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2021-08-12; Housing Commission; ; Request from USA Properties Fund for a $650,000 loan from the Housing Trust Fund for the Marja Acres Senior Apartments (DEV 16-038)
Meeting Date: August 12, 2021 To: Housing Commissioners From: David de Cordova, Housing Services Manager Staff Contact: David de Cordova, Housing Services Manager David.decordova@carlsbadca.gov, (760) 434-2935 Subject: Request from USA Properties Fund for a $650,000 loan from the Housing Trust Fund for the Marja Acres Senior Apartments (DEV 16-038) Recommended Action Adopt a resolution recommending that the City Council approve a $650,000 loan from the Housing Trust Fund to USA Properties Fund for construction of the 47-unit Marja Acres affordable senior apartments. Executive Summary USA Properties Fund, Inc. (USA Properties), has partnered with NUWI Carlsbad, LLC (NUW) to construct the affordable housing portion of the Marja Acres mixed-use project. Marja Acres was approved by the City Council late last year, receiving a density bonus and certain development concessions and incentives to provide 46 senior apartments affordable to lower-income seniors. To provide additional public benefit to the Carlsbad community and to secure tax exempt bond and tax credit equity financing, the applicant proposes to deepen the project’s affordability by providing five of the housing units to extremely low-income seniors. To help achieve these goals, USA Properties is requesting $650,000 from the city’s Housing Trust Fund (Exhibit 3). The total estimated project cost is $17,125,791. Discussion On Nov. 3, 2020, the master developer, New Urban West, received approval to demolish an existing home, its accessory structures and three commercial buildings located on the south side of El Camino Real just east of Kelly Road and build a mixed- use project consisting of 248 townhomes, a 47 unit affordable senior apartments (46 lower-income plus 1 manager’s unit) and 10,000 square feet for specialty commercial uses (Exhibit 2). The 46 affordable senior apartments, all one-bedroom and approximately 535 s.f. in size, are located within the commercial portion of the site as a mixed-use development. A total of 10,000 square feet of specialty retail and restaurant are also proposed for two buildings on the commercially-designated portion of the site. Nine common recreation areas provide active and passive spaces throughout the project, including one area designated for the senior affordable apartments. There are also two urban garden areas adjacent to the senior apartment building and the restaurant building. In exchange for the affordable housing, the developer received a 35% density bonus under state law, as well as a number of concessions, incentives, and modifications to development standards. The city’s approval requires that 37 of the apartments be affordable to very low- income senior households (up to 50% area median income) and 9 apartments be affordable to low-income senior households (up to 60% area median income). This requirement fulfills the state density bonus and city inclusionary housing obligations. NUW is partnering with USA Properties to construct the affordable senior apartments. USA Properties will own and operate the Marja Acres senior apartments. The company has extensive experience with market rate and affordable housing, and expertise in senior apartment communities throughout California and Nevada. USA Properties owns and manages the Carrillo Ranch affordable apartments in Carlsbad (see more information below and in Exhibit 4). Subsidy Analysis USA Properties intends to secure bond allocation and tax credits to finance the majority of the project’s cost. To provide additional public benefit to the Carlsbad community and improve their competitiveness for bond/tax credit financing, USA Properties is requesting $650,000 in financial assistance from the city’s Housing Trust Fund. In exchange, the developer would deepen the affordability of five apartments to serve extremely low-income seniors (up to 30% area median income). Summary uses and sources of funds The developer’s detailed proforma is attached as Exhibit 5. Below is a summary of the proposed sources and uses of funds: SUMMARY PROFORMA SOURCES OF FUNDS TOTAL PER UNIT Senior Loan 4,625,000 98,404 Net operating income during construction 197,188 4,195 Tax Credit Equity $7,393,959 $157,318 USA MFD – deferred developer fee 609,645 12,971 City of Carlsbad loan 650,000 13,830 New Urban West (master developer) 3,650,000 77,660 TOTAL SOURCES $17,125,792 $364,379 PERMANENT USES OF FUNDS TOTAL PER UNIT Property acquisition $1 N/A Construction (incl. bonds) $7,997,749 $170,165 Construction general conditions 840,000 17,872 Contractor overhead & profit 279,685 5,951 Construction contingency 799,775 17,016 Financing costs 886,349 18,858 Master developer-provided offsites 1,300,000 27,660 Planning/Impact Fees 940,000 20,000 Architecture & Engineering 593,750 12,633 Other transaction costs 1,404,374 29,880 Developer fee 2,084,109 44,342 TOTAL USES $17,125,792 $364,379 Cost reasonableness Since development costs are one of the key variables determining the need for subsidies, it is important that those costs be reasonable. At approximately $17.1 million total development costs, the average unit development cost of approximately $364,379 is reasonable given current market conditions and trends. For example, a recent Terner Center Report found in an analysis of Low Income Housing Tax Credit projects that the average inflation-adjusted per unit cost of new affordable housing rose from $411,000 to $480,000 in California between 2008 and 2019.1 The paper also found that the cost of materials and labor are the primary drivers of recent cost increases of LIHTC-financed affordable housing. Another Terner Center study found that the average per unit cost of new senior housing construction was $370,513 in 2019.2 Another important consideration is that any financial assistance from the city have the effect of making the units more affordable and not creating undue gain for any party. Under the state’s 4% tax credits program, USA Properties would be eligible to earn a developer fee of $2,500,000. The proposed developer fee is less than the maximum allowed at $2,084,109, and $609,645 of the fee would be deferred until after completion of the project and operation commences. Therefore, the city’s investment would not create an undue financial gain. City Council Policy No. 90 funding guidelines The City Council adopted a policy (City Council Policy No. 90, Exhibit 6) in December 2020 to guide administration of the Housing Trust Fund. The policy identifies priority uses of the HTF, provides criteria for evaluating financial assistance requests, and describes the review process, form of assistance and affordability covenants. The following table describes how the USA Properties financial assistance request is consistent with City Council Policy No. 90 guidelines. Policy 90 General Guidelines Consistency Statement 1b. Housing Trust Fund dollars may be used for new construction, acquisition and/or rehabilitation, subsidy or other means to assist other governmental agencies, nonprofit groups and private organizations or individuals in creating or maintaining affordable housing (1b). Consistent. The request is to financially assist construction of a new affordable senior apartment project serving extremely low and lower income households. 1c. For new construction and acquisition/rehabilitation projects, Housing Trust Fund dollars are intended to offer “gap” financing. The subsidy required should be the minimum amount necessary to both ensure the feasibility of a project and the affordability of the units. Projects Consistent. The $650,000 request represents only 4% of total project cost $17,125,792. Other proposed funding sources include: Tax credit equity $7,393,959 (43%) Senior loan $4,625,000 (27%) Master developer $3,650,000 (21%) 1 The Terner Center for Housing Innovation, “The Complexity of Financing Low-Income Housing Tax Credit Housing in the United States,” April 2021; https://ternercenter.berkeley.edu/wp-content/uploads/2021/04/LIHTC-Complexity-Final.pdf 2 The Terner Center for Housing Innovation, “The Costs of Affordable Housing Production: Insights from California’s 9% Low-Income Housing Tax Credit Program,” March 2020; https://ternercenter.berkeley.edu/wp-content/uploads/pdfs/LIHTC_Construction_Costs_March_2020.pdf are expected to support as much debt as feasible and to attract as much equity investment as is typical for similar projects (1c). City of Carlsbad loan $650,000 (4%) Deferred developer fee $609,645 (4%) NOI during construction $197,188 (1%) Total: $17,125,792 (100%) 1d. Low-interest loans are the generally preferred form for distributing Housing Trust Fund dollars for work in all stages of housing development. However, grants may also be considered (1d). Consistent. The recommended form of assistance is a 55-year residual receipts loan at 3% simple interest per year. The loan would be secured by a promissory note and deed of trust, and repaid in annual installments from surplus cash generated by operations. See Exhibit 5 for a detailed cash flow analysis. 1e. Housing Trust Fund dollars may be used to provide new affordable rental or ownership housing units (1e). Consistent. The subsidy would support creation of new affordable rental units for seniors. 1f. Housing Trust Fund dollars shall not be used to satisfy a development’s inclusionary housing requirement but may be used to assist in exceeding the requirement by increasing the number of affordable units and/or expanding affordability to very low- or extremely low-income households, or to encourage a preferable product type (1f). Consistent. The Marja Acres development received a density bonus under state Density Bonus Law, in exchange for providing affordable housing. To satisfy both the density bonus requirement and the inclusionary housing requirement, the city’s approval requires that 37 of the apartments be affordable to senior households at up to 50% AMI, and 9 apartments be affordable to senior households up to 60% AMI. USA Properties proposal exceeds the city’s requirements by providing deeper affordability of five of the units to 30% AMI, as follows: AMI Level 30% 50% 60% Required 0 37 9 Proposed 5 36 5 Difference +5 -1 -4 1g. Financial assistance requests will be evaluated by the Affordable Housing Policy Team and presented to the Housing Commission for review and recommendation to the City Council. The City Council is the final decision-maker for financial assistance requests. Consistent. The Affordable Housing Policy Team (consisting of city department representatives from community development, planning, housing, finance and city attorney’s office) reviewed the assistance request on April 28, 2021, and recommended that it be forwarded to the Housing Commission for their review and recommendation to the City Council. 1i. The annual budget process for the Housing Trust Fund shall be guided by General Plan Housing Element policies and programs, the Inclusionary Housing Ordinance, and the following general affordable housing priorities, in descending order: 1. Construction of new affordable housing Consistent. The Marja Acres Affordable senior apartments meet Priority 1, construction of new affordable housing. I I I I I 2. Preservation of housing at-risk of conversion to market rate 3. Acquisition/rehabilitation of distressed/at-risk affordable housing 4. Rental assistance and homelessness programs 5. Land acquisition for future affordable units 6. Conversion of market rate units to affordable housing 1j. City HTF dollars must be expended within 24-months following fund commitment. Consistent. If approved by City Council, the financial assistance award will be committed for 24 months, during which time the developer will need to secure all other financing and ready the project for construction. 3a. Project Evaluation Criteria 1. Projects that provide the greatest benefit per dollar of funds spent towards the lowest household income groups. Priority shall be given to projects that best assist the following income categories, reflected in priority order. • Extremely low-income households • Very low-income households • Low-income households • Moderate-income households The majority of the project will serve the top two priority income categories: five apartments will be affordable to extremely low-income households, and 36 apartments will be affordable to very low-income households. The remaining five units will serve low-income households. 2. Projects that demonstrate higher equity in the project. The developer will seek $7.4 million in tax credit equity. Additionally, the proposal includes $3.65 million investment from the master developer plus the contribution of land. 3. Projects that demonstrate a lower loan-to- value ratio. Loans account for $5.88 million, or 35% of the total permanent funding. The city’s loan would represent 4% of total project costs. 4. Projects that have other funding sources identified and committed. Identified funding sources include tax credits, senior loan or tax exempt bonds. Committed funding sources include master developer contribution ($3,650,000), deferred developer fee ($609,645) and net operating income during construction ($197,188). USA Properties intends to secure all funding by June 2022. If approved, release of the city’s financial assistance will be contingent upon developer securing all other needed funding for the project. 5. Projects that benefit the highest percentage of lower income families, provide the lowest affordability, include the greater percentage of affordable units or maintain longer periods of affordability. Eighty-seven percent of the units would provide much-needed housing for extremely low-income (5 units) and very low-income households (36 units). All the affordable units would maintain their affordability for 55 years. 6. Projects that use Housing Trust Fund dollars as a match or to leverage other conventional and below-market resources, The requested city contribution of $650,000 from the Housing Trust Fund provides a very high 1:25 leveraging of other sources of funding. The city’s including tax credits, state and federal funding programs and other funding sources. subsidy would be $13,830/unit, which represents only 4% of the total project cost. 7. Projects proposed by an applicant with a successful history of project development and/or property management, as appropriate. USA Properties has extensive housing development and management experience, with more than 90 apartment communities in California and Nevada and more than 12,000 affordable and market rate apartment units. More than 50 of the communities are designed and operated for seniors. Many USA Properties projects were financed in part through low-income housing tax credits and tax exempt bonds. See Exhibit 4 for more information. Other considerations Housing Element Consistency The City Council adopted the 2021-2029 Housing Element, an eight year plan that describes how the city will accommodate Carlsbad’s housing needs for residents at all income levels and those with specialized needs. The project will serve lower-income seniors, including some of the most vulnerable with extremely low and very low incomes. Specifically, the project is consistent with the following provisions of the Housing Element: • Program 2.9 - Assistance for Special Needs Populations: “Certain groups have greater difficulty finding decent, affordable housing due to persons with special needs within a household. Households with special needs include seniors, persons with physical and/or mental disabilities (including developmental disabilities), large households, extremely low-income households, single-parent households, female head of households, veterans, farmworkers, students, and military personnel. The City will provide assistance to these households to encourage the provision of adequate housing to meet their needs.” • Program 2.10 - Senior Housing: “The city will continue to encourage a wide variety of senior housing opportunities, especially for lower-income seniors with special needs, through the provision of financial assistance and regulatory incentives as specified in the city’s Housing for Senior Citizens Ordinance (Municipal Code Chapter 21.84).” Risk In its role as a lender to the project, the city is exposed to three risks inherent to real estate development. These risks generally include: 1) predevelopment (project does not get to construction); 2) construction (project cannot be completed, cost overruns, contractor problems); and 3) operation (revenues do not cover expenses). Adding to this risk, any city financial assistance will be subordinated to conventional and other financing as may be necessary to ensure project financing success. Several factors mitigate the identified risks: 1) the development team has a strong track record with similar affordable housing projects throughout California; 2) the inclusion of other financing sources including master developer contribution, private loan, and tax credit investment is also key as this means that other stakeholders depend on the success of the project both short and long term; 3) the position of city and other subordinated financing is a feature that helps attract the necessary private, state and federal financing; and 4) the city’s investment will be secured by a promissory note and deed of trust on the property. Additionally, the developer will be required to provide completion bonds to the city to ensure that construction is completed. Fiscal Analysis The recommended $650,000 loan would be drawn from the city’s Housing Trust Fund (Fund 133), which is restricted to affordable housing and homelessness-related projects, programs and services. Through the end of June 2021, the Housing Trust Fund has an available balance of $13.6 million. Next Steps The Housing Commission recommendation and staff analysis of the financial assistance request will be forwarded to the City Council for their consideration. If the request is approved by the City Council, staff will begin negotiations with USA Properties and execute all appropriate documents necessary to provide the financial assistance. Environmental Evaluation The City Council certified an environmental impact report, and adopted candidate findings of fact and mitigation monitoring and reporting program for the Marja Acres development project on Nov. 3, 2020 (City Council Resolution No. 2020-215). As an integral component of the overall Marja Acres development, the senior affordable apartments were adequately evaluated by the certified EIR and is subject to applicable mitigation monitoring and reporting requirements. No further environmental review is required. Public Notification and Outreach Public notice of this item was posted in keeping with the state’s Ralph M. Brown Act and it was available for public viewing and review at least 72 hours before the scheduled meeting date. Exhibits 1. Housing Commission resolution 2. Location map 3. USA Properties Fund, Inc. Housing Trust Fund financial assistance application 4. USA Properties Fund brochures and list of tax credit-financed projects 5. Project proforma and cash flow analysis 6. City Council Policy No. 90 EXHIBIT 1 RESOLUTION NO. 2021-004. A RESOLUTION OF THE HOUSING COMMISSION OF THE CITY OF CARLSBAD, CALIFORNIA RECOMMENDING THAT THE CITY COUNCIL APPROVE A $650,000 LOAN FROM THE HOUSING TRUST FUND TO USA PROPERTIES FUND, INC. FOR THE MARJA ACRES SENIOR APARTMENTS (DEV 16-038) WHEREAS, NUWI Carlsbad, LLC (New Urban West or NUW) sought the city’s approval to build a mixed-use project consisting of 248 townhomes, 46 affordable senior apartments (plus an unrestricted manager’s unit) and 10,000 square feet for specialty commercial uses located on property commonly known as Marja Acres, on the south side of El Camino Real just east of Kelly Road; and WHEREAS, the City Council approved said development, including the affordable senior apartments on Nov. 3. 2020; and WHEREAS, USA Properties Fund, Inc. has partnered with NUW to build the Marja Acres affordable senior apartments; and WHEREAS, USA Properties Fund, Inc. applied to the City of Carlsbad for $650,000 in Housing Trust Fund assistance in order to create additional public benefit by serving extremely low-income seniors and improve project competitiveness for tax exempt bond and tax credit equity financing; and WHEREAS, the city’s Affordable Housing Policy Team evaluated the financial assistance request on April 28, 2021, and recommended that it be forwarded to the Housing Commission for their consideration and recommendation to the City Council; and WHEREAS, the Housing Commission considered the financial assistance request, staff evaluation and recommendation, and the testimony of all persons desiring to be heard on the matter at their regular meeting on Aug. 12, 2021. NOW, THEREFORE, BE IT RESOLVED by the Housing Commission of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the request for financial assistance from USA Properties Fund, Inc. is consistent with the goals, objectives and programs of the City of Carlsbad's Housing Element, City Council Policy No. 90 guidelines, and the city’s Housing Trust Fund underwriting practices. 3. That the request for financial assistance will assist the affordable housing developer in constructing a total of 46 apartment units affordable to extremely low, very low, and EXHIBIT 1 low income senior households, plus one unrestricted manager’s apartment. Specifically, the assistance will result in deeper affordability levels by providing five extremely low- income (30% AMI), 36 very low-income (50% AMI), and five low-income (60% AMI) senior apartments. 4. That, based on information provided in the Housing Commission staff report and considering testimony of all persons desiring to be heard at the Aug. 12, 2021 public meeting, the Housing Commission hereby recommends that the City Council approve $650,000 in financial assistance from the Housing Trust Fund to USA Properties Fund, Inc., subject to the following conditions: a. The financial assistance shall be in the form of a residual receipts loan for a term of 55 years at three percent simple interest per annum. Said loan shall be secured by a promissory note and deed of trust. b. The financial assistance is conditional and contingent upon USA Properties Fund, Inc. receiving all other necessary funding commitments identified in the financial assistance application including private loans, tax credit financing, master developer contribution, and deferred developer fees. c. The city’s commitment of funds will be maintained for a period of twenty-four months upon City Council’s approval. The funding commitment will expire at the end of this term unless developer has secured all other necessary funding, has executed a loan agreement with the city, and the project is ready to construct; or unless a time extension is granted by the City Council. EXHIBIT 1 PASSED, APPROVED AND ADOPTED at a Meeting of the Housing Commission of the City of Carlsbad on the 12th day of August, 2021, by the following vote, to wit: AYES: NAYS: ABSENT: JOHN NGUYEN-CLEARY, CHAIRPERSON CARLSBAD HOUSING COMMISSION ATTEST: DAVID DE CORDOVA Housing Services Manager Exhibit 2 Marja Acres Senior Apartments Location Map Senior Apartments AFF-OF!OABL.E SEt,,IOllol APARTHENTS CAFE/REM AURANT URBAN FARM NE(C,I-P,30Fi!~ RETAIL ~OCKET ~A~ PLAY $TR\lCTURESi TOWNMOME5 1-...