing and/or grading permit, and Interim Erosion and Sediment Control Plan shall be included and approved by the City Engineer as part of all clearing and grading permit applications. "As -built" improvement plans with the Engineer's Declaration are required in conformance with RMC 16.12. © 22. Storm -drain facilities shall be designed consistent with the requirements of City Construction Standards, :RMC Chapter 14.19, and the City of Redding Storm Water Quality Improvement Plan, and the City of Redding MS4 Phase II General Permit from the California Regional Water Quality Control Board (Water Quality Order No. 2013-0001 — DWQ). Project design shall incorporate Best Management Practices (BMPs) to minimize the polluting of stormwater, both during construction and long-term. Should the maintenance costs of the long-term pollution -control measures exceed typical storm -drain - system costs, such costs shall be borne by the project by way of a landscape maintenance district, escrow account, or other such financing mechanism. 023. Prior to improvement -plan approval, the developer must obtain approval for proper management of stormwater peak flows in accordance with RMC Chapter 14.19, City Council :Policy 1806 and the specifications of the City Engineer. Such measures shall address impacts from the 10-, 25-, and 100 -year -storm events. Projects shall address peak flows to maintain predevelopment levels at all locations downstream of the project. A drainage report shall be prepared to the format outlined by the Engineering Division, stamped and signed by a qualified engineer, and provided to the Engineering Division with submittal of project improvement plans. © 24. The developer shall install streetlights on all public -street frontages as required by the Engineering Division in accordance with the City Construction Standards. Streetlights shall be provided in accordance with applicable Redding Electric Utility Construction Standards 553.0, et seq. ❑ 25. A minimum 5 -foot -wide public -utility easement is to be provided adjacent to all public -road right-of-ways. ❑ 26. Fire -protection facilities, including all-weather access roads, shall be installed and remain serviceable prior to and during the time of construction. ❑ 27. All brush piles created by site improvement shall be abated or removed prior to the next fire season. PERMIT No. SDP -2022-02518 PLANNER DANNY GASTRO SITE ANALYSIS 7011I_PIC'.. OMAD-S°'. DOWNTOWN MIXED USE DISTRICT - SPECIFIC PLAN SETBACKS- FOR HAVING ON -SUE BICYCLE FACILITIES FRONT'. U FEET OF SOME PORTIONS OF DRIVEWAY- 7.59 IDE 0 FEET TOIAI RLOUIRED RI AR D FEET f8 SPACES W/ REDUCTIONS. PEN PARCO AREA: 21,480 S.F- BUILDING AREA SIRl BUILDING ARA FIRST LEON ,x ,350 SE BUILDING AREA SECOND INEc 5,350 S , RATIO IVF PARCEL AREA. 2 5 GALLON TREES 0.25 (25%) TOTAL BUILDING SQUARE FOOTAGE 10,700 SF. PARKING AREA CD > ASPPIALT AREA 11,190 St. CONCRETE AREA 1,670 SF. RANO OF PARCEL AREA IOTAL LP) IMP R\IOUs ARhA 13 26J SF. - 0'63 (639) IOIAL (E) IMI E4VIDIS AREA VJ IMPERV70US AR A REDUCFD 2 240 S,F, � DEVELOPMENT AREA LESS THAN 2,500 S . > 1,670 S F. (ACTUAL AREA) PARKING ANALYSIS SPACES REQUIRED- OFFICE 603500 _SE 2 SPACES CARETAKERS QUARTERS = 2 SPACES TRANSIENT ROOMS - 30+2 = 32 SPACES TOTAL REQUIRED 36 SPACES REDUCTIONS. REDUCTION FOR BEING IN DOWNTOWN DISTRICT'. 