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HomeMy WebLinkAbout2021-08-31; City Council; ; Request to provide a $3.1 million loan from the Housing Trust Fund to BRIDGE Housing for the Aviara Apartments affordable housing project (DEV 2017-0033)Meeting Date: To: From: Staff Contact: Subject: District: Aug. 31, 2021 Mayor and City Council Scott Chadwick, City Manager Mandy Mills, Director of Housing & Homeless Services mandy.mills@carlsbadca.gov, 760-434-2907 Request to provide a $3.1 million loan from the Housing Trust Fund to BRIDGE Housing for the Aviara Apartments affordable housing project (DEV 2017-0033) 2 Recommended Action Adopt a resolution approving a loan in the amount of $3.1 million from the Housing Trust Fund to BRIDGE Housing for construction of the 70-unit Aviara Apartments affordable housing project and appropriating the expenditure of funds. Executive Summary BRIDGE Housing has partnered with Summerhill Apartment Communities to construct the affordable housing portion of the Aviara Apartments. The Aviara Apartments project was approved by the Carlsbad Planning Commission in December 2020 to provide a total of 81 units affordable to moderate and lower income households. BRIDGE is requesting $3,100,000 in financial assistance from the city’s Housing Trust Fund. As of June 2021, the Housing Trust Fund, which is restricted to affordable housing and homelessness-related projects, programs and services, had an available balance of $13.6 million. The total estimated project cost is $30,925,343. City Council Policy No. 90 requires that the City Council make final decisions on Housing Trust Fund financial assistance requests after review and recommendation by the Housing Commission. On Aug. 12, 2021, the Housing Commission reviewed the financial request and recommended it be approved by the City Council (Exhibit 2). Discussion Background On Dec. 16, 2020, Summerhill, the master developer, received approval to demolish an agricultural packaging warehouse and construct 329 apartments – 247 market-rate units, 81 affordable units and one manager’s unit – on an existing parcel at 1205 Aviara Parkway. The project site is south of Palomar Airport Road and north of Laurel Tree Lane. It is bisected by Aviara Parkway, creating a west site and an east site (See location map, Exhibit 3). The Aviara Apartments west site is to contain 247 market-rate, one- two- and three-bedroom apartment units and 12 moderate-income one-bedroom apartment units that will be income CA Review _RK_ Aug. 31, 2021 Item #9 Page 1 of 87 and rent-restricted to serve moderate-income households, that is, those at 90% of the area’s median income. The east site will contain 70 studio, one-, two- and three-bedroom apartments, 69 of which will be affordable to lower-income and extremely low-income households, plus one unrestricted manager’s unit. (Lower income households are those at 50-60% of the average median income in the area. Extremely low-income households are those at 30% of the average median income.) In all, the west and east sites will result in 329 new apartment units, of which 25%, or 81 units, will be income and rent-restricted to serve extremely low to moderate-income households. In exchange for providing the affordable housing, the city allowed the developer to increase the density on the project over what would normally be allowed and granted modifications to development standards, including those on height, setbacks and parking. Summerhill or a successor builder will construct the market-rate and moderate-income apartments on the west site, and BRIDGE will construct the lower and extremely low-income affordable apartments on the east site. BRIDGE’s financial assistance request is for the affordable apartment project on the east site. (Its funding assistance application is provided as Exhibit 4.) BRIDGE has extensive experience in developing, owning and managing affordable housing in California, Oregon and Washington. BRIDGE owns and manages the 344-unit Villa Loma and the 92-unit Poinsettia Station affordable housing communities in Carlsbad. (See more information below and in Exhibit 5.) Subsidy analysis BRIDGE intends to secure tax exempt bond and tax credit equity to finance the majority of the project’s cost. To improve its competitiveness for bond and tax credit financing, and to realize additional public benefit to the Carlsbad community, BRIDGE is requesting $3.1 million in financial assistance from the city’s Housing Trust Fund. Summary of funding sources and uses of funds The developer’s detailed financial statement is attached as Exhibit 4. Below is a summary of the proposed sources and uses of funds: Source of funds Total Per unit Federal Tax Credit Equity $13,653,126 $195,045 State Tax Credit Equity $1,730,318 $24,719 Permanent Loan (tax exempt) $7,036,300 $100,519 City of Carlsbad loan $3,100,000 $44,286 Master developer loan/contribution $3,100,000 $44,286 Equity (BRIDGE) – Developer fee $1,405,599 $20,080 Deferred developer fee $900,000 $12,857 TOTAL $30,925,343 $441,791 Aug. 31, 2021 Item #9 Page 2 of 87 Permanent uses of funds Total Per unit Land acquisition $95,000 $1,357 Construction $18,065,389 $258,077 Construction interest & fees $1,407,576 $20.108 Construction contingency $1,771,117 $25,302 Architectural & engineering fees $1,942,670 $27,752 Permit/Impact fees $2,047,500 $29,250 Soft costs/Other $1,471,077 $21,015 Reserves (operating & other) $319,415 $4,563 Developer fee ($1.5M up front, $2.3M deferred) $3,805,599 $54,366 TOTAL $30,925,343 $441,791 Cost reasonableness Development costs are one of the key variables determining the need for subsidies, so it is important that those costs be reasonable. With approximately $31 million in total development costs, the average unit development cost of approximately $442,000 is reasonable in light of 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 report also found that the cost of materials and labor are the primary drivers of recent cost increases of affordable housing financed through these tax credits. Another important consideration is that any financial assistance from the city should 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, BRIDGE would be eligible to earn a developer fee of $3,805,599. BRIDGE proposes to receive the full developer fee, but only $1,500,000 of that would be paid upon close of permanent financing. The remaining developer fee would be deferred and invested back into the project, payable to BRIDGE through the proceeds of the project over time, so that the city’s investment would not create an undue financial gain to BRIDGE. Additionally, the BRIDGE proposal exceeds the project’s approved requirement to provide affordable housing by increasing the affordability of seven units to make them available to households at 50% of the average median income. City Council Policy No. 90 funding guidelines The City Council adopted City Council Policy No. 90 (Exhibit 5) in December 2020 to guide administration of the city’s Housing Trust Fund. The policy identifies priority uses of the fund, provides criteria for evaluating financial assistance requests, and describes the review process, form of assistance and affordability covenants. BRIDGE’s financial assistance request has been found consistent with City Council Policy No. 90 guidelines, as detailed in Exhibit 7. Other considerations Housing Element consistency The City Council has 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 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 Aug. 31, 2021 Item #9 Page 3 of 87 those with specialized needs. The project to be funded by this loan will serve extremely low, very low, and low-income households. In addition, the city is committed to affirmatively furthering fair housing by removing barriers to housing and encouraging affordable housing in high opportunity areas. The project site is located in a high opportunity area according to the Regional Opportunity Index (see Carlsbad Housing Element pages 10-90 through 10-92). 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 4.2 – Affirmatively Furthering Fair Housing, Objective (a): “Encourage mixed- income developments accessible to lower income residents citywide, especially in high opportunity and resource-rich areas through use of the city’s Inclusionary Housing Ordinance, Housing Trust Funds, development of city-owned properties, and use of grant funding for housing.” Risk In its role as a lender to the project, the city is exposed to the risks inherent to real estate development. These risks come in: 1. Predevelopment, the project does not get to construction 2. Construction, the project cannot be completed, cost overruns, contractor problems 3. Operation, revenues do not cover expenses. In response to this risk, the requirement to repay any city financial assistance will be subordinated to repayments for any conventional and other financing as may be necessary to support the project’s financing success. Several factors mitigate the identified risks: • The development team has a strong track record with similar affordable housing projects throughout California. • Including other financing sources, including the master developer contribution, private loan, and tax credit investment, means that other stakeholders depend on the success of the project in both the short and long term. • Having city and other subordinated financing helps attract the necessary private, state and federal financing. • The city’s investment will be secured by a promissory note and deed of trust on the property. The developer will also be required to provide completion bonds to the city to ensure that construction is completed. Aug. 31, 2021 Item #9 Page 4 of 87 Housing Commission review The financial assistance request was reviewed by the Housing Commission on Aug. 12, 2021. After review, the Housing Commission recommended the City Council approve BRIDGE’s request for financial assistance based on the findings contained in the Housing Commission resolution. Options Staff provide the following options for the City Council’s consideration: 1. Approve the loan of $3.1 million as presented. Pros • This option allows for the new construction of 69 units for extremely low, very low and low-income households, subject to BRIDGE successfully securing additional financing through bonds, tax credit equity or other sources. • The financial assistance is structured as a soft loan and will result in principal plus interest being returned to the Housing Trust Fund to further the creation of other affordable housing units. • The Housing Trust Fund has a sufficient balance to cover this project as well as pending application requests for assistance. Cons • Reduces the Housing Trust Fund by $3.1 million. 2. Revise funding assistance to a lower amount. Pros • Lowers the amount allocated from the Housing Trust Fund. Cons • Increases the funding gap for the affordable project, jeopardizing the viability of both the market rate and affordable projects. Master developer and affordable developer will have to evaluate and potentially restructure project financing. 3. Do not approve funding for this project. If the City Council does not approve the funding as presented or as modified, the current developers will have to restructure the projects for an alternate funding plan. Pros • Maintains the current balance of the Housing Trust Fund. Cons • Significantly increases the funding gap for the affordable project, jeopardizing the viability of both the market rate and affordable projects. Master developer and affordable developer will have to evaluate and restructure the projects for an alternate funding plan. Both the market rate and affordable projects would be at risk of not being built in the near future. Fiscal Analysis If the recommended option is chosen, the City Council will have assigned the funding to the project for a period not to exceed 24 months. Staff requests that the City Council authorize the appropriation of $3.1 million from the city’s Housing Trust Fund for the loan as presented, Aug. 31, 2021 Item #9 Page 5 of 87 contingent upon the developer’s ability to secure all other project funding. The Housing Trust Fund as noted above, had an available balance of $13.6 million as of June 2021. Next Steps If Option 1 is approved, staff will draft implementing agreements with BRIDGE, and appropriate funds. The resolution authorizes the City Manager, or designee, to execute all appropriate documents necessary to provide the financial assistance. The portion of the project that will build units priced at the market rate will require an agreement on affordable housing. That agreement will be brought to the City Council for its consideration and possible approval in the near future. Environmental Evaluation The Planning Commission certified an environmental impact report and adopted findings of fact and mitigation monitoring and reporting program for the Aviara Apartments development project on Dec. 16, 2020 (Planning Commission Resolution No. 7398). As an integral component of the overall development, the Aviara affordable apartments to be built on the east site were adequately evaluated by the certified environmental impact report and the project is subject to applicable mitigation monitoring and reporting requirements. No further environmental review is required. Public Notification and Outreach This item was noticed 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.City Council resolution 2.Housing Commission Resolution 2021-005 3.Location map 4.BRIDGE Housing financial assistance application and proforma 5.BRIDGE Housing brochures and list of tax credit-financed projects 6.City Council Policy No. 90 7.Policy 90 Analysis Aug. 31, 2021 Item #9 Page 6 of 87 RESOLUTION NO. 2021-203 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A $3,100,000 LOAN FROM THE HOUSING TRUST FUND TO BRIDGE HOUSING FOR THE AVIARA APARTMENTS AFFORDABLE HOUSING PROJECT (DEV 2017-0033) WHEREAS, BRIDGE Housing has requested financial assistance for the construction of 70 apartment homes to be affordable to extremely low, very low, and lower income households on an existing parcel at 1205 Aviara Parkway; and WHEREAS, the request for financial assistance was submitted to the City of Carlsbad's Housing Commission for review and consideration at their public meeting on August 12, 2021, on which date said Commission recommended that the City Council approve the requested financial assistance in the amount of $3,1000,000; and WHEREAS, the Planning Commission approved said housing development on December 16, 2020. NOW, THEREFORE, BE IT RESOLVED by the City Council 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 BRIDGE Housing is consistent with the goals and objectives of the City of Carlsbad's Housing Element, and the General Plan. 3. That the request for financial assistance will assist the affordable housing developer in constructing a total of 70 apartment homes affordable to extremely low, very low, and lower income households. The project, therefore, can effectively serve the city's housing needs and priorities expressed in the Housing Element. 