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HomeMy WebLinkAbout2021-10-12; City Council; Provide a $650,000 loan for the Marja Acres Senior Apartments Meeting Date: Oct. 12, 2021 To: Mayor and City Council From: Scott Chadwick, City Manager Staff Contact: Mandy Mills, Housing & Homeless Services Director mandy.mills@carlsbadca.gov, 760-434-2907 Subject: Request to Provide a $650,000 Loan from the Housing Trust Fund to USA Properties Fund for the Marja Acres Senior Apartments and the Affordable Housing Agreement to Satisfy the Inclusionary Housing Requirement for Marja Acres (DEV 16-038) District: 2 Recommended Action That the City Council adopt: 1. A resolution approving a loan in the amount of $650,000 from the Housing Trust Fund to USA Properties Fund for construction of the 47-unit Marja Acres Senior Apartments affordable housing project and appropriating the expenditure of funds 2. A resolution approving an Affordable Housing Agreement to satisfy the inclusionary housing requirement for the Marja Acres development Executive Summary New Urban West has received a permit to develop a residential and commercial development at the southwest corner of El Camino Real and Kelly Road. The project, known as Marja Acres, was approved by the City Council on Nov. 3, 2020. It received a density bonus – which allows a developer to build more units on a property than would otherwise be allowed in exchange for providing affordable housing – as well as certain development concessions and incentives. City conditions on the project require the developer to provide a total of 46 units that will be affordable to low- and very low-income households. The city and the developer must also execute an affordable housing agreement before the project’s final map can be approved. The City Council’s approval of this agreement is required under the requirements and process set forth in Chapter 21.85 of the Carlsbad Municipal Code. New Urban West has partnered with USA Properties Fund, Inc. to build the affordable housing portion of the Marja Acres project. The affordable housing requirement will be satisfied through the construction of new apartment units for low- and very low-income seniors. USA Properties is requesting $650,000 in financial assistance from the city’s Housing Trust Fund. The total estimated project cost is $17,125,461. Oct. 12, 2021 Item #8 Page 1 of 111 City Council Policy No. 90 requires that the City Council make final decisions on Housing Trust Fund financial assistance requests after the Housing Commission reviews them and makes its recommendation. The Housing Commission reviewed the financial request Aug. 12, 2021, and recommended it be approved by the City Council (Exhibit 3). Discussion Background On Nov. 3, 2020, New Urban West, received approval to demolish an existing home, its accessory structures and three commercial buildings located on the south side of El Camino Real, just east of Kelly Road and build a mixed-use project consisting of 248 townhomes, a 47- unit affordable senior apartment complex (46 lower-income plus one manager’s unit) and 10,000 square feet for specialty commercial uses (Exhibit 4). The 46 affordable senior apartments, all one bedroom and approximately 535 square feet in size, are located within the commercial portion of the site as a mixed-use development. In exchange for the providing the affordable housing, the developer received a 35% density bonus under state law1, as well as a number of concessions, incentives, and modifications to development standards. The city’s approval requires that 37 of the apartments be affordable to very low-income senior households, those with no more than 50% of the area median income, and nine apartments be affordable to low-income senior households, those with up to 60% of the area median income. This requirement fulfills the obligations of the state density bonus and of the city’s inclusionary housing policies, which are intended to create affordable housing for lower-income families. An affordable housing agreement that outlines how the affordable housing requirement will be satisfied must be executed before the final map for the overall development can be approved. The draft agreement is included as Attachment 1 to Exhibit 2. USA Properties will own and operate the Marja Acres senior apartments. The company has extensive experience with market rate and affordable housing, and expertise in senior apartment communities throughout California and Nevada. USA Properties owns and manages the Carrillo Ranch affordable apartments in Carlsbad. (See Exhibit 5 for more information on USA Properties.) Subsidy analysis USA Properties 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, USA Properties is requesting $650,000 in financial assistance in the form of a residual receipts loan from the city’s Housing Trust Fund. The residual receipts approach is a common means of financing in developing low or moderate income housing development. The borrower is required to make payments on the loan only if rents are sufficient to pay all operating expenses, including management fees, and any debt service on a first mortgage. As of August 2021, the Housing Trust Fund, which is restricted to affordable housing and homelessness-related projects, programs and services, had an available balance of $13.4 million. 1 State density bonus law (Government Code Section 65915 - Density Bonuses and Other Incentives) allows a developer to increase density on a property above the maximum limit set by a city’s local general plan. In exchange, a developer must reserve a certain number of the new dwelling units as affordable or other qualifying housing for at least 55 years. Oct. 12, 2021 Item #8 Page 2 of 111 Summary of funding sources and uses of funds The developer’s detailed funding application is attached as Exhibit 6. Below is a summary of the proposed sources and uses of funds: Source of funds Total Per unit Senior loan $4,625,000 $98,404 Net operating income during construction 197,188 4,195 Tax credit equity 7,393,959 157,318 USA Properties – deferred developer fee 609,645 12,971 City of Carlsbad loan 650,000 13,830 New Urban West (master developer) 3,650,000 77,660 TOTAL $17,125,461 $ 364,379 Permanent uses of funds Total Per unit Property acquisition $1 N/A Construction (including bonds) 7,997,749 170,165 Construction general conditions 840,000 17,872 Contractor overhead, profit 279,685 5,951 Construction contingency 799,775 17,016 Financing costs 886,349 18,858 Master developer-provided off-site improvements 1,300,000 27,660 Planning/impact fees 940,000 20,000 Architecture, engineering 593,750 12,633 Other transaction costs 1,404,374 29,880 Developer fee 2,084,109 44,342 TOTAL $17,125,461 $ 364,379 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 $17 million in total development costs for the project, the average unit development cost of approximately $365,000 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 $447,000 in California between 2008 and 2019.2 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, USA Properties would be eligible to earn a developer fee of $2,084,109. The company proposes to receive the full developer fee, but only $1,474,464 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 USA Properties through the proceeds of 2 The Terner Center for Housing Innovation, “The Complexity of Financing Low-Income Housing Tax Credit Housing in the United States,” April 2021; Oct. 12, 2021 Item #8 Page 3 of 111 the project over time, so that the city’s investment would not create an undue financial gain to USA Properties. Additionally, the USA Properties proposal exceeds the project’s approved requirement to provide affordable housing by providing deeper affordability of five of the units to 30% of the area median income. To satisfy both the density bonus requirement and the inclusionary housing requirement, the city’s approval requires that 37 of the apartments be affordable to very low-income households up to 50% of the area median income, and nine apartments be affordable to low-income households up to 60% of the area median income. Five units are going from the 50% and 60% levels down to a lower income category of 30% of the area median income, serving the extremely low-income population. City Council Policy No. 90 funding guidelines The City Council adopted City Council Policy No. 90 (Exhibit 7) 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. USA Properties financial assistance request has been found consistent with the policy’s guidelines, as detailed in Exhibit 8. 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 those with specialized needs. The project to be funded by this loan will serve extremely low- (five units), very low- (32 units), and low-income (nine units) 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” Oct. 12, 2021 Item #8 Page 4 of 111 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: • Predevelopment – the project does not get to construction • Construction – the project cannot be completed, cost overruns, contractor problems • 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. Housing Commission review The financial assistance request was reviewed by the Housing Commission on Aug. 12, 2021. After review, commission recommended the City Council approve USA Properties’ request for financial assistance based on the findings contained in the Housing Commission resolution (Exhibit 3). Options Staff provide the following options for the City Council’s consideration: 1. Approve the loan of $650,000 as requested Pros • This option allows for the new construction of 46 units for extremely low-, very low- and low-income households, subject to USA Properties successfully securing additional financing through bonds, tax credit equity or other sources. • The financial assistance is structured as a residual receipts 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 request for assistance Cons • Reduces the Housing Trust Fund by $650,000 2. Revise funding assistance to a lower amount Pros • Lowers the amount allocated from the Housing Trust Fund Oct. 12, 2021 Item #8 Page 5 of 111 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. Both the market rate and affordable projects would be at risk of not being built in the near future Staff recommend Option 1, that the City Council authorize the appropriation of $650,000 from the city’s Housing Trust Fund for the loan as requested. 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. The Housing Trust Fund, as noted above, had an available balance of $13.4 million as of August 2021. 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. Next Steps Staff will draft implementing agreements with USA Properties, and appropriate funds. The resolution authorizes the City Manager, or designee, to execute all appropriate documents necessary to provide the financial assistance. Staff will process the implementing Affordable Housing Agreement with the master developer. The resolution authorizes the City Manager, or designee, to execute and record all necessary documents Environmental Evaluation The City Council certified an environmental impact report, and adopted candidate findings of fact and mitigation monitoring and reporting program for the Marja Acres development project on Nov. 3, 2020 (City Council Resolution No. 2020-215). As an integral component of the overall Marja Acres development, the senior affordable apartments project was adequately evaluated by the certified environmental impact report and is subject to applicable mitigation monitoring and reporting requirements. No further environmental review is required. Public Notification 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. Oct. 12, 2021 Item #8 Page 6 of 111 Exhibits 1. City Council resolution – Funding request 2. City Council resolution – Affordable housing agreement 3. Housing Commission Resolution No. 2021-004 4. Location map 5. USA Properties Fund Housing brochures and list of tax credit-financed projects 6. USA Properties Fund Housing financial assistance application 7. City Council Policy Statement No. 90 8. City Council Policy Statement No. 90 Analysis Oct. 12, 2021 Item #8 Page 7 of 111 RESOLUTION NO. 2021-234 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A $650,000 LOAN FROM THE HOUSING TRUST FUND TO USA PROPERTIES FUND FOR THE MARJA ACRES SENIOR APARTMENTS AFFORDABLE HOUSING PROJECT (DEV 16-038) EXHIBIT 1 WHEREAS, USA Properties Fund has requested financial assistance for the construction of 47 apartment homes to be affordable to extremely low, very low, and lower-income households on an existing parcel at El Camino Real and Kelly Road; 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 $650,000; and WHEREAS, the City Council approved said housing development on November 3, 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 USA Properties Fund is consistent with the goals and objectives ofthe City of Carlsbad's Housing Element, and the General Plan: 3. That the request for financial assistance will assistthe affordable housing developer in constructing a total of 47 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 residual receipts loan in the amount of $650,000 to USA Properties Fund for the Marja Acres Senior Apartment affordable housing project once all project funding is secured by the developer. Oct. 12, 2021 Item #8 Page 8 of 111 RESOLUTION NO. 2021-235 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN AFFORDABLE HOUSING AGREEMENT TO SATISFY THE INCLUSIONARY HOUSING REQUIREMENT FOR THE MARJA ACRES DEVELOPMENT (DEV 16-038) EXHIBIT 2 WHEREAS, the developer of Marja Acres has proposed to construct 46 apartment units affordable to low and very low-income households as a means to satisfy their inclusionary housing obligation as permitted by Carlsbad Municipal Code Chapter 21.85 and Section 21.53.120; and WHEREAS, in exchange for providing additional affordable housing, the project received approval to increase the density on the project over what would normally be allowed and modifications to development standards, including for height, setbacks and parking as allowed in Carlsbad Municipal Code Section 21.53.120, were granted; WHEREAS, Carlsbad Municipal Code Chapter 21.85 requires the developer of a project to receive approval of an Affordable Housing Agreement which details how the requirements of the lnclusionary Housing Ordinance shall be met. WHEREAS, the City Council approved said housing development on November 3, 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 project is consistent with the goals and objectives of the City of Carlsbad's Housing Element, and the General Plan. The project will provide 46 apartment homes affordable to low and very low-income households. The project, therefore, can effectively serve the city's housing needs and priorities expressed in the Housing Element. 3. That the Affordable Housing Agreement (Attachment A) is hereby approved. 4. That the City Council authorizes the City Manager, or designee, to prepare and execute all documents related to the provision of the,Affordable Housing Agreement, subject to review and approval by the City Attorney. Oct. 12, 2021 Item #8 Page 10 of 111 RECORDING REQUESTED BY: City of Carlsbad WHEN RECORDED MAIL TO: City of Carlsbad Housing and Homeless Services Department 1200 Carlsbad Village Drive Carlsbad, CA 92008 Attn: City Clerk This document is recorded at the request and for the benefit of the City of Carlsbad, and is exempt from the payment of a recording fee pursuant to Government Code Sections 6103, 27383, and 27388.1 (Space above for Recorder's Use) AFFORDABLE HOUSING AND DENSITY BONUS AGREEMENT IMPOSING RESTRICTIONS ON REAL PROPERTY (DEV 16-038) This AFFORDABLE HOUSING AND DENSITY BONUS AGREEMENT IMPOSING RESTRICTIONS ON REAL PROPERTY ("Agreement"), entered into this __________ day of _________________, ____, by and between the CITY OF CARLSBAD, a municipal corporation (“City”), and NUWI Carlsbad, LLC, a limited liability corporation, “Developer”) is made with reference to the following: A.Developer is the owner of certain real property in the City of Carlsbad, in the County of San Diego, California (“Property”) described in Exhibit "A", which is attached hereto and incorporated herein by this reference. B.Developer currently intends to construct a total of 295 residential units on theProperty (“Development”), consisting of 248 market rate townhomes, and 46 affordable senior apartments plus a manager’s unit. The City has approved the Site Development Plan for the Development. On November 3, 2020, City certified a final environmental impact report and adopted Candidate Findings of Fact and a Mitigation Monitoring and Reporting Program (EIR 2017-0001), and issued approvals for a tentative tract map (CT 16-07), residential planned development permit (PUD 16-09), non-residential planned unit development (PUD 2018-0007), site development plan (SDP 2018-0001), coastal development permit (CDP 16-33), hillside development permit (HDP 16-02), and special use permit (SUP 16-02), which said approvals specify therein the granting of increased density, additional units from the City’s excess dwelling unit bank, and related standards modifications, subject to certain conditions of approval (Planning Commission Resolution No. 7382 "Conditions of Approval"). One of the Conditions of Approval requires that 37 of the units in the Development are to be affordable to senior households with incomes up to fifty percent of the San Diego Area Median Income (50% AMI), and nine (9) of the units in the Development are to be affordable to senior households having incomes up to sixty percent of the San Diego Area Median Income (60% AMI), in fulfillment of the City's Inclusionary Housing Ordinance, Carlsbad Municipal Code (“CMC”) Chapter 21.85, and Planning Commission Resolution 7114. Attachment A Oct. 12, 2021 Item #8 Page 12 of 111 C. Developer requested and received from City a thirty-five percent (35%) density bonus and incentives or concessions to provide twenty percent (20%) of the development (exclusive of the bonus units) for housing affordable to lower income households. D. Developer is required by the Conditions of Approval to enter into an Affordable Housing and Density Bonus Agreement as required and with the content specified by the City’s Inclusionary Housing Ordinance (CMC Chapter 21.85) and in the Residential Density Bonus and Incentives or Concessions Ordinance (CMC Chapter 21.86). This Affordable Housing and Density Bonus Agreement satisfies the requirements of CMC Sections 21.85.140 and 21.86.130, and shall be executed and recorded prior to the approval of any final or parcel map for the Property or, where a map is not being processed, prior to issuance of building permits. