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HomeMy WebLinkAbout19-51 CC Resolution RESOLUTION NO. 19-51 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ACTING IN ITS CAPACITY AS THE HOUSING SUCCESSOR, APPROVING MODIFICATIONS TO A GROUND LEASE, A REGULATORY AGREEMENT AND A RESIDUAL RECEIPTS NOTE, RELATING TO THE MISSION VILLAGE APARTMENTS PROJECT AND THE TAKING OF RELATED ACTIONS THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The City Council of the City of Temecula (the "City") hereby finds, determines and declares that: (a) The Redevelopment Agency of the City of Temecula(the "Former Agency")was a duly constituted redevelopment agency pursuant to provisions of the Community Redevelopment Law(the"Redevelopment Law") set forth in Section 33000 et seq.of the Health and Safety Code ("HSC") of the State of California(the"State"). (b) Under the Redevelopment Law, the Former Agency was authorized, among other things,to provide assistance to the development of affordable housing projects. (c) Pursuant to AB X1 26 (which became effective in June 2011), and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, and the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") was constituted as the successor entity to the Former Agency. (d) Pursuant to HSC Section 34175(b), all assets of the Former Agency transferred to the Successor Agency by operation of law; provided, that pursuant to HSC Section 34176 and Resolution No. 12-11,adopted by the City Council on January 24,2012,the City elected to assume the housing functions of the Former Agency (in such capacity, the "Housing Successor") and, consequently, housing assets approved on the Housing Asset List (defined below) are transferred to the Housing Successor. (e) Temecula Gardens, L.P. ("Temecula Gardens I"), an affiliate of Affirmed Housing Group, Inc. ("Affirmed"), is the owner of a 76-unit multifamily apartment complex located at 28493 Pujol Street in the City, known as Mission Village Apartments (the "Project"). (f) The Project is located on (the "Land") leased by the Former Agency to Temecula Gardens I pursuant to a Ground Lease,dated as of July 1, 1998(the"Ground Lease"). The Former Agency also provided other assistance for the 1998 financing of the acquisition and construction of the Project. (g) In consideration for the Former Agency's assistance, Temecula Gardens I entered into a Regulatory Agreement, dated as of July 1, 1998 (the "Agency Regulatory Agreement"), which requires that, among other matters related to the Project, until July 17, 2048, units in the Project must be rented to low or very low income persons and families at affordable rent. (h) Temecula Gardens I also issued a promissory note dated July 1, 1998, in the principal amount of$305,000(the"Residual Receipts Note"),in favor of the Former Agency,the principal and interest on which are payable no later than June 30, 2028. (i) Pursuant to HSC Section 34176(a)(2), the City prepared a housing asset list (the "Housing Asset List"), listing all of the Former Agency's housing assets to be transferred to the Housing Successor and submitted it to the State Department of Finance(the"DOF")for approval. The DOF issued a letter dated July 3, 2013, approving the Housing Asset List, with certain modifications. (j) Among the items on the Housing Asset List approved to be transferred to the Housing Successor are the Former Agency's title to and interest in the Land(and, accordingly,the Former's Agency's rights, obligations and interest under the Ground Lease) and the Former Agency's rights and interests under the Agency Regulatory Agreement and the Residual Receipts Note. (k) Affirmed is undertaking a rehabilitation project of the Project (the "Rehabilitation"). (1) In that connection, Affirmed is seeking an allocation of low-income housing tax credits from the California Tax Credit Allocation Committee (the "Tax Credits") and is contemplating a financing transaction (the "Rehabilitation Financing") to fund the Rehabilitation. (m) To obtain the Tax Credits and the Rehabilitation Financing,Affirmed has indicated that it is necessary to have the Project transferred from Temecula Gardens I to a new California limited partnership, Temecula Gardens II L.P. ("Temecula Gardens II") (in which a Tax Credit investor will have a significant ownership interest). (n) Affirmed has presented the form of an Assignment, Assumption and Modification of Ground Lease and Regulatory Agreement (the "Modification Agreement"), in the form set forth in Attachment A, providing for: (i) Temecula Garden II's assumption of Temecula Garden I's rights and interests under the Ground Lease and the Regulatory Agreement,(ii)an extension of the term of the Ground Lease and the Regulatory Agreement to December 31,2075,with an option to extend to December 31, 2095, (iii) changes to the ground rent, and(iv) certain changes to other provisions of the Ground Lease and the Regulatory Agreement. (o) Affirmed has also presented an Assignment, Assumption and Modification of Promissory Note (the "Amended Residual Receipts Note"), in the form set forth in Attachment B,to replace the Residual Receipts Note. (p) A report (the "Section 33433 Report"), consistent with the requirements of HSC Section 33433, has been prepared by Keyser Marston Associates, Inc., regarding the Ground Lease, as amended by the Modification Agreement. A copy of the Section 33433 Report is on file at the office of the City Clerk and has been made available for public inspection. 2 (q) Pursuant to HSC Section 33433,the City Council held a noticed public hearing on this day on the Modification Agreement. Section 2. Approval of Agreement. The Modification Agreement, in the form set forth in Attachment A, is hereby approved. Each of the Mayor (or in the Mayor's absence, the Mayor Pro Tem) and the City Manager (each, an "Authorized Officer"), acting individually, is hereby authorized to execute and deliver,for and in the name of the City as the Housing Successor, the Modification Agreement, in substantially such form, with changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 3. HSC Section 33433 Findings. For purposes of HSC Section 33433, the City Council hereby finds as follows: (i) The leasing of the Land pursuant to the Ground Lease, as amended by the Modification Agreement,will provide housing low or very low income persons, and (ii) the consideration received by the City, as the Housing Successor, is not less than the fair reuse value at the use and with the covenants and conditions and development costs authorized by the Ground Lease, as amended by the Modification Agreement. Section 4. Approval of Amended Residual Receipts Note. The Amended Residual Receipts Note, in the form set forth in Attachment B, is hereby approved. Each Authorized Officer, acting individually, is hereby authorized to execute and deliver such instrument as necessary or appropriate to evidence the acceptance by the City, as the Housing Successor, of the Amended Residual Receipts Note in substantially such form, with changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 5. Other Acts. The Authorized Officers and all other officers of the Successor Agency are hereby authorized,jointly and severally, to do all things, including the execution and delivery of documents and instruments, which they may deem necessary or proper to effectuate the purposes of this Resolution,the Modification Agreement and the Amended Residual Note and assist with consummation of the Rehabilitation Financing. The City Clerk is authorized to attest to the City officers' signatures to any such document or instrument. Section 6. No Further NEPA or CEOA Review Required. On February 19, 2019, the United States Department of Housing and Urban Development approved a Determination of Categorical Exclusion (subject to 58.5)pursuant to 24 CFR 58.5 for the"rehabilitation and rental of a 76-unit apartment to benefit qualified low-income households upon completion" at 28493 Pujol Street in Temecula, California. No further environmental review is required under the National Environmental Protection Act or the California Environmental Quality Act. Section 7. Certification. The City Clerk shall certify to the adoption of this Resolution. 3 PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 13th day of August, 2019. Michael S. , Mayor ATTES • Randi y Clerk [SEAL] 4 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 19-51 was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 13th day of August, 2019, by the following vote: AYES: 5 COUNCIL MEMBERS: Edwards, Rahn, Schwank, Stewart, Naggar NOES: 0 COUNCIL MEMBERS: None ABSTAIN: 0 COUNCIL MEMBERS: None ABSENT: 0 COUNCIL MEMBERS: None di' .100rop Randi Johl, City Clerk I I ATTACHMENT A IAssignment, Assumption and Modification of Ground Lease and Regulatory Agreement (substantial final form) Recording Requested By and when recorded return to: Exempt from recording fees pursuant to Government Code Sec. 6103 ASSIGNMENT,ASSUMPTION AND MODIFICATION OF GROUND LEASE AND REGULATORY AGREEMENT THIS ASSIGNMENT, ASSUMPTION, AND MODIFICATION OF GROUND LEASE AND REGULATORY AGREEMENT (this "Modification") is made as of this _ day of ,2019(the"Effective Date"),by and between TEMECULA GARDENS,L.P.,a California limited partnership("Assignor"),TEMECULA GARDENS II,L.P.,a California limited partnership("Assignee"), and the CITY OF TEMECULA,in its capacity as the housing successor (the "Housing Successor") to the former Redevelopment Agency of the City of Temecula (the "Former Agency")pursuant to California Health and Safety Code Section 34176. Recitals A. Assignor is the owner of that certain seventy-six (76) unit multifamily apartment complex located in the City of Temecula,California,known as Temecula Gardens Apartments(the "Project"). B. The Project is located on certain real property leased by the Housing Successor to Assignor pursuant to that certain Ground Lease, dated as of July 1, 1998, by and between the Housing Successor(as successor with respect to the housing functions of the Former Agency)and Assignor (the "Ground Lease"). The Project is encumbered by, among other documents, that certain Regulatory Agreement dated as of July 1, 1998,by and between the Housing Successor(as successor with respect to the housing functions of the Former Agency) and Assignor (the "Regulatory Agreement"; together with the Ground Lease,the"Agreements"). C. Assignor desires to assign all of its right, title and interest in the Agreements to Assignee,and Assignee desires to accept and assume all of Assignor's right,title and interest in the Agreements, subject to the terms of the Agreements, as modified herein below. Agreement NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein contained and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Assignment,Assumption and Modification of Ground Lease 1 Error!Unknown document property name. 1. Assignment by Assignor. Assignor hereby transfers, assigns and sets over to Assignee all right,title and interest of Assignor in and to the Agreements as of the Effective Date. Assignor shall remain liable for all obligations of Assignor under the Agreements which arose or accrued prior to the Effective Date,and Assignor hereby indemnifies and agrees to defend and hold harmless Assignee and its partners, licensees, agents and their successors and assigns, from and against any and all losses, liabilities, damages, costs and expenses,including reasonable attorneys' and other professionals' fees (all such claims, losses, liabilities, damages, costs and expenses are "Losses") incurred, paid or required under penalty of law to be paid by Assignee by reason of the failure of Assignor to fulfill,perform or discharge any or all of the various commitments,obligations and liabilities of Assignor under the Agreements which arose prior to the Effective Date. The Housing Successor hereby consents to such assignment. 