•••m••�� tliill r,.,,., •• PROPERTIES FUND April 7, 2021 VIA ELECTRONIC MAIL Mr. David de Cordova Housing Services Manager City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 760-434-2935 Re: Affordable Housing -Subsidy Request Dear Mr. de Cordova: On behalf of USA Properties and New Urban West (NUW), we look forward to advancing the affordable housing component of the Marja Acres master-planned community in the City of Carlsbad. As you know, the Marja Acres project received unanimous City Council approval on November 3, 2020. Based on our discussions, the enclosed application serves to formally request financial assistance in order to lower the affordability level on five (5) of the affordable housing units from 50% AMI to 30% AMI. This deeper level of affordability will increase the overall community benefit associated with the affordable units and facilitate greater accessibility to housing for extremely low-income seniors. As you are aware, the current climate in California to secure state affordable housing bond allocations and state low-income housing tax credits is very competitive and the development team believes that the lower affordability for these five (5) units of affordable housing will increase the project's prospects of securing bonds and credits. In addition, local financial assistance from the City of Carlsbad will further improve our competitiveness to secure the bond allocations needed to deliver the affordable units at these deeper levels of affordability. In addition, the development team believes the Marja Acres site is ideally suited for an affordable housing project due to the area's walkability, proximity to transit and shopping opportunities for the future low-income seniors at the site. The affordable housing project is also well-integrated into the overall Marja Acres master plan. Based on our proposal to deepen the affordability of five affordable housing units to 30% AMI, our request for financial assistance is as follows: EXHIBIT 3 ...-,"' l'".n,t The Pinyan Grou~ Mr. David de Cordova April 8, 2021 Page 2 -For the five affordable housing units now proposed to be provided to extremelylow income seniors at 30% AMI: $130,000 per unit. We understand that any commitment for financial assistance is subject to the review and approval by the City of Carlsbad and the execution of an Affordable Housing Agreement (AHA) with the City of Carlsbad. We look forward to working with NUW and the City of Carlsbad to finalize the details of the affordable housing project at Marja Acres. Very truly yours, s Executive Vice President cc: Jay Stark, The Pinyan Group Jason Han, New Urban West erties Fund HOUSING TRUST FUND FINANCIAL ASSISTANCE APPLICATION Community Development Housing Services 1200 Carlsbad Village Drive Carlsbad, CA 92008 760-434-2810 t Please provide all known information as requested. Check all boxes that apply. PROJECT INFORMATION Project Name: Address: Zip Code: Type of project: New Construction Acquisition Conversion (check all that apply) Preservation Rehabilitation Target population to be served: APPLICANT INFORMATION Legal Name: Address: City: State: Zip: Telephone: Fax: Legal Status of Applicant: Individual General partnership Limited liability corporation Non-profit corporation Limited partnership CHDO For-profit corporation Joint venture Other: Contact Person: Title: Address: City: State: Zip: Telephone: Fax: Email: CO-APPLICANT (IF APPLICABLE) Legal Name: Address: City: State: Zip: Telephone: Fax: Email: Legal Status of Applicant: Individual General partnership Limited liability corporation Non-profit corporation Limited partnership CHDO For-profit corporation Joint venture Other: Contact Person: Title: Address: City: State: Zip: Telephone: Fax: Email: Page 1 Marja Acres Senior Affordable 4901 El Camino Real, Carlsbad, CA92008 Seniors 55+ 3200 Douglas Blvd., Suite 200 Roseville(916) 773-6060 California916-773-5866 95661 Geoffrey C. Brown 3200 Douglas Blvd., Suite 200 Roseville President (916) 773-6060 CA 95661 gbrown@usapropfund.com Riverside Charitable Corporation Kenneth S. RobertsonPresident14131 Yorba St. Tustin CA 92780(714) 803-7200ksr@riversidecharitable.org USA Properties Fund, Inc. 14131 Yorba St. Tustin(714) 803-7200ksr@riversidecharitable.org CA 92780 916-773-5866 N/A N/A {city of Carlsbad rgj □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Community Development Housing Services 1200 Carlsbad Village Drive Carlsbad, CA 92008 760-434-2810 t SOURCES & USES OF FUNDS ACQUISITION FUNDING (List all sources of funding) Name of Lender/Source Amount Term in Months Interest Rate Per Unit Cost Committed Yes No TOTAL CONSTRUCTION PERIOD FUNDING (List all sources of funding) Name of Lender/Source Contact Person and Phone Number Amount Term in Months Interest Rate Per Unit Cost Committed Yes No TOTAL PERMANENT FUNDING (List all sources of funding, including amount requested from City of Carlsbad) Name of Lender/Source Contact Person and Phone Number Amount Term in Months Interest Rate Per Unit Cost Committed Yes No TOTAL Page 2 Senior Loan $8,625,000 24 4.05% $183,511 Tax Credit Equity $1,478,792 $31,464 Deferred Costs $2,232,447 $47,499 Subsidy Loan (City of Carlsbad)$650,000 24 3.00% $13,830 Other Subsidy (NUW Mast Dev)$3,650,000 $77,660 TOTAL $16,636,239 $353,963 Senior Loan $4,625,000 216 4.45% $98,404 USA Multi-Family Development, Inc. (Deferred Developer Fee)$609,645 216 3.00% $12,971 City of Carlsbad $650,000 660 3.00% $13,830 New Urban West Master Developer $3,650,000 N/A N/A $77,660 NOI During Construction $197,188 $4,195 Tax Credit Equity $7,393,959 $157,318 TOTAL $17,125,792 X --==~ ±=== =rf===_J_±= =_=r t==_____L_--1--_-_-~r_J Community Development Housing Services 1200 Carlsbad Village Drive Carlsbad, CA 92008 760-434-2810 t USES OF FUNDS Uses of Funds Amount Per Unit Cost Percentage of total Land Acquisition Cost Total Hard Costs (construction) Construction Interest & Fees Construction Contingency Architectural & Engineering Fees Soft Costs/Other Reserves (operating & other) Developer Fee TOTAL USES OF FUND $0 $0 $0 NOTE: A current development proforma shall be attached to this application. The above sources and uses of funds must agree with the information shown in the attached development proforma. PREVAILING WAGE REQUIREMENTS – Check if either of the following wage requirements were included in the Total Development Cost of your project: Davis-Bacon Wages State Prevailing Wages SITE INFORMATION Current Owner/Seller Information: Email: Contact Person: Site Control: Deed Option to Purchase Other: Lot Size: sq. ft. acres APN: If ownership of the property has not yet transferred to applicant, what is the expected date for transfer of ownership? __________________ Legal Description: _______________________________________________________________________________ ______________________________________________________________________________________________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Prior use of property: ______________________________________________________________________________________________________________________________________________________________ Name: Address: City: State: Zip: Telephone: Fax: Page 3 $1 N/A 0% $9,117,433 $193,988 53% $883,349 $18,858 5% $799,775 $17,016 5% $748,600 $15,928 4% $3,489,523 $74,245 20% $129,478 $2,755 1% $2,084,109 $44,342 12% $17,125,791 $364,379 100% Marja Acres Senior Affordable 4901 El Camino Real Carlsbad(310) 420-8854 adamb@newurbanwest.comAdam Browning CA 92008 2.07 207-101-35-00 9/1/2021 See Attachment No. 1_Marja Acres PSA Legal Description Attachment No 1 is Exhibit “A-1” of the PSA for the master entitlements. The affordable parcel has not yet been officially created. Residential, Single Family Use In Contract w/ Master Developer 90,169.20 *Please see Marja Acres Final Proforma □ □ □ □ Community Development Housing Services 1200 Carlsbad Village Drive Carlsbad, CA 92008 760-434-2810 t Current Number of occupied units on the property: _____ Number of potential households to relocate: ______ EXISTING or PROPOSED STRUCTURE INFORMATION Existing Building (if applicable) Proposed Configuration (after Rehab or New Construction) Units Bedrooms Buildings Stories Parking spaces Residential sq. ft. Common area sq. ft. Parking sq. ft. Commercial sq. ft. Total building sq. ft. Community Services sq. ft. UNIT MIX Unit Mix Existing Unit Mix Proposed Unit Mix (after rehab or construction) 0 bedroom/SRO 1 bedroom 2 bedrooms 3 bedrooms 4 bedrooms TOTAL UNITS Unit Type % of AMI (insert % of the area median income) Proposed Rent Total # of Units 0 bedroom/SRO 1 bedroom 2 bedrooms 3 bedrooms 4 bedrooms TOTAL UNITS Add additional rows if necessary. Page 4 47 48 1 3 47 32292 3710 18,500036,002150 (Inc. in common sq. ft.) 461 47 30%$607 5 50%$1,040 36 60%$1,257 5manager$1,278 1 47 0 0 Community Development Housing Services 1200 Carlsbad Village Drive Carlsbad, CA 92008 760-434-2810 t ANTICIPATED PROJECT TIMELINE Activity Estimated Start Date Estimated Completion Date Site Acquisition Environmental Clearance – CEQA Environmental Clearance – NEPA (if applicable) Application for Land Use Permit/Entitlements Submission of plans to Building Department Application for Construction Financing Application for Permanent Conventional Financing Application for Tax Exempt Bonds Application for Other Loans/Grants: Application for Other Loans/Grants: Application for Other Loans/Grants: Application for Other Loans/Grants: Application for Other Loans/Grants: Application for Low-Income Housing Tax Credits (4% or 9%) Receipt of Construction Bids Commencement of Construction Completion of Construction 100% Lease-up Receipt of Permanent Financing Page 5 9/1/2021 6/1/2022 N/A 12/02/2020 N/A 12/02/2020 N/A 12/02/2020 December 2021 May 2022 March 2022 June 2022 March 2022 June 2022 March 2022 June 2022 March 2021 June 2022 March 2021 June 2022 N/A N/A N/A N/A N/A N/A March 2022 June 2022 April 2022 May 2022 July 2022 July 2022 July 2023 July 2023 July 2023 July 2024 July 2023 August 2023 Subsidy Loan (City of Carlsbad) Other Subsidy(New Urban West) Community Development Housing Services 1200 Carlsbad Village Drive Carlsbad, CA 92008 760-434-2810 t CITY OF CARLSBAD Housing Trust Fund Application Development Team Members Provide the name, address, contact person, telephone number, fax number, and e-mail address for all members of the development team. In addition, describe the development team’s experience in real estate development and/or management and ownership. Development team must include team members with a successful record of accomplishment in developing at least one affordable rental housing project of the type and scale proposed. Name of Developer Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Name of Co-Developer Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Name of General Contractor Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Name of Architectural Firm Address Address City State, Zip Page 6 USA Properties Fund, Inc.3200 Douglas Blvd.Ste 200 Roseville CA, 95661 Geoffrey C. Brown President (916) 724-3836 916-773-5866 gbrown@usap- ropfund.com Riverside Charitable Corporation 14131 Yorba St.Tustin CA, 92780 Ranch Carrillo Apartments, Carlsbad, CA | Please see USA Communities List_LIHTC Credits Please see Attachment No. 2_USA Properties Corporate Brochure Kenneth S. RobertsonPresident (714) 803-7200 N/A ksr@riverside-charitable.org USA Construction Management, Inc. 3200 Douglas Blvd.Suite 200 Roseville CA, 95661 Antonio PiscitelloPresident (916) 724-3856 tpiscitello@usap-ropfund.com KTGY 17911 Von Karman Avenue Suite 200 Irvine CA, 92614 Please see Attachment No 3_Riverside Charitable Corporation List of Properties Please see Attachment No. 4_USA Properties Construction BrochurePlease see USA Communities List_LIHTC Credits Community Development Housing Services 1200 Carlsbad Village Drive Carlsbad, CA 92008 760-434-2810 t Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Name of Property Mgmt Co Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Name of Legal Counsel Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Name of Tax Credit Syndicator Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Page 7 USA Multifamily Management, Inc. 3200 Douglas Blvd.Suite 200 Roseville CA, 95661 April Atkinson President (916) 724-3939 aatkinson@usap- ropfund.com Please see Attachment No. 7_Bocarsly Firm Brochure TBD Bocarsly Emden Cowan Esmail & Arndt, LLP 633 West Fifth St.64th Floor Los Angeles CA, 90071 Kyle Arndt Attorney (213) 239-8048 (213) 239-0410 karndt@bocarsly. com Please see Attachment No. 6_USA Properties Property Management Brochure Please see USA Communities List_LIHTC Credits Keith Labus AIA, LEED AP Principal (949) 221-6278 klabus@ktgy.com 949.221.6278 Please see Attachment No. 5_KTGY Package Affordable Housing Community Development Housing Services 1200 Carlsbad Village Drive Carlsbad, CA 92008 760-434-2810 t Other Development Team Member Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Name of Service Provider Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Page 8 LifeSTEPS 3247 Ramos Circle Suite 200 Sacramento CA, 95827 Craig Gillett JD, LMFTPresident (323) 500-9303 craig@lifestepsusa.org Please see Attachment No. 8_LifeSTEPS Statement of Qualifications Stephanie Saathoff CEO (619) 234-0607 stephanie@theclay- co.com The Clay Company 2245 San Diego Ave.Suite 225 San Diego CA, 92110 Community Development Housing Services 1200 Carlsbad Village Drive Carlsbad, CA 92008 760-434-2810 t CITY OF CARLSBAD HOUSING TRUST FUND APPLICATION Borrower/Applicant/Developer Disclosure Statement For the purpose of this form Borrower shall mean: Any person or entity having 10% or more ownership interest in the development project; the General Partners or Principals of the development; and, if applicable, any non-profit entity associated with the development. The Borrower(s) shall provide the following information. Use a separate sheet of paper, if necessary. A response to each question is required. If an item is not applicable, type N/A. Name of Primary Borrower Address Address City State, Zip Primary Contact Person Phone FAX E-Mail Other names under which you have done business. Taxpayer Identification Number Borrower’s Organization Check One Corporation – Attach Articles of Incorporation Non-Profit – Attach Articles of Incorporation and verification of 501 C(3) status. Partnership – Attach Partnership Agreement General Partnership - General Partnership Agreement Limited Partnership - Attach Certificate of Limited Partnership A business association or a joint venture Co-Borrower Address Address City State, Zip Primary Contact Person Phone FAX E-Mail Other names under which you have done business. Taxpayer Identification Number Borrower’s Organization Check One Corporation – Attach Articles of Incorporation Non-Profit – Attach Articles of Incorporation and verification of 501 C(3) status. Partnership – Attach Partnership Agreement General Partnership - General Partnership Agreement Limited Partnership - Attach Certificate of Limited Partnership A business association or a joint venture Page 9 USA Properties Fund, Inc.3200 Douglas Blvd.Ste 200 Roseville CA, 95661 Geoffrey C. Brown President (916) 724-3836 916-773-5866 gbrown@usaprop- fund.com Riverside Charitable Corporation 14131 Yorba St.Tustin CA, 92780 Kenneth S. Robertson President (714) 803-7200 N/A ksr@riverside- charitable.org Please see Attachment No. 9_USA Properties Articles of Incorporation Please see Attachment No 10_Riverside Charitable Corporation_Articles of Incorporation Please see Attachment No 10_Riverside Charitable Corporation_IRS Exempt 501c3 Status Letter ~ □ □ □ □ ~ □ □ □ Community Development Housing Services 1200 Carlsbad Village Drive Carlsbad, CA 92008 760-434-2810 t Provide names, addresses, business addresses, telephone numbers, title of position (if any) and nature and extent of the interest of the current officers, principal members, shareholders, and investors of the applicant entity. Name Address Phone Fax E-Mail Title of Position Nature of Interest Extent of Interest Name Address Phone Fax E-Mail Title of Position Nature of Interest Extent of Interest Name Address Phone Fax E-Mail Title of Position Nature of Interest Extent of Interest Name Address Phone Fax E-Mail Title of Position Nature of Interest Extent of Interest Name Address Phone Fax E-Mail Title of Position Nature of Interest Extent of Interest Add additional pages if necessary. Page 10 Geoffrey C. Brown 3200 Douglas Blvd., Ste 200Roseville, CA 95661 (916) 724-3836 916-773-5866 gbrown@usapropfund.com President & CEO Total Interest: 88.39547% Steven T. Gall 3200 Douglas Blvd., Ste 200 Roseville, CA 95661 (916) 724-3825 sgall@usapropfund.com Exec. Vice President Total Interest: 5.85971% Darren Bobrowsky 3200 Douglas Blvd., Ste 200Roseville, CA 95661 (916) 865-3981 dbobrowsky@usapropfund.com Sr. Vice President Total Interest: 2.29793% April Atkinson 3200 Douglas Blvd., Ste 200 Roseville, CA 95661 (916) 724-3939 aatkinson@usapropfund.com Sr.Vice President Total Interest: 2.29793% Jonathan C. Harmer 3200 Douglas Blvd., Ste 200Roseville, CA 95661 (916) 724-3831 jharmer@usapropfund.com CFO Total Interest: 1.14896% Community Development Housing Services 1200 Carlsbad Village Drive Carlsbad, CA 92008 760-434-2810 t Has the Borrower had any professional license suspended, revoked, lapsed and/or terminated for any reason? If yes, please explain. YES NO EXPLANATION Has the Applicant filed for bankruptcy, either voluntarily or involuntarily, within the past 10 years? If yes, please explain and state the case number and the case name and whether the case was dismissed, discharged, or is current. YES NO EXPLANATION Has the Applicant defaulted on a financial obligation? If yes, please explain. YES NO EXPLANATION Is there, or has there ever been, a settlement and/or judgment filed or a case pending against the Applicant? If yes, please explain. YES NO EXPLANATION Has a lien ever been filed against real property owned by the Applicant as a result of a judgment or failure to pay taxes, etc? If yes, please explain. YES NO EXPLANATION Has the Applicant been convicted of any felony or any crime other than minor traffic violations and/or placed on probation, fined or given a suspended sentence in court within the past 10 years? If yes, please explain. YES NO EXPLANATION Has the Applicant or any of its partners or principals ever been cited and/or convicted of a misdemeanor, including but not limited to a conviction under local health, fire, environmental and/or building and safety laws, relating to the ownership and/or management of real property? If yes, please explain. YES NO EXPLANATION Does the Applicant – Contractor/Builder have an ownership/investor interest in the development? If yes, please explain. YES NO EXPLANATION Page 11 Community Development Housing Services 1200 Carlsbad Village Drive Carlsbad, CA 92008 760-434-2810 t Does the Applicant have any employees or relatives who have close associations with current or former employees of the City of Carlsbad to which the accompanying proposal is being made? If yes, state names, dates of employment, and interest. YES NO EXPLANATION Does the Applicant employ any current or former employee(s) of the City of Carlsbad? Does the Applicant employ relatives of employees of the City of Carlsbad? If yes, state names, dates of employment, and interest. YES NO EXPLANATION Are there any City of Carlsbad employees (current or former) who have a financial interest in this project? If yes, state names, dates of employment, and interest. YES NO EXPLANATION Has the contractor or builder, within the last 10 years, ever failed to qualify as a responsible bidder, refused to enter into a contract after an award has been made, or failed to complete a construction or development contract? If yes, please explain. YES NO EXPLANATION Is the proposed Applicant – Contractor/Builder currently involved in any construction-related litigation? If yes, please explain. YES NO EXPLANATION Has the Applicant – Contractor/Builder ever been disqualified, removed from, or otherwise prevented from bidding on or completing a federal, state, or local government project because of a violation of law or a safety regulation? If so, please explain the circumstances in detail. YES NO EXPLANATION Within the last five years, has the Applicant – Contractor/Builder been the subject of a complaint filed with the Contractor’s State License Board (CSLB)? Within the last five years, has the Applicant – Contractor/Builder had a revocation or suspension of a Contractor’s License? If yes, please explain. YES NO EXPLANATION Has the Applicant failed to comply with Davis-Bacon or State Prevailing Wage requirements on any previous development projects? If yes, please explain. YES NO EXPLANATION Page 12 Community Development Housing Services 1200 Carlsbad Village Drive Carlsbad, CA 92008 760-434-2810 t Has the Applicant been the subject of an investigation of Fair Housing and Employment Practices or been in violation of affordability clauses in recorded regulatory agreements of the County or any other federal, state, or local housing agency? If yes, explain the nature of the complaint and the outcome. YES NO EXPLANATION Page 13 Page 14 March 23, 2021 March 23, 2021 City of Carlsbad Housing Trust Fund Applicant Certification Applicant warrants and certifies that it will not during the term of the project, loan, contract, development and/or rendition of services discriminate against any employee, person, or applicant for employment because of race, age, sexual orientation, marital status, color, religion, sex, handicap, or national origin. The Applicant will take affirmative action to ensure persons who are employed are treated during employment, without regard to their race, age, sexual orientation, marital status, color, religion, sex, handicap or national origin. Such action shall include, but not be limited to the following: employment, upgrading, promotion or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Applicant agrees to post in conspicuous places, available to employees and applicants for employment, notices regarding fair employment practices setting forth the provisions of this nondiscrimination clause. Applicant warrants and certifies that no member, commissioner, council-person, officer, or employee of the City of Carlsbad, no member of the governing body of the locality in which the City of Carlsbad was activated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the assignment of work, has during his or her tenure, or will for one (1) year thereafter, have any interest, direct or indirect, in this PROJECT or the loan proceeds thereof. Geoffrey C. Brown Print Name President Date Title l(enneth S. Robertson Co Borrower Signature --Print Name President Date Title Community Development Housing Services 1200 Carlsbad Village Drive I Carlsbad, CA 92008 I 760-434-2810 t Page 15 March 23, 2021 March 23, 2021 CITY OF CARLSBAD HOUSING TRUST FUND LOAN APPLICATION AUTHORIZATION To Verify Applicant's Creditworthiness PRIVACY NOTIFICATION. The information requested in this Application and Certification Statement is to be used by the City of Carlsbad to assess the applicant's creditworthiness. Information provided that is contained in public records cannot be withheld from disclosure under the California Public Records Act Gov. Code Sections 6250 and 6254. All other information may be required to be disclosed outside the agency by state and/or federal law. All information requested on this form, is mandatory. Failure to provide such information may result in disqualification of the application or a withdrawal of City of Carlsbad's commitment. CRIMINAL PENALTIES. Any person who shall knowingly make or cause to be made in writing, either directly or indirectly, any false statement, with the intent that it shall be relied upon, for the purpose of procuring the loan secured by real property, shall be guilty of a criminal offense, punishable by a fine not exceeding ten thousand dollars ($10,000.00), or by imprisonment in a county jail not exceeding six months, or by both the fine and imprisonment. California Penal Code sections 532(a) and 532(f). CONTINUING OBLIGATION. The applicant has a continuing obligation to provide the City of Carlsbad with current and accurate information. Applicant must provide to City of Carlsbad all requested information, with an Applicant's Certification Statement for any individual or entity that City of Carlsbad, in its sole discretion, believes is necessary to evaluate the application (reasonably related to the applicant). By signing below, authorization is hereby provided to the City of Carlsbad to verify any and all information provided in the proposal, including, but not limited