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HomeMy WebLinkAbout12/17/2024 03.B. Resolution authorizing a contract with Catholic Charities Housing Services of HOME-ARP funds to support the construction of an affordable housing project known as Casa de la Mora i4 e+ /A L4141110 !1— i,i BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 3.B. For Meeting of: December 17, 2024 ITEM TITLE: Resolution authorizing a contract with Catholic Charities Housing Services of HOME-ARP funds to support the construction of an affordable housing project known as Casa de la Mora SUBMITTED BY: Bill Preston, Community Development Director SUMMARY EXPLANATION: Catholic Charities Housing Services (CCHS) has requested HOME American Rescue Plan (ARP)funds from the City of Yakima to assist with construction of a 72-unit affordable housing project known as Casa de la Mora, located at 115 N 10th St. A total of 36 units will benefit individuals at or below 40°/0 of the City of Yakima Area Median Income (AMI), and 18 units will be for those at or below 30°/o AMI and will be supported by Section 8 Project Based Vouchers to support the lowest income residents. The Casa de la Mora total project cost is estimated to be over 30 million dollars. Other sources of funding include Washington State Housing Trust Funds ($7,161,193), National Housing Trust Funds ($2,485,930), Low-Income Housing Tax Credit ($15,150,876), and other CCHS loans and deferred developer fees. The HOME-ARP funds will pay for eligible predevelopment activities for NEPA clearance, surveys, legal fees, acquisition, environmental assessment consultant fees, and architectural design fees. As a Federal HUD Entitlement Grantee for HOME Investment Partnership funds, the City of Yakima was allocated an award of$1,822,807 in HOME-ARP funds, which City Council accepted on December 6, 2022, via Resolution R-2022-162. The HOME-ARP program provides additional funds for housing projects and services to specific qualifying populations that address housing instability and homelessness. The City's HOME-ARP Allocation Plan, which was adopted by City Council in 2023, identifies $1,640,526 of the funding going towards development of affordable rental housing and $182,280 going towards administration and planning. ITEM BUDGETED: Yes STRATEGIC PRIORITY 24-25: A Safe and Healthy Yakima RECOMMENDATION: Adopt Resolution. ATTACHMENTS: Resolution_CCHS Casa de la Mora HOME-ARP.docx CDLM_HOME-ARP Contract.final.pdf CDLM_COVENANT_YAKHome.pdf CDLM_DOT_YAKHome.pdf 4 CDLM_PROMISSORY NOTE_YAKHome.pdf CDLM_Preliminary Drawings for Reference.pdf CDLM_Elevation Drawing.pdf CDLM_Priority and Subordination Agreement.pdf 5 RESOLUTION NO. R-2024- A RESOLUTION authorizing a Contract between the City of Yakima and Catholic Charities Housing Services for federal housing and urban development HOME American Rescue Plan funds for construction of a 72-unit affordable housing project known as Casa de la Mora WHEREAS, the City received money from the federal government's HOME American Rescue Plan (HOME-ARP) program under CFDA Contract# 14.239 in the amount of$1,822,807 in HOME-ARP funds, which must be used to provide housing, shelter, and supportive services for qualifying populations; and WHEREAS, Catholic Charities Housing Services is a qualified nonprofit housing developer eligible to receive HOME-ARP funds from the City of Yakima to expend on qualified affordable housing projects under such program; and WHEREAS, Catholic Charities Housing Services and the City of Yakima, by and through the Office of Neighborhood Development Services, shall enter into an Agreement whereby the City will provide $1,600,000.00 to Catholic Charities Housing Services to help construct the Casa de la Mora housing development at 115 N 10th St.,Yakima, which is a proposed 73-unit apartment complex serving households with incomes ranging from 0-60% of the Yakima County Area Median Income; and WHEREAS, as part of the grant, Catholic Charities will enter into a contract, promissory note, deed of trust and covenant to ensure that the units remain affordable for an affordability period of fifteen (15) years; and WHEREAS, federal funds are involved in this transaction, requiring an environmental evaluation through the NEPA process; and WHEREAS, the NEPA process, including HUD review of the NEPA and the Project, is not complete so the City Manager is not authorized to execute the documents until that process has been completed and the Project can move forward; and WHEREAS, due to the timing of the projected closing of the various loans necessary to construct the Project, of which the City's HOME-ARP funding is one portion, it is necessary to give the City Manager authorization to sign the documents, contingent on the NEPA process being completed in full; and WHEREAS, the City Council of the City of Yakima finds that it is in the best interests of its residents to enter into a Contract with Catholic Charities Housing Services to construct 72 units of affordable housing with federal monies provided by HUD through the HOME-ARP program and authorize the City Manager to execute the agreement and associated documents once confirmation is received by the City that the NEPA process is complete and the Project can move forward; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: 1 6 The City Manager is hereby authorized to execute the following documents only upon completion of the NEPA process, including HUD review and approval of the NEPA documents and Project: 1. A Contract between the City of Yakima and Catholic Charities Housing Services— Diocese of Yakima in the amount of One Million Six-Hundred Thousand Dollars ($1,600,000) in federal housing and urban development HOME-ARP funds to fund construction of 72 units of affordable housing for persons within the City of Yakima. 2. An Affordability Covenant requiring that the Project is subject to compliance requirements and standards, including remaining affordable under HUD requirements, for a term of 15 years after Project completion. 3. A Promissory Note in the amount of $1,600,000.00 payable if there is a Contract violation or if the Project does not meet federal Project Requirements as outlined in the Contract; 4. A Deed of Trust securing the Promissory Note. ADOPTED BY THE CITY COUNCIL this 17th day of December, 2024. Patricia Byers, Mayor ATTEST: Rosalinda Ibarra, City Clerk 2 7 CONTRACT BETWEEN THE CITY OF YAKIMA OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES AND DEVELOPER—CATHOLIC CHARITIES HOUSING SERVICES—DIOCESE OF YAKIMA CONTRACT NUMBER: 1. CFDA: 14.239 HOME-American Rescue Plan 2. DEVELOPER/AWARDEE: Catholic Charities Housing Services—Diocese of Yakima 3. HUD Entity Type: DEVELOPER 4. Address: 5301 Tieton Dr. STE G,Yakima,WA 98908 5. Phone: (509) 853-2800 6. Contact Person: Bryan Ketcham,VP &Director of Housing Services 7. Title of Service or Program being funded: Casa de la Mora 8. Awarding Federal Agency: U.S. Department of Housing and Urban Development 9. Unique Entity Identifier Number: 10. Federal Award Year and Federal Award Number: 2024 11. Amount of Contract Award: $1,600,000.00 12. The term of this Contract shall commence upon the execution date of DEVELOPER'S receipt of "Letter to Proceed" from City of Yakima Office of Neighborhood Development Services and the project will begin construction within three (3) months of entering this Contract and will be completed by November 30, 2028 at midnight, unless sooner terminated by either party in accordance with the terms of this Contract and the Exhibits attached hereto and incorporated herein by this reference. This Contract will be in effect throughout the affordability period established in the Exhibits hereto. 13. This contract award and the rights and obligations of both parties hereto shall be subject to and governed by the following:I (a) "Terms and Conditions"attached hereto as Exhibit"A"and incorporated herein by this reference; (b) The HOME-ARP Program standards and requirements, including,without limitation the requirements in Notice CPD-21-10: Requirements for the Use of Funds in the HOME-ARP Program ("Notice CPD-21-10"). A copy of Notice CPD-21-10 is attached hereto as Exhibit"B" and is fully incorporated into the terms of this Contract. Developer agrees to abide by and be bound to all standards and requirements in Notice CPD-21-10 and any failure to comply with said standards and requirements shall be deemed a default under this Contract; (c) Operating budget including the funding sources and uses statement and the work plan, attached hereto as Exhibit"C"and incorporated herein by this reference; and (d) City of Yakima Resolution No. R-2024- , a copy of which is attached hereto as Exhibit"D"and incorporated herein by this reference. 1 of 28 City of Yakima 8 14. Final Contract payment shall be subject to satisfactory completion of the project described in Exhibit "C", and satisfaction of all contract terms and conditions, including, but not limited to, the submission of the final report and billing invoice information within thirty (30) days of the contract closing date, and as stated in the Exhibits hereto. This written document, together with all of the incorporated Exhibits hereto, constitutes the entire Contract and terms of Contract between the parties hereto. IN WITNESS THEREOF the parties have executed this Contract as of the day and year stated below. CITY OF YAKIMA DEVELOPER/AWARDEE: Victoria Baker, City Manager Bryan Ketcham,VP &Dir. of Housing Services City of Yakima Catholic Charities Housing Services- Diocese of Yakima Date: Date: Bill Preston Community Development Director Date: ATTEST Rosalinda Ibarra, City Clerk City Contract No: 2 of 28 City of Yakima 9 EXHIBIT "A" TERMS AND CONDITIONS The City of Yakima, as a recipient of a housing and community development grant(the "Grant") from the U.S. Department of Housing and Urban Development (HUD), hereby designates AWARDEE/DEVELOPER (also referred to herein as the "Contractor") to undertake, and the AWARDEE/DEVELOPER hereby agrees to undertake, that certain community development or housing assistance project described in Exhibit "C", Scope of Work (hereinafter sometimes referred to as "the Project"). Section I—Definitions A. AGENCY — is hereby defined as the Office of Neighborhood Development Services, the HOME Program administering agency of the City of Yakima. For the purpose of this Contract and all administration of HOME funds,the AGENCY shall act on behalf of the CITY in the execution and fiscal and programmatic control of this Contract. The term "Approval by the CITY" or like term used in this Contract shall in no way relieve the DEVELOPER from any duties or responsibilities under the terms of this Contract, or obligation State or local law or regulation. B. FEE—is hereby defined as the amount of money the CITY agrees to pay and the DEVELOPER agrees to accept as payment in full for all the professional, technical and construction servicesrendered pursuant to this Contract to complete the WORK as further defined in SCOPE OF WORK,herein. C. WORK— is hereby defined as all the professional, technical and construction services to be rendered or provided by the DEVELOPER as described herein and in the SCOPE OF WORK. D. PROJECT — is defined in Section II below and Exhibit C attached hereto and fully incorporated herein. E. HOME — is hereby defined as the HOME American Rescue Plan as described in 24 CFR Part 92, under the authority of 42 U.S.C. 3535 (d) and 12701 - 12839. F. DEVELOPER — is hereby defined as the AWARDEE/DEVELOPER listed on page 1 of this Contract, Catholic Charities Housing Services—Diocese of Yakima. 3 of 28 City of Yakima 10 Section II—Project DEVELOPER's Project will develop 72 new units of affordable and permanent housing units with 1 manager's unit which will provide housing to qualifying persons in the City of Yakima. Twenty-five (25) units will be designated as HOME-ARP-assisted units (the "Assisted Units") and leased to members of qualifying populations (as defined in Notice CPD-21-10) for the duration of the 15-year affordability period as further described in the Affordability Covenant entered into on or about the date hereof by and between the Borrower(as defined herein) and the City. It is anticipated that the Assisted Units will serve the homeless qualifying population as further described in Notice CPD-21-10. Other members of qualifying populations (as defined in Notice CPD-21-10), including individuals fleeing domestic violence, dating violence, sexual assault, stalking, or human trafficking, certain veterans and those at risk of homelessness or housing instability, all as further described in Notice CPD-21-10, may be served by the Assisted Units. More Project information is found in Exhibit C attached hereto. HOME funds shall be used for the construction of the Assisted Units on the property located at approximately 115 N. 10th St., Yakima,WA 98901 with assessor tax parcel no. 191318-44027 Section III—Term A. GENERAL The DEVELOPER expressly agrees to complete all work required by this Contract in accordance with the timetable set forth. Milestone Deadlines Project Start Date: Date of signature Anticipated Construction Start Date: December 1, 2024 Project Completion Date: November 30,2028 Duration of Agreement: Through the end of the Affordability Period Outlined(see Section B herein) The Amount of the Grant that the City hereby loans to Casa de la Mora LLLP, a Washington limited liability limited partnership (the "Borrower"), an affiliate of the DEVELOPER, is One Million Six- Hundred Thousand Dollars ($1,600,000.00) for the Project. The loan is evidenced by that certain Promissory Note, Deed of Trust, and Affordability Covenant, entered into on or about the date hereof by and between the Borrower(as defined herein)and the City. B. AFFORDABILITY The project is subject to an affordability compliance period of fifteen(15)years from the date the project is completed. The project is considered complete or completed thirty days after the following have been completed,as determined by the City: 1. A Certificate of Occupancy has been submitted to the City; 2. A final inspection has been done by the City's Office of Neighborhood Development Services or its designee; 3. All required tenant information for the 25 HOME Assisted Units is submitted to the City; 4. The project meets the definition of project completion under 24 CFR 92.2; 5. Final reimbursement is submitted and approved; and 6. Final draw and all accomplishment data has been entered into the HUD IDIS system and the activity is completed. 4 of 28 City of Yakima 11 The project should be considered complete no later than November 30, 2028. The DEVELOPER will assure continued compliance with all HOME program requirements. The HOME program requirements and standards include, without limitation, the requirements in Notice CPD-21-10 attached hereto as Exhibit B. For rental projects this includes ongoing property standards inspections and occupancy requirements; rent limits established by HUD; and income determinations annually reviewed by the City. For homebuyer units this includes monitoring units for principal residency and recapture of funds at time of resale. HOME requirements specify that a deed restriction will also be in place throughout the affordability period. The DEVELOPER is undertaking a multifamily residential rental project which will be operated as low- income housing. This affordable housing unit project will support homelessness assistance and supportive services in compliance with all HOME-ARP standards and requirements. The procedures for rent increases shall follow the Washington State Landlord-Tenant Act requirements outlined in RCW 59.18 et.seq, and as amended in the future. State law currently requires a minimum of Sixty (60) days' notice to change any term of a rental contract, including the amount due and owing for rent and any increase in the amount of rent may not become effective prior to the completion of the term of the rental agreement; or, in the case of a subsidized tenancy where the amount of rent is based on the income of the tenant or circumstances specific to the subsidized household, a landlord shall provide a minimum of thirty (30) days' prior written notice of an increase in the amount of rent which will become effective upon completion of the term of the rental agreement or sooner upon mutual consent RCW 59.18.140. C. TIME IS OF THE ESSENCE Timely completion of the work specified in this Contract is an integral and essential part of performance. The expenditure of HOME funds is subject to Federal deadlines and could result in the loss of the Federal funds. By the acceptance and execution of this Contract, it is understood and agreed by the DEVELOPER that the PROJECT will be completed as expeditiously as possible and that the DEVELOPER will make every effort to ensure that the project will proceed and will not be delayed. Failure to meet these deadlines can result in cancellation of this contract and the revocation of HOME funds. Since it is mutually agreed that time is of the essence as regards this Contract, the DEVELOPER shall cause appropriate provisions to be inserted in all contracts or subcontracts relative to the work tasks required by this Contract, in order to ensure that the PROJECT will be completed according to the timetable set forth. It is intended that such provisions inserted in any subcontracts be, to the fullest extent permitted by law and equity, binding for the benefit of the CITY and enforceable by the CITY against the DEVELOPER and its successors and assigns to the project or any part thereof or any interest therein. In the event the DEVELOPER is unable to meet the above schedule or complete the above services because of delays resulting from Acts of God, untimely review and approval by the CITY and other governmental authorities having jurisdiction over the PROJECT, or other delays that are not causedby the DEVELOPER,the CITY shall grant a reasonable extension of time for completion of the WORK. It shall be the responsibility of the DEVELOPER to notify the CITY promptly in writing whenever a material delay is anticipated or experienced,and to inform the CITY of all facts and details related to the delay. D. COMMENCEMENT OF WORK The City of Yakima,through ONDS, shall furnish the DEVELOPER with written notice to proceed upon release of funds from HUD related to the Project pursuant to 24 CFR Part 58. No work on the Project shall occur prior to the notice to proceed without written approval from the City of Yakima. 