4. That the City Council authorizes the Deputy City Manager, Administrative Services, to assign for a 24-month period from the Housing Trust Fund and to appropriate funds to provide a cash assistance loan in the amount of $3,100,000 to BRIDGE Housing for the Aviara Apartment affordable housing project once all project funding is secured by the developer. Aug. 31, 2021 Item #9 Page 7 of 87 5. That the City Council authorizes the City Manager, or designee, to prepare and execute all documents related to the provision of the city loan, subject to review and approval by the City Attorney. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 31st day of August, 2021, by the following vote, to wit: AYES: NAYS: ABSENT: Hall, Blackburn, Bhat-Patel, Acosta, Norby. None. None. MATT HALL, Mayor FAVIOLA MEDINA, City Clerk Services Manager (SEAL) Aug. 31, 2021 Item #9 Page 8 of 87 RESOLUTION NO. 2021-005 A RESOLUTION OF THE HOUSING COMMISSION OF THE CITY OF CARLSBAD, CALIFORNIA RECOMMENDING THAT THE CITY COUNCIL APPROVE A $3,100,000 LOAN FROM THE HOUSING TRUST FUND TO BRIDGE HOUSING FOR THE AVIARA APARTMENTS AFFORDABLE HOUSING PROJECT (DEV 2017- 0033) EXHIBIT 2 WHEREAS, Summerhill Apartment Communities (Summerhill) sought the city's approval to build a mixed-use project consisting of a total of 329 apartments, including 81 apartments affordable to extremely low, low and moderate income households, on property commonly known as Aviara Farms on an existing parcel at 1205 Aviara Parkway, south of Palomar Airport Road, north of Laurel Tree Lane, and is bisected by Aviara Parkway, creating a west site and an east site; and WHEREAS, the Planning Commission approved said development on Dec. 16, 2020, including the 70-unit affordable apartments on the east site; and WHEREAS, BRIDGE Housing has partnered with Summerhill to build the east site Aviara affordable apartments; and WHEREAS, BRIDGE Housing applied to the City of Carlsbad for $3,100,000 in Housing Trust Fund assistance in order to improve project competitiveness for tax exempt bond and tax credit equity financing, and to realize additional community benefits of the project by creating additional affordable housing with deeper affordability than otherwise required by the city's inclusionary housing ordinance; and WHEREAS, the city's Affordable Housing Policy Team reviewed the financial assistance request on July 28, 2021 to receive a presentation by Summerhill and BRIDGE representatives, discuss the request and consider options. Subsequent discussions took place between staff and the development team to discuss concerns and arrive at a mutually-supportable subsidy request, prior to presenting it 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. Aug. 31, 2021 Item #9 Page 9 of 87 EXHIBIT 2 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 BRIDGE Housing 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 69 apartment units affordable to extremely low, very low, and low income households, plus one unrestricted manager's apartment. Specifically, the assistance will result in _deeper affordability levels by providing seven extremely low­ income (30% AMI), seven very low-income (50% AMI), and fifty-five low-income {60% AMI) 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 $3,100,000 in financial assistance from the Housing Trust Fund to BRIDGE Housing, 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 BRIDGE Housing receiving all other necessary funding commitments identified in the financial assistance application including private loans, tax credit financing, master developer con_tribution, 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. Aug. 31, 2021 Item #9 Page 10 of 87 EXHIBIT 2 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: COLE, CORTES-TORRES, EVANS, MANZANO AND NGUYEN-CLEARY NONE NONE � � &-<-<S2--.-JO �GUYEN-CLEARY, CHAIRPERSON CARLSBAD HOUSING COMMISSION ATTEST: DAVID DE CORDOVA Housing Services Manager Aug. 31, 2021 Item #9 Page 11 of 87 Aviara Apartments Location Map Exhibit 3 Aug. 31, 2021 Item #9 Page 12 of 87 August 4, 2021 Housing Policy Team City of Carlsbad c/o Mr. David de Cordova Housing Services Manager 1200 Carlsbad Village Drive Carlsbad, CA 92008-1949 David.deCordova@carlsbadca.gov Re: Request for City Investment Aviara Apartments – 70-unit Affordable Housing Project Dear David: The purpose of this letter is to formally request $3,100,000 from the City of Carlsbad’s Housing Trust Fund for the development of the 70-unit affordable housing project on the East Site of the Aviara Apartments development. The Aviara Apartments project includes a 259-unit project on the West Site containing 247 market-rate units and 12 moderate income affordable units. Combined with the East Site, 82 of the 329 total units in the project (24.9% overall) will be income-restricted to be affordable to a wide range of income levels. A site plan, floor plans, and renderings for the East Site are attached as Exhibit A. The unit types and AMI levels for the 70-unit project are shown below: Unit Type 30% AMI 60% AMI Unrestricted Totals Studio 2 12 0 14 1BR 2 21 0 23 2BR 2 24 0 26 3BR 1 5 1 (mgr.)7 Totals 7 62 1 70 Project Status The 329-unit Aviara Apartments project was approved by the Planning Commission in December 2020. The Affordable Housing Agreement (AHA) is being finalized at this time. Once the City has approved the AHA and the proposed City funding requested herein, the 70-unit affordable housing project can apply for tax credits/bonds and continue working on final construction documents and related work toward our goal of construction commencement in Q2 2022. EXHIBIT 4 Aug. 31, 2021 Item #9 Page 13 of 87 August 4, 2021 Mr. David de Cordova p. 2 of 4 Public Benefits of Project: a. 69 units of new affordable housing at 60% AMI and below for varying income levels located close to schools, employment, and commercial uses  Includes seven (7) affordable units restricted to Extremely Low (30% AMI) income households, seven (7) affordable units restricted to Very Low (50% AMI) income households, and fifty-five (55) affordable units restricted to Low (60% AMI) income households. b. High-quality multifamily development on a site designated in the City’s General Plan as ideal for this type of housing. Aviara Resident Services a. The cornerstone of BRIDGE’s resident services strategy is tied to creating, maintaining and developing partnerships with local and regional, culturally competent service providers. The specific services provided at each property and by each organization are determined on an annual basis through a formal MOU between BRIDGE and its partners with clearly defined goals, objectives, activities and timelines. BRIDGE’s residents represent a variety of demographics in terms of age, ethnicity, primary language, education, work status, housing history, disability and family composition. This model of providing various interconnected services to each housing population, depending on the needs of that population, allows BRIDGE (through its partnerships) to meet specific needs while encouraging independence, growth, self-determination and self-sufficiency. b. BRIDGE will engage an experienced, local service provider for the Aviara project and work with that provider to survey residents and provide appropriate services based on resident needs. BRIDGE has included an annual services budget of $40,000 in the project’s operating expense budget. This budget includes the salary for a part- time, on-site service coordinator from the service provider and 60 hours per year of adult education for residents. Proposed City Subsidy a. The proposed funding for the 70-unit project includes 4% tax credits, State tax credits, the proposed City loan, Master Developer contributions of capital and improvements, and a permanent loan supported by the project’s rental income. b. In the past several years, the multifamily construction industry in California’s major population centers has experienced construction cost escalation between 5% and 10% annually. As a result, the cost of producing affordable housing has increased significantly over that time, and the amount of public subsidy required for financial feasibility has increased as well. c. In addition to general market escalation, the construction costs of the Aviara Apartments affordable project are somewhat higher than a more typical suburban multifamily project. BRIDGE’s and the City’s mutual goal was to maximize the number of affordable housing units on the site. Because of the East site’s small size, triangular shape, slopes, creek setback, and utility easements, a creative design solution was required to achieve the desired 70 units on site. However, the triangularly-shaped Aug. 31, 2021 Item #9 Page 14 of 87 August 4, 2021 Mr. David de Cordova p. 3 of 4 building is less cost efficient than a more typical rectangular building, and four-story construction is more expensive than two- and three-story construction. d.The Master Developer is making a significant contribution to the financial structure of the affordable housing project by contributing the project site no cost (appraised value $8,750,000), constructing off-site improvements (estimated at $150,000), funding remedial grading/site stabilization ($300,000), and providing a residual receipts loan ($2,650,000). e.The City has indicated that its financial subsidy for the project must be equal to or less than the total contribution provided by the Master Developer, not including the value of donated land. BRIDGE therefore requests a financial contribution from the City of $3,100,000, which is equal to the total Master Developer contributions noted above of $2,650,000 + $300,000 + $150,000 = $3,100,000. f.Each project is unique, and BRIDGE believes the subsidy request for the Aviara project is reasonable given the public benefits provided by the overall unit count, affordability level, population served (families and workforce), and resident services. Additional observations regarding the subsidy level follow: •Inclusionary projects that are part of a larger for-sale single family or townhome master development are likely in a better financial position to subsidize the affordable component of the project as compared to a for-rent master development. •If the inclusionary project is senior housing, the units are typically studio or 1BR units, so the total building area and project cost is lower than for a family/workforce project that has studio, 1BR, 2BR, and 3BR units and therefore a much larger building area to construct and finance. •Lastly, projects within larger master developments can often generate additional tax credit equity from infrastructure work required for the masterplan that is allocated to the affordable project and included in the project’s tax-credit basis. •All of these factors can lead to a lower required public subsidy in comparison to the Aviara affordable project. Proposed Financial Structure a. The following permanent financing sources are anticipated for the affordable housing component of the project. Master Developer land contribution of the East Site Residual Receipts Loan in the amount of $3,100,000 from the City of Carlsbad (“City Loan”). The City Loan would have an interest rate of 3%, a term of 55 years, and a requirement that the balance of the City Loan be paid off at the expiration of the term. Total Master Developer Loan and Off-site Improvements Contribution of $3,100,000, comprised of these amounts: o Residual Receipts Loan in the amount of $2,650,000 o Contribution for remedial grading/site stabilization of $300,000 o Contribution for off-site improvements estimated at $150,000 The off-site improvements amount of $150,000 is a preliminary estimate and will be refined up or down based on final engineering drawings. The cash Aug. 31, 2021 Item #9 Page 15 of 87 August 4, 2021 Mr. David de Cordova p. 4 of 4 amount would be adjusted accordingly so the total dev contribution remains at $3,100,000. 4% Federal Tax Credit Equity in the amount of $13,653,125. 