259 REDUCTION FOR HAVING ON -SUE BICYCLE FACILITIES AND ELIMINATION OF SOME PORTIONS OF DRIVEWAY- 7.59 FLOOR CONCEDE 10 SLOE AWAY FRAN (E) BUILDING TOIAI RLOUIRED - 2 - 15 GALLON TREES f8 SPACES W/ REDUCTIONS. FACCF SPACES PROVIDED- ON-SITE SIRl - 25 - 1 GALLON SHRUBS REGULAR 28/0 SE ) 20 SPACE, { 2 5 GALLON TREES TREES FRONTAGE: LANDSCAPE REQUIRED:. PARKING AREA 11,710 5F_ X 59 - 586 S -F. TREES'. 22 SPACES - 2 - 5 GALLON TREE 0 /� 2 (N) CONCRETE SIDENh' K 11/ o CURB TO MATCH (E) BUILDING'S FINISH. ) FRONTAGE- 125 LF. FLOOR CONCEDE 10 SLOE AWAY FRAN (E) BUILDING TREES- I25 LF. - 2 - 15 GALLON TREES 1 Do 125_LF. � 4? (N) BARKING SIPPING, lYP. SHRUBS - 25 - 1 GALLON SHRUBS LANDSCAPE PROVIDED'. 28/0 SE TREES PARKING AREA'. 2 5 GALLON TREES TREES FRONTAGE: 2 - 15 GAIION IREES SHRUBS FRONTAGE- 25 - 1 GALT -ON SHRUBS KEYNOTES =M 1 (N- VAN ACCESSIBLE BANKING STALL Wim= S pow /� 2 (N) CONCRETE SIDENh' K 11/ o CURB TO MATCH (E) BUILDING'S FINISH. ) oz O A N FLOOR CONCEDE 10 SLOE AWAY FRAN (E) BUILDING ao J w N (N) IANDSCAPING W/ (N) 6" CONCRETE CURB U NN 0 z N ~ � 4? (N) BARKING SIPPING, lYP. cv p 5 ? (N) ACCESSIBLE RAMP 1� 7 (E) HISTORIC POI -F. SIGN! TO REMAIN W/ (N) DESIGN U.EMEINT � � a CD �` VVV// o > � w J (N SECURITY GANE TO SERVE (E) STAIRWELL. PER PLANS CD > (N) MA.,ONRY TRA H ENCLOSURE, PER FITT OF REDDINC TRASH T EPC 1 OSURE PLAN, A(T'PVATIVE A w 9 > (N) 120 SE SMOKING AREA ? z U 10 (N) EXTERIOR ETAIRGACI_ W/ MEPA.. ;FREE ) VJ tt INDICATES AREA IF SUPPORT PROGRAMS d > U (N) STANDARD COMMERCIAL DRIVEWAY, PER CORES 148.10 f T (N) LIGHT POLE TO SERVE PARKING AREA, PER CORES 554.00 & 555-00 (N) ASPHALT OVFRLAY ON (E) ASPHALT, TYP_ ))) I (E) MASONRY STFM WALL, OP. ) { Z Q (E) EIRE HYDRANT TO REMAIN ) W Q cr- rn w Q w (N) FIRE HYDRANT TO TIE IN FROM (E) C.0 R 6'0 MAIN NATER, PER CORCS O § = 421.00&422.01 S z�' p� oNcae E CURB To BE PAINTED RED, 15 NORTH & SOUTH of FIRE. Q u � j HYDRANT O �c (N) WATER VALVE, PER CORES 404.00 W Z Q o U �Q�� ED (N) REDO ED BRES URE E HWCIV LE ASSEMBLY 1V/ FIRE DJPARIMENT � Z 1`- Z CONN UI(,N, E'ER 0 ( 12.51, 431 OU & 431.Y0 �� � cV U (N) 4 0 WATER LINE TO SERVE (N) FIRE SPRINKLER SYSTEM 1 Q ) (N) IRRIGATION WATER METER W/ BACKFLOW PREVENTION DEVICE, PER CORCS 401.10 & 401.30 ) (N)CONC FiF SIDEWALK. CURB. & GUTTER TO TO INTO (E) CONCRETE `) SIDt NAI. CURB, "� CUTTER, PER CJRCS 931.00 h 136.00 > (E) DOMFSUC WATER ME ER PER CORCS 401.00 W/ BACK IOW PREVENTION DEVICE MFP CORCS 40130 TO (L) C O R_ 6`0 MAIN WATER (N) TRANSFORMER & TRANSFORMER PAD, PER CORCS 515.00 & 515.01, � n 70 SERVE (E) BUILDING (E) C.U.R. LIGHT POI 10 REMAIN (E) CONCRETE SIDEWALK TO REMAIN (N) 18',l 8' AREA DRAIN PER CORCS 210-00 & 210.10 W/ 15`0 ) 1 STORMWATER PIPE TO 'FIE INTO (E) AREA DRAIN 1� (F.) AREA DRAIN TO REMAIN 0 (N) EYE GIRLS ROOM 'i0 SERVE SPRINKLER SYSTEM w K^ w > i w 2't U U (N) IRUNCAIED DOMES 1 w > >W w' .......meq ¢' 1. APPROVED V o,o Board of Administrative Review 12%22/22 File S�D-,P-2422-02518 C2.0 By �✓� > c Date 4/5/23 22.288 0 INDICATES EXISTING 2X WOOD WALL TO REMAIN EMMMMMMMMMS INDICATES NEW 2X DF -L #,2 @ 16" O/C WALL INDICATES WALL TO BE 1 -HR FIRE RATED 4-Hro 7 1 ) INDICATES (N) WALL. PER WALL LEGEND, TIPICAL INDICATFS (N) 3070 DOOR INDICATES (N) SKURr1Y GATE �4 INDICATES (N) SECURITY FENCE b 7 INDICATES (N) STAIRCASE O6 INDICATFS (N) WINDOW �7 (N) ACCFSSIBIE RAMP, PER IR HITFG JURAL SITE PIAN, SHIFT 2.0 (Ni GONCREIL SIDEWALK TD MATCH FINISH FLOOR OF BUILDING (N) ACCESSIBLE RESTROOM, SEE SHEET A7.1 1G (N) 6 WIDE AH, IR ONE KITCHENEfTF SUMMIT APPLIANCES MODFI. #CK44E