5 of 28 City of Yakima 12 Section IV—Scope of Work The DEVELOPER, in close coordination with the CITY, shall perform all professional services and activities (the "WORK") necessary to complete the development and occupancy of the following project in full compliance with the terms of this Contract, including, but not limited to, Exhibit "C" (Use of HOME funds,property location, budget, completion schedule & compliance term): From the contract execution date to continue until the termination date as specified within this Contract, Developer will cause Borrower to construct 72 new units of affordable and permanent supportive housing along with 1 manager's unit. 25 units will be designated as HOME-ARP Assisted Units and will serve the homeless qualifying population. Other groups, including individuals fleeing domestic violence, dating violence, sexual assault, stalking, or human trafficking, certain veterans and those at risk of homelessness or housing instability,may be served by the Assisted Units. It is understood that the DEVELOPER will provide a specific working budget and realistic timetable as relates to: acquisition, construction/rehabilitation, soft costs, development fees and other allowable costs/activities prior to any fund usage. Said budget shall identify all sources and uses of funds, and allocate HOME and non-HOME funds to activities or line items. No payment will be made by the City prior to receiving the working budget. The aforementioned Work tasks will be performed in essentially the manner proposed in the DEVELOPER's proposal as received by the AGENCY on 2024 The aforementioned document will be considered to be a part and portion of this Contract fully incorporated herein Exhibit "C". Further, a Budget Summary is attached hereto as Exhibit "D" and considered to be a part and portion of this Contract fully incorporated herein. Section V—Reimbursement of Expenses & Developer Fees A. GENERAL. Project expenses (excluding developer fee) shall be paid based on vouchers for actual expenses incurred or paid and based on the budget summary attached hereto. Requests for payment must be submitted by the DEVELOPER or Borrower on forms specified by the CITY, with adequate and proper documentation of eligible costs incurred in compliance with 24 CFR 92.206 and necessary for HUD IDIS disbursement requirements. All such expenses shall be in conformance to the approved project budget. Budget revision and approval shall be required prior to payment of any expenses not conforming to the approved project budget. The City reserves the right to hold payment until adequate documentation has been provided by the Contractor and reviewed by the City. The Contractor agrees to the following provisions in satisfying the terms and conditions of this contract. B. PAYMENT AND DISBURSEMENTS: Disbursements by the City of Yakima from this contract/loan award shall be on a reimbursement basis covering actual expenditures by the DEVELOPER or Borrower or obligations of the DEVELOPER or Borrower currently due and owing, but not paid. Disbursements shall be limited to allowable costs and so shall be made upon the occurrence of all the following, in addition to any other conditions contained herein or in the special conditions: 1. Receipt by the City of Yakima ONDS of a written reimbursement request on forms provided by the City of Yakima ONDS supported by copies of vouchers, invoices, salary and wage summaries, or other acceptable documentation; and 6 of 28 City of Yakima 13 2. Determination by the City of Yakima ONDS that the expenditures or obligations for which reimbursement is sought constitute allowable costs under the HOME Program and also fall within the applicable Project Budget. The DEVELOPER shall submit written claims for reimbursement of services performed under this Contract. The DEVELOPER may not request disbursement of funds under this Contract until the funds are needed for payment of eligible costs. The amount of each request must be limited to the amount needed. C. No payment shall be made for any service rendered by the DEVELOPER except for services within the scope of a category set forth in the budget in Exhibit"C"of this Contract, and all funds received must be used for service as identified in Exhibit"C"of this Contract. D. The DEVELOPER shall submit to the City of Yakima ONDS a written request for approval of budget revision when a proposed revision would result in an increase or decrease of ten percent (10%) or more per unit from what has been set forth in the approved budget subject category. The City's written budget revision approval must be received by the DEVELOPER prior to the DEVELOPER incurring any expenditures against the revised budget subject categories. When the revision of the DEVELOPER budget does not exceed ten percent(10%) of an approved budget subject category, the DEVELOPER must submit a revised budget to the City of Yakima ONDS prior to the submittal of claims against the budget. E. CITY reserves the right to inspect records and project sites to determine that reimbursement and compensation requests are reasonable. The CITY also reserves the right to hold payment until adequate documentation has been provided and reviewed. F. Within thirty (30) days of the contract closing date, DEVELOPER shall submit a final invoice that includes all unpaid invoices and a final report. Final payment shall be made only after the CITY has determined that all services have been rendered, files and documentation delivered (including the final invoices and final report), and the Assisted Units have been placed in service in full compliance with HOME regulations, including submission of a completion report and documentation of eligible occupancy, property standards and long-term use restrictions. If the final invoices and report are not received within thirty (30) days of the contract closing date, DEVELOPER understands and agrees that it will not receive any payment for any final pending unpaid invoices. The City will retain ten percent(10%)until City has determined that all services have been rendered. G. CITY shall have the right to review and audit all records of the DEVELOPER pertaining to any payment by the CITY. Said records shall be maintained for a period of the HOME required affordability period. H. This loan shall not be utilized to substantially reduce the amount of local financial support for community development activities below the level of such support prior to the availability of such assistance. The DEVELOPER shall return to the City all monies provided by the City if any of the following occur: the DEVELOPER materially changes the primary purpose and scope of the Project as described in Exhibit C; or DEVELOPER is unable to continue and/or provide services as described in Exhibit C. 7 of 28 City of Yakima 14 Section VI—Project Requirements and Compliance with Laws The DEVELOPER agrees to comply with all requirements of the HOME Program as stated in 24 CFR Part 92, including but not limited to the following. In addition, DEVELOPER agrees to comply with all requirements and standards as stated in NOTICE CPD-21-10 attached hereto as Exhibit B. A. Environmental Review The City of Yakima, through the AGENCY retains environmental review responsibility for purposes of fulfilling requirements of the National Environmental Policy Act, under which the City of Yakima may require the DEVELOPER to furnish data, information and assistance for the City's review and assessment in determining whether the City must prepare an Environmental Impact Statement. The Environmental Review was submitted to the U.S. Department of Housing and Urban Development (HUD) on , 2024 for review. The Environmental Review was approved by HUD on , 2024. All mitigation required in the Environmental Review shall be completed by DEVELOPER as part of the Project. The DEVELOPER retains responsibility for fulfilling the requirements of the State Environmental Policy Act(SEPA)and regulations and ordinances adopted thereunder. In addition to the requirements of Section XIII below, in the event DEVELOPER fails to furnish any data, information, forms, or documents requested by the City to fulfill its obligations under the National Environmental Policy Act or any other federal or state environmental policy, law, or regulation, Failure to furnish data, information, forms or documents shall result in a withholding of funds for payment and, if funds have been disbursed, a requirement to repay all funds associated with this Agreement to the City and may result in termination of this Agreement. The DEVELOPER expressly agrees to do all things necessary and take all necessary steps to facilitate the environmental review of the Project. B. Any HOME funds advanced to the PROJECT will be secured by a note and mortgage or deed of trust, and in the case of a rental project,a deed covenant as required by 24 CFR Part 92. C. The DEVELOPER will ensure that any expenditure of HOME funds will be in compliance with the requirements at 92.206, and acknowledges that HOME funds will only be provided as reimbursement for eligible costs incurred, including actual expenditures or invoices for work completed. D. If the project is to be owner-occupied,the DEVELOPER will ensure that all 25 HOME Assisted Units will be in compliance with 24 CFR 92.254, including documenting that the property is eligible under 92.254(a)(1)— (2), and will maintain compliance during the minimum compliance period. (If the property also contains a rental unit assisted with HOME funds, the DEVELOPER will ensure that occupancy complies with the requirements of 92.254(a)(6).) If the project is to be a rental, the DEVELOPER will ensure that that project is eligible under 92.214, and that it will meet the applicable standards of 24 CFR 92.252 253 at occupancy and for the minimum compliance period. E. The 25 designated HOME-Assisted Units of this PROJECT will meet the affordability requirements as found in 24 CFR 92.252 (rental) or 92.254 (owner-occupied) as applicable. The DEVELOPER shall collect and maintain Project beneficiary information pertaining to household size, income levels, racial characteristics, the presence of Female Headed Households, and any other beneficiary information required by HUD in order to determine low and moderate-income benefit in a cumulative and individual manner. Income documentation shall be in a form consistent with HOME requirements as stated in the HUD Technical Guide for Determining Income and Allowances Under the HOME Program. 8 of 28 City of Yakima 15 F. In the selection of occupants for PROJECT units, the DEVELOPER shall comply with all nondiscrimination requirements of 24 CFR 92.350. If the project consists of 5 or more units, the DEVELOPER will implement affirmative marketing procedures as required by 24 CFR 92.351. Such procedures are subject to approval of the AGENCY. G. If the PROJECT is occupied at the time of this commitment, the DEVELOPER will comply with the relocation requirements of 24 CFR 92.353. H. DEVELOPER shall assure compliance with 24 CFR 92.251 as relates to Property Standards and Housing Quality Standards (HQS), Accessibility Standards under 24 CFR 92.251(a)(3) as applicable, and Lead Based Paint Requirements as found in 24 CFR 92.355 and 24 CFR Part 35. I. If the PROJECT is to be owner-occupied, the DEVELOPER shall assure that any NOTES and MORTGAGES recorded for homebuyers shall be in compliance with 24 CFR 92.254 and that the DEVELOPER will monitor each unit for principal residency (under 92.254(a)(3)) and resale/recapture (under 92.254 (a)(4)—(5)). J. DEVELOPER will provide any documentation required by the AGENCY regarding match as may be required to document match for purposes of the HOME program. K. If any project under this Contract involves the construction or rehabilitation of 12 or more HOME- Assisted Units, the DEVELOPER shall comply with the provisions of the Davis-Bacon Act(40 U.S.C. 276 a to a- 7)as supplemented by AGENCY of Labor regulations (29 CFR,Part 5),as amended. L. If the property is sold through a lease-purchase Contract, the DEVELOPER will ensure compliance with 92.254(a)(7), as modified by the 1999 Appropriations Act, Section 599B. M. DEVELOPER will be monitored by the AGENCY for compliance with the regulations of24 CFR 92 for the compliance period specified above. The DEVELOPER will provide reports and access to project files as requested by the AGENCY during the PROJECT and for the length of the HOME required affordability period. N. HOME-ARP funds must be used in accordance with HUD Notice CPD 21-10 (Notice) and 24 CFR 92.214 and Subrecipients may not charge servicing, origination, or other fees for the purpose of covering costs of administering the HOME-ARP program except as provided under the Notice and 24 CFR 92.214. O. DEVELOPER will comply with the regulations at 24 CFR 92.202 which require the HOME program to be administered in a manner that provides housing that: (A) is suitable from the standpoint of facilitating and furthering full compliance with the applicable provisions of Title VI of the Civil Rights Act of 1964,the Fair Housing Act, Executive Order 11063, and HUD regulations issued pursuant thereto; and (B) promotes greater choice of housing opportunities. New construction projects must meet site and neighborhood standards described in 24 CFR 882.708(c) which places limiting conditions on building in areas of"minority concentration"and "racially mixed"areas. Section VII—Repayment A. All HOME funds are subject to repayment in the event the PROJECT does not meet the Project Requirements as outlined above, or if DEVELOPER violates any provisions of this Contract and/or Exhibits hereto with regards to HOME and/or HUD requirements. B. It is understood that upon the completion of the PROJECT, any HOME funds reserved but not expended under this Contract will revert to the CITY. 9 of 28 City of Yakima 16 C. If the PROJECT is for owner-occupancy, the DEVELOPER shall lend the HOME funds to the individual buyers in an amount sufficient to make the purchase affordable. Any HOME funds that reduce the price of the property below the fair market value of the property shall be secured by a HOME note and mortgage as required in 92.254(a)(5)(ii), using the note and mortgage prescribed or approved by the AGENCY (and consistent with the method of recapture identified in the CITY's "Consolidated Plan"). For Contracts involving CHDOs, all net sales proceeds from the sale of units are considered to be CHDO proceeds that may be retained by the DEVELOPER and used in conformance with 24 CFR 92.300(a)(2), to be retained by the CHDO and used to further affordable housing for qualified first time home buyers within the City of Yakima. Section VIII—Procurement Standards The DEVELOPER shall establish procurement procedures to ensure that materials and services are obtained in a cost-effective manner. When procuring for services to be provided under this Contract,the DEVELOPER shall comply at a minimum with the nonprofit procurement standards at 24 CFR 84.40 - .48. In addition,the following requirements are imposed on any procurement under this PROJECT: Any personal property having a useful life of more than one year and purchased wholly or in part with loan funds at a cost of three hundred dollars ($300) or more per item, shall upon its purchase or receipt become the property of the City of Yakima and/or federal government. Final ownership and disposition of such property shall be determined under the provisions of 2 CFR Part 200. The DEVELOPER shall be responsible for all such property, including its care and maintenance, and shall comply with the following procedural requirements: 1. Property records shall be maintained accurately and provide for: A description of the property; manufacturer's serial number or other identification number; acquisition date and cost; source of the property; percentage of HOME funds used in the purchase of property; location,use, and condition of the property. 2. A physical inventory of property shall be taken and the results reconciled with the property records at least once every two years to verify the existence, current utilization, and continued need for the property. 3. A control system shall be in effect to insure adequate safeguards to prevent loss, damage, or theft to the property. Any loss, damage, or theft of the property shall be investigated and fully documented. 4. Adequate maintenance procedures shall be implemented to keep the property in good condition. 5. If the DEVELOPER elects to capitalize and depreciate such nonexpendable personal property in lieu of claiming the acquisition cost as a direct item of cost, title to such property shall remain with the DEVELOPER. An election to capitalize and depreciate or claim acquisition cost as a direct item of cost shall be irrevocable. 6. Nonexpendable personal property purchased by the DEVELOPER under the terms of this Contract, in which title is vested in the City of Yakima or Federal Government shall not be rented, loaned, or otherwise passed to any person,partnership, corporation, association or organization without the prior express approval of the City of Yakima ONDS. 10 of 28 City of Yakima 17 7. Any nonexpendable personal property furnished to, or purchased by, the DEVELOPER, title to which is vested in the City of Yakima or federal government shall, unless otherwise provided herein or approved by the City of Yakima ONDS be used only for the performance of activities defined in this Contract. 8. As a condition prerequisite to reimbursement for the purchase of nonexpendable personal property, title to which shall vest in the City of Yakima or federal government, the DEVELOPER agrees to execute such security Contracts and other documents as shall be necessary for the City of Yakima or federal government to perfect its interest in such property in accordance with the "Uniform Commercial Code-Secured Transactions" as codified in Article 9A of RCW Chapter 62A. 9. The DEVELOPER shall be responsible for any loss or damage to the property of the City of Yakima or federal government (including expenses entered thereunto) which results from negligence, willful misconduct, or lack of good faith on the part of the DEVELOPER to maintain and administer in accordance with sound management practices that property,to ensure that the property will be returned to the City of Yakima or federal government in like condition to that in which condition the property was acquired by purchase, fair wear and tear excepted. Section IX—Conflict of Interest Provisions The DEVELOPER warrants and covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of its services hereunder. The DEVELOPER further warrants and covenants that in the performance of this contract, no person having such interest shall be employed. HOME conflict of interest provisions, as stated in 92.356, apply to the award of any contracts under the Contract and the selection of tenant households to occupy HOME-Assisted Units. No employee, agent, consultant, elected official, or appointed official of the DEVELOPER may obtain a financial interest or unit benefits from a HOME- assisted activity, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition includes the following: • Any interest in any contract, subcontract or agreement with respect to a HOME-assisted project or program administered by the DEVELOPER, or the proceeds thereunder; or • Any unit benefits or financial assistance associated with HOME projects or programs administered by the DEVELOPER, including: Occupancy of a rental housing unit in a HOME-assisted rental project; Receipt of HOME tenant-based rental assistance; Purchase or occupancy of a homebuyer unit in a HOME-assisted project; Receipt of HOME homebuyer acquisition assistance; or Receipt of HOME owner-occupied rehabilitation assistance. This prohibition does not apply to an employee or agent of the DEVELOPER who occupies a HOME assisted unit as the on-site project manager or maintenance worker. In addition, no member of Congress of the United States,official or employee of HUD, or official or employee of the Participating Jurisdiction shall be permitted to receive or share any financial or unit benefits arising from the HOME-assisted 11 of 28 City of Yakima 18 project or program. Prior to the implementation of the HOME-assisted activity, exceptions to these provisions may be requested by the DEVELOPER in writing to the Participating Jurisdiction. The DEVELOPER must demonstrate and certify that the policies and procedures adopted for the activity will ensure fair treatment of all parties, and that the covered persons referenced in this policy will have no inside information or undue influence regarding the award of contracts or benefits of the HOME assistance. The Jurisdiction may grant exceptions or forward the requests to HUD as permitted by24 CFR 92.356, 85.36 and 84.42,as they apply. Section X—City Responsibilities CITY shall furnish the DEVELOPER with the following services and information from existing CITY records and CITY files: A. CITY shall provide to the DEVELOPER information regarding its requirements for the PROJECT. B. CITY will provide the DEVELOPER with any changes in HOME regulations or program limits that will affect the project, including but not limited to income limits,property value limits and rent limits. C. CITY will conduct progress inspections of work completed to protect its interests as lender and regulatory authority for the project, and will provide information to the DEVELOPER regarding any progress inspections or monitoring to assist it in ensuring compliance. CITY's review and approval of the WORK will relate only to overall compliance with the general requirements of this Contract and HOME regulations, and all CITY regulations and ordinances. Nothing contained herein shall relieve the DEVELOPER of any responsibility as provided under this Contract. Section XI—Equal Employment Opportunity The City of Yakima is an Equal Opportunity Employer. During the performance of this contract, the DEVELOPER agrees as follows: A. DEVELOPER will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin(s). The DEVELOPER will take affirmative action to ensure the applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex or national origin(s). Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The DEVELOPER agrees to post in conspicuous places, available to employees and applicants for employment,notices to be provided by the contracting officer of the CITY setting forth the provisions of this nondiscrimination clause. B. DEVELOPER will, in all solicitations or advertisements for employees placed by or on behalfof the DEVELOPER, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. C. DEVELOPER will send to each labor union or representative of workers with which he has acollective bargaining agreement or other contract or understanding, a notice to be provided by the CITY's contracting officer, advising the labor union or worker's representative of the DEVELOPER's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. D. DEVELOPER will comply with all provisions of Executive Order 11246 of September 24,1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 12 of 28 City of Yakima 19 E. DEVELOPER will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the AGENCY and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,regulations, and order. F. In the event the DEVELOPER is found to be in noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations or orders,this contract may be canceled,terminated or suspended in whole or in part and the DEVELOPER may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965 or by rule, regulations, or order of the Secretary of Labor or as otherwise provided by law. G. DEVELOPER will include the provisions of paragraphs (a) through (g) of this Contract in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The DEVELOPER will take such action with respect to any subcontract or purchase order as the AGENCY may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the DEVELOPER becomes involved in, or is threatened with litigation with a subcontractor or vendor as a result of such direction by the AGENCY,the DEVELOPER may request the United States to enter into such litigation to protect the interest of the United States. Section XII—Labor, Training&Business Opportunity DEVELOPER agrees to comply with the federal regulations governing training, employment andbusiness opportunities as follows: A. It is agreed that the WORK to be performed under this Contract is on a project assisted under a program providing direct Federal financial assistance from the US Department of Housing and Urban Development and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 u, as well as any and all applicable amendments thereto. Section 3 requires that, to the greatest extent feasible, opportunities for training and employment be given low and moderate income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in the project area. B. DEVELOPER shall comply with the provisions of said Section 3 and the regulations issued pursuant thereto by the Secretary of Housing and Urban Development set forth in 24 Code of Federal Regulations and all applicable rules and orders of the AGENCY of Housing and Urban Development issued thereunder as well as any and all applicable amendments thereto prior to the execution of this contract as well as during the term of this contract. The DEVELOPER certifies and agrees that it is under no contractual or other disability, which would prevent it from complying with these requirements as well as any and all applicable amendments thereto. C. DEVELOPER will include this Section 3 clause in every subcontract for work in connection with the project and will, at the direction of the CITY,take appropriate action pursuant to the subcontractor upon a finding that the subcontractor is in violation of regulations issued by the Secretary of Housing and Urban Development, in 24 Code of Federal Regulations. The DEVELOPER will not subcontract with any subcontractor where it has notice or knowledge that the latter has been found in violation of regulations under 24 code of Federal Regulations and will not let any subcontract unless the subcontractor has first provided it with a preliminary statement of ability to comply with these requirements as well as with any 13 of 28 City of Yakima 20 and all applicable amendments thereto. D. Compliance with the provisions of Section 3, the regulations set forth in 24 Code of Federal Regulations and all applicable rules and orders of the AGENCY of Housing and Urban Development issued thereunder prior to the execution of the contract shall be a condition precedent to federal financial assistance being provided to the PROJECT as well as a continuing condition, binding upon the applicant or recipient for such assistance, its successors, and assigns. Failure to fulfill these requirements shall subject the DEVELOPER or recipient, its contractors and subcontractors, its successors, and assigns to those sanctions specified by 24 Code of Federal Regulations as well as with any and all applicable amendments thereto. Section XIII—Compliance with Federal, State &Local Laws A. GENERAL. The DEVELOPER covenants and warrants that it will comply with all applicable laws, ordinances, codes, rules and regulations of the state, local, and federal governments, and all amendments thereto, including, but not limited to; Title 8 of the Civil Rights Act of 1968 PL.90- 284; Executive Order 11063 on Equal Opportunity and Housing Section 3 of the Housing and Urban Development Act of 1968; Housing and Community Development Act of 1974, as well as all requirements set forth in 24 CFR 92 of the HOME INVESTMENT PARTNERSHIP PROGRAM. The DEVELOPER covenants and warrants that it will indemnify, defend, and hold the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers forever free and harmless with respect to any and all damages, liabilities, losses and expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other governmental proceedings, whether directly or indirectly arising out of the provisions and maintenance of this Agreement or the acts, failures to act, errors or omissions of the DEVELOPER, or any of DEVELOPER's agents or subcontractors, in performance of this Agreement, except for claims caused by the City's sole negligence or willful misconduct. The City's right to indemnification includes attorney's fees and costs associated with establishing the right to indemnification hereunder in favor of the City. DEVELOPER agrees to comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). DEVELOPER further warrants and agrees to include or cause to be included the criteria and requirements of this section in every non-exempt subcontract in excess of$100,000. DEVELOPER also agrees to take such action as the federal, state or local government may direct to enforce aforesaid provisions. B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT REQUIREMENTS. The following federal provisions may apply,among others,to this Contract: 1. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY, AND VOLUNTARY EXCLUSION—PRIMARY AND LOWER TIER COVERED TRANSACTIONS. (a) DEVELOPER, defined as the primary participant and its principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: (i) Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. 14 of 28 City of Yakima 21 (ii) Have not within a three-year period preceding this Contract, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private Contract or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice. (iii) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph(1)(b) of this section. (iv) Have not within a three-year period preceding the signing of this Contract had one or more public transactions (Federal, State, or local) terminated for cause of default. (v) Where the DEVELOPER is unable to certify to any of the statements in this Contract,the DEVELOPER shall attach an explanation to this Contract. (vi) The DEVELOPER agrees by signing this Contract that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. (vii) The DEVELOPER further agrees by signing this Contract that it will include the clause titled"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,"as follows,without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: (b) LOWER TIER COVERED TRANSACTIONS (i) Each lower tier contractor certifies, by signing this Contract that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (ii) Where the lower tier contractor is unable to certify to any of the statements in this Contract, such contractor shall attach an explanation to this Contract. 2. Office of Federal Contract Compliance Programs regulations, 41 CFR Part 60, Executive Order 11246 as amended by Executive Order 12086, and 24 CFR 570.601 (Discrimination prohibited). 3. The Lead Based Paint Poisoning Prevention Act, 42 USC Section 4831 et seq., and HUD regulations implementing the Act, 24 CFR Part 35, where, residential structures are involved. The Contractor shall provide whatever assistance is necessary to enable the City of Yakima's Building Official to carry out its inspection and certification responsibility under those regulations. 15 of 28 City of Yakima 22 4. Historic and Archaeological Preservation requirements as set forth in 24 CFR Section 570.604.36 CFR Part 800, RCW 27.44.010 (Native American Burial Law), RCW 27.53.010-.090 (Protection of Archaeological Resources), and RCW 43.51.750-.820 (Preservation of Historic Properties). 5. Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et seq., implementing regulations, and Chapter 70.92 RCW. 6. Accessibility Standard as set forth in 24 CFR 92.251(a)(3). 7. Clean Air Act as amended, 42 USC Section 1857 et seq; Water Pollution Control Act, as amended, 33 USC Section 1251 et seq.; and Environmental Protection Agency regulations, 40 CFR Part 15. 8. Section 3 of the Housing and Urban Development Act of 1968 (12 USC Section 1701u) and 24 CFR Part 135 (Employment opportunities for project area businesses and low income persons). 9. Contract Work Hours and Safety Standards Act, 40 USC Sections 327-333, (Overtime Compensation). 10. Davis-Bacon Act, as amended, 40 USC Sections 276a— 276a— 5, and RCW Chapter 3 — 12 (Prevailing Wage Rates). 11. 2 CFR Part 200 (Procurement Standards) and Federal Management Circular, FMC 74-4. 12. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and regulations contained in 24 CFR Parts 42 and 570. 13. Title VI of the Civil Rights Act of 1964 (P.L. 88-352) as amended, and HUD regulations with respect thereto including the regulations under 24 CFR Part 1. In the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Contract, Contractor shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, or national origin, in the sale, lease or rental, or in the use or occupancy of such land or any improvements erected or to be erected thereon, and providing that the Contractor,the County,the City, and the United States are beneficiaries of and entitled to enforce such covenant. The Contractor, in undertaking its obligation in carrying out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant and will not itself so discriminate. 14. Age Discrimination Act of 1975 (24 CFR 146). 15. Fair Housing Act(24 CFR 100, CFR 107 and 24 CFR 1). 16. Washington State/Local Building Codes/Housing Quality Standards (24 CFR 882.109). 17. WBE/MBE(24 CFR 85.36(e)). 16 of 28 City of Yakima 23 18. The Build America, Buy America Act, included in the Infrastructure Investment and Jobs Act signed into law on November 15, 2021, Pub. L. No. 117-58, sections 70901-52. The Act requires the following Buy America preference for projects with more tan $250,000 of federal funds: All iron and steel used in the Project are produced in the United States. This means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. C. DEVELOPER agrees to comply with all applicable Federal, State, City and Municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals, and any other standards or criteria as described in the Contract to assure quality of services. D. DEVELOPER shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to, sales tax, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, DEVELOPER shall pay the same before it becomes due. Section XIV— Suspension & Termination In accordance with 24 CFR 85.43, suspension or termination may occur if the DEVELOPER materially fails to comply with any term of the award, and that the award may be terminated for convenience in accordance with 24 CFR 85.44. If, through any cause, the DEVELOPER shall fail to fulfill in timely and proper manner its obligations under this contract, or if the DEVELOPER shall violate any of the covenants, agreements, or stipulations of this contract,the CITY shall thereupon have the right to terminate this contract by giving written notice to the DEVELOPER of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In such event,the DEVELOPER may be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder to the date of said termination if all necessary documentation is provided to the CITY. Notwithstanding the above, the DEVELOPER shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of the contract by the DEVELOPER and the CITY may withhold any payments to the DEVELOPER for the purpose of setoff until such time as the exact amount of damages due the CITY from the DEVELOPER is determined whether by court of competent jurisdiction or otherwise. Section XV—Termination for Convenience The CITY may terminate for its convenience this contract at any time by giving at least thirty (30) days' notice in writing to the DEVELOPER. If the contract is terminated by the CITY, as provided herein, the City will reimburse for any actual and approved expenses incurred, including those costs involved in terminating the contracts and shutting down the work as of the date of notice, and the DEVELOPER will be paid as a FEE an amount which bears the same ratio to the total compensation as the services actually performed bear to the total service of the DEVELOPER covered by this contract, less payments of compensation previously made. This Contract may also be terminated in whole or in part by mutual agreement of the parties. 17 of 28 City of Yakima 24 Section XVI— Termination for Cause Including Loss of Funds A. TERMINATION FOR CAUSE If the DEVELOPER fails in any manner to fully perform and carry out any of the terms, covenants,and conditions of the Contract and its Exhibits, and more particularly if the DEVELOPER refuses or fails to proceed with the work with such diligence as will insure its completion within the time fixed by the schedule set forth in Exhibit C of this Contract,the DEVELOPER shall be in default and notice in writing shall be given to the DEVELOPER of such default by the AGENCY or an agent of the AGENCY. If the DEVELOPER fails to cure such default within such time as may be required by such notice (which notice shall provide for a cure period in accordance with Section 8.1 and 8.2 of the Promissory Note (191318-44027), as applicable), the CITY, acting by and through the AGENCY, may at its option terminate and cancel the contract. In the event of such termination, all funds awarded to the DEVELOPER pursuant to this Contract shall be immediately revoked and any approvals related to the PROJECT shall immediately be deemed revoked and canceled. In such event, the DEVELOPER will no longer be entitled to receive any compensation for work undertaken after the date of the termination of this Contract, as the funds will no longer be available for this project. Such termination shall not affect or terminate any of the rights of the CITY as against the DEVELOPER then existing, or which may thereafter accrue because of such default, and the foregoing provision shall be in addition to all other rights and remedies available to the CITY under the law and the note and mortgage (if in effect), including but not limited to compelling the DEVELOPER to complete the project in accordance with the terms of this Contract, in a court of equity. The waiver of a breach of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term, covenant, or condition hereof. This Contract may further be terminated by the City upon written demand by the City or AGENCY for assurances that the terms of the Project description are not being timely complied with, if such assurances are not made to the City's satisfaction within thirty(30) days of the date of such written demand. B. TERMINATION FOR LOSS OF FUNDING In the event that funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this Contract, and prior to its normal completion, the City of Yakima or AGENCY may summarily terminate this Contract as to the funds reduced or limited, notwithstanding any other termination provision of this Contract. If the level of funding so reduced or limited is so great that the City of Yakima or AGENCY deems that the continuation of the program or project covered by this Contract is no longer in the best interest of the public, the City or AGENCY may summarily terminate this Contract in whole notwithstanding any other termination provisions of this Contract. Termination under this Section shall be effective upon receipt of written notice by the DEVELOPER or its representative. The City and AGENCY agree to promptly notify the DEVELOPER of any proposed reduction in funding by Federal or other officials. DEVELOPER agrees that upon receipt of such notice it shall take the appropriate and reasonable action to reduce its spending in the affected funding area so that expenditures do not exceed the funding level which would result if said proposed reduction became effective. 18 of 28 City of Yakima 25 Section XVII— Close Out In the event this Contract is terminated in whole or in part for any reason, the following provisions shall apply: A. Upon written request by the DEVELOPER, the City shall make or arrange for payment to the DEVELOPER of allowable reimbursable costs not covered by previous payments. B. DEVELOPER shall submit within fifteen (15) days after the date of expiration of this Contract, all financial, performance and other reports required by this Contract, and in addition, will cooperate in a program audit by the City or its designee. C. In the event a financial audit has not been performed prior to close out of this Contract, the City and AGENCY retain the right to withhold a just and reasonable sum from the final payment to the DEVELOPER until the final audit is performed, submitted to, and reviewed by the City and AGENCY. Section XVIII—Reporting Responsibilities DEVELOPER agrees to submit any and all quarterly reports requested by HUD or the CITY following the date of this Contract. The CITY will send the DEVELOPER one reminder notice if the requested report has not been received fourteen (14) days after the due date. If the DEVELOPER has not submitted a report fourteen (14) days after the date on the reminder notice, the CITY will have the option to terminate the contract as described in this Contract. In addition, the DEVELOPER agrees to provide the AGENCY information as required to determine program eligibility, in meeting national objectives, and financial records pertinent to the project. Additional reporting requirements are included in the Exhibits hereto. Section XIX—Inspection,Monitoring&Access to Records A. CITY reserves the right to inspect, monitor, and observe work and services performed by the DEVELOPER at any and all reasonable times. CITY reserves the right to audit the records of the DEVELOPER any time during the performance of this Contract and for a period of ten (10) years after final payment is made under this Contract. If required,the DEVELOPER will provide the AGENCY with a certified audit of the DEVELOPER's records representing the Fiscal Year during which the PROJECT becomes complete whenever the amount listed in SECTION VII is at or exceeds $500,000, pursuant to the requirements of 2 CFR Part 200. Access shall be immediately granted to the CITY, HUD, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of the DEVELOPER or its contractors which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions. DEVELOPER records shall include, but not be limited to, the following: payroll, personnel and employment records,procurement bidding documents,contracts, sales closing statements,and invoices. B. DEVELOPER agrees that the City may carry out monitoring and evaluation activities so as to ensure compliance by DEVELOPER with this Contract, with HOME compliance documents, and with all other laws, regulations, and ordinances related to the performance hereof. DEVELOPER agrees to provide the City with any data determined by the City to be necessary for its effective fulfillment of its monitoring and evaluation responsibilities. Failure to provide such data is a breach of this Contract and may result in termination of this Contract. C. Any program income shall be accounted for by the DEVELOPER, over the Contract time period, and shall be reported to the City. Income is to be used to continue or benefit the program, as determined by the intent and purpose of the Project. 19 of 28 City of Yakima 26 Section XX—Insurance A. NO INSURANCE It is understood that the City does not maintain liability insurance for the DEVELOPER and/or its employees, agents, officers,and subcontractors. B. COMMERCIAL LIABILITY INSURANCE On or before the effective date of this Contract, the DEVELOPER shall provide the City with a certificate of insurance and endorsement as proof of liability insurance in the amount of Two Million Dollars ($2,000,000.00)per occurrence, combined single limit bodily injury and property damage, and Four Million Dollars ($4,000,000.00) general aggregate. If DEVELOPER carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is,the amount of coverage,the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected and appointed officials, officers, agents, employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by DEVELOPER is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by DEVELOPER under this Contract. C. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE On or before the date this Contract is fully executed by the parties, DEVELOPER shall provide the City with a certificate of insurance and endorsement as proof of commercial automobile liability insurance with minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence. If DEVELOPER carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, officers, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. Automobile liability will apply to "Any Auto" and be shown on the certificate. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of"this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected and appointed officials, officers, agents, employees and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as the City's review or acceptance of insurance maintained by DEVELOPER is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by DEVELOPER under this Contract. The business auto liability shall include Hired and Non-Owned coverage if necessary. 