2. Acceptance and Assumption by Assignee. Assignee hereby accepts the foregoing assignment of all right, title and interest of Assignor in and to the Agreements and assumes and agrees to make all future payments as they come due under the Agreements and to perform and observe all the agreements,covenants and conditions of the Agreements on the part of Assignor to be performed and observed arising from and after the Effective Date.Assignee hereby indemnifies and agrees to defend and hold harmless Assignor and its respective partners,licensees,agents and their successors and assigns,from and against any and all Losses incurred,paid or required under penalty of law to be paid by Assignor by reason of the failure of Assignee to fulfill,perform and discharge any or all of the various commitments,obligations and liabilities of Assignee under the Agreements which arise or arose from and after the Effective Date. The Housing Successor hereby consents to such assumption. 3. No Defaults. Assignor represents to Assignee and the Housing Successor that no default, or any event which with the giving of notice or the passage of time would constitute a default, exists in the performance or observance of any agreement, covenant or condition of the Agreements on the part of Tenant to be performed or observed as of the Effective Date. Housing Successor acknowledges that it has no actual knowledge of any default under any Agreement. 4. Rehabilitation Plan: (a) Schedule of Performance: (i) The definition of"Schedule of Performance" in Section 1(y) of the Ground Lease is hereby deleted in its entirety and replaced as follows: "Schedule of Performance" shall mean the period of time within which the Owner and the Agency must perform their obligations hereunder. The Schedule of Performance attached hereto as Exhibit [B] and incorporated by reference herein." (ii) Exhibit[B]attached to this Modification shall be incorporated into the Ground Lease. Assignment,Assumption and Modification of Ground Lease 2 Error!Unknown document property name. (b) Scope of Development: (i) The definition of "Scope of Development" in Section 1(z) of the Ground Lease is hereby deleted in its entirety and replaced as follows: "Scope of Development" shall mean the description of the rehabilitation of the Project described in Exhibit [C] attached hereto and incorporated by reference herein." (ii) Exhibit[C]attached to this Modification shall be incorporated into the Ground Lease. (c) Completion of Construction. Section 8(c) of the Ground Lease is hereby amended and replaced by removing the phrase "August 31, 1999" and replacing it with the phrase"as provided for in the Schedule of Performance." 5. Extension of Term. The parties hereby agree that the term of the Ground Lease(the "Term") is hereby extended to the date expiring on December 31, 2075. Tenant, in its sole discretion, but with ninety (90) days advance written notice to Landlord, shall have the option to extend the Term for twenty (20) additional years, in which case the Ground Lease shall expire on December 31, 2095 (the"Extended Term"). 6. Extension of Regulatory Agreement. Tenant and Landlord hereby agree that the term of the Regulatory Agreement shall run concurrently with the Term (and Extended Term as applicable). Tenant and Landlord shall enter into, and record, an amendment to the Regulatory Agreement necessary to reflect such extension to the extent requested by Landlord. 7. Amendment of Existing Promissory Note. (a) Assignor executed that certain Promissory Note in favor of Landlord, dated July 1, 1998 (the "Existing Note"), in the maximum principal amount of$305,000.00 (the"RHF Loan"). Concurrently herewith,Assignor shall assign the Existing Note to Assignee,and Landlord and Assignee shall amend the Existing Note (the "Amended Note") to reflect the following provisions: (i) Upon the termination of this Lease (either at expiration date of the Term(or Extended Term,as applicable)or the earlier termination pursuant to the terms hereof), all then unpaid principal of and, accrued and unpaid interest on, the Existing Note shall become due and payable; and (ii) The Existing Note shall be, as of the Effective Date, unsecured and nonrecourse. Landlord shall reconvey the deed of trust recorded in connection with the Existing Note and shall execute a subordination agreement with the senior mortgage lender under terms reasonably acceptable to the City Manager.; and Assignment,Assumption and Modification of Ground Lease 3 Error!Unknown document property name. (iii) Payments of principal and interest on the RHF Loan shall be made by Assignee to Landlord on April lst of each year in the amount of the City's Share of Net Cash Flow(as defined herein) for the prior calendar year. All payments due from the City's Share of Net Cash Flow under the RHF Loan shall be paid prior to any amount due under the Ground Lease. (b) A default by Assignee of its obligation to pay principal and interest when required under the Amended Note(subject to any applicable notice and cure period) shall constitute a default by Tenant under the Ground Lease. 8. Annual Rent. (a) Rent Amount. As of the Effective Date, rent for the remainder of the Term ("Rent") shall be paid as follows: (i) Advance Rent. (a) On the Effective Date,[NOTE THAT THIS AMOUNT WILL BE FINALIZED AT CLOSING TO BE EQUAL TO 60% OF NET SALE PROCEEDS,WHICH WE ESTIMATE TO BE($761,000.00)] shall be paid to Landlord("Advance Rent"). (b) On the Effective Date, the Tenant will give the Landlord a promissory note("Landlord Note")in the original principal sum equal to the [One Million One Hundred Seventy Nine Thousand and 00/100 Dollars ($1,179,000.00)] [NOTE THAT THIS AMOUNT IS AN ESTIMATE AND WILL BE FINALIZED AT CLOSING PER THE FINAL AMOUNT OF NET SALE PROCEEDS] (the"Landlord Loan Amount"). The Landlord Note shall be in a form reasonably acceptable to the Housing Successor, providing for the following terms:(x)a maturity date of December 31,2075, (y)a simple interest rate of 3%,and(z)annual payments made from the City Share of Net Cash Flow after payment of the RHF Loan (described in paragraph 7 above) but before payment of the Surplus Rent (described below). (ii) Annual Rent. Commencing April 1, [2021], Tenant shall pay to Landlord rent("Annual Rent")in an amount equal to the City's Share of Net Cash Flow from the Premises for each Lease Year, less any amount of the City's Share of Net Cash Flow used to pay the RHF Loan and the Landlord Note(the"Surplus Rent"). Such Annual Rent shall be payable annually,in arrears, no later than April l st following such Lease Year. (iii) Annual Rent in Extension Term. In the event that Tenant shall elect to extend the Term of the Ground Lease, Tenant shall pay to Landlord an Annual Rent in the amount equal to the Surplus Rent on April 1 of each Assignment,Assumption and Modification of Ground Lease 4 Error!Unknown document property name. Lease Year during the Extended Term. (b) Definitions: (i) City's Share ofNet Cash Flow. The term"City's Share of Net Cash Flow"shall mean sixty-five percent(65%)of the Tenant's Net Cash Flow(as defined below) for the immediately prior Lease Year. (ii) Net Cash Flow. The definition of the term"Net Cash Flow"shall be deleted from the Ground Lease and revised as follows: "Net Cash Flow"shall mean cash available for distribution on an annual basis when Gross Income exceeds Operating Expenses and Debt Service. (iii) Gross Income. The definition of the term"Gross Income" shall be deleted from the Ground Lease and revised as follows: "Gross Income" means all cash received on a cash basis by the Tenant, or its successors or assigns from the Premises, including without limitation all rental income, tenant security deposits that have been forfeited by tenants pursuant to the laws of the state of California,laundry income paid to the Tenant, and fees for any other services on the Premises provided by Tenant,but excluding security deposits that have not been forfeited, insurance or condemnation proceeds(except for loss of rent insurance proceeds which shall be included),capital contributions by Tenant's partners,loans or other indebtedness(including without limitation the Tranche A Loan,the Tranche B Loan,the MASH Loan,and the RHF Loan),and any income earned on investment of its funds. (iv) Deferred Developer Fee. The term"Deferred Developer Fee"shall be added to the Ground Lease and defined to mean"the amount of developer fee which is(i) not paid from capital contributions of Tenant's partners or the Tranche A Loan and(ii)not paid from any equity loan made by the Tenant's general partner, which such Deferred Developer Fee is estimated to be$450,000 but shall be established by Tenant under the terms of its limited partnership agreement upon substantial completion of construction. (v) Operating Expenses. The term"Operating Expenses"shall be deleted from the Ground Lease and revised as follows:"Operating Expenses"means for any period: (i)all operating obligations actually and reasonably incurred by Tenant in owning,operating, maintaining, repairing, and replacing the Premises, including without limitation, Taxes, insurance,and maintenance expenses for the Premises,reasonable and customary accounting and legal fees, advertising expenses, supplies,license and permit fees, capital expenditures ((but excluding the payment of funds from the reserve once set aside),and utility charges;(ii) such Capital Replacement Reserves, operating reserves as Tenant's limited partner or any Mortgagee may require to be set aside for the Premises); (iii) a property management fee pursuant to the terms of the property management agreement which has been approved by Landlord,such approval not to be unreasonably withheld;(iv)an asset management fee,to be paid to the limited partner of Tenant as and when due under the Tenant's limited partnership agreement,in the amount of$5,000 per year,with a 3%annual escalation;(v)any unpaid tax Assignment,Assumption and Modification of Ground Lease 5 Error!Unknown document property name. credit adjuster payments,indemnity payments or partner loan payments due and owing to the under Tenant's limited partnership agreement,which such agreement is subject to Landlord's approval not to be unreasonably withheld; (vi)a partnership management fee,to be paid to the general partners of Tenant as and when due under the Tenant's limited partnership agreement,but in no event to exceed$20,000 with a 3%annual escalation; (vi)payment of any Deferred Developer Fee; (vii) reasonable expenses of all on-site employees, which employees shall be employees of the Premises and not the property manager,and(viii)such other sums payable to partners pursuant to the terms of Tenant's limited partnership agreement,which such agreement is subject to Landlord's approval not to be unreasonably withheld. Tenant shall be deemed to be required to pay Operating Expenses for materials and services upon receipt thereof,and to the extent services are not billed on a monthly basis, the bill for such services shall be prorated over the period during which such services were received. (vi) Debt Service. The term "Debt Service" shall be deleted from the Ground Lease and revised as follows: "Debt Service"means the total of the payments of principal and interest actually made by Tenant during the applicable period in question for the payment or repayment of any loan encumbering the property that is not payable from Net Cash Flow per the terms of this Agreement. (vii) Landlord shall have the right to review and approve,such approval not to be unreasonably withheld,any material amendments to Tenant's limited partnership agreement if such amendment affects any of the definitions described in this Section 8. 