E OR APPROVED EQUAL W/ MICROWAVE & CABINETS ABOVE ti REMOVE AND INERT (E) EXTERIOR WINDOW 12 INDICATES (N) I -HR FIRE RATED WALL, PER WALL LEGEND, TYPICAL 13 INDICATES ARFA OF SUPPORT PROGRAMS 1A INFiI.L (N) CONCRETE FLOOR @ AI I AREAS BF10W (F) FINISH FLOOR, SEE DEMOLITION PLAN, SHEET D1.0 IN) CONCRETE TO BE FLUSH W➢i1 (E) FINISH FLOOR, TYP. 15 (E) WATER HEATERS THAT SERVE BUILDING TO REMAIN, TYP_ 16 (F) C ECTRICAI. PANELS THAT SERVE BUMPING TO REMAIN, TYP_ 1'7 (N) MINI SPAT W/ 4 HEADS, FACH HEAD TO StRVE EACH ROOM, IYP_ �rrJ 31'-D` 4" 2Y-8 .........10 �4.... 3 3 UTILITIY w/m BASEMENT ' ��\ .. ......... 20-8 ........ ....... )4 BASEMENT PIAN fill SCALE. 1/8" - 1' 0" REFERENCE ONLY �a CD � z LID z W � of F_ W 6) W ®O H -� Z6 U) O Q �; W Wli<Co I— << N Z2`88 SCALE NOTE: THIS IS A •D" SIZE SHEET, EE PRINT IS LESS THAN 36" X 14', IT IS A REDUCED PRINT. SCALES ARE REDUCED ACCORDINGLY. D INDICATES EXISTING 2X WOOD WALL TO REMAIN EMMISIMMMMEMISM INDICATES NEW 2X DE -L #2 0 IC" OAC WALL INDICATES WALL TO BE 1 -HR FIRE RATED KEYNOTES �i (N) STAIRCASE, PER DETAIL (N) SECURITY FENCE, SEE EXTERIOR ELEVATIONS, SHEET A2-0 C 5 l (N) 369 WIDE All IN ONE KITCHENETTE SUMMIT APPLIANCES MODY- #CK54ELE OR APPROVED EQUAL W/ MICROWAVE A CABINETS ABOVE, YLIP C 4 (N) WN1, PER WAIT 1 EGEND, 'IPICAL (N) 3070 DOOR, -TOPICAL O(E) COVERED DECK TO REMAIN, TYPICAL INDICATES (F.) EXTERIOR BACKSIDE WINDOWS TO BE REMOVED AND IN FI LIED, TYPCALI UNLESS NOTED OTHERWISE O(E) WINDOW TO REPLACED W/ (N) DOUBLE -PANE WINDOW, TYPICAL INDICATES (N) 1 -HR FIRE RATED WALL. PER WALL LEGEND, TYPICAL APPROVED Board of Administrative Review File SDP -2022-02518 Date 415/23 aC7 41 Z F- U -1 ry6) W ®Hit z O Co O QF- ® �c Lu z z f Q o N Z Q J d O O LL O t— cn Z N 22.288 SCALE NOTE: THIS IS A •D" SIZE SHEET, IF PRINT IS LESS THAN 30" X 14', IT IS A REDUCED PRINT. SCALES ARE REDUCED ACCORDINGLY. Q Q Q SOUTH ELEVATION ( A"\ SCALE: 3/16" = V-0" A2.0 Q Q Q Q GUARDRAIL SECTION SCALE: 3/16" = 1'-0"A20 WEST ELEVATION SCALE: 3/16" - 1'-0° _Q APPROVED Board of Administrative Review File SDP -2022-02518 By € Date 415/23 121' 7" RIDGE HEIGHT 117' k& VEL TOP PLATE 14" 4"® ND LEVEL DECK d CD W K z W 0 of F- U) w z cr-2 , O ZoU)o > QL? Lu J Of w z cr L LJ <C o I O ZE Of H Q w r F - CV W FINISHED FLOOR I � � w w,w w z z a a t O Q(E) (N) 50 -YEAR, CLASS 'A' MIN, COMPOSITE ASPHALT ROOF SHINGLES, COLOR SIERRA GRAY, IYP. FASCIA TO BE PAINTED W/ SHERWIN-WILLIAMS #7020 BLACK FOX, TYPICAL (N) CONTINUOUS RIDGE VENT, PER FUTURE VENTILATION CALCULATION Q 10 it (N) BLACK METAL SECURITY GATE ® STAIRWELL, TYPICAL (N) STUCCO SKIM COAT OVER EXISTING W/ (N) CONTROL JOINTS, COLOR #X40 DOVE GRAY, TYR. (E) STAIRWELL, PER FLOOR PLAN, NP. D0 o p'', cn upi O m p di o tni o U (N) SOLAR READY AREA, PER FUTURE SOLAR ANALYSIS 72 (N) ALUMINUM, COLOR WOOD GRAIN OAK, ARCHITECTURAL ELEMENT TO SERVE AS SECURITY a - FENCE FOR (N) STAIRCASE I (N) 4" STUCCO TRIM AROUND DOORS & WINDOWS, SHERWIN-WILLIAMS #7020 BLACK FOX, TYP. 13 (N) CONCRETE SIDEWALK TO MATCH FINISH FLOOR OF (E) BUILDING 12/22/22 (E) DOOR TO BE PAINTED W/ SHERWIN-WILLIAMS #7015 REPOSE GRAY, TYPICAL t4 (N) ALUMINUM SOFFIT, COLOR WOOD GRAIN OAK, TYPICAL sE, no�.aM /Q t / J (E) RIM BOARD TO BE PAINTED W/ SHERWIN-WILLIAMS #7020 BLACK FOX, TYPICAL A'2.0 (N) BLACK METAL GUARDRAIL, PER DETAIL A2.0 22.288 EXHIBIT 11 NOTICE OF COMPLETION RECORDING REQUESTED BY CITY OF REDDING WHEN RECORDED, MAIL TO: CITY OF REDDING — HOUSNING DIVISION P.O. Box 496071 Redding, CA 96049-6071 Loan No.: NOTICE OF COMPLETION Notice pursuant to Civil Code Section 3093 must be filed within 10 days after completion. 