20 of 28 City of Yakima 27 D. WORKERS' COMPENSATION/EMPLOYER'S LIABILITY(Stop Gap) The DEVELOPER, the Borrower, and all subcontractors shall at all time comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, and shall maintain Employer's Liability insurance with a limit of no less than One Million Dollars ($1,000,000.00). The City shall not be held responsible in any way for claims filed by DEVELOPER or its employees for services performed under the terms of this Contract. DEVELOPER agrees to assume full liability for all claims arising from this Contract, including claims resulting from negligent acts of all subcontractors. DEVELOPER is responsible to ensure subcontractors have insurance as needed. Failure of subcontractors to comply with insurance requirements does not limit DEVELOPER's liability or responsibility. The DEVELOPER holds the City harmless for any injury or death to the contractor's employees while performing this Contract. E. INSURANCE PROVIDED BY SUBCONTRACTORS &BORROWER The DEVELOPER shall ensure that the Borrower and all subcontractors DEVELOPER and/or Borrower utilizes for work/services rendered under this Contract shall comply with all of the above insurance requirements. In all cases, DEVELOPER's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the DEVELOPER's insurance and shall not contribute to it. Section XXI—General Conditions A. All notices or other communication which shall or may be given pursuant to this Contract shall be in writing and shall be delivered by personal service,by overnight courier or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; after one (1)business day if sent by overnight courier or, if by mail, on the fifth day after being posted or the date of actual receipt,whichever is earlier. City address: City Manager Yakima City Hall 129 North 2nd Street Yakima,Washington 98901 Copy to: Office of Neighborhood Development Services City of Yakima 112 South 8th Street Yakima,Washington 98901 DEVELOPER: Catholic Charities Housing Services—Diocese of Yakima Physical address: 5301 Tieton Dr. STE G Yakima,WA 98908 With copies to: Kantor Taylor PC 901 Fifth Ave Avenue, Suite 1910 Seattle,Washington 98101 Attention: Mike Decina 21 of 28 City of Yakima 28 NEF Assignment Corporation 10 S. Riverside Plaza, Suite 1700 Chicago, Illinois 60606 Attn: General Counsel prof ectnotices@nefinc.org with subject line of SMT #81538 Barnes &Thornburg LLP 41 South High Street, Suite 3300 Columbus, Ohio 43215 Attn: Jordan Carr B. Title and paragraph headings are for convenient reference and are not a part of thisContract. C. In the event of conflict between the terms of this Contract and any terms or conditions contained in any attached documents, a conflict or inconsistency shall be resolved by giving precedence in the following order: 1. Appropriate provisions of state and federal statutes and regulations including HUD regulations governing this Project. 2. The terms,requirements, and standards of Notice CPD-21-10 (Exhibit B). 3. Terms and Conditions (Exhibit A). 4. Those other attachments incorporated by reference herein, including the statement of work and/or project description, and approved HUD budget, in the order in which they are attached. 5. City of Yakima Resolution authorizing this Contract. 6. Any other provisions whether incorporated by reference herein or otherwise, provided that nothing herein shall be construed as giving preference to provisions of this Contract and/or loan award over any provisions of law. D. No waiver or breach of any provision of this Contract shall constitute a waiver of a subsequentbreach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. E. The parties hereto agree that this Contract shall be construed and enforced according to thelaws of the State of Washington. The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County. F. Should any provisions, paragraphs, sentences, words or phrases contained in this Contract be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Washingtonor the City of Yakima, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Contract shall remain unmodified and in full force and effect. G. DEVELOPER shall comply with the provisions of the Copeland Anti-Kick-Back Act(18 U.S.C. 874) as supplemented in the AGENCY of Labor Regulations (29 CFR Part 3), asamended. H. DEVELOPER shall comply with the provisions of sections 103 and 107 of the Contract Work Hours and Safety Standard Act (40 U.S.C. 327-330) as supplemented by AGENCY of Labor regulations (29 CFR,Part 5), as amended. 22 of 28 City of Yakima 29 I. DEVELOPER further warrants and agrees to include or cause to be included the criteria and requirements of paragraphs (G) through (H) of this section in every nonexempt subcontract. The DEVELOPER also agrees to take such action as the federal, state or local government may direct to enforce aforesaid provisions. J. The obligations undertaken by DEVELOPER pursuant to this Contract shall not be delegated or assigned to any other person or agency unless CITY shall first consent to the performance orassignment of such service or any part thereof by another person or agency. K. This Contract shall be binding upon the parties hereto, their heirs, executors, legal representative, successors and assigns. Modifications to this Contract shall be in writing and executed by both parties, except for budget adjustments which process is specified above. L. DEVELOPER agrees to release, indemnify, defend, and hold harmless the CITY, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses damages and expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other governmental proceedings arising from or in connection with this Contract or the acts, failures to act, errors or omissions of the DEVELOPER, or any of DEVELOPER'S agents or subcontractors, in performance of this Contract, except for claims caused by the CITY'S sole negligence. The CITY's right to indemnification includes attorney's fees and costs associated with establishing the right to indemnification hereunder in favor of the CITY. M. DEVELOPER and its employees and agents shall be deemed to be independent contractors, and not agents or employees of the CITY, and shall not attain any rights or benefits under the civil service or pension ordinances of the CITY, or any rights generally afforded classified or unclassified employee; further they shall not be deemed entitled to state Compensation benefits as an employee of the CITY. N. Funding for this Contract is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds, or authorization, reduction of funds, and/or change in regulations. O. The use or disclosure by any party of any confidential information concerning a recipient or client for any purpose not directly connected with the City's or the DEVELOPER'S responsibilities with respect to services provided under this Contract is prohibited except on written consent of the recipient or client, their attorney or their responsible parent or guardian or as otherwise provided by law. P. DEVELOPER shall not assign or subcontract any portion of services provided within the terms of this Contract without obtaining prior written approval from the City; provided, that the parties acknowledge that the City will loan the funds awarded under this Contract to the Borrower. Any loan to Borrower of the awarded funds shall be subject to all terms of this Contract. All terms and conditions of this Contract shall apply to any approved subcontract or assignment related to the Contract. Q. It is understood and agreed by the parties hereto that if any part, term, or provision of this Contract is held by the courts to be illegal, the validity of the remaining provisions shall not be affected; and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If it should appear that any provision hereof is in conflict with any statutory provision of the United States or the State of Washington, said provisions which may conflict therewith shall be deemed modified to conform to such statutory provision. R. The parties to this Contract agree to deliver to the other party any additional documents that are necessary or reasonably necessary to carry out the purposes and intent of this Contract. 23 of 28 City of Yakima 30 EXHIBIT "B" [Insert Notice CPD-21-10] 24 of 28 City of Yakima 31 EXHIBIT "C" Catholic Charities Housing Services—Diocese of Yakima A.) PROPOSAL SUMMARY/PROJECT ABSTRACT B.) ASSESSMENT OF NEED/PROBLEM STATEMENT C.) PROGRAM GOAL AND OBJECTIVES Goal Objectives D.) METHODOLOGY E.) OUTCOMES &EVALUATION F.) BUDGET Casa de la Mora LLLP, an affiliate of Catholic Charities Housing Services — Diocese of Yakima will be reimbursed up to one million six-hundred thousand ($1,600,000.00) dollars between the contract execution date and end upon completion of the Project as subject to the terms and conditions of the Contract and the Budget Summary attached as Exhibit D. 25 of 28 City of Yakima 32 EXHIBIT "D" BUDGET SUMMARY 26 of 28 City of Yakima 33 EXHIBIT "D" RESOLUTION 27 of 28 City of Yakima 34 EXHIBIT "E" SUBSIDY ANALYSIS 28 of 28 City of Yakima 35 After recording return to: City of Yakima,ONDS 112 S.8th St. Yakima,WA.98901 Reference Number(s) of Documents Assigned or Released: N/A Grantor: Casa de la Mora LLLP _ Grantee: City of Yakima Abbreviated Legal Description: Ptn Sec 18 Twp 13N Rge 19E, SE Qtr SE Qtr and SE Qtr SW Qtr Lts 7 & 8, Blk 189, Estrn Add N Yakima W.T; Vo; A/19 Full Legal Description found on Exhibit A. Assessor's Property Tax/Parcel Number: 191318-44027 AFFORDABILITY COVENANT THIS AFFORDABILITY COVENANT is entered into on November ,2024, (the"Covenant") by and for the benefit of the City of Yakima, a municipal corporation, by its Office of Neighborhood Development Services ("City"), and Casa de la Mora LLLP, a Washington limited liability limited partnership ("Grantor") for consideration which is acknowledged to have been received. RECITALS WHEREAS, the City receives federal monies from the Department of Housing and Urban Development("HUD")under the HOME American Rescue Plan("HOME")which can be used to support homelessness assistance and supportive services; WHEREAS, the Grantor is the owner of the Property (defined below) located within the City of Yakima, legally described herein, and seeks to use HOME funding for acquisition, development and construction of a 73-unit affordable multifamily housing development to be located on the property located at approximately 115 N. 10th St.,Yakima, WA 98901 with assessor tax parcel no. 191318-44027, including to construct twenty-five (25) affordable housing units to be assisted with HOME-ARP funds (the "Assisted Units") for qualifying populations of the City in compliance with all HOME requirements and standards, including, without limitation, the Restrictive Covenant Page 1 of 8 36 Notice CPD-21-10: Requirements for the Use of Funds in the HOME-ARP Program ("Notice CPD-21-10"), and the Yakima HOME-ARP allocation plan; WHEREAS, in the interest of furthering its public policy of supporting homelessness assistance and supportive services, the City is willing to provide HOME funding to the Grantor under the terms and conditions of this Covenant, which will ensure that the property is used as affordable housing and in full compliance with all HOME requirements and standards, including, without limitation, Notice CPD-21-10, and the Yakima HOME-ARP allocation plan for a minimum of fifteen (15)years; WHEREAS, as a condition precedent to the granting of HOME funds to the Grantor, the City is requiring, and Grantor has agreed, that the Property will be subject to this Covenant; and NOW, THEREFORE, Grantor hereby declares that the Property described herein shall be held, sold, and conveyed, subject to the following covenants, conditions, and restrictions: 1. The Grantor agrees to the terms and conditions of this Covenant for the following property, in return for receiving HOME funds up to the amount of$1,600,000.00 for the construction of qualifying affordable housing(the"Project")on property located at approximately 115 N. 10th St.,Yakima,WA 98901 with assessor tax parcel no. 191318- 44027, legally described on Exhibit A attached hereto (referred to herein as "Property"). 2. The 25 Assisted Units in the Project will consist of 9 one-bedroom and 16 two- bedroom units.All 25 HOME-ARP Assisted Units shall be designated as floating units under HOME program regulations and may float among units of comparable size. Pursuant to the requirements for use of the HOME funds,the Grantor is required to covenant and agree that Assisted Units constructed with such funds shall be and remain affordable and shall at all times during the term of this Covenant be used for permanent rental housing residential purposes in accordance with terms of the HOME-ARP Program, and each of the Assisted Units shall restricted for occupancy by individuals and households who are considered members of"qualifying populations"as defined in Notice CPD-21-10, which include the following individuals or households: (a) Homeless, as defined in section 103(a)of the McKinney-Vento Homeless Assistance Act(42 U.S.C. 11302(a)); (b) At-risk of homelessness, as defined in section 401(1) of the McKinney-Vento Homeless Assistance Act(42 U.S.C. 11360(1)); Restrictive Covenant Page 2 of 8 37 (c) Fleeing, or attempting to flee, domestic violence, dating violence, sexual assault, stalking, or human trafficking, as defined by the HUD Secretary; (d) In other populations where providing supportive services or assistance under section 212(a)of the Act(42 U.S.C. 12742(a))would prevent the family's homelessness or would serve those with the greatest risk of housing instability; (e) Veterans and families that include a veteran family member that meet one of the preceding criteria. 3. The City shall have the right to inspect the Property during reasonable business hours and subject to the rights of tenants and confirm that it meets applicable state and local quality standards and code requirements. 4. The Grantor agrees to comply with all HOME standards and requirements, including, without limitation, the requirements included in Notice CPD-21-10. Notice CPD-21- 10 is hereby incorporated into the terms of this Covenant as if fully set forth herein. In the case of a conflict between the terms of this Covenant and the terms of Notice CPD- 21-10, the terms of Notice CPD-21-10 shall control. 5. The use restrictions shall continue to be in effect for a period of fifteen (15)years. The affordability period begins 30 days after the Project completion date which is anticipated to be prior to November 30, 2028. The project is considered complete or completed thirty days after the following have been completed, as determined by the City: 1. A Certificate of Occupancy has been submitted to the City; 2. A final inspection has been done by the City's Office of Neighborhood Development Services or its designee; 3. All required tenant information for the HOME Assisted Units is submitted to the City; 4. The project meets the definition of project completion under 24 CFR 92.2; 5. Final reimbursement is submitted and approved; and 6. Final draw and all accomplishment data has been entered into the HUD IDIS system and the activity is completed. 6. The project should be considered complete no later than November 30, 2028. Restrictive Covenant Page 3 of 8 38 7. The Property and Project is subject to ongoing compliance requirements and standards of this Covenant and of the HOME program for fifteen (15) years from the date of Project completion. The HOME program requirements and standards applicable to the Assisted Units include, without limitation, the requirements in Notice CPD-21-10. During this compliance period, Grantor will assure continued compliance with HOME requirements with respect to the Assisted Units. This includes, without limitation, ongoing property standards, occupancy,tenant protections and the following: a. Assisted Units restricted for qualifying populations must be occupied by households that met the definition of a qualifying population at the time of initial occupancy. The household's contribution toward rent during this period must be affordable in accordance with Section VI.B.14 of Notice CPD-21-10. The rents for these units must comply with the rent limitations established in Notice CPD-21-10, including the rent provisions specified in 24 CFR 92.252(i)(2) for households whose income increases above 80 percent of area median income and whose contribution to rent complies with the requirements in Section of Notice CPD-21-10. b. Assisted Units available for low-income households must be continuously occupied by households who are income eligible. The rents for these units must comply with the rent limitations established in Notice CPD-21-10, including the rent provisions specified in 24 CFR 92.252(i)(2) for households whose income increases above 80 percent of area median income. c. The Assisted Units must comply with the ongoing property condition standards of 24 CFR 92.251(f)throughout the compliance period as demonstrated by an on-site inspection within 12 months of project completion and an on-site inspection at least once every three years thereafter as required by 24 CFR 92.504. d. Each household that occupies a HOME-ARP Assisted Unit has an executed lease that complies with the tenant protections required in Section VI.B.19 of Notice CPD-21-10. Restrictive Covenant Page 4 of 8 39 Grantor,or any other party bound,directly or indirectly,by the obligations herein, shall provide to the City, written verification or such other written documentation as may be required by the City or HOME program requirements, to evidence and substantiate the qualification of any and all persons claiming to be eligible lessees, or, in the case of a property transfer, eligible purchasers, if requested by the City. All such evidence shall be satisfactory to the City in its sole and absolute discretion. Each party agrees to execute and deliver to the other party any documents that are necessary or reasonably necessary to carry out the purposes and intent of this Covenant. 8. Grantor agrees to notify City by certified mail, return receipt requested, or deliver notice of any proposed sale or change in owner, and a copy of the sales contract to the City at least 30 calendar days before the proposed Closing Date, at the following address: City of Yakima Attention: Office of Neighborhood Development Services 129 North 2nd Street Yakima, WA. 98901 9. City will notify the Grantor by regular and certified mail, return receipt, of any failure of the Grantor to fulfill the restriction of this Covenant. In the event of any sale, assignment, lease or use of an interest in the Property in violation of this Covenant, or any other default to this Covenant, and thirty (30) days written notice of such default or violation is provided, the City and its designees shall have the right to institute such actions or proceedings as it may deem necessary, desirable or appropriate for effectuating the purposes of this Covenant and enforcing the obligations set forth herein, including, without limitation: (i) the right to seek specific performance, (ii) injunctive relief and/or other equitable remedies including compelling the re-sale or leasing of an Assisted Unit; (iii)disgorgement of rents, sale proceeds or other proceeds in excess of rental rates and sale prices permitted by HUD from the Grantor of a sale or lease of the Property in violation of the Covenant, (iv) the right to seek reimbursement of the entire amount of HOME funds granted, or any portion thereof; (v) the remedy of rescission with respect to the conveyance of the Property not in compliance with this Covenant, and damages against the Grantor for breach of its obligations hereunder; and/or (vi) enforcement of any lien, deed of trust, or mortgage document, including foreclosure of the same. Any delay by the City in instituting or prosecuting any actions or proceedings with respect to default shall not operate as a waiver of such rights. If the City shall prevail in any such legal action to enforce this Covenant, then the person against whom the City shall prevail shall pay the City all of its costs and expenses, including reasonable attorneys' fees,incurred in connection with the City's efforts to enforce this Covenant. In the event the City is represented by the Restrictive Covenant Page 5 of 8 40 City Legal Department, reasonable attorneys' fees shall be calculated based on an equivalent amount that a private firm of comparable size to the City Legal Department would have charged for such representation based on the number of hours City employees prepared for and participated in any such litigation. This Covenant shall be governed by the laws of the State of Washington. Venue for any claim shall be Yakima County. 10. No persons shall on the grounds of race, color, national origin, religion, sex, or other protected class, be excluded from participation in any activity or program funded by HOME as per 24 CFR section 92.350. The City has adopted and follows the affirmative marketing requirements of 24 CFR section 92.351 and requires that Grantor do the same. 11. No employee, agent, consultant, elected official, or appointed official of recipients, sub-recipients, owner-developers, or contractors may obtain a financial interest or unit benefits from a HOME-assisted activity,either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. 12. Grantor agrees to maintain the property, keep property taxes current, and to carry property insurance adequate to cover the costs of reconstruction. 