9. Financing for the Rehabilitation. Housing Successor hereby consents to the Assignor paying off the Washington Mutual Loan and the Agency Loan and to Assignee financing the rehabilitation of the Project with the financing sources: [NOTE: SUBJECT TO CHANGE PRIOR TO CLOSING] (a) [A first priority loan made by JPMorgan Chase Bank,N.A.(the"Lender"),or any other national bank or institutional lender reasonably acceptable to the Landlord, to Assignee made from the proceeds of the sale of tax-exempt bonds,in the maximum principal amount of approximately$6,493,529 (the"Tranche A Loan"). The Tranche A Loan shall have an interest rate of approximately five percent(5%),and shall be prepaid monthly with payments of principal and interest as required by Lender;] (b) [A second priority loan made by the Lender,made from the proceeds of the sale of tax-exempt bonds,to Assignee in the maximum principal amount of$1,925,000(the "Tranche B Loan"). Assignee anticipates that payment for the Tranche B Loan will be paid out of moneys deposited in the "Pledge Fund" under that certain Construction and Term Loan Agreement,dated July 1, 1998,as amended,by and between Assignee(as successor to Assignor)and the Successor Agency to the Temecula Redevelopment Agency(as successor to the Former Agency);] (c) [A subordinate loan made to Assignee pursuant to the multifamily affordable Assignment,Assumption and Modification of Ground Lease 6 Error!Unknown document property name. solar housing program, in the approximate principal amount of $361,000 (the "MASH Loan");] (d) equity provided by partners of the Assignee; and (e) any other subordinate loan or financing made to Tenant as may be reasonably acceptable to the Landlord. (f) The parties to this Agreement hereby agree that the Assignee shall assume the RHF Loan as of the Effective Date,provided,however,there shall be no new disbursements under the RHF Loan. 10. Further Refinancing. Assignee shall obtain Landlord's prior written consent before undertaking any additional refinancing of the obligations described in Section 8 or other financing affecting the Project. 11. Landlord's Option to Purchase. Landlord hereby agrees that it shall not exercise the option to purchase described in Section 21 of the Ground Lease until January 1 of the first Lease Year after the end of the low-income housing tax credit compliance period for the Project that commences after the Effective Date. 12. Landlord's Right of First Refusal. (a) The first two sentences of Section 22 of the Ground Lease shall be deleted and replaced as follows: "Landlord shall have a right of first refusal to purchase Tenant's leasehold interest herein in the event that Tenant intends to sell the leasehold interest to any entity that is not an Affiliate. If at any time Tenant receives an offer from any person or entity that is not an Affiliate to purchase Tenant's leasehold interest herein,which the Tenant desires to accept,then Tenant shall promptly deliver a copy of same to Landlord." (b) Upon the request of the any senior lender or a limited partner of the Tenant, the Landlord will subordinate its purchase option described in Section 21 of the Ground Lease and/or its right of first refusal described in Section 22 of the Ground Lease,provided such subordination will be on terms reasonably acceptable to the Landlord. 13. Managers Unit. Housing Successor hereby acknowledges and agrees that one of the seventy-six (76)units in the Project may be rented as a manager's unit. 14. Encumbering of Premises. Section 17(e)(xi)of Ground Lease shall be deleted in its entirety and replaced as follows: Assignment,Assumption and Modification of Ground Lease 7 Error!Unknown document property name. "(xi) On termination of this Lease by Landlord on Tenant's default, or on the Lender's acquisition of the leasehold by foreclosure,Landlord shall enter into a new lease or an amendment of the Lease(each a"New Lease")with the Lender covering the Premises covered by the terminated or foreclosed lease if the Lender (a) gives notice of request within 30 days after termination or foreclosure(b)pays all out-of- pocket costs incurred by Landlord in preparing such New Lease,and(c)remedies all defaults construed as though the Lease had not been terminated except for any default by Tenant to pay Annual Rent or any amount owed under the RHF Loan due prior to the date of Lender(or its successor or assignee)entering into such New Lease. The New Lease shall be for the remainder of the Term (or the Extended Term, as applicable)of the terminated or foreclosed lease,effective at the date of termination or foreclosure, at the rent and on the covenants agreements, conditions,provisions, restrictions, and limitations contained in the terminated or foreclosed lease." 15. Equity Investor's Right To Cure: (a) Notice of Default.Concurrently with giving notice of default to Tenant under Section 18(a)of the Ground Lease,Landlord shall deliver(in accordance with the provisions of Section 23 of the Ground Lease)a copy of such notice of default to any limited partner of the Tenant("Equity Investor") at its address set forth below: [TBD] (b) Equity Investor's Right to Cure. Landlord will not terminate this Lease because of any default on the part of Tenant under the Ground Lease or the RHF Note if the Equity Investor,within ninety(90)days after Landlord has sent a written notice pursuant to Section 18(a) of the Ground Lease: (i) Cures such default,if the such default can be cured by the payment of money, or, if the default is not so curable, commences or causes the trustee under the encumbrance to commence, and thereafter diligently pursue to completion proceedings to foreclose the encumbrance; and (ii) Keeps and performs all of the covenants and conditions of the Ground Lease requiring the payment or expenditure of money by Tenant. 16. Severability. The provisions of this Modification are severable, and if any one or more provisions may be determined judicially unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions,to the extent enforceable,shall nevertheless be binding upon and enforceable against the parties hereto to the extent they may reasonably be enforced apart from that which is invalidated. 17. Full Force and Effect. Except to the extent modified hereby, all of the terms of the Agreements shall remain in full force and effect. To the extent of any conflict between this Modification and the Agreements,this Modification shall control. Assignment,Assumption and Modification of Ground Lease 8 Error!Unknown document property name. 18. Successors and Assigns. This Modification is binding upon and shall inure to the benefit of the parties hereto and their successors, heirs and assigns. 19. Governing Law. This Modification shall be governed by,and construed and enforced in accordance with, the laws of the State of California. 20. Memorandum of Lease. Landlord and Tenant agree that the parties shall enter into, and record, an amendment to the Memorandum of Lease Right of First Refusal and Option to Purchase the Property by and between Landlord and Tenant,dated as of July 1, 1998,as necessary to reflect the provisions of this Modification. 21. Counterparts: Electronic Signatures. This Modification may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Modification may be signed and transmitted by facsimile machine or electronic mail (via .pdf or similar transmittal), and any signatures so transmitted shall be treated as an original document. BALANCE OF PAGE INTENTIONALLY LEFT BLANK Assignment,Assumption and Modification of Ground Lease 9 Error!Unknown document property name. IN WITNESS WHEREOF,the undersigned have executed this Modification as of the day and year first above written. ASSIGNOR: TEMECULA GARDENS,L.P., a California limited partnership By: Affirmed Housing Group, Inc., a Delaware corporation its General Partner By: Name: Title: ASSIGNEE: TEMECULA GARDENS II, L.P., a California limited partnership By: Affirmed Housing Group, Inc., a Delaware corporation its General Partner By: Name: Title: CITY OF TEMECULA, AS HOUSING SUCCESSOR By: Name: Title: [NOTARY ACKNOWLEDGEMENTS WILL BE REQUIRED] Assignment,Assumption and Modification of Ground Lease Error!Unknown document property name. EXHIBIT B Schedule of Performance Mission Village II Performance Schedule 1. Oversight Board meeting 9/5/2019 2. TCAC/CDLAC application 10/11/2019* 3. DOF approval within 45-60 days of OB approval 4. TCAC/CDLAC award 12/11/2019 5. Construction loan closing within 60 days of TCAC/CDLAC award 6. Construction start within 30 days of construction loan closing 7. Construction completion within 12 months of construction start 8. 100%occupancy within 4 months of construction completion *Note: Subject to DOF approval of Oversight Board resolution. Assignment,Assumption and Modification of Ground Lease Error!Unknown document property name. EXHIBIT C Scope of Development Rehabilitation Scope of Work Synopsis BASIS Version 2 February 19.2019 Details. Property Name Mission Village Apartments Address 28493 Pujol Steel City.Stab.Zip Temecida,CA 92590 REVISION DATE 43.472 Property Type Mull-family Number of Buildings 9 Item Ouanety Units Narrative SITE Amenities Fence Refresh finish on fencing end metre minor rapers as needed. Amenities Fence Add new fence on south side 011ie property. Amenities Tot Lot Replace son fall(rubberized)at lot lot.Also.replace worn components on aiding play structure as needed.Some improvement for aceessidiy may be required.tt has been discussed that one of ile lot lots may be converted to a dog run. Amenities Dog Run Budget for conversion ofexbWig Tot Lot b Dog Run. Amenities Meiboxes Changes for accesslbilif compllace as needed. Amenttes Sne lighting Some rasing lo light posts have been observed.Repair light posts as necessary.Additionally.energy end mantenance swings can be realized by replacing he owning lamps will 90-wall LED lamps.Light posts are b be down-lit PnnrVPkg Asphalt paving sealing and striping The asphalt seal coat and parking stal markings are beginnng to fate.Reseal and stripe he parking areas in Ore near future. Pvm'fPkg Drainage Instal new drain inlets and tie to existing drainage lines to aleviete ponding after storms(behind Building F) Siang/ Directional Budget for new property graphics/Nonage package inching new direcional and wayfnsing sign post to be installed al landscape accent areas Sigmage Awessibiily Instal compliant signage wail braile translator at all ends Fire deparenon compliance for building ID and accessibility for and and roan ID with Braila.NpcaL Same areas of path of travel are nancamformng.Detailed inspection required.Provide conforming path of travel al recurred Accessibility Path of Travel areas throughout he site as required by CTCAC regulations nduding from loaning areas to common area and designated accessible unit miles. BUILDINGS 8.COMMON AREAS Exterior Stars Raings Refresh finish on handrails and make moor repairs as needed. Extend Stars Safety Upgrades Contrasting stair nosngs at lop and bottom stairs are recommended at exterior stair to campy with accessbiily guidelines and prevent injury. Facades