4% State Tax Credit Equity in the amount of $1,730,318 Permanent bond loan in the amount of $7,036,300 (with CMFA as the assumed bond issuer). BRIDGE Housing GP Equity and Deferred Developer Fee in the amount of $2,305,599. A proforma reflecting this information is attached as Exhibit B. Our understanding is that the County of San Diego will be issuing a NOFA for HOME funds in the near future. If the project meets the NOFA requirements, we will apply for these funds with the intent of replacing some or all of the State Tax Credit equity included in the current financial structure. This change will improve the project’s competitiveness for a tax-exempt bond allocation. b. Residual payments – The City Loan will be repaid with annual residual receipts payments to the City. Residual receipts from the project cash flow (if available) would be split between the parties as proposed below. Entity Distribution of Residual Receipts: City of Carlsbad 50% of Residual Receipts per year BRIDGE Housing (or affiliate) 25% of Residual Receipts per year Master Developer 25% of Residual Receipts per year Application form – a completed Housing Trust Fund Financial Assistance Application form is attached as Exhibit C. BRIDGE has fully repaid the City’s loan for BRIDGE’s Villa Loma and Poinsettia Station projects both well in advance of their 55-year loan term. Our history of performance in Carlsbad on these prior loans has increased the City’s current Housing Trust Fund balance, and allowed the City to recycle these funds into other worthy projects. We fully expect to do the same on the Aviara Apartments project. We greatly appreciate the City’s consideration of this funding request. We look forward to working with the City and the Master Developer to successfully deliver this 70-unit affordable housing project to the local community. Please feel free to reach out to us with any questions you have. Respectfully Submitted, Brad Wiblin Jeff Williams Executive Vice President Senior Project Manager Aug. 31, 2021 Item #9 Page 16 of 87 Exhibit A - Site Plan, Renderings, Floor Plans Aug. 31, 2021 Item #9 Page 17 of 87 ATRIUMLEASING OFFICE /RESIDENTSERVICESMULTI-PURPOSEROOMCOURTYARDRETAINING WALL WITHSAFETY BARRIER ABOVERETAINING WALLWITH SAFETYBARRIER ABOVESTAIR RISERELEV.METERSMETERS(10) CARPORTS(8) CARPORTS(5) CARPORTS12'x28'LOADINGZONESITE ACCESSIBLEPEDESTRIAN PATH15'-0"FRONTSETBACK(9) CARPORTSPLAZANotes:1.Refer to Civil Engineer'sPlans for Grading andDrainage Information.2.Refer to LandscapeArchitect's Plans for OutdoorRecreation and SidewalkInformation.3.Refer to Fire PreventionPlans for more information.RETAINING WALLREFER TO GRADINGPLAN FOR MOREINFORMATION.VEHICLE GATEMAILSTOR.KIT.M.F.S.STOR.23'-0"TO WALL ABOVE25'-11" CLEAR ATGROUND LEVELFLOORABOVE2'-11"AVIARA PARKWAYFIRE HYDRANTFIRE HYDRANT24'-0"25'-2" CLEAR ATGROUND LEVEL22'-3" CLEARTO WALL ABOVE1295 SF1372 SFGUESTGUEST18'-0"SETBACK(ACTUAL)20'-0"20'-0"20'-0"17'-6"2'-6"24'-0"(105) TOTAL GROUND FLOOR SPACES:(2) ACCESSIBLE SPACES 9' x 18'(103) STANDARD SPACES 8'-6" x 20'-0"WITH (11*) TOTAL EV CAPABLE SPACES = EV CHARGERS9'-0"GUEST44' SETBACK48'-3" SETBACK8'-4"S.B.21'-10"CLEAR TO SKYAT NORTH SIDE3RD/4TH FLOORBALCONIES21'-1" CLEARTO SKY AT2ND/3RD/4THFLR.BALCONYTRASHSTAIRACCESS(FIRE)30'-3 1/2" TYP.20'-1 1/2" TYP.EQ.EQ.EQ.EQ.EQ.20'-3" TYP.20'-3" TYP.EV CAPABLE*EV CAPABLE*EV CAPABLE**EVSE INSTALLED*EV CAPABLE*ACCESSIBLEEV CAPABLE*EVSE INSTALLED*EVSE INSTALLED*EVSE INSTALLED*EVSE INSTALLED*EVSE INSTALLEDPROPOSEDTRANSFORMERRIDESHARESPACEBIKEA3.0 GROUND FLOOR PLAN / SITE PLAN4-STORY WOOD FRAMED SLAB ON GRADE - EAST PARCELCARLSBAD, CA #160809Aviara ApartmentsArchitecture + Planning888.456.5849ktgy.comCONCEPTUAL DESIGNJANUARY 24, 2020619.231.6300bridgehousing.com949.537.3834shapartments.comCT 2018-0002/ SDP 2018-0002/ CDP 2018-0005/ HDP 2018-0001/ HMP 2018-0001/ EIR 2018-00010816 32Aug. 31, 2021Item #9 Page 18 of 87 2C1B3A2A1B2A1A1A2BS1AL.S1BS1A2B1A1A2A3A1B2CE.2A1B392 SQ. FT.STOR.231 SQ. FT.S1BDASHED LINE INDICATES FLUSH BALCONY ATSECOND FLOOR (NORTH SIDE ONLY)22 UNITS @ 2ND FLOOR22 UNITS @3RD FLOOR15'-0"FRONTSETBACK(BIKESTORAGEAT R3)2C1B3A2A1B1A2BS1AL.S1BS1A2B3B2A3A1B2CE.1B392 SQ. FT.STOR.231 SQ. FT.S1B18 UNITS @4TH FLOOR15'-0"FRONTSETBACKUNITSBELOWUNITSBELOWA3.1FLOOR PLAN - UPPER LEVELS 4-STORY WOOD FRAMED SLAB ON GRADE - EAST PARCELCARLSBAD, CA #160809Aviara ApartmentsArchitecture + Planning888.456.5849ktgy.comCONCEPTUAL DESIGNJANUARY 24, 2020619.231.6300bridgehousing.com949.537.3834shapartments.comCT 2018-0002/ SDP 2018-0002/ CDP 2018-0005/ HDP 2018-0001/ HMP 2018-0001/ EIR 2018-0001R4 LEVELR2 & R3 LEVELS0 8 1632Aug. 31, 2021Item #9 Page 19 of 87 TRASHENCLOSUREROOF3:12 PITCHEDCARPORT ROOFSOLAR PVPANELS3:12 PITCHEDCARPORT ROOF4:12 PITCHEDROOFFLATROOFFLATROOF4:12 PITCHEDROOFTRELLIS4:12 PITCHEDROOFFLATROOFFLATROOF4:12 PITCHEDROOFNOTE:ROOF MOUNTED EQUIPMENTSHALL COMPLY WITH BUILDINGDEPARTMENT POLICY 80-6.OPENTO BELOWOPENTO BELOWPITCHEDROOFMECHANICAL (TYP.)SOLAR PVPANELSSOLARCOLLECTORS(213 TOTAL) 385WSOLAR PV MODULE(21 TOTAL) SUN EARTH TRB-404'X10' SOLAR COLLECTORS W/(1) 1450 GALLON SOLAR TANK(60"DX130"L)~15,000 LBA WATER WEIGHTA3.2FLOOR PLAN - ROOF LEVEL 4-STORY WOOD FRAMED SLAB ON GRADE - EAST PARCELCARLSBAD, CA #160809Aviara ApartmentsArchitecture + Planning888.456.5849ktgy.comCONCEPTUAL DESIGNJANUARY 24, 2020619.231.6300bridgehousing.com949.537.3834shapartments.comCT 2018-0002/ SDP 2018-0002/ CDP 2018-0005/ HDP 2018-0001/ HMP 2018-0001/ EIR 2018-0001ROOF LEVEL0816 32Aug. 31, 2021Item #9 Page 20 of 87 A1.0CONCEPTUAL PERSPECTIVESEAST PARCELCARLSBAD, CA #160809Aviara ApartmentsArchitecture + Planning888.456.5849ktgy.comCONCEPTUAL DESIGNJANUARY 24, 2020619.231.6300bridgehousing.com949.537.3834shapartments.comCT 2018-0002/ SDP 2018-0002/ CDP 2018-0005/ HDP 2018-0001/ HMP 2018-0001/ EIR 2018-0001Aug. 31, 2021Item #9 Page 21 of 87 A1.1CONCEPTUAL PERSPECTIVESEAST PARCELCARLSBAD, CA #160809Aviara ApartmentsArchitecture + Planning888.456.5849ktgy.comCONCEPTUAL DESIGNJANUARY 24, 2020619.231.6300bridgehousing.com949.537.3834shapartments.comCT 2018-0002/ SDP 2018-0002/ CDP 2018-0005/ HDP 2018-0001/ HMP 2018-0001/ EIR 2018-0001Aug. 31, 2021Item #9 Page 22 of 87 A1.2CONCEPTUAL PERSPECTIVESEAST PARCELCARLSBAD, CA #160809Aviara ApartmentsArchitecture + Planning888.456.5849ktgy.comCONCEPTUAL DESIGNJANUARY 24, 2020619.231.6300bridgehousing.com949.537.3834shapartments.comCT 2018-0002/ SDP 2018-0002/ CDP 2018-0005/ HDP 2018-0001/ HMP 2018-0001/ EIR 2018-0001Aug. 31, 2021Item #9 Page 23 of 87 A1.3CONCEPTUAL PERSPECTIVESEAST PARCELCARLSBAD, CA #160809Aviara ApartmentsArchitecture + Planning888.456.5849ktgy.comCONCEPTUAL DESIGNJANUARY 24, 2020619.231.6300bridgehousing.com949.537.3834shapartments.comCT 2018-0002/ SDP 2018-0002/ CDP 2018-0005/ HDP 2018-0001/ HMP 2018-0001/ EIR 2018-0001Aug. 31, 2021Item #9 Page 24 of 87 A1.4CONCEPTUAL PERSPECTIVESEAST PARCELCARLSBAD, CA #160809Aviara ApartmentsArchitecture + Planning888.456.5849ktgy.comCONCEPTUAL DESIGNJANUARY 24, 2020619.231.6300bridgehousing.com949.537.3834shapartments.comCT 2018-0002/ SDP 2018-0002/ CDP 2018-0005/ HDP 2018-0001/ HMP 2018-0001/ EIR 2018-0001Aug. 31, 2021Item #9 Page 25 of 87 2.SOUTH ELEVATION+/-37'-8"10'-3"10'-3"+/-48'-7"+/-50'-11"+/-55'-5"FIN. GRADE+/- 97.1'GRADE ATLAUREL TREE LN.+/-37'-8"10'-3"10'-3"1.NORTH ELEVATION+/-48'-7"+/-50'-11"+/-55'-5"FIN. GRADE+/- 97.1'+/-42'-6"A2.0NORTH & SOUTH ELEVATIONSEAST PARCELCARLSBAD, CA #160809Aviara ApartmentsArchitecture + Planning888.456.5849ktgy.comCONCEPTUAL DESIGNJANUARY 24, 2020619.231.6300bridgehousing.com949.537.3834shapartments.comCT 2018-0002/ SDP 2018-0002/ CDP 2018-0005/ HDP 2018-0001/ HMP 2018-0001/ EIR 2018-000108 16 24Material Legend1. Concrete S-Tile Roofing2. Stucco3. Garage Doors4. Masonry Veneer5. Siding6. Wood Trellis7. Metal Railing with Mesh Infill8. Single Hung Vinyl Windows9. Stucco Trim10. Wood Corbel11. Metal Surround Bay Window12. --13. Metal Decorative Element14. Flat Metal Canopy15. Solar PanelsAug. 31, 2021Item #9 Page 26 of 87 6.NORTH COURTYARD ELEVATION+/-45'-4"10'-3"10'-3"+/-35'-10"+/-48'-7"FIN. GRADE+/- 97.1'3.EAST ELEVATION10'-3"10'-3"+/-50'-11"5. WEST ELEVATION (NORTH WING)+/-37'-8"10'-3"10'-3"+/-35'-10"GRADE ATAVIARA PKWY4. WEST ELEVATION (SOUTH WING)+/-37'-8"10'-3"10'-3"+/-35'-10"GRADE ATAVIARA PKWY.7.SOUTH COURTYARD ELEVATION+/-45'-4"10'-3"10'-3"+/-35'-10"+/-48'-7"+/-55'-5"FIN. GRADE+/- 97.1'A2.1EAST, WEST, & COURTYARD ELEVATIONSEAST PARCELCARLSBAD, CA #160809Aviara ApartmentsArchitecture + Planning888.456.5849ktgy.comCONCEPTUAL DESIGNJANUARY 24, 2020619.231.6300bridgehousing.com949.537.3834shapartments.comCT 2018-0002/ SDP 2018-0002/ CDP 2018-0005/ HDP 2018-0001/ HMP 2018-0001/ EIR 2018-0001Material Legend1. Concrete S-Tile Roofing2. Stucco3. Garage Doors4. Masonry Veneer5. Siding6. Wood Trellis7. Metal Railing with Mesh Infill8. Single Hung Vinyl Windows9. Stucco Trim10. Wood Corbel11. Metal Surround Bay Window12. --13. Metal Decorative Element14. Flat Metal Canopy15. Solar Panels08 16 24Aug. 31, 2021Item #9 Page 27 of 87 TRASH ENCLOSURE - SIDE ELEVATION±7'-0"TRASH ENCLOSURE - FRONT ELEVATION±9'-0"CARPORT - FRONT ELEVATION±9'-0"CARPORT - FRONT ELEVATION±12'-0"±12'-0"TRASH ENCLOSURE - PLAN(MODIFIED PER STANDARD GS-16 TYPE B,TRASH BINS ARE 4 C.Y. WITH 6' length, 4'-2" width, 4' height)±11'-0"6'-0"MIN.19'-8"3'-1"3'-1"1'-3"14'-2"15'-5"±7'-0"±11'-0"A2.2CARPORT AND TRASH ENCLOSURE DETAILSEAST PARCELCARLSBAD, CA #160809Aviara ApartmentsArchitecture + Planning888.456.5849ktgy.comCONCEPTUAL DESIGNJANUARY 24, 2020619.231.6300bridgehousing.com949.537.3834shapartments.comCT 2018-0002/ SDP 2018-0002/ CDP 2018-0005/ HDP 2018-0001/ HMP 2018-0001/ EIR 2018-0001NTSMaterial Legend1. Concrete S-Tile Roofing2. Stucco3. Garage Doors4. Masonry Veneer5. Siding6. Wood Trellis7. Metal Railing with Mesh Infill8. Single Hung Vinyl Windows9. Stucco Trim10. Wood Corbel11. Metal Surround Bay Window12. --13. Metal Decorative Element14. Flat Metal Canopy15. Solar PanelsAug. 31, 2021Item #9 Page 28 of 87 Exhibit B - Project Proforma Aug. 31, 2021 Item #9 Page 29 of 87 California Housing Partnership Corporation Aviara Apartments Prepared For:BRIDGE Housing Prepared By:California Housing Partnership Corporation Version:1.05 City Revised: Notes:2021 CDLAC/TCAC Application Round 3 TABLE OF CONTENTS Sources of Funds…………………………………..……..1 Threshold Basis Limits……………………...……………7 Uses of Funds…………………………………...……….1a 15-Year Cash Flow……………………...……………8 Unit Mix & Rental Income…………………………………..2 Outstanding Debt & Reserves……………………...……………8a Rent Comparison Table………..……………………………………..2a Schedule of Deductions……………………...……………9 Tax Credit Calculation…………………………………..3 Analysis of Taxable Income……………………...……………10 Base Year Income & Expense…………………………………..4 Capital Account & Exit Tax Liability……………………...……………11 Mortgage Calculation & Bond Ratios…………………………………..4a Investment Summary……………………...……………12 Lease-up/Placed-in-Service Schedule…………………………………..5 Net Quarterly Benefits……………………...……………13 Net Syndication Proceeds…………………………………..6 SOURCES OF FUNDS PAGE 1 0 0.00% PERMANENT TOTAL OID AMORT AMOUNT INT COST INT RATE TERM (Yr)COMMENTS Tax-Exempt Permanent Loan 7,036,300 4.50%35 17 Year Term / 35 Year Amortization City of Carlsbad Loan 3,100,000 3.00%1.79%55 Master Developer Loan 3,100,000 3.00%1.79%55 Deferred Developer Fee 900,000 0.00% Capital Contributions Fixed Credit Rate:4.00% General Partner (Developer Fee)1,405,599 Certificated State Credit Pricing (Gross):$0.850 Limited Partner (Federal + State)15,383,444 15,187,944 net equity Federal Credit Pricing (Gross):$0.900 Federal Credit Equity:13,653,125 TOTAL SOURCES 30,925,343 30,729,843 net sources State Credit Equity:1,730,318 Surplus/(Shortfall)(0) CONSTRUCTION AMOUNT INT RATE TERM (Mo.) Tax-Exempt Construction Loan 16,099,000 4.00%24 CDLAC 55% Bond Allocation Limit:16,099,194 Taxable Construction Loan 3,514,985 4.10%CDLAC Tiebreaker:$232,239 City of Carlsbad Loan 3,100,000 3.00%24 State Credit Request/Unit:29,081 Master Developer Loan 3,100,000 3.00%24 Costs Deferred Until Conversion 2,473,014Deferred Developer Fee 900,000 Capital Contributions General Partner (Developer Fee)0 0.00% Limited Partner (Federal + State)1,738,344 1,542,844 net equity TOTAL SOURCES 30,925,343 30,729,843 net sources Surplus/(Shortfall)0 COSTS DEFERRED UNTIL CONVERSION DEVELOPER FEE PAY-IN SCHEDULE Transition Reserve 0 Construction Closing 600,000 Operating Reserve (4 months)319,415 Temporary CofO 200,000 Replacement Reserve 0 Permanent Loan Fees/Expenses 0 Legal - Permanent Closing 0 Perm Conversion/Stabilization 600,000 Title/Recording/Escrow - Permanent 15,000 Perm Conversion/Stabilization 1,405,599 Fee contributed as GP Equity Audit/Cost Certification 33,000 Form 8609 100,000 Developer Fee 2,105,599 Deferred Fee paid from Cash Flow 900,000 TOTAL 2,473,014 TOTAL 3,805,599 Tax-Exempt Taxable Tax-Exempt ACTUAL INTEREST RATE STACK Construction Construction Permanent Index (LIBOR Floor / 10 Year Treasury)0.500%0.500%1.750%1.750% Bank spread 2.500%2.600%2.250%2.250% Cushion 1.000%1.000%0.500%0.500% TOTAL 4.000%4.100%4.500%4.50% 6.50% August 4, 2021 Aug. 31, 2021 Item #9 Page 30 of 87 California Housing Partnership Corporation Aviara Apartments PAGE 1-A Uses of Funds Version: Revised: 100.00% 100%DEPRECIABLE TAX CREDIT ELIGIBLE TOTAL NON- CONST/ TOTAL RESIDENTIAL DEPREC RESIDENTIAL NON-RES EXPENSE AMORTIZE REHAB ACQUIS. ACQUISITION COSTS Acquisition Legal/Title/Closing 95,000 95,000 95,000 0 GENERAL DEVELOPMENT COSTS Residential Construction 15,507,447 15,507,447 0 15,507,447 0 0 15,507,447 Offsite Work (non-basis)150,000 150,000 150,000 0 0 Site Improvements/Landscape 300,000 300,000 300,000 0 