13. The restrictions and requirements of this Covenant shall be monitored by City of Yakima, Office of Neighborhood Development Services. This Covenant shall terminate fifteen(15)years after from the date of Project completion. Notwithstanding the foregoing, this Covenant may be terminated and/or released in whole or in part by the City in writing at any time, without notice to Grantor or any tenant of Grantor. Upon expiration of the affordability period set forth in this Covenant, the City of Yakima shall record a Termination of Covenant with the Yakima County Auditor's Office. 14. These covenants are and shall be binding upon the Property and shall run with the land for the period of time stated herein and until all obligations required to be performed under these Covenants are fulfilled. The rights and obligations of the City,the Grantor and their respective successors and assigns shall be binding upon and inure to the benefit of the foregoing parties and their respective successors and assigns; provided, however that, all the rights of the City pertaining to the monitoring and/or enforcement of the obligations of the Grantor hereunder shall not convey with the transfer of title or any lesser interest in the Property, but shall be retained by the City or such other transferee as the City may so determine. Restrictive Covenant Page 6 of 8 41 15. These Covenants may be amended, modified or released by an instrument in writing executed by the City. Any such amendment, modification or release shall relate back to the date of recordation of these Covenants. Any amendment by the City that amends modifies or releases the terms of these Covenants shall be recorded with the Yakima County Auditor's Office. 16. If any provision of this Covenant is held to be unenforceable or illegal for any reason, said provision shall be severed from all other provisions. Said other provisions shall remain in effect without reference to the unenforceable or illegal provision. 17. All notices under this agreement shall be sent to the following addresses: City of Yakima 129 N. 2nd Street Yakima, WA 98901 Casa de la Mora LLLP c/o Catholic Charities Housing Services- Diocese of Yakima 5301 Tieton Dr. STE G Yakima, WA 98908 With copies to: Kantor Taylor PC 901 Fifth Ave Avenue, Suite 1910 Seattle, Washington 98101 Attention: Mike Decina NEF Assignment Corporation 10 S. Riverside Plaza, Suite 1700 Chicago, Illinois 60606 Attn: General Counsel projectnotices@nefinc.org with subject line of SMT#81538 Barnes& Thornburg LLP 41 South High Street, Suite 3300 Columbus, Ohio 43215 Attn: Jordan Carr Restrictive Covenant Page 7 of 8 42 Changes to a notice address listed above shall be made by the party seeking to change its address in writing by certified mail to the other party. Notices to either party shall be mailed, certified mail,return receipt requested, or hand delivered. 18. This Covenant shall run with the land and shall be binding on Grantor's successors and assigns. Restrictive Covenant Page 8 of 8 43 IN WITNESS WHEREOF Grantor has executed the Covenant effective as of the date first written above. CASA DE LA MORA LLLP, a Washington limited liability limited partnership By: Mora Partners LLC, a Washington limited liability company, its General Partner By: Catholic Charities Housing Services—Diocese of Yakima, a Washington nonprofit corporation, its Manager By: E yat eetcham, Vice President STATE OF WASHINGTON ) ) ss. COUNTY OF YAKIMA ) I certify that I know or have satisfactory evidence that Bryan Ketcham is the person who appeared before me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Vice President of Catholic Charities Housing Services—Diocese of Yakima,a Washington nonprofit corporation,the Manager of Mora Partners LLC, a Washington limited liability company, the General Partner of Casa de la Mora LLLP, a Washington limited liability limited partnership,to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: 44*f "►,,,,,,,,,,,,,,,, .� Lda,c4— �.=moo ipt Print Name: {� akti l (win i u.57 _�G� ns: col Residing at: Z kk(I LU �" �_.0% BLIC " ;07•02. My appointment expires: _01.01.ion ,• 44.4 WASHING;.+*' y.,M........... • Restrictive Covenant Page 9 of 8 44 EXHIBIT A LEGAL DESCRIPTION The Land referred to herein below is situated in the County of Yakima, State of Washington, and is described as follows: PARCEL A: THE NORTH HALF OF THE SOUTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18,TOWNSHIP 13 NORTH, RANGE 19 EAST W.M., EXCEPT THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID TRACT, SAID POINT BEING NORTH 1° 55' WEST 330 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION; THENCE SOUTH 89° 52' WEST ALONG THE NORTH LINE OF SAID TRACT A DISTANCE OF 916 FEET; THENCE SOUTH 1° 55' EAST 168 FEET, MORE OR LESS,TO THE SOUTH LINE OF SAID TRACT; THENCE NORTH 89° 41' EAST ALONG THE SOUTH LINE OF SAID TRACT A DISTANCE OF 916 FEET TO THE EAST LINE THEREOF; THENCE NORTH 1° 55' WEST ALONG SAID EAST LINE TO THE POINT OF BEGINNING; EXCEPT THE WEST 48.7 FEET OF THE EAST 964.7 FEET, AS MEASURED ALONG THE SOUTH LINE AND PARALLEL WITH THE EAST LINE OF THE NORTH HALF OF THE SOUTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18,TOWNSHIP 13 NORTH, RANGE 19 EAST W.M. SITUATE IN YAKIMA COUNTY, WASHINGTON. PARCEL B: THAT PORTION OF EASTERN ADDITION TO NORTH YAKIMA, W.T., NOW YAKIMA, WASHINGTON, AS RECORDED IN VOLUME "A" OF PLATS, PAGE 19, DESCRIBED AS FOLLOWS: THAT PORTION LYING EAST OF 10TH STREET AND SOUTH OF "B" STREET, BEING A TRIANGULAR TRACT IN THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18,TOWNSHIP 13 NORTH, RANGE 19 EAST W.M., SITUATE IN YAKIMA COUNTY, WASHINGTON. PARCEL C: THAT PORTION OF THE NORTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18,TOWNSHIP 13 NORTH, RANGE 19 EAST, W.M., DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SUBDIVISION; THENCE SOUTH 89° 18' 58" EAST ALONG THE SOUTH LINE OF SAID SUBDIVISION 230.00 FEET; THENCE NORTH 0° 41' 02" EAST 7.00 FEET; THENCE NORTH 89° 18' 58" WEST PARALLEL TO THE SOUTH LINE OF SAID SUBDIVISION 94.00 FEET; THENCE SOUTH 88° 47' 00" WEST 136.12 FEET TO THE WEST LINE OF SAID SUBDIVISION; THENCE SOUTH 0° 20' 49" EAST ALONG SAID WEST LINE 250 FEET TO THE POINT OF BEGINNING. Restrictive Covenant—Exhibit A 45 SITUATE IN YAKIMA COUNTY, WASHINGTON. PARCEL D: THE NORTH 59.00 FEET OF THE SOUTH HALF OF THE SOUTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18,TOWNSHIP 13 NORTH, RANGE 19 EAST, W.M., EXCEPT THE EAST 1194.70 FEET, AS MEASURED ALONG THE NORTH LINE AND PARALLEL WITH THE EAST LINE THEREOF; AND EXCEPT RIGHT OF WAY FOR NORTH 10TH STREET, SITUATE IN YAKIMA COUNTY, WASHINGTON. PARCEL E: LOTS 7 AND 8, BLOCK 189, EASTERN ADDITION TO NORTH YAKIMA W.T. (NOW YAKIMA, WASHINGTON), RECORDED IN VOLUME A OF PLATS, PAGE 19, RECORDS OF YAKIMA COUNTY, WASHINGTON. Restrictive Covenant—Exhibit A 46 RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN TO: City of Yakima, ONDS 112 S. 8th St. Yakima, WA 98901 DEED OF TRUST (191318-44027) Grantor(Borrower): CASA DE LA MORA LLLP Grantee(Lender): THE CITY OF YAKIMA Grantee(Trustee): FIRST AMERICAN TITLE INSURANCE COMPANY Abbreviated Legal Description: Ptn Sec 18 Twp I3N Rge 19E,SE Qtr SE Qtr and SE Qtr SW Qtr Lts 7&8,Blk 189,Estrn Add N Yakima W.T;Vo;A/19 (Full Legal Description on Exhibit A) Assessor's Tax Parcel ID Number: 191318-44027 THIS DEED OF TRUST("Deed of Trust"), is made as of November , 2024, by CASA DE LA MORA LLLP , a Washington limited liability limited partnership, the address of which is 5301 Tieton Dr., STE G, Yakima, WA 98908 ("Grantor"), in favor of FIRST AMERICAN TITLE INSURANCE COMPANY, the address of which is 920 Fifth Avenue, Suite 1200, Seattle, WA 98104, and its successors in trust and assigns ("Trustee"), and the CITY OF YAKIMA, a municipal corporation of the State of Washington, the address of which is 129 North 2nd Street, Yakima, WA 98901 ("Beneficiary"). 1. Grant. Grantor hereby bargains, sells and conveys to Trustee in trust, for the benefit of Beneficiary,with power of sale,all of Grantor's right,title, and interest in the fee estate in the real property located in Yakima County, Washington described on Exhibit A hereto ("Property"), CITY OF YAKIMA PAGE 1 47 together with all tenements,privileges,reversions,remainders, irrigation and water rights and stock, oil and gas rights,royalties,minerals and mineral rights,hereditaments and appurtenances belonging or in any way pertaining to the Property, and the rents issues and profits thereof Said Property is not used principally, or at all, for agricultural or farming purposes. 2. Obligations Secured. This deed is given for the purpose of securing payment in the amount of ONE MILLION SIX HUNDRED THOUSAND and 00/100 DOLLARS ($1,600,000.00) according to the terms of a Promissory Note ("Note") of even date herewith, payable by Grantor to the Beneficiary including all renewals, modifications and extensions thereof 3. Lien Priority. This Deed of Trust shall be in a subordinate lien priority position against the Property as described in that certain Priority and Subordination Agreement of even date herewith between Beneficiary, Grantor and other parties with an interest in the Property. 4. Protection of Security. To protect the security of this Deed of Trust, Grantor covenants and agrees: 4.1. To keep the Property in good condition and repair;to permit no waste thereof; to complete any building, structure or improvement thereon which may be damaged or destroyed; and to comply with all laws, ordinances, conditions and restrictions affecting the property. 4.2. To pay before delinquent all lawful taxes and assessments upon the Property;to keep the Property free and clear of all other charges, liens, or encumbrances impairing the security of this Deed of Trust. 4.3. To keep all buildings now or hereafter on the Property continuously insured against loss by fire or other hazards in an amount not less than the replacement cost of the Property. 4.4. To defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of title search and attorney's fees in a reasonable amount, in any such proceeding, and in any suit brought by Beneficiary to foreclose this Deed of Trust. 4.5. To pay all costs, fees and expenses in connection with this Deed of Trust, including the expenses of the Trustee incurred in enforcing the obligation secured hereby and Trustee's and attorney's fees actually incurred, as provided by statute. 4.6. Should Grantor fail to pay when due any taxes, assessments, insurance premiums,liens,encumbrances or other charges against the Property,Beneficiary may pay the same, and the amount so paid shall be added to and become a part of the debt secured by this Deed of Trust. 5. General Conditions. The parties hereto agree that: 5.1. In the event any portion of the Property is taken or damaged in an eminent domain proceeding, subject to the rights of senior lien holders, if any, Grantor shall have the right to CITY OF YAKIMA PAGE 2 48 apply the entire amount of the award to rebuild the Property, provided that (a) such proceeds are sufficient to rebuild the project in a manner that provides adequate security to Beneficiary for repayment of the Note or if such proceeds are insufficient then Grantor shall have funded any deficiency, (b) Beneficiary shall have the right to approve plans and specifications for any major rebuilding and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or similar arrangement, which approval shall not be unreasonably withheld,delayed or conditioned,and(c)no material default then exists under the Note or this Deed of Trust unless such default was caused by the act or omission of Beneficiary. If the casualty or condemnation affects only part of the project and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial repayment of the Note in a manner that provides adequate security to Beneficiary for repayment of the remaining balance of the Note. If Grantor elects not to rebuild, the entire amount of the award or such portion as may be necessary to fully satisfy this obligation secured hereby, shall be paid to Beneficiary to be applied to said obligation. 5.2. By accepting payment of any sum secured hereby after its due date, Beneficiary does not waive its right to require prompt payment when due of all other sums so secured or to declare default for failure to so pay. 5.3. The Trustee shall reconvey all or any part of the Property covered by this Deed of Trust to the person entitled thereto on written request of the Grantor and the Beneficiary, or upon satisfaction of the obligations secured and written request for reconveyance made by the Beneficiary or the person entitled thereto in substantially the form of Exhibit B attached hereto. 5.4 Power of Sale - Pursuant to Chapter 61.24 of the Revised Code of Washington and upon default by Grantor without timely cure and after written notice of thirty(30) days in the payment of any indebtedness secured hereby or within one hundred twenty (120)days of written notice following a default in the performance of any non-monetary agreement contained in this Deed of Trust, the Note, the Covenant(as defined in the Note), or the Contract (as defined in the Note), plus such additional time as is reasonably necessary to cure the default as may be granted by the Beneficiary in accordance with Section 8.2 of the Note, all sums secured hereby shall immediately become due and payable. In such event and upon written notice of Beneficiary, the property shall be sold, in accordance with the Deed of Trust Act of the State of Washington, at public auction to the highest bidder. Any person may bid at the Trustee's sale. Subject to the rights of the beneficiary or beneficiaries of any senior deed of trust, the proceeds of the sale shall be applied as follows: (1) to the expense of the sale, including a reasonable Trustee's fee and attorney's fee; (2) to the obligation secured by this Deed of Trust; (3)the surplus, if any, shall be distributed to the person or persons entitled thereto. Notwithstanding the foregoing, upon default by Grantor, Grantor's limited partner, NEF Assignment Corporation, as nominee, an Illinois not- for-profit corporation ("Limited Partner") shall be given written notice as specified in the Affordability Covenant, and any cure of any default made or tendered by Limited Partner shall be accepted or rejected by Beneficiary on the same basis as if made or tendered by Grantor. 5.5. A Trustee shall deliver to the purchaser at the sale its deed,without warranty, which shall convey to the purchaser the interest in the property which Grantor had or had the power CITY OF YAKIMA PAGE 3 49 to convey at the time of the execution of this Deed of Trust,and such as Grantor may have acquired thereafter. Trustee's deed shall recite the facts showing that the sale was conducted in compliance with all the requirements of law and of this Deed of Trust, which recital shall be prima facie evidence of such compliance and conclusive evidence thereof in favor of a bona fide purchaser for value. 5.6. The power of sale conferred by this Deed of Trust and by the Deed of Trust Act of the State of Washington is not an exclusive remedy;Beneficiary may cause this Deed of Trust to be foreclosed as a mortgage. 5.7. Beneficiary may at any time appoint or discharge the Trustee. 5.8. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto and their successors and assigns. The terms "Grantor", "Trustee", and `Beneficiary" include their successors and assigns. 5.9 Grantee, City of Yakima, shall not be responsible or pay any costs associated with this Deed of Trust or Reconveyance. All costs, including,but not limited to, costs of recording or costs incurred by Trustee Title Company, shall be paid by the Grantor. [Signature Pages to Follow] CITY OF YAKIMA PAGE 4 50 IN WITNESS HEREOF, the undersigned has executed this Deed of Trust as of the day and year first written above. GRANTOR: CASA DE LA MORA LLLP, a Washington limited liability limited partnership By: Mora Partners LLC, a Washington limited liability company, its General Partner By: Catholic Charities Housing Services—Diocese of Yakima, a Washington nonprofit corporation, its Manager By: rya Ketcham, Vice President STATE OF WASHINGTON ) )ss. COUNTY OF YAKIMA ) I certify that I know or have satisfactory evidence that Bryan Ketcham is the person who appeared before me and said person acknowledged that they signed this instrument,on oath stated that they were authorized to execute the instrument and acknowledged it as the Vice President of Catholic Charities Housing Services—Diocese of Yakima, a Washington nonprofit corporation, the Manager of Mora Partners LLC, a Washington limited liability company, the General Partner of the Grantor to be the free and voluntary act such party for the uses and purposes mentioned in the instrument. DATED: 1tlr,, l ��i'`!'1 • ,,,,,H1,rn,Hrrh, apP Gt,,,, is 4Y111710 V4- `el,f.. ....(ioinram 5.1 (Print Name) Ko el (win Ni t o((1 Ica NOTARY Co: Residing at Cal wti 4 PUBt IG My appointment expires: 01.0-1: a1,oz. ' ©p , . G�a rk N CITY OF YAKIMA- SIGNATURE PAGE 51 EXHIBIT A LEGAL DESCRIPTION The Land referred to herein below is situated in the County of Yakima, State of Washington, and is described as follows: PARCEL A: THE NORTH HALF OF THE SOUTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18,TOWNSHIP 13 NORTH, RANGE 19 EAST W.M., EXCEPT THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID TRACT, SAID POINT BEING NORTH 1° 55' WEST 330 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION; THENCE SOUTH 89° 52' WEST ALONG THE NORTH LINE OF SAID TRACT A DISTANCE OF 916 FEET; THENCE SOUTH 1° 55' EAST 168 FEET, MORE OR LESS, TO THE SOUTH LINE OF SAID TRACT; THENCE NORTH 89° 41' EAST ALONG THE SOUTH LINE OF SAID TRACT A DISTANCE OF 916 FEET TO THE EAST LINE THEREOF; THENCE NORTH 1° 55' WEST ALONG SAID EAST LINE TO THE POINT OF BEGINNING; EXCEPT THE WEST 48.7 FEET OF THE EAST 964.7 FEET, AS MEASURED ALONG THE SOUTH LINE AND PARALLEL WITH THE EAST LINE OF THE NORTH HALF OF THE SOUTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18,TOWNSHIP 13 NORTH, RANGE 19 EAST W.M. SITUATE IN YAKIMA COUNTY, WASHINGTON. PARCEL B: THAT PORTION OF EASTERN ADDITION TO NORTH YAKIMA, W.T., NOW YAKIMA, WASHINGTON, AS RECORDED IN VOLUME "A" OF PLATS, PAGE 19, DESCRIBED AS FOLLOWS: THAT PORTION LYING EAST OF 10TH STREET AND SOUTH OF "B" STREET, BEING A TRIANGULAR TRACT IN THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18,TOWNSHIP 13 NORTH, RANGE 19 EAST W.M., SITUATE IN YAKIMA COUNTY, WASHINGTON. PARCEL C: THAT PORTION OF THE NORTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18,TOWNSHIP 13 NORTH, RANGE 19 EAST, W.M., DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SUBDIVISION; THENCE SOUTH 89° 18' 58" EAST ALONG THE SOUTH LINE OF SAID SUBDIVISION 230.00 FEET; THENCE NORTH 0° 41' 02" EAST 7.00 FEET; HOME LOAN DEED OF TRUST EXHIBIT A 52 THENCE NORTH 89° 18' 58" WEST PARALLEL TO THE SOUTH LINE OF SAID SUBDIVISION 94.00 FEET; THENCE SOUTH 88° 47' 00" WEST 136.12 FEET TO THE WEST LINE OF SAID SUBDIVISION; THENCE SOUTH 0° 20' 49" EAST ALONG SAID WEST LINE 250 FEET TO THE POINT OF BEGINNING. SITUATE IN YAKIMA COUNTY, WASHINGTON. PARCEL D: THE NORTH 59.00 FEET OF THE SOUTH HALF OF THE SOUTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18,TOWNSHIP 13 NORTH, RANGE 19 EAST, W.M., EXCEPT THE EAST 1194.70 FEET, AS MEASURED ALONG THE NORTH LINE AND PARALLEL WITH THE EAST LINE THEREOF; AND EXCEPT RIGHT OF WAY FOR NORTH 10TH STREET. SITUATE IN YAKIMA COUNTY, WASHINGTON. PARCEL E: LOTS 7 AND 8, BLOCK 189, EASTERN ADDITION TO NORTH YAKIMA W.T. (NOW YAKIMA, WASHINGTON), RECORDED IN VOLUME A OF PLATS, PAGE 19, RECORDS OF YAKIMA COUNTY, WASHINGTON. HOME LOAN DEED OF TRUST EXHIBIT A 53 EXHIBIT B REQUEST FOR FULL RECONVEYANCE TO BE USED ONLY WHEN ALL OBLIGATIONS HAVE BEEN PAID AND ALL DUTIES PERFORMED UNDER THIS DEED OF TRUST. TO: TRUSTEE: The obligations thus secured have been fully paid duties performed and satisfied, and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel evidence of indebtedness secured by said Deed of Trust delivered to you with said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you hereunder. Dated Name Title HOME LOAN DEED OF TRUST EXHIBIT B 54 PROMISSORY NOTE (191318-44027) Yakima, Washington November , 2024 FOR VALUE RECEIVED,the undersigned("Borrower")promises to pay to the order of the City of Yakima, a municipal corporation at its offices at 112 S. 8th St., Yakima, WA 98901 or at such other place as the holder of this Note("Holder")may from time to time designate in writing, the sum of ONE MILLION SIX HUNDRED THOUSAND AND 00/100 DOLLARS ($1,600,000.00) or so much thereof as has been advanced, in lawful money of the United States, with interest thereon from the date of this Note until paid at the rate set forth below. 1. Interest Rate. Interest shall accrue on the unpaid principal balance of this Note at the rate of one percent(1.0%) simple interest per annum and calculated at the basis of a 360 day year("Note Rate"). 2. Payments. Payments shall be deferred until the Maturity Date(defined below)at which time the full balance of principal and accrued interest shall be due and payable; provided, that the funds loaned are subject to earlier repayment as provided in that certain Contract between the City of Yakima Office of Neighborhood Development Services and Catholic Charities Housing Services — Diocese of Yakima ("Developer") dated of even date herewith ("Contract"). Specifically the funds are subject to repayment in the event the Project(as defined in the Contract) does not meet the Project Requirements (as outlined in the Contract) or if Borrower or Developer violates any provisions of the Contract,Note,Deed of Trust,Covenant, or any other loan documents (collectively the "Loan Documents") between any of the parties to the Loan Documents with regards to HOME, HUD, or ARP requirements. 