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Satisfaction of Affordable Housing Obligation and Conditions of Approval. In order to satisfy the Conditions of Approval of the permits described in Recital B above, and the requirements of the City's Inclusionary Housing Ordinance (CMC Chapter 21.85) and Residential Density Bonus and Incentives or Concessions Ordinance (CMC Chapter 21.86) shall not be satisfied unless forty-six (46) units of the Development are constructed for the purpose of providing housing to be affordable to lower-income senior households according to the schedule and terms contained herein (“Affordable Units”). A total of 248 market rate units, one unrestricted manager’s unit and at least 46 Affordable Units may be constructed with approval of this Agreement. 2. Terms Governing Provision of Affordable Units. Provision of the Affordable Units shall be governed by the following terms: 2.1 Size and Bedroom Count. The Affordable Units in the Development shall include 47 units (including one unrestricted manager’s unit) in the numbers and with the square footages indicated in the table below. Unit Size Number of Units by Income Level (% AMI) Total Number of bedrooms Approx. net square feet Very Low Low 50% 60% One bedroom 524-545 s.f. 37 9 46 Two bedroom 757 s.f. 1* TOTALS 37 9 47 *Unrestricted manager’s unit 2.2 Affordability Requirements. Thirty-seven (37) Very Low Income Affordable Units shall be restricted to occupancy by households with incomes not exceeding 50% of the area median income (AMI) for San Diego County, adjusted for actual household size. Oct. 12, 2021 Item #8 Page 13 of 111 Monthly rents of the Very Low Income Affordable Units shall not exceed 1/12th of 30% of 50% of the household AMI for San Diego County, adjusted for assumed household size appropriate for the unit pursuant to the Regulatory Agreement. Nine (9) Low Income Affordable Units shall be restricted to occupancy by households with incomes not exceeding 60% of the area median income (AMI) for San Diego County, adjusted for actual household size. Monthly rents of the Low Income Affordable Units shall not exceed 1/12th of 30% of 60% of the household AMI for San Diego County, adjusted for assumed household size appropriate for the unit pursuant to the Regulatory Agreement. One manager’s unit shall be unrestricted as to income or rent limitations. For purposes of this Agreement, “Rent” shall include a utility allowance as established and adopted by the City of Carlsbad Housing Authority, as well as all required monthly payments made by the tenant to the lessor in connection with use and occupancy of a housing unit and land and facilities associated therewith, including any separately charged fees, utility charges, or service charges assessed by the lessor and payable by the tenant (but not including fees or charges resulting from any default by the tenant or damage caused by the tenant, or fees or charges paid by the tenant to third party utilities or other providers). Median income figures shall be those determined by the United States Department of Housing and Urban Development from time to time, and as published by the California Department of Housing and Community Development. For purposes of this Agreement, “assumed household size appropriate for the unit” shall mean a household of two persons in a one-bedroom unit, and three persons in a two-bedroom unit, unless the requirements of another funding source require an alternate method of calculating assumed household size. With respect to each Affordable Unit, the affordability requirements of this Section 2.2 shall continue for 55 years from the date of issuance of a Certificate of Occupancy by the City for such unit or another comparable unit based upon substitution provisions pursuant to the Regulatory Agreement. The affordability requirements of this Section 2.2 shall be set forth in the Regulatory Agreement between the Developer or its successors and the City, provided for below, which shall supersede this Agreement upon recordation of the Regulatory Agreement. 2.3 Schedule for Developing Affordable Multi-family Units. Developer and/or its successor shall provide the Affordable Units on the following schedule: (i) Developer may obtain building permits for no more than 82 of the market rate townhomes prior to Developer and/or its successor obtaining a building permit for and commencing construction on the Affordable Units, (ii) Developer may obtain building permits for no more than an additional 83 of the market rate townhomes prior to completion of the Affordable Units, as evidenced by issuance of certificates of occupancy, and (iii) Developer may obtain building permits for the remaining market rate townhomes after completion of the Affordable Units, as evidenced by issuance of certificates of occupancy. For purposes of this section, “building permit” shall mean a permit issued in accordance with the requirements of the California Building Code, California Code of Regulations, Title 24, Part 2, Volumes 1 and 2, Section 105, and as amended by Carlsbad Municipal Code Section 18.04.020. For purposes of this section, “commencing construction” shall mean initiation of construction activity in reliance on the building permit for the Affordable Units and which results in at least one approved inspection by the City. 3. City Approval of Documents. The following documents, to be approved in writing by the City, shall be used in connection with the rental of Affordable Units. 3.1 A marketing plan consistent with the terms of this Agreement, establishing the process for seeking, selecting and determining the eligibility of tenants of the Affordable Units. Oct. 12, 2021 Item #8 Page 14 of 111 3.2 A form of Rental Agreement. 3.3 A Property Management Plan. 3.4 A form of regulatory agreement between the Developer (and/or its successor) and the City ("Regulatory Agreement"), following a format designated by the City. 4. Compliance Report. Following completion of construction of the Affordable Units, a Compliance Report meeting the requirements of CMC Section 21.85.140 of the Inclusionary Ordinance, verifying compliance of all completed Affordable Units with the terms of this Agreement and certified as correct by a third-party, shall be submitted annually to the Housing and Homeless Services Director, commencing on the first Report Date that is twelve (12) months from the completion of construction of the Affordable Units. In addition, said annual reports shall contain an updated list of the tenants and their ages, in compliance with CMC Section 21.84.110, monitoring and reporting requirements for housing for senior citizens. If similar reports on some or all of the Affordable Units are required for regulatory compliance with other financing programs, those reports may be deemed satisfactory for the purpose of this section by the Housing and Homeless Services Director, with respect to the Affordable Units covered by such reports, provided that copies of those reports are provided on an annual basis to the Housing and Homeless Services Director with a third party certification addressed to the City. 5. Release of Subject Property from Agreement. The covenants and conditions herein contained shall apply to and bind the Developer and its heirs, executors, administrators, successors, transferees, and assignees of all the parties having or acquiring any right, title or interest in or to any part of the Property to be developed and shall run with and burden the Property until expiration in accordance with Section 12 hereof. This Agreement shall not burden or encumber non- residential portions of the Property and shall not preclude development or issuance of non- residential permits in any manner. Until residential portions of the Property are released from the burdens of this Agreement pursuant to this Section 5, the Developer shall expressly make the conditions and covenants contained in this Agreement a part of any deed or other instrument conveying any interest in the Subject Property. Notwithstanding anything to the contrary set forth in this Agreement, individual purchasers of single-family residential units pursuant to an approved public report in compliance with the California Subdivided Lands Act, and mortgage lenders holding deeds of trust on such individual units after sale to such purchasers, shall not be subject to the terms of this Agreement; and the terms of this Agreement shall be of no further force or effect and automatically released without further action with respect to such completed unit on the date of the recordation of a deed to the individual purchaser. As market rate units are eligible for release, this Agreement shall be fully released for those eligible market rate residential units as designated in writing by Developer. The Agreement shall be fully released as to the entire Property upon issuance of certificates of occupancy for all Affordable Units. 6. Default. Failure of the Developer to cure any default in the Developer's obligations under the terms of this Agreement within ninety (90) days after the delivery of a notice of default from the City (or where the default is of the nature which cannot be cured within such ninety (90) day period, the failure of the Developer to commence to cure such default within the ninety (90) day period or the Developer's failure to proceed diligently to complete the cure of such a default within a reasonable time period but in no event greater than one-hundred eighty (180) days) will Oct. 12, 2021 Item #8 Page 15 of 111 constitute a failure to satisfy the Conditions of Approval with respect to the Property and the requirements of Chapter 21.85 of the CMC. The City may exercise any and all remedies available to it with respect to the Developer's failure to satisfy the Conditions of Approval and Chapter 21.85 of the CMC, including but not limited to, the withholding of further building permits for the market rate units within the Development until such cure is completed. 7. Appointment of Other Agencies. At its sole discretion, City may designate, appoint or contract with any other public agency, for-profit or non-profit organization to perform the City's obligations under this Agreement. 8. Hold Harmless. Developer will indemnify and hold harmless (without limit as to amount) City and its elected officials, officers, employees and agents in their official capacity (hereinafter collectively referred to as "Indemnitees"), and any of them, from and against all loss, all risk of loss and all damage (including attorneys’ fees and expenses) sustained or incurred because of or by reason of any and all claims, demands, suits, actions, judgments and executions for damages of any and every kind and by whomever and whenever made or obtained, allegedly caused by, arising out of or relating in any manner to Developer's actions or defaults pursuant to this Agreement, and shall protect and defend Indemnitees, and any of them with respect thereto. This provision shall survive the term of this Agreement. 9. Insurance Requirements. Developer shall obtain, at its own expense, commercial general liability insurance for development of the Affordable Units naming Indemnitees as additional named insureds with aggregate limits of not less than five million dollars ($5,000,000), for bodily injury and death and property damage, including coverage for contractual liability and projects and completed operations, purchased by Developer or its successor or assigns from an insurance company duly licensed to engage in the business of issuing such insurance in the State, with a current Best's Key Rating of not less than A-:VII, such insurance to be evidenced by an endorsement which so provides and delivered to the Housing and Homeless Services Director prior to the issuance of any building permit for the Property. 10. Notices. All notices required pursuant to this Agreement shall be in writing and may be given by personal delivery or by registered or certified mail, return receipt requested, to the party to receive such notice at the addressed set forth below: TO THE CITY OF CARLSBAD: City of Carlsbad Housing and Homeless Services Department 1200 Carlsbad Village Drive Carlsbad, CA 92008 Attn: Housing and Homeless Services Director Email: Housing@carlsbadca.gov Fax: 760-720-2037 TO THE DEVELOPER: __________________________________ __________________________________ Oct. 12, 2021 Item #8 Page 16 of 111 __________________________________ __________________________________ __________________________________ Any party may change the address to which notices are to be sent by notifying the other parties of the new address in the manner set forth above. 11. Integrated Agreement. This Agreement constitutes the entire Agreement between the parties and no modification hereof shall be binding unless reduced to writing and signed by the parties hereto. 12. Duration of Agreement. This Agreement shall remain in effect for fifty- five (55) years following the date certificates of occupancy have been issued for all Affordable Units. This Agreement, and any section, subsection, or covenant contained herein, may be amended only upon the written consent of the Developer and the Housing and Homeless Services Director. 13. Recording of Agreement. The parties hereto shall cause this Agreement to be recorded against the Property in the Official Records of the County of San Diego. 14. Severability. In the event any limitation, condition, restriction, covenant, or provision contained in this Agreement is to be held invalid, void or unenforceable by any court of competent jurisdiction, the remaining portions of this Agreement shall nevertheless be and remain in full force and effect. 15. Tax Credit Financing. The City agrees and acknowledges that the development of the Affordable Units may be financed, in part, with federal and/or state low income housing tax credits (“Tax Credits”) administered by the California Tax Credit Allocation Committee (“CTCAC”). To the extent the Affordable Units are financed in whole or in part with Tax Credits, (A) the Area Median Income, occupancy limitations and rental rates contemplated in Section 2 of this Agreement shall be calculated in accordance with the methodologies, policies and procedures of CTCAC and (B) in the event of any conflict between the provision of this Agreement and the methodologies, policies and procedures of CTCAC, the methodologies, policies and procedures of CTCAC shall prevail. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the day and year first above written. DEVELOPER CITY OF CARLSBAD By: ___________________________ By: _____________________________ Signature Signature Title: _________________________ Title: _____________________________ Dated: ________________________ Dated: ____________________________ Oct. 12, 2021 Item #8 Page 17 of 111 By: ___________________________ Signature Title: _________________________ (Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the office(s) signing to bind the corporation.) (If signed by an individual partner, the partnership must attach a statement of partnership authorizing the partner to execute this instrument.) (Proper notarial acknowledgment of execution by Developer must be attached.) APPROVED AS TO FORM Celia A. Brewer, City Attorney By: Dated: Ron Kemp, Assistant City Attorney Oct. 12, 2021 Item #8 Page 18 of 111 EXHIBIT A ADDRESS: ASSESSOR PARCEL NO.: LEGAL DESCRIPTION OF PROPERTY Oct. 12, 2021 Item #8 Page 19 of 111 RESOLUTION NO. 2021-004 , A RESOLUTION OF THE HOUSING COMMISSION OF THE CITY OF CARLSBAD, CALIFORNIA RECOMMENDING THAT THE CITY COUNCIL APPROVE A $650,000 LOAN FROM THE HOUSING TRUST FUND TO USA PROPERTIES FUND, INC. FOR THE MARJA ACRES SENIOR APARTMENTS (DEV 16-038) EXHIBIT 1 WHEREAS, NUWI Carlsbad, LLC (New Urban West or NUW) sought the city's approval to build a mixed-use project consisting of 248 townhomes, ~6 affordable senior apartments (plus an unrestricted manager's unit) and 10,000 square feet for specialty commercial uses located on property commonly known as Marja Acres, on the south side of El Camino Real just east of Kelly Road; and WHEREAS, the City Council approved said development, including the affordable senior apartments on Nov. 3. 2020; and WHEREAS, USA Properties Fund, Inc. has partnered with NUW to build the Marja Acres affordable senior apartments; and WHEREAS, USA Properties Fund, Inc. applied to the City of Carlsbad for $650,000 in Housing Trust Fund assistance in order to create additional public benefit by serving extremely low-income seniors and improve project competitiveness for tax exempt bo.nd and tax credit equity financing; _and WHEREAS, the city's Affordable Housing Policy Team evaluated the financial assistance request on April 28, 2021, and recommended that it be forwarded to the Housing Commission for their consideration and recommendation to the City Council; and WHEREAS, the Housing Commission considered the financial assistance request, staff evaluation and recommendation, and the testimony of all persons desiring to be heard on the matter at their regular meeting on Aug. 12, 2021. NOW, THEREFORE, BE IT RESOLVED by the Housing Commission of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the request for financial assistance from USA Properties Fund, Inc. is consistent with the goals, objectives and programs of the City of Carlsbad's Housing Element, City Council Policy No. 90 guidelines, and the city's Housing Trust Fund underwriting practices. 3. That the request for financial assistance will assist the affordable housing developer in constructing a total of 46 apartment units affordable to extremely low, very low, and Exhibit 3 Oct. 12, 2021 Item #8 Page 20 of 111 EXHIBIT 1 low income senior households, plus one unrestricted manager's apartment. Specifically, the assistance will result in deeper affordability levels by providing five extremely low- income {30% AMI), 36 very low-income {50% AMI), and five low-income {60% AMI) senior apartments. 