to, the organization's credit rating, status and payment history of real estate loans and performance on contracts with third parties. The City of Carlsbad is further authorized to utilize photocopies of this authorization to obtain third party contractual and credit references and status of the organization's obligations. I understand that the confidentiality of the information I have furnished will be preserved except where disclosure of this information is required by applicable law. CERTIFICATION/AUTHORIZATION. I, the undersigned, certify that the information provided to the City of Carlsbad in this application is true and correct as of the date set forth below. My signature on this application package is an acknowledgment that any false or misleading statements of the information contained, may result in civil liability and liability for monetary damages to the lender, its agents, successors, and assigns, insurers, and any other person who may suffer any loss due to relianc upon an al or · K statements which I have made on this Applicant Disclosure State • Geoffrey C. Brown -------I'-+-+--+---~--_;__---~ ---~-------------Print Name President Date Title Kenneth S. Robertson Print Name Co-Borrower Sig nature ---President Date Title Community Development Housing Services 1200 Carlsbad Village Drive I Carlsbad, CA 92008 I 760-434-2810 t Page 16 March 23, 2021 March 23, 2021 CITY OF CARLSBAD HOUSING TRUST FUND APPLICATION CONSENT TO PUBLIC DISCLOSURE BY APPLICANT By providing the "Personal Information," (if any) as defined in Section 1798.3(a) of the Civil Code of the State of California (to the extent that it is applicable, if at all), requested herein and by seeking a loan from, or a contract with, the sale of real estate to, the right to develop from and/or any and all other entitlements from the City of Carlsbad, the applicant consents to the disclosure of any and all "Personal Information" and of any and all other information contained in this Applicant Disclosure Statement. Applicant specifically, knowingly and intentionally waives any and all privileges and rights that may exist under State and/or Federal Law relating to the public Applicant, by executing this disclosure statement and providing the information requested, consents to its disclosure pursuant to the provisions of the Information Practices Act of 1977, Civil Code Section 1798.24. Applicant is aware that a disclosure of information contained herein will be made at a public meeting or meetings of the City of Carlsbad at such times as the meetings may be scheduled. Applicant hereby consents to the disclosure of said "Personal Information," if any, more than thirty (30) days from the date of this statement at the duly scheduled meeting(s) of City of Carlsbad. Applicant acknowledges that public disclosure of the information contained herein may be made pursuant to the provisions of the Civil Code Section 1798.24(d). Applicant represents and warrants to City of Carlsbad that by providing the information requested herein and waiving any and all privileges available under the Evidence Code of the State of California, State and Federal Law, (to the extent of this disclosure that the information being submitted herein), the information constitutes a "Public Record" subject to disclosure to members of the public in accordance with the provisions of California Government Section 6250 et seq. Applicant specifically waives, by the production of the information disclosed herein, any and all rights that Applicant may have with respect to the information under the provisions of Government Code Section 6254 including its applicable subparagraphs, to the extent of the disclosure herein, as well as all rights of privacy, if any, under the State and Federal Law. Executed this __ day of _______ _, 202_, at ______ County, California. Geoffrey C. Brown Print Name President Date Title Kenneth S. Robertson Print Name Co-Borrower Signature --President Date Title Community Development Housing Services 1200 Carlsbad Village Drive I Carlsbad, CA 92008 I 760-434-2810 t EXHIBIT "A-1" LEGAL DESCRIPTION OF LAND THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CARLSBAD, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: PARCEL "B" OF CERTIFICATE OF COMPLIANCE FOR ADJUSTMENT PLAT FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 30, 2013 AS DOCUMENT NO. 2013-0338927 OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF PARCEL 2 OF CERTIFICATE OF COMPLIANCE FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, SEPTEMBER 22, 1982 AS FILE NO. 82-293200 OFFICIAL RECORDS, SAID POINT ALSO BEING THE NORTHEAST CORNER OF SAID PARCEL "B"; THENCE SOUTH 01°58'54" WEST 315.79 FEET; THENCE SOUTH 64°58'15" WEST 1291.66 FEET; THENCE NORTH 76° 18'48" WEST 361.82 FEET; THENCE NORTH 18°32'12" EAST 525.56 FEET; THENCE NORTH 83°17'35" EAST 654.12 FEET; THENCE NORTH 87°30'41" EAST 333.00 FEET; THENCE NORTH 77°50'00" EAST 275.01 FEET; THENCE NORTH 01°58'54" EAST 124.51 FEET; THENCE NORTH 87°27'37" EAST 110.00 FEET TO THE NORTHEAST CORNER OF SAID PARCEL "B". APN: 207-l01-35-00 PARCEL 2: PARCEL "A" OF CERTIFICATE OF COMPLIANCE FOR ADJUSTMENT PLAT FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 30, 2013 AS DOCUMENT NO. 2013-0338927 OFFICIAL RECORDS; PARCEL "A" CONSISTS OF PARCEL l OF PARCEL MAP NO. 3451 IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, ST ATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JANUARY 31, 1975 AS FILE NO. 75-023997 OFFICIAL RECORDS AND A PORTION OF PARCEL 2 OF CERTIFICATE OF COMPLIANCE FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, SEPTEMBER 22, 1982 AS FILE NO. 82-293200 OFFICIAL RECORDS, TOGETHER WITH THAT PORTION OF LOTS I AND E OF RANCHO AGUA HEDIONDA, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY NOVEMBER 16, 1986, LYING WITHIN EL CAMINO REAL (COUNTY ROAD SURVEY NO. 682) AS VACATED AND ABANDONED BY RESOLUTION RECORDED DECEMBER 21, 1976 AS FILE NO. 76-428052 OFFICIAL RECORDS; PARCEL "A" IS DESCRIBED AS FOLLOWS:BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL l; THENCE ALONG THE NORTHERLY PROLONGATION OF THE WESTERLY LINE OF SAID PARCEL 1, NORTH 18°32'12" EAST, 11.32 FEET TO A POINT ON THE ARC OF A NON-TANGENT 1673.00 FOOT RADIUS CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 26°43'20" WEST, SAID CURVE BEING SOUTHERLY AND CONCENTRIC WITH THE CENTERLINE OF ROAD SURVEY 1800-1, ON FILE IN THE OFFICE OF COUNTY SURVEYOR OF SAN DIEGO COUNTY; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 22°59'39" AN ARC DISTANCE OF 671.41 FEET TO A POINT ON THE NORTHERLY LINE OF SAID PARCEL l, A RADIAL LINE TO SAID POINT BEARS NORTH 3°43'41" EAST; THENCE NON-TANGENT TO SAID CURVE AND CONTINUING ALONG THE NORTHERLY LINE OF SAID PARCEL 1 NORTH 87°27'37" EAST, 205.36 FEET TO THE NORTHEAST CORNER OF SAID PARCEL 1, SAID POINT ALSO BEING THE NORTHWEST CORNER OF SAID PARCEL 2; THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 2 NORTH 87°27'37" EAST, 263.56 FEET; THENCE LEAVING SAID 073904\11788968v2 EXHIBIT A-1 -Page 1 NORTHERLY LINE SOUTH 01 °58'54" WEST, 124.51 FEET; THENCE SOUTH 77°50'00" WEST, 257.37 FEET TO THE SOUTHEAST CORNER OF SAID PARCEL 1; THENCE SOUTH 77°50'00" WEST, 17.64 FEET; THENCE SOUTH 87°27'37" WEST, 333.00 FEET; THENCE SOUTH 83°17'35" WEST, 654.12 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL 1, SAID POINT ALSO BEING THE NORTHWEST CORNER OF SAID PARCEL 2; THENCE NORTH 18°32'12" EAST, 440.00 FEET TO THE POINT OF BEGINNING. APN: 207-101-37-00 PARCEL 3: LOT 13 OF CARLSBAD TRACT 71-5, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STA TE OF CALIFORNIA, ACCORDING TO MAP NO. 7292, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 31, 1972. APN: 207-290-10-00 073904\11788968v2 EXHIBIT A-1 -Page 2 USA PROPERTIES FUND, INC. 3200 Douglas Blvd., Suite 200 Roseville, CA 95661 (916) 773-6060 www.usapropfund.com CREATING Outstanding COMMUNITIES EXHIBIT 4 -·1• ii!!!!! ... :=iiiiai ••• Bl ll='I' .. 11111 r,..., •• PROPERTIES FUND 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 2 USA PROPERTIES FUND, INC. OUR MISSION STATEMENT 4 ABOUT USA 6 MEET OUR TEAM 7 WHAT WE DO 8-9 COMPANY STATISTICS 10-11 OUR CURRENT LOCATIONS 12 GENERAL OCCUPANCY 14-15 SENIOR HOUSING 16-17 COMPARABLE EXPERIENCE 18-21 TEAM RESUMES 20-29 USA AFFILIATIONS 30 JB BROWN FUND 31 Table of Contents-·-~1 .. , :iiaii ... ■UEIJ PROPERTIES FUND 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 3USA PROPERTIES FUND, INC. CREATING OUTSTANDING COMMUNITIES -·-a!ll!!!lr• :iiiaii ... II US'D PROPERTIES FUND Liberty at Aliso Viejo, CA OUR MISSION STATEMENT Since our beginnings in 1981, our mission has been to create outstanding communities that meaningfully improve the lives of those within and around them. We understand housing as a conduit to addressing other social challeng- es including: health care, education, energy, and transportation. We approach each project with equal focus on the bottom line and how we will benefit both our future residents and the cities in which these communities are located. Our belief is that an absolute commitment to excellence is the foundation enabling us to produce the greatest ben- efits for our customers, residents, employees, investors and owners. 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 4 USA PROPERTIES FUND, INC. Talavera Ridge at Folsom, CA 5 ABOUT USA Founded in 1981 and headquartered in Roseville, CA, USA Properties Fund, Inc. (USA) is a vertically integrated, full-service real estate development, investment and management company focused on high-quality multifamily properties throughout the West. Our success is reflective of USA’s strength in leadership, team structure and a commitment to the highest value system. USA’s success can be measured in our $1 billion in total assets through development and acquisition of more than 12,000 units of family and senior apartments in 90 communities throughout California and Nevada, the USA family of companies has more than 400 employees in two states. USA has built a strong reputation of designing and delivering award-winning communities worthy of institutional investment, local agency and public support and participation. Many of USA’s communities are considered pub- lic-private partnerships. Our motivation in acquiring, designing, developing and managing first-rate properties is to create outstanding communities - and provide outstanding opportunities. For more information, please visit www.usapropfund.com. 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 6 USA PROPERTIES FUND, INC. MEET OUR TEAM USA Properties Fund’s executive team has extensive experience in acquiring, developing, financing and managing apartment communities. GEOFFREY C. BROWN President Chief Executive Officer USA Properties Fund, Inc. STEVEN GALL Executive Vice President Development & Acquisitions Principal | USA Properties Fund, Inc. DARREN BOBROWSKY Senior Vice President Capital Markets Group Principal | USA Properties Fund, Inc. APRIL ATKINSON President USA Multifamily Management, Inc. Principal | USA Properties Fund, Inc. JONNY HARMER Chief Financial Officer Principal | USA Properties Fund, Inc. TONY PISCITELLO President USA Construction Management, Inc. USA Properties Fund, Inc. JATIN MALHOTRA Acquisitions Manager USA Properties Fund, Inc. GABE GARDNER Acquisitions Manager USA Properties Fund, Inc. BIANCA CRUZ Acquisitions Coordinator USA Properties Fund, Inc. EXECUTIVE TEAM ACQUISITIONS TEAM 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 7I;) ~ ~ ACQUISITIONS USA Multifamily Housing’s Acquisition team identifies land and apartment oppor- tunities for both market-rate and affordable development throughout California and the West. The Acquisition team considers the demand for housing in the region, the economic factors of the community and the appro- priate investor partnerships that will bring the project to life. LAND USA actively invests in land appropriate for new apart- ment communities, with densities of 20 to 90 units per acre. Development op- portunities typically consist of 100 to 300 units. INVESTMENT USA is actively looking for existing apartment com- munities that have the po- tential for increased value for our investors, residents and localities by improving the buildings and opera- tions. USA looks for existing market-rate, affordable or mixed-income communities with 80 to 400 units. Addi- tionally, USA is aggressively pursuing corporate merger, acquisition and portfolio ac- quisition opportunities. FINANCE Each apartment community – either new construction or acquisition/rehabilitation – requires a unique financing structure in order to achieve the objectives of the own- er/investors and produce exceptional returns, while satisfying the needs of the locality and our residents. USA often partners with institutional partners, local municipalities, econom- ic development agencies, state and county agencies to combine public with private financing, creating a suc- cessful public-private part- nership. WHAT WE DO 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 8 USA PROPERTIES FUND, INC. -·-~1 .. , :iiaii ... ~. ~,,r,, Dll rl-•• PROPERTIES FUND DEVELOPMENT USA Multifamily Develop- ment is an industry leader, looking at all phases of res- idential development for op- portunities that achieve our goals and vision. Our devel- opment team has extensive experience in market-rate and affordable communi- ties, including navigating the myriad of regulations while working with investors, prin- cipals and local officials to meet their objectives and exceed expectations. USA Development employs all members of USA’s vertically integrated team to ensure a successful planning and ex- ecution of each project. CONSTRUCTION MANAGEMENT USA Construction Manage- ment, Inc. has been building multifamily communities in California and Nevada for more than 30 years. Our expert staff provides input throughout the life cycle of a project, from planning to delivery of certificates of occupancy. Our full-service, hands-on team has complet- ed construction or rehabil- itation of more than 12,000 units. GREEN BUILDING AND SUSTAINABLE PRACTICES USA embraces Build It Green building standards to promote better communities, improve energy and water conservation, and ensure healthier indoor living. USA is committed to a minimum Build It Green score of 115 on new construction proj- ects. Some of the Build It Green design features in- clude recycling a minimum of 65% of job site construc- tion waste; energy-efficient indoor and outdoor lighting; water-saving and low-flow fixtures in kitchens and bathrooms; Energy Star-rat- ed appliances; gas cooking, heat and water heating, and ceiling fans in living rooms and bedrooms. MULTIFAMILY MANAGEMENT USA Multifamily Manage- ment, Inc. is an experienced and resource- focused prop- erty and asset management firm. USA Multifamily Man- agement utilizes its region- al platform and local mar- ket expertise to generate operational efficiencies to maximize value of its entire portfolio. USA Multifami- ly Management, founded in 1993, provides full-scale professional administration services for communities including: marketing, main- tenance, leasing, project re- habilitation and accounting services for communities in California and Nevada. WHAT WE DO 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 9USA PROPERTIES FUND, INC. -·-a!ll!!!lr• :iiiaii ... II US'D PROPERTIES FUND 3 Vertically Integrated Companies 90+ Multifamily Communities 35+ Years in Business 12,000+ Affordable & Market Rate Apartment Units COMPANY STATISTICS CREATING OUTSTANDING COMMUNITIES 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 10 USA PROPERTIES FUND, INC. -·-~1 .. , :iiaii ... ■UEIJ PROPERTIES FUND COMPANY STATISTICS & GROWTH CREATING OUTSTANDING COMMUNITIES 202140 years in business! 2015100th community developed 2009Established USA Construction Management 2005USA completes development of 50th community 1999 First tax credit Acquisition/Rehab project - Clayton Crossing, Concord, CA 1994Established USA Multifamily Management, Inc. 1989First tax credit development in Desert Hot Springs, CA UNITS DEVELOPED BY DECADE!"#$%&'()#*&+,-,%".,/&01&+,2$/, 526 4,772 10,954 14,583 !" !#$%%% !&$%%% !'$%%% !($%%% !)%$%%% !)#$%%% !)&$%%% !)'$%%% 1989 1999 2009 2019 Since its inception in 1989, USA has grown into one of the top afford- able housing companies in the country and one of most active in the state of California. NEW PRODUCT3,4&56"/72# 939 1,057 990 626 !" !#%% !&%% !'%% !(%% !)$%%% !)$#%% Under Construction/Rehab Construction Starts Q3/Q4 Under Entitlement Under Feasibility USA has a robust pipeline of projects including new construction and acquisition-rehab of affordable and market-rate communities. PORTFOLIO BY DEMOGRAPHICS Senior 55+ Senior 62 + General Occupancy !"#$%"&'"()*(+,-".#/!0'12 With a diverse portfolio of senior and family communities, USA has remained consistently and increasingly profitable, year after year. 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 11USA PROPERTIES FUND, INC. -0 0 I t u j t T 0 -·-a!ll!!!lr• :iiiaii ... ■UED PROPERTIES FUND OUR CURRENT LOCATIONS USA Properties Fund, Inc. is a vertically integrated multifamily developer with approximately 92 diverse apartment communities throughout California and Nevada. We’re about creating the best possible communities, from quality affordable family and senior communities to market-rate projects with high-end luxury amenities. USA remains committed to its long-lasting relationships developed over decades of partnership with each community we invest in and has the flexibility to meet the unique demands of each jurisdiction. 54 3 1 15 19 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 12 USA PROPERTIES FUND, INC. “We have endless respect for USA and its nev- er-ending commitment to build quality communi- ties that change the lives of residents while also being good opportunities for partners. We’ve en- joyed an excellent relationship with the USA team over the years and applaud the company’s suc- cess.” Michael L. Fowler President of Affordable Housing Partners Inc. “USA not only develops exceptional apartment communities, but they are also a pleasure to work with. Each team member is committed to the com- pany’s mission, resulting in a tangible difference in the quality its residents’ experience. There is tremendous value in having them as a partner and we appreciate and enjoy the relationship.” Roy Faerber Senior Vice President Boston Financial Investment Management “USA is an exceptional housing developer, build- er and manager. The company truly values rela- tionships with its financial partners as well as the communities it serves. Under the leadership of Geoff Brown, USA Properties Fund has flourished over the years and is highly regarded among its peers.” Lisa Gutierrez Relationship Manager, Vice President U.S. Bank Commercial Real Estate 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 13USA PROPERTIES FUND, INC. Harvest at Fiddyment Ranch, Roseville, CA 14 GENERAL OCCUPANCY USA has more than 35 family/general occupancy communities, from Carlsbad in Southern California to Santa Rosa in Northern California. Each community features numerous amenities with many offering lounges and community rooms – in- cluding computer areas, fitness rooms and kitchens – while some provide on-site play areas and swimming pools. USA’s forward-thinking approach to the design of family communities encompasses proximity to parks, shopping centers, schools, health care and public transportation, all helping to create a walkable neigh- borhood experience for residents. 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 15USA PROPERTIES FUND, INC. -·-a!ll!!!lr• :iiiaii ... II US'D PROPERTIES FUND SENIOR HOUSING USA has more than 50 senior communities throughout California and Nevada. The communities provide se- niors high-quality housing with numerous amenities in a safe environment. Amenities often include lounges and community rec- reation areas, a kitchen and fitness area, billiards and a swimming pool and/or spa, landscape grounds with seating and community garden areas. USA’s senior communities are often built near shopping, transportation, health care and entertainment, creating a walkable neighborhood experience for residents. 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 16 USA PROPERTIES FUND, INC. -·-~1 .. , :iiaii ... ■US'h PROPERTIES FUND Arbor Creek Senior Apartments, Sacramento, CA 17 ... ----.... COMPARABLE EXPERIENCE Harvest at Fiddyment Ranch Roseville, Placer County, California Harvest at Fiddyment Ranch is a 300-unit general occupancy, mar- ket-rate community located in western Roseville, nearly three miles from Hwy‐65 surrounded by newer single-family homes. Harvest at Fiddyment Ranch Apartments is a new construction, gen- eral occupancy project of 300 units on approximately 12 acres located at the NW corner of Blue Oaks Boulevard and Orchard View Road in the City of Roseville in Placer County. This project is comprised of 15 identical three-story, garden-style buildings at a density of 25 units per acre. Harvest at Fiddyment Ranch is perfectly located in a master-planned neighborhood and surrounded by a quaint community that is private yet connected for those on the go. With parks, schools, dining, shopping and major freeways all nearby, it’s a beautiful place for families. This community provides an upscale apartment experience for anyone to enjoy. Location:1900 Blue Oaks Blvd. Roseville, CA 95747 Type of Development:300 units on 12 acres New Construction Target Population:General Occupany Market-rate Project Financing:Debt $58M: East West Bank Equity $21M: Private Placement Development Team:Lee & Jagoe Architecture Project Completion:June 2019 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 18 USA PROPERTIES FUND, INC. COMPARABLE EXPERIENCE Talavera Foslom, Sacramento County, California Talavera is a 293-unit general occupancy, market-rate community that fea- tures upscale amenities, a resort-style pool and a fully-equipped fitness center. Talavera is located within the established Broadstone master planned com- munity, which features over one million square feet of retail, restaurants and services, a large public park and high-end, newer single-family homes. The site has superb walkability, excellent visibility and access proximity to public trans- portation and to major employers. Intel, Folsom’s largest employer, is 2.5 miles west of the property and Folsom Lake College is less than 0.5-mile northwest of the property. Talavera consists of four separate apartment buildings and provided parking. Seven to twelve of the apartment units are restricted to affordable rent levels. The project includes a number of indoor and outdoor recreational amenities for residents including an outdoor swimming pool, spa, barbeque area, pet groom- ing facilities, bicycle maintenance area, fitness center, meeting rooms, commu- nity kitchen and mail room. The design of the apartment buildings reflects a fairly contemporary architectural style with many high-quality elements. Location:1550 Broadstone Pkwy Folsom, CA 95630 Type of Development:293 units on 11.54 acres New Construction Target Population: General Occupancy Market-rate 7-12 units are affordable Project Financing:Debt $59M: East West Bank Equity $17M Development Team:GMPA Architects Project Completion:November 2019 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 19USA PROPERTIES FUND, INC. COMPARABLE EXPERIENCE Adega at Rohnert Park Rohnert Park, Sonoma County, California Adega at Rohnert Park is a 135-unit market-rate garden community that is part of a larger development covering 12.25 acres, which counts residential units, a hotel, and a 0.65-acre park facility. Adega is Class A, new construction general-occupancy project of 135 units on 6.0 acres located at the NWC of Carlson Court and Labath Avenue in the City of Rohnert Park in Sonoma County. This project is comprised of seven three-story, garden-style buildings with tuck-un- der garages at a density of ±22.5 units per acre. Each unit features vinyl plank flooring throughout with low pile carpet in bedrooms. Kitch- ens boast a full stainless-steel appliance package, and bathrooms have