3. Maturity. Unless sooner repaid by Borrower or unless due and payable earlier in accordance with the terms of the Contract, the entire unpaid principal balance of this Note, plus any accrued but unpaid interest, and all other amounts owing shall be due and payable on November 30, 2079(the"Maturity Date"). 5. Prepayment. Borrower may, upon twenty (20) days' prior written notice to Holder,prepay the obligation under this Note in full or in part without penalty or premium. 6. Late Charge. If any amount payable hereunder is paid more than fifteen(15)days after the due date thereof, Borrower promises to pay a late charge of one percent (1%) of the delinquent amount as liquidated damages for the extra expense in handling past due payments. 7. Security & Incorporation. This Note is secured by a Deed of Trust ("Deed of Trust")and Affordability Covenant("Covenant")both of even date herewith and executed by the PROMISSORY NOTE- PAGE 1 55 Borrower, encumbering Borrower's interest in certain real property located in Yakima County, Washington("Property"). The terms and conditions of the Contract are fully incorporated into the terms of this Note. A default by Developer under the terms and conditions of the Contract shall be deemed a material non-monetary default under this Note. 8. Default; Remedies. If default is made in the payment of any amount payable hereunder when due or in the keeping of any covenant of the Deed of Trust,Covenant,or Contract, then, at the option of Holder,the entire indebtedness evidenced hereby shall become immediately due and payable,provided that Holder shall first give Borrower and NEF Assignment Corporation, its successors and/or assigns("Limited Partner")notice and opportunity to cure in accordance with Sections 8.1-8.2 ofthis Note prior to exercising any rights hereunder,and in addition,if Borrower's Limited Partner elects to cure the default,the Holder agrees to accept such performance as though the same had been done or performed by the Borrower. Notwithstanding the foregoing, upon default, and without notice or demand, all amounts owed under this Note, including all accrued but unpaid interest,shall at the option of the Holder thereafter bear interest at the rate of five percent (5%) per annum above the Note Rate ("Default Rate") until such default is cured. Failure to exercise any option granted to Holder hereunder shall not waive the right to exercise the same in the event of any subsequent default. Interest at the Default Rate shall commence to accrue upon default under this Note, including the failure to pay this Note at maturity. 8.1. Monetary Default. If a monetary event of default occurs under the terms of this Note, the Contract, the Deed of Trust or any other loan document, prior to exercising any remedies thereunder, Holder shall give Borrower and its Limited Partner written notice of such default. Borrower shall have a period of thirty (30) days after such notice is given within which to cure the default prior to exercise of remedies under Section 8 of this Note,or such longer period of time as may be specified by Holder at its sole discretion. 8.2. Non-Monetary Default. If a non-monetary event of default occurs under the terms of this Note, the Contract, the Deed of Tnist or any other loan document, prior to exercising any remedies thereunder, Holder shall give Borrower and its Limited Partner written notice of such default. If the default is reasonably capable of being cured within one hundred twenty(120) days, Borrower shall have such period to effect a cure prior to exercise of remedies by Holder under the Deed of Trust,or such longer period of time as may be specified by Holder at its sole discretion. If the default is such that it is not reasonably capable of being cured within one hundred twenty (120) days or such longer period if so specified, and if Borrower (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Holder. In no event shall Holder be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within one hundred eighty (180)days after the first notice of default is given,or such longer period of time as may be specified by Holder at its sole discretion. If Borrower fails to take corrective action or to cure the default, the Limited Partner may remove and replace the General Partner (as defined in the Borrower's Amended and Restated Limited Partnership Agreement dated on or about the date hereof ("Partnership Agreement")) with a substitute General Partner who shall effect a cure within a PROMISSORY NOTE- PAGE 2 56 reasonable time thereafter in accordance with the foregoing provisions. The withdrawal,removal, and/or replacement of the General Partner of Borrower pursuant to the terms of the Borrower's Partnership Agreement shall not constitute a default under the Note or Deed of Trust,and any such actions shall not accelerate the maturity of the Note. For the avoidance of doubt, the transfer or assignment of a Limited Partner interest in the Borrower shall not constitute a default under any loan document, nor require the consent of Holder. 9. Attorneys' Fees. In the event of any default under this Note, or in the event that any dispute arises relating to the interpretation, enforcement or performance of this Note, the Holder shall be entitled to collect from Borrower on demand all fees and expenses incurred in connection therewith, including but not limited to reasonable fees of attorneys, accountants, appraisers, environmental inspectors, consultants, expert witnesses, arbitrators, mediators and court reporters. Without limiting the generality of the foregoing,Borrower shall pay all such costs and expenses incurred in connection with: (a)arbitration or other alternative dispute resolution proceedings, trial court actions and appeals; (b)bankruptcy or other insolvency proceedings of Borrower, any guarantor or other party liable for any of the obligations of this Note or any party having any interest in any security for any of those obligations; (c)judicial or nonjudicial foreclosure on,or appointment of a receiver for,any property securing this Note;(d)post-judgment collection proceedings;(e)all claims, counterclaims, cross-claims and defenses asserted in any of the foregoing whether or not they arise out of or are related to this Note or any security for this Note; (f)all preparation for any of the foregoing; and (g)all settlement negotiations with respect to any of the foregoing. 10. No Assignment. The rights and obligations of the parties hereunder shall not be assignable,either voluntarily or by operation of law,without the written consent of the other party; provided,that the execution and delivery of the purchase option and right of first refusal agreement described in the Partnership Agreement shall not constitute a default under the Note or Deed of Trust or accelerate the maturity of the Note thereunder. Any requisite consent of Holder to(a)the exercise of said purchase option and right of first refusal agreement by the Developer or the Borrower's general partner identified therein, and to (b) the assumption without penalty of Note obligations by the Developer or the Borrower's general partner and the release of Borrower from such obligations shall not be unreasonably withheld, conditioned or delayed. Subject to any such consent requirement, the exercise of rights under such agreement(s) shall not constitute a default or accelerate maturity of the Note. 11. Casualty, Condemnation, Ete. In the event of any fire or other casualty to the project or eminent domain proceedings resulting in condemnation of the project or any part thereof, Borrower shall have the right to rebuild the project, and to use all available insurance or condemnation proceeds therefor, provided that (a) such proceeds are sufficient to rebuild the project in a manner that provides adequate security to Holder for repayment of the Note or if such PROMISSORY NOTE- PAGE 3 57 proceeds are insufficient then Borrower shall have funded any deficiency, (b) Holder shall have the right to approve plans and specifications for any major rebuilding and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or similar arrangement,which consent shall not be unreasonably withheld,delayed or conditioned, and (c) no material default then exists under the Note, Deed of Trust, Covenant or other loan documents, unless such default was caused by the act or omission of the Holder. If the casualty or condemnation affects only part of the project and total rebuilding is infeasible,then proceeds may be used for partial rebuilding and partial repayment of the Note in a manner that provides adequate security to Holder for repayment of the remaining balance of the Note. 12. Force Maieure. There shall be no default for construction or rehabilitation delays beyond the reasonable control of Borrower, provided that such delays do not exceed one hundred eighty(180)days,or such longer period of time as may be specified in the Note or Deed of Trust. 13. Non-recourse.This obligation shall be non-recourse to Borrower and the Holder's sole recourse with respect to this Note shall be the right to foreclose under the Deed of Trust. Neither Borrower nor any partner of Borrower shall have any personal liability for repayment of this Note. For the purpose of clarity this provision shall have no effect on the liability of Developer under the terms of the Contract. 14. Notices. All notices or other communication which shall or may be given pursuant to this Note shall be in writing and shall be delivered by personal service,by overnight courier or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; after one (1) business day if sent by overnight courier or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. City address: City Manager Yakima City Hall 129 North 2nd Street Yakima, Washington 98901 Copy to: Office of Neighborhood Development Services City of Yakima 112 South 8th Street Yakima, Washington 98901 Borrower: Casa de la Mora LLLP c/o Catholic Charities Housing Services — Diocese of Yakima 5301 Tieton Dr. STE G Yakima, Washington 98908 PROMISSORY NOTE- PAGE 4 58 With copies to: Kantor Taylor PC 901 Fifth Ave Avenue, Suite 1910 Seattle, Washington 98101 Attention: Mike Decina NEF Assignment Corporation 10 S. Riverside Plaza, Suite 1700 Chicago, Illinois 60606 Attn: General Counsel projectnotices@nefinc.org with subject line of SMT #81538 Barnes & Thornburg LLP 41 South High Street, Suite 3300 Columbus, Ohio 43215 Attn: Jordan Carr 15. Miscellaneous. (a) Every person or entity at any time liable for the payment of the indebtedness evidenced hereby waives presentment for payment, demand and notice of nonpayment of this Note. Every such person or entity further hereby consents to any extension of the time of payment hereof or other modification of the terms of payment of this Note,the release of all or any part of the security hereof or the release of any party liable for the payment of the indebtedness evidenced hereby at any time and from time to time at the request of anyone now or hereafter liable therefor. Any such extension or release may be made without notice to any of such persons or entities and without discharging their liability. (b) The headings to the various sections have been inserted for convenience of reference only and do not define, limit, modify, or expand the express provisions of this Note. (c) Time is of the essence under this Note and in the performance of every term, covenant and obligation contained herein. (d) This Note is made with reference to and is to be construed in accordance with the laws of the State of Washington. (e) Venue for any disputes associated with this Note shall lie in Yakima County, Washington. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. PROMISSORY NOTE- PAGE 5 59 [Signature Page to Follow] PROMISSORY NOTE- PAGE 6 60 Signature Page to Promissory Note DATED as of the day and year first written above. BORROWER: CASA DE LA MORA LLLP, a Washington limited liability limited partnership By: Mora Partners LLC, a Washington limited liability company, its General Partner By: Catholic Charities Housing Services—Diocese of Yakima, a Washington nonprofit corporation, its Manager � - By: 2 y Ketcham,Vice President PROMISSORY NOTE-HOME SIGNATURE PAGE 61 -.. CASA DE LA MORA ---- ---s - YAKIMA, WASHINGTON : , II I . .4i,,. ‘,..... .., , , , , , 1 _ 1, -__________ ________ ,_ _, i. 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SEE ELECTRICAL DRAWINGS FOR SITE o Q LIGHTING & POWER DISTRIBUTION. co ii U L1J 92 3. SEE LANDSCAPE DRAWINGS FOR PLANTING w B - iii & IRRIGATION. w c o Q -4. r9 INDICATES ACCESSIBLE PARKING Q c N STALL Q = Eg o N U czLLo © 5. RI INDICATES EV CHARGING STALL, SEE CO Q ,r } . - 0 s ELECTRICAL DRAWINGS o a N < 4 � +, 3 6. ACCESSIBLE ROUTES (SIDEWALKS, CROSSWALKS, ETC) SHALL BE 5% MAX SLOPE IN THE DIRECTION OF TRAVEL AND 111411 2% MAX CROSS SLOPE. 1. CURB RAMPS SHALL BE 1:12 MAX SLOPE IN THE DIRECTION OF TRAVEL AND 2% MAX CROSS SLOPE. 8. RAMPS SHALL BE 1:12 MAX SLOPE IN THE DIRECTION OF TRAVEL AND 2% MAX CROSS SLOPE. RAMP LANDINGS SHALL BE 2% MAX SLOPE IN ANY DIRECTION $ 30 FEET MAX BETWEEN LANDINGS °1. LANDINGS AT DOORS & STAIRS SHALL BE 2% MAX SLOPE IN ANY DIRECTION. /J NO. DATE BY REVISIONS ZONING: RD (REGIONAL DEVELOPMENT) 0 SETBACKS: FRONT: 30' FROM GL O� ROW re EXIST GALV CHAIN-LINK , I L I I (LOCAL ACCESS STREET) U U u SIDE: 20' OR HALF HEIGHT OF BUILDING FENCE TO REMAIN 12" HIGH GALV CHAIN-LINK FENCE, (NORTH, ADJACENT TO R-3) \\, ' - , 6" INSIDE PROPERTY LINE SIDE: 0' (EAST $ SOUTH, ADJACENT TO RD) I REAR: 0' (ADJACENT TO RD) 72" GALV CHAIN-LINK FENCE, 12" HIGH COATED CHAIN-LINK FENCE WITH v 6" INSIDE PROPERTY LINEPRIVACY SLATS, 6" INSIDE PROPERTY LINE,. . j' "CVii\lir \iii ° 1� r OR BID ALTERNATE #4 l BUILDING HEIGHT: N71 30'47"E 23.1q' I \ MAX ALLOWED HEIGHT: 50'-0" OO (/ (7.&A NOO°20'14"W 14.21' S8q°18'27"E g4.00' A 502°03'37"W 7.00' I MAX PROVIDED HEIGHT: ± 48'-0" N88°47'31"E 136.2q' e�_=�-w..._�-wL,.���.� .k 1 �k SSq°18'27"E 31.2q' REQUIRED PARKING: - l!� SSq°18'27"E 122.64'O O �� rn N �. w� I 0.5 STALLS PER DWELLING UNIT N SETBACK FROM R-3: t► *. .t ,t '`.O CD - , i — I DWELLING UNITS: 73x0.5 = 37 STALLS O , HALF BLDG HT (48' = 24')_ A� n O_ cl Q v N ir SMOKING SHELTER, ens . '� _ 1-1 I- I x x x _ x x SEE 1 q/AC501 PROVIDED PARKING: 81'-1" 55 STALLS 14'-5" 7�/�/� 1<,/f%/%/j I 1 ttl ---- i X FIRE TRUCK �� ���/ y 1 ----' X x TURN AROUND � DOG STATION, /-«//////��2A�//)/ ,// I REQUIRED ACCESSIBLE STALLS: SEE 14/AG502 PARCEL.: 1 g13184402 I / 2% OF TOTAL PARKING - 2 O I- �" / ---.. RETAINING WALL, 55X2% = 2 STALLS (4 SP C cl'-0' 0 'A p. 73-UNIT 4-STORY MULTI-FAMILY BLDG I SEE 7/AG5�2 PROVIDED ACCESSIBLE STALLS: = 36'-O" �\ PLAY AREA w/ 48" HIGH % 30'-0"1 UTILITY 5 (INCLUDING 2 VAN STALLS) \ A COATED CHAIN-LINK FENCE OA ♦ / • - - - ` EASEMENT \ \ ; L-- / BENCH, SEE 0 0 0 I I REQUIRED EV STALLS \ p / 4/AC502 / /././ , /// ( 42" HIGH GUARD RAIL 10% EVSE: 6 \` 3����� 9 PROJECT SIGN, , / , / / � /����� //���� � O I O SEE O AG02 WALL, 10% ADDITIONAL W \ O 5 r SEE q/AG501 x x r������//.� �����//� ♦ U� m INFRASTRUCTURE & GAPAGITY: 6 0 _Nii 25/o EV OUTLETS FOR FUTURE: 14 ' \ _ / •►. .La 12 r E ln n c in ryi — l 45% TOTAL CAPACITY: 26 } ` 14' 2 TRASH CAN i �a O O - \\ I �/ W 6 j, 14 L. PROVIDED EV STALLS +� Z In \ �� ��� N /j, BIKE RACKS, �1 O ,,,___ dJ EVSE: 6 (L 0 \ 2 \� r SEE18/AC501 /�' O .\ --�- a �, �i fi �� r'A K & 13/AG501 T ♦ j N ADDITIONAL INFRASTRUCTURE: 6 W H Z . 0� (15) SPACES C q'-O" = 135'-O' i----— 20'-O" 4q'-O" ♦ Tq'�'� O EV OUTLETS : 14 H Z j 0 <t _ I TOTAL CAPACITY: 26 l.) x - 2 15'-q" l 8 �� �,0 �,0 I 4' O"I I O < _ 0 ° 1 N (15) SPACES @ q'-0" = 1135'-O" ___.k... -1\ ,� _ I I LOT COVERAGE: 4( A IC- �� �� 00 / 11 ` .� � ae 1,e oe az _—_— � BLDG FOOTPRINT 18,362 S� 25% __ _ < W Z I % \4-, 'O i'6,o, O 2X2- a©©�©©©© I r ® IMPERVIOUS SURFACE AREA: 2q,146 SF 40% �' • ' \`/\`/ 1 1 1 1FL4( c-- ® I I OPEN SPACE AREA: 25,82-1 SF 35% u (L/o /i ® .� Nit ; © ��0� SWALE J J 72" HIGH COATED ~ Y 2\ �0 vI ♦ J / -CHAIN-LINK FENCE TOTAL PARCEL SIZE 13,335 SF _ \ d fi� 12' x 25' / 0�0 - _WITH PRIVACY (1.68 ACRES) fi .% �� —0 k-y� �, A LOADI ZONE I I �i 4 v SLATS, OR BID \ <- x `c- -ALTERNATE #4 V 0 r ® I-I x NSq°20'27"W 230.00' x x x x �� — _ '�`� 13 TYP - i_i KEYED SITE NOTES 1- \ A x 0 > �� °O _ = -� ki x w L \ -0 (10) SPACES @ q' O' q0'-O' r 1 0 EV CHARGING STALL (LEVEL 2 EVSE) w I— LD Z N ..„©©•©©©©©©i I , I I \`) EV READY STALL (PROVIDE RECEPTACLE ILIJ 72" HIGH COATED CHAIN-LINK FENCE WITH MASONRY TRASH ENCLOSURE LLI o n y I IN UNDERGROUND ENCLOSURE) D \ % 0 0- I I I I PRIVACY SLATS, 6" INSIDE PROPERTY LINE, w/ GONG SLAB, SEE 1/AG502 QJ \ \ (N fi� ,AMIP f D n I L- I I ) ry OR BID ALTERNATE #4 O EV CAPABLE STALL (TERMINATE CONDUIT SEAL ..O N Q ° 72" HIGH COATED CHAIN-LINK FENCE WITH IN UNDERGROUND ENCLOSURE) �I \ P �- �+� x x - In PRIVACY SLATS, 6" INSIDE PROPERTY LINE p \ N8q°20'27"W 125.02' !' DUAL-PORT EVSE $ BOLLARD, PROVIDE 011 MASONRY TRASH ENCLOSURE 25' CHARGING GABLE AT ACCESSIBLE REGISTERED (5 "P w/ GONG SLAB, SEE 5/AC502 PARKING STALLS, SEE DETAILS ON AC501 ARCHITECT _1 0Q \ AND ELECTRICAL SHEETS 27�y,� , 72" HIGH COATED CHAIN-LINK FENCE WITH // /� to 0 BOLLARD AND RECEPTACLE, SEE MARK S.KING v PRIVACY SLATS, 6" INSIDE PROPERTY LINE, DETAILS ON AG501 AND ELECTRICAL STATE OF WASHINGTON �I STOP FENCE AT SIDEWALK SHEETS O 8/9/2024 N KS) HANDHOLE, FLUSH WITH ADJACENT CURB, ESEE DETAILS ON AC5O1 AND ELECTRICAL ui SHEETS 10/AC5O1 I- PROJECT NO. > T 2406 y TYPE 'A' SIGN, SEE10/AC501 ID DRAWN: TYPE 'B' SIGN, SEE SMD / RJB CHECKED: ARCHITECTURAL SITE PLAN NORTH TYPE 'C' SIGN ABOVE TYPE 'A' SIGN WAF A 10 TYPE 'C' SIGN ABOVE TYPE 'B' SIGN DATE: 0S/0q/2024 X1" = 30'-0" <L /� 0 \ / TYPE 'D' SIGN DRAWING NO. m c0 12 TYP 'E' SIGN di ry 0 PAINTED STRIPING $ STALL LABELS AG 1 O 1 O 0, 14 PAINT CURB RED AT NO PARKING & FIRE LANE xCID w r -.. w a) 63 01 M O Q co U w w 0 - 0 O r A CV 0 O. Q CQCO QV w �z °°C� No N CO 0 Eo r 1 2 S 10 roo O 292'-6" I I 4'-O' 19'--7" / 12'-11" / 11'-4 1/8" / 25'-0 /8" / 19'-0" / 25'-4" / 20'-0" / 13'-3" le 12'-9" / 20'-0" / 26'-0" / 22'-0" / 26'-0" / 22'�0" / 13'-3" / 14'-11 1-7/2564'--7 239/256-4" ar 6-1" e 5'-3" 6'-1 1/E5'-10 /8" 12'-10" at 6'-4" 4'-8" 9'-4" 5'-0"e 6'-4" 12'-6" Jr 6'-6" 5'-0"alr 10'-0" alr 5-0" 6'-6" jr 6'-9" 6'-3" 6'-6" 5'-0" 10'-0" 5'-0"e 6'-6" 13'-0" 6'-6" 5'-6" 11'-0" 5'-6" 6'-6" 13'-0" 6'-6" 5'-6" i 11'-0" 5'-6" 6'-6" 6'-9" jr ip alr 1 alp O I I I I I I I 11_, 1 1 1 1 :n 1 1 1 1 1 1 1 k 1 1 1 1 �' - — — � - .a I— a �.a — 5 — � — �.a S— — � — �._� 1�— J — 1— — 1 — 1 — 1 — I — — I — — � — —� — t — 1 — — — O N �� --■ — a -��— — �— — I I I I I I o N . I I I I I I I I 0 o III 2 BR UNIT 1 BR ACC 2 BR UNIT . 3 BR ACC '- —1 - - =_ ___ :-= I - - - - =_113 UNIT 117 UNIT I ��, � - - o r N 115 ELEG 121 I O _ [1I �IF Ili 119 Ilui _ 13 BR UNIT 1 BR UNIT 1 BR UNIT 1 BR UNIT 1 BR UNIT LI - NO. DATE BY 1 . . is I 125 121 129 130 131 REVISIONS N oo 00 •o ] 0 0 ,e1 C? 111 III :Ilk— 00 im worlAr..e'l la n I I gm • • mg Kid COM Br • = A to IIl I • L� I i0 ��' co I • I I1:0 �i� n I I • • F�4�1 ■I WAWAIK,F1 �It i •oiii oOF O OoillOF oO r'- .„74 l --� - - ... = 00 00 00 00 11 - - ---ii : ' i --- -- -- - 1/ --- •40 1 � 139 �l • III III o!0 1 • �S �� • 1 �u� �u� 11i9 . q 0 co 1 1 .__ _ 0 __ . --- ELE�/ 1.11111 In I I1 E■� .olci _ • �� • I I CORRIDOR ,.0 1 00 00 rmai ry ry �■ ,jll. MI 3 , . AI 4 140 III •01_, 0 ,11 : _ ][71/1-11141r"mrliki _ m Lj, , n : !� 1 im ■i .- • of 01 mi L i it •OFFICE OFFICE � T 40- - 1.1rom Oki N E Iva 3 , n 00 ^ ' iwillill 1.1 . 1 __ 00 00 if., t I�74- . II_ L I 1 I ,/I,, I 1 BR UNIT 2 BR UNIT 1 BR UNIT II ill - - -- IT, I 116 11a 120 2 BR UNIT lid" 122 il ci) jr-1 — mr- o -—-—-—-—-—- - LAUNDRY I �_ �� 1 I 1 1 BR UNIT 3 BR UNIT 2 BR UNIT - o 0 re___L_ - 112 — Ih - O I ' ► .I I� I'• I I � I I I1 _____ _____ ' I RR I --- — - D p II 108 . ' 1 �IMO�ri I I ' 1 I 1 — — — — — N I -EOidF n ' ENTRY_______1, ____ --I�- - - , 3_3 1 I I I 1 I I 1 1 I I I ROOM i ES 5 6 1 1 1 1 1 N 1 Ii LOBBY 109 ♦ 1 13S 101 r Ali 6'-6" 12'-10" 6'-4" 4'-5" 1 9'-4" I 10'-10" 1 5'-6" 6'-6" 6'-3" 6'-1" 6'-4" 4'-5" 9'-4" 10'-10" 5'-6" 6'-6" 13'-0" 6'-6" 5'-0" 10'-0" 5'-0" 6'-6" 12'-10" 6'-4" 4'-5" 9'-4" 5'--7" 2'-0" RM I wg " 9 9 � i0 107 0 N (V _I I I III _ } v I I OFFICE 'II 6 CI O) J V/ z 0 Ii 1O6B I WAITING N I ^p 1O6A III I z O 0 z_ 11 II N 1 !I N J z o COMMUNITY `� 00 I ROOM 11 It_�� III _ 0 _1 tn _ AN 102 !II I MECH / 1 o C. I z Ill w IT I 4( 0- EF RE/ I li j t CORRIDOR - 1 I II 131 n 105 � � � - I - J l� a v �- ' ° 01 o I a < , v I OLi) I I L _-_ - ---- ------------ - w I 11 I 0 1- L o I I j STORAGE l� J v 6 II - 4 UP 103 1.406 w I I STAIR 1 , SEAL QJ o m 1135 I I ,. MAINTENANCE I m 104 I i I 9011 �1 I - 1 - - - I — - REGISTERED o 19n J w.9 — — i — I ARCHITECT '- /.72/0-f..