0 0 Contractor General Requirements 759,404 759,404 0 759,404 0 759,404 Contractor Overhead & Profit 952,114 952,114 0 952,114 0 952,114 Contractor Bond/Insurance 396,424 396,424 396,424 0 396,424 Construction Contingency & Escalation 1,771,117 1,771,117 0 1,771,117 0 1,771,117 Local Permits/Fees/Utility Fees 397,500 397,500 397,500 0 397,500 Local Impact Fees 1,650,000 1,650,000 1,650,000 0 1,650,000 Environmental Audit 0 0 0 0 0 Security (during construction)0 0 0 0 0 Architecture 1,307,670 1,307,670 1,307,670 0 1,307,670 Survey/Civil/Geotech Engineers 635,000 635,000 635,000 0 635,000 Appraisal 15,000 15,000 0 15,000 0 0 15,000 Market Study 15,000 15,000 0 0 15,000 0 Predevelopment Loan Interest/Expenses 18,000 18,000 0 18,000 0 18,000 Construction Period Interest (Tax-Exempt Bond)772,752 772,752 579,564 0 193,188 579,564 Construction Period Interest (Taxable Bond)172,937 172,937 129,703 0 43,234 129,703 Title/Recording/Escrow - Acquisition 0 0 0 0 0 0 0 Title/Recording/Escrow - Construction 30,000 30,000 30,000 0 30,000 0 Title/Recording/Escrow - Permanent 15,000 15,000 15,000 Real Estate Taxes During Construction 46,200 46,200 46,200 0 0 46,200 0 Insurance During Construction 494,426 494,426 494,426 0 0 494,426 0 Soft Cost Contingency 238,989 238,989 238,989 0 238,989 TCAC Application/Allocation/Monitoring Fee 45,462 45,462 45,462 Sponsor Legal: Acquisition 0 0 0 0 0 0 Construction Closing 60,000 60,000 60,000 0 60,000 0 Permanent Period 15,000 15,000 15,000 Organization of Partnership 7,500 7,500 7,500 Syndication 50,000 50,000 50,000 Investor Legal/Fees 40,000 40,000 40,000 Syndication Consulting 65,000 65,000 65,000 0 0 Audit/Cost Certification 33,000 33,000 0 33,000 0 0 Furnishings 125,000 125,000 125,000 0 125,000 Operating Reserve (4 months)319,415 319,415 319,415 Marketing/Lease-Up 157,500 157,500 157,500 Developer Fee 3,805,599 3,805,599 0 3,805,599 0 3,805,599 0 FINANCING/BOND ISSUANCE COSTS Permanent Lender Counsel 10,000 10,000 10,000 0 Construction Lender Counsel 50,000 50,000 50,000 50,000 Bond/Issuer Counsel 60,000 60,000 60,000 Construction Lender Expenses/Inspections 50,000 50,000 50,000 50,000 0 Construction Loan Fees (Tax-Exempt/Taxable)147,105 147,105 147,105 147,105 Permanent Loan fees 70,363 70,363 70,363 Trustee Fee 5,000 5,000 5,000 Trustee Counsel 2,500 2,500 2,500 CDLAC Fees 5,635 5,635 5,635 Issuer Fee (CMFA)30,186 30,186 30,186 Prepaid Annual Issuer Fee (CMFA)16,099 16,099 16,099 CDIAC Fees 5,000 5,000 5,000 Local Lender Expenses/Fees 10,000 10,000 10,000 0 10,000 Subtotal - Costs of Issuance 461,887 461,887 0 257,105 0 0 204,782 257,105 0 TOTAL DEVELOPMENT COSTS 30,925,343 30,925,343 1,019,415 29,176,262 0 426,922 302,744 29,176,262 0 Total Development Cost Per Unit 441,791 Syndication Costs 195,500 Total Development Costs Net of Syndication Costs 30,729,843 TCAC DEVELOPER FEE CALCULATION (4% New Construction) Construction Acquisition Total Eligible Basis 25,370,663 0 25,370,663 Maximum Potential TCAC Fee (per basis)3,805,599 0 3,805,599 Ratio 100.00%0.00%100.00% MAXIMUM FEE IN ELIGIBLE BASIS & COSTS 3,805,599 0 3,805,599 Fee Paid From Development Sources 2,500,000 Fee Contributed as GP Equity and/or Deferred Fee Paid from Cash Flow 1,305,599 City/County/Private Funding Developer Fee Limits Maximum Fee Paid From Development Sources 1,500,000 Deferred Fee Paid from Cash Flow 900,000 GP Equity 1,405,599 Total Developer Fee 3,805,599 1.05 City August 4, 2021 Aug. 31, 2021 Item #9 Page 31 of 87 California Housing Partnership Corporation Aviara Apartments PAGE 2 Unit Mix & Rental Income Version: 2020 TCAC Rent Limits Revised: UTILITY UNIT MIX ALLOWANCES 0 BR 14 11 Average Affordability:55.94%1 BR 23 14 2 BR 26 19 3 BR 7 21 RESIDENTIAL INCOME TCAC AMI Level:30%Percentage of Targeted Units:10.1% % MEDIAN PER-UNIT PER-UNIT TOTAL TOTAL PER UNIT TOTAL INCOME MONTHLY MONTHLY MONTHLY ANNUAL UNIT TYPE NUMBER SQ FT SQ FT AFFORDABLE GROSS RENT NET RENT NET RENT NET RENT 0 BR 2 450 900 30.0%606 595 1,190 14,280 1 BR 2 560 1,120 30.0%649 635 1,270 15,240 2 BR 2 900 1,800 30.0%780 761 1,522 18,264 3 BR 1 1,100 1,100 30.0%901 880 880 10,560 TOTAL 7 4,920 4,862 58,344 TCAC AMI Level:50%Percentage of Targeted Units:10.1% % MEDIAN PER-UNIT PER-UNIT TOTAL TOTAL PER UNIT TOTAL INCOME MONTHLY MONTHLY MONTHLY ANNUAL UNIT TYPE NUMBER SQ FT SQ FT AFFORDABLE GROSS RENT NET RENT NET RENT NET RENT 0 BR 2 450 900 50.0%1,011 1,000 2,000 24,000 1 BR 2 560 1,120 50.0%1,083 1,069 2,138 25,656 2 BR 2 900 1,800 50.0%1,300 1,281 2,562 30,744 3 BR 1 1,100 1,100 50.0%1,501 1,480 1,480 17,760 TOTAL 7 4,920 8,180 98,160 TCAC AMI Level:60%Percentage of Targeted Units:79.7% % MEDIAN PER-UNIT PER-UNIT TOTAL TOTAL PER UNIT TOTAL INCOME MONTHLY MONTHLY MONTHLY ANNUAL UNIT TYPE NUMBER SQ FT SQ FT AFFORDABLE GROSS RENT NET RENT NET RENT NET RENT 0 BR 10 450 4,500 60.0%1,213 1,202 12,020 144,240 1 BR 19 560 10,640 60.0%1,299 1,285 24,415 292,980 2 BR 22 900 19,800 60.0%1,560 1,541 33,902 406,824 3 BR 4 1,100 4,400 57.7%1,733 1,712 6,848 82,176 TOTAL 55 39,340 77,185 926,220 MANAGER UNITS % MEDIAN PER-UNIT PER-UNIT TOTAL TOTAL PER UNIT TOTAL INCOME MONTHLY MONTHLY MONTHLY ANNUAL UNIT TYPE NUMBER SQ FT SQ FT AFFORDABLE GROSS RENT NET RENT NET RENT NET RENT 3 BR 1 1,100 1,100 0.0%0 0 0 0 TOTAL 1 1,100 0 0 RENTAL SUBSIDY PREMIUM (annual subsidy income less total annual base rents)0 0 TOTAL - BASE RENT PLUS RENTAL SUBSIDY PREMIUM 90,227 1,082,724 TOTAL RESIDENTIAL INCOME TOTAL TOTAL TOTAL UNITS MONTHLY (Net)ANNUAL 70 90,227 1,082,724 TOTAL SQ FT - TAX CREDIT ELIGIBLE 49,180 TOTAL SQ FT - NON-TAX CREDIT ELIGIBLE 0 TOTAL RENTABLE SQ FT 49,180 MISCELLANEOUS INCOME PER-UNIT TOTAL TOTAL MONTHLY MONTHLY ANNUAL Laundry/Vending 12.00 840 10,080 1.05 City August 4, 2021 Aug. 31, 2021 Item #9 Page 32 of 87 California Housing Partnership Corporation Aviara Apartments PAGE 3 Tax Credit Calculation Version: Revised: FEDERAL CALIFORNIA CONST/CONST/ ACQUIS REHAB TOTAL ACQUIS REHAB TOTAL TOTAL ELIGIBLE COSTS 0 29,176,262 29,176,262 0 29,176,262 29,176,262 ELIGIBLE BASIS 0 29,176,262 29,176,262 0 29,176,262 29,176,262 THRESHOLD BASIS LIMIT 34,168,245 REQUESTED ELIGIBLE BASIS 0 29,176,262 29,176,262 0 29,176,262 29,176,262 LESS: Voluntary Reduction for Tiebreaker 0 (22,390,700) TOTAL REQUESTED UNADJUSTED ELIGIBLE BASIS 0 29,176,262 6,785,562 HIGH COST ADJUSTMENT (Y/N)Y 100.0%130.0%100.0%100.0% ADJUSTED ELIGIBLE BASIS 0 37,929,141 37,929,141 0 6,785,562 6,785,562 APPLICABLE FRACTION*100.0%100.0%100.0%100.0% QUALIFIED CREDIT BASIS 0 37,929,141 37,929,141 0 6,785,562 6,785,562 LESS: Credit Reduction for Leveraging 0.00%0 0 0 ADJUSTED QUALIFIED CREDIT BASIS 0 37,929,141 37,929,141 CREDIT RATE Federal Annual/Yr 1-3 State 4.00%4.00%4.00%9.00% Year 4 - State 1.00%3.00% MAXIMUM CREDIT AMOUNT PER COSTS Federal Annual/Yr 1-3 State 0 1,517,166 1,517,166 0 1,832,102 1,832,102 Year 4 - State 0 203,567 203,567 Total 0 2,035,669 2,035,669 ACTUAL TCAC CREDIT RESERVATION Federal Annual/Total State N/A N/A N/A N/A N/A N/A MAXIMUM ALLOWABLE CREDITS (Lesser of above) Federal Annual/Total State 0 1,517,166 1,517,166 2,035,669 MAXIMUM ALLOWABLE - TEN YEAR TOTAL 15,171,656 2,035,669Lesser of Above $0 CDLAC TIEBREAKER Bond and State Credit Request $18,134,669 Statewide Basis Delta*-0.658% Highest / High Resource Area Multiplier 0% Homeless Project Multiplier 0% Maximum of Multiplier 0% Adjusted Bond and State Credit Request $18,253,976 Total Adjustment Adjusted Unit Type Units Factor Units Studio/SRO 14 0.90 12.60 1-Bedroom 23 1.00 23.00 2-Bedroom 26 1.25 32.50 3-Bedroom 7 1.50 10.50 4-Bedroom or larger 0 1.75 0.00 70 78.60 Tie Breaker Self-Score $232,238.88 STATEWIDE BASIS DELTA FOR CDLAC TIE BREAKER Project County 2-Bedroom Basis Limit $362,400 2-Bedroom Basis Limit (all counties)$364,800 STATEWIDE BASIS DELTA (maximum 30%)-0.658% 1.05 City August 4, 2021 Aug. 31, 2021 Item #9 Page 33 of 87 California Housing Partnership CorporationAviara ApartmentsPAGE 855-Year Cash FlowVersion:Revised:ASSUMPTIONS: Rent Increase:2.50%Perm Loan - % Debt Service Year 1100.0%HCD Transition Reserve Expenses Increase:3.50%Percent Q.O. In Lease-Up Year100.0%Total Real Estate Tax Increase:2.00%Perm Loan - % Debt Service Year 2100.0%0 Reserve Increase:0.00%Y1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 2022202420252026202720282029203020312032203320342035203620372038GROSS POTENTIAL INCOME - RESIDENTIAL1,082,724 1,082,724 1,109,792 1,137,537 1,165,975 1,195,125 1,225,003 1,255,628 1,287,019 1,319,194 1,352,174 1,385,978 1,420,628 1,456,143 1,492,547 1,529,861 Misc. Income10,080 10,080 10,332 10,590 10,855 11,126 11,405 11,690 11,982 12,282 12,589 12,903 13,226 13,556 13,895 14,243 Vacancy Loss - Residential 5.0%(54,640)(56,006)(57,406)(58,842)(60,313)(61,820)(63,366)(64,950)(66,574)(68,238)(69,944)(71,693)(73,485)(75,322)(77,205)GROSS EFFECTIVE INCOME1,038,164 1,064,118 1,090,721 1,117,989 1,145,939 1,174,587 1,203,952 1,234,051 1,264,902 1,296,524 1,328,937 1,362,161 1,396,215 1,431,120 1,466,898 Operating Expenses (excl. reserves & taxes)524,150 524,150 542,495 561,483 581,134 601,474 622,526 644,314 666,865 690,205 714,363 739,365 765,243 792,027 819,748 848,439 Real Estate Taxes3,000 3,000 3,060 3,121 3,184 3,247 3,312 3,378 3,446 3,515 3,585 3,657 3,730 3,805 3,881 3,958 TOTAL OPERATING EXPENSES527,150 545,555 564,604 584,318 604,721 625,838 647,693 670,311 693,720 717,948 743,022 768,973 795,831 823,628 852,397 NET OPERATING INCOME511,014 518,563 526,117 533,671 541,217 548,749 556,259 563,739 571,181 578,576 585,915 593,188 600,384 607,492 614,501 REPLACEMENT RESERVE31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 NET INCOME AVAILABLE FOR DEBT SERVICE479,514 487,063 494,617 502,171 509,717 517,249 524,759 532,239 539,681 547,076 554,415 561,688 568,884 575,992 583,001 Tax-Exempt Permanent LoanPrincipal Balance7,036,3006,951,6046,863,0166,770,3596,673,4466,572,0806,466,0576,355,1646,239,1776,117,8605,990,9715,858,2535,719,4375,574,2445,422,3815,263,542Interest Payment314,901311,010306,940302,684298,231293,575288,704283,610278,281272,708266,879260,782254,404247,734240,758Principal Payment84,69688,58792,65796,914101,366106,023110,893115,988121,316126,889132,719138,816145,193151,863158,840TOTAL DEBT SERVICE399,597399,597399,597399,597399,597399,597399,597399,597399,597399,597399,597399,597399,597399,597399,597NET CASH FLOW 79,917 87,465 95,020 102,574 110,120 117,652 125,162 132,642 140,084 147,479 154,818 162,090 169,286 176,395 183,404 Debt Service Coverage Ratio1.2001.2191.2381.2571.2761.2941.3131.3321.3511.3691.3871.4061.4241.4411.459FAILFAILFAILDISTRIBUTION OF CASH FLOWLP Investor Services Fee - Current7,500 7,500 7,725 7,957 8,195 8,441 8,695 8,955 9,224 9,501 9,786 10,079 10,382 10,693 11,014 11,344 LP Investor Services Fee - Deferred0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Deferred Developer Fee0.00%900,000 72,417 79,740 87,063 94,378 101,679 108,957 116,207 123,418 116,141 0 0 0 0 0 0 GP Partnership Management Fee - Current30,000 0 0 0 0 0 0 0 0 14,442 39,143 40,317 41,527 42,773 44,056 45,378 GP Partnership Management Fee - Deferred0 0 0 0 0 0 0 0 0 98,550 104,421 87,360 0 0 0 City of Carlsbad Loan3,100,000 50.00%0 0 0 0 0 0 0 0 0 0 0 11,411 57,910 60,662 63,341 Master Developer Loan3,100,000 25.00%0 0 0 0 0 0 0 0 0 0 0 5,706 28,955 30,331 31,670 Developer Distribution100.00%25.00%0 0 0 0 0 0 0 0 0 0 0 5,706 28,955 30,331 31,670 General Partner0.01%0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Limited Partner99.99%0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1.05 CityAugust 4, 2021Aug. 31, 2021Item #9 Page 34 of 87 California Housing Partnership CorporationAviara Apartments55-Year Cash FlowASSUMPTIONS: Rent Increase:2.50%Perm Loan - % Debt Service Year 1 Expenses Increase:3.50%Percent Q.O. In Lease-Up Year Real Estate Tax Increase:2.00%Perm Loan - % Debt Service Year 2 Reserve Increase:0.00%2022GROSS POTENTIAL INCOME - RESIDENTIAL1,082,724 Misc. Income10,080 Vacancy Loss - Residential 5.0%GROSS EFFECTIVE INCOMEOperating Expenses (excl. reserves & taxes)524,150 Real Estate Taxes3,000 TOTAL OPERATING EXPENSESNET OPERATING INCOMEREPLACEMENT RESERVE31,500 NET INCOME AVAILABLE FOR DEBT SERVICETax-Exempt Permanent LoanPrincipal Balance7,036,300Interest PaymentPrincipal PaymentTOTAL DEBT SERVICENET CASH FLOW Debt Service Coverage RatioDISTRIBUTION OF CASH FLOWLP Investor Services Fee - Current7,500 LP Investor Services Fee - DeferredDeferred Developer Fee0.00%900,000 GP Partnership Management Fee - Current30,000 GP Partnership Management Fee - DeferredCity of Carlsbad Loan3,100,000 50.00%Master Developer Loan3,100,000 25.00%Developer Distribution100.00%25.00%General Partner0.01%Limited Partner99.99%HCD Transition Reserve16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 2039204020412042204320442045204620472048204920502051205220531,568,107 1,607,310 1,647,493 1,688,680 1,730,897 1,774,169 1,818,524 1,863,987 1,910,586 1,958,351 2,007,310 2,057,493 2,108,930 2,161,653 2,215,694 14,599 14,964 15,338 15,721 16,114 16,517 16,930 17,353 17,787 18,232 18,688 19,155 19,634 20,125 20,628 (79,135)(81,114)(83,142)(85,220)(87,351)(89,534)(91,773)(94,067)(96,419)(98,829)(101,300)(103,832)(106,428)(109,089)(111,816)1,503,571 1,541,160 1,579,689 1,619,181 1,659,661 1,701,152 1,743,681 1,787,273 1,831,955 1,877,754 1,924,698 1,972,815 2,022,135 2,072,689 2,124,506 878,134 908,869 940,679 973,603 1,007,679 1,042,948 1,079,451 1,117,232 1,156,335 1,196,807 1,238,695 1,282,049 1,326,921 1,373,363 1,421,431 4,038 4,118 4,201 4,285 4,370 4,458 4,547 4,638 4,731 4,825 4,922 5,020 5,121 5,223 5,328 882,172 912,987 944,880 977,888 1,012,049 