quartz countertops, full-size front load washer/dryer, roller shades and a large patio area. The clubhouse includes a leasing lobby, a fitness room with best-in-class equipment, a large club room with multiple lounge areas, gas fireplace, large screen TV and a hospitality kitch- en and a patio with an outdoor pingpong table. The clubhouse also features a multiple-station sound system and free WiFi. In summary, Adega is an apartment community of refined interiors with residences that brim with impressive finishes. Location:541 Carlson Ave. Rohnert Park, CA 94928 Type of Development:135 Units on 6.0 acresMarket-rate garden apartmentsNew Construction Target Population:100% General Occupancy Market Rate Project Financing:Debt $34.7M: US Bank Equity $12.4M Development Team: USA Properties Fund, Inc. KTGY Group, Inc. Civil Design Consultants, Inc. Project Completion:February 2020 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 20 USA PROPERTIES FUND, INC. COMPARABLE EXPERIENCE Vintage & Liberty at Aliso Viejo Aliso Viejo, Orange County, California Vintage Aliso (Phase I) & Liberty Aliso (Phase II) were developed through a public-private partnership, resulting in the creation of 402 units of new multifamily housing in the heart of Aliso Viejo, California. Completed in 2017, Vintage Aliso is a 4-story, 202-unit senior afford- able housing community that was financed with 4% Low-Income Tax Credits (LIHTC) and tax-exempt bonds. The property offers its res- idents a wide variety of recreational activities, including a sparkling swimming pool, community gardens, a recreation center where social events (such as potlucks and game nights are hosted), exercise equip- ment, and pet washing stations. The second phase, Liberty Aliso, was completed in 2019 and provides an additional 200 units of multifamily housing in a 4-story elevator-serviced building constructed atop a po- dium parking garage. USA Properties Fund, Inc. served as the Lead Developer. The Foundation for Affordable Housing served as a co-de- veloper/co-general partner on the project. Location:Vintage Aliso: 2C Liberty Ave. Liberty Aliso: 100 Freedom Lane Type of Development: Vintage Aliso (202 Units) Liberty Aliso (200 Units) 402 units of new construction multifamily housing in two phases: Phase I: 4-story surface-parked; Phase II: 4-story elevator-serviced bldg. atop podium Target Population:100% Senior affordable Project Financing: Boston Financial and Citi Community Development • $108.3 million combined project capitalization• 4% LIHTC (tax credits) & Tax-Exempt Bonds Development Team:USA Properties and Foundation for Affordable Housing Project Completion:Vintage Aliso: Built 2017Liberty Aliso: Built 2019 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 21USA PROPERTIES FUND, INC. w CHIEF EXECUTIVE OFFICER USA PROPERTIES FUND, INC. REFERENCES MICHAEL FOWLER, PRESIDENT Sun America Affordable Housing Partners, Inc. One SunAmerica Center Los Angeles, CA 90067 (310) 772-6553 mfowler@sunamerica.com JONATHAN KLEIN VP, Community Dev. Finance Union Bank of California 200 Pringle Avenue, #200 Walnut Creek, CA 94596 (925) 947-2461 jonathan.klein@uboc.com WILL N. COOPER JR. President & CEO WNC & Associates, Inc. 17782 Sky Park Circle Irvine, CA 92614 (714) 662-5565 x 115 wcooperjr@wncinc.com EDUCATION CONTACT GEOFFREY C. BROWN PRESIDENT AND CHIEF EXECUTIVE OFFICER Geoffrey C. Brown joined USA Properties Fund in 1989, and he was named President and Chief Executive Officer of the company in 1997. He has overseen a dramatic increase in communities and units during his tenure. Before he joined USA Properties, Mr. Brown was employed by Lloyds Bank in its commercial credit department and later as a commercial real estate construction loan officer. After Lloyds Bank was acquired by Sanwa Bank, he was named Vice President and Manager of the Pasadena Real Estate Office and oversaw the construction lending for commercial and residential loans. Mr. Brown earned his bachelor’s degree in Economics from Willamette University and an MBA in Finance from the University of Washington. He is a licensed California contractor and real estate broker. Mr. Brown currently serves on the Board of Directors for the California Council for Afford- able Housing and California Housing Consortium of which he was Chairman for 2012 and 2013. PROJECT ROLES & RESPONSIBILITIES As Chief Executive Officer of USA Properties Fund, Inc., Mr. Brown is the ultimate person respon- sible for every member of the team, and every aspect of the project through its life-cycle. Mr. Brown will oversee the entire vertically-integrated team at USA Properties to ensure seamless collaboration and continuity among the project team members through all phases of the project— from government and community engagement and project planning and design, through financing and construction, lease-up, and management. RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com (916) 724-3836 gbrown@usapropfund.com University of Washington, M.B.A. Willamette University, Bachelors PARKSIDE AT SYCAMORE West Sacramento, California 62 units | Family Affordable Ground-up development of 62 units of family af- fordable apartment homes developed in partner- ship with City of West Sacramento. $24M project capitalization; financed with 9% tax credits. AURORA Gold River, California 162 units | Market-Rate Ground-up development of 162 units of general oc- cupancy market-rate apartment homes. Construc- tion projected to start March 2021. THE AJ Sacramento, California 345 units | Mixed-Income Now under construction. First residential project of the Railyards master plan. In partnership with LDK Ventures, SHRA, HCD and City of Sacramento. BROOKSIDE Lincoln, California 208 units | Family Affordable Rehabilitated by USA in 2016. This project consists of 208 units of family affordable apartment homes. $36M project capitalization; financed with 4% tax credits. VINTAGE & LIBERTY AT ALISO Aliso Viejo, California 402 units | Senior Affordable Phase I: Vintage at Aliso is a ground-up develop- ment of 202 units of senior affordable housing on 4 acres. Phase II: Liberty at Aliso is a ground-up development of 200 units of senior affordable. LANDING AT COLLEGE SQUARE Sacramento, California 270 units | Market-Rate Ground-up development of 270 units of general occupancy, market-rate. Designed with three-story walk-up buildings on 10 acres. Amenities include pool, fitness center, media room, carports and clubhouse. !!!I ... ...... II U.s'D PROPERTIES FUND STEVEN GALL EXECUTIVE VICE PRESIDENT DEVELOPMENT & ACQUISITIONS PRINCIPAL | USA PROPERTIES FUND Steven Gall oversees USA Properties Fund’s land and existing apartment community acquisition and development activities. Mr. Gall has more than 30 years of experience in the real estate indus- try, including more than 25 years with USA Properties’ in various land acquisition and develop- ment roles. He has also served as Vice President of Land Acquisition for the Sacramento Divisions of Centex Homes and MBK Homes, as well as Sacramento City Partner/Development Director for Alliance Residential Company. Mr. Gall holds a bachelor’s degree from Willamette University and an MBA from the University of Washington. PROJECT ROLES & RESPONSIBILITIES Reporting directly to the President & CEO, 30+ year real estate development veteran, Mr. Gall, will oversee the entire development process for the Project from crafting the public-private partner- ship with the Commission, County and City through design, entitlement, construction, lease-up, and management. The day-to-day project lead, Jatin Malhotra, will report directly to (and work closely with) Mr. Gall. Together, both Jatin and Steven will work with MCP on the development agreement. RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com 23 University of Washington, M.B.A. Willamette University, Bachelors REFERENCES DANA LEVY VP, Advisory Principal Chaparral Land Company (805) 444-3550 dana@dirtdeals.com DAVID GOUIN, DIRECTOR Housing and Community Services 90 Santa Rosa Avenue Santa Rosa, CA 95404 Tel. (707) 543-3300 dgouin@srcity.org RUSSELL J. AUSTIN Murphy Austin Adams Schoenfeld LLP 555 Capitol Mall, Suite 850, Sacramento, CA 95814 P: 916.446.2300 x3006 raustin@murphyaustin.com EDUCATION CONTACT (916) 724-3825 sgall@usapropfund.com PARKSIDE AT SYCAMORE West Sacramento, California 62 units | Family Affordable Ground-up development of 62 units of family af- fordable apartment homes developed in partner- ship with City of West Sacramento. $24M project capitalization; financed with 9% tax credits. VINTAGE & LIBERTY AT ALISO Aliso Viejo, California 402 units | Senior Affordable Phase I: Vintage at Aliso is a ground-up develop- ment of 202 units of senior affordable housing on 4 acres. Phase II: Liberty at Aliso is a ground-up development of 200 units of senior affordable. ADEGA Rohnert Park, California 135 units | Market-Rate Class A, new construction general-occupancy proj- ect of 135 units on 6.0 acres. Comprised of seven three-story, garden-style buildings with tuck-under garages at a density of ±22.5 units per acre. Con- struction completed February 2020. BROOKSIDE Lincoln, California 208 units | Family Affordable Rehabilitated by USA in 2016. This project consists of 208 units of family affordable apartment homes. $36M project capitalization; financed with 4% tax credits. HARVEST AT FIDDYMENT Roseville, California 300 units | Market-Rate New construction, general occupancy project of 300 units on approximately 12 acres. Project is comprised of 15 identical three-story, garden-style buildings at a density of 25 units per acre. LANDING AT COLLEGE SQUARE Sacramento, California 270 units | Market-Rate Ground-up development of 270 units of general occupancy, market-rate. Designed with three-story walk-up buildings on 10 acres. Amenities include pool, fitness center, media room, carports and clubhouse. !!!I ... ...... II U.s'D PROPERTIES FUND w SENIOR VICE PRESIDENT CAPITAL MARKETS GROUP California State University, Sacramento Bachelor’s in Business Administration (Real Estate & Land Use Affairs) REFERENCES CHRISTINE WEICHERT Assistant Director Development Finance, SHRA 801 12th Street Sacramento, CA 95814 (916)440-1353 cweichert@shra.org ROY FAERBER Senior Vice President Boston Financial Investment Management, LP 8721 Sunset Boulevard, PH1 Los Angeles, CA 90069 (310) 860-4550 roy.faerber@bfim.com MIKE HEMMENS Managing Director Citi Community Capital 325 E Hillcrest Dr., Suite 160, Thousand Oaks, CA 91360 (805) 557-0933 mike.hemmens@citi.com EDUCATION CONTACT (916) 865-3981 dbobrowsky@usapropfund.com DARREN BOBROWSKY PRINCIPAL | USA PROPERTIES FUND Darren Bobrowsky joined USA Properties Fund, Inc. in December 2010 as Director of Capital Markets Group. In this position, Mr. Bobrowsky oversees procurement and maintenance of debt and equity financing for USA Properties Fund’s projects. In July 2015, Mr. Bobrowsky was named Senior Vice President of Capital Markets Group and became a USA Properties Fund shareholder. Prior to joining USA Properties Fund, Mr. Bobrowsky was Vice President, Acquisitions for Capital Valley Investments (The Ezralow Company). Previous to that, Mr. Bobrowsky was Director of Development Services at Sacramento Housing and Redevelopment Agency (SHRA). During his time at SHRA, he was involved in the development of over 10,000 affordable housing units with total project costs exceeding $1 Billion. Mr. Bobrowsky obtained his Bachelor’s degree in Business Administration (Real Estate and Land Use Affairs) from California State University, Sacramento in 1991. PROJECT ROLES & RESPONSIBILITIES Reporting directly to the President & CEO, Mr. Bobrowsky oversees the procurement and maintenance of debt and equity financing for all of USA Properties’ projects—and will be overseeing these activities for the Project. At the design and conception phase, Mr. Bobrowsky provides valuable real-time feedback on capital markets conditions, which helps to ensure that the development team designs projects that will be financially-feasible and financeable. RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com PARKSIDE AT SYCAMORE West Sacramento, California 62 units | Family Affordable Ground-up development of 62 units of family af- fordable apartment homes developed in partnership with City of West Sacramento. $24M project capital- ization; financed with 9% tax credits. VINTAGE AT SYCAMORE Simi Valley, California 99 units | Senior Affordable Infill redevelopment of a former park site with 99 units of affordable senior apartment homes. Project financing includes Tax Exempt Bonds and subsidy from the City of Simi Valley. Financial partners in- clude WNC and Citibank. VINTAGE AT WOODMAN Los Angeles, California 239 units | Senior Affordable New construction underway. This project consists of 239 units of senior affordable projected to start construction November 2020. Designed by Archi- tects of Orange and financed with 4% credits, Cal- HFA Mixed-Income program and state tax credits. AURORA Gold River, California 162 units | Market-Rate Ground-up development of 162 units of general oc- cupancy market-rate apartment homes. Construc- tion projected to start March 2021. BROOKSIDE Lincoln, California 208 units | Family Affordable Rehabilitated by USA in 2016. This project consists of 208 units of family affordable apartment homes. $36M project capitalization; financed with 4% tax credits. THE AJ Sacramento, California 345 units | Mixed-Income Now under construction. First residential project of the Railyards master plan. In partnership with LDK Ventures, SHRA, HCD and City of Sacramento. !!!I ... ...... II U.s'D PROPERTIES FUND APRIL ATKINSON PRINCIPAL | USA PROPERTIES FUND April Atkinson joined USA Properties Fund in August 2016 as Executive Vice President of USA Multifamily Management, Inc. Mrs. Atkinson oversees management of the company’s almost 90-community portfolio, with com- munities throughout California and Nevada. Mrs. Atkinson, who has more than 20 years of experience in the industry, was most recently Vice President of Property Management for the Irvine Company in the Bay Area. She managed an 8,200-unit portfolio in the Bay Area for the Irvine Company. She earned her MBA from Pepperdine University, The George L. Graziado School of Business Management. PROJECT ROLES & RESPONSIBILITIES Reporting directly to the President & CEO, Mrs. Atkinson is a 20+ year real estate veteran who oversees USA Properties’ affiliated “in-house” property management company (USA Multifamily Management, Inc.). Mrs. Atkinson and her group provide valuable expertise and input during the project design and conception phase, and will ultimately handle the marketing, lease-up, maintenance, management and operations of the Project. RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com 25 Pepperdine University, The George L. Graziado School of Business Management, M.B.A. REFERENCES DAVID W. TYRA Kronick Moskovitz Tiedemann & Girard 400 Capitol Mall, 27th Floor Sacramento, CA 95814 (916) 321-4500 dtyra@kmtg.com JOAN SPEIGEL, CPCU, ARM Bickmore Insurance and Risk Consulting 1750 Creekside Oaks Drive, Suite 200 Sacramento, CA 95833 (510) 286-9030 jspiegel@bickmore.net TATE MCCOY, EVP Lockton Companies of Colorado, Inc. 8110 East Union Ave, #700 Denver, CO 80237 (303) 414-6456 tate.mccoy@lockton.com EDUCATION CONTACT (916) 724-3939 aatkinson@usapropfund.com PRESIDENT USA MULTIFAMILY MANAGEMENT, INC. VINTAGE AT SYCAMORE Simi Valley, California 99 units | Senior Affordable Infill redevelopment of a former park site with 99 units of affordable senior apartment homes. Project financing includes Tax Exempt Bonds and subsidy from the City of Simi Valley. Financial partners in- clude WNC and Citibank. THE LANDING AT ARROYO Simi Valley, California 212 units | Market-Rate Now under construction. This project consists of 212 market-rate units. Project designed by Basse- nian Lagoni. First new market-rate project of signif- icant size to enter the market since 2007. ADEGA Rohnert Park, California 135 units | Market-Rate Class A, new construction general-occupancy proj- ect of 135 units on 6.0 acres. Comprised of seven three-story, garden-style buildings with tuck-under garages at a density of ±22.5 units per acre. Con- struction completed February 2020. VINTAGE AT WOODMAN Los Angeles, California 239 units | Senior Affordable New construction underway. This project consists of 239 units of senior affordable projected to start construction November 2020. Designed by Archi- tects of Orange and financed with 4% credits, Cal- HFA Mixed-Income program and state tax credits. THE AJ Sacramento, California 345 units | Mixed-Income Now under construction. First residential project of the Railyards master plan. In partnership with LDK Ventures, SHRA, HCD and City of Sacramento. TALAVERA Folsom, California 293 units | Market-Rate Talavera is a 293-unit general occupancy, mar- ket-rate community that features upscale amenities, a resort-style pool and a fully-equipped fitness cen- ter. !!!I ... ...... II U.s'D PROPERTIES FUND w Brigham Young University, Master’s in Accounting Brigham Young University, Bachelor’s in Accounting REFERENCES MIKE MORRISON, CPA Novogradac & Company LLP 1160 Battery Street East Building, 4th Floor San Francisco, CA 94111 (415) 356-8025 Mike.Morrison@novoco.com JOAN SPEIGEL, CPCU, ARM Bickmore Insurance and Risk Consulting 1814 Franklin Street, #504 Oakland, CA 94612 (510) 286-9030 jspiegel@bickmore.net ALEX USHAKOV Sr. Business Relationship Manager, VP Wells Fargo 400 Capitol Mall Sacramento, CA 95814 (916) 678.3695 alex.ushakov@wellsfargo.com EDUCATION CONTACT (916) 724-3831 jharmer@usapropfund.com JONNY HARMER Jonathan “Jonny” Harmer joined USA Properties Fund in July 2017 as Chief Financial Officer. Harmer manages accounting, financial, information technology and tax activities for USA Proper- ties. Mr. Harmer, who has over 20 years of accounting experience, was most recently CFO of CV Holdings Inc., a commercial real estate finance company in Newport Beach, California. He has also served as CFO of CORE Realty Holdings LLC and Meridian Development. He earned a Bachelor’s Degree in Accounting and a Master’s Degree in Accounting/Tax from Brigham Young University. He is a Certified Public Accountant (CPA) registered as inactive with the State of California Board of Accountancy. PROJECT ROLES & RESPONSIBILITIES Reporting Directly to the President & CEO, Mr. Harmer manages all of the accounting, financial, information technology, and tax activities for USA Properties Fund. He and his staff will ensure that the all of the Project’s financial, accounting, and tax-related activities are expertly managed. He will also play a key role in evaluating the project’s financial projections. RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com CHIEF FINANCIAL OFFICER USA PROPERTIES FUND, INC. PRINCIPAL | USA PROPERTIES FUND TALAVERA Folsom, California 293 units | Market-Rate Talavera is a 293-unit general occupancy, mar- ket-rate community that features upscale amenities, a resort-style pool and a fully-equipped fitness cen- ter. THE LANDING AT ARROYO Simi Valley, California 212 units | Market-Rate Now under construction. This project consists of 212 market-rate units. Project designed by Basse- nian Lagoni. First new market-rate project of signif- icant size to enter the market since 2007. ADEGA Rohnert Park, California 135 units | Market-Rate Class A, new construction general-occupancy proj- ect of 135 units on 6.0 acres. Comprised of seven three-story, garden-style buildings with tuck-under garages at a density of ±22.5 units per acre. Con- struction completed February 2020. VINTAGE AT WOODMAN Los Angeles, California 239 units | Senior Affordable New construction underway. This project consists of 239 units of senior affordable projected to start construction November 2020. Designed by Archi- tects of Orange and financed with 4% credits, Cal- HFA Mixed-Income program and state tax credits. THE AJ Sacramento, California 345 units | Mixed-Income Now under construction. First residential project of the Railyards master plan. In partnership with LDK Ventures, SHRA, HCD and City of Sacramento. AURORA Gold River, California 162 units | Market-Rate Ground-up development of 162 units of general oc- cupancy market-rate apartment homes. Construc- tion projected to start March 2021. !!!I ... ...... II U.s'D PROPERTIES FUND MODERA GLISAN (PEARL DISTRICT) Portland, Oregon 291 Units | Market-Rate This apartment building is a 12-story, L-shaped high-rise consisting of 291-luxury apartments with high-end amenities, including: spectacular view clu- broom/lounge, roof terraces with pool, fire tables & BBQs on 0.90-acres. MODERA BUCKMAN Portland, Oregon 170 Units | Market-Rate Podium apartment project consisting of 170-luxury apartments in a 7-story (5-levels Type V over 2-lev- els Type I) building over 1-level below-grade parking with 6,650 SF of retail and amenities including: roof terraces and fire tables & BBQs, clubroom/lounge, rock climbing wall/amenity room on a 0.86-acres. MODERA DAVIS (PEARL DISTRICT) Portland, Oregon 204 Units | Market-Rate This apartment building is a 12-story, high-rise and 2-levels of below-grade parking with 204-luxury residences and high-end amenities including; golf simulator, float pod, sauna, roof terrace with fire ta- bles, and BBQs on 0.46-acre. MODERA BELMONT Portland, Oregon 200 Units | Market-Rate Podium apartment project consisting of 200-lux- ury apartments in a 6-story (5 levels Type V over 1 level Type I) building over 1-level below-grade parking and 11,362 retail SF with amenities, includ- ing: roof terrace, clubroom, virtual reality/gaming room, and community courtyard on 0.86-acres. MODERA PEARL (PEARL DISTRICT) Portland, Oregon 290 Units | Market-Rate This apartment building is a 9-story, high-rise and 2-levels of below-grade parking with 290-luxu- ry apartments and high-end amenities, including: movie viewing room, roof terrace with spa, fire ta- bles, operable trellis, and BBQs on 0.92-acres. TESSERA ORENCO STATION Hillsboro, Oregon 304 Units | Market-Rate “Wrap-style” apartment project consisting of 304-apartments in three (3) 4-story buildings, in- cluding 7,000 square feet of retail, and a 5-level above-grade parking structure over a 4.25-acre site. TONY PISCITELLO PROJECT ROLES & RESPONSIBILITIES RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com 27 REFERENCES EDUCATION CONTACT (916) 724-3856 tpiscitello@usapropfund.com PRESIDENT USA CONSTRUCTION MANAGEMENT, INC. Mr. Tony Piscitello joined USA Properties in June 2020 as President of USA Construction Man- agement, and oversees all aspects of construction. Mr. Piscitello has three decades of construction management experience, most recently with market-rate apartment communities, an expanding focus of USA Properties. Before joining USA Properties, Mr. Piscitello was Vice President of Con- struction for Mill Creek Residential Trust, where he oversaw the company’s multifamily projects in Portland, Oregon since 2015. The national company recently completed three high-profile mar- ket-rate apartment communities in Portland. Mr. Piscitello was also Senior Project Manager for the Holland Partner Group in Vancouver, Washington, a fully integrated real estate company much like USA Properties. Mr. Piscitello, who earned a bachelor’s degree in Construction Management from Cal Poly-San Luis Obispo, started his construction management career in San Diego, with Centex/ MH Golden Construction Company and later B&G Consultants. Cal Poly, San Luis Opispo Construction Management KEY TEAM MEMBER | USA PROPERTIES FUND Mr. Piscitello leads USA Construction Management in the successful completion of all construction activities of USA Properties Fund and is responsible for managing the profit and loss expectations for this department. He provides long-term vision of the Construction department, including busi- ness awareness, critical analysis, integration of information, and develops action-oriented plans. Mr. Piscitello models and promotes the company’s core values and expectations in a systematic and proactive way. ROSALIE MERKS Director of Real Estate Development AAA