-- ._, ‘/9"1/4 2'-0" MARK S.KING 0 4'-0"� 8'-6" 20'-1' 1 1 21'-1" 1'-0" �2'-0" STATE OF WASHINGTON O / 59'-2„ / 8/9/2024 1 2 © 40 E ID ~ PROJECT NO. I 2406 ID (II Li? DRAWN: SMD '3 CHECKED: OVERALL BUILDING PLAN - LEVEL 1 NORTH INAF 3/32" = 1'-0" AREA: 18,362 SF DATE: x OS/09/2024 a_ m DRAWING NO. O 0 Lfi i_ AOO1 N volCO r -ii. w 6' L 0) M O Q I— ,O cii co U w 92 1- _R w 5 r a) O r A CV U O. Q — = ° ,O Q CQCO QV w z °°C� No N CDU Eo r 1 2 S 10 r0o O 2'12'-6" I I 4'-O' 19'--7" / 12'-11" / 11'-4 1/8" / 25'-0 /8" / 19'-0" / 25'-4" / 20'-0" / 13'-3" 12'- 1" / 20'-0" / 26'-0" / 22'-0" / 26'-0" / 11'-3" )( 5'-O" /5'-0"I 11'-0" / 5-7 17/256" c1'-4"4'-7 23c1/256-4" e 6-1" 5'-3" 6'-1 1/E5'-10 7/5" 12'-10" e 6-4" 4-5 9'-4" e 5'-0" 6'-2" e 12'-5 6'-6" 5'-0"e 10'-0" e 5'-0" 6-6" e 6-c1"t ' tL 'r ' r 6'-3" 6-6" 5-0" 10-0" 5-0" 6-6" y 13-0" 6-6" 5-6" 11 -0" 5-6" 6-6" y13-0" 6-6" 5-6" 5- " 5-O" II I Iz I I I I I �� 1 I i I 1 I 1 I 1I IIll 1"1111111116' 0 . ,?.._:..cn) _ — — • 0 ry�m I 3BR I 1 II II I I ry 1 BR AC 0 C _ O�- I 2 BR UNIT SHORT - �— _ — i �i — — i �� — — — — — �♦ • Zo I 207 UNIT UNIT 3BR UNIT , ,�� � ♦ I 209 215 I O 211 _ ' in N ___ = aBF E C=== ___= J. ____ ___= 3BR UNIT 1 BR UNIT 1 BR UNIT 1 BR UNIT - - - - - NO. DATE BY 21/ 219 221 223 REVISIONS ry I 00 8 °O 00 ® OO ® I ---- ---- I 7 1 - 6 o 0 0 o O� O� ry\ --1 rqs ' ® Q mil ,,,,.=um LTiITlL_ BELOW al_1 to in I — o C� C • - 4 - — — II • — cc — co II w cc — co 1 0L1Lf\LJ , ® o • • 00 00 N CORRIDOR CORRIDOR I mi. o 0 = , Q7� 231 ELEV 238 Ifl - • ..1 O[ Arti I - • S - • 1 I �a I o - u, \ L NDRY— )1=-1I I IC O ( oi� O g C O I CORRIDOR —- - - - _-m,:o 206 JAN 1 239 ,c) --n os IDF L' OO �� oo — — 1� — — —,�_ — — — — — - — — — — — — �� I I 205A V4I 0o I • -n I r�i g ® Lf C O I ® ® • OC oC ® LI STRG � i - - - 1 I / `�� 1 CAM ik E O O I (`+ �, G . O O — �1lik _Tin 1 II �1 208 _ oo o 0 0o UP Al—i—4_ -1_, = I I k 1 BR UNIT 2 BR UNIT 1 BR UNIT = _ nilL o 7 4 , I / 210 212 214 ___ ____ ___ _ II �a �� �� . . 2 BR UNIT I 1 BR UNIT 3 BR UNIT 2 BR UNIT STAIR 2 _ 0 I I I a IJ I— I I I \ - — L ,4" Q � — t — — 216 218 220 222 0 236 I I II 1I I I I \ \ y I I I I I I II II II II J I O .01 2 BR I 3'-3" I1N 1 I ♦ — LMNGR UNIT �1 1 - 5'-6" I I I I I I I I I I I II5'-�" 204 0 I -' (6'-6" Jr I1- I 12'-10" I6'-4" I4'-5" c1-4" 10'-10" 5'-6" 6'-6" 6'-3" 6-1" 6'-4" 4'-5" c1-4" I I I I I I 10'-10" I5'-6" 6'-6" I I 13'-0" I6'-6" 5'-0" 10'-0" I5'-O" 6'-6" I I I I 12'-10" I6'-4" 4'-5" 9'-4" I I I — II 0) 1 n o o ♦ ♦ 1'25'-8" 30'-4" 12'-�1" 12'-11" 30'-4" 26'-O" 20'-O" 25'-8" 1� -1" 4'-c1" 5-1" 11'-0" w c0 I I IO o I I I I I I I I I I I I f .�' 01 0U el 1 ` R 2 BR UNIT - w E o� Ili in. 201 _ 6 CIw♦ _ 2 BR UNIT (10)� _ z _ 203 o o = I II I 0z zo oo I " z z — 0 74- - - II I 10 2 BR UNIT -� 0 — z 202 — W ' 0 ' I I " .� li --O I I F =1---Al-i-11- —r- 'I zo in w v 0 �G2 \ — -a 1 ° — J V cr iT H > 1 I > ;r 1 I I r L__• w V C'S , < < UPP I I r' _ I 4 in I I I I ! U II � in w \ I nI'III'I� \ W O a=n t I I STAIR ,1 1 ' 1 SEAL ID 0 235 I ROOF BELOW (1 I I I I I I N1 \ Tl L O x A ♦ — — — — — — IT 1_ 1 _ — 1 — — — 1l1 l'� TECT QI I I I I (5 Jr �2'-11" 1�'-9" 5'-O" 11'-11 23c1/2E4'-11 17/256'" �' /��' I �' MARK S.KING 0 4'-0" Jry 10'-6" I 42'-5" 1 ,-2'-0" STATE OF WASHINGTON �1 ' l / I / o / 59'-2" / 8/9/2024 cl E 1 2 © 40 ID ~ PROJECT NO. I 2406 ID (1] Li? DRAWN: it SMD '3 CHECKED: OVERALL BUILDING PLAN — LEVEL 2 NORTH wAF 3/32" = 1'-0" AREA: 1 1,631 5F DATE: X OS/09/2024 1L DRAWING NO. 0 Lfi ,,, A002 ,,, r -.. w ° 42 I) M O Q I— ,0 cii U c0 w 1- _R w 5 r ° up O r A CV 0 CT Q CT) QCO QV w °C� No N CD 0 Ez ° 0 -C 1 2 S Nr0o O � Q 265'-6" 13'-0" 4'-0' 19'-1" x 12'-11" 11'-4 1/8" x 25'-0 /S" 19'-0" 25'-4" 20'-0" 13'-3" le 12'- 1" 20'-0" 26'-0" 22'-0" 26'-0" 11'-3" )( 5'-O" 5'-0"e 5'-7 17/256" 9'-4"4'-7 23c1/256-4" jr 6-1" 5'-3" 6'-1 1/E5'-10 /S" 12'-10" jr 6'-4" 4'-5 9'-4" jr 5'-0" 6'-2" jr 12'-5 6'-6" 5-0"jr 10'-0" jr 5'-0" 6'-6" jr 6-c1" 6'-3" y 6'-6" e 5-0" 10'-0" 5'-0"e 6'-6"t ' t 13'-0" j, 6'-6" 5'-6" x 11'-0" 5'-6" 6'-6" y 13'-0" 6'-6" 5'-6" 5'-9" 5'-O" 1 1 0I I I I I I I III I It 1111111111111 ♦ O�� — — _a 1— _a _a _� �a 10- I I I T11 t 1 I r I 1 I+ o tr 1 X I I I I I 1 0 m N 3 BR � 0 o► I 2 BR UNIT 1 BR UNIT SHORT —I — —I — I — — — — — ` ` _ � I 307 3oa UNIT 3BR UNIT � O� it N T==LUJ=== 315 I OF Lc 5 BR UNIT 1 BR UNIT 1 BR UNIT 1 BR UNIT Oi ®� ��V - -- - - - - - - ♦ NO. DATE BY N O 311 319 321 323 = REVISIONS ki 1 E ft00 00 00 oo Q Awl_ _ _ _ =rom orZN ,..no 0 u ooat CO Ili A u 1 I 00 00 _ .0 0. 00 x CORRIDOR7 I 0 0 11 in , Ic - Kg CORRIDOR �_ E' _ Q7� 337 ELEY 338 171 A • .'� 0'0 I I S • I �0 r I l� L in Ø . 0 — — - - - - - - — — = r — — u — � — — — — — 5j _ J — — — — �♦ L NDRY— 1 I I I \ �� O �'j oi0 O C •IIP I CORRIDOR -- - - - --m 11116 306 JAN 1 1 `X I I in GO IDF ' ' A_ 33q �305A 1L---y I o0 0° oo P 1,,, I In - ( _ I o _ • n n LI • I. c r �� 1 I STAGJ �� �� �� I ill - - -in I I n �It 308Alik A' Illk °° I ® _ o o in i I I 11 I . 00 ' .- o o 1pp 00 — r -UP = Arl-1- 14; s_i__. 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M N ■ rt 0 1I nt Return Address: Catholic Charities Housing Services 5301 Tieton Drive, Suite G Yakima,WA 98908 PRIORITY AND SUBORDINATION AGREEMENT (Casa de la Mora) Grantors: 1. WASHINGTON STATE HOUSING FINANCE COMMISSION 2. CASA DE LA MORA LLLP 3. MORA PARTNERS LLC 4. CATHOLIC CHARITIES HOUSING SERVICES—DIOCESE OF YAKIMA 5. CITY OF YAKIMA 6. CATHOLIC CHARITIES OF THE DIOCESE OF YAKIMA 7. BANNER BANK 8. STATE OF WASHINGTON DEPARTMENT OF COMMERCE Grantees: 1. WASHINGTON STATE HOUSING FINANCE COMMISSION 2. CATHOLIC CHARITIES HOUSING SERVICES—DIOCESE OF YAKIMA 3. CITY OF YAKIMA 4. CATHOLIC CHARITIES OF THE DIOCESE OF YAKIMA 5. BANNER BANK 6. STATE OF WASHINGTON DEPARTMENT OF COMMERCE Abbreviated Legal Ptn Sec 18 Twp 13N Rge 19E, SE Qtr SE Qtr and SE Qtr SW Qtr Description: Lts 7 & 8, Blk 189, Estrn Add N Yakima W.T; Vo; A/19 Additional legal on Exhibit"A"attached hereto. Assessor's Tax 191318-44027 and 191318-43521 Parcel Numbers: Casa de la Mora-Priority and Subordination Agreement-Page 1 68 Reference Extended Use Agreement Numbers: State NHTF Covenant State HTF Covenant City Covenant Bank Deed of Trust State NHTF Deed of Trust State HTF Deed of Trust State HTF Assignment City Deed of Trust CCDY Deed of Trust Sponsor Deed of Trust A Sponsor Deed of Trust B THIS PRIORITY AND SUBORDINATION AGREEMENT ("Agreement") is dated as of December , 2024 by and among the following parties: CASA DE LA MORA LLLP, a Washington limited liability limited partnership (the "Borrower"); MORA PARTNERS LLC, a Washington limited liability company ("General Partner"); CITY OF YAKIMA, a municipal corporation, by its Office of Neighborhood Development Services (the "City"); CATHOLIC CHARITIES HOUSING SERVICES — DIOCESE OF YAKIMA, a Washington nonprofit corporation (the "Sponsor"); CATHOLIC CHARITIES OF THE DIOCESE OF YAKIMA, a Washington nonprofit corporation ("CCDY"); BANNER BANK,a Washington state chartered commercial bank(the"Bank");WASHINGTON STATE HOUSING FINANCE COMMISSION,a public body corporate and politic and an instrumentality of the State of Washington (the "Commission"); and WASHINGTON STATE DEPARTMENT OF COMMERCE, a state agency (the "State") (collectively,the "Parties" and each individually, a "Party"). All of the Parties other than Borrower,the General Partner and their respective successors in interest, are referred to herein, in each case for so long as the Deed of Trust or Covenant (as defined below) of which that Party is a beneficiary remains a lien of record on any part of the Property (as defined below), as "Lenders," in each case only in such Party's capacity as the holder or assignee of the obligations secured by its Deed of Trust or Covenant. RECITALS A. Borrower's Interest. The Borrower is the owner of the real property located in Yakima County, State of Washington, referred to herein as the "Property," which term includes all improvements now and hereafter constructed thereon and all personal property granted as security for any of the loans referred to below, legally described on Exhibit A attached hereto. The Borrower intends to construct 72 Casa de la Mora-Priority and Subordination Agreement-Page 2 69 units of low-income housing plus one (1) manager's unit and associated common area spaces on the Property to be known as Casa de la Mora(collectively,the "Project"). B. CCDY's Interests. CCDY has made a loan to the Borrower in the original principal amount of$1,000,000 ("CCDY Loan"). The CCDY Loan is evidenced by a Promissory Note ("CCDY Note") and secured by a Deed of Trust,Assignment of Rents and Leases, Security Agreement and Fixture Filing granted by Borrower and recorded under Yakima County recording number (the "CCDY Deed of Trust"). All documents identified in this subparagraph, and any documents executed by CCDY or the Borrower in connection therewith, are collectively referred to as the "CCDY Loan Documents." C. Sponsor's Interests. 1. Sponsor's Interest as Lender of Sponsor Loan A. The Sponsor has made a loan to the Borrower in the original principal amount of$900,000 ("Sponsor Loan A"). Sponsor Loan A is evidenced by a Promissory Note ("Sponsor Note A")and secured by a Deed of Trust,Assignment of Rents and Leases, Security Agreement and Fixture Filing granted by Borrower and recorded under Yakima County recording number (the"Sponsor Deed of Trust A").All documents identified in this subparagraph, and any documents executed by the Sponsor or the Borrower in connection therewith, are collectively referred to as the "Sponsor Loan A Documents." 2. Sponsor's Interest as Lender of Sponsor Loan B. The Sponsor has made a loan to the Borrower in the original principal amount of$3,000,000 ("Sponsor Loan B"). Sponsor Loan B is evidenced by a Promissory Note ("Sponsor Note B")and secured by a Deed of Trust,Assignment of Rents and Leases, Security Agreement and Fixture Filing granted by Borrower and recorded under Yakima County recording number (the"Sponsor Deed of Trust B").All documents identified in this subparagraph, and any documents executed by the Sponsor or the Borrower in connection therewith, are collectively referred to as the "Sponsor Loan B Documents." The Sponsor Loan A Documents and the Sponsor Loan B Documents are collectively referred to as the "Sponsor Loan Documents." 3. Sponsor's Interest as Optionee. The Sponsor is the grantee under that certain unrecorded Purchase Option and Right of First Refusal Agreement between the Borrower and Sponsor dated of even date herewith(together with any other rights of the Sponsor or the General Partner to acquire the Property or any interest therein, pursuant to the Partnership Agreement or otherwise, the "Sponsor Option"). Casa de la Mora-Priority and Subordination Agreement-Page 3 70 D. Bank's Interest. The Bank and the Borrower have entered into a Construction Loan Agreement(the "Bank Loan Agreement")which sets forth the terms and conditions under which the Bank has agreed to lend the Borrower $[ 1 (the "Bank Loan") to finance the Project. The Bank Loan is evidenced by a Promissory Note (the "Bank Note"), made by the Borrower to the order of the Bank. Repayment of the Bank Note is secured by, among other security documents, a Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing made by the Borrower in favor of UPF Washington Incorporated, as trustee, and the Bank as beneficiary dated as of the date hereof and recorded under Yakima County recording number (the "Bank Deed of Trust"), encumbering the Borrower's interest in the Property, and a UCC-1 Financing Statement, which shows the Borrower as debtor,and the Bank as secured party, filed with the Department of Licensing, Uniform Commercial Code Division of the State of Washington (the "Bank Financing Statement"). The Bank Loan Agreement, the Bank Note, the Bank Deed of Trust, the Bank Financing Statement, and all documents executed by the Borrower in connection therewith, are referred to collectively as the "Bank Loan Documents." E. Commission's Interest in Extended Use Agreement. The Borrower has obtained financing for the Project through the use of Low Income Housing Tax Credits ("LIHTC"). In connection with the LIHTC, the Borrower and Commission have executed a Regulatory Agreement (Extended Use Agreement) dated as of , 2024 and recorded under Yakima County recording number (the "Extended Use Agreement"). F. State's Interest. 1. The State and the Borrower have entered into that certain National Housing Trust Fund Program Contract Number 23-42502-001 dated as of , 2024 (the "State NHTF Contract"). Pursuant to the State NHTF Contract,the Borrower executed a Promissory Note in the principal amount of up to $2,485,930.00 in favor of the State (the "State NHTF Note"), which State NHTF Note is secured by that certain Deed of Trust, executed by the Borrower and recorded under Yakima County Recording No. (the "State NHTF Deed of Trust"). Pursuant to the State NHTF Contract,the Borrower has also executed that certain Declaration of Restrictive Covenants recorded under Yakima County Recording No. (the "State NHTF Covenant"). All documents identified in this Recital E.1, and any documents executed by the State, Sponsor, and/or the Borrower in connection therewith, are collectively referred to as the "State NHTF Loan Documents." 2. The State and the Sponsor have also entered into Housing Trust Fund Program Contract Number 23-94110-032 dated as of , 2024 ("State HTF Contract"). Pursuant to State HTF Contract,the Sponsor executed a Promissory Note in the principal amount of up to $7,161,193.00 in favor of the State ("State HTF Note"). The State HTF Contract and State HTF Note have been assigned to and assumed by the Borrower pursuant to that certain Assignment, Assumption and Casa de la Mora-Priority and Subordination Agreement-Page 4 71 Consent Agreement by and among the Sponsor, the Borrower, and the State, dated as of , 2024, and recorded under Yakima County recording number ("State HTF Assignment"). The HTF State Note is secured by that certain Deed of Trust, dated as of , 2024, executed by the Borrower and recorded under Yakima County Recording No. (the "State HTF Deed of Trust"). In addition, the Borrower executed that certain Low-Income Housing Covenant Agreement, dated as of , 2024, and recorded under Yakima County recording number (the "State HTF Covenant"). All documents identified in this Recital E.2, and any documents executed by the State, Sponsor, and/or the Borrower in connection therewith, are collectively referred to as the "State HTF Loan Documents," and,together with the State NHTF Loan Documents, are collectively referred to as the "State Loan Documents." 3. The Project will receive Section 811 rental assistance and operating subsidies from the State. In connection therewith, the Borrower and the State will execute a Use Agreement which will be recorded after the date hereof in the official records of Yakima County(the"Section 811 Use Agreement"). G. City's Interest. Pursuant to that certain Contract between the City and the Sponsor(the "City HOME Loan Agreement"),the City has agreed to make a loan to the Borrower from its allocation of HOME-ARP Program funds in the amount of$1,600,000.00 (the "City HOME-ARP Loan"),as evidenced by that certain Promissory Note executed by the Borrower in favor of the City (the "City HOME Note"), which City HOME Note is secured by that certain Deed of Trust, executed by the Borrower and recorded under Yakima County Recording No. (the "City Deed of Trust"). In addition, Borrower, as grantor, and the City, as beneficiary, have entered into that certain Affordability Covenant, recorded under Yakima County Recording No. (the "City Covenant"). H. Definitions. The deeds of trust described above shall be referred to individually as a"Deed of Trust" or collectively hereinafter as the "Deeds of Trust". The State HTF Covenant, State NHTF Covenant,City Covenant, Section 811 Use Agreement and Extended Use Agreement described above shall be referred to individually as a "Covenant" or collectively hereinafter as the "Covenants". All of the documents discussed in the Recitals section of this Agreement are collectively referred to as the "Documents"and the information and definitions contained in the Recitals are acknowledged by the parties to be an incorporated, integral part of this Agreement. I. Purpose. The parties wish to enter into this Agreement in order to establish their respective rights and priorities regarding the Property, all as more fully set forth herein. Casa de la Mora-Priority and Subordination Agreement-Page 5 72 AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the Parties agree as follows: 1. Document Priority. A. The Parties hereto agree that the documents and instruments identified and described above,regardless of recording order, shall have priority in the order set forth below in this Section,with the most senior of the respective documents and instruments listed first: (1) Extended Use Agreement (2) State NHTF Covenant (3) State HTF Covenant (4) City Covenant (5) Bank Deed of Trust (6) State NHTF Deed of Trust (7) State HTF Deed of Trust (8) Section 811 Use Agreement (9) City Deed of Trust (10) CCDY Deed of Trust (11) Sponsor Deed of Trust A (12) Sponsor Deed of Trust B (13) Sponsor Option(unrecorded) B. Regardless of priority as among the Covenants, Borrower, its successors, and any other parties obligated thereunder shall be obligated to comply with the provisions of each Covenant except as expressly provided herein. C. Notwithstanding the manner or order of recording of the Recorded Documents, and notwithstanding any provisions of the Uniform Commercial Code as adopted in the State of Washington or elsewhere and any applicable law or decision or any other agreement Casa de la Mora-Priority and Subordination Agreement-Page 6 73 currently in force between any of the parties hereto,the Covenants shall each apply to the grantors thereunder and the grantors thereunder are obligated to comply with each of them regardless of their relative priority or order of recording,provided however that in the event of a conflict between the provisions of the Covenants, the most restrictive shall apply. Each Covenant encumbering the Borrower's interest shall, except as otherwise provided therein, survive the foreclosure of any deed of trust on the Borrower's interest and shall be binding upon any person acquiring an interest in the Property by means of such foreclosure or deed in lieu thereof,or that is a successor to one who acquires an interest in the Property by such means, for so long as such person shall retain an interest in the Property or hold any other interest in the Property,provided that nothing contained herein shall be deemed to amend the termination provisions in any Covenant. 2. Reliance by Lenders; Consent. It is understood by the parties hereto that the Lenders and the Commission would not enter into their respective Documents without this Agreement. The Borrower consents to all terms hereof. 3. Insurance or Condemnation Proceeds. During the term of the Bank Loan Documents, the Bank shall have all approval, consent, and oversight rights in connection with any insurance claims relating to the Property and any decisions regarding the use of insurance claims relating to the Property and any decisions regarding the use of insurance or condemnation proceeds after a casualty loss or condemnation notwithstanding any rights of the Lenders pursuant to their respective loan documents. 4. Cross-Defaults. Except as set forth in this Section 4, and notwithstanding anything to the contrary in the Documents, any default under any of the Lenders' loan documents that, after being declared by the Lender entitled to declare such default, is not cured or waived by such Lender within the applicable cure period set forth therein or such longer period as may be allowed by the Lender declaring such default, shall constitute an event of default ("Cross-default") under each of the Lenders' Documents. Notwithstanding the foregoing, if a default under a Lender's loan document occurs that constitutes a Cross-default and such Lender thereafter accepts a cure of or waives the default,then the other Lenders shall be deemed to have accepted such cure as a cure of said Cross-default and such other Lenders shall reinstate their respective loans. No Lender will accelerate any indebtedness of the Borrower or seek remedies against the Borrower based solely upon a breach or default by the Borrower under the Borrower's agreements with a different Lender. 