4. That, based on information provided in the Housing Commission staff report and considering testimony of all persons desiring to be heard at the Aug. 12, 2021 public meeting, the Housing Commission hereby recommends that the City Council approve $650,000 in financial assistance from the Housing Trust Fund to USA Properties Fund, Inc., subject to the following conditions: a. The financial assistance shall be in the form of a residual receipts loan for a term of 55 years at three percent simple interest per annum. Said loan shall be secured by a promissory note and deed of trust. b. The financial assistance is conditional and contingent upon USA Properties Fund, Inc. receiving all other necessary funding commitments identified in the financial assistance application including private loans, tax credit financing, master developer contribution, and deferred developer fees. c. The city's commitment of funds will be maintained for a period of twenty-four months upon City Council's approval. The funding commitment will expire at the end of this term unless developer has secured all other necessary funding, has executed a loan agreement with the city, and the project is ready to construct; or unless a time extension is granted by the City Council. Oct. 12, 2021 Item #8 Page 21 of 111 Marja Acres Senior Apartments Location Map Senior Apartments Oct. 12, 2021 Item #8 Page 23 of 111 USA PROPERTIES FUND, INC. 3200 Douglas Blvd., Suite 200 Roseville, CA 95661 (916) 773-6060 www.usapropfund.com CREATING Outstanding COMMUNITIES EXHIBIT 5 Oct. 12, 2021 Item #8 Page 24 of 111 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 2 USA PROPERTIES FUND, INC. OUR MISSION STATEMENT 4 ABOUT USA 6 MEET OUR TEAM 7 WHAT WE DO 8-9 COMPANY STATISTICS 10-11 OUR CURRENT LOCATIONS 12 GENERAL OCCUPANCY 14-15 SENIOR HOUSING 16-17 COMPARABLE EXPERIENCE 18-21 TEAM RESUMES 20-29 USA AFFILIATIONS 30 JB BROWN FUND 31 Table of Contents Oct. 12, 2021 Item #8 Page 25 of 111 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 3USA PROPERTIES FUND, INC. CREATING OUTSTANDING COMMUNITIES Oct. 12, 2021 Item #8 Page 26 of 111 Liberty at Aliso Viejo, CA OUR MISSION STATEMENT Since our beginnings in 1981, our mission has been to create outstanding communities that meaningfully improve the lives of those within and around them. We understand housing as a conduit to addressing other social challeng- es including: health care, education, energy, and transportation. We approach each project with equal focus on the bottom line and how we will benefit both our future residents and the cities in which these communities are located. Our belief is that an absolute commitment to excellence is the foundation enabling us to produce the greatest ben- efits for our customers, residents, employees, investors and owners. 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 4 USA PROPERTIES FUND, INC. Oct. 12, 2021 Item #8 Page 27 of 111 Talavera Ridge at Folsom, CA 5 Oct. 12, 2021 Item #8 Page 28 of 111 ABOUT USA Founded in 1981 and headquartered in Roseville, CA, USA Properties Fund, Inc. (USA) is a vertically integrated, full-service real estate development, investment and management company focused on high-quality multifamily properties throughout the West. Our success is reflective of USA’s strength in leadership, team structure and a commitment to the highest value system. USA’s success can be measured in our $1 billion in total assets through development and acquisition of more than 12,000 units of family and senior apartments in 90 communities throughout California and Nevada, the USA family of companies has more than 400 employees in two states. USA has built a strong reputation of designing and delivering award-winning communities worthy of institutional investment, local agency and public support and participation. Many of USA’s communities are considered pub- lic-private partnerships. Our motivation in acquiring, designing, developing and managing first-rate properties is to create outstanding communities - and provide outstanding opportunities. For more information, please visit www.usapropfund.com. 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 6 USA PROPERTIES FUND, INC. Oct. 12, 2021 Item #8 Page 29 of 111 MEET OUR TEAM USA Properties Fund’s executive team has extensive experience in acquiring, developing, financing and managing apartment communities. GEOFFREY C. BROWN President Chief Executive Officer USA Properties Fund, Inc. STEVEN GALL Executive Vice President Development & Acquisitions Principal | USA Properties Fund, Inc. DARREN BOBROWSKY Senior Vice President Capital Markets Group Principal | USA Properties Fund, Inc. APRIL ATKINSON President USA Multifamily Management, Inc. Principal | USA Properties Fund, Inc. JONNY HARMER Chief Financial Officer Principal | USA Properties Fund, Inc. TONY PISCITELLO President USA Construction Management, Inc. USA Properties Fund, Inc. JATIN MALHOTRA Acquisitions Manager USA Properties Fund, Inc. GABE GARDNER Acquisitions Manager USA Properties Fund, Inc. BIANCA CRUZ Acquisitions Coordinator USA Properties Fund, Inc. EXECUTIVE TEAM ACQUISITIONS TEAM 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 7 Oct. 12, 2021 Item #8 Page 30 of 111 ACQUISITIONS USA Multifamily Housing’s Acquisition team identifies land and apartment oppor- tunities for both market-rate and affordable development throughout California and the West. The Acquisition team considers the demand for housing in the region, the economic factors of the community and the appro- priate investor partnerships that will bring the project to life. LAND USA actively invests in land appropriate for new apart- ment communities, with densities of 20 to 90 units per acre. Development op- portunities typically consist of 100 to 300 units. INVESTMENT USA is actively looking for existing apartment com- munities that have the po- tential for increased value for our investors, residents and localities by improving the buildings and opera- tions. USA looks for existing market-rate, affordable or mixed-income communities with 80 to 400 units. Addi- tionally, USA is aggressively pursuing corporate merger, acquisition and portfolio ac- quisition opportunities. FINANCE Each apartment community – either new construction or acquisition/rehabilitation – requires a unique financing structure in order to achieve the objectives of the own- er/investors and produce exceptional returns, while satisfying the needs of the locality and our residents. USA often partners with institutional partners, local municipalities, econom- ic development agencies, state and county agencies to combine public with private financing, creating a suc- cessful public-private part- nership. WHAT WE DO 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 8 USA PROPERTIES FUND, INC. Oct. 12, 2021 Item #8 Page 31 of 111 DEVELOPMENT USA Multifamily Develop- ment is an industry leader, looking at all phases of res- idential development for op- portunities that achieve our goals and vision. Our devel- opment team has extensive experience in market-rate and affordable communi- ties, including navigating the myriad of regulations while working with investors, prin- cipals and local officials to meet their objectives and exceed expectations. USA Development employs all members of USA’s vertically integrated team to ensure a successful planning and ex- ecution of each project. CONSTRUCTION MANAGEMENT USA Construction Manage- ment, Inc. has been building multifamily communities in California and Nevada for more than 30 years. Our expert staff provides input throughout the life cycle of a project, from planning to delivery of certificates of occupancy. Our full-service, hands-on team has complet- ed construction or rehabil- itation of more than 12,000 units. GREEN BUILDING AND SUSTAINABLE PRACTICES USA embraces Build It Green building standards to promote better communities, improve energy and water conservation, and ensure healthier indoor living. USA is committed to a minimum Build It Green score of 115 on new construction proj- ects. Some of the Build It Green design features in- clude recycling a minimum of 65% of job site construc- tion waste; energy-efficient indoor and outdoor lighting; water-saving and low-flow fixtures in kitchens and bathrooms; Energy Star-rat- ed appliances; gas cooking, heat and water heating, and ceiling fans in living rooms and bedrooms. MULTIFAMILY MANAGEMENT USA Multifamily Manage- ment, Inc. is an experienced and resource- focused prop- erty and asset management firm. USA Multifamily Man- agement utilizes its region- al platform and local mar- ket expertise to generate operational efficiencies to maximize value of its entire portfolio. USA Multifami- ly Management, founded in 1993, provides full-scale professional administration services for communities including: marketing, main- tenance, leasing, project re- habilitation and accounting services for communities in California and Nevada. WHAT WE DO 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 9USA PROPERTIES FUND, INC. Oct. 12, 2021 Item #8 Page 32 of 111 3 Vertically Integrated Companies 90+ Multifamily Communities 35+ Years in Business 12,000+ Affordable & Market Rate Apartment Units COMPANY STATISTICS CREATING OUTSTANDING COMMUNITIES 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 10 USA PROPERTIES FUND, INC. Oct. 12, 2021 Item #8 Page 33 of 111 COMPANY STATISTICS & GROWTH CREATING OUTSTANDING COMMUNITIES 202140 years in business! 2015100th community developed 2009Established USA Construction Management 2005USA completes development of 50th community 1999 First tax credit Acquisition/Rehab project - Clayton Crossing, Concord, CA 1994Established USA Multifamily Management, Inc. 1989First tax credit development in Desert Hot Springs, CA UNITS DEVELOPED BY DECADE!"#$%&'()#*&+,-,%".,/&01&+,2$/, 526 4,772 10,954 14,583 !" !#$%%% !&$%%% !'$%%% !($%%% !)%$%%% !)#$%%% !)&$%%% !)'$ %%% 1989 1999 2009 2019 Since its inception in 1989, USA has grown into one of the top afford- able housing companies in the country and one of most active in the state of California. NEW PRODUCT3,4&56"/72# 939 1,057 990 626 !" !#%% !&%% !'%% !(%% !)$%%% !)$#%% Under Construction/Rehab Construction Starts Q3/Q4 Under Entitlement Under Feasibility USA has a robust pipeline of projects including new construction and acquisition-rehab of affordable and market-rate communities. PORTFOLIO BY DEMOGRAPHICS Senior 55+ Senior 62 + General Occupancy !"#$%"&'"()*(+,-".#/!0'12 With a diverse portfolio of senior and family communities, USA has remained consistently and increasingly profitable, year after year. 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 11USA PROPERTIES FUND, INC. Oct. 12, 2021 Item #8 Page 34 of 111 OUR CURRENT LOCATIONS USA Properties Fund, Inc. is a vertically integrated multifamily developer with approximately 92 diverse apartment communities throughout California and Nevada. We’re about creating the best possible communities, from quality affordable family and senior communities to market-rate projects with high-end luxury amenities. USA remains committed to its long-lasting relationships developed over decades of partnership with each community we invest in and has the flexibility to meet the unique demands of each jurisdiction. 54 3 1 15 19 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 12 USA PROPERTIES FUND, INC. Oct. 12, 2021 Item #8 Page 35 of 111 “We have endless respect for USA and its nev- er-ending commitment to build quality communi- ties that change the lives of residents while also being good opportunities for partners. We’ve en- joyed an excellent relationship with the USA team over the years and applaud the company’s suc- cess.” Michael L. Fowler President of Affordable Housing Partners Inc. “USA not only develops exceptional apartment communities, but they are also a pleasure to work with. Each team member is committed to the com- pany’s mission, resulting in a tangible difference in the quality its residents’ experience. There is tremendous value in having them as a partner and we appreciate and enjoy the relationship.” Roy Faerber Senior Vice President Boston Financial Investment Management “USA is an exceptional housing developer, build- er and manager. The company truly values rela- tionships with its financial partners as well as the communities it serves. Under the leadership of Geoff Brown, USA Properties Fund has flourished over the years and is highly regarded among its peers.” Lisa Gutierrez Relationship Manager, Vice President U.S. Bank Commercial Real Estate 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 13USA PROPERTIES FUND, INC. Oct. 12, 2021 Item #8 Page 36 of 111 Harvest at Fiddyment Ranch, Roseville, CA 14 Oct. 12, 2021 Item #8 Page 37 of 111 GENERAL OCCUPANCY USA has more than 35 family/general occupancy communities, from Carlsbad in Southern California to Santa Rosa in Northern California. Each community features numerous amenities with many offering lounges and community rooms – in- cluding computer areas, fitness rooms and kitchens – while some provide on-site play areas and swimming pools. USA’s forward-thinking approach to the design of family communities encompasses proximity to parks, shopping centers, schools, health care and public transportation, all helping to create a walkable neigh- borhood experience for residents. 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 15USA PROPERTIES FUND, INC. Oct. 12, 2021 Item #8 Page 38 of 111 SENIOR HOUSING USA has more than 50 senior communities throughout California and Nevada. The communities provide se- niors high-quality housing with numerous amenities in a safe environment. Amenities often include lounges and community rec- reation areas, a kitchen and fitness area, billiards and a swimming pool and/or spa, landscape grounds with seating and community garden areas. USA’s senior communities are often built near shopping, transportation, health care and entertainment, creating a walkable neighborhood experience for residents. 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 16 USA PROPERTIES FUND, INC. Oct. 12, 2021 Item #8 Page 39 of 111 Arbor Creek Senior Apartments, Sacramento, CA 17 Oct. 12, 2021 Item #8 Page 40 of 111 COMPARABLE EXPERIENCE Harvest at Fiddyment Ranch Roseville, Placer County, California Harvest at Fiddyment Ranch is a 300-unit general occupancy, mar- ket-rate community located in western Roseville, nearly three miles from Hwy‐65 surrounded by newer single-family homes. Harvest at Fiddyment Ranch Apartments is a new construction, gen- eral occupancy project of 300 units on approximately 12 acres located at the NW corner of Blue Oaks Boulevard and Orchard View Road in the City of Roseville in Placer County. This project is comprised of 15 identical three-story, garden-style buildings at a density of 25 units per acre. Harvest at Fiddyment Ranch is perfectly located in a master-planned neighborhood and surrounded by a quaint community that is private yet connected for those on the go. With parks, schools, dining, shopping and major freeways all nearby, it’s a beautiful place for families. This community provides an upscale apartment experience for anyone to enjoy. Location:1900 Blue Oaks Blvd. Roseville, CA 95747 Type of Development:300 units on 12 acres New Construction Target Population:General Occupany Market-rate Project Financing:Debt $58M: East West Bank Equity $21M: Private Placement Development Team:Lee & Jagoe Architecture Project Completion:June 2019 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 18 USA PROPERTIES FUND, INC. Oct. 12, 2021 Item #8 Page 41 of 111 COMPARABLE EXPERIENCE Talavera Foslom, Sacramento County, California Talavera is a 293-unit general occupancy, market-rate community that fea- tures upscale amenities, a resort-style pool and a fully-equipped fitness center. Talavera is located within the established Broadstone master planned com- munity, which features over one million square feet of retail, restaurants and services, a large public park and high-end, newer single-family homes. The site has superb walkability, excellent visibility and access proximity to public trans- portation and to major employers. Intel, Folsom’s largest employer, is 2.5 miles west of the property and Folsom Lake College is less than 0.5-mile northwest of the property. Talavera consists of four separate apartment buildings and provided parking. Seven to twelve of the apartment units are restricted to affordable rent levels. The project includes a number of indoor and outdoor recreational amenities for residents including an outdoor swimming pool, spa, barbeque area, pet groom- ing facilities, bicycle maintenance area, fitness center, meeting rooms, commu- nity kitchen and mail room. The design of the apartment buildings reflects a fairly contemporary architectural style with many high-quality elements. Location:1550 Broadstone Pkwy Folsom, CA 95630 Type of Development:293 units on 11.54 acres New Construction Target Population: General Occupancy Market-rate 7-12 units are affordable Project Financing:Debt $59M: East West Bank Equity $17M Development Team:GMPA Architects Project Completion:November 2019 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 19USA PROPERTIES FUND, INC. Oct. 12, 2021 Item #8 Page 42 of 111 COMPARABLE EXPERIENCE Adega at Rohnert Park Rohnert Park, Sonoma County, California Adega at Rohnert Park is a 135-unit market-rate garden community that is part of a larger development covering 12.25 acres, which counts residential units, a hotel, and a 0.65-acre park facility. Adega is Class A, new construction general-occupancy project of 135 units on 6.0 acres located at the NWC of Carlson Court and Labath Avenue in the City of Rohnert Park in Sonoma County. This project is comprised of seven three-story, garden-style buildings with tuck-un- der garages at a density of ±22.5 units per acre. Each unit features vinyl plank flooring throughout with low pile carpet in bedrooms. Kitch- ens boast a full stainless-steel appliance package, and bathrooms have quartz countertops, full-size front load washer/dryer, roller shades and a large patio area. The clubhouse includes a leasing lobby, a fitness room with best-in-class equipment, a large club room with multiple lounge areas, gas fireplace, large screen TV and a hospitality kitch- en and a patio with an outdoor pingpong table. The clubhouse also features a multiple-station sound system and free WiFi. In summary, Adega is an apartment community of refined interiors with residences that brim with impressive finishes. Location:541 Carlson Ave. Rohnert Park, CA 94928 Type of Development:135 Units on 6.0 acresMarket-rate garden apartmentsNew Construction Target Population:100% General Occupancy Market Rate Project Financing:Debt $34.7M: US Bank Equity $12.4M Development Team: USA Properties Fund, Inc. KTGY Group, Inc. Civil Design Consultants, Inc. Project Completion:February 2020 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 20 USA PROPERTIES FUND, INC. Oct. 12, 2021 Item #8 Page 43 of 111 COMPARABLE EXPERIENCE Vintage & Liberty at Aliso Viejo Aliso Viejo, Orange County, California Vintage Aliso (Phase I) & Liberty Aliso (Phase II) were developed through a public-private partnership, resulting in the creation of 402 units of new multifamily housing in the heart of Aliso Viejo, California. Completed in 2017, Vintage Aliso is a 4-story, 202-unit senior afford- able housing community that was financed with 4% Low-Income Tax Credits (LIHTC) and tax-exempt bonds. The property offers its res- idents a wide variety of recreational activities, including a sparkling swimming pool, community gardens, a recreation center where social events (such as potlucks and game nights are hosted), exercise equip- ment, and pet washing stations. The second phase, Liberty Aliso, was completed in 2019 and provides an additional 200 units of multifamily housing in a 4-story elevator-serviced building constructed atop a po- dium parking garage. USA Properties Fund, Inc. served as the Lead