10610 Lei a 0: 10 114 11 -00-YAN UA INN H ffly a 1. The undersigned is the owner or authorized agent of the owner of the interest or estate stated below in the property hereinafter described. 2. The full name of the owner is: PROJECT RESTORATION 3. The full address of the owner is: 2174 Pine Street, Redding, CA 96001 4. The nature of the interest or estate of the undersigned is: In Fee 5. The full names and full addresses of all persons, if any, who hold title with the undersigned as joint tenants or as tenants in common are: None 6. Work or improvement on the property hereinafter 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 of the property on which said work or improvement was completed is 2171 Market Street, located in the City of Redding, County of Shasta, State of California. APN# 102-510-019-000. Robert Cronic, PROJECT RESTORATION Chief Executive Officer I, 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: , Redding, California. Robert Cronic PROJECT RESTORATION EXHIBIT 12 CERTIFICATE OF COMPLETION THIS CERTIFICATE OF COMPLETION (the "Certificate") is made by the CITY OF REDDING, a municipal corporation and general law city (the "CITY"), in favor of PROJECT RESTORATION, (the "OWNER"), as of the date set forth below. RECITALS A. The CITY and the OWNER have entered into that certain Rehabilitation Financing Agreement (RFA) dated , 2025, concerning the development of certain real property situated in Redding, California, including Assessor's Parcel Number 102-510-019-000 as more fully described in Exhibit "A", attached here to and made a part hereof (the Property). B. The RFA sets forth the obligations of PROJECT RESTORATION, referred to as Owner, under the C. The CITY has conclusively determined that the Owner has satisfactorily completed the obligations of the OWNER relative to development of the Property required by the RFA and now desires to furnish OWNER or its successors with a Certificate of Completion. This Certificate is in such form as to permit it to be recorded in the Recorder's Office of Shasta County and is conclusive determination of satisfactory completion of all of the obligations of the OWNER required by the RFA regarding development of the property. NOW, THEREFORE, the CITY hereby certifies as follows: The obligations of the OWNER regarding the Project as stated in Section 6 of the RFA have been fully and satisfactorily completed in conformance with the RFA. 2. Nothing contained in this instrument shall modify in any way any other provisions of the RFA. IN WITNESS WHEREOF, the CITY has executed this Certificate this _th day of 2025. CITY OF REDDING Steve Bade, Assistant City Manager LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF REDDING, COUNTY OF SHASTA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: LOTS 41,42 AND 43 AS SHOWN ON THE MAP OF HONN'S ADDITION TO THE CITY OF REDDING, RECORDED IN THE OFFICE OF THE COUNTY RECORDER, RECORDED MAY 21, 1888 IN BOOK OF OLD PLATS AT PAGE 40, SHASTA COUNTY RECORDS. EXCEPTING THEREFROM ALL THAT PORTION THEREOF DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA RECORDED OCTOBER 14, 1940 IN BOOK 171 OF OFFICIAL RECORDS AT PAGE 446. APN: 102-510-019-000 EXHIBIT 13 FAIR HOUSING POSTER U.S. Department of Housing and Urban