Sda.o Some cracks have heal observed.Petdl.repay.and pan(stucco as needed.No slum coal necessary as per Owner's request. Facades Wood AccentsWood lam al some deck fascias are stating todelenmate.Some replacements are warranted.GSM nashng b be added for protection of exposed ends. The buidngs are finished will panted Memo and some wood trim.Apply waterproof polyurethane sealants at all FacadesExtenorParnl fenestration.gaps and mints such as tasdash COD.Prepare and pent all building extenors.Include dastomenc pnmer al all Mean cap wnddens and wrap up and down et least 12 itches onto adjacent facades.Usual topcoat over Prime and pent al doors wit UV resistant flash. Major damage have been observed on some bacon es.which may be a result of water damage Repairs are necessary for Balconies Structure damaged balconies.which may include new framing sheeting and waterproofing.New posts and beans may be necessary to replace damaged posts and beans in some areas. Balconies Raines It has been observed hat the railings are attached on the deck.Replace all with fascia mounted ratings. Electhcd Closet Doors R_rar/re.ace extent electrical closet doors as necessa MECHANICAL/ELECTRICAL/PLUMBING Mechanical Humidetat Fans Replace bathroom fans with humidstat type fans or controllers.Note that first floor fans should be ire rated with radiant dampers. Mechanical HVAC some units have oval-mounted at wndifoninq units.Replace/acid spit system HVAC at at units. Mechanical HVAC Replace original condensers with new 14 SEER or better ends Electrical Building mounted Wiling Building mounted lights and futures provided al he unit entries and patios and balconies can be replaced with LED or other high efficiency filing. Electrical Interior lighting Replace al nterlor lighting with LED or other high efficiency idling. Electrical Smoke and Carbon Monoxide Detectors Replace al smoke and carbon monoxide detectors.Provide 110v wring.Use combined CO1/Srnuke detector if not already provided in unit. Plumbing Plumbing Fixturestt is recommended hat all units be provided with 12 gpf water closets and water sense shaver heads and faucets to improve water usage. Plumbing Water Healer-Gas Replace al water heaters 5 yeas and older with high eminency equipment Opbai to keep existing water healer closet aid r:.locn.oct55. :s water healer with electrical water heater. UNIT INTERIORS Assignment,Assumption and Modification of Ground Lease Error!Unknown document property name. Rehabilitation Scope of Wolk Synapsis BASIS T C Vernon February 19.2019 Debts Property Name Manion Village Apanmenla Address 28493 P01o1 Sleet City.Slab.Zip Temecula,CA 92590 REVISION DATE 43,472 Property Type Mali-betty Number of Bebings 9 ism Quantity Units Narrative All Amos Demotion it udgol for demo and disposal in support of fun scope rehabetaban Common Areas Fbonng Replace with vent plank or other smiler bonne Common Areas Applimmes Replace appliances in Kitchen win energy star rated appliances Common Amos Appliances Replace washer and dryers wile energy star riled appliances Interior F8C Drywal Paldh and Repair n preparation for paining repair any damage to walk,mum mildew,holes.Asmpions from tetanal and counterwork.Top wet ceiling prime el walls and doors prior to topcoat. Interim F8C Bath Acoessones Replace al. Interior F8C Fbonng Replace al lower lava Ibonng with new watapoof vinyl Walk.Replace upper level ben,circulation areas and Mohan flooring win new waterproof vinyl.Balance of upper level camel b be wlpel. Interim FBC Cabnels and Coun lerbps Replace al. Interior MSC Vanity and Counlenops Replace al. letena MSC DishwasherNol al urine have delwasnera Replace dshwashee will energy efruenl ume.Add dshwashea al units with no exeeng dishwashers. Intents FBC Refrigerator Replace wrath coun ler depth units as space rebuses.Replace appliances thrcughoul b mpwe energy efficiency for the property and in accordance with CTCAC real0Ions. Interim MSC Ranges Replace al. line ongnal one pace rub/surrounds are beginning to show signs of age.Refurbish and reglaze all al Ground Level.Replace Interior MSC Tub/surrounds a1 bibs with new 3-pace bona at Level 2.Awessite oe es will repine new tub/surrounds tarok's costs are nduded below for those fixtures. Accessibility Tub/sun-minds Replace tubs n accessible units win modular rub/showers aid aeinslaled accessories.One of each ADA unit type is to have rol-n showers. In accordance war CTCAC regulaibns,a bla of 10%One undo musl be lily awessine.Replacement of the tub/surrounds Accessibility Calvas(unit to avnssitle cabinets,vaniles,nstalalon of conforming plumbing fugues.lowered thermostat nights,aid otter motlhwtons wfl be needed to bnng unit into full CBCt 1 B conformance. Aacessibtlily Audile nsualy'insetted units In accordance with CTCAC regublIons,a Iota of 4%of the unit met have a commodalorss for the visual and neatng impared including a tsar MO door bell system and strobe ebrm s. Ao®ssidhy Community Room Kitchen Add new kAMene lie win containing cabinets and appliances. Assignment,Assumption and Modification of Ground Lease Error!Unknown document property name. IATTACHMENT B Assignment,Assumption and Modification of Promissory Note (substantial final form) ASSIGNMENT,ASSUMPTION AND MODIFICATION OF PROMISSORY NOTE THIS ASSIGNMENT,ASSUMPTION,AND MODIFICATION OF PROMISSORY NOTE (this"Assignment")is made as of this_day of ,2019(the"Effective Date"),by and between TEMECULA GARDENS, L.P., a California limited partnership ("Assignor"), and TEMECULA GARDENS II,L.P.,a California limited partnership("Assignee"),and the CITY OF TEMECULA,CALIFORNIA,in its capacity as the housing successor(the"Housing Successor")to the former Redevelopment Agency of the City of Temecula (the "Former Agency") pursuant to California Health and Safety Code Section 34176. Recitals A. Assignor is the owner of that certain seventy-six (76) unit multifamily apartment complex located in the City of Temecula, California, known as Mission Village Apartments (the "Project"). B. The Project is located on certain real property leased by the Housing Successor to Assignor pursuant to that certain Ground Lease, dated as of July 1, 1998, by and between the Housing Successor(as successor with respect to the housing functions of the Former Agency)and Assignor(the"Ground Lease"). 111 C. The Former Agency made a loan of$305,000.00 ("RHF Loan") to Assignor, as evidenced by that certain Promissory Note dated as of July 1, 1998 (the"Note"). D. Contemporaneous with the execution of this Assignment,Assignor intends to transfer ownership of the Project to the Assignee,and to assign its interest in the Ground Lease to Assignee. E. Assignor desires to assign all of its right, title and interest in the RHF Loan to Assignee and Assignee desires to accept and assume all of Assignor's right,title and interest in the RHF Loan, subject to the terms and conditions of the Note, as modified herein. F. The parties hereto agree to modify the Note in accordance with the terms set forth below. Agreement NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, hereby agree as follows: 1. Assignment and Assumption. Assignor hereby assigns to Assignee, and Assignee hereby accepts and assumes from Assignor,all of Assignor's right,title, interest and obligations as Borrower under the RHF Note (as modified herein)as of the Effective Date. Error!Unknown document property name. 2. Payments of Principal and Maturity Date. The first paragraph of the Note is deleted in its entirety and replaced as follows: "Commencing on April 1, 2021, payments of principal and interests shall be paid annually, in an amount equal to the City's Share of Net Cash Flow(as defined herein). In any event, all unpaid principal and interest shall accrue and be due and payable upon the termination of the Ground Lease (either at the expiration of the term or earlier termination pursuant to the terms thereof)(the"Maturity Date"). Each payment under this Note shall be credited first on interest then due, and the remainder, if any on principal, and interest shall thereon cease upon the principal so credited." 3. City's Share of Net Cash Flow. The term"City's Share of Net Cash Flow" shall mean sixty-five percent(65%)of the Assignee's Net Cash Flow(as defined in the Ground Lease)for the immediately prior year. 4. Security and Recourse. a. Deed of Trust. As of the Effective Date, the RHF Loan and the Note shall be unsecured and non-recourse.The Deed of Trust recorded in connection with the RHF Loan shall be reconveyed by Housing Successor contemporaneously herewith, and any and all reference to the Deed of Trust in the Note shall be deleted in its entirety. b. Recourse. Paragraph 7 of the Note shall be deleted in its entirety and replaced as follows: "In the event of any default under the terms of this Note, the general and limited partners of the Borrower shall not be personally liable for the payment of this Note." 5. Notice: Any notice to Borrower provided under the Note shall be made to the following address: 6. Full Force and Effect. Except to the extent modified hereby, all of the terms of the Note shall remain in full force and effect.To the extent of any conflict between this Assignment and the Note,this Assignment shall control. 7. Miscellaneous: a. This Assignment shall be governed by and construed in accordance with the laws of the State of California, applicable to contracts made and performed in California. b. This Assignment may be executed in counterparts and evidenced by facsimile or by electronic mail, all of which shall be binding as a fully-executed single original of Assignment. c. This Assignment shall be binding on and shall inure to the benefit of Assignor, Assignee,the Housing Successor and their respective successors and assigns. Assignment,Assumption and Modification of Note -2- Error!Unknown document property name. d. Each of the individuals signing this Assignment hereby represents and warrants that he or she has the full right,power,capacity and authority to execute and deliver this Assignment as a binding and valid obligation of such party. BALANCE OF PAGE INTENTIONALLY LEFT BLANK Assignment,Assumption and Modification of Note -3- Error!Unknown document property name. IN WITNESS WHEREOF,the undersigned have executed this Assignment as of the day and year first above written. ASSIGNOR: TEMECULA GARDENS, L.P., a California limited partnership By: Affirmed Housing Group, Inc., a California corporation its General Partner By: Name: Title: ASSIGNEE: TEMECULA GARDENS II,L.P., a California limited partnership By: Affirmed Housing Group, Inc., a California corporation its General Partner By: Name: Title: CITY OF TEMECULA,AS HOUSING SUCCESSOR By: Name: Title: Assignment,Assumption and Modification of Note Error!Unknown document property name. TEMECULA REDEVELOPMENT PROJECT TEMECULA, CALIFORNIA SUMMARY REPORT PERTAINING TO THE PROPOSED LEASE OF CERTAIN PROPERTY WITHIN THE REDEVELOPMENT PROJECT AREA California Community Redevelopment Law Section 33433 PURSUANT TO THE ASSIGNMENT, ASSUMPTION AND MODIFICATION OF GROUND LEASE AND REGULATORY AGREEMENT; ASSIGNMENT, ASSUMPTION AND MODIFICATION OF LOAN AGREEMENT; AND ASSIGNMENT, ASSUMPTION AND MODIFICATION OF PROMISSORY NOTE BY AND BETWEEN THE CITY OF TEMECULA OPERATING AS THE HOUSING SUCCESSOR TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA GARDENS, L.P. Temecula, California July 2019 TABLE OF CONTENTS Page I.Introduction ........................................................................................................................................ 