Developer. The Foundation for Affordable Housing served as a co-de- veloper/co-general partner on the project. Location:Vintage Aliso: 2C Liberty Ave. Liberty Aliso: 100 Freedom Lane Type of Development: Vintage Aliso (202 Units) Liberty Aliso (200 Units) 402 units of new construction multifamily housing in two phases: Phase I: 4-story surface-parked; Phase II: 4-story elevator-serviced bldg. atop podium Target Population:100% Senior affordable Project Financing: Boston Financial and Citi Community Development • $108.3 million combined project capitalization• 4% LIHTC (tax credits) & Tax-Exempt Bonds Development Team:USA Properties and Foundation for Affordable Housing Project Completion:Vintage Aliso: Built 2017Liberty Aliso: Built 2019 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 21USA PROPERTIES FUND, INC. Oct. 12, 2021 Item #8 Page 44 of 111 w CHIEF EXECUTIVE OFFICER USA PROPERTIES FUND, INC. REFERENCES MICHAEL FOWLER, PRESIDENT Sun America Affordable Housing Partners, Inc. One SunAmerica Center Los Angeles, CA 90067 (310) 772-6553 mfowler@sunamerica.com JONATHAN KLEIN VP, Community Dev. Finance Union Bank of California 200 Pringle Avenue, #200 Walnut Creek, CA 94596 (925) 947-2461 jonathan.klein@uboc.com WILL N. COOPER JR. President & CEO WNC & Associates, Inc. 17782 Sky Park Circle Irvine, CA 92614 (714) 662-5565 x 115 wcooperjr@wncinc.com EDUCATION CONTACT GEOFFREY C. BROWN PRESIDENT AND CHIEF EXECUTIVE OFFICER Geoffrey C. Brown joined USA Properties Fund in 1989, and he was named President and Chief Executive Officer of the company in 1997. He has overseen a dramatic increase in communities and units during his tenure. Before he joined USA Properties, Mr. Brown was employed by Lloyds Bank in its commercial credit department and later as a commercial real estate construction loan officer. After Lloyds Bank was acquired by Sanwa Bank, he was named Vice President and Manager of the Pasadena Real Estate Office and oversaw the construction lending for commercial and residential loans. Mr. Brown earned his bachelor’s degree in Economics from Willamette University and an MBA in Finance from the University of Washington. He is a licensed California contractor and real estate broker. Mr. Brown currently serves on the Board of Directors for the California Council for Afford- able Housing and California Housing Consortium of which he was Chairman for 2012 and 2013. PROJECT ROLES & RESPONSIBILITIES As Chief Executive Officer of USA Properties Fund, Inc., Mr. Brown is the ultimate person respon- sible for every member of the team, and every aspect of the project through its life-cycle. Mr. Brown will oversee the entire vertically-integrated team at USA Properties to ensure seamless collaboration and continuity among the project team members through all phases of the project— from government and community engagement and project planning and design, through financing and construction, lease-up, and management. RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com (916) 724-3836 gbrown@usapropfund.com University of Washington, M.B.A. Willamette University, Bachelors PARKSIDE AT SYCAMORE West Sacramento, California 62 units | Family Affordable Ground-up development of 62 units of family af- fordable apartment homes developed in partner- ship with City of West Sacramento. $24M project capitalization; financed with 9% tax credits. AURORA Gold River, California 162 units | Market-Rate Ground-up development of 162 units of general oc- cupancy market-rate apartment homes. Construc- tion projected to start March 2021. THE AJ Sacramento, California 345 units | Mixed-Income Now under construction. First residential project of the Railyards master plan. In partnership with LDK Ventures, SHRA, HCD and City of Sacramento. BROOKSIDE Lincoln, California 208 units | Family Affordable Rehabilitated by USA in 2016. This project consists of 208 units of family affordable apartment homes. $36M project capitalization; financed with 4% tax credits. VINTAGE & LIBERTY AT ALISO Aliso Viejo, California 402 units | Senior Affordable Phase I: Vintage at Aliso is a ground-up develop- ment of 202 units of senior affordable housing on 4 acres. Phase II: Liberty at Aliso is a ground-up development of 200 units of senior affordable. LANDING AT COLLEGE SQUARE Sacramento, California 270 units | Market-Rate Ground-up development of 270 units of general occupancy, market-rate. Designed with three-story walk-up buildings on 10 acres. Amenities include pool, fitness center, media room, carports and clubhouse. Oct. 12, 2021 Item #8 Page 45 of 111 STEVEN GALL EXECUTIVE VICE PRESIDENT DEVELOPMENT & ACQUISITIONS PRINCIPAL | USA PROPERTIES FUND Steven Gall oversees USA Properties Fund’s land and existing apartment community acquisition and development activities. Mr. Gall has more than 30 years of experience in the real estate indus- try, including more than 25 years with USA Properties’ in various land acquisition and develop- ment roles. He has also served as Vice President of Land Acquisition for the Sacramento Divisions of Centex Homes and MBK Homes, as well as Sacramento City Partner/Development Director for Alliance Residential Company. Mr. Gall holds a bachelor’s degree from Willamette University and an MBA from the University of Washington. PROJECT ROLES & RESPONSIBILITIES Reporting directly to the President & CEO, 30+ year real estate development veteran, Mr. Gall, will oversee the entire development process for the Project from crafting the public-private partner- ship with the Commission, County and City through design, entitlement, construction, lease-up, and management. The day-to-day project lead, Jatin Malhotra, will report directly to (and work closely with) Mr. Gall. Together, both Jatin and Steven will work with MCP on the development agreement. RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com 23 University of Washington, M.B.A. Willamette University, Bachelors REFERENCES DANA LEVY VP, Advisory Principal Chaparral Land Company (805) 444-3550 dana@dirtdeals.com DAVID GOUIN, DIRECTOR Housing and Community Services 90 Santa Rosa Avenue Santa Rosa, CA 95404 Tel. (707) 543-3300 dgouin@srcity.org RUSSELL J. AUSTIN Murphy Austin Adams Schoenfeld LLP 555 Capitol Mall, Suite 850, Sacramento, CA 95814 P: 916.446.2300 x3006 raustin@murphyaustin.com EDUCATION CONTACT (916) 724-3825 sgall@usapropfund.com PARKSIDE AT SYCAMORE West Sacramento, California 62 units | Family Affordable Ground-up development of 62 units of family af- fordable apartment homes developed in partner- ship with City of West Sacramento. $24M project capitalization; financed with 9% tax credits. VINTAGE & LIBERTY AT ALISO Aliso Viejo, California 402 units | Senior Affordable Phase I: Vintage at Aliso is a ground-up develop- ment of 202 units of senior affordable housing on 4 acres. Phase II: Liberty at Aliso is a ground-up development of 200 units of senior affordable. ADEGA Rohnert Park, California 135 units | Market-Rate Class A, new construction general-occupancy proj- ect of 135 units on 6.0 acres. Comprised of seven three-story, garden-style buildings with tuck-under garages at a density of ±22.5 units per acre. Con- struction completed February 2020. BROOKSIDE Lincoln, California 208 units | Family Affordable Rehabilitated by USA in 2016. This project consists of 208 units of family affordable apartment homes. $36M project capitalization; financed with 4% tax credits. HARVEST AT FIDDYMENT Roseville, California 300 units | Market-Rate New construction, general occupancy project of 300 units on approximately 12 acres. Project is comprised of 15 identical three-story, garden-style buildings at a density of 25 units per acre. LANDING AT COLLEGE SQUARE Sacramento, California 270 units | Market-Rate Ground-up development of 270 units of general occupancy, market-rate. Designed with three-story walk-up buildings on 10 acres. Amenities include pool, fitness center, media room, carports and clubhouse. Oct. 12, 2021 Item #8 Page 46 of 111 w SENIOR VICE PRESIDENT CAPITAL MARKETS GROUP California State University, Sacramento Bachelor’s in Business Administration (Real Estate & Land Use Affairs) REFERENCES CHRISTINE WEICHERT Assistant Director Development Finance, SHRA 801 12th Street Sacramento, CA 95814 (916)440-1353 cweichert@shra.org ROY FAERBER Senior Vice President Boston Financial Investment Management, LP 8721 Sunset Boulevard, PH1 Los Angeles, CA 90069 (310) 860-4550 roy.faerber@bfim.com MIKE HEMMENS Managing Director Citi Community Capital 325 E Hillcrest Dr., Suite 160, Thousand Oaks, CA 91360 (805) 557-0933 mike.hemmens@citi.com EDUCATION CONTACT (916) 865-3981 dbobrowsky@usapropfund.com DARREN BOBROWSKY PRINCIPAL | USA PROPERTIES FUND Darren Bobrowsky joined USA Properties Fund, Inc. in December 2010 as Director of Capital Markets Group. In this position, Mr. Bobrowsky oversees procurement and maintenance of debt and equity financing for USA Properties Fund’s projects. In July 2015, Mr. Bobrowsky was named Senior Vice President of Capital Markets Group and became a USA Properties Fund shareholder. Prior to joining USA Properties Fund, Mr. Bobrowsky was Vice President, Acquisitions for Capital Valley Investments (The Ezralow Company). Previous to that, Mr. Bobrowsky was Director of Development Services at Sacramento Housing and Redevelopment Agency (SHRA). During his time at SHRA, he was involved in the development of over 10,000 affordable housing units with total project costs exceeding $1 Billion. Mr. Bobrowsky obtained his Bachelor’s degree in Business Administration (Real Estate and Land Use Affairs) from California State University, Sacramento in 1991. PROJECT ROLES & RESPONSIBILITIES Reporting directly to the President & CEO, Mr. Bobrowsky oversees the procurement and maintenance of debt and equity financing for all of USA Properties’ projects—and will be overseeing these activities for the Project. At the design and conception phase, Mr. Bobrowsky provides valuable real-time feedback on capital markets conditions, which helps to ensure that the development team designs projects that will be financially-feasible and financeable. RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com PARKSIDE AT SYCAMORE West Sacramento, California 62 units | Family Affordable Ground-up development of 62 units of family af- fordable apartment homes developed in partnership with City of West Sacramento. $24M project capital- ization; financed with 9% tax credits. VINTAGE AT SYCAMORE Simi Valley, California 99 units | Senior Affordable Infill redevelopment of a former park site with 99 units of affordable senior apartment homes. Project financing includes Tax Exempt Bonds and subsidy from the City of Simi Valley. Financial partners in- clude WNC and Citibank. VINTAGE AT WOODMAN Los Angeles, California 239 units | Senior Affordable New construction underway. This project consists of 239 units of senior affordable projected to start construction November 2020. Designed by Archi- tects of Orange and financed with 4% credits, Cal- HFA Mixed-Income program and state tax credits. AURORA Gold River, California 162 units | Market-Rate Ground-up development of 162 units of general oc- cupancy market-rate apartment homes. Construc- tion projected to start March 2021. BROOKSIDE Lincoln, California 208 units | Family Affordable Rehabilitated by USA in 2016. This project consists of 208 units of family affordable apartment homes. $36M project capitalization; financed with 4% tax credits. THE AJ Sacramento, California 345 units | Mixed-Income Now under construction. First residential project of the Railyards master plan. In partnership with LDK Ventures, SHRA, HCD and City of Sacramento. Oct. 12, 2021 Item #8 Page 47 of 111 APRIL ATKINSON PRINCIPAL | USA PROPERTIES FUND April Atkinson joined USA Properties Fund in August 2016 as Executive Vice President of USA Multifamily Management, Inc. Mrs. Atkinson oversees management of the company’s almost 90-community portfolio, with com- munities throughout California and Nevada. Mrs. Atkinson, who has more than 20 years of experience in the industry, was most recently Vice President of Property Management for the Irvine Company in the Bay Area. She managed an 8,200-unit portfolio in the Bay Area for the Irvine Company. She earned her MBA from Pepperdine University, The George L. Graziado School of Business Management. PROJECT ROLES & RESPONSIBILITIES Reporting directly to the President & CEO, Mrs. Atkinson is a 20+ year real estate veteran who oversees USA Properties’ affiliated “in-house” property management company (USA Multifamily Management, Inc.). Mrs. Atkinson and her group provide valuable expertise and input during the project design and conception phase, and will ultimately handle the marketing, lease-up, maintenance, management and operations of the Project. RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com 25 Pepperdine University, The George L. Graziado School of Business Management, M.B.A. REFERENCES DAVID W. TYRA Kronick Moskovitz Tiedemann & Girard 400 Capitol Mall, 27th Floor Sacramento, CA 95814 (916) 321-4500 dtyra@kmtg.com JOAN SPEIGEL, CPCU, ARM Bickmore Insurance and Risk Consulting 1750 Creekside Oaks Drive, Suite 200 Sacramento, CA 95833 (510) 286-9030 jspiegel@bickmore.net TATE MCCOY, EVP Lockton Companies of Colorado, Inc. 8110 East Union Ave, #700 Denver, CO 80237 (303) 414-6456 tate.mccoy@lockton.com EDUCATION CONTACT (916) 724-3939 aatkinson@usapropfund.com PRESIDENT USA MULTIFAMILY MANAGEMENT, INC. VINTAGE AT SYCAMORE Simi Valley, California 99 units | Senior Affordable Infill redevelopment of a former park site with 99 units of affordable senior apartment homes. Project financing includes Tax Exempt Bonds and subsidy from the City of Simi Valley. Financial partners in- clude WNC and Citibank. THE LANDING AT ARROYO Simi Valley, California 212 units | Market-Rate Now under construction. This project consists of 212 market-rate units. Project designed by Basse- nian Lagoni. First new market-rate project of signif- icant size to enter the market since 2007. ADEGA Rohnert Park, California 135 units | Market-Rate Class A, new construction general-occupancy proj- ect of 135 units on 6.0 acres. Comprised of seven three-story, garden-style buildings with tuck-under garages at a density of ±22.5 units per acre. Con- struction completed February 2020. VINTAGE AT WOODMAN Los Angeles, California 239 units | Senior Affordable New construction underway. This project consists of 239 units of senior affordable projected to start construction November 2020. Designed by Archi- tects of Orange and financed with 4% credits, Cal- HFA Mixed-Income program and state tax credits. THE AJ Sacramento, California 345 units | Mixed-Income Now under construction. First residential project of the Railyards master plan. In partnership with LDK Ventures, SHRA, HCD and City of Sacramento. TALAVERA Folsom, California 293 units | Market-Rate Talavera is a 293-unit general occupancy, mar- ket-rate community that features upscale amenities, a resort-style pool and a fully-equipped fitness cen- ter. Oct. 12, 2021 Item #8 Page 48 of 111 w Brigham Young University, Master’s in Accounting Brigham Young University, Bachelor’s in Accounting REFERENCES MIKE MORRISON, CPA Novogradac & Company LLP 1160 Battery Street East Building, 4th Floor San Francisco, CA 94111 (415) 356-8025 Mike.Morrison@novoco.com JOAN SPEIGEL, CPCU, ARM Bickmore Insurance and Risk Consulting 1814 Franklin Street, #504 Oakland, CA 94612 (510) 286-9030 jspiegel@bickmore.net ALEX USHAKOV Sr. Business Relationship Manager, VP Wells Fargo 400 Capitol Mall Sacramento, CA 95814 (916) 678.3695 alex.ushakov@wellsfargo.com EDUCATION CONTACT (916) 724-3831 jharmer@usapropfund.com JONNY HARMER Jonathan “Jonny” Harmer joined USA Properties Fund in July 2017 as Chief Financial Officer. Harmer manages accounting, financial, information technology and tax activities for USA Proper- ties. Mr. Harmer, who has over 20 years of accounting experience, was most recently CFO of CV Holdings Inc., a commercial real estate finance company in Newport Beach, California. He has also served as CFO of CORE Realty Holdings LLC and Meridian Development. He earned a Bachelor’s Degree in Accounting and a Master’s Degree in Accounting/Tax from Brigham Young University. He is a Certified Public Accountant (CPA) registered as inactive with the State of California Board of Accountancy. PROJECT ROLES & RESPONSIBILITIES Reporting Directly to the President & CEO, Mr. Harmer manages all of the accounting, financial, information technology, and tax activities for USA Properties Fund. He and his staff will ensure that the all of the Project’s financial, accounting, and tax-related activities are expertly managed. He will also play a key role in evaluating the project’s financial projections. RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com CHIEF FINANCIAL OFFICER USA PROPERTIES FUND, INC. PRINCIPAL | USA PROPERTIES FUND TALAVERA Folsom, California 293 units | Market-Rate Talavera is a 293-unit general occupancy, mar- ket-rate community that features upscale amenities, a resort-style pool and a fully-equipped fitness cen- ter. THE LANDING AT ARROYO Simi Valley, California 212 units | Market-Rate Now under construction. This project consists of 212 market-rate units. Project designed by Basse- nian Lagoni. First new market-rate project of signif- icant size to enter the market since 2007. ADEGA Rohnert Park, California 135 units | Market-Rate Class A, new construction general-occupancy proj- ect of 135 units on 6.0 acres. Comprised of seven three-story, garden-style buildings with tuck-under garages at a density of ±22.5 units per acre. Con- struction completed February 2020. VINTAGE AT WOODMAN Los Angeles, California 239 units | Senior Affordable New construction underway. This project consists of 239 units of senior affordable projected to start construction November 2020. Designed by Archi- tects of Orange and financed with 4% credits, Cal- HFA Mixed-Income program and state tax credits. THE AJ Sacramento, California 345 units | Mixed-Income Now under construction. First residential project of the Railyards master plan. In partnership with LDK Ventures, SHRA, HCD and City of Sacramento. AURORA Gold River, California 162 units | Market-Rate Ground-up development of 162 units of general oc- cupancy market-rate apartment homes. Construc- tion projected to start March 2021. Oct. 12, 2021 Item #8 Page 49 of 111 MODERA GLISAN (PEARL DISTRICT) Portland, Oregon 291 Units | Market-Rate This apartment building is a 12-story, L-shaped high-rise consisting of 291-luxury apartments with high-end amenities, including: spectacular view clu- broom/lounge, roof terraces with pool, fire tables & BBQs on 0.90-acres. MODERA BUCKMAN Portland, Oregon 170 Units | Market-Rate Podium apartment project consisting of 170-luxury apartments in a 7-story (5-levels Type V over 2-lev- els Type I) building