Management, LLC 1450 Frazee Road, Suite 414 San Diego, CA 92108 (619) 403-4338 rmerks@aaamanagementllc.com DAN DIAS Economic and Community Development Director City of Hillsboro, Oregon 150 E. Main Street Hillsboro, OR 97123-4028 (503) 681-5275 dan.dias@hillsboro-oregon.gov STEVE STEWART Facilities Engineering Manager City of Carlsbad, California 1200 Carlsbad Village Drive Carlsbad, CA 92008 (760) 317-3508 steven.stewart@carlsbadca.gov !!!I ... ...... II U.s'D PROPERTIES FUND ACQUISITIONS MANAGER University of California, Davis Bachelor of Science in Managerial Economics REFERENCES ANNIE GERARD VP, Advisory Myers Research 3200 Bristol Street Suite 640 Costa Mesa, CA 92626 (714) 619-7856 agerard@meyersresearchllc.com IONE STEIN President Ione Real Estate, Inc. 615 N. Hillcrest Rd. Beverly Hills, CA 90210 (310) 281-2590 Office ione@ionerealestate.com MIKE HEMMENS Managing Director Citi Community Capital 325 E Hillcrest Dr., Suite 160, Thousand Oaks, CA 91360 (805) 557-0933 mike.hemmens@citi.com EDUCATION CONTACT (916) 724-3892 jmalhotra@usapropfund.com JATIN MALHOTRA KEY TEAM MEMBER | USA PROPERTIES FUND Jatin Malhotra joined USA Properties Fund in 2014 as an Acquisitions Coordinator and was soon promoted to an Acquisitions Specialist and then Acquisitions Manager. He supports the Acquisition Department in identification, evaluation and execution of acquisition and develop- ment opportunities. In his role, he regularly communicates with brokers, property owners, city officials, lenders and title companies. Prior to joining USA, Mr. Malhotra worked as an Associate Consultant for Development & Financial Advisory and an Assistant Project Manager for Fulcrum Property where he was involved in acquisition, development and entitlement of various projects in the Sacramento and Bay area. Mr. Malhotra earned a Bachelor of Science degree in Managerial Economics from the Univer- sity of California, Davis in June 2012. He is also a Licensed Real Estate Salesperson. PROJECT ROLES & RESPONSIBILITIES As part of the Acquisitions team at USA, Mr. Malhotra will work very closely with EVP, Steven Gall to work through the Development Agreement with MCP. While serving the main point of contact for MCP, he will lead USA’s due diligence coordination and approval with Vice President, Development Entitlements, Royce Patch and Vice President of Architecture, Sean Reynolds. RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com HARVEST AT FIDDYMENT Roseville, California 300 units | Market-Rate New construction, general occupancy project of 300 units on approximately 12 acres. Project is comprised of 15 identical three-story, garden-style buildings at a density of 25 units per acre. VINTAGE AT WOODMAN Los Angeles, California 239 units | Senior Affordable New construction underway. This project consists of 239 units of senior affordable projected to start construction November 2020. Designed by Archi- tects of Orange and financed with 4% credits, Cal- HFA Mixed-Income program and state tax credits. COLLEGE CREEK Santa Rosa, California 164 units | Family Affordable Ground-up development of 164 units in one, two and three-bedroom units in partnership with Coun- ty of Sonoma. Project has been entitled and on tar- get to start construction Q4 2021. THE LANDING AT ARROYO Simi Valley, California 212 units | Market-Rate Now under construction. This project consists of 212 market-rate units. Project designed by Basse- nian Lagoni. First new market-rate project of sig- nificant size to enter the market since 2007. VINTAGE & LIBERTY AT ALISO Aliso Viejo, California 402 units | Senior Affordable Phase I: Vintage at Aliso is a ground-up develop- ment of 202 units of senior affordable housing on 4 acres. Phase II: Liberty at Aliso is a ground-up development of 200 units of senior affordable. VINTAGE AT SYCAMORE Simi Valley, California 99 units | Senior Affordable Infill redevelopment of a former park site with 99 units of affordable senior apartment homes. Proj- ect financing includes Tax Exempt Bonds and sub- sidy from the City of Simi Valley. Financial partners include WNC and Citibank. !!!I ... ...... II U.s'D PROPERTIES FUND GABE GARDNER ACQUISITIONS MANAGER KEY TEAM MEMBER | USA PROPERTIES FUND Gabriel Gardner (Principle) joined USA Property Fund, Inc. in 2020 as a lead acquisition fo- cused on affordable and market rate developments. Prior to USA, Mr. Gardner was with JCM Partners LLC out of Concord, CA where he led acquisitions, disposition, and asset manage- ment for a portfolio of over 6000 units, valued in excess of 1B dollars. Gabe was instrumental in the successful sale of all 42 large multifamily assets in the company, through its liquidation into early 2020. His responsibilities included sourcing deals, contract negotiations, risk man- agement, acquisitions, dispositions, property management, construction management, and asset management. Mr. Gardner acquisition expertise includes value-add investments and note purchases, land entitlement and development, as well as directly sourcing deals from principles and rela- tionships. Prior to joining USA, Mr. Gardner was a top 3 multifamily apartment broker with a major national brokerage firm, having led sales in the Sacramento and surrounding regions from 2012-2017. Mr. Gardner received a B.A in Human Biology from Stanford University, and a degree in financial planning from UCLA. PROJECT ROLES & RESPONSIBILITIES As part of the Acquisitions team at USA, Mr. Gardner will work very closely with EVP, Steve Gall to work through the Purchase and Sale Agreements and Entitlement process through to closing. Gabe has led USA’s due diligence coordination and approval with Vice President, Development Entitlements, Milo Terzich and Vice President of Architecture, Sean Reynolds. RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com Stanford University, BA UCLA, CFP REFERENCES SANFORD D. SIGAL President and CEO NewMark Merrill Companies, Inc. Woodland Hills, CA 818-710-6100 ssigal@newmarkmerrill.com BRIAN REIN Chief Operating Officer JCM Partners, LLC Concord, CA brian@rent-one.com SARAH HIRSCHMAN - CEO United States Olympic Committee DAVID MOGAVERO Principle Mogavero Architects dmogavero@mogaveroarchitects.com EDUCATION CONTACT (916) 865-3987 ggardner@usapropfund.com CA DRE #01937972 ACCOMPLISHMENTS 2008 Olympic Gold Medalist Two Time Olympian (04’ 08’) 29 AURORA Gold River, California 162 units | Market-Rate New construction, ground-up development of 162 units of general occupancy market-rate apartment homes. USA is the developer, general contractor and property manager. Construction projected to start March 2021. FOLSOM SCHOLAR Folsom, California 110 units | Senior Affordable Folsom Scholar is a 110-unit, senior affordable proj- ect compromising of one-bedroom units. Construc- tion to begin September 2021. Project is located in the heart of Folsom near USA’s market-rate Tala- vera project. TERRACINA AT LANCASTER Lancaster, California 264 units | Family Affordable Ground-up development of 264 units of family af- fordable apartment homes. Construction projected to start June 2021. PROMENADE PARK APARTMENTS Lodi, California 90 units | Market-Rate Existing 100% Acquisition Rehab Project. 100% of all interiors and the entire exterior of the project was fully renovated in 2019, prior to disposition at 60% IRR. THE LANDMARK Lodi, California 90 units | Market-Rate Existing 100% Acquisition Rehab Project. 100% of all interiors and the entire exterior of the project was fully renovated in 2020. Prior to disposition, this project was at 90% IRR. DIABLO VIEW Concord, California 73 units | Market-Rate Existing Acquisition Rehab Project. 75% of the in- teriors and 100% of exterior rehab was completed prior to disposition in 2018, at 55% IRR. !!!I ... ...... II U.s'D PROPERTIES FUND USA AFFILIATIONS USA is an active member in the Urban Land Institute, and has executives as board members on the California Building Industry Association, Institute of Real Estate Management, North State Building Industry Association and HomeAid, California Housing Consortium, National Multi-Housing Council, American Seniors Housing Association and the National Association of Home Builders. The company also holds a California Department of Real Estate Brokers License as well as contractors’ licenses in California for both USA Properties Fund, Inc. and USA Construction Management, Inc. NATIONAL MULTI-HOUSING COUNCIL CA BUILDING INDUSTRY ASSOCIATION INSTITUTE OF REAL ESTATE MANAGEMENT NORTH STATE BUILDING INDUSTRY ASSOCIATION CALIFORNIA HOUSING CONSORTIUM AMERICAN SENIORS HOUSING ASSOCIATION HOMEAID NATIONAL ASSOCIATION OF HOME BUILDERS URBAN LAND INSTITUTE CA REAL ESTATE BROKERS LICENSE CA DRE #00681197 CONTRACTOR’S LICENSE IN CALIFORNIA CONTRACTOR’S LICENSE IN CALIFORNIA USA Properties Fund, Inc. (USAPF)CA Contractors License # 405116 USA Construction Management, Inc. (USACM)CA Contractors License # 912545 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 30 NATIONAL MULTIFAMILY HOUSING COUNCIL APARTMENT LEADERSHIP RESIDES HERE . INSTITUTE OF REAL ESTATE MANAGEMENT FOR THOSE WHO MANAGE TO MAKE A DIFFERENCE CALIFORNIA HOUSING CONSORTIUM HomeAid Urban Land Institute ri=l ~ r CBIR. l=Jr.!.I NO~ H :,TAT BUILDING INDUSTRY ASSOCIATION American Seniors Housing _ . J¥SO'tianon National Association of Home Builders ri=l ~ ri=l ~ THE JB BROWN FUND CREATING OPPORTUNITIES TO FULFILL DREAMS Since 2011, the JB Brown Fund, a partnership between USA Properties Fund, Inc. and LifeSTEPS, has been helping residents at USA owned and managed commu- nities. We provide seniors and families assistance so that they can remain in their homes during a financial crisis, and we provide scholarships so that residents can im- prove their lives by attending a university, vocational or trade school, or through participation in youth sports. The JB Brown Fund is named after the founder of USA, who was committed to improving the lives of residents and was a leading proponent of lifelong education. USA is committed to building a better future for its residents, from elementary-age children participating in sports to seniors living on a fixed income who suddenly face an unexpected expense. USA, through the JB Brown Fund, helps residents achieve their dreams and sponsors activ- ities that enhance their lives. LifeSTEPS is a 501(c)(3) nonprofit organization; your donation is tax deductible. For additional information or to make a donation, please visit www.jbbrownfund.org. JB BROWN FUND USA CREATINGOPPORTUNITIES3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 31 ~FU Creating Opportunities To Fulfill Dreams l 11o~--LifeSTifs ,,.• .,. ____ ..,, This document has been prepared by USA Properties Fund, Inc. for advertising and general information only. USA Properties, Inc. makes no guarantees, representations or warranties of any kind, expressed or implied, regarding the information including, but not limited to, warranties of content, accuracy and reliability. USA Properties Fund, Inc. ex- cludes unequivocally all inferred or implied terms, conditions and warranties arising out of this document and excludes all liability for loss and damages arising there from. This publication is the copyrighted property of USA Properties Fund, Inc. and/or its licensor(s). ©2020. All rights reserved. USA PROPERTIES FUND, INC. 3200 Douglas Blvd., Suite 200 Roseville, CA 95661 (916) 773-6060 www.usapropfund.com --1-iil\!!! .. . -.. . ···~,, lllill r•-•• PROPERTIES FUND MULTIFAMILY MANAGEMENT "Managing Outstanding Communities for Seniors and Families" ... MULTIFAMILY MANAGEMENT Multifamily Management Overview Founded in 1993, USA Multifamily Management, Inc. is a pro-active, experienced and resourceful property and asset management firm. Our philosophy is simple: To provide a superior level of manage ment. Beyond professional administration, we also provide marketing, maintenance, leasing, project rehabilitation, and accounting services to a growing portfolio of apartment communities in California and Nevada. Just one example of our services includes extensive property expense management. We achieve this by carefully regulating purchasing, closely supervising development operations, maintaining control of contracted services, conducting timely preventative maintenance, monitori ng and appealing real estate taxes, as well as providing training for on-site personnel. Ever-increasing government regu lation and controls add to the complexity of the property management process, making continuing education and training paramount to our management phil osophy. Accord ingly, USA Multifamily Management Inc. strongly believes in education and training for our personnel and provides annual funding for seminars and industry-related courses and internal educational programs. We take pride in the fact that our personnel, through our encouragement, and financia l support, are continually improving their ski lls. Active Senior Housing Program The principals of USA Properties Fund, Inc. have bee n involved in the development and operation of active senior housing programs since the late 1970's. At that time, they recognized that the rapid growth of the senior population in the United States and the resultant need for seniors housing was not a phenomenon that wou ld subside. The housing needs tor both "young" seniors and "mature" seniors represent steps along the housing continuum. USA Properties' apartments strive to fulfill the present and future housing needs of the "young" and somewhat "mature" senior (55-80) earning on average no more than 60% of median income. Since the principals of USA pioneered the development of active seniors apartments, government agencies at every level and private developers of every size have responded to the need of quality housing for seniors of all income levels. With the development of over 6,000 units, USA's principals continually draw upon their extensive experience to re-define their formula to address the needs and desire of today's active sen iors. The core of the program, however remains unchanged: build value oriented senior apartment homes, 2) develop a community of true, active, and involved residents, 3) preserve the independence and privacy of the active senior, and 4) provide housing communities and units specially designed for the senior resident. USA's apartment home communities provide an enriched environment typically unavailable to senior households of modest means. This housing alternative attracts the community minded senior looking to enhance their life with security, beauty, meaning and of course, community. USA generates not only services, but mutual attention and care for needs, desires, and aspirations of our residents. On site management is intimately involved with the circumstances, personalities and needs of residents. Living close ly and cooperatively in an enclosed environment creates mutual caring for each other in cooperation with staff. Affordable Housing Social Services and other support for low-income families and seniors will be provided by our non- profit partners, who are committed to maintaining safe, decent, caring and service-enriched affordable housing. Their program offerings include an on-site library, educational resources, computer training, special excursions, legal and accounting services and health and nutrition programs for all family and senior residents of affordable housing communities. RIVERSIDE CHARITABLE CORPORATION CSADC USA Multifamily Management, Inc. Resident Eligibility Information For Potential Resident Eligibility The Section 42 Tax Credit Program The section 42 LIHTC Tax Credit Program is a program for individuals and families making moderate or lower incomes. Congress created the Program in 1986 as part of the Tax Reform Act, which is administered by the Internal Revenue Service. Benefits to You You will benefit from access to newly constructed or substantially renovated apartments with rents that are typically below market rate. Under the Section 42 Program, rents are no higher than 30 percent of the area median income as published by the Department of Housing and Urban Development Agency (HUD), which often results in rents lower than other comparable apartments in the area. Incentive to Owners Community owners are offered a reduction in their tax liability in exchange for offering quality housing at these low, fixed rents. To be eligible for this reduction, the owners must annually certify that community residents are qualified under the Program's requirements and are paying the correct amount of rent. Difference From Housing Programs This Program is not a subsidized housing or Section 8 program. Each resident is responsible for the full amount of rent each month. The rental amount is NOT based on your individual household income, rather on the pre-set income limits in the area. Some apartments within a particular apartment community may not be part of this program. The rent for these apartments will often be higher. Determine Your Eligibility To find out if you qualify for the Program, management must determine if you meet: -Income Eligibility -Other Program Requirements -Community Resident Selection Criteria All of these points are further detailed below. If you meet the Program requirements, along with management's resident selection criteria, you will qualify for an apartment. Income Eligibility To be eligible, your total household income including income from assets, must be less than or equal to the pre-set income limit for the area. To verify eligibility, an interview will be conducted with you and the other adult members of your household to determine all income and asset sources. Finally, all income and assets will be verified through the appropriate channels. It will be your responsibility to assist management with this step and to provide all necessary information to expedite the verification process (For example, names, addresses, etc.). We will calculate your total household income using the information provided by your income and Understanding and Qualifying for Section 42 Tax Credit Residency The Section 42 housing program refers to that section of the Internal Revenue Tax Code that provides tax credits to investors who build affordable housing. Investors receive a reduction in their tax liability in return for providing affordable housing to people with fixed or lower incomes. Household qualification to reside at a Section 42 community falls under laws mandated by our federal government. The actual income limits are determined by the Department of Housing and Urban Development (HUD) per your county or metropolitan statistical area and by the number of persons in the household. In addition to standard wages, income includes monies received from all sources such as alimony, child support, pensions, social security, and asset income. Your income must be verified by a third-party source prior to being accepted for residency at a Section 42 community and will be reviewed on an annual basis. USA Multifamily Management Key Staff Members April Atkinson Executive Vice President USA Multifamily Management, Inc. April Atkinson joined USA Properties Fund in August 2016 as Executive Vice President of USA Multifamily Management, Inc. Atkinson oversees management of the company's almost 90-cornrnunity portfolio, with communities from the Bay Area and San Diego County to Reno, Nevada. Atkinson, who has more than 20 years of experience in the industry, was most recently Vice President of Property Management for the Irvine Company In the Bay Area. She managed an 8,200-unit portfolio in the Bay .Area for the Irvine Company. She earned her MBA from Pepperdine University, The George L. Grazlado School of Business Management. Victoria Critchfield Vice President of Property Administration, USA Multifamily Managment, Inc. Victoria Critchfield joined USA Properties Fund in 2008 as a Regional Property Supervisor for USA Multifamily Management, Inc overseeing a portfolio of 9 communities wilhin the Sacramento & East Bay area totaling 1207 units. In January 2010 Ms. Critchfield was promoted to the position of Senior Regional Manager. In this role she was responsible for overseeing daily operations, budgets, marketing, performance and team leadership of 25 Communities totaling 3239 units throughout California. In 2011 Ms. Critchfield was named Director of Property Administration In 2011. She has oversight of the company's Regulatory Compliance Department, as well as her continued involvement with the Property Management Department and their operations. In 2014 Victoria Critchfield was promoted to Vice President of Property Administration. Ms. Critchfield brings to her position a wealth of knowledge and experience learned hands on in the property management Industry. She began her career as a Leasing Associate with G.W. Williams Co where over the next 16 years she diligently worked to gain knowledge and experience the industry advancing to the position of Regional Manager. Priya Ramchandran Vice Presidnet of Accounting, USA Multifamilv Mangment, Inc. Priya Ramchandran joined USA Properties Fund, Inc. in October 2010 as the Director of Accounting for USA Multifamily Management, Inc. In this position, Ms. Ramchandran manages all accounting functions for MUitifamiiy Management, Including financial reporting, budgeting, compliance with GAAP, partnership and loan agreements, and policies and procedures development and documentation. In 2015 Ms. Ramchandran was promoted to Vice President of Accounting. Priya Ramohandran has been In the property management industry for over 19 years, with 15 years ln management. Her professional experience includes serving as a Vice President and Asset Management Controller for the U.S. real estate division of the Government of Singapore Investment Corporation. She has also worked in the property management division of one of the nation's largest development organizations, Metropolitan Structures, In Chicago. Ms. Ramchandran holds a Bachelor of Science degree in Business Administration from Calvin College in Grand Rapids, Michigan, Vintage Aliso Apartments 202 2017 2C Liberty Avenue Aliso Vie·o, CA 92656 RiverStone Apartments 136 1985/2007 2200 Sycamore Drive Antioch, CA 94509 Heritage Park at Arcadia 54 2004 150 West Las Tunas Drive Arcadia, CA 91007-8512 Quartz Ridge Family Apartments B4 2016 200 Silver Bend Way Auburn, CA 95603 Terracina Oaks Apartments 56 1994 12200 Gateway Court Auburn, CA 95603-25625 Vintage Canyon Senior A artments 105 1999 855 N. Brea Blvd. Brea, CA 92821 -2625 Vintage Crossing 161 20D2 6830 Jordan Avenue Cano a Park, CA 91303 Rancho Carrillo Apartments 116 1999 6053 Paseo Acampo Carlsbad, CA 92009 Sierra Sunrise Apartments 119 20D4 4525 Manzanita Avenue Carmichael, CA 95608 Sierra Sunrise II Apartments 20 2007 4525 Manzanita Avenue Carmichael, CA 95608 Heritage Park at Cathedral City 153 2003 69-100 McCallum Way Cathedral Cit , CA 92234 Terracina at Cathedral City BO 1995/2011 69-175 Converse Rd. Cathedral Cit , CA 92234 Vintage Oaks Senior Apartments 241 1994/2010 7340 Stock Ranch Road Citrus Hei hts, CA 95621 Vintage Brook Senior Apartments 148 2001 4672 Melody Drive Concord, CA 94521 Vintage Terrace Senior A artments 200 1998 1910 Fullerton Avenue Corona, CA 92881 Terracina at Wildhorse 70 2000 1800 Moore Blvd. Davis, CA 95618-7638 Verbena Crossing Apartments 96 1992 66950 Ironwood Drive Desert Hot S rings, CA 92240 Terracina at Elk Grove 124 1993 9440 West Stockton Blvd. Elk Grove, CA 95758-8001 Terracina at Laguna Creek 136 1997 9274 Franklin Blvd. Elk Grove, CA 95758-5906 Terracina at Park Meadows 144 2003 8B75 Lewis Stein Road Elk Grove, CA 95758 Village Crossing Apartments 196 2001 9241 Bruceville Road Elk Grove, CA 95758 Vintage at Laguna 158 2005 9210 Big Horn Blvd. Elk Grove, CA 95758 Vintage at Laguna II 69 2012 9204 Big Horn Blvd. Elk Grove, CA 95758 Vintage Woods Senior A artments 185 2001 87B0 Madison Avenue Fair Oaks, CA 95628 Forestwood et Folsom Family A ertments 55 201 1 9483 Greenback Ln. Folsom, CA 95630 184 2003 1701 Creekside Drive Folsom, CA 95630 Heritage Park at Glendale 52 2004 420 East Harvard Street Glendale, CA 91205 Huntington Plaza Sr. Apartments 184 1996 6330 Rugby Avenue