1 II.Costs of the Agreements to the City ................................................................................................... 4 III.Estimated Value of the Interest to be Conveyed at the Highest and Best Use Permitted Under the Redevelopment Plan ........................................................................................................................... 5 IV.Estimated Value of the Interest to be Conveyed at the Use and with the Conditions, Covenants, and Development Costs Required by the Agreements ....................................................................... 6 V.Compensation which the Developer will be Required to Pay ............................................................. 9 VI.Explanation of the Difference, if any, between the Compensation to be Paid to the City by the Proposed Transaction and the Fair Market Value of the Interest to be Conveyed at the Highest and Best Use Consistent with the Redevelopment Plan .......................................................................... 10 VII.Explanation of Why the Lease of the Property will Assist with the Elimination of Blight ................ 11 VIII.Limiting Conditions............................................................................................................................ 12 I.INTRODUCTION A.Purpose of Report This Summary Report was prepared in accordance with Section 33433 of the California Community Redevelopment Law in order to inform the Housing Successor to the former Redevelopment Agency of the City of Temecula (Agency), the City of Temecula (City) and the public about the proposed transaction between the City and Temecula Gardens, L.P. (Developer). As background, the City and the Developer entered into a Disposition and Development Agreement and Ground Lease in July 1998 (Original Agreements) to provide for the rehabilitation of 38 existing units and the construction of 38 new units, for a total of 76 affordable residential apartment units (Project). The Project sits on 4.14 acres of land (Property) located on Pujol Street in the City of Temecula. The Project is affordable to households at Very Low- and Low-Income levels. The Developer now plans to refinance and rehabilitate the Project. The City and the Developer propose to enter into an Assignment, Assumption and Modification of Ground Lease and Regulatory Agreement; Assignment, Assumption and Modification of Loan Agreement; and Assignment, Assumption and Modification of Promissory Note (Agreements). Rehabilitation of the Project will be financed using tax-exempt bonds and 4% Low Income Housing Tax Credits. This Report describes and specifies: 1.The costs to be incurred by the City under the Agreements; 2.The estimated value of the interest to be conveyed by the City to the Developer at the highest and best use permitted under the Redevelopment Plan; 3.The estimated value of the interest to be conveyed at the proposed use and with the conditions, covenants, and development costs pursuant to the proposed Agreements; 4.The compensation to be paid to the City pursuant to the proposed transaction; 5.An explanation of the difference, if any, between the compensation to be paid to the City under the proposed transaction, and the fair market value at the highest and best use consistent with the Redevelopment Plan; and 6.An explanation of why the conveyance of the interest will assist with the elimination of blight. Section 33433 Summary Report Page 1 Mission Village II – Resyndication Analysis 19073kal 19454.048.001 B.Summary of Findings The City engaged its economic consultant, Keyser Marston Associates, Inc. (KMA), to analyze the financial terms contained in the proposed Agreements. KMA reviewed the draft Agreements under discussion between the City and the Developer as of the date of this Report. The KMA conclusions are summarized as follows: The estimated costs of the Agreements to the City total $3,991,000. The estimated fair market value of the interest to be conveyed at its highest and best use is $2,263,000. The estimated fair re-use value of the interest to be conveyed is negative $1,965,000. The estimated value of the compensation to be received by the City is $1,573,000. C.Description of Area and Proposed Project Old Town Temecula was founded in the 1880s and is located in the heart of Temecula. The Old Town area is characterized as a unique and historic environment with a distinct western theme that is present in its streetscape and architecture. The historic neighborhood offers its residents and tourists a variety of specialty shopping, dining, and entertainment uses. Table 1 describes the physical characteristics of the Project. The Project consists of 76 apartments in two-story buildings. The apartments comprise 38 two-bedroom and 38 three-bedroom units with an overall average size of 939 square feet (SF). Seventy-five (75) units will be affordable to Very Low- and Low-Income households earning up to 60% of Area Median Income (AMI). The Project is situated on a 4.14-acre site on Pujol Street in the City of Temecula. D. Proposed Transaction Terms This section summarizes the salient aspects of the business terms contained in the proposed Agreements. The Developer will enter into a 55-year ground lease with the City (Ground Lease) for the Property. The Ground Lease will have an option to extend for an additional 20 years (Extended Term). Section 33433 Summary Report Page 2 Mission Village II – Resyndication Analysis 19073kal 19454.048.001 The Developer will rehabilitate 75residential units, affordable to Very Low-and Low-income families, and one (1) manager unit. It is the responsibility of the Developer to ensure that applicable City zoning and land use requirements will permit rehabilitation of the proposed Project. The Developer will be responsible for all development costs, including site preparation, relocation, rehabilitation of the Project, and off-site improvements. It is the responsibility of the Developer to conform to all applicable Federal and State labor laws including requirements, if any, to pay prevailing wages. The Developer will apply to the California Debt Limit Allocation Committee (CDLAC) for a tax- exempt bond allocation. The Developer will execute two notes in favor of the City, totaling $1,484,000, as listed below. Neither note will require the City to contribute any new cash amount to the Developer. (1)RHF Loan in the amount of $305,000. This note is effectively an assumption of an existing cash loan that the City made to the Project in 1998 (discussed in Section II-C). (2)Landlord Note in the amount of $1,179,000. This note represents a minimum ground rent amount to be paid to the City in exchange for the new 55-year lease. The RHF Loan and Landlord Note will both have terms of 55 years and will bear simple annual interest rates of 3% commencing on the date of disbursement. The City’s annual Pledge Fund payments will be reduced to $295,000 from $305,000. The City will receive 65% of Project-generated residual receipts. Residual receipts will be calculated as the Project's gross income less operating expenses, debt service, and repayment of deferred developer fee. Payments will be made first to pay down the RHF Loan and then to pay down the Landlord Note. Upon repayment of the Landlord Note, the City’s 65% share of residual receipts will be paid to the City as Surplus Rent. Affordability restrictions on the Project will remain in effect for a term of 55 years. Section 33433 Summary Report Page 3 Mission Village II – Resyndication Analysis 19073kal 19454.048.001 II.COSTS OF THE AGREEMENTS TO THE CITY A.Summary of Costs of the Agreements to the City The estimated costs of the Agreements total $3,991,000, as summarized below. City Costs Amount Acquisition Costs $1,669,169 Existing Note (RHF Loan) $305,000 Third Party Costs $75,000 Net Present Value of Pledge Funds Amount$1,942,000 Total City Costs (Rounded) $3,991,000 B.Acquisition Costs The City’s outlay for acquisition and acquisition-related costs totals $1,669,169. These costs were reported as part of original transaction in the Section 33433 Summary Report in May 1998. Acquisition costs were comprised of acquisition, relocation, demolition, and other site preparation costs. The City will not incur any new acquisition costs as a result of the proposed Agreements. C.Existing Note (RHF Loan) The City made a loan to the Project in the amount of $305,000 in 1998 (RHF Loan). Under the terms of the Agreements, this note will effectively be assumed and extended for a new 55-year term. The City will not contribute any new cash amount to the Developer. D.Third-Party Costs The gross estimate of third-party costs, comprised of legal and economic consultants, totals $75,000. E.Pledge Funds Amount Under the terms of the Original Agreements, the City is still responsible for eight (8) more years of Pledge Fund payments in the amount of $305,000 per year. Under the proposed Agreements, this annual City contribution will be reduced to $295,000. KMA estimates that the net present value (NPV) of these annual payments is $1,942,000. This value reflects a 6.0% discount rate. Section 33433 Summary Report Page 4 Mission Village II – Resyndication Analysis 19073kal 19454.048.001 III.ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED AT THE HIGHEST AND BEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN This section presents an analysis of the fair market value of the Property at its highest and best use. In appraisal terminology, the highest and best use is that use of the Property that generates the highest property value and is physically possible, financially feasible, and legally permitted. Therefore, value at highest and best use is based solely on the value created and not on whether or not that use carries out the redevelopment goals and policies for the City. The Property is currently zoned NR (Neighborhood Residential), Old Town Specific Plan. This zoning allows for neighborhood residential use. The multi-family density allowed under this zoning is 20-35 units/acre. Pursuant to the Original Agreements, the Property is ground leased to the Developer through 2048. Therefore, the fair market value at highest and best use can be determined based on the value of the City’s leased fee interest. This value has two components: (1) projected cash flow payments under the existing ground lease, and (2) the value of reversion of fee simple interest in the Property to the City at 2048. Each of these components is evaluated below. 1.Under the terms of the Original Agreements, the Developer is required to make annual rent payments to the City based on the lesser of: (a) annual Project-generated residual receipts, or (b) a schedule of rent payments delineated in the Original Agreements. In the last few years, the Developer’s payments to the City have been less than the scheduled of payments and the Project has generated the same, or less, cash flow than each prior year. Based on the Project’s historical performance, KMA conservatively assumed that the cash flow payments would remain at $125,000 per year through 2027 (end of Pledge Fund obligation) and then zero for the remainder of the ground lease. These annual payments are estimated to have a present value (PV) of $792,000, assuming a 10.0% discount rate. 2.Upon expiration of the Original Agreements in 2048, the Property will revert to the City. The value of the Property is estimated to have a PV of approximately $1,471,000, assuming a 10.0% discount rate. This value reflects an estimated market rate value of $150,000 per unit in 2019 dollars and escalated at 2.5% annually. Conclusion In view of the above considerations, KMA finds that the fair market value of the Property at its highest and best use is $2,263,000, as summarized below: Value at Highest and Best Use Amount Cash Flow Participation $792,000 Reversion Value $1,471,000 Total Value at Highest and Best Use $2,263,000 Section 33433 Summary Report Page 5 Mission Village II – Resyndication Analysis 19073kal 19454.048.001 IV.ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED AT THE USE AND WITH THE CONDITIONS, COVENANTS, AND DEVELOPMENT COSTS REQUIRED BY THE AGREEMENTS This section explains the principal conditions and covenants which the Developer of the interest to be conveyed must meet in order to comply with the Agreements. The Agreements contain specific covenants and conditions designed to ensure that the conveyance of the Property will be carried out in a manner to achieve the City’s objectives, standards, and criteria under the Redevelopment Plan. Based on a detailed financial feasibility analysis of the Project, KMA concludes that the fair re-use value of the interest to be conveyed is negative $1,965,000. KMA estimated the re-use value of the interest to be conveyed based on the anticipated income characteristics of the proposed Project. Re-use value is defined as the highest price in terms of cash or its equivalent which a property or development right is expected to bring for a specified use in a competitive open market, subject to the covenants, conditions, and restrictions imposed by the Agreements. KMA reviewed and analyzed the financial pro forma submitted by the Developer for the Project. Tables 2 through 4 present the KMA residual value analysis for the proposed Project. Estimated Development Costs Table 2 summarizes estimated development costs for the Project. Total development costs for the Project are estimated at $9,145,000, or $126 per SF GBA, which equates to approximately $120,300 per dwelling unit. Total development costs consist of the following: Direct construction costs, such as off-site improvements; on-site improvements; parking; building rehabilitation; furniture, fixtures, and equipment (FF&E); and contingency. An allowance has been factored for temporary tenant relocation. The total direct costs are estimated to be $5,424,000, or $75 per SF GBA. The estimate of direct costs does not assume the payment of prevailing wages. Indirect costs, such as architecture and engineering, permits and fees, legal and accounting, taxes and insurance, developer fee, marketing/lease-up, and contingency. These are estimated to be $2,457,000, or 45.3% of direct costs. Section 33433 Summary Report Page 6 Mission Village II – Resyndication Analysis 19073kal 19454.048.001 Financing costs, including loan fees, interest during construction/lease-up, title/recording/escrow fees, Tax Credit Allocation Committee (TCAC) costs, and operating reserves. Total financing costs are estimated at $1,264,000, or 23.3% of direct costs. Net Operating Income Table 3 presents an estimate of stabilized Net Operating Income (NOI) for the Project, as follows: The Agreements will restrict the residential units to 50% (Very Low Income) and 60% AMI (Low Income), consistent with California Redevelopment Law (CRL) requirements. As discussed earlier, the Developer plans to finance the Project with tax-exempt bonds and Low Income Housing Tax Credits (LIHTC). Therefore, the Developer has proposed an affordability mix that complies with the requirements of those funding sources, as shown below: Number of Area Median Income Units 40% AMI - Very Low Income 8 units 50% AMI - Very Low Income 8 units 60% AMI – Low Income 59 units Total Restricted Units 75 units The Developer will have to comply with the more restrictive of the two programs (CRL and LIHTC) when determining the affordable rent calculations. The proposed affordability mix, shown above, results in an average affordability for the Project (excluding the Manager’s unit) of 57% AMI. Additionally, the Developer has secured Project Based Vouchers (PBVs) for eight (8) of the affordable units. Based on these restrictions, total annual rental income amounts to $902,000. Other income, such as laundry and vending, is estimated at $15 per unit per month. A vacancy factor of 5.0% is assumed. Total expenses have been estimated at $5,200 per unit per year. These consist of operating expenses, taxes/assessments, replacement reserves, bond monitoring fee, and tenant services. Based on these assumptions, stabilized annual NOI for the proposed Project is estimated at $475,000. Section 33433 Summary Report Page 7 Mission Village II – Resyndication Analysis 19073kal 19454.048.001 Supportable Funding Sources As shown in Table 4, KMA estimates total available funding sources for the Project comprised of the following: Sources of Funds Amount Supportable Permanent Loan(Tax-Exempt Bond) $6,493,000 Tranche B Loan (Pledge Fund) $1,925,000 Tax Credit Equity Investment $4,108,000 Deferred Developer Fee $450,000 General Partner Equity Contribution $397,000 Multifamily Affordable Solar Housing (MASH) $361,000 RHF Loan$305,000 Solar Tax Credits $141,000 Total Sources of Funds $14,180,000 Total funding sources equal $14,180,000. These figures represent reasonable estimates of the maximum amounts available for each funding source. Residual Value – City Leased Fee Interest Table 4 also presents the KMA estimate of residual value for the City’s leased fee interest. Residual value can be estimated as the difference between total available funding sources and total development costs. The comparison of total funding sources and total development costs yields a residual value for the City’s leased fee interest of negative $1,965,000, as shown below: Residual Value–City Leased Fee Interest Amount Total Sources of Funds $14,180,000 (Less) Development Costs ($9,145,000) (Less) Acquisition Costs –Existing Leasehold Interest ($7,000,000) Residual Value–City Leased Fee Interest ($1,965,000) Conclusion Based on the foregoing analysis, KMA concludes that the fair re-use value of the interest to be conveyed is negative $1,965,000. Section 33433 Summary Report Page 8 Mission Village II – Resyndication Analysis 19073kal 19454.048.001 V.COMPENSATION WHICH THE DEVELOPER WILL BE REQUIRED TO PAY This section summarizes the total compensation to be paid by the Developer to the City for the interest to be conveyed. Developer compensation to the City will take the form of the following three (3) components: 1.The Developer will pay Advance Rent, currently estimated at $761,000. 2.The Developer agrees to pay 65% of residual receipts to the City toward repayment of the RHF Loan and Landlord Note. Upon repayment of both, the City’s share of residual receipts will be collected as Surplus Rent. Tables 5 and 6 present the KMA estimate of City compensation from the Project’s annual cash flow. As summarized below, the residual receipts revenue stream is estimated to have a net present value (NPV) of approximately $554,000, assuming a 10.0% discount rate. 3.Upon expiration of the Agreements, the Property will revert to the City. The value of the Property is estimated to have a NPV of approximately $258,000, assuming a 10.0% discount rate. The following summarizes the total compensation to the City: Compensation to City Amount Advance Rent $761,000 Present Value of Future Cash Flow (1)(2)$554,000 Reversion Value (1)(3) $258,000 Total Compensation to City$1,573,000 (1) Present value figures expressed in 2019 dollars, at a 10% discount rate. (2) Future cash flow is comprised of payments on RHF Loan, Landlord Note, and Surplus Rent. Based on unrestricted market value of $150,000 per unit in 2019 dollars and (3) escalated at 2.5%. Conclusion Based on the foregoing analysis, KMA concludes that the effective compensation to be paid to the City for the interest to be conveyed is $1,573,000. Section 33433 Summary Report Page 9 Mission Village II – Resyndication Analysis 19073kal 19454.048.001 VI.EXPLANATION OF THE DIFFERENCE, IF ANY, BETWEEN THE COMPENSATION TO BE PAID TO THE CITY BY THE PROPOSED TRANSACTION AND THE FAIR MARKET VALUE OF THE INTEREST TO BE CONVEYED AT THE HIGHEST AND BEST USE CONSISTENT WITH THE REDEVELOPMENT PLAN The fair market value of the interest to be conveyed at its highest and best use is estimated by KMA to be $2,263,000. The compensation to be paid to the City pursuant to the Agreements is estimated by KMA to be $1,573,000. Factors affecting the difference in compensation to the City and fair market value of the interest to be conveyed at highest and best use include: The Project will consist of apartment units restricted to Very Low- and Low-Income households for 55 years. The Project is proposed to receive a subsidy from the Low Income Housing Tax Credit program, which imposes specific covenants and restrictions on development and operation of the Project. The Project was developed on a ground lease rather than fee simple ownership. Section 33433 Summary Report Page 10 Mission Village II – Resyndication Analysis 19073kal 19454.048.001 VII.EXPLANATION OF WHY THE SALE OF THE PROPERTY WILL ASSIST WITH THE ELIMINATION OF BLIGHT The Redevelopment Plan (Plan) for the Redevelopment Project Area governs the Property. In accordance with Section 33490 of the California Community Redevelopment Law, the Plan contains the goals and objectives and the projects and expenditures proposed to eliminate blight within the Project Area. These blighting factors include: The subdividing and sale of lots of irregular form and shape, and inadequate size, for proper usefulness and development. A prevalence of depreciated values and impaired investments. Implementation of the proposed Agreements can be expected to assist in the alleviation of blighting conditions through the following: Installation of new public improvements and community amenities. Creation of housing opportunities for extremely-, very-, and low-income residents. Section 33433 Summary Report Page 11 Mission Village II – Resyndication Analysis 19073kal 19454.048.001 VIII.LIMITING CONDITIONS The estimates of re-use value and fair market value at the highest and best use contained in this Summary Report assume compliance with the following assumptions: 1.The ultimate development will not vary significantly from that assumed in this Report. 2.The title of the Property is good and marketable; no title search has been made, nor have we attempted to determine the ownership of the property. The value estimates are given without regard to any questions of title, boundaries, encumbrances, liens or encroachments. It is assumed that all assessments, if any are paid. 3.The Property will be in conformance with the applicable zoning and building ordinances. 4.Information provided by such local sources as governmental agencies, financial institutions, realtors, buyers, sellers, and others was considered in light of its source, and checked by secondary means. 5.If an unforeseen change occurs in the economy, the conclusions herein may no longer be valid. 6.The Developer will adhere to the schedule of performance described in the Agreements. 7.Both parties are well informed and well advised and each is acting prudently in what he/she considers his/her own best interest. 8.KMA is not advising or recommending any action be taken by the City with respect to any prospective, new or existing municipal financial products or issuance of municipal securities (including with respect to the structure, timing, terms and other similar matters concerning such financial products or issues). 