Development EQUAL HOUSING OPPORTUNITY We Do Business in Accordance With the Federal Fair Housing Law (The Fair Housing Amendments Act of 1988) ■ In the sale or rental of housing or residential lots ■ In advertising the sale or rental of housing ■ In the financing of housing Anyone who feels he or she has been discriminated against may file a complaint of housing discrimination: 1-800-669-9777 (Toll Free) 1-800-927-9275 (TDD) ■ In the provision of real estate brokerage services ■ In the appraisal of housing ■ Blockbusting is also illegal U.S. Department of Housing and Urban Development Assistant Secretary for Fair Housing and Equal Opportunity Washington, D.C. 20410 Previous editions are obsolete form HUD -928.1A(8-93) IT Y OF ',1 L F o `' A CITY OF REDDING REPORT TO THE CITY COUNCIL MEETING DATE: September 1.7, 2024 FROM; Steve Bade, Assistant City ITEM NO. 9.2(a) Manager ***APPROVED BY*** tevc S" 1/2024 6,pp4in,("7ian" ^ sbade(u cityofredd�` � g 0,btippinna cityofredding.org SUBJECT: (a) --Allocation of Hing Homelessness Incentive Program Funds Recommen Authorize and approve the follo�0' actions (1) Authorize the City Man��r, or designee�ltnegotiate a Financing Agreement with C&M Opportunities, LLC for,J�e redevelo,71 Market Street (APN 102-510-019) that includes negotatmgve scope work, , the term, rate, and conditions of a Housing and Homelessne' loan in an amount not -to -exceed t $1,200,000; (2) Authorize the Mayor to Aany other necessary documents to complete the transactz� �j (3) Find that the aforementioned �� exempti revt�� under the California Environmental Quality Act C lines;`'��uat {'`ectictt 15061(b)(3) Common Sense Exemption; and (4) Find that administrative and managemeng fug are exempt under 24 CFR §'58.34(a)(3) administratier the National Environmental Policy Act. The C&M Opportunities, LLQ di ent project will be reviewed for compliance once the scope of wo'1 £� Fiscal Impact In October 2022, City Council (Council) authorized the City of Redding (City) to receive Housing and Homelessness Incentive Program (HHIP) funding from Partnership Health Plan of California (Partnership). The initial HHIP funding allocation was $3,060,519 - of this amount, $459;078 was set-aside for administration and $2,601,441 was allocated to specific projects. On May 15, 2024, a final HHIP payment of $2,875,263 was received - of this amount, $431,289 has been set aside for administration costs and $2,443,974 is available for eligible projects. In total, with an estimated $365,000 of previously unused funds available, a total of $2,808,974 is available for projects. Report to Redding City Council September 22, 2024 Re: 9.2(a) --Allocation of Housing Homelessness Incentive Program Page 2 Alternative Action Council could choose not to fund the proposed project and provide alternate direction to staff. Background/Analysis C&M Opportunities, LLC (C&M) owns the Market Street Manor (Manor) located at 2171 Market Street. The Manor is a 30 -unit motel located on the edge of the Downtown Strategic Plan area and is a 1950s era motel in need of substantial rehabilitation. C&M purchased the building from the prior owners with significant code enforcement violations. Upon acquisition of the property, C&M has addressed the code enforcement violations including the repair of failing water and utility systems, room cosmetic upgrades and repairing structural issues. Robert Cronic operate���u ging Partner of