over 1-level below-grade parking with 6,650 SF of retail and amenities including: roof terraces and fire tables & BBQs, clubroom/lounge, rock climbing wall/amenity room on a 0.86-acres. MODERA DAVIS (PEARL DISTRICT) Portland, Oregon 204 Units | Market-Rate This apartment building is a 12-story, high-rise and 2-levels of below-grade parking with 204-luxury residences and high-end amenities including; golf simulator, float pod, sauna, roof terrace with fire ta- bles, and BBQs on 0.46-acre. MODERA BELMONT Portland, Oregon 200 Units | Market-Rate Podium apartment project consisting of 200-lux- ury apartments in a 6-story (5 levels Type V over 1 level Type I) building over 1-level below-grade parking and 11,362 retail SF with amenities, includ- ing: roof terrace, clubroom, virtual reality/gaming room, and community courtyard on 0.86-acres. MODERA PEARL (PEARL DISTRICT) Portland, Oregon 290 Units | Market-Rate This apartment building is a 9-story, high-rise and 2-levels of below-grade parking with 290-luxu- ry apartments and high-end amenities, including: movie viewing room, roof terrace with spa, fire ta- bles, operable trellis, and BBQs on 0.92-acres. TESSERA ORENCO STATION Hillsboro, Oregon 304 Units | Market-Rate “Wrap-style” apartment project consisting of 304-apartments in three (3) 4-story buildings, in- cluding 7,000 square feet of retail, and a 5-level above-grade parking structure over a 4.25-acre site. TONY PISCITELLO PROJECT ROLES & RESPONSIBILITIES RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com 27 REFERENCES EDUCATION CONTACT (916) 724-3856 tpiscitello@usapropfund.com PRESIDENT USA CONSTRUCTION MANAGEMENT, INC. Mr. Tony Piscitello joined USA Properties in June 2020 as President of USA Construction Man- agement, and oversees all aspects of construction. Mr. Piscitello has three decades of construction management experience, most recently with market-rate apartment communities, an expanding focus of USA Properties. Before joining USA Properties, Mr. Piscitello was Vice President of Con- struction for Mill Creek Residential Trust, where he oversaw the company’s multifamily projects in Portland, Oregon since 2015. The national company recently completed three high-profile mar- ket-rate apartment communities in Portland. Mr. Piscitello was also Senior Project Manager for the Holland Partner Group in Vancouver, Washington, a fully integrated real estate company much like USA Properties. Mr. Piscitello, who earned a bachelor’s degree in Construction Management from Cal Poly-San Luis Obispo, started his construction management career in San Diego, with Centex/ MH Golden Construction Company and later B&G Consultants. Cal Poly, San Luis Opispo Construction Management KEY TEAM MEMBER | USA PROPERTIES FUND Mr. Piscitello leads USA Construction Management in the successful completion of all construction activities of USA Properties Fund and is responsible for managing the profit and loss expectations for this department. He provides long-term vision of the Construction department, including busi- ness awareness, critical analysis, integration of information, and develops action-oriented plans. Mr. Piscitello models and promotes the company’s core values and expectations in a systematic and proactive way. ROSALIE MERKS Director of Real Estate Development AAA Management, LLC 1450 Frazee Road, Suite 414 San Diego, CA 92108 (619) 403-4338 rmerks@aaamanagementllc.com DAN DIAS Economic and Community Development Director City of Hillsboro, Oregon 150 E. Main Street Hillsboro, OR 97123-4028 (503) 681-5275 dan.dias@hillsboro-oregon.gov STEVE STEWART Facilities Engineering Manager City of Carlsbad, California 1200 Carlsbad Village Drive Carlsbad, CA 92008 (760) 317-3508 steven.stewart@carlsbadca.gov Oct. 12, 2021 Item #8 Page 50 of 111 ACQUISITIONS MANAGER University of California, Davis Bachelor of Science in Managerial Economics REFERENCES ANNIE GERARD VP, Advisory Myers Research 3200 Bristol Street Suite 640 Costa Mesa, CA 92626 (714) 619-7856 agerard@meyersresearchllc.com IONE STEIN President Ione Real Estate, Inc. 615 N. Hillcrest Rd. Beverly Hills, CA 90210 (310) 281-2590 Office ione@ionerealestate.com MIKE HEMMENS Managing Director Citi Community Capital 325 E Hillcrest Dr., Suite 160, Thousand Oaks, CA 91360 (805) 557-0933 mike.hemmens@citi.com EDUCATION CONTACT (916) 724-3892 jmalhotra@usapropfund.com JATIN MALHOTRA KEY TEAM MEMBER | USA PROPERTIES FUND Jatin Malhotra joined USA Properties Fund in 2014 as an Acquisitions Coordinator and was soon promoted to an Acquisitions Specialist and then Acquisitions Manager. He supports the Acquisition Department in identification, evaluation and execution of acquisition and develop- ment opportunities. In his role, he regularly communicates with brokers, property owners, city officials, lenders and title companies. Prior to joining USA, Mr. Malhotra worked as an Associate Consultant for Development & Financial Advisory and an Assistant Project Manager for Fulcrum Property where he was involved in acquisition, development and entitlement of various projects in the Sacramento and Bay area. Mr. Malhotra earned a Bachelor of Science degree in Managerial Economics from the Univer- sity of California, Davis in June 2012. He is also a Licensed Real Estate Salesperson. PROJECT ROLES & RESPONSIBILITIES As part of the Acquisitions team at USA, Mr. Malhotra will work very closely with EVP, Steven Gall to work through the Development Agreement with MCP. While serving the main point of contact for MCP, he will lead USA’s due diligence coordination and approval with Vice President, Development Entitlements, Royce Patch and Vice President of Architecture, Sean Reynolds. RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com HARVEST AT FIDDYMENT Roseville, California 300 units | Market-Rate New construction, general occupancy project of 300 units on approximately 12 acres. Project is comprised of 15 identical three-story, garden-style buildings at a density of 25 units per acre. VINTAGE AT WOODMAN Los Angeles, California 239 units | Senior Affordable New construction underway. This project consists of 239 units of senior affordable projected to start construction November 2020. Designed by Archi- tects of Orange and financed with 4% credits, Cal- HFA Mixed-Income program and state tax credits. COLLEGE CREEK Santa Rosa, California 164 units | Family Affordable Ground-up development of 164 units in one, two and three-bedroom units in partnership with Coun- ty of Sonoma. Project has been entitled and on tar- get to start construction Q4 2021. THE LANDING AT ARROYO Simi Valley, California 212 units | Market-Rate Now under construction. This project consists of 212 market-rate units. Project designed by Basse- nian Lagoni. First new market-rate project of sig- nificant size to enter the market since 2007. VINTAGE & LIBERTY AT ALISO Aliso Viejo, California 402 units | Senior Affordable Phase I: Vintage at Aliso is a ground-up develop- ment of 202 units of senior affordable housing on 4 acres. Phase II: Liberty at Aliso is a ground-up development of 200 units of senior affordable. VINTAGE AT SYCAMORE Simi Valley, California 99 units | Senior Affordable Infill redevelopment of a former park site with 99 units of affordable senior apartment homes. Proj- ect financing includes Tax Exempt Bonds and sub- sidy from the City of Simi Valley. Financial partners include WNC and Citibank. Oct. 12, 2021 Item #8 Page 51 of 111 GABE GARDNER ACQUISITIONS MANAGER KEY TEAM MEMBER | USA PROPERTIES FUND Gabriel Gardner (Principle) joined USA Property Fund, Inc. in 2020 as a lead acquisition fo- cused on affordable and market rate developments. Prior to USA, Mr. Gardner was with JCM Partners LLC out of Concord, CA where he led acquisitions, disposition, and asset manage- ment for a portfolio of over 6000 units, valued in excess of 1B dollars. Gabe was instrumental in the successful sale of all 42 large multifamily assets in the company, through its liquidation into early 2020. His responsibilities included sourcing deals, contract negotiations, risk man- agement, acquisitions, dispositions, property management, construction management, and asset management. Mr. Gardner acquisition expertise includes value-add investments and note purchases, land entitlement and development, as well as directly sourcing deals from principles and rela- tionships. Prior to joining USA, Mr. Gardner was a top 3 multifamily apartment broker with a major national brokerage firm, having led sales in the Sacramento and surrounding regions from 2012-2017. Mr. Gardner received a B.A in Human Biology from Stanford University, and a degree in financial planning from UCLA. PROJECT ROLES & RESPONSIBILITIES As part of the Acquisitions team at USA, Mr. Gardner will work very closely with EVP, Steve Gall to work through the Purchase and Sale Agreements and Entitlement process through to closing. Gabe has led USA’s due diligence coordination and approval with Vice President, Development Entitlements, Milo Terzich and Vice President of Architecture, Sean Reynolds. RELEVANT PROJECT EXPERIENCE 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150www.usapropfund.com Stanford University, BA UCLA, CFP REFERENCES SANFORD D. SIGAL President and CEO NewMark Merrill Companies, Inc. Woodland Hills, CA 818-710-6100 ssigal@newmarkmerrill.com BRIAN REIN Chief Operating Officer JCM Partners, LLC Concord, CA brian@rent-one.com SARAH HIRSCHMAN - CEO United States Olympic Committee DAVID MOGAVERO Principle Mogavero Architects dmogavero@mogaveroarchitects.com EDUCATION CONTACT (916) 865-3987 ggardner@usapropfund.com CA DRE #01937972 ACCOMPLISHMENTS 2008 Olympic Gold Medalist Two Time Olympian (04’ 08’) 29 AURORA Gold River, California 162 units | Market-Rate New construction, ground-up development of 162 units of general occupancy market-rate apartment homes. USA is the developer, general contractor and property manager. Construction projected to start March 2021. FOLSOM SCHOLAR Folsom, California 110 units | Senior Affordable Folsom Scholar is a 110-unit, senior affordable proj- ect compromising of one-bedroom units. Construc- tion to begin September 2021. Project is located in the heart of Folsom near USA’s market-rate Tala- vera project. TERRACINA AT LANCASTER Lancaster, California 264 units | Family Affordable Ground-up development of 264 units of family af- fordable apartment homes. Construction projected to start June 2021. PROMENADE PARK APARTMENTS Lodi, California 90 units | Market-Rate Existing 100% Acquisition Rehab Project. 100% of all interiors and the entire exterior of the project was fully renovated in 2019, prior to disposition at 60% IRR. THE LANDMARK Lodi, California 90 units | Market-Rate Existing 100% Acquisition Rehab Project. 100% of all interiors and the entire exterior of the project was fully renovated in 2020. Prior to disposition, this project was at 90% IRR. DIABLO VIEW Concord, California 73 units | Market-Rate Existing Acquisition Rehab Project. 75% of the in- teriors and 100% of exterior rehab was completed prior to disposition in 2018, at 55% IRR. Oct. 12, 2021 Item #8 Page 52 of 111 USA AFFILIATIONS USA is an active member in the Urban Land Institute, and has executives as board members on the California Building Industry Association, Institute of Real Estate Management, North State Building Industry Association and HomeAid, California Housing Consortium, National Multi-Housing Council, American Seniors Housing Association and the National Association of Home Builders. The company also holds a California Department of Real Estate Brokers License as well as contractors’ licenses in California for both USA Properties Fund, Inc. and USA Construction Management, Inc. NATIONAL MULTI-HOUSING COUNCIL CA BUILDING INDUSTRY ASSOCIATION INSTITUTE OF REAL ESTATE MANAGEMENT NORTH STATE BUILDING INDUSTRY ASSOCIATION CALIFORNIA HOUSING CONSORTIUM AMERICAN SENIORS HOUSING ASSOCIATION HOMEAID NATIONAL ASSOCIATION OF HOME BUILDERS URBAN LAND INSTITUTE CA REAL ESTATE BROKERS LICENSE CA DRE #00681197 CONTRACTOR’S LICENSE IN CALIFORNIA CONTRACTOR’S LICENSE IN CALIFORNIA USA Properties Fund, Inc. (USAPF)CA Contractors License # 405116 USA Construction Management, Inc. (USACM)CA Contractors License # 912545 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 30 Oct. 12, 2021 Item #8 Page 53 of 111 THE JB BROWN FUND CREATING OPPORTUNITIES TO FULFILL DREAMS Since 2011, the JB Brown Fund, a partnership between USA Properties Fund, Inc. and LifeSTEPS, has been helping residents at USA owned and managed commu- nities. We provide seniors and families assistance so that they can remain in their homes during a financial crisis, and we provide scholarships so that residents can im- prove their lives by attending a university, vocational or trade school, or through participation in youth sports. The JB Brown Fund is named after the founder of USA, who was committed to improving the lives of residents and was a leading proponent of lifelong education. USA is committed to building a better future for its residents, from elementary-age children participating in sports to seniors living on a fixed income who suddenly face an unexpected expense. USA, through the JB Brown Fund, helps residents achieve their dreams and sponsors activ- ities that enhance their lives. LifeSTEPS is a 501(c)(3) nonprofit organization; your donation is tax deductible. For additional information or to make a donation, please visit www.jbbrownfund.org. JB BROWN FUND USA CREATINGOPPORTUNITIES3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | www.usapropfund.com 31 Oct. 12, 2021 Item #8 Page 54 of 111 This document has been prepared by USA Properties Fund, Inc. for advertising and general information only. USA Properties, Inc. makes no guarantees, representations or warranties of any kind, expressed or implied, regarding the information including, but not limited to, warranties of content, accuracy and reliability. USA Properties Fund, Inc. ex- cludes unequivocally all inferred or implied terms, conditions and warranties arising out of this document and excludes all liability for loss and damages arising there from. This publication is the copyrighted property of USA Properties Fund, Inc. and/or its licensor(s). ©2020. All rights reserved. USA PROPERTIES FUND, INC. 3200 Douglas Blvd., Suite 200 Roseville, CA 95661 (916) 773-6060 www.usapropfund.com Oct. 12, 2021 Item #8 Page 55 of 111 Oct. 12, 2021Item #8 Page 56 of 111 Oct. 12, 2021Item #8 Page 57 of 111 Oct. 12, 2021Item #8 Page 58 of 111 Oct. 12, 2021Item #8 Page 59 of 111 Oct. 12, 2021Item #8 Page 60 of 111 Oct. 12, 2021Item #8 Page 61 of 111 Oct. 12, 2021Item #8 Page 62 of 111 Oct. 12, 2021Item #8 Page 63 of 111 Oct. 12, 2021Item #8 Page 64 of 111 Oct. 12, 2021Item #8 Page 65 of 111 Oct. 12, 2021Item #8 Page 66 of 111 Oct. 12, 2021Item #8 Page 67 of 111 CREATING OUTSTANDING COMMUNITIES Oct. 12, 2021 Item #8 Page 68 of 111 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com USA Construction Management Inc. has been building multifamily communities throughout California and Nevada for over 30 years. Our expert staff members provide input throughout all stages of a project, from planning to delivery of the certificates of occupancy. We use the best subcontractors who share in our beliefs of standing behind our work, demanding exact results and paying full attention to detail every time. It is this full service, hands on approach that has led to the successful completion of construction and or rehabilitation of over 11,000 multifamily units and allowed USA Construction Management to build a team that includes over 100 years of experience that incorporates a high level of ethics and professionalism into every aspect of a project. New Construction Expert Services – Talent is the keystone to success Licensed under the California Contractors’ Contractor’s License #912545, USA Construction Management, Inc., Owner’s Representative Team consists of degreed construction managers, registered and degreed architects, and many other seasoned professionals, all of whom have extensive construction experience in the private sector. With the aid of our qualified team, owners and developers will reap the benefits of a comprehensive approach. Our focus is on the four most critical aspects of any project: cost control, schedule, quality Construction Management Overview 2.Oct. 12, 2021 Item #8 Page 69 of 111 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com and safety. We have the ability to assist with everything from strategic master planning to post-construction warranty service. Our strength comes from utilizing a team- based approach where team members work closely with the project’s owner, architect and consultants to provide input during every phase of the construction process. Our team’s input starts at the conceptual stages of a project’s design and continues through the completion of construction, when the project is operational and occupied. USA can provide input on budget, schedule, constructability, phasing, and logistical issues. As the design progresses, we can lead value engineering meetings with experienced subcontractors to create maximum value without compromising program, function or design intent. Our management team reviews project Once construction starts, USA’s scheduling procedure requires, at a minimum, a monthly review of the Project’s status during the Project Team Meeting. The Project Management Team will address the project status, including current information on submittals, RFI’s and change orders with the entire team. USA’s goal is to ensure that the schedule completion date is met, and we have an excellent track record of on-time and on-budget projects completed throughout California and Nevada. Owners and developers can reap the benefits from our comprehensive approach to the four most critical aspects of any project: cost control, schedule, quality and safety. We have the ability to assist with everything from strategic master planning to post- construction warranty service. Construction Management Overview 3.Oct. 12, 2021 Item #8 Page 70 of 111 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com Excellent field supervision is another key to our success. Combined, our staff has over 100 years of experience working in the construction industry. Owners can feel confident knowing that each of our staff has successfully built multifamily projects for USA for an average of over 12 years. Our superintendents’ leadership abilities, thorough an advanced understanding of plans, product specifications and construction methods, are unparalleled. Combined with the foresight to find the most efficient method of completing project construction, these skills are the backbone to USA’s success. Each of our superintendents brings an unsurpassed knowledge of building, fire/life safety, and ADA (American with Disabilities) codes, while keeping the highest level of job site safety