9.KMA is not acting as a Municipal Advisor to the City and does not assume any fiduciary duty hereunder, including, without limitation, a fiduciary duty to the City pursuant to Section 15B of the Exchange Act with respect to the services provided hereunder and any information and material contained in KMA’s work product. 10. The City shall discuss any such information and material contained in KMA’s work product with any and all internal and/or external advisors and experts, including its own Municipal Advisors, that it deems appropriate before acting on the information and material. attachments Section 33433 Summary Report Page 12 Mission Village II – Resyndication Analysis 19073kal 19454.048.001 TABLE 1 PROJECT DESCRIPTION MISSION VILLAGE II - RE-SYNDICATION ANALYSIS CITY OF TEMECULA I.Site Address Pujol Street, Temecula II.Site Area 4.14Acres Gross Building Area (1) III. Net Residential Area 71,364SF 98% Common Area1,150SF 2% Circulation0SF 0% Total Gross Building Area72,514SF100% IV.Number of Stories / Type 2Stories / Type V V.Unit Mix Average Number of UnitsUnit Size (1) Two Bedroom38Units50%825SF Three Bedroom38Units50%1,053SF Number of Units76Units100%939SF VI.Density 18Units/Acre VII.Affordability Mix Units @ 40% of AMI8Units11% Units @ 50% of AMI8Units11% Units @ 60% of AMI59Units78% Manager1Unit1% Total/Average76Units100% Average Affordability 57%of AMI (excl. Manager unit) VIII.Parking (2)Carport and Surface Parking Parking Spaces156Spaces Parking Ratio2.05Spaces/Unit (1)Per Developer correspondence dated May 22, 2018. (2)Per Developer correspondence dated April 20, 2018. Prepared by: Keyser Marston Associates, Inc. Page 13 Filename: Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp TABLE 2 ESTIMATED DEVELOPMENT COSTS MISSION VILLAGE II - RE-SYNDICATION ANALYSIS CITY OF TEMECULA TotalsPer UnitComments Direct Costs (1)(2) I. Off-Site Improvements (3)$0$0$0 Per SF Site Demolition$0$0Allowance On-Site Improvements$0$0$0 Per SF Site Temporary Relocation$228,000$3,000Allowance Parking$0$0Included below Rehabilitation $3,579,270$47,096$49Per SF GBA Solar$1,053,142$13,857$15Per SF GBA FF&E$100,000$1,316Allowance $463,241$6,0959.3%of Directs Contingency Total Direct Costs$5,423,653$71,364$75Per SF GBA II.Indirect Costs Architecture & Engineering $183,200$2,4113.4%of Directs Permits & Fees (3) $76,494$1,007$1Per SF GBA Legal & Accounting$200,000$2,6323.7%of Directs Taxes & Insurance $50,000$6580.9%of Directs Developer Fee $1,844,484$24,27034.0%of Directs Marketing/Lease-Up$20,000$263Allowance $83,219$1,0953.5%of Indirects Contingency Total Indirect Costs$2,457,397$32,33445.3%of Directs III.Financing Costs Loan Fees $376,664$4,9566.9%of Directs Interest During Construction $300,000$3,9475.5%of Directs Interest During Lease-Up$315,000$4,1455.8%of Directs Title/Recording/Escrow Costs$25,000$3290.5%of Directs TCAC/Syndication Fees$50,028$6580.9%of Directs Operating Lease-Up/Reserves$197,000$2,5923.6%of Directs Total Financing Costs$1,263,692$16,62823.3%of Directs IV.Total Costs - Excl. Acquisition (Rounded)$9,145,000$120,329$126Per SF GBA V.Acquisition Costs (4) $1,000,000$6 Land Acquisition$13,158Per SF Site $6,000,000 Improvements$78,947$83Per SF GBA $7,000,000 Total Acquisition Costs $92,105$97Per SF GBA VI.Total Costs - Incl. Acquisition (Rounded)$16,145,000$212,434$223Per SF GBA (1)Does not assume the payment of prevailing wages. (2)Includes pro rata portion of general conditions/contractor fee. (3)Estimate; not verified by KMA or City. (4)Pending verification from appraisal. Prepared by: Keyser Marston Associates, Inc. Page 14 Filename: Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp TABLE 3 NET OPERATING INCOME MISSION VILLAGE II - RE-SYNDICATION ANALYSIS CITY OF TEMECULA # of TotalTotal I.Gross Scheduled IncomeUnits$/Month (1)Vouchers$/MonthAnnual Two Bedroom@ 40% AMI 4 $627$574$1,201$57,648 Two Bedroom@ 50% AMI 4 $764--$764$36,672 Two Bedroom@ 60% AMI 30$921--$921$331,560 Three Bedroom@ 40% AMI4$717$1,002$1,719$82,512 Three Bedroom@ 50% AMI 4 $841--$841$40,368 Three Bedroom@ 60% AMI 29$1,016--$1,016$353,568 Three Bedroom@ Manager 1 $0--$0$0 Total/Average 76$906$788$989$902,328 Add: Other Income$15/Unit/Month$14,000 Total Gross Scheduled Income (GSI)$916,328 II.Effective Gross Income (EGI) (Less) Vacancy5.0%of GSI($45,816) Total Effective Gross Income (EGI)$870,512 III.Operating Expenses (Less) Operating Expenses $4,488/Unit/Year($341,076) $197/Unit/Year($15,000) (Less) Tenant Services (Less) Taxes/Assessments (2)$87/Unit/Year($6,575) $300/Unit/Year($22,800) (Less) Replacement Reserves (Less) Bond Monitoring Fee $132/Unit/Year($10,000) Total Expenses$5,203/Unit/Year($395,451) 45.4%of EGI IV.Net Operating Income $475,061 (1)Affordable rents reflect the lessor of 2019 Tax Credit Allocation Committee (TCAC) or 2019 Califironia Redevelopment Law (CRL) maximum rents. These rent figures are net of estimated CUAC monthly utility allowance of $20 for two-bedroom and $30 for three-bedroom units. See Worksheets A through C. (2)Assumes that the project will qualify for tax-exempt status. Prepared by: Keyser Marston Associates, Inc. Page 15 Filename: Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp TABLE 4 RESIDUAL VALUE - CITY LEASED FEE INTEREST MISSION VILLAGE II - RE-SYNDICATION ANALYSIS CITY OF TEMECULA I.Sources of FundsTotalPer Unit Supportable Permanent Loan (1) $6,493,000$85,400 Tranche B Loan (Pledge Fund) (2)$1,925,000$25,300 Tax Credit Equity Investment (3) $4,108,000$54,100 Deferred Developer Fee (4)$450,000$5,900 General Partner Equity Contribution$397,000$5,200 Multifamily Affordable Solar Housing (MASH)$361,000$4,800 Existing City Loan (RHF Loan)$305,000$4,000 Solar Tax Credits$141,000$1,900 Total Sources of Funds$14,180,000$186,600 II.(Less) Development Costs - Excl. Acquisition Costs($9,145,000)($120,300) III.Residual Value - Total$5,035,000$66,300 IV.(Less) Acquisition Costs - Existing Leasehold Interest($7,000,000)($92,100) V.Residual Value - City Leased Fee Interest($1,965,000)($25,900) Prepared by: Keyser Marston Associates, Inc. Page 16 Filename: Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp TABLE 4 (CONT'D.) RESIDUAL VALUE - CITY LEASED FEE INTEREST MISSION VILLAGE II - RE-SYNDICATION ANALYSIS CITY OF TEMECULA (1)Supportable Permanent Loan NOI$475,061 Interest Rate5.00% Term (years)35 Debt Coverage Ratio 1.21 Annual Debt Service$393,264 Supportable Permanent Loan$6,493,521 (2)Loan on Pledge Fund NOI$295,000 Interest Rate5.00% Term (years)8 Debt Coverage Ratio 1.01 Annual Debt Service$292,444 Supportable Permanent Loan$1,925,000 (3)Low Income Housing Tax Credits (Federal) Estimate of Eligible Basis: Total Development Costs$16,145,000 (Less) Subtotal Ineligible Costs14%($2,267,650) Eligible Basis$13,877,350 Acquisition Basis50%$6,899,999 Rehabilitation Basis50%$6,977,351 Total Eligible Basis100%$13,877,350 Tax Credit Proceeds: Maximum Eligible Basis$13,877,350 Acquisition Basis/Applicable Factor100%$6,899,999 Impacted Bonus Factor (Rehabilitation Basis)100%$6,977,351 Total Credit Qualified Basis$13,877,350 Adjusted Qualified Basis100%$13,877,350 Tax Credit Rate3.25%$451,014 Total Tax Credits @10$4,510,139 Limited Partner Share99.00%$4,465,037 Present Market Value @92.0%$4,107,834 (4)Estimate of Deferred Developer Overhead Fee Eligible Basis$13,877,350 (Less) Developer Fee($1,844,484) Unadjusted Eligible Basis$12,032,866 Total Developer Overhead Fee15.3%$1,844,484 Developer Overhead Fee$1,844,484 Deferred Developer Overhead Fee$450,000 General Partner Equity Contribution$397,000 Total Deferred Developer Overhead Fee45.9%$847,000 Prepared by: Keyser Marston Associates, Inc. Page 17 Filename: Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp 10 ($6,524) $16,731$99,205$99,205 ($54,755)($26,095)($32,619) $525,089$131,825 ($515,253)($393,264) $1,078,365$1,040,341 Page 18 9 ($6,334) $16,403$94,689$94,689 ($53,682)($25,335)($31,669) $519,622$126,358 ($500,320)($393,264) $1,057,221$1,019,943 8 ($6,149) $16,082$90,112$90,112 ($52,629)($24,597)($30,747) $999,944$514,123$120,859 ($485,821)($393,264) $1,036,491 $0 7 $1,484$9,799 ($5,970) $74,196 $15,766$85,479 ($51,597)($23,881)($29,851)($75,680) $980,337$508,594$115,330 ($471,743)($393,264) $1,016,168 $0 6 $3,039 ($5,796) $15,457$80,796$74,196 ($50,585)($23,185)($28,982)($80,796) $996,243$961,115$503,041$109,777$151,953 ($458,073)($393,264) $0 5 $4,471 ($5,628) $15,154$76,067 ($49,594)($22,510)($28,138)($76,067) $976,709$942,269$497,469$104,205$223,549$151,953 ($444,800)($393,264) $0 4 $5,781 ($5,464) $14,857$98,617$71,298 ($48,621)($21,855)($27,318)($71,298) $957,558$923,793$491,881$289,066$223,549 ($431,913)($393,264) $0 3 $6,972 ($5,305) $14,566$93,017$66,494 ($47,668)($21,218)($26,523)($66,494) $938,782$905,680$486,281$348,588$289,066 ($419,399)($393,264) $0 2 $8,044 ($5,150) $14,280$87,409$61,659 ($46,733)($20,600)($25,750)($61,659) $920,375$887,921$480,673$402,203$348,588 ($407,249)($393,264) $0 1 $9,000 ($5,000) $14,000$81,797$56,797 ($45,816)($20,000)($25,000)($56,797) $902,328$870,512$475,061$450,000$402,203 ($395,451)($393,264) 2.0%2.0%5.0%3.0%3.0%2.0% (1) Other Income(Less) Vacancy(Less) Operating Expenses (Less) Debt Service - Permanent Loan(Less) Limited Partner Asset Mgmt. Fee(Less) General Partner Asset Mgmt. FeeTotalBeginning BalanceInterest(Less ) Cash Flow CreditEnding Balance Gross Scheduled Income (GSI)Effective Gross Income (EGI) Net Operating Income (NOI)Project Cash FlowAsset Management FeesNet Cash FlowDeveloper Fee RepaymentCash Flow Available for Distribution Reflects annual escalation at 3.0% for operating expenses, tenant services, monitoring fee, and replacement reserves; and 2.0% for taxes/assessments. TABLE 5CASH FLOW PROJECTION MISSION VILLAGE II - RE-SYNDICATION ANALYSISCITY OF TEMECULAI.II.III.IV.V.VI.VII.VIII.(1) Prepared by: Keyser Marston Associates, Inc.Filename i:\\Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp $0 20 $20,395 ($66,746)($35,070)($35,070) $576,695$183,431$148,361$148,361 ($691,475)($393,264) $1,314,522$1,268,170 Page 19 $0 19 $19,995 ($65,438)($34,049)($34,049) $144,566$144,566 $571,878$178,614 ($671,426)($393,264) $1,288,747$1,243,304 $0 18 $19,603 ($64,155)($33,057)($33,057) $566,966$173,702$140,645$140,645 ($651,959)($393,264) $1,263,477$1,218,926 $0 17 $19,219 ($62,897)($32,094)($32,094) $136,609$136,609 $561,967$168,703 ($633,058)($393,264) $1,238,703$1,195,025 $0 16 $18,842 ($61,663)($31,159)($31,159) $556,888$163,624$132,465$132,465 ($614,705)($393,264) $1,214,415$1,171,593 15 ($7,563) $18,473 ($60,454)($30,252)($37,815) $120,657 $551,736$158,472$120,657 ($596,885)($393,264) $1,190,603$1,148,621 14 ($7,343) $18,110 ($59,269)($29,371)($36,713) $116,539 $546,516$153,252$116,539 ($579,583)($393,264) $1,167,257$1,126,099 13 ($7,129) $17,755 ($58,107)($28,515)($35,644) $112,328 $541,236$147,972$112,328 ($562,783)($393,264) $1,144,370$1,104,019 12 ($6,921) $17,407 ($56,967)($27,685)($34,606) $108,031 $535,901$142,637$108,031 ($546,471)($393,264) $1,121,931$1,082,371 11 ($6,720) $17,066 ($55,850)($26,878)($33,598) $103,655 $530,517$137,253$103,655 ($530,632)($393,264) $1,099,933$1,061,148 2.0%2.0%5.0%3.0%3.0%2.0% (1) (Less) Limited Partner Asset Mgmt. Fee Other Income(Less) Vacancy(Less) Operating Expenses (Less) Debt Service - Permanent Loan(Less) General Partner Asset Mgmt. FeeTotalBeginning BalanceInterest(Less) Cash Flow CreditEnding Balance Gross Scheduled Income (GSI)Effective Gross Income (EGI) Net Operating Income (NOI)Project Cash FlowAsset Management FeesNet Cash FlowDeveloper Fee RepaymentCash Flow Available for Distribution Reflects annual escalation at 3.0% for operating expenses, tenant services, monitoring fee, and replacement reserves; and 2.0% for taxes/assessments. TABLE 5CASH FLOW PROJECTION MISSION VILLAGE II - RE-SYNDICATION ANALYSISCITY OF TEMECULAI.II.III.IV.V.VI.VII.VIII.