Huntin ton Park, CA 90255 Campina Court Apartments 60 1995 9000 Campina Drive La Mesa, CA 91942 Villa Cortina Apartments 116 1997 50-701 Washington Street La Quinta, CA 92253-2483 Villa Siena Apartments 126 1997 31300 Auto Center Dr. Lake Elsinore, CA 92530-4515 Avenida Crossing Apartments 77 1996/2015 2317 West Avenue, JS Lancaster, CA 93536 Vintage Desert Rose Senior A artments 184 2001 1701 North Jones Blvd. Las Ve as, NV 89108 Vintage Grove Senior Apartments 110 1999 3625 Williams Avenue Laverne, CA 91750-3113 Brookside Crossing Apartments 208 1996 1685 First Street Lincoln, CA 95648 Heritage Park at Monrovia 78 1968/2003 630 W. Duarte Road Monrovia, CA 91016 Regency Court Apartments 115 2013 720 5th Avenue Court Monrovia, CA 91016 Vintage Crest 190 2004 4700 Park Lane Moor ark, CA 93021 Terracina at Morgan Hill Phase I) 76 1996 230 East Dunne Avenue Mor an Hill, CA 95037 Terracina at Morgan Hill Phase II 72 2000 230 East Dunne Avenue Mor an Hill, CA 95037 Amanda Park Senior Apartments 397 1992/2011 24425 Skyview Ridge Dr. Murrieta, CA 92562 Managed by NVCH The Reserve at Na a 117 2002 710 Trancas Street Na a, CA 94558 Vintage Pointe Senior Apartments 136 1701 Bush Street (VP-I) 1997 Oceanside, CA 92058 Vintage Pointe Senior Apartments 186 1923 Bush Street (VP-II) 2004 Oceanside, CA 92058 Heritage Park at Woodman 155 1974/2003 7840 Woodman Avenue Panorama Cit , CA 91402 Vintage Chateau 240 2000 333 N. McDowell Blvd. Petaluma, CA 94954-2363 Vintage Chateau II 68 2012 325 N. McDowel l Blvd. Petaluma, CA 94954 Terracina at Reno 142 1994 2175 Sierra Highland Drive Reno, NV 89523-2307 Vintage Hills Senior Apartments 200 1999 4195 W. 7th Street Reno, NV 89503-3170 Heritage Park at Hilltop 192 2000/2003 381 1 Lakeside Drive Richmond, CA 94806 Riverbank Family Apartments 65 2010 3952 Patterson Road Riverbank, CA 95367 Vintage at Snowberry 224 2011 8426 Colorado Avenue Riverside, CA 92504 Vintage Square at Westpark 152 2009 2351 Wharton Lane Roseville, CA 95747 Arbor Creek Family Apartments 102 2013 8340 Elk Grove-Florin Road Sacramento, CA 95829 Arbor Creek Senior Apartments 60 2015 8350 Elk Grove-Florin Road Sacramento, CA 95829 Capperstone I Village Family A artments 103 2009 8040 West Stockton Blvd. Sacramento, CA 95823 Cottage Estates 152 1962/2000 2900 Channel Court Sacramento, CA 95825 Creekside Village Senior A artments 296 1985/2005 6465 Village Center Drive Sacramento, CA 95823 Silverado Creek Apartments 168 2006 8501 Brucevi I le Road Sacramento, CA 95758 Terracina at Vineyard 64 1994/2011 8861 Vintage Park Drive Sacramento, CA 95828 Terracina Gold (No .Natomas A artments I) 160 2002 4451 Gateway Park Blvd. Sacramento, CA 95834 Terracina Gold (No. Natomas A artments 11) 120 2002 4451 Gateway Park Blvd. Sacramento, CA 95834 Terracina Meadows 156 2003 4500 Tynebou rne Street Sacramento, CA 95834 Vintage at Natomas Field Sr. A artments 200 2007 4000 Alan Shepard Street Sacramento, CA 95834 Vintage Glen Senior Apartments 124 1997 6000 South Land Park Drive Sacramento, CA 95822 Vintage Knolls Senior Apartments 92 2000 2340 Bel I Street Sacramento, CA 95825 Vintage at Kendall 178 2012 1095 Kendall Drive San Bernardino, CA 92407 Vintage Shores Senior A artments 122 2002 366 Camino de Estrella San Clemente, CA 92672 Mayfair Court Apartments 93 2013 65 McCreary Ave. San Jose, CA 95116 Alderbrook Heights 32 2006 2220 Brookwood Avenue Santa Rosa, CA 95404 Terracina at Santa Rosa 99 2007 471 W. College Avenue Santa Rosa, CA 95401 Tierra Springs Apartments 66 2015 786 Kawana Springs Road Santa Rosa. CA 95401 Vintage Park Senior Apartments 120 1998 147 Colgan Avenue Santa Rosa, CA 95404 Vintage Zinfandel 129 2002 2037 Zinfandel Avenue Santa Rosa, CA 95403 1995/2011 2090 Yosemite Avenue Las Serenas Senior Apartments 108 Simi Valle , CA 93063-6615 2004 2970 Tapo Canyon Road Vintage Paseo Senior Apartments 176 Simi Valle , CA 93063 2003 1101 Sycamore Avenue Heritage Place at Tustin 54 Tustin, CA 92780 1998 2499 Decato Road Vintage Court Senior Apartments 125 Union Cit , CA 94587-4466 Vintage Gardens Senior 2000 1950 E. Bad ii lo Street 188 West Covina, CA 91791 A artments 2119 W. Capitol Ave.# 3100 Parkside at Sycamore 62 2010 W. Sacramento, CA 95691 1975 35 West Clover Street Fair Plaza Senior Apartments 68 Woodland, CA 95695 2006 1620 Mtekle Avenue Terracina at Springlake 156 Woodland.CA 95776 Vintege at Stonehaven 1997/2012 5303 Stonehaven Dr. 125 Yorba Linda, CA 92887 A artments TCORE is • collabor.<tion be1weoo I lum"' Rcsourcn Coo•ullants, Inc, (HRC) and Tl.CS to provide int•n•ivc services to aduJts livi11g in Stcmmtnto County who ht\•e • mental health diagnosis. FUI1dcd by tho CA Ment.J Heo.lth Service, Act, TCORE pro,'Klcs ccc:ovory-bas«I secvices (h21i meet tho individual wd cultural needs of tho pa.ct.icipi.nt. TCORE offers a rwge or service, pro- vided by psychj,1rists, nur,e!f, 1h.cn.pis1s1 persona.I .ser- vices coordinatou. wd eruploymcn, and benefiii, 5pc- cialists. Triage Navigator Program Tciagc/Pccr Navig-ators unders111t1d what people M• going tluougb. They comp-.s1ion>.tely \\1\Uk beside pco· pie d1Cough the Ji[ficull lll'ld sttessruJ e,pei:ience of• mental he.Ith ccisi, ,od help 1.hcm n>.vig.ue a comple< system to find the rcsourc•s •nd help they need. Moblle Crisis Support Team Pccr,taJT P"",iclopa;tcri.l~ support forcient»fteu b.w enl'ora,,ncn, cnoounlcr due to monllll hwth cri,;i$, Stuf wod< i, J>'ltnel'!hip "'d' b.1v l!J\forccmeot and oounl)'cliniciins. Scn,icc,includc: Crisilltu.civen.llonruul safe,y pl11nning. • Help aalOl!Sil,gmcnlal l~lh RCNIOOI, prl,naty cru,,,cmployrncnt ~crvle<:t,oloohol ur dmg """' vi0e1,6uaocW assistance pn>gr.uns, ilcrviccs for children and &millcs Md olh.or social services.,. needed • Pf..-erwuppurt from st:.lff mctnbcra ,\'110 have been through simllitr clrnllcngcs. • Educollon and support u, help pn:wnt foture cal•is. • N•vi1,,.fl>r support for up II) 60 d.1)9 after in121ro TLiCS Orpnluhnal Phlloaoptlj /iossib/c bur at time, m/racu/aus. Tli,CiS 1mb,...•cllvw1,I llld ,....., ttcfl ~ Ovr .. .oft'ft equu,op~fo!' tWQl!oiale~ tnd YOlllftlltl' partlefp-111111llt q\'l, itla'hlJtDfll)lrtl:; IU(deprDYldelJliull .. f#; 11,,....ina ... a,ry!Cllfol' ·---~ ~-Of' ..,.., 1n widlout "'llrd CD l'lat, =tor: O'II~ ~ ~ 1'911&1an. nad.nal art;n, t!IICJIII n11111blt• ~'-'"" LIVE UNITED,. e .1 ='LN ..... TLCS is United Way Certified Agency#3116 A recent independent review statc<i: 1 i""' ' .. \ . ( • I , ! . 4 \. • ·, ~ :·ncs hos created a range of exemplary housing options In this county. These housing options create · · a number of different programs, w_ hic/1 creatively use. ''1 diverse funding sources to maxir,ry_lze_ tl!e. num_ber of II fiousl11g options available in the community.;· ·· · I"' . . .-•t· .. -,.;, rt ¾.· --!:et~:.~:. ':0!11!t!:Wf ~-'r--i'a .io I~. • : _. -.•: .:.. _ .-l.&..:.1.!_ ..... l-. b ...•• ~ TLCS Is the proud recipient or the 20 I 5 Homeless Justice Award from the Sacramento Housing Alliance, ._ ____ _ Administrative Offices: 650 Howe Ave. Bdg 400-A Sacramento, CA 95825 Phone: (916) 441-0123 IJ Fox: (916) 441-6893 www.tlcuoc.org Please consider Including TLCS, Inc. In your w//1 or estate plan. Transforming Lives, Cultivating Success Tran~Jffllng atJd empowering U. U-. of people with mental lllnes.a by 8\lf)partlng lndeP.9ndance and preventing homeleaaneaa. 't .h~$;·~~~h~~i-~-, l' ·9 .. ommu,ri,~y j r :sint ~ tsa1 ~-~ · .. ·, .J·r_:· , TLCS Is a private, non-proflt psychosocial rchabllitatlon agency located in Sacramento County, We provide permanent supportive housing. Interim housing and a variety of mental health services Including: case management programs for people who are homeless, at risk for homelessness and have a severe and persistent mental Illness, and an array of crisis Interven- tion services such as our 2417 Mental Healt h Crisis Respite Center for any adult In Sacramento County experiencing a mental health crisis. Founded In 1981, TLCS has grown to become a leader in providing new and innovative housing and supportive services to Sacramento's mental health community. TLCS owns or operates 6 different residential facilities housing 140 Individuals. TLCS also provides assistance for an additional 168 Individuals living In subsidized scattered site housing throughout the community. We employ more than 140 full-time staff and serve over 5000 clients annually In our housing, residential, case management and crisis services, TLCS is governed by a volunteer Board of Directors that represents a wide cross section of the community, including active consumer participation. Our programs and projects are funded through federal, state and local contracts as well as private granrs and donations. HOUSING PROGRAMS: TLCS provides a vast array of housing options for the mental health community. Palmer Apart• ments Is a 24-hour staffed short•term Interim housing program that provides a safe, hospitable alternative to the shelters and allows individuals the opportunity to get off the screei;s. Cooperative Housing Program Residences Each site provides unique services tailored to the needs of the Individuals residing In these programs. The length of stay is indefinite. .----....,---, Cardosa Village is a 21 unit apartment complex in South Sacramento that offers permanent housing and services to adults with psychiatric disabili- ar..::u.11,;.,=;;;;;;...c-ties and their families. Folsom Oal<s Is an 18 rental-unit apartment com• pl~ near Old Town ln Folsom that offers perma- nent housing and services to adults with psychiat- ric disabilities and their families. Folsom Oaks of- fers a tot lot. picnic area and a community room where families can enjoy educational and recrea• tional activities, SEI\YICES: New Direction, TLCS' Intensive case management program is known as a FuU Service Partnership (FSP) as defined by the CA Mental 1 Jealth Services Act (Prop 63), The Primn,y Goal, To assi~t in sccucing pennnncnt houiing for the indi- viduals we serve. Staff include: psychiatrists, nurses, psychothc,:a- pists, case mangers Substance abuse recovery support is available for lhosc whu are diagnosed with co-occu,·cing di~or- dcn, • Service$ ;1.re fumed at imp{Oving quali1y of life and preventing individual~ from repc:itcdly cycling through the system. • Independent Living Skills • Money Management • Transportation Assistance • Support & Educational Groups The Clubhouse community works to assist each member to gain Inde- pendence through work, education, frlendsillp and access to community t CREATING OUTSTANDING COMMUNITIES License #912545 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com USA Construction Management Inc. has been building multifamily communities throughout California and Nevada for over 30 years. Our expert staff members provide input throughout all stages of a project, from planning to delivery of the certificates of occupancy. We use the best subcontractors who share in our beliefs of standing behind our work, demanding exact results and paying full attention to detail every time. It is this full service, hands on approach that has led to the successful completion of construction and or rehabilitation of over 11,000 multifamily units and allowed USA Construction Management to build a team that includes over 100 years of experience that incorporates a high level of ethics and professionalism into every aspect of a project. New Construction Expert Services – Talent is the keystone to success Licensed under the California Contractors’ Contractor’s License #912545, USA Construction Management, Inc., Owner’s Representative Team consists of degreed construction managers, registered and degreed architects, and many other seasoned professionals, all of whom have extensive construction experience in the private sector. With the aid of our qualified team, owners and developers will reap the benefits of a comprehensive approach. Our focus is on the four most critical aspects of any project: cost control, schedule, quality Construction Management Overview 2. • • • • 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com and safety. We have the ability to assist with everything from strategic master planning to post-construction warranty service. Our strength comes from utilizing a team- based approach where team members work closely with the project’s owner, architect and consultants to provide input during every phase of the construction process. Our team’s input starts at the conceptual stages of a project’s design and continues through the completion of construction, when the project is operational and occupied. USA can provide input on budget, schedule, constructability, phasing, and logistical issues. As the design progresses, we can lead value engineering meetings with experienced subcontractors to create maximum value without compromising program, function or design intent. Our management team reviews project Once construction starts, USA’s scheduling procedure requires, at a minimum, a monthly review of the Project’s status during the Project Team Meeting. The Project Management Team will address the project status, including current information on submittals, RFI’s and change orders with the entire team. USA’s goal is to ensure that the schedule completion date is met, and we have an excellent track record of on-time and on-budget projects completed throughout California and Nevada. Owners and developers can reap the benefits from our comprehensive approach to the four most critical aspects of any project: cost control, schedule, quality and safety. We have the ability to assist with everything from strategic master planning to post- construction warranty service. Construction Management Overview 3. • • • • 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com Excellent field supervision is another key to our success. Combined, our staff has over 100 years of experience working in the construction industry. Owners can feel confident knowing that each of our staff has successfully built multifamily projects for USA for an average of over 12 years. Our superintendents’ leadership abilities, thorough an advanced understanding of plans, product specifications and construction methods, are unparalleled. Combined with the foresight to find the most efficient method of completing project construction, these skills are the backbone to USA’s success. Each of our superintendents brings an unsurpassed knowledge of building, fire/life safety, and ADA (American with Disabilities) codes, while keeping the highest level of job site safety awareness. This sustained level of excellence has allowed USA to maintain strong relationships with our subcontractors, consultants and local jurisdictions. These facets combine to create a team that is second to none and has allowed USA to complete over 11,000 units of high quality apartment homes using the most efficient methods while delivering all projects on time and on budget. Expert Site Supervision 4. • • • • 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com Conceptual estimating Consultant interview Detailed estimating Historical Cost Analysis Due diligence and Site evaluation Input from qualified, reliable subcontractors Develop construction budgets Provide on-going cost estimates to achieve budget goals Lead team coordination and communication with Owner’s representatives Perform constructability reviews and modifications as required Back check review of drawings to ensure that all work is coordinated Provide value engineering with related alternates Coordinate required permitting and utility connections Develop, monitor, and update the project schedule Site logistics/Phasing plans Coordination of project bid activity Material submittals Prevailing Wage/Davis Bacon compliance Preconstruction services include: 5. ~ ~ ~ ~ ~ ~ ~ ~ ~ • • ~ ~ ~ ~ ~ ~ ~ ~ • • 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com Professional Construction Managementand General Contracting Services Project Management Provide reconstruction services (detailed above) Provide field administration and construction office Implement Quality Assurance Program Coordinate plans and specifications Ensure proactive Risk Management throughout Implement Corporate Safety Program Establish and maintain cost control procedures with schedule of values Provide project scheduling Direct and perform onsite work per schedule Conduct progress meetings with the Team Generate, monitor and respond to all RFI’s and ASI’s Initiate and complete project closeout process 6. Pir(O)f(e§§Il(O)IDlSln C(O)IDl§!IrUCC!n(O)IDl MS1miS1gememit Slmldl GemieirSln C(O)IDl!IrSlCC!nmig §eirwncce§ • • • • 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com On Site Supervision Provide daily supervision by highly qualified and experienced superintendent Coordinate loan draw inspections Provide quality control Coordinate all plans and specifications Provide safety monitoring Ensure prevailing Wage and Davis Bacon compliance Provide preliminary notice tracking and monitoring Provide Loan draw processing and administration Provide Joint check processing Provide Contract management Ensure prevailing Wage/Davis Bacon compliance Contract Administration Post Construction Provide Project documentation Provide “As Built” drawings Furnish operations and maintenance manuals Provide Warranty services 7. C(O)rrntrsict Adlmnrrnn~trsitn(O)rrn • • • • 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com Green Building & Sustainable Practices USA Properties Fund utilizes Build It Green building standards to promote integrated communities, energy and water conservation, resource conservation, and healthier indoor environments. In a collaborative method involving USA Multifamily Development, USA Construction Management and USA Multifamily Management teams, USA Properties Fund has established its green building standards in accordance with Build It Green guidelines, meeting a minimum threshold Build-It-Green score of 100 on new construction projects. USA Multifamily Development has certified Green Building Professionals on staff and are Build It Green members. USA Construction Management employs the Build It Green sustainable methods. USA Multifamily Management supports and maintains the sustainable components in the management of completed multifamily community construction projects. USA Properties Fund adheres to Build It Green standards utilizing design features such as: Jobsite Storm Water Pollution Prevention Plans (SWPPP) 65% recycled job site construction waste Energy efficient interior and exterior lighting fixture Water saving and low-flow devices in kitchens and baths High Efficiency toilet Low flow 2 gpm shower heads Low flow 1.5 gpm faucets baths; 2.2 gpm kitchen All “Energy Star” Rated appliances Gas cooking, heat and water heating Ceiling fans in bedrooms and living room CRI green-label, carpeting and pad Non-smoking multifamily communities Engineered water management filtering system Exceed Title 24 efficiencies by at least 15% Solar technology 8. • • • • • • • • :-'\ ~ Build It : ~' GREEN .. : ~-.,. MEMBER . • • • • • • 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com Property Rehabilitation and Capital Improvement Programs USA Properties Fund has successfully provided Rehabilitation and Capital Improvement services to a number of physically distressed properties. USA personnel, with extensive construction and rehabilitation experience, are uniquely qualified to determine physical deficiencies and the need for capital improvements through extensive interior and exterior inspections. Often, rehabilitating a property coupled with professional management will enhance the occupancy standard of the property. A rehabilitation program will also significantly reduce the on-going operating costs of a property. Our success in the rehabilitation is first established by an action plan and detailed budget. We then take the action plan and budget and create a final scope of work for the project. We implement the scope of work with the assistance of the property management staff, thereby minimizing disruption to the community residents. During the rehabilitation process, we are continually evaluating the physical condition of the buildings. We pride ourselves in the ability to adjust to the changing project field conditions while working within the established budgetary guidelines. The ultimate achievement of our rehabilitation process is in converting a Class C property into a Class A community. Before Restoration After Restoration 9. Pr(O)p®rty R®JhS1bnTintS1!n(O)Jnl Sllnlcdl CS1pntS1TI Timpr(O)w®m®nt Pr(O)grS1m§ • • • • 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com USA Construction Key Staff Members Santiago del Rio Vice President, Project Management Tony Piscitello President Mr. Tony Piscitello joined USA Properties in June 2020 as President of USA Construction Management, and oversees all aspects of construction. Mr. Piscitello has three decades of construction management experience, most recently with market-rate apartment communities, an expanding focus of USA Properties. Before joining USA Properties, Mr. Piscitello was Vice President of Construction for Mill Creek Residential Trust, where he oversaw the company's multifamily projects in Portland, Ore., since 2015. The national company recently completed three high-profile market-rate apartment communities in Portland. Mr. Piscitello was also Senior Project Manager for the Holland Partner Group in Vancouver, Wash., a fully integrated real estate company much like USA Properties. Mr. Piscitello, who earned a bachelor's degree in Construction Management from Cal Poly-San Luis Obispo, started his construction management career in San Diego, with Centex/MH Golden Construction Company and later B&G Consultants. 