awareness. This sustained level of excellence has allowed USA to maintain strong relationships with our subcontractors, consultants and local jurisdictions. These facets combine to create a team that is second to none and has allowed USA to complete over 11,000 units of high quality apartment homes using the most efficient methods while delivering all projects on time and on budget. Expert Site Supervision 4.Oct. 12, 2021 Item #8 Page 71 of 111 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com Conceptual estimating Consultant interview Detailed estimating Historical Cost Analysis Due diligence and Site evaluation Input from qualified, reliable subcontractors Develop construction budgets Provide on-going cost estimates to achieve budget goals Lead team coordination and communication with Owner’s representatives Perform constructability reviews and modifications as required Back check review of drawings to ensure that all work is coordinated Provide value engineering with related alternates Coordinate required permitting and utility connections Develop, monitor, and update the project schedule Site logistics/Phasing plans Coordination of project bid activity Material submittals Prevailing Wage/Davis Bacon compliance Preconstruction services include: 5.Oct. 12, 2021 Item #8 Page 72 of 111 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com Professional Construction Managementand General Contracting Services Project Management Provide reconstruction services (detailed above) Provide field administration and construction office Implement Quality Assurance Program Coordinate plans and specifications Ensure proactive Risk Management throughout Implement Corporate Safety Program Establish and maintain cost control procedures with schedule of values Provide project scheduling Direct and perform onsite work per schedule Conduct progress meetings with the Team Generate, monitor and respond to all RFI’s and ASI’s Initiate and complete project closeout process 6.Oct. 12, 2021 Item #8 Page 73 of 111 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com On Site Supervision Provide daily supervision by highly qualified and experienced superintendent Coordinate loan draw inspections Provide quality control Coordinate all plans and specifications Provide safety monitoring Ensure prevailing Wage and Davis Bacon compliance Provide preliminary notice tracking and monitoring Provide Loan draw processing and administration Provide Joint check processing Provide Contract management Ensure prevailing Wage/Davis Bacon compliance Contract Administration Post Construction Provide Project documentation Provide “As Built” drawings Furnish operations and maintenance manuals Provide Warranty services 7.Oct. 12, 2021 Item #8 Page 74 of 111 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com Green Building & Sustainable Practices USA Properties Fund utilizes Build It Green building standards to promote integrated communities, energy and water conservation, resource conservation, and healthier indoor environments. In a collaborative method involving USA Multifamily Development, USA Construction Management and USA Multifamily Management teams, USA Properties Fund has established its green building standards in accordance with Build It Green guidelines, meeting a minimum threshold Build-It-Green score of 100 on new construction projects. USA Multifamily Development has certified Green Building Professionals on staff and are Build It Green members. USA Construction Management employs the Build It Green sustainable methods. USA Multifamily Management supports and maintains the sustainable components in the management of completed multifamily community construction projects. USA Properties Fund adheres to Build It Green standards utilizing design features such as: Jobsite Storm Water Pollution Prevention Plans (SWPPP) 65% recycled job site construction waste Energy efficient interior and exterior lighting fixture Water saving and low-flow devices in kitchens and baths High Efficiency toilet Low flow 2 gpm shower heads Low flow 1.5 gpm faucets baths; 2.2 gpm kitchen All “Energy Star” Rated appliances Gas cooking, heat and water heating Ceiling fans in bedrooms and living room CRI green-label, carpeting and pad Non-smoking multifamily communities Engineered water management filtering system Exceed Title 24 efficiencies by at least 15% Solar technology 8.Oct. 12, 2021 Item #8 Page 75 of 111 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com Property Rehabilitation and Capital Improvement Programs USA Properties Fund has successfully provided Rehabilitation and Capital Improvement services to a number of physically distressed properties. USA personnel, with extensive construction and rehabilitation experience, are uniquely qualified to determine physical deficiencies and the need for capital improvements through extensive interior and exterior inspections. Often, rehabilitating a property coupled with professional management will enhance the occupancy standard of the property. A rehabilitation program will also significantly reduce the on-going operating costs of a property. Our success in the rehabilitation is first established by an action plan and detailed budget. We then take the action plan and budget and create a final scope of work for the project. We implement the scope of work with the assistance of the property management staff, thereby minimizing disruption to the community residents. During the rehabilitation process, we are continually evaluating the physical condition of the buildings. We pride ourselves in the ability to adjust to the changing project field conditions while working within the established budgetary guidelines. The ultimate achievement of our rehabilitation process is in converting a Class C property into a Class A community. Before Restoration After Restoration 9.Oct. 12, 2021 Item #8 Page 76 of 111 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com USA Construction Key Staff Members Santiago del Rio Vice President, Project Management Tony Piscitello President Mr. Tony Piscitello joined USA Properties in June 2020 as President of USA Construction Management, and oversees all aspects of construction. Mr. Piscitello has three decades of construction management experience, most recently with market-rate apartment communities, an expanding focus of USA Properties. Before joining USA Properties, Mr. Piscitello was Vice President of Construction for Mill Creek Residential Trust, where he oversaw the company's multifamily projects in Portland, Ore., since 2015. The national company recently completed three high-profile market-rate apartment communities in Portland. Mr. Piscitello was also Senior Project Manager for the Holland Partner Group in Vancouver, Wash., a fully integrated real estate company much like USA Properties. Mr. Piscitello, who earned a bachelor's degree in Construction Management from Cal Poly-San Luis Obispo, started his construction management career in San Diego, with Centex/MH Golden Construction Company and later B&G Consultants. 10. Mr. Santiago del Rio joined USA Properties in 2006, and he is actively involved in the day-to-day development and construction efforts of multi- million dollar projects, from planning to completion, placing equal focus on cost, quality, and safety. Before joining USA Properties Fund, Mr. del Rio was Director of Maintenance at Renovation Operations in Northern California for Lyon Apartment Communities (now known as Lyon Living). Mr. del Rio’s ability to build a positive rapport with USA Properties Fund teams, investor partners, consultants- combined with his technical expertise- has allowed him to successfully oversee the development, construction, and renovation of over 4,000 units during his tenure. Notably, this includes the completion of two communities in the South Sacramento area during the Great Recession. Mr. del Rio is also committed to sharing his skills with the next generation of workers in the industry through his work to develop an internship program. Mr. Santiago del Rio graduated with a Bachelor of Architecture and an MBA from CalPoly San Luis Obispo and maintains a California General Contractor’s license. Mr. del Rio is actively involved in the day-to-day construction efforts of projects, from planning to completion. Oct. 12, 2021 Item #8 Page 77 of 111 3200 Douglas Blvd., Suite 200 • Roseville, CA 95661 • 916.773.6060 • construction@usapropfund.com • usapropfund.com USA Construction Key Staff Members Patrick McGuirk Vice President, Estimating Patrick McGuirk joined USA Properties Fund as an intern assisting a construction superintendent in 2006, when he was a freshman at California State University, Sacramento. His attention to detail, hard work and task-focused approach as an intern helped him get a position as a construction estimator with the company two years later – while also being a full-time student and junior majoring in Construction Management. Mr. McGuirk was promoted to Vice President of Estimating and Scheduling in summer 2018. In the critical position, Mr. McGuirk oversees the estimating process, and establishes and oversees the activity timelines for projects. He is deeply involved in each project, from the conceptual stage – including the initial cost estimate – to handling construction-related documents. Mr. McGuirk also works closely with USA Properties’ project managers and superintendents ensuring projects remain on schedule and completed on time. By combining on-site visits with the latest management technology, he can keep projects on task. 11. Bob Tarter General Superintendent Longtime contractor Mr. Bob Tarter was promoted to General Superintendent of USA Properties Fund in January 2021, and supervises the field operations for all new construction and renovation projects. Mr. Tarter brings more than four decades of construction experience to the position, including in quality control and safety. During this time in the industry, Mr. Tarter owned a concrete construction company for 20 years which gives him practical experience and insight to the damands of all phases of a construction project. Mr. Tarter joined USA Properties as a Maintenance Tech Supervisor in September 2015, but was quickly promoted and assigned to supervise an extensive renovation of the then- recently purchased Brookside Crossing, an affordable family apartment community in Lincoln. Soon after, he managed construction of Newark Station, an affordable senior community in the Bay Area, and followed with the supervision of Harvest at Fiddyment Ranch, a market-rate community in Roseville completed in late-2019. “It’s a great feeling to take a bare piece of ground … and develop a finished project that provides much- needed housing,” he said. Oct. 12, 2021 Item #8 Page 78 of 111 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150 | www.usapropfund.com 1 USA PROPERTIES FUND, INC. USA COMMUNITIES | LIHTC FINANCING CREATING OUTSTANDING COMMUNITIES PROJECT FINANCING LOCATION NO. UNITS 1 Alderbrook Heights 4% LIHTC (Tax Credits) with Tax Exempt Bonds Santa Rosa, CA 32 2 Amanda Park 4% LIHTC (Tax Credits) with Tax Exempt Bonds Murrieta, CA 397 3 Arbor Creek Family 9% LIHTC (Tax Credits)Sacramento, CA 102 4 Arbor Creek Senior 4% LIHTC (Tax Credits) with Tax Exempt Bonds Sacramento, CA 60 5 Avendia Crossing 4% LIHTC (Tax Credits) with Tax Exempt Bonds Lancaster, CA 77 6 Brookside Crossing 4% LIHTC (Tax Credits) with Tax Exempt Bonds Lincoln, CA 208 7 Campina Court**4% LIHTC (Tax Credits) with Tax Exempt Bonds La Mesa, CA 60 8 Clayton Crossing 4% LIHTC (Tax Credits) with Tax Exempt Bonds Concord, CA 296 9 Copperstone Village I 4% LIHTC (Tax Credits) with Tax Exempt Bonds Sacramento, CA 103 10 Cottage Estates 4% LIHTC (Tax Credits) with Tax Exempt Bonds Sacramento, CA 152 11 Creekside Village 4% LIHTC (Tax Credits) with Tax Exempt Bonds Sacramento, CA 296 12 Fair Plaza Senior Apartments 4% LIHTC (Tax Credits) with Tax Exempt Bonds Woodland, CA 68 13 Forestwood at Folsom 4% LIHTC (Tax Credits) with Tax Exempt Bonds Folsom, CA 55 14 Heritage Park at Arcadia 4% LIHTC (Tax Credits) with Tax Exempt Bonds Arcadia, CA 54 15 Heritage Park at Glendale 4% LIHTC (Tax Credits) with Tax Exempt Bonds Glendale, CA 52 16 Heritage Park at Hilltop 4% LIHTC (Tax Credits) with Tax Exempt Bonds Richmond, CA 192 17 Heritage Park at Monrovia 4% LIHTC (Tax Credits) with Tax Exempt Bonds Monrovia, CA 78 18 Heritage Park at Tustin 4% LIHTC (Tax Credits) with Tax Exempt Bonds Tustin, CA 54 19 Heritage Park at Woodman 4% LIHTC (Tax Credits) with Tax Exempt Bonds Panorama City, CA 155 20 Huntington Plaza 4% LIHTC (Tax Credits) with Tax Exempt Bonds Huntington Park, CA 184 21 Las Serenas 9% LIHTC (Tax Credits)Simi Valley, CA 108 22 Liberty at Aliso 4% LIHTC (Tax Credits) with Tax Exempt Bonds Aliso Viejo, CA 200 23 Mayfair Court 4% LIHTC (Tax Credits) with Tax Exempt Bonds San Jose, CA 93 24 Newark Station 4% LIHTC (Tax Credits) with Tax Exempt Bonds Newark, CA 75 25 Parkside at Sycamore 9% LIHTC (Tax Credits)West Sacramento, CA 62 26 Quail Run 4% LIHTC (Tax Credits) with Tax Exempt Bonds San Leandro, CA 104 27 Quartz Ridge 9% LIHTC (Tax Credits)Auburn, CA 64 Oct. 12, 2021 Item #8 Page 79 of 111 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150 | www.usapropfund.com 2USA PROPERTIES FUND, INC. USA COMMUNITIES | LIHTC FINANCING CREATING OUTSTANDING COMMUNITIES PROJECT FINANCING LOCATION NO. UNITS 28 Rancho Carrillo Conventional Carlsbad, CA 116 29 Regency Court**4% LIHTC (Tax Credits) with Tax Exempt Bonds Monrovia, CA 115 30 Riverbank Family Apartments 9% LIHTC (Tax Credits)Riverbank, CA 65 31 Riverstone Apartments 4% LIHTC (Tax Credits) with Tax Exempt Bonds Antioch, CA 136 32 Sierra Sunrise I 4% LIHTC (Tax Credits) with Tax Exempt Bonds Carmichael, CA 119 33 Sierra Sunrise II 9% LIHTC (Tax Credits)Carmichael, CA 20 34 Silverado Creek 4% LIHTC (Tax Credits) with Tax Exempt Bonds Sacramento, CA 168 35 Terracina at Cathedral City 9% LIHTC (Tax Credits)Cathedral City, CA 80 36 Terracina at Laguna Creek 9% LIHTC (Tax Credits)Elk Grove, CA 136 37 Terracina at Morgan Hill I 9% LIHTC (Tax Credits)Morgan Hill, CA 76 38 Terracina at Morgan Hill II 9% LIHTC (Tax Credits)Morgan Hill, CA 72 39 Terracina at Park Meadows 4% LIHTC (Tax Credits) with Tax Exempt Bonds Elk Grove, CA 144 40 Terracina at Reno 9% LIHTC (Tax Credits)Reno, NV 142 41 Terracina at Santa Rosa 9% LIHTC (Tax Credits)Santa Rosa, CA 99 42 Terracina at Spring Lake 4% LIHTC (Tax Credits) with Tax Exempt Bonds Woodland, CA 156 43 Terracina at Vineyard 9% LIHTC (Tax Credits)Sacramento, CA 64 44 Terracina at Wildhorse 4% LIHTC (Tax Credits) with Tax Exempt Bonds Davis, CA 70 45 Terracina Elk Grove 9% LIHTC (Tax Credits)Elk Grove, CA 124 46 Terracina Gold I 9% LIHTC (Tax Credits)Sacramento, CA 120 47 Terracina Gold II 4% LIHTC (Tax Credits) with Tax Exempt Bonds Sacramento, CA 160 48 Terracina Meadows 9% LIHTC (Tax Credits)Sacramento, CA 156 49 Terracina Oaks 9% LIHTC (Tax Credits)Auburn, CA 56 50 Tierra Springs 4% LIHTC (Tax Credits) with Tax Exempt Bonds Santa Rosa, CA 98 51 Verbena Crossing 9% LIHTC (Tax Credits)Desert Hot Springs, CA 96 52 Villa Cortina 9% LIHTC (Tax Credits)La Quinta, CA 116 53 Villa Siena 9% LIHTC (Tax Credits)Lake Elsinore, CA 126 54 Village Crossing 9% LIHTC (Tax Credits)Elk Grove, CA 196 Oct. 12, 2021 Item #8 Page 80 of 111 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150 | www.usapropfund.com 3 USA PROPERTIES FUND, INC. USA COMMUNITIES | LIHTC FINANCING CREATING OUTSTANDING COMMUNITIES PROJECT FINANCING LOCATION NO. UNITS 55 Vintage at Stonehaven 4% LIHTC (Tax Credits) with Tax Exempt Bonds Yorba Linda, CA 125 56 Vintage Aliso 4% LIHTC (Tax Credits) with Tax Exempt Bonds Aliso Viejo, CA 202 57 Vintage at Kendall 4% LIHTC (Tax Credits) with Tax Exempt Bonds San Bernardino, CA 178 58 Vintage at Laguna 4% LIHTC (Tax Credits) with Tax Exempt Bonds Elk Grove, CA 158 59 Vintage at Laguna II 4% LIHTC (Tax Credits) with Tax Exempt Bonds Elk Grove, CA 69 60 Vintage at Snowberry 4% LIHTC (Tax Credits) with Tax Exempt Bonds Riverside, CA 224 61 Vintage at Woodman 4% LIHTC (Tax Credits) with Tax Exempt Bonds Los Angeles, CA 239 62 Vintage Brook 9% LIHTC (Tax Credits)Concord, CA 148 63 Vintage Canyon 9% LIHTC (Tax Credits)Brea, CA 105 64 Vintage Chateau 4% LIHTC (Tax Credits) with Tax Exempt Bonds Petaluma, CA 240 65 Vintage Chateau II 4% LIHTC (Tax Credits) with Tax Exempt Bonds Petaluma, CA 68 66 Vintage Court 4% LIHTC (Tax Credits) with Tax Exempt Bonds Union City, CA 125 67 Vintage Crest 4% LIHTC (Tax Credits) with Tax Exempt Bonds Moorpark, CA 190 68 Vintage Crossing 9% LIHTC (Tax Credits)Canoga Park, CA 161 69 Vintage Desert Rose 4% LIHTC (Tax Credits) with Tax Exempt Bonds Las Vegas, NV 184 70 Vintage Gardens 4% LIHTC (Tax Credits) with Tax Exempt Bonds West Covina, CA 188 71 Vintage Glen 9% LIHTC (Tax Credits)Sacramento, CA 124 72 Vintage Grove 9% LIHTC (Tax Credits)La Verne, CA 110 73 Vintage Hills 4% LIHTC (Tax Credits) with Tax Exempt Bonds Reno, NV 200 74 Vintage Knolls 9% LIHTC (Tax Credits)Sacramento, CA 92 75 Vintage Natomas Field 4% LIHTC (Tax Credits) with Tax Exempt Bonds Natomas, CA 200 76 Vintage Oaks 4% LIHTC (Tax Credits) with Tax Exempt Bonds Citrus Heights, CA 241 77 Vintage Park 9% LIHTC (Tax Credits)Santa Rosa, CA 120 78 Vintage Paseo 4% LIHTC (Tax Credits) with Tax Exempt Bonds Simi Valley, CA 176 79 Vintage Pointe 9% LIHTC (Tax Credits)Oceanside, CA 136 80 Vintage Pointe II 4% LIHTC (Tax Credits) with Tax Exempt Bonds Oceanside, CA 186 81 Vintage Shores 4% LIHTC (Tax Credits) with Tax Exempt Bonds San Clemente, CA 122 Oct. 12, 2021 Item #8 Page 81 of 111 3200 Douglas Blvd., Suite 200, Roseville, CA 96551 | Ph: (916) 773-6060 | Fax: (916) 786-8150 | www.usapropfund.com 4USA PROPERTIES FUND, INC. USA COMMUNITIES | LIHTC FINANCING CREATING OUTSTANDING COMMUNITIES PROJECT FINANCING LOCATION NO. UNITS 82 Vintage Square at Westpark 4% LIHTC (Tax Credits) with Tax Exempt Bonds Roseville, CA 152 83 Vintage Sycamore 4% LIHTC (Tax Credits) with Tax Exempt Bonds Simi Valley, CA 99 84 Vintage Terrace 9% LIHTC (Tax Credits)Corona, CA 200 85 Vintage Willow Creek 4% LIHTC (Tax Credits) with Tax Exempt Bonds Folsom, CA 184 86 Vintage Woods 4% LIHTC (Tax Credits) with Tax Exempt Bonds Fair Oaks, CA 185 87 Vintage Zinfandel 4% LIHTC (Tax Credits) with Tax Exempt Bonds Santa Rosa, CA 129 Oct. 12, 2021 Item #8 Page 82 of 111 1-...