1,047,406 1,083,998 1,121,870 1,161,066 1,201,632 1,243,617 1,287,069 1,332,042 1,378,586 1,426,758 621,399 628,173 634,809 641,294 647,611 653,747 659,683 665,403 670,889 676,122 681,081 685,746 690,094 694,103 697,748 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 589,899 596,673 603,309 609,794 616,111 622,247 628,183 633,903 639,389 644,622 649,581 654,246 658,594 662,603 666,248 5,097,4054,923,6364,741,8844,551,7834,352,9484,144,9793,927,4563,699,9403,461,9723,213,0722,952,7372,680,4422,395,6392,097,7511,786,179233,461225,828217,845209,496200,763191,628182,074172,081161,629150,697139,262127,303114,793101,71088,025166,137173,769181,752190,101198,835207,969217,523227,516237,968248,900260,335272,295284,804297,888311,572399,597399,597399,597399,597399,597399,597399,597399,597399,597399,597399,597399,597399,597399,597399,597190,302 197,076 203,712 210,196 216,514 222,649 228,586 234,306 239,792 245,025 249,984 254,648 258,997 263,005 266,651 1.4761.4931.5101.5261.5421.5571.5721.5861.6001.6131.6261.6371.6481.6581.6670 0 0 0 0 0 0 0 0 0 0 0 0 0 0 95,151 98,538 101,856 105,098 108,257 111,325 114,293 117,153 119,896 122,512 124,992 127,324 129,498 131,503 133,325 47,575 49,269 50,928 52,549 54,129 55,662 57,146 58,577 59,948 61,256 62,496 63,662 64,749 65,751 66,663 47,575 49,269 50,928 52,549 54,129 55,662 57,146 58,577 59,948 61,256 62,496 63,662 64,749 65,751 66,663 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Aug. 31, 2021Item #9 Page 35 of 87 California Housing Partnership CorporationAviara Apartments55-Year Cash Flow ASSUMPTIONS: Rent Increase:2.50%Perm Loan - % Debt Service Year 1 Expenses Increase:3.50%Percent Q.O. In Lease-Up Year Real Estate Tax Increase:2.00%Perm Loan - % Debt Service Year 2 Reserve Increase:0.00% 2022GROSS POTENTIAL INCOME - RESIDENTIAL1,082,724 Misc. Income10,080 Vacancy Loss - Residential 5.0%GROSS EFFECTIVE INCOME Operating Expenses (excl. reserves & taxes)524,150 Real Estate Taxes 3,000 TOTAL OPERATING EXPENSES NET OPERATING INCOMEREPLACEMENT RESERVE31,500 NET INCOME AVAILABLE FOR DEBT SERVICE Tax-Exempt Permanent LoanPrincipal Balance7,036,300Interest PaymentPrincipal PaymentTOTAL DEBT SERVICENET CASH FLOW Debt Service Coverage RatioDISTRIBUTION OF CASH FLOWLP Investor Services Fee - Current7,500 LP Investor Services Fee - DeferredDeferred Developer Fee0.00%900,000 GP Partnership Management Fee - Current30,000 GP Partnership Management Fee - DeferredCity of Carlsbad Loan3,100,000 50.00%Master Developer Loan3,100,000 25.00%Developer Distribution100.00%25.00%General Partner0.01%Limited Partner99.99%31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 2054205520562057205820592060206120622063206420652066206720682,271,087 2,327,864 2,386,061 2,445,712 2,506,855 2,569,526 2,633,764 2,699,608 2,767,099 2,836,276 2,907,183 2,979,863 3,054,359 3,130,718 3,208,986 21,143 21,672 22,214 22,769 23,338 23,922 24,520 25,133 25,761 26,405 27,065 27,742 28,436 29,147 29,875 (114,612)(117,477)(120,414)(123,424)(126,510)(129,672)(132,914)(136,237)(139,643)(143,134)(146,712)(150,380)(154,140)(157,993)(161,943)2,177,619 2,232,059 2,287,861 2,345,057 2,403,684 2,463,776 2,525,370 2,588,504 2,653,217 2,719,547 2,787,536 2,857,224 2,928,655 3,001,871 3,076,918 1,471,181 1,522,672 1,575,966 1,631,125 1,688,214 1,747,301 1,808,457 1,871,753 1,937,264 2,005,069 2,075,246 2,147,880 2,223,055 2,300,862 2,381,392 5,434 5,543 5,654 5,767 5,882 6,000 6,120 6,242 6,367 6,494 6,624 6,757 6,892 7,030 7,170 1,476,615 1,528,215 1,581,619 1,636,891 1,694,096 1,753,301 1,814,577 1,877,995 1,943,631 2,011,563 2,081,870 2,154,636 2,229,947 2,307,892 2,388,563 701,004 703,844 706,241 708,166 709,588 710,475 710,793 710,509 709,586 707,985 705,666 702,588 698,708 693,980 688,356 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 669,504 672,344 674,741 676,666 678,088 678,975 679,293 679,009 678,086 676,485 674,166 671,088 667,208 662,480 656,856 1,460,2931,119,436762,919390,025073,71158,74043,08126,7039,572325,886340,857356,516372,894390,025399,597399,597399,597399,597399,597269,907 272,747 275,144 277,069 278,490 678,975 679,293 679,009 678,086 676,485 674,166 671,088 667,208 662,480 656,856 1.6751.6831.6891.6931.6970 0 0 0 0 0 0 0 0 0 0 0 0 0 0 134,953 136,374 137,572 138,534 139,245 339,487 339,647 339,505 339,043 338,242 337,083 335,544 333,604 331,240 328,428 67,477 68,187 68,786 69,267 69,623 169,744 169,823 169,752 169,521 169,121 168,541 167,772 166,802 165,620 164,214 67,477 68,187 68,786 69,267 69,623 169,744 169,823 169,752 169,521 169,121 168,541 167,772 166,802 165,620 164,214 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Aug. 31, 2021Item #9 Page 36 of 87 California Housing Partnership CorporationAviara Apartments55-Year Cash FlowASSUMPTIONS: Rent Increase:2.50%Perm Loan - % Debt Service Year 1 Expenses Increase:3.50%Percent Q.O. In Lease-Up Year Real Estate Tax Increase:2.00%Perm Loan - % Debt Service Year 2 Reserve Increase:0.00%2022GROSS POTENTIAL INCOME - RESIDENTIAL1,082,724 Misc. Income10,080 Vacancy Loss - Residential 5.0%GROSS EFFECTIVE INCOMEOperating Expenses (excl. reserves & taxes)524,150 Real Estate Taxes3,000 TOTAL OPERATING EXPENSESNET OPERATING INCOMEREPLACEMENT RESERVE31,500 NET INCOME AVAILABLE FOR DEBT SERVICETax-Exempt Permanent LoanPrincipal Balance7,036,300Interest PaymentPrincipal PaymentTOTAL DEBT SERVICENET CASH FLOW Debt Service Coverage RatioDISTRIBUTION OF CASH FLOWLP Investor Services Fee - Current7,500 LP Investor Services Fee - DeferredDeferred Developer Fee0.00%900,000 GP Partnership Management Fee - Current30,000 GP Partnership Management Fee - DeferredCity of Carlsbad Loan3,100,000 50.00%Master Developer Loan3,100,000 25.00%Developer Distribution100.00%25.00%General Partner0.01%Limited Partner99.99%46 47 48 49 50 51 52 53 54 55 20692070207120722073207420752076207720783,289,211 3,371,441 3,455,727 3,542,120 3,630,673 3,721,440 3,814,476 3,909,838 4,007,584 4,107,774 30,622 31,388 32,172 32,977 33,801 34,646 35,512 36,400 37,310 38,243 (165,992)(170,141)(174,395)(178,755)(183,224)(187,804)(192,499)(197,312)(202,245)(207,301)3,153,841 3,232,687 3,313,504 3,396,342 3,481,251 3,568,282 3,657,489 3,748,926 3,842,649 3,938,716 2,464,741 2,551,007 2,640,292 2,732,703 2,828,347 2,927,339 3,029,796 3,135,839 3,245,594 3,359,189 7,314 7,460 7,609 7,761 7,916 8,075 8,236 8,401 8,569 8,740 2,472,055 2,558,467 2,647,901 2,740,464 2,836,264 2,935,414 3,038,033 3,144,240 3,254,163 3,367,930 681,786 674,220 665,603 655,878 644,987 632,868 619,456 604,686 588,487 570,786 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 31,500 650,286 642,720 634,103 624,378 613,487 601,368 587,956 573,186 556,987 539,286 650,286 642,720 634,103 624,378 613,487 601,368 587,956 573,186 556,987 539,286 0 0 0 0 0 0 0 0 0 0 325,143 321,360 317,051 312,189 306,743 300,684 293,978 286,593 278,493 269,643 162,572 160,680 158,526 156,095 153,372 150,342 146,989 143,296 139,247 134,821 162,572 160,680 158,526 156,095 153,372 150,342 146,989 143,296 139,247 134,821 0 0 0 0 0 0 0 0 0 0 Aug. 31, 2021Item #9 Page 37 of 87 Exhibit C - Housing Trust Fund Financial Assistance Application Aug. 31, 2021 Item #9 Page 38 of 87 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: Provide on a separate sheet or cover letter: a summary narrative of the project, any entitlements received from the city, the amount of financial assistance being requested, and description of the public benefits that would result from the assistance. 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: Aviara Apartments East - Affordable BRIDGE Housing Corporation 600 California Street, Suite 900 San Francisco CA 94108 Jeff Williams Senior Project Manager 600 California Street, Suite 900 San Francisco CA 94108 415 989 1111 619 814 1281 jwilliams@bridgehousing.com NE corner of Aviara Parkway and Laurel Tree Lane 92011 Low-, Very-Low, and Extremely-Low income individuals and households Aug. 31, 2021 Item #9 Page 39 of 87 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 N/A See attached sheet See attached sheet Aug. 31, 2021 Item #9 Page 40 of 87 AVIARA APARTMENTS EAST ‐ 70 UNITS AFFORDABLE CONSTRUCTION PERIOD FUNDING Name of Lender/Source Amount Term in  Months Interest  Rate Per Unit Committed? Constr. Loan (tax exempt and taxable)19,613,985$           30 4.0%, 4.1%280,200$       No City of Carlsbad Loan 3,100,000$             660 3.0%44,286$         No Master Developer Loan/Contribution 3,100,000$             660 3.0%44,286$         Yes Deferred developer fee 900,000$                N/A N/A 12,857$         Yes Costs deferred until completion 2,473,014$             N/A N/A 35,329$         Yes Tax Credit Equity (Federal + State)1,738,344$             N/A N/A 24,833$         No TOTAL 30,925,343$           441,791$        PERMANENT PERIOD FUNDING Name of Lender/Source Amount Term in  Months Interest  Rate Per Unit Cost Committed? Permanent Loan (tax exempt)7,036,300$             420 4.5%100,519$       No City of Carlsbad Loan 3,100,000$             660 3.0%44,286$         No Master Developer Loan/Contribution 3,100,000$             660 3.0%44,286$         Yes Deferred Developer Fee 900,000$                N/A N/A 12,857$         Yes GP Equity ‐ Dev. Fee 1,405,599$             N/A N/A 20,080$         Yes Federal Tax Credit Equity 13,653,126$           N/A N/A 195,045$       No State Tax Credit Equity 1,730,318$             N/A N/A 24,719$         No TOTAL 30,925,343$           441,791$        USES OF FUNDS Uses of Funds Amount Per Unit Cost Percentage  of total Land Acquisition Cost 95,000$                   1,357$            0.3%Acquisition title, legal Total Hard Costs (construction)18,065,389$           258,077$       58.4% Construction Interest & Fees 1,407,576$             20,108$         4.6%Incl. bond issuance costs Construction Contingency 1,771,117$             25,302$         5.7% Architectural & Engineering Fees 1,942,670$             27,752$         6.3% Permit/Impact Fees 2,047,500$             29,250$         6.6% Soft Costs/Other 1,471,077$             21,015$         4.8% Reserves (operating & other)319,415$                4,563$            1.0%Operating reserve Developer Fee  ($1.5M cash fee + $2.3M GP Equity/Deferred)3,805,599$             54,366$         12.3%Net fee $1.5M TOTAL USES OF FUNDS 30,925,343$           441,791$       100% Aug. 31, 2021 Item #9 Page 41 of 87 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: Executed PSA Vacant land See attached sheet 3000 Executive Parkway, Suite 450 San Ramon CA 94583 (925) 244-7505 Doug McDonald, COO dmcdonald@shhousinggroup.com SummerHill Apartment Communities Investments, LLC (this entity is in contract to buy the site from current owner) May 1, 2022 (closing to occur at construction financing closing; bldg. permit ready to issue) 2.2 TBD - final map in process. East parcel will be created via final map and conveyed to BRIDGE Housing per executed PSA. APN for entire Aviara Apartments site: 212-040-56 (West and East). Parcel for Aviara Apartments East site does not yet exist; final map in process At the time of this writing, Wermers/R&V is under contract to purchase the project from SummerHill Apartment Communities. Aug. 31, 2021 Item #9 Page 42 of 87 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(based on 2020 TCAC rents) Total # of Units 0 bedroom/SRO 1 bedroom 2 bedrooms 3 bedrooms 4 bedrooms TOTAL UNITS Add additional rows if necessary. 0 0 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 70 1 4 N/A N/A, typ 7 110 (studios counted as one bedroom) 105 14 23 26 70 30% AMI 50% AMI 60% AMI 30% AMI 50% AMI 60% AMI 30% AMI 50% AMI 60% AMI 30% AMI 50% AMI 60% AMI 2 2 10 2 2 19 2 2 22 1 1 4 3BR Manager unit 1 70 $596 $1,000 $1,202 $636 $1,069 $1,286 $761 $1,281 $1,541 $845 $1,480 $1,712 - 78,000 sf 8,200 sf 1,300 sf (incl above) 22,300 (common areas, circulation, walls) 47,500 sf (NRSF) Aug. 31, 2021 Item #9 Page 43 of 87 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 5/1/22 12/15/20 5/15/22 Nov. 2018 12/15/20 12/15/21 (award) City of Carlsbad 4/13/21 11/30/21 9/9/21 (application) 8/1/21 8/1/21 9/9/21 9/9/21 Jan. 2018 7/1/21 11/1/23 3/1/24 7/1/24 4/1/22 12/15/21 (award)9/9/21 (application) N/A Aug. 31, 2021 Item #9 Page 44 of 87 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 TBD N/A BRIDGE Housing Corporation 600 California St. Suite 900 San Francisco CA, 94108 Jeff Williams (619) 814-1281 jwilliams@bridgehousing.com 17911 Von Karman Ave. Suite 200 CA, 92614IrvineKTGY Inc. BRIDGE developed the Villa Loma and Poinsettia Station projects in Carlsbad. BRIDGE has completed over 100 affordable housing developments in CA, WA, OR. A list of projects completed in the past five years is provided along with cut sheets on San Diego County and Riverside County projects. All of these projects utilized 4% tax credits and bonds, or 9% tax credits, plus other subsidies. Aug. 31, 2021 Item #9 Page 45 of 87 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 BRIDGE Property Management Company TBD 600 California St. Suite 900 San Francisco CA, 94108 Susan Johnson 415 989 1111 sjohnson@bridgehousing.com Kyle Millar, Assoc. Principal (949) 851-2133 kmillar@ktgy.com KTGY has designed several of BRIDGE's completed projects and is currently working with BRIDGE on projects in both Northern and Southern California. BPMC currently manages or asset manages 109 of BRIDGE's developments with over 11,000 units. A list of San Diego County projects managed by BPMC is shown in the attached document. All of these projects were developed by BRIDGE Housing. TBD Aug. 31, 2021 Item #9 Page 46 of 87 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 