10. Mr. Santiago del Rio joined USA Properties in 2006, and he is actively involved in the day-to-day development and construction efforts of multi- million dollar projects, from planning to completion, placing equal focus on cost, quality, and safety. Before joining USA Properties Fund, Mr. del Rio was Director of Maintenance at Renovation Operations in Northern California for Lyon Apartment Communities (now known as Lyon Living). Mr. del Rio’s ability to build a positive rapport with USA Properties Fund teams, investor partners, consultants- combined with his technical expertise- has allowed him to successfully oversee the development, construction, and renovation of over 4,000 units during his tenure. Notably, this includes the completion of two communities in the South Sacramento area during the Great Recession. Mr. del Rio is also committed to sharing his skills with the next generation of workers in the industry through his work to develop an internship program. Mr. Santiago del Rio graduated with a Bachelor of Architecture and an MBA from CalPoly San Luis Obispo and maintains a California General Contractor’s license. Mr. del Rio is actively involved in the day-to-day construction efforts of projects, from planning to completion. • • • • 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com USA Construction Key Staff Members Patrick McGuirk Vice President, Estimating Patrick McGuirk joined USA Properties Fund as an intern assisting a construction superintendent in 2006, when he was a freshman at California State University, Sacramento. His attention to detail, hard work and task-focused approach as an intern helped him get a position as a construction estimator with the company two years later – while also being a full-time student and junior majoring in Construction Management. Mr. McGuirk was promoted to Vice President of Estimating and Scheduling in summer 2018. In the critical position, Mr. McGuirk oversees the estimating process, and establishes and oversees the activity timelines for projects. He is deeply involved in each project, from the conceptual stage – including the initial cost estimate – to handling construction-related documents. Mr. McGuirk also works closely with USA Properties’ project managers and superintendents ensuring projects remain on schedule and completed on time. By combining on-site visits with the latest management technology, he can keep projects on task. 11. Bob Tarter General Superintendent Longtime contractor Mr. Bob Tarter was promoted to General Superintendent of USA Properties Fund in January 2021, and supervises the field operations for all new construction and renovation projects. Mr. Tarter brings more than four decades of construction experience to the position, including in quality control and safety. During this time in the industry, Mr. Tarter owned a concrete construction company for 20 years which gives him practical experience and insight to the damands of all phases of a construction project. Mr. Tarter joined USA Properties as a Maintenance Tech Supervisor in September 2015, but was quickly promoted and assigned to supervise an extensive renovation of the then- recently purchased Brookside Crossing, an affordable family apartment community in Lincoln. Soon after, he managed construction of Newark Station, an affordable senior community in the Bay Area, and followed with the supervision of Harvest at Fiddyment Ranch, a market-rate community in Roseville completed in late-2019. “It’s a great feeling to take a bare piece of ground … and develop a finished project that provides much- needed housing,” he said. • • • • 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150 | www.usapropfund.com 1 USA PROPERTIES FUND, INC. USA COMMUNITIES | LIHTC FINANCING CREATING OUTSTANDING COMMUNITIES PROJECT FINANCING LOCATION NO. UNITS 1 Alderbrook Heights 4% LIHTC (Tax Credits) with Tax Exempt Bonds Santa Rosa, CA 32 2 Amanda Park 4% LIHTC (Tax Credits) with Tax Exempt Bonds Murrieta, CA 397 3 Arbor Creek Family 9% LIHTC (Tax Credits)Sacramento, CA 102 4 Arbor Creek Senior 4% LIHTC (Tax Credits) with Tax Exempt Bonds Sacramento, CA 60 5 Avendia Crossing 4% LIHTC (Tax Credits) with Tax Exempt Bonds Lancaster, CA 77 6 Brookside Crossing 4% LIHTC (Tax Credits) with Tax Exempt Bonds Lincoln, CA 208 7 Campina Court**4% LIHTC (Tax Credits) with Tax Exempt Bonds La Mesa, CA 60 8 Clayton Crossing 4% LIHTC (Tax Credits) with Tax Exempt Bonds Concord, CA 296 9 Copperstone Village I 4% LIHTC (Tax Credits) with Tax Exempt Bonds Sacramento, CA 103 10 Cottage Estates 4% LIHTC (Tax Credits) with Tax Exempt Bonds Sacramento, CA 152 11 Creekside Village 4% LIHTC (Tax Credits) with Tax Exempt Bonds Sacramento, CA 296 12 Fair Plaza Senior Apartments 4% LIHTC (Tax Credits) with Tax Exempt Bonds Woodland, CA 68 13 Forestwood at Folsom 4% LIHTC (Tax Credits) with Tax Exempt Bonds Folsom, CA 55 14 Heritage Park at Arcadia 4% LIHTC (Tax Credits) with Tax Exempt Bonds Arcadia, CA 54 15 Heritage Park at Glendale 4% LIHTC (Tax Credits) with Tax Exempt Bonds Glendale, CA 52 16 Heritage Park at Hilltop 4% LIHTC (Tax Credits) with Tax Exempt Bonds Richmond, CA 192 17 Heritage Park at Monrovia 4% LIHTC (Tax Credits) with Tax Exempt Bonds Monrovia, CA 78 18 Heritage Park at Tustin 4% LIHTC (Tax Credits) with Tax Exempt Bonds Tustin, CA 54 19 Heritage Park at Woodman 4% LIHTC (Tax Credits) with Tax Exempt Bonds Panorama City, CA 155 20 Huntington Plaza 4% LIHTC (Tax Credits) with Tax Exempt Bonds Huntington Park, CA 184 21 Las Serenas 9% LIHTC (Tax Credits)Simi Valley, CA 108 22 Liberty at Aliso 4% LIHTC (Tax Credits) with Tax Exempt Bonds Aliso Viejo, CA 200 23 Mayfair Court 4% LIHTC (Tax Credits) with Tax Exempt Bonds San Jose, CA 93 24 Newark Station 4% LIHTC (Tax Credits) with Tax Exempt Bonds Newark, CA 75 25 Parkside at Sycamore 9% LIHTC (Tax Credits)West Sacramento, CA 62 26 Quail Run 4% LIHTC (Tax Credits) with Tax Exempt Bonds San Leandro, CA 104 27 Quartz Ridge 9% LIHTC (Tax Credits)Auburn, CA 64 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150 | www.usapropfund.com 2USA PROPERTIES FUND, INC. USA COMMUNITIES | LIHTC FINANCING CREATING OUTSTANDING COMMUNITIES PROJECT FINANCING LOCATION NO. UNITS 28 Rancho Carrillo Conventional Carlsbad, CA 116 29 Regency Court**4% LIHTC (Tax Credits) with Tax Exempt Bonds Monrovia, CA 115 30 Riverbank Family Apartments 9% LIHTC (Tax Credits)Riverbank, CA 65 31 Riverstone Apartments 4% LIHTC (Tax Credits) with Tax Exempt Bonds Antioch, CA 136 32 Sierra Sunrise I 4% LIHTC (Tax Credits) with Tax Exempt Bonds Carmichael, CA 119 33 Sierra Sunrise II 9% LIHTC (Tax Credits)Carmichael, CA 20 34 Silverado Creek 4% LIHTC (Tax Credits) with Tax Exempt Bonds Sacramento, CA 168 35 Terracina at Cathedral City 9% LIHTC (Tax Credits)Cathedral City, CA 80 36 Terracina at Laguna Creek 9% LIHTC (Tax Credits)Elk Grove, CA 136 37 Terracina at Morgan Hill I 9% LIHTC (Tax Credits)Morgan Hill, CA 76 38 Terracina at Morgan Hill II 9% LIHTC (Tax Credits)Morgan Hill, CA 72 39 Terracina at Park Meadows 4% LIHTC (Tax Credits) with Tax Exempt Bonds Elk Grove, CA 144 40 Terracina at Reno 9% LIHTC (Tax Credits)Reno, NV 142 41 Terracina at Santa Rosa 9% LIHTC (Tax Credits)Santa Rosa, CA 99 42 Terracina at Spring Lake 4% LIHTC (Tax Credits) with Tax Exempt Bonds Woodland, CA 156 43 Terracina at Vineyard 9% LIHTC (Tax Credits)Sacramento, CA 64 44 Terracina at Wildhorse 4% LIHTC (Tax Credits) with Tax Exempt Bonds Davis, CA 70 45 Terracina Elk Grove 9% LIHTC (Tax Credits)Elk Grove, CA 124 46 Terracina Gold I 9% LIHTC (Tax Credits)Sacramento, CA 120 47 Terracina Gold II 4% LIHTC (Tax Credits) with Tax Exempt Bonds Sacramento, CA 160 48 Terracina Meadows 9% LIHTC (Tax Credits)Sacramento, CA 156 49 Terracina Oaks 9% LIHTC (Tax Credits)Auburn, CA 56 50 Tierra Springs 4% LIHTC (Tax Credits) with Tax Exempt Bonds Santa Rosa, CA 98 51 Verbena Crossing 9% LIHTC (Tax Credits)Desert Hot Springs, CA 96 52 Villa Cortina 9% LIHTC (Tax Credits)La Quinta, CA 116 53 Villa Siena 9% LIHTC (Tax Credits)Lake Elsinore, CA 126 54 Village Crossing 9% LIHTC (Tax Credits)Elk Grove, CA 196 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150 | www.usapropfund.com 3 USA PROPERTIES FUND, INC. USA COMMUNITIES | LIHTC FINANCING CREATING OUTSTANDING COMMUNITIES PROJECT FINANCING LOCATION NO. UNITS 55 Vintage at Stonehaven 4% LIHTC (Tax Credits) with Tax Exempt Bonds Yorba Linda, CA 125 56 Vintage Aliso 4% LIHTC (Tax Credits) with Tax Exempt Bonds Aliso Viejo, CA 202 57 Vintage at Kendall 4% LIHTC (Tax Credits) with Tax Exempt Bonds San Bernardino, CA 178 58 Vintage at Laguna 4% LIHTC (Tax Credits) with Tax Exempt Bonds Elk Grove, CA 158 59 Vintage at Laguna II 4% LIHTC (Tax Credits) with Tax Exempt Bonds Elk Grove, CA 69 60 Vintage at Snowberry 4% LIHTC (Tax Credits) with Tax Exempt Bonds Riverside, CA 224 61 Vintage at Woodman 4% LIHTC (Tax Credits) with Tax Exempt Bonds Los Angeles, CA 239 62 Vintage Brook 9% LIHTC (Tax Credits)Concord, CA 148 63 Vintage Canyon 9% LIHTC (Tax Credits)Brea, CA 105 64 Vintage Chateau 4% LIHTC (Tax Credits) with Tax Exempt Bonds Petaluma, CA 240 65 Vintage Chateau II 4% LIHTC (Tax Credits) with Tax Exempt Bonds Petaluma, CA 68 66 Vintage Court 4% LIHTC (Tax Credits) with Tax Exempt Bonds Union City, CA 125 67 Vintage Crest 4% LIHTC (Tax Credits) with Tax Exempt Bonds Moorpark, CA 190 68 Vintage Crossing 9% LIHTC (Tax Credits)Canoga Park, CA 161 69 Vintage Desert Rose 4% LIHTC (Tax Credits) with Tax Exempt Bonds Las Vegas, NV 184 70 Vintage Gardens 4% LIHTC (Tax Credits) with Tax Exempt Bonds West Covina, CA 188 71 Vintage Glen 9% LIHTC (Tax Credits)Sacramento, CA 124 72 Vintage Grove 9% LIHTC (Tax Credits)La Verne, CA 110 73 Vintage Hills 4% LIHTC (Tax Credits) with Tax Exempt Bonds Reno, NV 200 74 Vintage Knolls 9% LIHTC (Tax Credits)Sacramento, CA 92 75 Vintage Natomas Field 4% LIHTC (Tax Credits) with Tax Exempt Bonds Natomas, CA 200 76 Vintage Oaks 4% LIHTC (Tax Credits) with Tax Exempt Bonds Citrus Heights, CA 241 77 Vintage Park 9% LIHTC (Tax Credits)Santa Rosa, CA 120 78 Vintage Paseo 4% LIHTC (Tax Credits) with Tax Exempt Bonds Simi Valley, CA 176 79 Vintage Pointe 9% LIHTC (Tax Credits)Oceanside, CA 136 80 Vintage Pointe II 4% LIHTC (Tax Credits) with Tax Exempt Bonds Oceanside, CA 186 81 Vintage Shores 4% LIHTC (Tax Credits) with Tax Exempt Bonds San Clemente, CA 122 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150 | www.usapropfund.com 4USA PROPERTIES FUND, INC. USA COMMUNITIES | LIHTC FINANCING CREATING OUTSTANDING COMMUNITIES PROJECT FINANCING LOCATION NO. UNITS 82 Vintage Square at Westpark 4% LIHTC (Tax Credits) with Tax Exempt Bonds Roseville, CA 152 83 Vintage Sycamore 4% LIHTC (Tax Credits) with Tax Exempt Bonds Simi Valley, CA 99 84 Vintage Terrace 9% LIHTC (Tax Credits)Corona, CA 200 85 Vintage Willow Creek 4% LIHTC (Tax Credits) with Tax Exempt Bonds Folsom, CA 184 86 Vintage Woods 4% LIHTC (Tax Credits) with Tax Exempt Bonds Fair Oaks, CA 185 87 Vintage Zinfandel 4% LIHTC (Tax Credits) with Tax Exempt Bonds Santa Rosa, CA 129 Summary Marja Acres Number of Units: Property Name:Marja Acres Project #:Total Rentable Sq.Ft.:Street Address:4901 El Camino Real Land SF:Net Acreage: State:California County:San Diego Net Acre Density:City:Carlsbad TCAC Region:San Diego County SDDA/QCT: Zip Code:92008 CDLAC Region:Coastal Region Opportunity Map:Project Type:Senior Census tract:Project Finance Structure:4% TC / Bonds Elevator:Elevator Cum.Income Avg:Yes Land Acquisition Date:MonthsSenior Lender:Const. LC:Finance Closing Date:0Other Debt: Construction Start:0Bond Issuer:CMFA Federal State Construction Period:12 Months 12 TC Investor:0.890$ -$ Rent-up Period:6 Months 18Stabilization Period:6 Months 24 Sources (Permanent)Total Per Unit Rate Fixed/Float Term Amort YM Period DCSR LTV LTCSenior Loan:4,625,000$ 98,404$ 4.450%Fixed 18 40 17.5 1.15 80%80%NOI During Construction:197,188$ 4,195$ Tax Credit Equity:7,393,959$ 157,318$ Interest Rate Repay Term S/PDeveloper's Fee Note:USA MFD 609,645$ 12,971$ 3.00%Y 18 SSubsidy Loans:City of Carlsbad 650,000$ 13,830$ 3.00%Y 20 SOther Subsidy:NUW Mast Dev 3,650,000$ 77,660$ N Total 17,125,792$ 364,379$ Uses Total Per Unit Property Acquisition:1$ 0$ Land + Depreciable Basis: Construction (incl. Bonds):7,997,749$ 170,165$ 50% of Land + Dep. Basis:Construction General Conditions:840,000$ 17,872$ Permanent TE Loan: Contractor Overhead & Profit:279,685$ 5,951$ Const. Period TE Loan:Construction Contingency:799,775$ 17,016$ Surplus/(Gap) to Meet 50%: Financing Costs:886,349$ 18,858$ Other Transaction Costs:4,238,124$ 90,173$ Developer's Fee/Overhead:2,084,109$ 44,343$ Max. Allowed per TCAC 120.0%Total 17,125,791$ 364,379$ Minimum Amount to DeferOver/(Short)0$ Additional Cash Avail/(Def. Req) Unit Mix & Affordability 0 Bedroom 1 Bedroom 2 Bedroom 3 Bedroom 30% TCAC 0 5 0 050% TCAC 0 36 0 0 60% TCAC 0 5 0 0Aff. Sub-total 0 46 0 0 Employee 0 0 1 0Total Units 0 46 1 0 Other Sources/Investments AGP 100%MGP 0% Use B Bond in Cash Flow:No 107,646$ AvailableDiscount Rate:8.50%Plug Use Construction NOI:Yes 197,188$ AvailableNumber of months:24 Plug Use Investment in Cash Flow No 1,038,023$ AvailableDiscount Rate:20.0%Plug 2,500,000 -$ Profit Summary -$ -$ -$ 0 1,754,148$ 0 0 Investment:Cash Profit: NOI prior to Conversion: 0 0 (415,891) 1,025,536 -$ 100%100% % of CF to Pay Sub Pro-rata Share Prevailing Wage: 47 Cash Dev FeeContractor Fee 1,474,464$ 85% 0 1,754,148$ -$ 47 -$ 279,685$ -$ 15,978,167 46 1 % of Affordable 10.9% 10.9% 78.3% 100.0% Total Units 536 5 4.05% 24 Months85% 85% 4,625,000 4,000,000 635,916 54.0% 4 Bedroom 25,3672.06 22Yes TCAC Cash Developer Fee Limits HighestNone 5/1/20225/1/20225/1/20225/1/2023 Construction Period Loans Const. Period TE Loan:Taxable Bridge Loan: Floating 11/1/2023 7,989,084 Floating 85% 5/1/2024 50% Test EXHIBIT 5 -- I Unit Mix and Rent Schedule Marja Acres Unit Type Affordability Number of Units Net SF Ttl SF Max Gross TC Rent Max Gross Other Utility Allow. Max Net Rent Max Acheivable Rent Net Monthly Rent Total Rent Market Rent % Below Market Rents Subsidy Units Subsidy Rent Difference Total Rent Subsidy Overhang: 1 Bedroom 30% TCAC 5 535 2,675 650$ 43$ 607$ 607$ 3,035$ 1,850$ 67.2%1 Bedroom 50% TCAC 36 535 19,260 1,083$ 43$ 1,040$ 1,040$ 37,440$ 1,850$ 43.8%1 Bedroom 60% TCAC 5 535 2,675 1,300$ 43$ 1,257$ 1,257$ 6,285$ 1,850$ 32.1% Subtotal 46 535 24,610 1,017$ 46,760$ 0 -$ 2 Bedroom Employee 1 757 757 1,300$ 22$ 1,278$ $1,500 1,278$ 1,278$ Totals/Averages 47 540 25,367 1,022$ 48,038$ 0 -$ Rent and Utility Allowances Escalator:0%Unit Mix / AffordabilityProgram0 Bed 1 Bed 2 Bed 3 Bed 4 Bed 0 Bed 1 Bed 2 Bed 3 Bed 4 Bed Total Units Aff. %Total SqFt Aff %Total Bdrms Avg. Inc. 30%TCAC 607$ 650$ 780$ 901$ 1,005$ 30% TCAC 0 5 0 0 0 5 10.9%2,675 10.9%5 150.0%50%TCAC 1,011$ 1,083$ 1,300$ 1,501$ 1,675$ 50% TCAC 0 36 0 0 0 36 78.3%19,260 78.3%36 1800.0%60%TCAC 1,213$ 1,300$ 1,560$ 1,801$ 2,010$ 60% TCAC 0 5 0 0 0 5 10.9%2,675 10.9%5 300.0% Aff. Sub-total 0 46 0 0 0 46 100.0%24,610 100.0%46 48.9% Carlsbad UA Eff Date:7/20/2020 Unit % By Bed 0.0%100.0%0.0%0.0%0.0%100.0% Employee 0 0 1 0 0 1 - Utility Fuel Type 0 Bed 1 Bed 2 Bed 3 Bed 4 Bed Total Units 0 46 1 0 0 47HeatingElectric3$ 4$ Cooking Electric 2$ 3$ Income Limits 2020 San DiegoOther Electric 9$ 12$ HH Size 1 2 3 4 5 6 7 8A/C 20% Income 16,180$ 18,480$ 20,800$ 23,100$ 24,960$ 26,800$ 28,660$ 30,500$ Water Heating Electric 7$ 9$ 30% Income 24,270$ 27,720$ 31,200$ 34,650$ 37,440$ 40,200$ 42,990$ 45,750$ Water 35% Income 28,315$ 32,340$ 36,400$ 40,425$ 43,680$ 46,900$ 50,155$ 53,375$ Sewer 40% Income 32,360$ 36,960$ 41,600$ 46,200$ 49,920$ 53,600$ 57,320$ 61,000$ Trash 45% Income 36,405$ 41,580$ 46,800$ 51,975$ 56,160$ 60,300$ 64,485$ 68,625$ Other (Specify)22$ 50% Income 40,450$ 46,200$ 52,000$ 57,750$ 62,400$ 67,000$ 71,650$ 76,250$ Total -$ 43$ 28$ -$ -$ 55% Income 44,495$ 50,820$ 57,200$ 63,525$ 68,640$ 73,700$ 78,815$ 83,875$ 60% Income 48,540$ 55,440$ 62,400$ 69,300$ 74,880$ 80,400$ 85,980$ 91,500$ Project Unit Number & S Units Sq. Ft.70% Income 56,630$ 64,680$ 72,800$ 80,850$ 87,360$ 93,800$ 100,310$ 106,750$ Market Total non-Tax Credit Un 0 0 80% Income 64,720$ 73,920$ 83,200$ 92,400$ 99,840$ 107,200$ 114,640$ 122,000$ Employee Total units (excluding m 46 24,610 90% Income 72,810$ 83,160$ 93,600$ 103,950$ 112,320$ 120,600$ 128,970$ 137,250$ Total Low Income Units 46 24,610 100% Income 80,900$ 92,400$ 104,000$ 115,500$ 124,800$ 134,000$ 143,300$ 152,500$ Ratio of Low Income 100.00%100.00%110% Income 88,990$ 101,640$ 114,400$ 127,050$ 137,280$ 147,400$ 157,630$ 167,750$ 120% Income 97,080$ 110,880$ 124,800$ 138,600$ 149,760$ 160,800$ 171,960$ 183,000$ Rent Subsidy CalculationRent Advantage Notes -1 ~--------j---------------j-----------j-------- Uses of Funds - Basis Determination Marja Acres 47 Units Amortized and/or Acquisition Const/RehabProperty Acquisition:Per Unit Total Costs Expensed Basis BasisLand:0$ 1$ 1$ Total Acquisition:0$ 1$ 1$ -$ -$ Construction Costs: On-site Improvements:1,297,858$ -$ 1,297,858$ Common Area:224,520$ 224,520$ Clubhouse:420,000$ 420,000$ Residential:128,838$ 6,055,371$ -$ 6,055,371$ General Conditions:70,000$ 840,000$ 10.50%-$ 840,000$ Overhead & Profit:279,685$ 3.50%-$ 279,685$ Hard Cost Contingency:10.0%799,775$ -$ 799,775$ Sub-Total Construction:9,917,209$ Insurance / OCIP:21.00$ 208,261$ -$ 208,261$ Total Construction:215,436$ 10,125,470$ -$ 10,125,470$ Financing Costs:Senior Loan:181,250$ 171,181$ 10,069$ Interest During Construction:157,643$ 157,643$ Interest Prior to Conversion:349,313$ 349,313$ Cost of Issuance:198,144$ 198,144$ -$ Total Financing Costs:886,349$ 718,637$ 167,712$ Other Transaction Costs:Market Study:7,500$ -$ 7,500$ Appraisal:7,500$ -$ -$ 7,500$ Development:154,850$ -$ 154,850$ Planning & Impact Fees:20,000$ 940,000$ -$ 940,000$ Building Permits:6,000$ 282,000$ -$ 282,000$ Architecture:474,250$ -$ 474,250$ Engineering:119,500$ -$ 119,500$ Developer Legal:75,000$ 75,000$ -$ -$ Title / Escrow / Organizational Costs:37,500$ -$ 37,500$ Property Taxes During Const:1,175$ -$ 1,175$ Audit / Accounting / Cost Cert:25,000$ -$ 25,000$ Office / Common Area / FF&E:205,000$ -$ 205,000$ Property Mgmt Start-up Costs:25,000$ -$ 25,000$ TCAC App/Allocation/Monitoring Fees:28,579$ 28,579$ -$ Operating Reserves:3.00 mos.129,478$ 129,478$ -$ Construction Inspections:1,800$ 21,600$ -$ 21,600$ Promotion/Marketing:1,383 65,000$ 65,000$ -$ Master Developer Provided Offsites 1,300,000$ 1,300,000$ Soft Cost Contingency:130,931$ 3.50%130,931$ -$ Total Other Transaction Costs:4,029,862$ 428,987$ -$ 3,600,875$ Total Development Costs:15,041,683$ 1,147,625$ -$ 13,894,057$ Developer's Fee/Overhead:2,084,109$ -$ 2,084,109$ Total Development Costs:364,379$ 17,125,791$ 1,147,625$ -$ 15,978,166$ Tax Credit Equity CalculationTax Credit Basis:15,978,166$ -$ 15,978,166$ Voluntarily Basis Reduction:-$ -$ Total Requested adjusted Eligible Basis:15,978,166$ 15,978,166$ DDA/QCT:130%20,771,616$ -$ 20,771,616$ Percent of Units Tax Credit Eligible:100%20,771,616$ Max. Credit/Award -$ 20,771,616$ Fed. Annual Credits:4.00%830,865$ 75,000,000$ -$ 830,865$ Total Fed. Credits:10 8,308,650$ LP Investor's Percentage Share:99.99%8,307,819$ Max Eligible Basis:30,438,934$ Tax Credit Equity Contribution @:0.8900$ 7,393,959$ OKState Tax Credits .Max Credits 2023 #1,438,035$ No 0.0%-$ TCAC Award 2024 #1,438,035$ Total State Credits:100.00%-$ 50,000,000$ 2025 #1,438,035$ Tax Credit Equity Contribution @:0.75$ -$ 2026 #479,345$ TOTAL TC EQUITY 7,393,959$ I Operations Proforma & Loan Sizing 47 Units Marja Acres INCOME Per Unit AnnualGross Rental Income:1,022$ 576,456$ Total Rent Subsidy Overhang:-$ -$ Laundry Income:5.00$ 2,820$ Income DetailsOther Income (Vending, Cable Ags):3.00$ 1,692$ % of Late Fees / Month:% of App Fees / Month:% of Turnover:Late Fees:1,805$ 8.0%8.0%15%Application Fees:1,805$ Per Late Fee:Per App Fee:$ per Turn:Turnover:1,763$ $40 $40 $250Location Premiums (MR only):-$ # of Garages/Spaces:Mrkt Unit Paying RUBSUtility Reimbursements:-$ 0 0Parking / Garage Income:-$ Rent / Space / Month:RUBS / Unit / Month:Total Income 586,340$ $0 $0 Less Vacancy and Collection Loss (29,317)$ 5.00%Net Rental Income 557,023$ EXPENSES Gross Operating Expenses:-$ -$ Utilities:1,003$ 47,141$ Advertising:15$ 705$ Payroll Detail Number TotalPayroll:1,915$ 90,005$ Community Manager:1 95,208$ Maintenance and Repairs:335$ 15,745$ Asst Community Mgr:0 -$ Turnover:57$ 2,679$ Leasing Agent:0 -$ Grounds and Pool:245$ 11,515$ Maintenance Tech 1 58,573$ Security:20$ 940$ Maintenance Tech 0 -$ Management Fees:593$ 27,851$ Porter 0 -$ Admin:350$ 16,450$ Compliance 1 9,568$ Tax Prep/Audit:-$ -$ 3 163,349$ Tenant Relations:50$ 2,350$ Business License & Permits:10$ 470$ Employee Units Included in Payroll YesInsurance:372$ 17,484$ Mgmt Fee Total 5.0%Social Services:419$ 19,700$ Below the Line 0.0%Property Taxes:25$ 1,175$ Above the Line 5.0%Other Financial Expenses:-$ -$ Ad Valorem Rate:CFD/Assess Per Unit:Replacement Reserves 250$ 11,750$ 1.1000%$25Wifi128$ 6,000$ TCAC OPEX Minimum Reduction Adjusted OPEX Min.Total Expenses 5,786$ 271,960$ $4,900 0%4,900$ Net Operating Income 285,063$ OPEX net Services, Prop Taxes and Reserves 5,092$ CONSTRUCTION PERIOD Senior Loan:Rent Subsidy Loan:Taxable Loan:Other Loan-Hard:B Bond Loan (TE): 8,625,000$ -$ -$ -$ -$ 100.00%0.00%0.00%0.00%0.00% Index Interest Rate:1.000%0.750%8.500%Spread:2.250%3.000% Guarantee and Servicing (if separate):0.000% Bond Issuer Fee:0.050% Trustee Fee:Total Annual Ongoing Fees 2.300%0.000%3.000%0.000%0.000%Estimated Pay Rate:3.300%0.000%3.750%0.000%8.500%Underwriting Spread:0.750%0.750%0.000%0.000%All-In Rate:4.050%0.000%4.500%0.000%8.500% PERMANENT DEBT Senior Loan:Rent Subsidy Loan:Taxable Loan:Other Loan-Hard:B Bond Loan (TE):4,625,000$ -$ -$ -$ -$ 100.00%0.00%0.00%0.00%0.00%Index Interest Rate:1.500%8.500%Spread:2.400%Guarantee and Servicing (if separate):0.000%Bond Issuer Fee:0.050%Other Other Trustee Fee 0.000%0.000% Total Annual Ongoing Fees 2.450%0.000%0.000%0.000%0.000%Projected Note Rate:3.950%0.000%0.000%0.000%8.500%Underwriting Spread:0.500%0.000%All-In Rate:4.450%0.000%0.000%0.000%8.500% LOAN SIZING Senior Loan:Rent Subsidy Loan:Taxable Loan:Other Loan-Hard:B Bond Loan (TE):Underwriting Interest Rate:4.450%0.000%0.000%0.000%8.500%NOI Available for DSC Test:247,881$ 1,930$ 1,930$ 1,930$ Maximum Mortgage per LTC Constraint:13,700,000$ Maximum Mortgage per LTV Constraint:5,064,000$ -$ -$ -$ Maximum Mortgage per DSC Test:4,625,000$ -$ -$ -$ Max Loan per LTV/DSC/LTC Constraints:4,625,000$ -$ -$ -$ I 30-Year Cash Flow - Marja Acres2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037Year: 123456789101112131415IncomeEscalation yrs:3Affordable Rental Income:2.5%620,780$ 636,300$ 652,207$ 668,512$ 685,225$ 702,356$ 719,915$ 737,912$ 756,360$ 775,269$ 794,651$ 814,517$ 834,880$ 855,752$ 877,146$ Other Income:2.5%10,644$ 10,910$ 11,183$ 11,463$ 11,749$ 12,043$ 12,344$ 12,652$ 12,969$ 13,293$ 13,625$ 13,966$ 14,315$ 14,673$ 15,040$ Gross Potential Income:631,424$ 647,210$ 663,390$ 679,975$ 696,974$ 714,398$ 732,258$ 750,565$ 769,329$ 788,562$ 808,276$ 828,483$ 849,195$ 870,425$ 892,186$ Vacancy/Collection Loss:5.00%31,571$ 32,360$ 33,170$ 33,999$ 34,849$ 35,720$ 36,613$ 37,528$ 38,466$ 39,428$ 40,414$ 41,424$ 42,460$ 43,521$ 44,609$ Net Rental Income:599,853$ 614,849$ 630,221$ 645,976$ 662,125$ 678,679$ 695,646$ 713,037$ 730,863$ 749,134$ 767,862$ 787,059$ 806,736$ 826,904$ 847,577$ Operating ExpensesEscalation yrs:3Operating Expenses:5,646$ 3.5%265,355$ 274,643$ 284,255$ 294,204$ 304,501$ 315,159$ 326,189$ 337,606$ 349,422$ 361,652$ 374,310$ 387,411$ 400,970$ 415,004$ 429,529$ Resident Services:3.0%19,700$ 20,291$ 20,900$ 21,527$ 22,173$ 22,838$ 23,523$ 24,229$ 24,955$ 25,704$ 26,475$ 27,269$ 28,087$ 28,930$ 29,798$ Property Taxes/Assessments:27$ 2.0%1,247$ 1,272$ 1,297$ 1,323$ 1,350$ 1,377$ 1,404$ 1,432$ 1,461$ 1,490$ 1,520$ 1,550$ 1,581$ 1,613$ 1,645$ Capital Replacement Reserves:250$ 3.0%11,750$ 12,103$ 12,466$ 12,840$ 13,225$ 13,621$ 14,030$ 14,451$ 14,885$ 15,331$ 15,791$ 16,265$ 16,753$ 17,255$ 17,773$ Total Operating Expenses:298,052$ 308,308$ 318,918$ 329,894$ 341,248$ 352,995$ 365,146$ 377,718$ 390,723$ 404,177$ 418,096$ 432,495$ 447,391$ 462,802$ 478,745$ Net Operating Income:301,801$ 306,541$ 311,303$ 316,082$ 320,877$ 325,684$ 330,499$ 335,319$ 340,140$ 344,957$ 349,767$ 354,564$ 359,344$ 364,102$ 368,831$ Amortizing Loan PaymentsSenior Loan:245,951$ 245,951$ 245,951$ 245,951$ 245,951$ 245,951$ 245,951$ 245,951$ 245,951$ 245,951$ 245,951$ 245,951$ 245,951$ 245,951$ 245,951$ Net Cash After Amortizing Loan Payments:55,850$ 60,590$ 65,352$ 70,131$ 74,926$ 79,733$ 84,548$ 89,368$ 94,189$ 99,006$ 103,816$ 108,613$ 113,393$ 118,151$ 122,880$ DCR 1.23 1.25 1.27 1.29 1.30 1.32 1.34 1.36 1.38 1.40 1.42 1.44 1.46 1.48 1.50 25% Debt Service Test22.7% 24.6% 26.6% 28.5% 30.5% 32.4% 34.4% 36.3% 38.3% 40.3% 42.2% 44.2% 46.1% 48.0% 50.0%Priority DistributionsIssuer Administration Fee:4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ Asset Management Fee (TC Investor):5,000$ 3.0%5,000$ 5,150$ 5,305$ 5,464$ 5,628$ 5,796$ 5,970$ 6,149$ 6,334$ 6,524$ 6,720$ 6,921$ 7,129$ 7,343$ 7,563$ Managing General Partner Fee:7,176$ 2.0%7,176$ 7,320$ 7,466$ 7,615$ 7,768$ 7,923$ 8,081$ 8,243$ 8,408$ 8,576$ 8,748$ 8,922$ 9,101$ 9,283$ 9,469$ Net Cash After Priority Distributions:39,361$ 43,808$ 48,269$ 52,740$ 57,219$ 61,701$ 66,184$ 70,663$ 75,134$ 79,594$ 84,036$ 88,457$ 92,851$ 97,213$ 101,536$ Residual Loan PaymentsDeveloper's Fee Note: USA MFD609,645$ 39,361$ 43,808$ 48,269$ 52,740$ 57,219$ 61,701$ 66,184$ 70,663$ 75,134$ 79,594$ 84,036$ 72,656$ -$ -$ -$ Subsidy Loans: City of Carlsbad650,000$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 7,901$ 46,425$ 48,606$ 50,768$ Net Cash After Residual Loan Payments:-$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 7,901$ 46,425$ 48,606$ 50,768$ Net Cash Split to Developer (USA):90.0%-$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 7,111$ 41,783$ 43,746$ 45,691$ Balance to Partnership based on Percentage Interest:-$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 790$ 4,643$ 4,861$ 5,077$ Developer's Fee Note:USA MFDRepay:YesBeginning Balance:609,645$ 588,573$ 562,422$ 531,026$ 494,216$ 451,824$ 403,678$ 349,604$ 289,429$ 222,978$ 150,073$ 70,540$ -$ -$ -$ Interest in Period:3.00% Compounding18,289$ 17,657$ 16,873$ 15,931$ 14,826$ 13,555$ 12,110$ 10,488$ 8,683$ 6,689$ 4,502$ 2,116$ -$ -$ -$ Payment:39,361$ 43,808$ 48,269$ 52,740$ 57,219$ 61,701$ 66,184$ 70,663$ 75,134$ 79,594$ 84,036$ 72,656$ -$ -$ -$ Ending Balance:588,573$ 562,422$ 531,026$ 494,216$ 451,824$ 403,678$ 349,604$ 289,429$ 222,978$ 150,073$ 70,540$ -$ -$ -$ -$ Net Cash After