C&M. C&M partners with Abundant Life Academy (Abun�a non pft, transitional housing program provider, to operate at the Manor Life rec&ft referrals from local, nonprofit agencies that assist the homeless pop"n needing a sober ,living program. As part of the program, Abundant Life utilizes the "ttlre Story" curriculumsIP 'assist the participants in their journey. Participants have a choice to ertl, the program or not, should participants wish to not participate in this program, other transition housing programs are available in the community to accommodate their preferences Staff and C&M met to discu s t1 pssibility occupancy to a permanent occ , use as would include undergroundlutilities w] providing code compliant kitch 3faciiies in per the building code, and pr�n d Americans with Disability Act refits'" are also contemplated along with upgrades to Street. AA Zonverting the motel from its current transient jVartment complex. Upgrades to the property , feasible; installing fire sprinkler systems, i unity insuring that the rooms are proper size le a adaptable upgrades to comply with e��,tiltt� and landscaping improvements eking lot arm end the sidewalk along Market The estimated rehabilitation cost to conor's t� ncy �� �dbstantial and projected 14`11111111111�, to be $2,125,000. C&M is presently parttrering wi1411, th �d'f�Tews Icue Mission (GNRM) as GNRM has been awarded a grant of $750,000 from tie Federal HJ Loan Bank's Affordable Dousing Program for construction costs in exchange for a master l`se of u� wever, even with this infusion of grant funding, a funding gap exists. Staff 1 puti� �t $1.2 million of DRIP funds be allocated to the project toassistwith the cons�#p tofredevelop the property and convert the transient occupancy units to permitfinalized budget will be analyzed by staff and the balance of the redevelopmentbd'et costs will be provided by C&M. 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 15061(b)(3) — Common Sense Exemption. CEQA applies only to projects which have the potential for causing a significant effect on the environment. Separate CEQA environmental reviews will be completed once the details of both projects are fully vetted. Report to Redding City Council September 22, 2024 Re: 9.2(a) --Allocation of Housing Homelessness Incentive Program Page 3 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 Faithworks construction project with a Finding of No Significant Impact. A separate NEPA environmental review will be completed prior to construction, once the details of the C&M rehabilitation project are fully vetted. Council Priority/City Manager Goals • Government of the 211t Century — `Be relevant and proactive to the opportunities and challenges of today's residents and workforce. Anticipate the future to make better decisions today " • PublicSa��Work to Drove all aspects of public safety to help people feel secure and saf�ere they live, wotVend play in the City of Redding." Attachments ^Market St Nftt Site Map N GIS DIVISION LOCATION MAP MTG.DATE: INFORMATION TECHNOLOGY DEPARTMENT W+ E DATE PRODUCED: ITEM: SEPTEMBER 5,2024 2171 MARKET ST (0.46 ACRES) S 0 200 400 Feet AP# 102-510-019 ATTACHMENT: P:\Housing\ProProjects\2171_MarketSt LocationMap.apr SON* (D 44 0 2 Ln 0 SON* (D 44 0 2 Ln 0 0 i lig"( t : '; t p E,' ,� P �t �► �Nt �N '; ,� � � � 2« � � � a � . �. �. � : � � � � : � : a » � � � � � � <� #2 �# \�.� .� \ � � � � �� ?� �. � � �# �� � � .� :