A service provider hasn't been formally selected for the Aviara project. BRIDGE has engaged local service providers to provide BRIDGE intends to engage resident service coordination and adult education on several projects in the San Diego area. a qualified service provider for the Aviara project. Aug. 31, 2021 Item #9 Page 47 of 87 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: ƒAny person or entity having 10% or more ownership interest in the development project; ƒthe General Partners or Principals of the development; and, if applicable, ƒany 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 Jeff Williams BRIDGE Housing Corporation 600 California St. Suite 900 San Francisco CA, 94108 619 814 1281 jwilliams@bridgehousing.com Aug. 31, 2021 Item #9 Page 48 of 87 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. N/A - officers of BRIDGE Housing Corporation do not have an ownership interest in the company Aug. 31, 2021 Item #9 Page 49 of 87 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 X X X X X N/A - contractor not yet selected X X In its almost 40-year history as an affordable housing developer, BRIDGE has been and is from time to time subject tocivil litigation in the ordinary course of its business, most of which has been covered by insurance. No judgement has ever been entered against BRIDGE nor has BRIDGE suffered a claim which had a material adverse effect on its business. BRIDGE does not have any pending litigation that could have an adverse material effect on its business or assets. Aug. 31, 2021 Item #9 Page 50 of 87 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 X X X X N/A - contractor not yet selected N/A - contractor not yet selected N/A - contractor not yet selected N/A - contractor not yet selected Aug. 31, 2021 Item #9 Page 51 of 87 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 X BRIDGE Housing Corporation, like any large employer, has occasionally been subject to a very small number of claimsfor employment discrimination made to the Department of Fair Employment and Housing. Most were dismissed with no findings. On 2 or 3 rare occasions there were settlements, all nominal. BRIDGE does not have any pending fair housing/employment complaints that could have an adverse material effect on its business or assets. Aug. 31, 2021 Item #9 Page 52 of 87 Community Development Housing Services 1200 Carlsbad Village Drive ° Carlsbad, CA 92008 ° 760-434-2810 t 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. Print Name Date Title Co-Borrower Signature Print Name Date Title Borrower Signature August 2, 2021 Brad Wiblin Executive Vice President Aug. 31, 2021 Item #9 Page 53 of 87 Community Development Housing Services 1200 Carlsbad Village Drive ° Carlsbad, CA 92008 ° 760-434-2810 t 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 reliance upon any false or misleading statements which I have made on this Applicant Disclosure Statement. Borrower Signature Print Name Date Title Co-Borrower Signature Print Name Date Title Brad Wiblin Executive Vice PresidentAugust 2, 2021 Aug. 31, 2021 Item #9 Page 54 of 87 Community Development Housing Services 1200 Carlsbad Village Drive ° Carlsbad, CA 92008 ° 760-434-2810 t 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. APPLICANT Borrower Signature Print Name Date Title Co-Borrower Signature Print Name Date Title Executed this 2nd day of August, 2021, at San Diego County, California. August 2, 2021 Executive Vice President Brad Wiblin Aug. 31, 2021 Item #9 Page 55 of 87 2UJDQL]DWLRQDO'RFXPHQWV Aug. 31, 2021 Item #9 Page 56 of 87 Aug. 31, 2021 Item #9 Page 57 of 87 -~( >•( _,_,, JOC( UR,( Ui ARTICLES OF INCORPORATION OF BAY AREA REGIONAL HOUSING INVESTMENT AND DEVELOPMENT GROUP I 1112986 ? ? A y FI t ED In the •trice of tfie Secr-'Jtary af 6to le ef tho Stat• ol Nifonila · JUN 1 i982 The name of this corporation is Bay Area Regional Housing Investment and Development Group. II (a) This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corpration Law for charitable purposes. (b) The specific purpose of this corporation is to provide assistance in the procuring of low and moderate cost housing within the San Francisco Bay area. III The name and address in the State of California of this corporation's initial agent for service of process is Alan L. Stein, 110 Cherry Street, San Francisco1 CA 94118. IV (a) This corporation is organized and operated exclusively for educational and charitable purposes within the meaning of Section 50l(c)(3) of the Internal Revenue Code. (b) Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be ~Rrried on (i) by a corporation exempt £rom federal income tax under Section 501 ( c) ( 3) of the I1'.lternal Revenue Code or (ii) by a corporation contributions to which are deductible under Section 170(c)(2) C>f the Internal Revenue Code. (c) No 11ubstantial part of the activities of this corpoz-ation shall c:onsist of carry:l .. ng on propaganda, or otherwi Be attempting to influence l•!gi slation, and the corporation shall not participate o~ intervene in any Aug. 31, 2021 Item #9 Page 58 of 87 political campaign (including the publishin~ or distribution of statements) on behalf of any candidate for public office. V (a) The property of this corporation is irrevocably dedicated to educational and charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. (b) Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, 0£ all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for educational and charitable purposes and which bas established its tax exempt status under Section 50l(c)i3.) of the· Internal Revenue Code. , -;) \ ~ Dated: May 28, 1982. L) .. il.!,__,e,1.., ; ,) ~.:,___,/ Alan L. Stein, Incorporator I hereby declare that I am the pereon uho executed the foregoing Articles of Incorporation, and that this instrument is my act and deed. Alan L. Stein 2 Aug. 31, 2021 Item #9 Page 59 of 87 Name cnangea co: HAX AREA RESIDENTIAL INVESTMENT AND DEVELOPMENT GROUPe 1285324 .. CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF BAY AREA REGIONAL HOUSING INVESTMENT & DEVELOPMENT GROUP I. DONALD TERNER AND RI~HARD M. HOLLIDAY certify that: 1, They are the President and Secretary, respecti ve.ly, o.(,. Bay . -~! ilio~iil~9,~t~~!Fo4¥ lf'9~of ~-;;•i·! f T6·~•~ .... ~~~~~~qJ?m~n ~--· Gi.Qµp' a 2. Article I of the Articles of Incorporation of this corporation is amended to read as follows: I. The ·name of this corporation is Bay Area Residential- Investment and Development Group. 3. The foregoing amendment of the Articles of , Incorporation has been duly approved by the Board of Directors of this corporation. 4. The corporation has no members. etary The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge. Executed at ~n Francisco, 1983. I st I• RI ,1 7 Aug. 31, 2021 Item #9 Page 60 of 87 NCID: BRIOOE HOOSING CORPOAATIOO .. , ~ ¥i•o,~( ~ ___........_~ "1"' .t.,; ¥~( CERTIFICATE OF AMENDMENT OciF ARTICLES OF INCO~RP:::;OR,;,..,.A_..TI~ON 1//t,;l/r ~ ~~ BAY AREA RESIGENT!Al INVESTMENT1-DEVELOPMENT GROUP ~ I. Donald Tern~r and Angelo Siracusa certify that: A310781 1. They are the President and the Secretary, respectively, of Bay Area Residential In~es.tmeo.t~.Oev.elopment Gro~p, a California nonprofit ·-· · corporation. 2. Article I of the Articles of Incorporation of this Corporation is amended to read as follo s: The name of this corporation is BRIDGE Housing Corporation 3. The foregoing amendment of the Articles of Incorporation had been duly approved by the Board of Directors of this Corporation. 4. The corporat i en has no members. We further declare under penalty of perjury under the laws of the state of California that the matters set forth in this Certificate are true and correct of our own knowiedge. Dated January .!L, 1986 Aug. 31, 2021 Item #9 Page 61 of 87 • CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF BRIDGE HOUSING CORPORATION I, Donald Terner and Angelo Siracusa certify that: 1. They are the President and the secretary, respectively, of BRIDGE Housing Cg,gprotign,. o California nonprofit public benefit corporation. 2 . Article II(b) of the Articles of Incorporation of this Corpcration is deleted and restated in its entirety to read as follows: A324929 {b) The specific purposes of this corporation are to provide a•aistance in the providing of low·-and moderate-income housing within the San Francisco Bay Area, and to provide housing to meet the specialized needs of senior citizens, including their physical, health care, and financial security, needs. 3. The foregoing amendment of the Articles of Incorporation has been duly approved by the Board of Directors of this Corporation. 4. The corporation t Aug. 31, 2021 Item #9 Page 62 of 87 .. DECLARATION Each of the undersigned declares under penalty of perjury that the atatements contained in the foregoing Certificate of Amendment of Article■ of Incorporation are ru of hi• own knowledge and that this declaration wa ec t. don Noye,aher 21 , 1986 at San Francisco, al ent t046/Al4416 Aug. 31, 2021 Item #9 Page 63 of 87 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF BRIDGE HOUSING CORPORATION I. Donald Terner and Angelo J. Siracusa certify that: 1. They are the President and the Secretary, respectively, of Bridge Housing Corporation, a California nonprofit public benefit corporation. 2. Artic le V of the Articles of Incorporation of this Corporation is amended to read a s follows: (a) The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of ~his corporation shall ever inure to the bene fit of any director, officer or member thereof or to the benefit of any private person . (b) Upon dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes· ··and . which has established its tax exempt status under section SOl(c) (3} of the Internal Revenue Code. 3. The foregoing amendment of the Articles of Incorporation has been approved by the Board of Directo~s of this Corporation. 4. The Corporation has no members. -1- Aug. 31, 2021 Item #9 Page 64 of 87 We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of knowledgE!. Dated: October 27 --------- 09/16/87 ffB002/B14414 , 1987. -- -2- Aug. 31, 2021 Item #9 Page 65 of 87 tl.0102009 !//::L7g'4> CERTIFICATE OF AMENDMENT t=ILEO ,n the office of the Sec:retary of Sf8t, 0 1 offflASfRtpllf~ .d/ APR O .l 2010 ... ..: OF ARTICLES OF INCORPORATION OF BRIDGE HOUSING CORPORATION Cynthia A. Parker and Susan M. Johnson certify that: 1. They are the President and the Secretary, respectively, of BRIDGE Housing Corporation, a California nonprofit public benefit corporation. 2. Article II(b) of the Articles of 1ncorporation of the Corporation is deleted and restated in its entirety to read as follows: a. The specific purposes of this corporation are to: i. provide housing affordable to low and moderate income households; ii. provide housing and services to meet the specialized needs of senior citizens, including their physical, health care, and financial securi.zy needs~ iii. work with local governments to develop mixed use projects to support and enhance economic development and community development goals; iv.assist BRIDGE residents with special needs such as, but not limited to, childcare, financial management, mentoring and education, educational scholarships and awards, job training and other social and supportive services. 3. The foregoing amendment oftbe Articles of Incorporation has been duly approved by the Board of Directors of this Corporation. · 4. The Corporation has no members. We further declare under penalty of perjury W1der the laws of the State of California that the matters set forth in this certificate are true anc~ correct of our own knowledge. Dale: :> / 3 f/ 2<? I 0 144\16\138004:1 · · .. ,.--\-.• --~\\:, .-~-~~~ .. ,•/ .. ~-.. _1•:-1: i_• .-.,.