5. Payment Subordination; Subordinate Lenders' Agreement to Standstill. Casa de la Mora-Priority and Subordination Agreement-Page 7 74 A. The Sponsor, CCDY, City and the State, each for itself, and its successors, and assigns (including, without limitation, all subsequent holders of its respective Documents) do hereby agree that, notwithstanding anything provided in the Sponsor, CCDY, City or the State Loan Documents to the contrary, so long as any obligations under the Bank Loan Documents remain outstanding ("Bank Obligations"), unless the Bank shall otherwise consent in writing: (i) all of the Bank Obligations shall be paid and satisfied in full before any payment is made on account of the obligations under the Sponsor, CCDY, City or the State Loan Documents (the "Subordinate Obligations") and (ii) no prepayment of the Subordinate Obligations shall be made. In the event that any payment is made to the Sponsor, CCDY, City or the State on account of the principal, interest, fees, or other amounts on or with respect to the Subordinate Obligations that is not permitted hereunder, such payment shall be held by such Lender in trust for the benefit of the Bank and shall be paid forthwith over and delivered to the Bank for application to the payment of all of the Bank Obligations remaining unpaid. Notwithstanding anything to the contrary set forth herein,provided no notice of default has been provided by Bank to the State, City, CCDY or Sponsor, (i) Borrower is permitted to make, and the CCDY is permitted to accept, principal and interest payments required under the CCDY Note, and (ii) Borrower is permitted to make,and the Sponsor is permitted to accept,annual payments of the Sponsor Note A and/or Sponsor Note B from Cash Flow (as defined in the Sponsor Note A and/or Sponsor Note B)in accordance with the priority of distributions set forth in the Borrower's Partnership Agreement. B. The Sponsor, CCDY, City and the State, each for itself, its successors, and assigns (including, without limitation, all subsequent holders of its Documents do hereby agree that, notwithstanding anything provided in its respective Documents to the contrary, if a default occurs and is continuing under its respective Documents it shall not,for a period of one hundred twenty (120) days following notice of default from any of the Sponsor, CCDY,City or the State,accelerate its respective loan,commence foreclosure proceedings with respect to the Project,collect rents,appoint(or seek the appointment of) a receiver or institute any other enforcement action with respect to the Project, unless the Bank shall otherwise consent in writing, for so long as any Bank Obligations remain outstanding, except as set forth below in this Section. C. Nothing in this Section shall limit the exercise by the Sponsor, CCDY, City or the State of remedies (other than appointment of a receiver) solely to enforce the Sponsor Loan Documents, CCDY Loan Documents, City Loan Documents or State Loan Documents having priority over the Bank Deed of Trust under the terms hereof. Casa de la Mora-Priority and Subordination Agreement-Page 8 75 6. Actions by Bank; Certain Waivers. The Sponsor, CCDY, City and the State waive (i) any right to require marshaling of assets or to require the Bank to proceed against or exhaust any specific security for the obligations secured by the Bank Loan Documents and (ii) any defense arising out of the loss or impairment of any right of subrogation to the lien of the Bank Loan Documents. However,the Bank agrees not to voluntarily subordinate the lien of the Bank Deed of Trust or any portion thereof to any other liens or encumbrances on the Project without the written consent of the Sponsor, CCDY,the State,the City and the Borrower, which consent of the Borrower may consist of the Borrower's granting such lien or encumbrance and the Sponsor's, CCDY's, City's and the State's subordination to the same lien or encumbrance. 7. Rents. All Lenders understand that Borrower has assigned all leases, income, rents, and profits of the Project to the Bank in connection with the Bank Loan Documents. The parties agree that upon an Event of Default under the Bank Loan Documents,the Bank has the absolute right to collect all rents and profits from the Project as provided in the Bank Loan Documents. 8. Refinancing. Except with respect to the Sponsor Deed of Trust B and the CCDY Deed of Trust, each of the Sponsor, CCDY, State and the City agrees that its liens, rights and interests pursuant to their respective loan documents shall retain its relative priority, and be subject to the same limitations set forth in this Agreement in the event of any refinancing upon maturity of the CCDY Deed of Trust on or before December 31, 2042 or, in the case of the Sponsor Deed of Trust B, prior to maturity of Sponsor Loan B (without regard to the source/lender of any such refinancing), provided that the principal amount of any obligation incurred in connection with such refinancing does not exceed one hundred percent (100%) of the then outstanding principal loan amount under the CCDY Loan or the Sponsor Loan B, as applicable, plus ordinary and customary refinancing fees and costs,and any amount approved by the State and the City for repairs or improvements to the Property. The Parties acknowledge that any such refinance may include the refinancing lender's Deed of Trust being in a senior lien position to the State HTF Deed of Trust, the State NHTF Deed of Trust, City Deed of Trust and the Sponsor Deed of Trust A and/or a restructuring of the repayment terms of the Subordinate Obligations. The Parties further acknowledge and agree that to the extent subordination or priority agreements are required by such refinance lender in order to provide the refinance lender with a senior lien position,the Parties shall execute a subordination agreement substantially in the form of this Agreement or such other reasonable subordination agreement provided that such agreement contains reasonable rights to notice and opportunity to cure defaults of such loan to the State, the City and CCDY. 9. Acknowledgements. The Lenders hereby each agree and acknowledge, solely for the benefit of all other Lenders as follows: Casa de la Mora-Priority and Subordination Agreement-Page 9 76 A. For purposes of this Agreement,the Lenders acknowledge that each has been provided the opportunity to review the other Lenders' Loan Documents before executing this Agreement; B. No Lender has made any warranty or representation of any kind or nature whatsoever to the other Lenders with respect to (i) the application of the proceeds of its loans, (ii) the value of the Property,the improvements to be constructed thereon, or the marketability or value thereof upon completion of such construction, or(iii)the ability of the Borrower to honor its covenants and agreements with the Bank; C. A Lender's release of any security for its loan, including, without limitation, the reconveyance of any portion of the Property from the lien of a deed of trust, shall not constitute a waiver or relinquishment of the Sponsor's unconditional subordination of the liens or charges of such Lender's respective Deed of Trust against the Property to the lien or charge of the Bank Deed of Trust,or any other subordinations hereunder; D. No Lender by reason of this Agreement has any duty to disclose to the other Lenders any facts that a Lender may now know or hereafter know about the Borrower or the partners, or successors of the Borrower, regardless of whether(i)the Lender has reason to believe that any such facts may increase materially the risk beyond that which any other Lender intends to assume, (ii)the Lender may have reason to believe that such facts are unknown to another Lender, or (iii) the Lender has a reasonable opportunity to communicate such facts to another Lender,it being understood and agreed that each Lender is fully responsible for being and keeping informed of the financial condition of the Borrower and/or any members, sponsors or successors of the Borrower and of all circumstances bearing on the risk of non-payment of any indebtedness of the Borrower to the Lenders as described in this Agreement; and E. The Lenders have each made such independent legal and factual inquiries and examinations as such Party deems necessary or desirable and are not relying on any inquiries or examinations made by the other Lenders or on information from the other Lenders (other than Sponsor) concerning the Borrower, Sponsor, General Partner, the Property or the Project. 10. Miscellaneous. Casa de la Mora-Priority and Subordination Agreement-Page 10 77 A. Entire Agreement. This Agreement comprises the entire agreement among the parties with respect to the priority of each Party's liens upon and interests in the Property,and all prior understandings or agreements on that subject are superseded hereby. B. Applicable Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Venue of any action or proceeding to enforce, interpret or otherwise related hereto shall lie in Yakima County,Washington. C. Successors; Assignment. This Agreement is for the benefit of the Lenders and the Commission and their respective successors and assigns,and any provision hereof may be waived or modified by written agreement among all of the Lenders and the Commission, or so many of them as are affected thereby, without the consent of the Borrower, General Partner or Sponsor. The heirs, administrators, assigns, and successors-in-interest of the parties hereto shall be bound by this Agreement. This Agreement may be assigned by a Party only as a part of an assignment of that Party's entire interest in the Property or its loan secured by one of the Deeds of Trust described herein; provided, however, that any Lender may assign participation interests in its loan as allowed by that Lender's loan documents. D. Notices. All notices to be given pursuant to this Agreement shall be in writing and shall be deemed given when hand-delivered within normal business hours, when actually received by facsimile transmission during normal business hours, or two (2)business days after deposit in the U.S. mail,postage prepaid, (one (1) business day if sent by overnight courier) to the parties hereto at the addresses set forth below or to such other place as a Party may from time to time designate by notice to the other Parties. No transferee or successor of a Party hereto shall be entitled to notices or opportunity to cure defaults hereunder unless notice of the transfer is given in accordance with this subsection. Bank: Banner Bank 5930 Granite Lake Drive, Suite 170 Granite Bay, California 95746 Attention: Louise Eller With a copy to: Banner Bank 110 South Ferrall Street Spokane,WA 99202 With a copy to: Hillis Clark Martin&Peterson, PS Casa de la Mora-Priority and Subordination Agreement-Page 11 78 999 Third Ave, Suite 4600 Seattle,WA 98104 Attention: Julie Hamilton Commission: Washington State Housing Finance Commission 1000 Second Ave., Suite 2700 Seattle,WA 98104-1046 Attention: Asset Management and Compliance State: State of Washington Department of Commerce PO Box 42525 Olympia,WA 98504-2525 Attention: Housing Trust Fund City: City Manager Yakima City Hall 129 North 2nd Street Yakima,Washington 98901 Copy to: Office of Neighborhood Development Services City of Yakima 112 South 8th Street Yakima,Washington 98901 CCDY: Catholic Charities of the Diocese of Yakima 5301 Tieton Drive, Suite A Yakima,WA 98908 Sponsor: Catholic Charities Housing Services 5301 Tieton Drive, Suite G Yakima,WA 98908 Borrower: Casa de la Mora LLLP c/o Catholic Charities Housing Services 5301 Tieton Drive, Suite G Yakima,WA 98908 With a copy to: Kantor Taylor PC Casa de la Mora-Priority and Subordination Agreement-Page 12 79 1200 Fifth Ave Avenue, Suite 1910 Seattle,Washington, 98101 Attention: Mark B. Kantor With a copy to: NEF Assignment Corporation 10 S. Riverside Plaza, Suite 1700 Chicago, IL 60606 Attn: General Counsel Email: projectnotices@nefinc.org with Subject line: SMT# 81538 With a copy to: Barnes &Thornburg LLP 41 South High Street, Suite 3300 Columbus, OH 43215 Attn: Jordan Carr E. Amendment. This Agreement may be amended only by a writing signed by the Parties hereto, but this subsection shall not impair the validity of any further agreements among fewer than all of the Parties hereto as among themselves. F. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and whether or not all parties execute each counterpart. G. Completion of Recording Information. If this Agreement is signed without completion of certain recording information called for above, any Party hereto or any title insurance Borrower acting on the instructions of any Party is hereby authorized to insert such information prior to recording this Agreement. H. Attorney Fees. If any Party shall bring an action against any other Party other than the State by reason of the breach of any covenant, provision, or condition of this Agreement, or otherwise arising out of this Agreement, the unsuccessful Party (but not including the State) shall pay to the prevailing party reasonable attorneys' fees, which fees shall be payable whether or not any action is prosecuted to judgment. The term "prevailing party" shall include, without limitation, a Party who brings an action against the other by reason of the other's breach or default and obtains substantially the relief sought, whether by compromise, settlement,or judgment. Casa de la Mora-Priority and Subordination Agreement-Page 13 80 I. Consent to Other Parties' Loan Documents. By executing this Agreement, each Party hereby acknowledges and consents to the execution of, and where appropriate, the recording of,the Documents by the Borrower and the other Parties thereto. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. [Signature pages to follow] Casa de la Mora-Priority and Subordination Agreement-Page 14 81 IN WITNESS WHEREOF,the undersigned has executed this Agreement as of the date first above written. CASA DE LA MORA LLLP, a Washington limited liability limited partnership By: Mora Partners LLC,a Washington limited liability company,its General Partner By: Catholic Charities Housing Services—Diocese of Yakima, a Washington nonprofit corporation, its Manager By: Bryan Ketcham,Vice President STATE OF WASHINGTON ) ) ss. COUNTY OF YAKIMA ) I certify that I know or have satisfactory evidence that Bryan Ketcham is the person who appeared before me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Vice President of Catholic Charities Housing Services—Diocese of Yakima,a Washington nonprofit corporation,the Manager of Mora Partners LLC, a Washington limited liability company,the General Partner of Casa de la Mora LLLP, a Washington limited liability limited partnership,to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: December , 2024. Notary Public Print Name My commission expires Casa de la Mora-Priority and Subordination Agreement— Signature Page 1 82 IN WITNESS WHEREOF,the undersigned has executed this Agreement as of the date first above written. BANNER BANK By: Dustin Koons,Vice President STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Dustin Koons is the person who appeared before me and said person acknowledged that he signed this instrument and acknowledged it as the Vice President of BANNER BANK to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated December , 2024. Notary Public Print Name My commission expires Casa de la Mora-Priority and Subordination Agreement— Signature Page 2 83 IN WITNESS WHEREOF,the undersigned has executed this Agreement as of the date first above written. WASHINGTON STATE HOUSING FINANCE COMMISSION, a public body corporate and politic of the State of Washington By: Steve Walker, Executive Director STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Steve Walker is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Executive Director of the WASHINGTON STATE HOUSING FINANCE COMMISSION, a public body corporate and politic of the State of Washington, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: December , 2024. Notary Public Print Name My commission expires Casa de la Mora-Priority and Subordination Agreement— Signature Page 3 84 IN WITNESS WHEREOF,the undersigned has executed this Agreement as of the date first above written. MORA PARTNERS LLC, a Washington limited liability company By: Catholic Charities Housing Services— Diocese of Yakima,a Washington nonprofit corporation,its Manager By: Bryan Ketcham,Vice President STATE OF WASHINGTON ) ) ss. COUNTY OF YAKIMA ) I certify that I know or have satisfactory evidence that Bryan Ketcham is the person who appeared before me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Vice President of Catholic Charities Housing Services—Diocese of Yakima, a Washington nonprofit corporation, the Manager of Mora Partners LLC, a Washington limited liability company,to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: December , 2024. Notary Public Print Name My commission expires Casa de la Mora-Priority and Subordination Agreement— Signature Page 4 85 IN WITNESS WHEREOF,the undersigned has executed this Agreement as of the date first above written. CATHOLIC CHARITIES HOUSING SERVICES—DIOCESE OF YAKIMA, a Washington nonprofit corporation By: Bryan Ketcham,Vice President STATE OF WASHINGTON ) ) ss. COUNTY OF YAKIMA ) I certify that I know or have satisfactory evidence that Bryan Ketcham is the person who appeared before me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Vice President of Catholic Charities Housing Services—Diocese of Yakima, a Washington nonprofit corporation,to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: December , 2024. Notary Public Print Name My commission expires Casa de la Mora-Priority and Subordination Agreement— Signature Page 5 86 IN WITNESS WHEREOF,the undersigned has executed this Agreement as of the date first above written. WASHINGTON STATE DEPARTMENT OF COMMERCE,a state agency By: Name: Its: STATE OF WASHINGTON ) ) ss. COUNTY OF THURSTON ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the , Housing Division of the WASHINGTON STATE DEPARTMENT OF COMMERCE, a state agency,to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: December , 2024. Notary Public Print Name My commission expires Casa de la Mora-Priority and Subordination Agreement— Signature Page 6 87 IN WITNESS WHEREOF,the undersigned has executed this Agreement as of the date first above written. CITY OF YAKIMA, a municipal corporation By: Name: Victoria Baker Title: City Manager STATE OF WASHINGTON ) ) ss. COUNTY OF YAKIMA ) I certify that I know or have satisfactory evidence that Victoria Baker is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the City Manager of the CITY OF YAKIMA to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: December , 2025. Notary Public Print Name My commission expires Casa de la Mora-Priority and Subordination Agreement— Signature Page 7 88 IN WITNESS WHEREOF,the undersigned has executed this Agreement as of the date first above written. CATHOLIC CHARITIES OF THE DIOCESE OF YAKIMA, a Washington nonprofit corporation By: Darlene Darnell, President and CEO STATE OF WASHINGTON ) ) ss. COUNTY OF YAKIMA ) I certify that I know or have satisfactory evidence that Darlene Darnell is the person who appeared before me and said person acknowledged that he signed this instrument, on oath stated that he or she was authorized to execute the instrument and acknowledged it as the President and CEO of the CATHOLIC CHARITIES OF THE DIOCESE OF YAKIMA,a Washington nonprofit corporation,to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: December , 2024. Notary Public Print Name My commission expires Casa de la Mora-Priority and Subordination Agreement— Signature Page 8 89 EXHIBIT A Legal Description The Land referred to herein below is situated in the County of Yakima, State of Washington, and is described as follows: PARCEL A: THE NORTH HALF OF THE SOUTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18,TOWNSHIP 13 NORTH, RANGE 19 EAST W.M., EXCEPT THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID TRACT, SAID POINT BEING NORTH 1° 55' WEST 330 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION; THENCE SOUTH 89° 52' WEST ALONG THE NORTH LINE OF SAID TRACT A DISTANCE OF 916 FEET; THENCE SOUTH 1° 55' EAST 168 FEET, MORE OR LESS,TO THE SOUTH LINE OF SAID TRACT; THENCE NORTH 89° 41' EAST ALONG THE SOUTH LINE OF SAID TRACT A DISTANCE OF 916 FEET TO THE EAST LINE THEREOF; THENCE NORTH 1° 55' WEST ALONG SAID EAST LINE TO THE POINT OF BEGINNING; EXCEPT THE WEST 48.7 FEET OF THE EAST 964.7 FEET,AS MEASURED ALONG THE SOUTH LINE AND PARALLEL WITH THE EAST LINE OF THE NORTH HALF OF THE SOUTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18,TOWNSHIP 13 NORTH, RANGE 19 EAST W.M. SITUATE IN YAKIMA COUNTY, WASHINGTON. PARCEL B: THAT PORTION OF EASTERN ADDITION TO NORTH YAKIMA, W.T., NOW YAKIMA, WASHINGTON, AS RECORDED IN VOLUME "A" OF PLATS, PAGE 19, DESCRIBED AS FOLLOWS: THAT PORTION LYING EAST OF 10TH STREET AND SOUTH OF "B" STREET, BEING A TRIANGULAR TRACT IN THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18,TOWNSHIP 13 NORTH, RANGE 19 EAST W.M., SITUATE IN YAKIMA COUNTY, WASHINGTON. PARCEL C: THAT PORTION OF THE NORTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18,TOWNSHIP 13 NORTH, RANGE 19 EAST, W.M., DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SUBDIVISION; THENCE SOUTH 89° 18' 58" EAST ALONG THE SOUTH LINE OF SAID SUBDIVISION 230.00 FEET; Casa de la Mora-Priority and Subordination Agreement—Exhibit A 90 THENCE NORTH 0° 41' 02" EAST 7.00 FEET; THENCE NORTH 89° 18' 58" WEST PARALLEL TO THE SOUTH LINE OF SAID SUBDIVISION 94.00 FEET; THENCE SOUTH 88° 47' 00" WEST 136.12 FEET TO THE WEST LINE OF SAID SUBDIVISION; THENCE SOUTH 0° 20' 49" EAST ALONG SAID WEST LINE 250 FEET TO THE POINT OF BEGINNING. SITUATE IN YAKIMA COUNTY, WASHINGTON. PARCEL D: THE NORTH 59.00 FEET OF THE SOUTH HALF OF THE SOUTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 18,TOWNSHIP 13 NORTH, RANGE 19 EAST, W.M., EXCEPT THE EAST 1194.70 FEET,AS MEASURED ALONG THE NORTH LINE AND PARALLEL WITH THE EAST LINE THEREOF; AND EXCEPT RIGHT OF WAY FOR NORTH 10TH STREET. SITUATE IN YAKIMA COUNTY, WASHINGTON. PARCEL E: LOTS 7 AND 8, BLOCK 189, EASTERN ADDITION TO NORTH YAKIMA W.T. (NOW YAKIMA, WASHINGTON), RECORDED IN VOLUME A OF PLATS, PAGE 19, RECORDS OF YAKIMA COUNTY, WASHINGTON. Casa de la Mora-Priority and Subordination Agreement—Exhibit A 91