Developer Fee Payments:-$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 15,801$ 92,851$ 97,213$ 101,536$ Subsidy Loans:City of CarlsbadRepay:YesBeginning Principal Balance:650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ Interest in Period:3.00% Simple19,500$ 19,500$ 19,500$ 19,500$ 19,500$ 19,500$ 19,500$ 19,500$ 19,500$ 19,500$ 19,500$ 19,500$ 19,500$ 19,500$ 19,500$ Payment:-$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 7,901$ 46,425$ 48,606$ 50,768$ Accrued Interest:19,500$ 39,000$ 58,500$ 78,000$ 97,500$ 117,000$ 136,500$ 156,000$ 175,500$ 195,000$ 214,500$ 226,099$ 199,174$ 170,068$ 138,800$ Ending Principal Balance:650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ 650,000$ Net Cash After Loan Payments:-$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 7,901$ 46,425$ 48,606$ 50,768$ 30-Year Cash Flow - IncomeEscalation yrs:3Affordable Rental Income:Other Income:Gross Potential Income:Vacancy/Collection Loss:Net Rental Income:Operating ExpensesEscalation yrs:3Operating Expenses:Resident Services:Property Taxes/Assessments:Capital Replacement Reserves:Total Operating Expenses:Net Operating Income:Amortizing Loan PaymentsSenior Loan:Net Cash After Amortizing Loan Payments:Priority DistributionsIssuer Administration Fee:Asset Management Fee (TC Investor):Managing General Partner Fee:Net Cash After Priority Distributions:Residual Loan PaymentsDeveloper's Fee Note: USA MFDSubsidy Loans: City of CarlsbadNet Cash After Residual Loan Payments:Net Cash Split to Developer (USA):Balance to Partnership based on Percentage Interest:Developer's Fee Note:USA MFDBeginning Balance:Interest in Period:3.00% CompoPayment:Ending Balance:Net Cash After Developer Fee Payments:Subsidy Loans:City of CarlsbadBeginning Principal Balance:Interest in Period:3.00% SimplePayment:Accrued Interest:Ending Principal Balance:Net Cash After Loan Payments:2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 2055 2056 2057 2058161718192021222324252627282930313233343536899,075$ 921,551$ 944,590$ 968,205$ 992,410$ 1,017,220$ 1,042,651$ 1,068,717$ 1,095,435$ 1,122,821$ 1,150,892$ 1,179,664$ 1,209,155$ 1,239,384$ 1,270,369$ 1,302,128$ 1,334,681$ 1,368,048$ 1,402,250$ 1,437,306$ 1,473,238$ 15,416$ 15,801$ 16,196$ 16,601$ 17,016$ 17,442$ 17,878$ 18,325$ 18,783$ 19,252$ 19,734$ 20,227$ 20,733$ 21,251$ 21,782$ 22,327$ 22,885$ 23,457$ 24,043$ 24,645$ 25,261$ 914,490$ 937,353$ 960,787$ 984,806$ 1,009,426$ 1,034,662$ 1,060,529$ 1,087,042$ 1,114,218$ 1,142,073$ 1,170,625$ 1,199,891$ 1,229,888$ 1,260,635$ 1,292,151$ 1,324,455$ 1,357,566$ 1,391,505$ 1,426,293$ 1,461,950$ 1,498,499$ 45,725$ 46,868$ 48,039$ 49,240$ 50,471$ 51,733$ 53,026$ 54,352$ 55,711$ 57,104$ 58,531$ 59,995$ 61,494$ 63,032$ 64,608$ 66,223$ 67,878$ 69,575$ 71,315$ 73,098$ 74,925$ 868,766$ 890,485$ 912,747$ 935,566$ 958,955$ 982,929$ 1,007,502$ 1,032,690$ 1,058,507$ 1,084,970$ 1,112,094$ 1,139,896$ 1,168,394$ 1,197,603$ 1,227,544$ 1,258,232$ 1,289,688$ 1,321,930$ 1,354,978$ 1,388,853$ 1,423,574$ 444,562$ 460,122$ 476,226$ 492,894$ 510,146$ 528,001$ 546,481$ 565,608$ 585,404$ 605,893$ 627,099$ 649,048$ 671,764$ 695,276$ 719,611$ 744,797$ 770,865$ 797,845$ 825,770$ 854,672$ 884,585$ 30,692$ 31,613$ 32,561$ 33,538$ 34,544$ 35,580$ 36,648$ 37,747$ 38,880$ 40,046$ 41,247$ 42,485$ 43,759$ 45,072$ 46,424$ 47,817$ 49,252$ 50,729$ 52,251$ 53,819$ 55,433$ 1,678$ 1,712$ 1,746$ 1,781$ 1,817$ 1,853$ 1,890$ 1,928$ 1,966$ 2,006$ 2,046$ 2,087$ 2,128$ 2,171$ 2,214$ 2,259$ 2,304$ 2,350$ 2,397$ 2,445$ 2,494$ 18,306$ 18,855$ 19,421$ 20,004$ 20,604$ 21,222$ 21,858$ 22,514$ 23,190$ 23,885$ 24,602$ 25,340$ 26,100$ 26,883$ 27,690$ 28,520$ 29,376$ 30,257$ 31,165$ 32,100$ 33,063$ 495,239$ 512,302$ 529,954$ 548,217$ 567,110$ 586,656$ 606,877$ 627,797$ 649,439$ 671,830$ 694,994$ 718,959$ 743,752$ 769,402$ 795,939$ 823,393$ 851,796$ 881,182$ 911,583$ 943,035$ 975,575$ 373,527$ 378,183$ 382,793$ 387,349$ 391,845$ 396,273$ 400,625$ 404,893$ 409,067$ 413,140$ 417,100$ 420,937$ 424,641$ 428,201$ 431,604$ 434,839$ 437,891$ 440,748$ 443,396$ 445,818$ 447,999$ 245,951$ 245,951$ 245,951$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 127,576$ 132,232$ 136,842$ 387,349$ 391,845$ 396,273$ 400,625$ 404,893$ 409,067$ 413,140$ 417,100$ 420,937$ 424,641$ 428,201$ 431,604$ 434,839$ 437,891$ 440,748$ 443,396$ 445,818$ 447,999$ 1.52 1.54 1.56 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 7,790$ 8,024$ 8,264$ 8,512$ 8,768$ 9,031$ 9,301$ 9,581$ 9,868$ 10,164$ 10,469$ 10,783$ 11,106$ 11,440$ 11,783$ 12,136$ 12,500$ 12,875$ 13,262$ 13,660$ 14,069$ 9,658$ 9,851$ 10,048$ 10,249$ 10,454$ 10,663$ 10,876$ 11,094$ 11,316$ 11,542$ 11,773$ 12,008$ 12,249$ 12,494$ 12,743$ 12,998$ 13,258$ 13,523$ 13,794$ 14,070$ 14,351$ 105,816$ 110,045$ 114,217$ 364,275$ 368,311$ 372,267$ 376,135$ 379,906$ 383,571$ 387,121$ 390,545$ 393,833$ 396,974$ 399,955$ 402,766$ 405,392$ 407,820$ 410,037$ 412,027$ 413,776$ 415,266$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 52,908$ 55,022$ 57,108$ 182,138$ 184,155$ 186,133$ 180,718$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 52,908$ 55,022$ 57,108$ 182,138$ 184,155$ 186,133$ 195,417$ 379,906$ 383,571$ 387,121$ 390,545$ 393,833$ 396,974$ 399,955$ 402,766$ 405,392$ 407,820$ 410,037$ 412,027$ 413,776$ 415,266$ 47,617$ 49,520$ 51,398$ 163,924$ 165,740$ 167,520$ 175,875$ 341,915$ 345,214$ 348,409$ 351,491$ 354,450$ 357,276$ 359,960$ 362,489$ 364,853$ 367,038$ 369,033$ 370,825$ 372,398$ 373,739$ 5,291$ 5,502$ 5,711$ 18,214$ 18,416$ 18,613$ 19,542$ 37,991$ 38,357$ 38,712$ 39,055$ 39,383$ 39,697$ 39,996$ 40,277$ 40,539$ 40,782$ 41,004$ 41,203$ 41,378$ 41,527$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 105,816$ 110,045$ 114,217$ 364,275$ 368,311$ 372,267$ 376,135$ 379,906$ 383,571$ 387,121$ 390,545$ 393,833$ 396,974$ 399,955$ 402,766$ 405,392$ 407,820$ 410,037$ 412,027$ 413,776$ 415,266$ 650,000$ 650,000$ 650,000$ 650,000$ 519,623$ 351,056$ 175,455$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 19,500$ 19,500$ 19,500$ 19,500$ 15,589$ 10,532$ 5,264$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 52,908$ 55,022$ 57,108$ 182,138$ 184,155$ 186,133$ 180,718$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 105,392$ 69,869$ 32,261$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 650,000$ 650,000$ 650,000$ 519,623$ 351,056$ 175,455$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 52,908$ 55,022$ 57,108$ 182,138$ 184,155$ 186,133$ 195,417$ 379,906$ 383,571$ 387,121$ 390,545$ 393,833$ 396,974$ 399,955$ 402,766$ 405,392$ 407,820$ 410,037$ 412,027$ 413,776$ 415,266$ 30-Year Cash Flow - IncomeEscalation yrs:3Affordable Rental Income:Other Income:Gross Potential Income:Vacancy/Collection Loss:Net Rental Income:Operating ExpensesEscalation yrs:3Operating Expenses:Resident Services:Property Taxes/Assessments:Capital Replacement Reserves:Total Operating Expenses:Net Operating Income:Amortizing Loan PaymentsSenior Loan:Net Cash After Amortizing Loan Payments:Priority DistributionsIssuer Administration Fee:Asset Management Fee (TC Investor):Managing General Partner Fee:Net Cash After Priority Distributions:Residual Loan PaymentsDeveloper's Fee Note: USA MFDSubsidy Loans: City of CarlsbadNet Cash After Residual Loan Payments:Net Cash Split to Developer (USA):Balance to Partnership based on Percentage Interest:Developer's Fee Note:USA MFDBeginning Balance:Interest in Period:3.00% CompoPayment:Ending Balance:Net Cash After Developer Fee Payments:Subsidy Loans:City of CarlsbadBeginning Principal Balance:Interest in Period:3.00% SimplePayment:Accrued Interest:Ending Principal Balance:Net Cash After Loan Payments:2059 2060 2061 2062 2063 2064 2065 2066 2067 2068 2069 2070 2071 2072 2073 2074 2075 2076 2077373839404142434445464748495051525354551,510,069$ 1,547,821$ 1,586,517$ 1,626,180$ 1,666,834$ 1,708,505$ 1,751,218$ 1,794,998$ 1,839,873$ 1,885,870$ 1,933,017$ 1,981,342$ 2,030,875$ 2,081,647$ 2,133,689$ 2,187,031$ 2,241,707$ 2,297,749$ 2,355,193$ 25,892$ 26,539$ 27,203$ 27,883$ 28,580$ 29,295$ 30,027$ 30,778$ 31,547$ 32,336$ 33,144$ 33,973$ 34,822$ 35,693$ 36,585$ 37,500$ 38,437$ 39,398$ 40,383$ 1,535,962$ 1,574,361$ 1,613,720$ 1,654,063$ 1,695,414$ 1,737,800$ 1,781,245$ 1,825,776$ 1,871,420$ 1,918,206$ 1,966,161$ 2,015,315$ 2,065,698$ 2,117,340$ 2,170,273$ 2,224,530$ 2,280,144$ 2,337,147$ 2,395,576$ 76,798$ 78,718$ 80,686$ 82,703$ 84,771$ 86,890$ 89,062$ 91,289$ 93,571$ 95,910$ 98,308$ 100,766$ 103,285$ 105,867$ 108,514$ 111,227$ 114,007$ 116,857$ 119,779$ 1,459,163$ 1,495,643$ 1,533,034$ 1,571,359$ 1,610,643$ 1,650,910$ 1,692,182$ 1,734,487$ 1,777,849$ 1,822,295$ 1,867,853$ 1,914,549$ 1,962,413$ 2,011,473$ 2,061,760$ 2,113,304$ 2,166,136$ 2,220,290$ 2,275,797$ 915,546$ 947,590$ 980,756$ 1,015,082$ 1,050,610$ 1,087,381$ 1,125,440$ 1,164,830$ 1,205,599$ 1,247,795$ 1,291,468$ 1,336,669$ 1,383,453$ 1,431,874$ 1,481,989$ 1,533,859$ 1,587,544$ 1,643,108$ 1,700,617$ 57,096$ 58,809$ 60,573$ 62,390$ 64,262$ 66,190$ 68,176$ 70,221$ 72,328$ 74,497$ 76,732$ 79,034$ 81,405$ 83,848$ 86,363$ 88,954$ 91,622$ 94,371$ 97,202$ 2,544$ 2,594$ 2,646$ 2,699$ 2,753$ 2,808$ 2,864$ 2,922$ 2,980$ 3,040$ 3,101$ 3,163$ 3,226$ 3,290$ 3,356$ 3,423$ 3,492$ 3,562$ 3,633$ 34,055$ 35,076$ 36,129$ 37,213$ 38,329$ 39,479$ 40,663$ 41,883$ 43,140$ 44,434$ 45,767$ 47,140$ 48,554$ 50,011$ 51,511$ 53,056$ 54,648$ 56,287$ 57,976$ 1,009,240$ 1,044,070$ 1,080,104$ 1,117,384$ 1,155,954$ 1,195,858$ 1,237,143$ 1,279,856$ 1,324,047$ 1,369,766$ 1,417,068$ 1,466,006$ 1,516,638$ 1,569,022$ 1,623,219$ 1,679,292$ 1,737,306$ 1,797,328$ 1,859,428$ 449,923$ 451,573$ 452,930$ 453,975$ 454,689$ 455,051$ 455,039$ 454,631$ 453,802$ 452,529$ 450,785$ 448,543$ 445,775$ 442,451$ 438,541$ 434,012$ 428,830$ 422,962$ 416,369$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 449,923$ 451,573$ 452,930$ 453,975$ 454,689$ 455,051$ 455,039$ 454,631$ 453,802$ 452,529$ 450,785$ 448,543$ 445,775$ 442,451$ 438,541$ 434,012$ 428,830$ 422,962$ 416,369$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 4,313$ 14,491$ 14,926$ 15,374$ 15,835$ 16,310$ 16,799$ 17,303$ 17,823$ 18,357$ 18,908$ 19,475$ 20,059$ 20,661$ 21,281$ 21,920$ 22,577$ 23,254$ 23,952$ 24,671$ 14,638$ 14,931$ 15,230$ 15,534$ 15,845$ 16,162$ 16,485$ 16,815$ 17,151$ 17,494$ 17,844$ 18,201$ 18,565$ 18,936$ 19,315$ 19,701$ 20,095$ 20,497$ 20,907$ 416,481$ 417,403$ 418,014$ 418,293$ 418,222$ 417,777$ 416,938$ 415,681$ 413,982$ 411,815$ 409,153$ 405,970$ 402,236$ 397,921$ 392,994$ 387,421$ 381,168$ 374,200$ 366,479$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 416,481$ 417,403$ 418,014$ 418,293$ 418,222$ 417,777$ 416,938$ 415,681$ 413,982$ 411,815$ 409,153$ 405,970$ 402,236$ 397,921$ 392,994$ 387,421$ 381,168$ 374,200$ 366,479$ 374,833$ 375,663$ 376,212$ 376,464$ 376,399$ 376,000$ 375,244$ 374,113$ 372,584$ 370,633$ 368,238$ 365,373$ 362,013$ 358,129$ 353,694$ 348,679$ 343,051$ 336,780$ 329,831$ 41,648$ 41,740$ 41,801$ 41,829$ 41,822$ 41,778$ 41,694$ 41,568$ 41,398$ 41,181$ 40,915$ 40,597$ 40,224$ 39,792$ 39,299$ 38,742$ 38,117$ 37,420$ 36,648$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 416,481$ 417,403$ 418,014$ 418,293$ 418,222$ 417,777$ 416,938$ 415,681$ 413,982$ 411,815$ 409,153$ 405,970$ 402,236$ 397,921$ 392,994$ 387,421$ 381,168$ 374,200$ 366,479$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 416,481$ 417,403$ 418,014$ 418,293$ 418,222$ 417,777$ 416,938$ 415,681$ 413,982$ 411,815$ 409,153$ 405,970$ 402,236$ 397,921$ 392,994$ 387,421$ 381,168$ 374,200$ 366,479$ 30-Year Cash Flow - IncomeEscalation yrs:3Affordable Rental Income:Other Income:Gross Potential Income:Vacancy/Collection Loss:Net Rental Income:Operating ExpensesEscalation yrs:3Operating Expenses:Resident Services:Property Taxes/Assessments:Capital Replacement Reserves:Total Operating Expenses:Net Operating Income:Amortizing Loan PaymentsSenior Loan:Net Cash After Amortizing Loan Payments:Priority DistributionsIssuer Administration Fee:Asset Management Fee (TC Investor):Managing General Partner Fee:Net Cash After Priority Distributions:Residual Loan PaymentsDeveloper's Fee Note: USA MFDSubsidy Loans: City of CarlsbadNet Cash After Residual Loan Payments:Net Cash Split to Developer (USA):Balance to Partnership based on Percentage Interest:Developer's Fee Note:USA MFDBeginning Balance:Interest in Period:3.00% CompoPayment:Ending Balance:Net Cash After Developer Fee Payments:Subsidy Loans:City of CarlsbadBeginning Principal Balance:Interest in Period:3.00% SimplePayment:Accrued Interest:Ending Principal Balance:Net Cash After Loan Payments: Attachment A 90 {cityof Carlsbad Policy No. Date Issued: Effective Date: Resolution No. Cancellation Date: 12-08-2020 12-08-2020 2020-233 Council Policy Statement Category: AFFORDABLE HOUSING Specific Subject: Administration of the Housing Trust Fund PURPOSE: Supersedes No. N/A Pursuant to Carlsbad Municipal Code (CMC} Sections 21.85.llO(D) and 21.85.120, all fees collected under the lnclusionary Housing Ordinance shall be deposited into a Housing Trust Fund and expended for the affordable housing needs of lower-income households, consistent with the General Plan Housing Element and the CMC. 21.85.110 In-lieu fees. (D) All in-lieu fees collected hereunder shall be deposited in a housing trust fund. Said fund shall be administered by the city and shall be used only for the purpose of providing funding assistance for the provision of affordable housing and reasonable costs of administration consistent with the policies and programs contained in the housing element of the general plan. 21.85.120 Collection of fees. All fees collected under this chapter shall be deposited into a housing trust fund and shall be expended only for the affordable housing needs of lower-income households, and reasonable costs of administration consistent with the purpose of this chapter. Funding from the fund, which should be leveraged to the extent feasible with state, federal and private sector subsidy capital, is intended to aid in the production, acquisition, rehabilitation and preservation of housing affordable to extremely low-, very low-and low-income households, and those experiencing homelessness. BACKGROUND: The city's lnclusionary Housing Ordinance was established in April 1993 and requires that all residential developments greater than six units restrict 15 percent of the total number of homes in a project as affordable to lower income households. This obligation is fulfilled through construction of a variety of rental or ownership units, both on-and off-site. Some developments have the option to satisfy a portion or all of their affordable housing obligation through payment of inclusionary housing in-lieu fees or by purchasing affordable housing credits, when available. For the city to receive and use these fee payments, an implementation mechanism was needed to ensure that the funds collected were applied appropriately. As a result, the Housing Trust Fund was established to confirm that fees collected were applied only towards the affordable housing needs of lower income households, and for reasonable costs of administration consistent with the purposes of the General Plan Housing Element and lnclusionary Housing Ordinance (Carlsbad Municipal Code Sections 21.85.110 and 21.85.120). The Housing Trust Fund receives revenue from other sources, including interest from loans, housing credit purchases, housing impact fees, and interest earned on the fund balance. Page 1 of 5 Exhibit 6 Policy No. 90 Over the past 20-years, the Housing Trust Fund has been used to support a variety of affordable housing development and services for lower income and homeless individuals and families. As a local fund, the City Council determines how Housing Trust Fund money can be spent, provided expenditures are consistent with the purposes of the lnclusionary Housing Ordinance and the policies and programs in the General Plan Housing Element. POLICY: It is the policy of the City Council that the Housing Trust Fund shall be administered as follows. It is the expectation of the City Council that contractors and vendors who receive monies from the HTF shall also comply with these policies, as appropriate. 1.Use of the Funds a."Affordable housing" as used in this policy shall have the same meaning as in CMC Section 21.85.020(A). b.Housing Trust Fund dollars may be used for new construction, acquisition and/or rehabilitation, subsidy or other means to assist other governmental agencies, nonprofit groups and private organizations or individuals in creating or maintaining affordable housing. c.For new construction and acquisition/rehabilitation projects, Housing Trust Fund dollars are intended to offer "gap" financing. The subsidy required should be the minimum amount necessary to both ensure the feasibility of a project and the affordability of the units. Projects are expected to support as much debt as feasible and to attract as much equity investment as is typical for similar projects. d.Low-interest loans are the generally preferred form for distributing housing trust fund dollars for work in all stages of housing development. However, grants may also be considered. e.Housing Trust Fund dollars may be used to provide new affordable rental or ownership housing units. f.Housing Trust Fund dollars shall not be used to satisfy a development's inclusionary housing requirement but may be used to assist in exceeding the requirement by increasing the number of affordable units and/or expanding affordability to very low-or extremely low-income households, or to encourage a preferable product type. g.Financial assistance requests will be evaluated by the Affordable Housing Policy Team and presented to the Housing Commission for review and recommendation to the City Council. The City Council is the final decision-maker for financial assistance requests. h.Housing Trust Fund dollars may be used to cover reasonable administrative costs1 that are necessary to administer the fund. The level of administrative expenses will be determined by the City Council as part of the annual budget. However, administrative expenses shall not exceed 5% of the available housing trust fund balance as of the end of the prior fiscal year. 1 Administrative costs include, but not limited to personnel expenses and maintenance and operational (M&O) expenses that are specifically related to the administration of the HTF. Funds may also be used to supplement administrative and operational support for other housing programs such as Section 8 and CDBG. Housing Trust Fund dollars shall not be used for the following M&O costs: travel and training. Page 2 of 5 Policy No. 90 i.The annual budget process for the housing trust fund shall be guided by General Plan Housing Element policies and programs, the lnclusionary Housing Ordinance, and the following general affordable housing priorities, in descending order: 1.Construction of new affordable housing 2.Preservation of housing at-risk of conversion to market rate 3.Acquisition/rehabilitation of distressed/at-risk affordable housing 4.Rental assistance and homelessness programs2 5.Land acquisition for future affordable units 6.Conversion of market rate units to affordable housing j.City HTF dollars must be expended within 24-months following fund commitment. 2.Housing Trust Fund Annual Report a.Staff shall provide a Housing Trust Fund Annual Report to the City Council. The report shall include the following: 1.Summary of the use of the funds consistent with this policy 2.Summary of the projects assisted with Housing Trust Fund dollars over the past year 3.Financial status of the Housing Trust Fund 4.A summary of administrative and non-project expenses made in the prior year 5.Review of prior year funding priorities and accomplishments 6.Summary of pending assistance requests and confirmation of upcoming year funding priorities 7.Summary of denied assistance requests, if any, and brief statement of reasons for the denial b.The Housing Trust Fund Annual Report shall be reviewed by the Affordable Housing Policy Team and the Housing Commission. The Housing Commission shall make a recommendation to the City Council. 3.Affordable Housing Project Evaluation a.In addition to the review requirements and evaluation criteria specified under CMC Sections 21.85.130, and 21.85.140 and City Council Policy 57 -Off-site and Combined lnclusionary Housing Projects, projects that provide the following will be given additional consideration when ranked against other projects. 1.Projects that provide the greatest benefit per dollar of funds spent towards the lowest household income groups. Priority shall be given to projects that best assist the following income categories, reflected in priority order. •Extremely low-income households •Very low-income households •Low-income households •Moderate-income households 2 "Rental assistance and homelessness programs" include, but not limited to programs and services that provide short-term rental assistance, short-term shelters, food delivery, and social services to vulnerable populations. Page 3 of 5 2.Projects that demonstrate higher equity in the project. 3.Projects that demonstrate a lower loan-to-value ratio. 4.Projects that have other funding sources identified and committed. Policy No. 90 5.Projects that benefit the highest percentage of lower income families, provide the lowest affordability, include the greater percentage of affordable units or maintain longer periods of affordability. 6.Projects that use Housing Trust Fund dollars as a match or to leverage other conventual and below-market resources, including tax credits, state and federal funding programs and other funding sources. 7.Projects proposed by an applicant with a successful history of project development and/or property management, as appropriate. 4.Affordability Covenant and Form of Financial Assistance a.Whenever Housing Trust Fund dollars are used for the creation, acquisition, and/or rehabilitation of affordable housing, the city shall impose enforceable requirements on the owner of the housing units that the units remain affordable for a period of not less than 55 years for rental units, or 30 years for ownership units, in accordance with CMC Chapter 21.85. 1.When Housing Trust Fund dollars are used to create affordable rental housing, long term affordability shall be enforced by restricting rents that may be charged to tenants. 2.When Housing Trust Fund dollars are used to create affordable ownership housing, long-term affordability shall be enforced by imposing resale restrictions that maintain an equitable balance between the interests of the owner-occupant and the city. 3.When Housing Trust Fund dollars are used to fund programs which are not described above, the city shall develop appropriate mechanisms to ensure ongoing affordability. b.The affordability restriction requirements described in this section shall be enforced by a covenant running with the land. c.The financial assistance structure may take several forms and is tailored to the financial needs of the individual projects and is negotiated on an individual basis depending upon project cash flow and the senior lender's underwriting guidelines. Example forms of assistance may include: fixed interest rate loans, interest-only, deferred payment and/or residual receipts loans, land acquisition and ground lease-back. 5.Administration a.The annual Housing Trust Fund budget shall be administered by the Community Development Director or designee, who shall have the authority to govern the fund consistent with housing element policies and programs, CMC Chapter 21.85, and this policy. b.Housing Trust Fund dollars are held in a separate account until disbursed consistent with this policy. Page 4 of 5 Policy No. 90 c.The Community Development Director, in coordination with the Finance Director, shall ensure that Housing Trust Fund dollars are awarded, encumbered or otherwise obligated for uses consistent with General Plan Housing Element policies and programs, CMC Chapter 21.85, and this policy, and in a manner consistent with the city's financial policies and ordinances. 6.Related Policies a.City Council Policy No. 57 -Off-site and Combined lnclusionary Housing Projects b.City Council Policy No. 73 -City Option to Purchase Resale Affordable Housing Page 5 of 5