~.:~~"-~ .Vi•,r;:~-j.:JJt~~"r :o Aug. 31, 2021 Item #9 Page 66 of 87 Internal Revenue Servi-;e District Director -PO BOX 36001 STOP SF-4-4-(6 ·-····;:-;~Jr SAN~ FRANC! sea/ CA •• 94102 Date: NAY 13, 1988 BRIDGE HOUSING CORPORATION 150 CALIFORNIA STREET SUITE 200 SAN FRANCISCO, CA 9•111 Dear App I i cant: Department of the Treasury Eqp1oyer Identit.icatlon Numberz 94-2827909 Case Nuqber: 958092017 Contact Person: DANIEL STEVENS Contact Telephone Nuqber: (415) 556-0319 Our Letter Dated: Jan. 20, 1983 Caveat Applies: Ves This qodifieg our letter of the above date in Hhlch Me 9tated that you Mould be treated as an organization Hhich is not a private foundation until the e~piration of your advance ruling period. Based on the infor~ation you subqitted, He have deterqined that you are not .t private foundation Hithin the 11eaning of section 509(a) of the Internal Revenue Code, because you are an organization of the type described in section 509(.tl (1) and L70(b) (1) (A) (vi). Your exe11pt status under section SOl(c) (3) of the code jg 9till in effect. Grantors and contributors q~y rely on this deternination until the I'nternal Revenue Service publishes a notice to the contrar·y. HoHevar, a grantor or a contributor nay not rely on this deter~ination if he or ghe Ha9 in part responsible for, or Mas a~are of, the act or failure to act that resulted in your fogs of section 509Ca) (1) status, or acquired knoHledge that the Internal Revenue Service l1ad given notice that you Hould be re~oved fro~ claggif'fc:ation·-ag a section 509(a) Cl) organization. -· --------------- Becauge this letter could help resolve any questions about your private foundation gtatus, please keep it in your pernanent records. [f thP. heading of this letter indicates tha.t a caveat applies, the caveat beloH or on the encfogure is an integral part of this letter. Jf you have any questions, please contact the pergon Mhose na~a and telephone nunber are shoMn above. Sincerely yourg, Frederick C. Nielsen District Director Letter 1050CCG) Aug. 31, 2021 Item #9 Page 67 of 87 STATE OF CALIFORNIA FRANCHISE TAX BOARD 9750 BUSINESS PARK DRIVE, SUITE 214 SACRAMENTO, CALIFORNIA 95827-1702 11a:rch 1 0, 1987 B:ridge Housing Co:rporation 150 Califo:rnia St., Ste. 201 San Francisco, CA 94111 Purpose Charitable Fo:rm of Organization Corporation Accounting Period Ending: June 30 Organization Humber : 1112986 In :reply :refe:r to 344:RTF:E0:11S:dh This lette:r confirms your previous exemption from state franchise and income tax under Section 23701d, Revenue and Taxation Code. In confi:rming your exempt status, we have made no examination 0£ your current activities. I£ the organization has changed its operation, character, or purpose since exemption was originally granted, that change must be reported immediately to this office. You are still required to file Form 199 (Exempt Organization Annual Information Return) or Form 199B (Exempt Organization Annual Info:rmation Statement) on or before the 15th day 0£ the 5th month (4 1/2 months) after the close of your accounting period. See annual instructions with forms £or requirements. You are not required to file state franchise or income tax returns unless you have income subject to the unrelated business income tax unde:r Section 23731 of the Code. In this event, you are required to file Form 109 (Exempt Organization Business Income Tax Return> by the 15th day 0£ the 5th month (4 1/2 months) after the close 0£ your annual accounting period. Contributions made to you are deductible by donors as provided by Sections 17214 through 17216.2 and 24357 through 24359 of the Code, unless you:r purpose is testing for Public Safety. Exempts and Special Tax Unit Telephone (800) 852-7050 FTB 4204-ATS (REV. 10-81/06-86) BUILDING SUSTAINING LEADING BRIDGE Housing strengthens communities and improves the lives of its residents, beginning—but not ending—with affordable housing. About BRIDGE Housing Since 1983, BRIDGE has been a mission-driven nonprofit that operates like a business. We pay close attention to the double-bottom line of financial and social return on investment, always in pursuit of quality, quantity, affordability. x Participated in the development of more than 18,000 homes and apartments in California, Oregon and Washington, with total development cost of over $3 billion x Approximately 12,300 apartments under property and/or asset management x $3.8 billion in total development cost currently under construction and in pipeline x Consistently ranked among the top affordable housing developers in the nation, according to Affordable Housing Finance x Successful track record of partnerships with all levels of government, market-rate developers and other nonprofits x 350+ resident programs at 80+ properties x A+ rating from Standard & Poor’s, first nonprofit developer of its kind to be rated x Recipient of more than 180 local, national and international awards, including five ULI Global Awards for Excellence x Headquartered in San Francisco, with offices in Los Angeles, San Diego, Orange County, Portland and Seattle 05/2020 www.bridgehousing.com EXHIBIT 5 Aug. 31, 2021 Item #9 Page 68 of 87 ~sing BRIDGt. BRIDGE Housing ‐ Projects Completed in the Past 5 yearsProjectCity State # unitsConstruction Type Project TypeCompletion DateLa FenixSan FranciscoCA 157 New Construction Family/Supportive Jun‐21MonteVistaMilpitasCA 306RehabFamily Mar‐21Coronado Springs TowerSeattleWA 184RehabFamily Mar‐21Avanza 490San FranciscoCA 81 New Construction Family Apr‐21MontaraSan MateoCA 68 New Construction Family/Supportive Nov‐20Coronado Springs Cottages SeattleWA 148RehabFamily Aug‐20One Church San FranciscoCA 93Rehab Family/Supportive Jul‐20SongbirdPortlandOR 61 New Construction Family/Supportive May‐20The Vera PortlandOR 203 New Construction Family/Supportive Mar‐201101 ConnecticutSan FranciscoCA 72 New Construction Family Jan‐20Transbay 9San FranciscoCA 109 New Construction Family Nov‐19La VeredaSan LeandroCA 85 New Construction Senior Dec‐19Westview Village Phase IVenturaCA 131 New Construction Family Aug‐19Alemany, BernalSan FranciscoCA 150Acq/Rehab SeniorJun‐19Cedar Grove at Jordan Downs Los AngelesCA 115 New Construction Family May‐19Cornelius PlaceCorneliusOR 45 New Construction SeniorFeb‐193850 18th St, MissionSan FranciscoCA 107Acq/Rehab SeniorJun‐18Mission DoloresSan FranciscoCA 91Acq/Rehab SeniorJun‐18Ivy at College Park IIChinoCA 200New ConstructionFamilyNov‐17Madera Vista 3TemeculaCA30New ConstructionFamilyNov‐17Marea AltaSan LeandroCA 115New ConstructionFamilyOct‐17462 Duboce, MissionSan FranciscoCA 42Acq/Rehab SeniorOct‐17Holly Courts, BernalSan FranciscoCA 118Acq/Rehab FamilyOct‐1725 Sanchez, MissionSan FranciscoCA 90Acq/Rehab SeniorSep‐17255 Woodside, MissionSan FranciscoCA 109Acq/Rehab SeniorAug‐17Woodland ParkHillsboroOR 111Acq/Rehab Family/SeniorApr‐17OceanviewPacificaCA 100Acq/Rehab SeniorDec‐16Heritage SquarePasadenaCA 70New ConstructionSeniorOct‐16The AbigailPortlandOR155New ConstructionFamily / MixedJun‐16Mural ApartmentsOaklandCA 90New ConstructionFamilyMay‐16AveVistaOaklandCA 68New ConstructionFamilyMay‐16Sierra Vista ApartmentsSacramentoCA 78Acq/Rehab SeniorApr‐16Sutterview ApartmentsSacramentoCA 76Acq/Rehab SeniorApr‐16Aug. 31, 2021Item #9 Page 69 of 87 BUILDING SUSTAINING LEADING BRIDGE HOUSING/SOUTHERN CALIFORNIA DEVELOPMENTS Completed Properties City Completed Type Units San Paulo Irvine 1993 Mixed Income/Family 382 Villa Loma Carlsbad 1995 Family 344 Santa Alicia Irvine 1996 Family 84 Poinsettia Station Carlsbad 2000 Family 92 Terra Cotta San Marcos 2000 Family 168 Torrey Del Mar San Diego 2002 Family 112 Dove Canyon San Diego 2004 Family 120 Copper Creek San Marcos 2004 Family 204 Laguna Canyon Irvine 2005 Family 120 Windrow Irvine 2006 Family 96 Sage Canyon San Marcos 2006 Family 72 Woodbury Walk Irvine 2007 Family 150 Madera Vista Phase I Temecula 2011 Family 20 Pottery Court Lake Elsinore 2012 Family 113 Ivy at College Park Chino 2014 Family 135 Sage Park Los Angeles 2014 Family 90 Paseo at COMM22 San Diego 2014 Family/Supportive 130 Victoria at COMM22 San Diego 2014 Senior 70 Madera Vista Phase II Temecula 2014 Family/Senior 60 Celadon at 9th & Broadway San Diego 2015 Family/Supportive 250 Heritage Square Senior Pasadena 2016 Senior 70 Ivy II at College Park Chino 2017 Family 200 Madera Vista Phase III Temecula 2017 Family 30 Westview Village - Phase 1A Ventura 2019 Family/FPH 131 Cedar Grove at Jordan Downs Los Angeles 2019 Family/FPH 115 TOTAL 3,358 In Construction Jordan Downs Phase 2 (Area H) Los Angeles Family/FPH/Mixed Income 80 TOTAL 80 Predevelopment Aviara/Laurel Tree Carlsbad Family 70 Anaheim and Walnut Long Beach Family 88 Jordan Downs Phases 3-7 Los Angeles Family/FPH/Mixed Income 505 Los Lirios Los Angeles Family 64 Vermont Manchester Los Angeles Family/Senior/Supportive 180 COMM22 Warehouse/Addition San Diego Family 70 1501 6th Avenue San Diego Family/Senior 120 Cedar and Kettner San Diego Senior 64 Westview Village Phases 2-3 Ventura Family/Senior/FPH 155 Heritage Square South (Phase 2) Pasadena Senior/Supportive 70 Tranquility at Post 310* San Diego Veterans 43 HHH Innovation Los Angeles Supportive 140 TOTAL 1,569 GRAND TOTAL 5,007 *Development Manager Role FPH: Former Public Housing Aug. 31, 2021 Item #9 Page 70 of 87 ~ BR I DG E7ousing BUILDING SUSTAINING LEADING Located in a redeveloping urban area of San Diego on a former parking lot, Celadon at 9th & Broadway brings 250 affordable rental apartments and embraces a multigenerational population with services and ground-floor retail. Celadon at 9th & Broadway, San Diego, CA Affordable Units / Total Units: 250 / 250 Original Project Value: $74,300,000 Of Celadon’s 250 units, 25 are reserved for youth aging out of foster care and adults under the Mental Health Services Act (MHSA) program and 63 apartments serve frail seniors under the Program of All-Inclusive Care for the Elderly (PACE). Residents have access to a community room, laundry facilities and numerous outdoor spaces, including a resident garden. The property also features a supportive services office and meeting room. Celadon, which is LEED Gold certified, has an eco-roof with drought tolerant planting, a photovoltaic system to cover a portion of the house electric loads, and highly efficient mechanical systems. Architect: SVA Architects with Studio E Architects General Contractor: Turner Construction Company Financial Partners: US Bank, US Bank CDC, City of San Diego, California Department of Housing and Community Development, California Housing Finance Agency/County of San Diego BHS, and the San Diego Housing Commission Aug. 31, 2021 Item #9 Page 71 of 87 . ' BR I DG E1ousing BUILDING SUSTAINING LEADING Heritage Square Senior Apartments provides 70 affordable apartment homes in Northwest Pasadena. Heritage Square Senior Apartments, Pasadena, CA Affordable Units / Total Units: 70 / 70 Total Development Cost: $23,400,000 100% Project Based Section 8 (residents pay 30% of their income) Heritage Square Senior Apartments serves seniors age 55+ who can live independently and whose income is up to 30-50% of Area Median Income. Amenities include a community room with a full kitchen, a fitness room, a library and reading room, and an outdoor courtyard for casual and organized social gatherings. Under its Local Benefits Plan, developer BRIDGE Housing hired 20% of the construction workforce from Pasadena, procured 81% of construction supplies from companies located in Pasadena, and awarded 39% of subcontracting opportunities to local companies. Architect: KTGY Architects, Inc., Steinberg Architects Contractor: Dreyfuss Construction, Inc. Financial Partners: City of Pasadena, Wells Fargo, California Community Reinvestment Corporation, California Tax Credit Allocation Committee, Huntington Hospital Aug. 31, 2021 Item #9 Page 72 of 87 ~ BRI DG~ousing BUILDING SUSTAINING LEADING Madera Vista was originally a partially constructed, foreclosed property in Temecula when BRIDGE took on this phased development. Madera Vista, Temecula, CA Affordable Units / Total Units: 110 / 110 Original Project Value: $32,005,000 Madera Vista is a three-phase, intergenerational, mixed-income property located in Temecula. Phase One comprises 20 affordable apartments for households earning up to 80% of the area median income and Phases Two and Three offer 70 affordable apartments for households earning 30-60% of the area median income, as well as 20 units designed specifically for seniors. Seven apartments are set aside for Project-Based Section 8 vouchers and filled on a referral basis from the Housing Authority of the County of Riverside. Madera Vista is located close to transit and amenities including two grocery stores, a hardware store, banks and other retail shops, along with several nearby large parks. Architects: Phase I: Irwin Pancake; Phases II & III: KTGY Group, Inc. General Contractors: Phase I & II: Wermers Multifamily; Phase III: Sun Country Builders Financial Partners: All Phases: City of Temecula; Phase II: Wells Fargo, California Community Reinvestment Corporation; Phase III: County of Riverside Economic Development Agency, Housing Authority of the County of Riverside, Citibank, National Equity Fund, California Debt Limit Allocation Committee; Phases II & III: California Tax Credit Allocation Committee Aug. 31, 2021 Item #9 Page 73 of 87 ---..... BR I DG E1ousing BUILDING SUSTAINING LEADING Co-developed by BRIDGE and MAAC, in partnership with San Diego Unified School District, Paseo at COMM22 provides 130 affordable apartment homes for families. Paseo at COMM22, San Diego, CA Affordable Units / Total Units: 130 / 130 Original Project Value: $55,300,000 (Infrastructure and Family Housing phases) Located within a four-acre, former SDUSD maintenance facility site, Paseo at COMM22 is part of a transit-oriented, master-planned community in the Logan Heights neighborhood of San Diego that also includes Victoria at COMM22, a 70-unit affordable housing property for seniors. Consisting of one-, two- and three-bedroom apartments, the community also includes 13 one-bedrooms of supportive housing that are filled on a referral basis. Amenities include onsite laundry, interior light wells for fresh air and light, a community room, a conference room, an arts and crafts room, an outdoor courtyard for residents, and an open plaza between buildings with public art. The development also includes ground floor retail/commercial space with a 2,300 sf community medical clinic and a 10,500 sf school operated by the County. Paseo at COMM22 is certified as LEED for Homes – Platinum. Architect: MVE + Partners Contractors: Cannon Constructors (Housing), Hazard Construction (Infrastructure) Financial Partners: San Diego Unified School District, City of San Diego/Civic San Diego, San Diego Housing Commission, California Department of Housing and Community Development, California Housing Finance Agency, County of San Diego Behavioral Health Services, California Pollution Control Finance Authority, SANDAG, Bank of America Merrill Lynch Aug. 31, 2021 Item #9 Page 74 of 87 ~-BRIDGE ousmg BUILDING SUSTAINING LEADING Part of an intergenerational, master-planned, mixed-use development, Victoria at COMM22 provides 70 affordable apartment homes for seniors. Victoria at COMM22, San Diego, CA Affordable Units / Total Units: 70 / 70 Original Project Value: $26,900,000 (Infrastructure and Senior Housing phases) Co-developed by BRIDGE Housing and MAAC, in partnership with the San Diego Unified School District (SDUSD), Victoria at COMM22 is located within a four-acre, former SDUSD maintenance facility site that also includes Paseo at COMM22, a 130-unit affordable housing property for families. Amenities include a community room, on-site laundry, outdoor courtyard and a library. Several units at Victoria are equipped with special features for people with mobility, hearing, and/or visual impairments. Meal delivery, exercise programs, and social/community building activities are also available. Also included in Victoria at COMM22, along 22nd Street is a 4,500 square foot space for a day care facility. Victoria at COMM22 is certified as LEED for Homes – Platinum. Architect: MVE + Partners Contractors: Cannon Constructors (Housing), Hazard Construction (Infrastructure) Financial Partners: San Diego Unified School District, U.S. Department of Housing and Urban Development, California Department of Housing and Community Development, San Diego Housing Commission, California Pollution Control Finance Authority, SANDAG, Bank of America Merrill Lynch Aug. 31, 2021 Item #9 Page 75 of 87 ~sing BRIDGE - Iii 111 1 .