•••m••�� tliill r,.,,., •• PROPERTIES FUND April 7, 2021 VIA ELECTRONIC MAIL Mr. David de Cordova Housing Services Manager City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 760-434-2935 Re: Affordable Housing -Subsidy Request Dear Mr. de Cordova: On behalf of USA Properties and New Urban West (NUW), we look forward to advancing the affordable housing component of the Marja Acres master-planned community in the City of Carlsbad. As you know, the Marja Acres project received unanimous City Council approval on November 3, 2020. Based on our discussions, the enclosed application serves to formally request financial assistance in order to lower the affordability level on five (5) of the affordable housing units from 50% AMI to 30% AMI. This deeper level of affordability will increase the overall community benefit associated with the affordable units and facilitate greater accessibility to housing for extremely low-income seniors. As you are aware, the current climate in California to secure state affordable housing bond allocations and state low-income housing tax credits is very competitive and the development team believes that the lower affordability for these five (5) units of affordable housing will increase the project's prospects of securing bonds and credits. In addition, local financial assistance from the City of Carlsbad will further improve our competitiveness to secure the bond allocations needed to deliver the affordable units at these deeper levels of affordability. In addition, the development team believes the Marja Acres site is ideally suited for an affordable housing project due to the area's walkability, proximity to transit and shopping opportunities for the future low-income seniors at the site. The affordable housing project is also well-integrated into the overall Marja Acres master plan. Based on our proposal to deepen the affordability of five affordable housing units to 30% AMI, our request for financial assistance is as follows: EXHIBIT 6 Oct. 12, 2021 Item #8 Page 83 of 111 Mr. David de Cordova April 8, 2021 Page 2 -For the five affordable housing units now proposed to be provided to extremelylow income seniors at 30% AMI: $130,000 per unit. We understand that any commitment for financial assistance is subject to the review and approval by the City of Carlsbad and the execution of an Affordable Housing Agreement (AHA) with the City of Carlsbad. We look forward to working with NUW and the City of Carlsbad to finalize the details of the affordable housing project at Marja Acres. Very truly yours, s Executive Vice President cc: Jay Stark, The Pinyan Group Jason Han, New Urban West Oct. 12, 2021 Item #8 Page 84 of 111 HOUSING TRUST FUND FINANCIAL ASSISTANCE APPLICATION Community Development Housing Services 1200 Carlsbad Village Drive  Carlsbad, CA 92008  760-434-2810 t Please provide all known information as requested. Check all boxes that apply. PROJECT INFORMATION Project Name: Address: Zip Code: Type of project: New Construction Acquisition Conversion (check all that apply) Preservation Rehabilitation Target population to be served: APPLICANT INFORMATION Legal Name: Address: City: State: Zip: Telephone: Fax: Legal Status of Applicant: Individual General partnership Limited liability corporation Non-profit corporation Limited partnership CHDO For-profit corporation Joint venture Other: Contact Person: Title: Address: City: State: Zip: Telephone: Fax: Email: CO-APPLICANT (IF APPLICABLE) Legal Name: Address: City: State: Zip: Telephone: Fax: Email: Legal Status of Applicant: Individual General partnership Limited liability corporation Non-profit corporation Limited partnership CHDO For-profit corporation Joint venture Other: Contact Person: Title: Address: City: State: Zip: Telephone: Fax: Email: Page 1 Marja Acres Senior Affordable 4901 El Camino Real, Carlsbad, CA92008 Seniors 55+ 3200 Douglas Blvd., Suite 200 Roseville(916) 773-6060 California916-773-5866 95661 Geoffrey C. Brown 3200 Douglas Blvd., Suite 200 Roseville President (916) 773-6060 CA 95661 gbrown@usapropfund.com Riverside Charitable Corporation Kenneth S. RobertsonPresident14131 Yorba St. Tustin CA 92780(714) 803-7200ksr@riversidecharitable.org USA Properties Fund, Inc. 14131 Yorba St. Tustin(714) 803-7200ksr@riversidecharitable.org CA 92780 916-773-5866 N/A N/A Oct. 12, 2021 Item #8 Page 85 of 111 Community Development Housing Services 1200 Carlsbad Village Drive  Carlsbad, CA 92008  760-434-2810 t SOURCES & USES OF FUNDS ACQUISITION FUNDING (List all sources of funding) Name of Lender/Source Amount Term in Months Interest Rate Per Unit Cost Committed Yes No TOTAL CONSTRUCTION PERIOD FUNDING (List all sources of funding) Name of Lender/Source Contact Person and Phone Number Amount Term in Months Interest Rate Per Unit Cost Committed Yes No TOTAL PERMANENT FUNDING (List all sources of funding, including amount requested from City of Carlsbad) Name of Lender/Source Contact Person and Phone Number Amount Term in Months Interest Rate Per Unit Cost Committed Yes No TOTAL Page 2 Senior Loan $8,625,000 24 4.05% $183,511 Tax Credit Equity $1,478,792 $31,464 Deferred Costs $2,232,447 $47,499 Subsidy Loan (City of Carlsbad)$650,000 24 3.00% $13,830 Other Subsidy (NUW Mast Dev)$3,650,000 $77,660 TOTAL $16,636,239 $353,963 Senior Loan $4,625,000 216 4.45% $98,404 USA Multi-Family Development, Inc. (Deferred Developer Fee)$609,645 216 3.00% $12,971 City of Carlsbad $650,000 660 3.00% $13,830 New Urban West Master Developer $3,650,000 N/A N/A $77,660 NOI During Construction $197,188 $4,195 Tax Credit Equity $7,393,959 $157,318 TOTAL $17,125,792 Oct. 12, 2021 Item #8 Page 86 of 111 Community Development Housing Services 1200 Carlsbad Village Drive  Carlsbad, CA 92008  760-434-2810 t USES OF FUNDS Uses of Funds Amount Per Unit Cost Percentage of total Land Acquisition Cost Total Hard Costs (construction) Construction Interest & Fees Construction Contingency Architectural & Engineering Fees Soft Costs/Other Reserves (operating & other) Developer Fee TOTAL USES OF FUND $0 $0 $0 NOTE: A current development proforma shall be attached to this application. The above sources and uses of funds must agree with the information shown in the attached development proforma. PREVAILING WAGE REQUIREMENTS – Check if either of the following wage requirements were included in the Total Development Cost of your project: Davis-Bacon Wages State Prevailing Wages SITE INFORMATION Current Owner/Seller Information: Email: Contact Person: Site Control: Deed Option to Purchase Other: Lot Size: sq. ft. acres APN: If ownership of the property has not yet transferred to applicant, what is the expected date for transfer of ownership? __________________ Legal Description: _______________________________________________________________________________ ______________________________________________________________________________________________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Prior use of property: ______________________________________________________________________________________________________________________________________________________________ Name: Address: City: State: Zip: Telephone: Fax: Page 3 $1 N/A 0% $9,117,433 $193,988 53% $883,349 $18,858 5% $799,775 $17,016 5% $748,600 $15,928 4% $3,489,523 $74,245 20% $129,478 $2,755 1% $2,084,109 $44,342 12% $17,125,791 $364,379 100% Marja Acres Senior Affordable 4901 El Camino Real Carlsbad(310) 420-8854 adamb@newurbanwest.comAdam Browning CA 92008 2.07 207-101-35-00 9/1/2021 See Attachment No. 1_Marja Acres PSA Legal Description Attachment No 1 is Exhibit “A-1” of the PSA for the master entitlements. The affordable parcel has not yet been officially created. Residential, Single Family Use In Contract w/ Master Developer 90,169.20 *Please see Marja Acres Final Proforma Oct. 12, 2021 Item #8 Page 87 of 111 Community Development Housing Services 1200 Carlsbad Village Drive  Carlsbad, CA 92008  760-434-2810 t Current Number of occupied units on the property: _____ Number of potential households to relocate: ______ EXISTING or PROPOSED STRUCTURE INFORMATION Existing Building (if applicable) Proposed Configuration (after Rehab or New Construction) Units Bedrooms Buildings Stories Parking spaces Residential sq. ft. Common area sq. ft. Parking sq. ft. Commercial sq. ft. Total building sq. ft. Community Services sq. ft. UNIT MIX Unit Mix Existing Unit Mix Proposed Unit Mix (after rehab or construction) 0 bedroom/SRO 1 bedroom 2 bedrooms 3 bedrooms 4 bedrooms TOTAL UNITS Unit Type % of AMI (insert % of the area median income) Proposed Rent Total # of Units 0 bedroom/SRO 1 bedroom 2 bedrooms 3 bedrooms 4 bedrooms TOTAL UNITS Add additional rows if necessary. Page 4 47 48 1 3 47 32292 3710 18,500036,002150 (Inc. in common sq. ft.) 461 47 30%$607 5 50%$1,040 36 60%$1,257 5manager$1,278 1 47 0 0 Oct. 12, 2021 Item #8 Page 88 of 111 Community Development Housing Services 1200 Carlsbad Village Drive  Carlsbad, CA 92008  760-434-2810 t ANTICIPATED PROJECT TIMELINE Activity Estimated Start Date Estimated Completion Date Site Acquisition Environmental Clearance – CEQA Environmental Clearance – NEPA (if applicable) Application for Land Use Permit/Entitlements Submission of plans to Building Department Application for Construction Financing Application for Permanent Conventional Financing Application for Tax Exempt Bonds Application for Other Loans/Grants: Application for Other Loans/Grants: Application for Other Loans/Grants: Application for Other Loans/Grants: Application for Other Loans/Grants: Application for Low-Income Housing Tax Credits (4% or 9%) Receipt of Construction Bids Commencement of Construction Completion of Construction 100% Lease-up Receipt of Permanent Financing Page 5 9/1/2021 6/1/2022 N/A 12/02/2020 N/A 12/02/2020 N/A 12/02/2020 December 2021 May 2022 March 2022 June 2022 March 2022 June 2022 March 2022 June 2022 March 2021 June 2022 March 2021 June 2022 N/A N/A N/A N/A N/A N/A March 2022 June 2022 April 2022 May 2022 July 2022 July 2022 July 2023 July 2023 July 2023 July 2024 July 2023 August 2023 Subsidy Loan (City of Carlsbad) Other Subsidy(New Urban West) Oct. 12, 2021 Item #8 Page 89 of 111 Community Development Housing Services 1200 Carlsbad Village Drive  Carlsbad, CA 92008  760-434-2810 t CITY OF CARLSBAD Housing Trust Fund Application Development Team Members Provide the name, address, contact person, telephone number, fax number, and e-mail address for all members of the development team. In addition, describe the development team’s experience in real estate development and/or management and ownership. Development team must include team members with a successful record of accomplishment in developing at least one affordable rental housing project of the type and scale proposed. Name of Developer Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Name of Co-Developer Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Name of General Contractor Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Name of Architectural Firm Address Address City State, Zip Page 6 USA Properties Fund, Inc.3200 Douglas Blvd.Ste 200 Roseville CA, 95661 Geoffrey C. Brown President (916) 724-3836 916-773-5866 gbrown@usap- ropfund.com Riverside Charitable Corporation 14131 Yorba St.Tustin CA, 92780 Ranch Carrillo Apartments, Carlsbad, CA | Please see USA Communities List_LIHTC Credits Please see Attachment No. 2_USA Properties Corporate Brochure Kenneth S. RobertsonPresident (714) 803-7200 N/A ksr@riverside-charitable.org USA Construction Management, Inc. 3200 Douglas Blvd.Suite 200 Roseville CA, 95661 Antonio PiscitelloPresident (916) 724-3856 tpiscitello@usap-ropfund.com KTGY 17911 Von Karman Avenue Suite 200 Irvine CA, 92614 Please see Attachment No 3_Riverside Charitable Corporation List of Properties Please see Attachment No. 4_USA Properties Construction BrochurePlease see USA Communities List_LIHTC Credits Oct. 12, 2021 Item #8 Page 90 of 111 Community Development Housing Services 1200 Carlsbad Village Drive  Carlsbad, CA 92008  760-434-2810 t Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Name of Property Mgmt Co Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Name of Legal Counsel Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Name of Tax Credit Syndicator Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Page 7 USA Multifamily Management, Inc. 3200 Douglas Blvd.Suite 200 Roseville CA, 95661 April Atkinson President (916) 724-3939 aatkinson@usap- ropfund.com Please see Attachment No. 7_Bocarsly Firm Brochure TBD Bocarsly Emden Cowan Esmail & Arndt, LLP 633 West Fifth St.64th Floor Los Angeles CA, 90071 Kyle Arndt Attorney (213) 239-8048 (213) 239-0410 karndt@bocarsly. com Please see Attachment No. 6_USA Properties Property Management Brochure Please see USA Communities List_LIHTC Credits Keith Labus AIA, LEED AP Principal (949) 221-6278 klabus@ktgy.com 949.221.6278 Please see Attachment No. 5_KTGY Package Affordable Housing Oct. 12, 2021 Item #8 Page 91 of 111 Community Development Housing Services 1200 Carlsbad Village Drive  Carlsbad, CA 92008  760-434-2810 t Other Development Team Member Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Name of Service Provider Address Address City State, Zip Primary Contact Person/Title Phone FAX E-Mail Other names under which you have done business. Experience List of other affordable housing developments that you have developed Page 8 LifeSTEPS 3247 Ramos Circle Suite 200 Sacramento CA, 95827 Craig Gillett JD, LMFTPresident (323) 500-9303 craig@lifestepsusa.org Please see Attachment No. 8_LifeSTEPS Statement of Qualifications Stephanie Saathoff CEO (619) 234-0607 stephanie@theclay- co.com The Clay Company 2245 San Diego Ave.Suite 225 San Diego CA, 92110 Oct. 12, 2021 Item #8 Page 92 of 111 Community Development Housing Services 1200 Carlsbad Village Drive  Carlsbad, CA 92008  760-434-2810 t CITY OF CARLSBAD HOUSING TRUST FUND APPLICATION Borrower/Applicant/Developer Disclosure Statement For the purpose of this form Borrower shall mean: Any person or entity having 10% or more ownership interest in the development project; the General Partners or Principals of the development; and, if applicable, any non-profit entity associated with the development. The Borrower(s) shall provide the following information. Use a separate sheet of paper, if necessary. A response to each question is required. If an item is not applicable, type N/A. Name of Primary Borrower Address Address City State, Zip Primary Contact Person Phone FAX E-Mail Other names under which you have done business. Taxpayer Identification Number Borrower’s Organization Check One Corporation – Attach Articles of Incorporation Non-Profit – Attach Articles of Incorporation and verification of 501 C(3) status. Partnership – Attach Partnership Agreement General Partnership - General Partnership Agreement Limited Partnership - Attach Certificate of Limited Partnership A business association or a joint venture Co-Borrower Address Address City State, Zip Primary Contact Person Phone FAX E-Mail Other names under which you have done business. Taxpayer Identification Number Borrower’s Organization Check One Corporation – Attach Articles of Incorporation Non-Profit – Attach Articles of Incorporation and verification of 501 C(3) status. Partnership – Attach Partnership Agreement General Partnership - General Partnership Agreement Limited Partnership - Attach Certificate of Limited Partnership A business association or a joint venture Page 9 USA Properties Fund, Inc.3200 Douglas Blvd.Ste 200 Roseville CA, 95661 Geoffrey C. Brown President (916) 724-3836 916-773-5866 gbrown@usaprop- fund.com Riverside Charitable Corporation 14131 Yorba St.Tustin CA, 92780 Kenneth S. Robertson President (714) 803-7200 N/A ksr@riverside- charitable.org Please see Attachment No. 9_USA Properties Articles of Incorporation Please see Attachment No 10_Riverside Charitable Corporation_Articles of Incorporation Please see Attachment No 10_Riverside Charitable Corporation_IRS Exempt 501c3 Status Letter Oct. 12, 2021 Item #8 Page 93 of 111 Community Development Housing Services 1200 Carlsbad Village Drive  Carlsbad, CA 92008  760-434-2810 t Provide names, addresses, business addresses, telephone numbers, title of position (if any) and nature and extent of the interest of the current officers, principal members, shareholders, and investors of the applicant entity. Name Address Phone Fax E-Mail Title of Position Nature of Interest Extent of Interest Name Address Phone Fax E-Mail Title of Position Nature of Interest Extent of Interest Name Address Phone Fax E-Mail Title of Position Nature of Interest Extent of Interest Name Address Phone Fax E-Mail Title of Position Nature of Interest Extent of Interest Name Address Phone Fax E-Mail Title of Position Nature of Interest Extent of Interest Add additional pages if necessary. Page 10 Geoffrey C. Brown 3200 Douglas Blvd., Ste 200Roseville, CA 95661 (916) 724-3836 916-773-5866 gbrown@usapropfund.com President & CEO Total Interest: 88.39547% Steven T. Gall 3200 Douglas Blvd., Ste 200 Roseville, CA 95661 (916) 724-3825 sgall@usapropfund.com Exec. Vice President Total Interest: 5.85971% Darren Bobrowsky 3200 Douglas Blvd., Ste 200Roseville, CA 95661 (916) 865-3981 dbobrowsky@usapropfund.com Sr. Vice President Total Interest: 2.29793% April Atkinson 3200 Douglas Blvd., Ste 200 Roseville, CA 95661 (916) 724-3939 aatkinson@usapropfund.com Sr.Vice President Total Interest: 2.29793% Jonathan C. Harmer 3200 Douglas Blvd., Ste 200Roseville, CA 95661 (916) 724-3831 jharmer@usapropfund.com CFO Total Interest: 1.14896% Oct. 12, 2021 Item #8 Page 94 of 111 Community Development Housing Services 1200 Carlsbad Village Drive  Carlsbad, CA 92008  760-434-2810 t Has the Borrower had any professional license suspended, revoked, lapsed and/or terminated for any reason? If yes, please explain. YES NO EXPLANATION Has the Applicant filed for bankruptcy, either voluntarily or involuntarily, within the past 10 years? If yes, please explain and state the case number and the case name and whether the case was dismissed, discharged, or is current. YES NO EXPLANATION Has the Applicant defaulted on a financial obligation? If yes, please explain. YES NO EXPLANATION Is there, or has there ever been, a settlement and/or judgment filed or a case pending against the Applicant? If yes, please explain. YES NO EXPLANATION Has a lien ever been filed against real property owned by the Applicant as a result of a judgment or failure to pay taxes, etc? If yes, please explain. YES NO EXPLANATION Has the Applicant been convicted of any felony or any crime other than minor traffic violations and/or placed on probation, fined or given a suspended sentence in court within the past 10 years? If yes, please explain. YES NO EXPLANATION Has the Applicant or any of its partners or principals ever been cited and/or convicted of a misdemeanor, including but not limited to a conviction under local health, fire, environmental and/or building and safety laws, relating to the ownership and/or management of real property? If yes, please explain. YES NO EXPLANATION Does the Applicant – Contractor/Builder have an ownership/investor interest in the development? If yes, please explain. YES NO EXPLANATION Page 11Oct. 12, 2021 Item #8 Page 95 of 111 Community Development Housing Services 1200 Carlsbad Village Drive  Carlsbad, CA 92008  760-434-2810 t Does the Applicant have any employees or relatives who have close associations with current or former employees of the City of Carlsbad to which the accompanying proposal is being made? If yes, state names, dates of employment, and interest. YES NO EXPLANATION Does the Applicant employ any current or former employee(s) of the City of Carlsbad? Does the Applicant employ relatives of employees of the City of Carlsbad? If yes, state names, dates of employment, and interest. YES NO EXPLANATION Are there any City of Carlsbad employees (current or former) who have a financial interest in this project? If yes, state names, dates of employment, and interest. YES NO EXPLANATION Has the contractor or builder, within the last 10 years, ever failed to qualify as a responsible bidder, refused to enter into a contract after an award has been made, or failed to complete a construction or development contract? If yes, please explain. YES NO EXPLANATION Is the proposed Applicant – Contractor/Builder currently involved in any construction-related litigation? If yes, please explain. YES NO EXPLANATION Has the Applicant – Contractor/Builder ever been disqualified, removed from, or otherwise prevented from bidding on or completing a federal, state, or local government project because of a violation of law or a safety regulation? If so, please explain the circumstances in detail. YES NO EXPLANATION Within the last five years, has the Applicant – Contractor/Builder been the subject of a complaint filed with the Contractor’s State License Board (CSLB)? Within the last five years, has the Applicant – Contractor/Builder had a revocation or suspension of a Contractor’s License? If yes, please explain. YES NO EXPLANATION Has the Applicant failed to comply with Davis-Bacon or State Prevailing Wage requirements on any previous development projects? If yes, please explain. YES NO EXPLANATION Page 12Oct. 12, 2021 Item #8 Page 96 of 111 Community Development Housing Services 1200 Carlsbad Village Drive  Carlsbad, CA 92008  760-434-2810 t Has the Applicant been the subject of an investigation of Fair Housing and Employment Practices or been in violation of affordability clauses in recorded regulatory agreements of the County or any other federal, state, or local housing agency? If yes, explain the nature of the complaint and the outcome. YES NO EXPLANATION Page 13Oct. 12, 2021 Item #8 Page 97 of 111 Page 14 March 23, 2021 March 23, 2021 Oct. 12, 2021 Item #8 Page 98 of 111 Page 15 March 23, 2021 March 23, 2021 Oct. 12, 2021 Item #8 Page 99 of 111 Page 16 March 23, 2021 March 23, 2021 Oct. 12, 2021 Item #8 Page 100 of 111 EXHIBIT "A-1" LEGAL DESCRIPTION OF LAND THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CARLSBAD, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: PARCEL "B" OF CERTIFICATE OF COMPLIANCE FOR ADJUSTMENT PLAT FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 30, 2013 AS DOCUMENT NO. 2013-0338927 OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF PARCEL 2 OF CERTIFICATE OF COMPLIANCE FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, SEPTEMBER 22, 1982 AS FILE NO. 82-293200 OFFICIAL RECORDS, SAID POINT ALSO BEING THE NORTHEAST CORNER OF SAID PARCEL "B"; THENCE SOUTH 01°58'54" WEST 315.79 FEET; THENCE SOUTH 64°58'15" WEST 1291.66 FEET; THENCE NORTH 76° 18'48" WEST 361.82 FEET; THENCE NORTH 18°32'12" EAST 525.56 FEET; THENCE NORTH 83°17'35" EAST 654.12 FEET; THENCE NORTH 87°30'41" EAST 333.00 FEET; THENCE NORTH 77°50'00" EAST 275.01 FEET; THENCE NORTH 01°58'54" EAST 124.51 FEET; THENCE NORTH 87°27'37" EAST 110.00 FEET TO THE NORTHEAST CORNER OF SAID PARCEL "B". APN: 207-l01-35-00 PARCEL 2: PARCEL "A" OF CERTIFICATE OF COMPLIANCE FOR ADJUSTMENT PLAT FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 30, 2013 AS DOCUMENT NO. 2013-0338927 OFFICIAL RECORDS; PARCEL "A" CONSISTS OF PARCEL l OF PARCEL MAP NO. 3451 IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, ST ATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JANUARY 31, 1975 AS FILE NO. 75-023997 OFFICIAL RECORDS AND A PORTION OF PARCEL 2 OF CERTIFICATE OF COMPLIANCE FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, SEPTEMBER 22, 1982 AS FILE NO. 82-293200 OFFICIAL RECORDS, TOGETHER WITH THAT PORTION OF LOTS I AND E OF RANCHO AGUA HEDIONDA, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY NOVEMBER 16, 1986, LYING WITHIN EL CAMINO REAL (COUNTY ROAD SURVEY NO. 682) AS VACATED AND ABANDONED BY RESOLUTION RECORDED DECEMBER 21, 1976 AS FILE NO. 76-428052 OFFICIAL RECORDS; PARCEL "A" IS DESCRIBED AS FOLLOWS:BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL l; THENCE ALONG THE NORTHERLY PROLONGATION OF THE WESTERLY LINE OF SAID PARCEL 1, NORTH 18°32'12" EAST, 11.32 FEET TO A POINT ON THE ARC OF A NON-TANGENT 1673.00 FOOT RADIUS CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 26°43'20" WEST, SAID CURVE BEING SOUTHERLY AND CONCENTRIC WITH THE CENTERLINE OF ROAD SURVEY 1800-1, ON FILE IN THE OFFICE OF COUNTY SURVEYOR OF SAN DIEGO COUNTY; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 22°59'39" AN ARC DISTANCE OF 671.41 FEET TO A POINT ON THE NORTHERLY LINE OF SAID PARCEL l, A RADIAL LINE TO SAID POINT BEARS NORTH 3°43'41" EAST; THENCE NON-TANGENT TO SAID CURVE AND CONTINUING ALONG THE NORTHERLY LINE OF SAID PARCEL 1 NORTH 87°27'37" EAST, 205.36 FEET TO THE NORTHEAST CORNER OF SAID PARCEL 1, SAID POINT ALSO BEING THE NORTHWEST CORNER OF SAID PARCEL 2; THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 2 NORTH 87°27'37" EAST, 263.56 FEET; THENCE LEAVING SAID 073904\11788968v2 EXHIBIT A-1 -Page 1 Oct. 12, 2021 Item #8 Page 101 of 111 NORTHERLY LINE SOUTH 01 °58'54" WEST, 124.51 FEET; THENCE SOUTH 77°50'00" WEST, 257.37 FEET TO THE SOUTHEAST CORNER OF SAID PARCEL 1; THENCE SOUTH 77°50'00" WEST, 17.64 FEET; THENCE SOUTH 87°27'37" WEST, 333.00 FEET; THENCE SOUTH 83°17'35" WEST, 654.12 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL 1, SAID POINT ALSO BEING THE NORTHWEST CORNER OF SAID PARCEL 2; THENCE NORTH 18°32'12" EAST, 440.00 FEET TO THE POINT OF BEGINNING. APN: 207-101-37-00 PARCEL 3: LOT 13 OF CARLSBAD TRACT 71-5, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STA TE OF CALIFORNIA, ACCORDING TO MAP NO. 7292, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 31, 1972. APN: 207-290-10-00 073904\11788968v2 EXHIBIT A-1 -Page 2 Oct. 12, 2021 Item #8 Page 102 of 111 Attachment A 90 {cityof Carlsbad Policy No. Date Issued: Effective Date: Resolution No. Cancellation Date: 12-08-2020 12-08-2020 2020-233 Council Policy Statement Category: AFFORDABLE HOUSING Specific Subject: Administration of the Housing Trust Fund PURPOSE: Supersedes No. N/A Pursuant to Carlsbad Municipal Code (CMC} Sections 21.85.llO(D) and 21.85.120, all fees collected under the lnclusionary Housing Ordinance shall be deposited into a Housing Trust Fund and expended for the affordable housing needs of lower-income households, consistent with the General Plan Housing Element and the CMC. 21.85.110 In-lieu fees. (D) All in-lieu fees collected hereunder shall be deposited in a housing trust fund. Said fund shall be administered by the city and shall be used only for the purpose of providing funding assistance for the provision of affordable housing and reasonable costs of administration consistent with the policies and programs contained in the housing element of the general plan. 21.85.120 Collection of fees. All fees collected under this chapter shall be deposited into a housing trust fund and shall be expended only for the affordable housing needs of lower-income households, and reasonable costs of administration consistent with the purpose of this chapter. Funding from the fund, which should be leveraged to the extent feasible with state, federal and private sector subsidy capital, is intended to aid in the production, acquisition, rehabilitation and preservation of housing affordable to extremely low-, very low-and low-income households, and those experiencing homelessness. BACKGROUND: The city's lnclusionary Housing Ordinance was established in April 1993 and requires that all residential developments greater than six units restrict 15 percent of the total number of homes in a project as affordable to lower income households. This obligation is fulfilled through construction of a variety of rental or ownership units, both on-and off-site. Some developments have the option to satisfy a portion or all of their affordable housing obligation through payment of inclusionary housing in-lieu fees or by purchasing affordable housing credits, when available. For the city to receive and use these fee payments, an implementation mechanism was needed to ensure that the funds collected were applied appropriately. As a result, the Housing Trust Fund was established to confirm that fees collected were applied only towards the affordable housing needs of lower income households, and for reasonable costs of administration consistent with the purposes of the General Plan Housing Element and lnclusionary Housing Ordinance (Carlsbad Municipal Code Sections 21.85.110 and 21.85.120). The Housing Trust Fund receives revenue from other sources, including interest from loans, housing credit purchases, housing impact fees, and interest earned on the fund balance. Page 1 of 5 Exhibit 7 Oct. 12, 2021 Item #8 Page 103 of 111 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 Oct. 12, 2021 Item #8 Page 104 of 111 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 Oct. 12, 2021 Item #8 Page 105 of 111 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 Oct. 12, 2021 Item #8 Page 106 of 111 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 Oct. 12, 2021 Item #8 Page 107 of 111 Exhibit 8 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 a new affordable senior apartment project serving extremely low and lower income households. 1c. For new construction and acquisition/rehabilitation projects, Housing Trust Fund dollars are intended to offer “gap” financing. The subsidy required should be the minimum amount necessary to both ensure the feasibility of a project and the affordability of the units. Projects 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 $650,000 request represents only 4% of total project cost $17,125,792. Other proposed funding sources include: Tax credit equity $7,393,959 (43%) Senior loan $4,625,000 (27%) Master developer $3,650,000 (21%) City of Carlsbad loan $650,000 (4%) Deferred developer fee $609,645 (4%) NOI during construction $197,188 (1%) Total: $17,125,792 (100%) 1d. Low-interest loans are the generally preferred form for distributing Housing Trust Fund dollars for work in all stages of housing development. However, grants may also be considered (1d). Consistent. The recommended form of assistance is a 55-year residual receipts loan at 3% simple interest per year. The loan would be secured by a promissory note and deed of trust, and repaid in annual installments from surplus cash generated by operations. See Exhibit 6 for a detailed cash flow analysis. 1e. Housing Trust Fund dollars may be used to provide new affordable rental or ownership housing units (1e). Consistent. The subsidy would support creation of new affordable rental units for seniors. 1f. Housing Trust Fund dollars shall not be used to satisfy a development’s inclusionary housing requirement but may be used to assist in exceeding the requirement by increasing the number of affordable units and/or expanding affordability to very low- or extremely low-income households, or to encourage a preferable product type (1f). Consistent. The Marja Acres development received a density bonus under state Density Bonus Law, in exchange for providing affordable housing. To satisfy both the density bonus requirement and the inclusionary housing requirement, the city’s approval requires that 37 of the apartments be affordable to senior households at up to 50% AMI, and 9 apartments be affordable to senior households up to 60% AMI. Oct. 12, 2021 Item #8 Page 108 of 111 USA Properties proposal exceeds the city’s requirements by providing deeper affordability of five of the units to 30% AMI, as follows: AMI Level 30% 50% 60% Required 0 37 9 Proposed 5 36 5 Difference +5 -1 -4 1g. Financial assistance requests will be evaluated by the Affordable Housing Policy Team and presented to the Housing Commission for review and recommendation to the City Council. The City Council is the final decision-maker for financial assistance requests. Consistent. The Affordable Housing Policy Team (consisting of city department representatives from community development, planning, housing, finance and city attorney’s office) reviewed the assistance request on April 28, 2021, and recommended that it be forwarded to the Housing Commission for their review and recommendation to the City Council. 1i. The annual budget process for the Housing Trust Fund shall be guided by General Plan Housing Element policies and programs, the Inclusionary Housing Ordinance, and the following general affordable housing priorities, in descending order: 1. Construction of new affordable housing 2. Preservation of housing at-risk of conversion to market rate 3. Acquisition/rehabilitation of distressed/at-risk affordable housing 4. Rental assistance and homelessness programs 5. Land acquisition for future affordable units 6. Conversion of market rate units to affordable housing Consistent. The Marja Acres Affordable senior apartments meet Priority 1, construction of new affordable housing. 1j. City HTF dollars must be expended within 24-months following fund commitment. Consistent. If approved by City Council, the financial assistance award will be committed for 24 months, during which time the developer will need to secure all other financing and ready the project for construction. 3a. Project Evaluation Criteria 1. Projects that provide the greatest benefit per dollar of funds spent towards the lowest household income groups. Priority shall be given to projects that best assist The majority of the project will serve the top two priority income categories: five apartments will be affordable to extremely low-income households, and 36 apartments will be affordable Oct. 12, 2021 Item #8 Page 109 of 111 the following income categories, reflected in priority order. • Extremely low-income households • Very low-income households • Low-income households • Moderate-income households to very low-income households. The remaining five units will serve low-income households. 2. Projects that demonstrate higher equity in the project. The developer will seek $7.4 million in tax credit equity. Additionally, the proposal includes $3.65 million investment from the master developer plus the contribution of land. 3. Projects that demonstrate a lower loan-to- value ratio. Loans account for $5.88 million, or 35% of the total permanent funding. The city’s loan would represent 4% of total project costs. 4. Projects that have other funding sources identified and committed. Identified funding sources include tax credits, senior loan or tax exempt bonds. Committed funding sources include master developer contribution ($3,650,000), deferred developer fee ($609,645) and net operating income during construction ($197,188). USA Properties intends to secure all funding by June 2022. If approved, release of the city’s financial assistance will be contingent upon developer securing all other needed funding for the project. 5. Projects that benefit the highest percentage of lower income families, provide the lowest affordability, include the greater percentage of affordable units or maintain longer periods of affordability. Eighty-seven percent of the units would provide much-needed housing for extremely low-income (5 units) and very low-income households (36 units). All the affordable units would maintain their affordability for 55 years. 6. Projects that use Housing Trust Fund dollars as a match or to leverage other conventional and below-market resources, including tax credits, state and federal funding programs and other funding sources. The requested city contribution of $650,000 from the Housing Trust Fund provides a very high 1:25 leveraging of other sources of funding. The city’s subsidy would be $13,830/unit, which represents only 4% of the total project cost. 7. Projects proposed by an applicant with a successful history of project development and/or property management, as appropriate. USA Properties has extensive housing development and management experience, with more than 90 apartment communities in California and Nevada and more than 12,000 affordable and market rate apartment units. More than 50 of the communities are designed and operated for seniors. Many USA Properties projects were financed in part through low-income housing tax credits and tax exempt bonds. See Exhibit 5 for more information. Oct. 12, 2021 Item #8 Page 110 of 111 Oct. 12, 2021 Item #8 Page 111 of 111 Marja Acres Housing Trust Fund Request & Affordable Housing AgreementMandy Mills, Housing & Homeless Services DirectorOct. 12, 2021 TODAY’S PRESENTATION•Project Background•Subsidy Analysis•Staff recommendation•Applicant presentationITEM 8: MARJA ACRES •20.65 acreson 2 parcels• Designated as anunderutilizedhousing opportunity sitein theCity of Carlsbad General Plan•Zonedfor residential & commercial useMajor Employment Corridor+Healthcare & ServicesAirport, Hospitality, BusinessesMajor CommunityAmenities, Attractions and RecreationRecreationSchoolSchoolDaycare ServicesCarlsbad Village+Retail, Business, Professional ServicesSchools SITE CHARACTERISTICS248 market rate townhomesDesignated for high density residential & commericalITEM 8: MARJA ACRES+20.5 acresMixed‐use AFFORDABLE SITE CHARACTERISTICS46 unitsOnsite community space & services3 storiesAffordability mix for seniorsITEM 8: MARJA ACRES Table 1 –Rent RangesIncome groupExtremely Low (30% AMI)Very Low(50% AMI)Low(60% AMI)Market rateRequired0 units 37 units 9 unitsProposed5 units 36 units 5 unitsRents ‐1 Br$607 $1,040 $1,257 $1,900‐$2,300ITEM 8: MARJA ACRES ITEM 8: MARJA ACRESSourcesTotalPer UnitTax Credit Equity$7,393,959$157,318Senior Loan4,625,00098,404New Urban West (master developer)3,650,00077,660City of Carlsbad650,00013,830USA –deferred developer fee609,64512,971Net operating income during construction197,1884,195Total Sources$17,125,792$364,379 Rancho Carillo Apartments116 affordable apts.Applicant Background•Extensive experience•Positive local project historyITEM 8: MARJA ACRES SUBSIDY ANALYSISCity Council Policy 90Public benefitHousing ElementRiskITEM 8: MARJA ACRES ITEM 8: MARJA ACRESAFFORDABLE HOUSING REQUIREMENTS•Affordable Housing Agreement for master‐planned community•Regulatory Agreement for affordable project NEXT STEPSTAX CREDIT & BOND ALLOCATION REQUESTSLOAN & BOND DOCUMENTSCONSTRUCTIONCITY COUNCILCONSIDERS FUNDING REQUEST ITEM 8: MARJA ACRES STAFF RECOMMENDATION•Approve a $650,000 loan to USA Properties for the development of MarjaAcres Senior Apts. •Approve Affordable Housing AgreementITEM 8: MARJA ACRES APPLICANT PRESENTATIONITEM 8: MARJA ACRES