• I ~-·-.:-.-I ·•· ~ ; ;~ : i .---l■ l . : ' : BRIDGE Property Management Company - Additional Experience Information Aug. 31, 2021 Item #9 Page 76 of 87 BUILDING SUSTAINING LEADING In 1988, BRIDGE launched an in-house property management company to maintain high-quality standards and community responsiveness in our award-winning developments. BRIDGE Property Management Company (BPMC) To the benefit of our residents, partners and partners, we are careful stewards of the operational, physical and financial health of our properties. Today BPMC manages approximately 9,000 rental apartments in more than 90 developments. BPMC also manages 61,000+ square feet of commercial space within our buildings, including projects with community-serving uses such as childcare centers and health clinics. Property management revenues in excess of costs are reinvested to support resident and community services, and to create new affordable housing opportunities. Among the responsibilities of our dedicated, professional team: •Leasing activities, including applicant screening and initial income certification •Rent collection •Annual income recertifications for existing residents •Maintenance of apartments and common areas •Collaboration with service providers to support residents’ housing retention •Community activities and resident relations BPMC has a proven track record of managing properties with complex regulatory requirements, including set-asides for special populations, a range of rental tiers and layered subsidy programs such as low income housing tax credits, tax exempt bonds, HOME, CDBG, HOPWA, Section 8, Federal Home Loan Bank Affordable Housing Program, MHP, RHCP and other sources. Aug. 31, 2021 Item #9 Page 77 of 87 ~ BR I DGE7ousing ProjectUnit CountBHC OwnershipCeladon at 9th & Broadway 4% (JY0348)121 OwnerCeladon at 9th & Broadway 9% (JY0313)129 OwnerCopper Creek 4% (JY0226)156 OwnerCopper Creek 9% (JY0264)48 OwnerDove Canyon (JY0241)120 OwnerPaseo at COMM22 (JY0343)130 OwnerPoinsettia Station (JY0215)92 OwnerSage Canyon (JY0267)72 OwnerTerra Cotta (JY0184)168 OwnerTorrey del Mar (JY0217)112 OwnerVictoria at COMM22 (JY0344)70 OwnerVilla Loma Apartments (JY0339)344 Owner6421 Tobria Terrace Carlsbad San Diego BRIDGE Property Management Company690 Beardsley Street San Diego San Diego BRIDGE Property Management Company13875 Carmel Valley Rd San Diego San Diego BRIDGE Property Management Company523 Rush Drive San Marcos San Diego BRIDGE Property Management Company1020 Stephanie Court San Marcos San Diego BRIDGE Property Management Company6811 Embarcadero Lane Carlsbad San Diego BRIDGE Property Management Company2225 and 2325 Commercial Street San Diego San Diego BRIDGE Property Management Company16507 Dove Canyon Rd San Diego San Diego BRIDGE Property Management Company1730 Elfin Forest Rd San Marcos San Diego BRIDGE Property Management Company1730 Elfin Forest Rd San Marcos San Diego BRIDGE Property Management Company929 9th Avenue San Diego San Diego BRIDGE Property Management Company929 9th Avenue San Diego San Diego BRIDGE Property Management CompanyProperty ManagerAddress City CountyBPMC Managed Projects in San Diego CountyAug. 31, 2021Item #9 Page 78 of 87 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 Aug. 31, 2021 Item #9 Page 79 of 87 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 Aug. 31, 2021 Item #9 Page 80 of 87 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 Aug. 31, 2021 Item #9 Page 81 of 87 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 Aug. 31, 2021 Item #9 Page 82 of 87 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 Aug. 31, 2021 Item #9 Page 83 of 87 EXHIBIT 7 City Council Policy No. 90 Analysis 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 an affordable 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 are expected to support as much debt as feasible and to attract as much equity investment as is typical for similar projects (1c). Consistent. The $3.1 million request represents 10% of the total project cost of $30,925,343. As a percentage of total cost, the requested amount is within the generally acceptable subsidy limit for an inclusionary project. The city’s subsidy is matched by the master developer contribution. Other proposed funding sources include: Tax credit equity $15,383,444 (50%) Senior loan 7,036,300 (23%) Master developer 3,100,000 (10%) City of Carlsbad loan 3,100,000 (10%) GP Equity (BRIDGE) 1,405,599 (5%) Deferred developer fee 900,000 (3%) Total: $30,925,343 (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. Any remaining balance would be due at the end of the loan term, or (typically) the city’s loan would be repaid through refinancing during the life of the project. These terms are consistent with past city practice. See Exhibit 4 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 apartment units for individuals and families. 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 Consistent. The Aviara Apartments project (east and west sites) was proposed and approved to set aside 25% of the units as affordable to extremely low, low- and moderate-income Aug. 31, 2021 Item #9 Page 84 of 87 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). households. This exceeds the city’s 20% inclusionary requirement for the site. The low- income units would be restricted at 60% AMI and below rather than the minimum city inclusionary requirement of 80% AMI income level/70% AMI rent level. Additionally, the BRIDGE proposal exceeds the approved project requirement (inclusionary and density increase) by providing greater affordability of seven units to 50% AMI, as follows: AMI Level 30% 50% 60% As approved 7 0 62 Proposed 7 7 55 Difference 0 +7 -7 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 July 28, 2021 and received a presentation by Summerhill and BRIDGE representatives and discussed the request and considered options. Subsequent discussions took place between staff and the development team to arrive at a supportable subsidy request, which is reflected in this staff report and attached materials. 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 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 Consistent. The project meets Priority 1, construction of new affordable housing. Aug. 31, 2021 Item #9 Page 85 of 87 6. Conversion of market rate units to affordable housing 1j. City Housing Trust Fund dollars must be expended within 24-months following fund commitment. Consistent. If approved by City Council, the financial assistance award will be assigned, but not committed until all other project funding is secured, estimated to occur within 24 months. Once the developer secures all other financing, the city loan will be executed, funds will be committed and the project will expend funds within 24 months. 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 Seven units will serve extremely low-income households and seven units will be affordable to very low-income households. The remaining 55 units will serve low-income households at a rent level lower than required by the inclusionary housing ordinance (60% vs 70%). 2. Projects that demonstrate higher equity in the project. The developer will seek $15.3 million in tax credit equity (50% of project cost). Additionally, the proposal includes a $3.1 million investment from the master developer as a combination of deferred loan, on-site grading and off-site improvements, plus the additional contribution of land. 3. Projects that demonstrate a lower loan-to- value ratio. Hard loans account for approximately $7 million, or 23% of the total permanent funding. The city’s loan would represent 10% of total project costs. 4. Projects that have other funding sources identified and committed. Identified funding sources include tax credits, and a senior loan through tax exempt bonds. Committed funding sources include master developer contribution ($3,100,000), general partner equity contribution ($1,405,599), and deferred developer fee ($900,000). BRIDGE intends to secure all funding by mid-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. Twenty percent of the affordable units would provide much-needed housing for extremely low and very low-income households (seven units each). The remaining 55 units would serve low- income households at 60% AMI. All the Aug. 31, 2021 Item #9 Page 86 of 87 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, including tax credits, state and federal funding programs and other funding sources. The requested $3.1 million city contribution from the Housing Trust Fund provides a 1:10 leveraging of other sources of funding. The city’s loan provides a subsidy of $44,286/unit, and represents 10% of the total project cost. 7. Projects proposed by an applicant with a successful history of project development and/or property management, as appropriate. BRIDGE has extensive housing development and property management experience in California, Oregon and Washington, having participated in the development of more than 18,000 homes and apartments, and approximately 12,300 apartments under property and/or asset management. BRIDGE has developed and managed many family-type projects in Southern California, including the Villa Loma and Poinsettia Station communities in Carlsbad. Many BRIDGE projects were financed in part through low-income housing tax credits and tax- exempt bonds. See Exhibit 5 for more information. Aug. 31, 2021 Item #9 Page 87 of 87 Aviara East ApartmentsCity Council Meeting – August 31, 2021 1 ~ LAUREL TREE LANE II -------------L...------11,L f-'U.NS: SC~D ~IT# Vltei ,AN!, !;l#iUBe, Hl6.H Af l-1AiURlf'r'. W--w~ ! ~TAil-ii~ VttA.LL ~li+l· 4:2" 'l'lS.JLJii~ ·&TEEL ~ ~L I-El~ ''IAAl5 ~ ci\/11.. 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'F'fFt CIVIL 'F,_ Project OverviewInclusionary Housing Project Master Developer: SummerHill Apartment CommunitiesAffordable Developer: BRIDGE Housing CorporationProject Summary329 total units in two separate apartment communities West Site: 247 market rate units + 12 moderate income affordable unitsEast Site: 70 affordable unitsTotal affordable units: 82 (24.9% of total) BRIDGE Housing CorporationNonprofit founded in 1983Mission: BRIDGE Housing strengthens communities and improves the lives of its residents, beginning—but not ending—with affordable housingStandard & Poor’s A+ Rating BRIDGE Housing CorporationParticipated in the development of more than 18,000 homes and apartments in California, Oregon and Washington to dateApproximately 12,500 apartments currently under property and/or asset management20-year history in Carlsbad – Villa Loma (344 units), Poinsettia Station (90 units); both City loans have been fully repaid BRIDGE Housing CorporationReal estate developmentProperty, asset and portfolio managementCommunity transformation at scaleResident programs and services BRIDGE Housing Corporation BRIDGE Housing Corporation Project Overview – East Site - AffordableEast Site - 70 units – Affordable Family/Workforce Housing 70 units for family households and workforce at 30% to 60% AMIStudio, 1BR, 2BR, 3BR units1 manager’s unitBenefits of ProjectHigh quality housing on a well-located site zoned for this type of housing. Site is located near employment, schools, services.Helps meet City’s housing needs by providing 55 units for low-income (60% AMI); households, 7 units for very-low income (50% AMI) households, and 7 units for extremely-low income (30% AMI) householdsOn-site service coordination provided to residents Project Status/TimelineEntitlements/CEQA: Planning Commission Approval December 2020Financing: City of Carlsbad loan, Master Developer loan/contribution, perm loan, and 4% tax credit equity. Application for 4% credits/TE bonds in September 2021. Design: Construction documents underway. Plan check submittal estimated Nov. 2021. Site Control: Closing on the affordable parcel - May 2022. Construction: Targeted to start in mid 2022 with completion in late 2023. With approval of City subsidy request, project can apply for tax credits and bonds and continue on path to construction in 2022 City Subsidy RequestCity of Carlsbad Loan: $3,100,000Equal to Master Developer Contribution55-year term, 3% interest, “soft loan”Master Developer Contributions:Land Contribution: $8,200,000Loan/Improvements: $3,100,000With approval of City subsidy, project can apply for tax credits and bonds and continue on path to construction in 2022 Questions?