(1) Prepared by: Keyser Marston Associates, Inc.Filename i:\\Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp $0 30 $24,862 ($47,131) ($81,364)($47,131) Page 20 $617,805$224,541$177,409$177,409 ($928,088)($393,264) $1,602,394$1,545,893 $0 29 $24,374 ($79,768)($45,759)($45,759) $614,414$221,150$175,391$175,391 ($901,167)($393,264) $1,570,975$1,515,581 $0 28 $23,896 ($44,426) ($78,204)($44,426) $610,835$217,571$173,145$173,145 ($875,029)($393,264) $1,540,171$1,485,864 $0 27 $23,428 ($76,671)($43,132)($43,132) $607,080$213,816$170,684$170,684 ($849,649)($393,264) $1,509,972$1,456,729 $0 26 $22,968 ($41,876) ($75,167)($41,876) $603,159$209,895$168,019$168,019 ($825,007)($393,264) $1,480,365$1,428,166 $0 25 $22,518 ($73,694)($40,656)($40,656) $599,082$205,818$165,162$165,162 ($801,080)($393,264) $1,451,338$1,400,163 $0 24 $22,077 ($72,249)($39,472)($39,472) $162,124$162,124 $594,860$201,596 ($777,849)($393,264) $1,422,880$1,372,708 $0 23 $21,644 ($70,832)($38,322)($38,322) $590,501$197,237$158,915$158,915 ($755,291)($393,264) $1,394,981$1,345,793 $0 22 $21,219 ($69,443)($37,206)($37,206) $155,545$155,545 $586,015$192,751 ($733,389)($393,264) $1,367,628$1,319,404 $0 21 $20,803 ($68,081)($36,122)($36,122) $581,410$188,146$152,024$152,024 ($712,123)($393,264) $1,340,812$1,293,534 2.0%2.0%5.0%3.0%3.0%2.0% (1) (Less) Limited Partner Asset Mgmt. Fee Other Income(Less) Vacancy(Less) Operating Expenses (Less) Debt Service - Permanent Loan(Less) General Partner Asset Mgmt. FeeTotalBeginning BalanceInterest(Less) Cash Flow CreditEnding Balance Gross Scheduled Income (GSI)Effective Gross Income (EGI) Net Operating Income (NOI)Project Cash FlowAsset Management FeesNet Cash FlowDeveloper Fee RepaymentCash Flow Available for Distribution Reflects annual escalation at 3.0% for operating expenses, tenant services, monitoring fee, and replacement reserves; and 2.0% for taxes/assessments. TABLE 5CASH FLOW PROJECTION MISSION VILLAGE II - RE-SYNDICATION ANALYSISCITY OF TEMECULAI.II.III.IV.V.VI.VII.VIII.(1) Prepared by: Keyser Marston Associates, Inc.Filename i:\\Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp $0 $0 40 $30,306 ($63,341) ($99,182)($63,341) Page 21 $638,621$638,621$575,280$575,280 $1,953,310$1,884,434 ($1,245,814) $0$0 39 $29,712 ($97,237)($61,496)($61,496) $637,821$637,821$576,326$576,326 $1,915,010$1,847,485 ($1,209,664) $0 $0 38 $29,130 ($59,705) ($95,330)($59,705) $636,696$636,696$576,992$576,992 $1,877,460$1,811,260 ($1,174,564) $0$0 37 $28,558 ($93,461)($57,966)($57,966) $635,262$635,262$577,296$577,296 $1,840,647$1,775,745 ($1,140,483) $0 $0 36 $27,998 ($56,277) ($91,629)($56,277) $633,533$633,533$577,256$577,256 $1,804,556$1,740,926 ($1,107,393) $0 35 $27,449 ($89,832)($54,638)($54,638) $631,527$238,263$183,624$183,624 ($393,264) $1,769,173$1,706,790 ($1,075,264) $0 34 $26,911 ($88,071)($53,047)($53,047) $182,945$182,945 $629,256$235,992 ($393,264) $1,734,483$1,673,324 ($1,044,068) $0 33 $26,384 ($86,344)($51,502)($51,502) $626,735$233,471$181,969$181,969 ($393,264) $1,700,474$1,640,514 ($1,013,779) $0 32 $25,866 ($84,651)($50,002)($50,002) $180,712$180,712 $623,978$230,714 ($984,369)($393,264) $1,667,131$1,608,347 $0 31 $25,359 ($82,991)($48,545)($48,545) $620,997$227,733$179,187$179,187 ($955,814)($393,264) $1,634,442$1,576,810 2.0%2.0%5.0%3.0%3.0%2.0% (1) (Less) Limited Partner Asset Mgmt. Fee Other Income(Less) Vacancy(Less) Operating Expenses (Less) Debt Service - Permanent Loan(Less) General Partner Asset Mgmt. FeeTotalBeginning BalanceInterest(Less) Cash Flow CreditEnding Balance Gross Scheduled Income (GSI)Effective Gross Income (EGI) Net Operating Income (NOI)Project Cash FlowAsset Management FeesNet Cash FlowDeveloper Fee RepaymentCash Flow Available for Distribution Reflects annual escalation at 3.0% for operating expenses, tenant services, monitoring fee, and replacement reserves; and 2.0% for taxes/assessments. TABLE 5CASH FLOW PROJECTION MISSION VILLAGE II - RE-SYNDICATION ANALYSISCITY OF TEMECULAI.II.III.IV.V.VI.VII.VIII.(1) Prepared by: Keyser Marston Associates, Inc.Filename i:\\Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp $0 $0 50 $36,943 ($85,124) ($85,124) Page 22 $624,623$624,623$539,499$539,499 ($120,902) $2,381,074$2,297,115 ($1,672,492) $0$0 49 $36,219 ($82,645)($82,645) $628,130$628,130$545,485$545,485 ($118,531) $2,334,386$2,252,074 ($1,623,944) $0 $0 48 $35,509 ($80,238) ($80,238) $631,109$631,109$550,871$550,871 ($116,207) $2,288,614$2,207,915 ($1,576,806) $0$0 47 $34,813 ($77,901)($77,901) $633,584$633,584$555,684$555,684 ($113,929) $2,243,739$2,164,623 ($1,531,038) $0 $0 46 $34,130 ($75,632) ($75,632) $635,579$635,579$559,947$559,947 ($111,695) $2,199,744$2,122,179 ($1,486,601) $0$0 45 $33,461 ($73,429)($73,429) $637,114$637,114$563,685$563,685 ($109,505) $2,156,612$2,080,568 ($1,443,454) $0 $0 44 $32,805 ($71,290)($71,290) $566,921$566,921 $638,211$638,211 ($107,358) $2,114,325$2,039,772 ($1,401,561) $0$0 43 $32,161 ($69,214)($69,214) $638,891$638,891$569,677$569,677 ($105,252) $2,072,868$1,999,777 ($1,360,886) $0 $0 42 $31,531 ($67,198)($67,198) $571,975$571,975 $639,173$639,173 ($103,189) $2,032,224$1,960,566 ($1,321,392) $0$0 41 $30,913 ($65,241)($65,241) $639,077$639,077$573,836$573,836 ($101,165) $1,992,376$1,922,123 ($1,283,046) 2.0%2.0%5.0%3.0%3.0%2.0% (1) (Less) Limited Partner Asset Mgmt. Fee Other Income(Less) Vacancy(Less) Operating Expenses (Less) Debt Service - Permanent Loan(Less) General Partner Asset Mgmt. FeeTotalBeginning BalanceInterest(Less) Cash Flow CreditEnding Balance Gross Scheduled Income (GSI)Effective Gross Income (EGI) Net Operating Income (NOI)Project Cash FlowAsset Management FeesNet Cash FlowDeveloper Fee RepaymentCash Flow Available for Distribution Reflects annual escalation at 3.0% for operating expenses, tenant services, monitoring fee, and replacement reserves; and 2.0% for taxes/assessments. TABLE 5CASH FLOW PROJECTION MISSION VILLAGE II - RE-SYNDICATION ANALYSISCITY OF TEMECULAI.II.III.IV.V.VI.VII.VIII.(1) Prepared by: Keyser Marston Associates, Inc.Filename i:\\Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp Page 23 $0$0 55 $40,788 ($98,682)($98,682) $598,282$598,282$499,599$499,599 ($133,486) $2,628,898$2,536,201 ($1,937,919) $0 $0 54 $39,989 ($95,808)($95,808) $509,006$509,006 $604,814$604,814 ($130,868) $2,577,351$2,486,471 ($1,881,657) $0$0 53 $39,205 ($93,018)($93,018) $610,687$610,687$517,669$517,669 ($128,302) $2,526,815$2,437,717 ($1,827,030) $0 $0 52 $38,436 ($90,308)($90,308) $525,619$525,619 $615,928$615,928 ($125,786) $2,477,269$2,389,919 ($1,773,991) $0$0 51 $37,682 ($87,678)($87,678) $620,564$620,564$532,886$532,886 ($123,320) $2,428,695$2,343,057 ($1,722,493) 2.0%2.0%5.0%3.0%3.0%2.0% (1) (Less) Limited Partner Asset Mgmt. Fee Other Income(Less) Vacancy(Less) Operating Expenses (Less) Debt Service - Permanent Loan(Less) General Partner Asset Mgmt. FeeTotalBeginning BalanceInterest(Less) Cash Flow CreditEnding Balance Gross Scheduled Income (GSI)Effective Gross Income (EGI) Net Operating Income (NOI)Project Cash FlowAsset Management FeesNet Cash FlowDeveloper Fee RepaymentCash Flow Available for Distribution Reflects annual escalation at 3.0% for operating expenses, tenant services, monitoring fee, and replacement reserves; and 2.0% for taxes/assessments. TABLE 5CASH FLOW PROJECTION MISSION VILLAGE II - RE-SYNDICATION ANALYSISCITY OF TEMECULAI.II.III.IV.V.VI.VII.VIII.(1) Prepared by: Keyser Marston Associates, Inc.Filename i:\\Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp $0 $0 9 $9,150 $94,689$61,548$35,370$61,548 ($61,548) $313,258$260,860 $1,461,960$1,497,330 Page 24 $0 $0 8 $9,150 $90,112$58,573$35,370$58,573 ($58,573) $362,681$313,258 $1,426,590$1,461,960 $0 $0 7 $9,799$6,369$9,150$6,369 ($6,369) $35,370 $359,900$362,681 $1,391,220$1,426,590 $0$0$0$0 $0$0 6 $9,150 $35,370 $350,750$359,900 $1,355,850$1,391,220 $0$0$0$0 $0$0 5 $9,150 $35,370 $341,600$350,750 $1,320,480$1,355,850 $0$0$0$0 $0$0 4 $9,150 $35,370 $332,450$341,600 $1,285,110$1,320,480 $0$0$0 $0$0$0 3 $9,150 $35,370 $323,300$332,450 $1,249,740 $1,285,110 $0$0 $0$0$0$0 2 $9,150 $35,370 $314,150$323,300 $1,214,370 $1,249,740 $0$0 $0$0$0$0 1 $9,150 $35,370 $305,000$314,150 $1,179,000 $1,214,370 65% 3.0%3.0% $812,000 Operating Year: Beginning BalanceInterest (Less) Cash Flow Credit Beginning BalanceInterest(Less) Cash Flow Credit Net Present Value @ 10.0% in 2019 Ending BalanceEnding Balance City RHF Loan RepaymentCity Landlord Note RepaymentSurplus Rent to CityTotal Payments to City Cash Flow Available for DistributionCash Flow Allocated to Pay Down Notes or Ground Rent Reversion value based on unrestricted market value of $150,000 per unit in $2019 and escalated at 2.5%. TABLE 6DISTRIBUTION OF CASH FLOW AFTER REPAYMENT OF DEFERRED FEEMISSION VILLAGE II - RE-SYNDICATION ANALYSISCITY OF TEMECULAI.II.III.IV.V.VI. (1) Prepared by: Keyser Marston Associates, Inc.Filename i:\\Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp $0 18 $91,420$35,370$91,420 ($91,420) $140,645 $1,401,674 $1,457,723 Page 25 $0 17 $88,796$35,370$88,796 ($88,796) $136,609 $1,511,149$1,457,723 $0 16 $86,102$35,370$86,102 ($86,102) $132,465 $1,561,882$1,511,149 $0 15 $78,427$35,370$78,427 ($78,427) $120,657 $1,604,939$1,561,882 $0$0 $190 $6,319 14 ($6,509) $75,750$35,370$75,750 ($69,241) $116,539 $1,638,810$1,604,939 $0$0 $2,311 $6,319 13 $73,013$77,022$35,370$73,013 ($73,013) $112,328 $1,603,440$1,638,810 $0$0 $4,289 12 $70,220$77,022$35,370$70,220 ($70,220) $142,953 $108,031 $1,568,070$1,603,440 $0$0 $6,126 11 $67,376$35,370$67,376 ($67,376) $204,202 $103,655$142,953 $1,532,700$1,568,070 $0$0 $7,826 10 $99,205$64,483$35,370$64,483 ($64,483) $260,860 $204,202 $1,497,330$1,532,700 65% 3.0%3.0% $812,000 Operating Year: Beginning BalanceInterest (Less) Cash Flow Credit Ending BalanceBeginning BalanceInterest(Less) Cash Flow Credit Ending Balance Net Present Value @ 10.0% in 2019 Cash Flow Available for DistributionCash Flow Allocated to Pay Down Notes or Ground RentCity RHF Loan RepaymentCity Landlord Note RepaymentSurplus Rent to CityTotal Payments to City Reversion value based on unrestricted market value of $150,000 per unit in $2019 and escalated at 2.5%. TABLE 6DISTRIBUTION OF CASH FLOW AFTER REPAYMENT OF DEFERRED FEEMISSION VILLAGE II - RE-SYNDICATION ANALYSISCITY OF TEMECULAI.II.III.IV.V.VI. (1) Prepared by: Keyser Marston Associates, Inc.Filename i:\\Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp $0 27 $25,592 Page 26 $170,684$110,945$853,062$767,709$110,945 ($110,945) $0 26 $28,027 $168,019$109,213$934,247$853,062$109,213 ($109,213) $0 25 $30,338 $165,162$107,356$934,247$107,356 ($107,356) $1,011,264 $0 24 $32,524 $162,124$105,381$105,381 ($105,381) $1,084,122$1,011,264 $0 23 $34,585 $158,915$103,295$103,295 ($103,295) $1,152,831$1,084,122 $0 22 $35,370 $155,545$101,104$101,104 ($101,104) $1,218,566$1,152,831 $0 21 $98,816$35,370$98,816 ($98,816) $152,024 $1,282,011$1,218,566 $0 20 $96,435$35,370$96,435 ($96,435) $148,361 $1,343,076$1,282,011 $0 19 $93,968$35,370$93,968 ($93,968) $144,566 $1,401,674$1,343,076 65% 3.0%3.0% $812,000 Operating Year: Beginning BalanceInterest (Less) Cash Flow Credit Ending BalanceBeginning BalanceInterest(Less) Cash Flow Credit Ending Balance Net Present Value @ 10.0% in 2019 Cash Flow Available for DistributionCash Flow Allocated to Pay Down Notes or Ground RentCity RHF Loan RepaymentCity Landlord Note RepaymentSurplus Rent to CityTotal Payments to City Reversion value based on unrestricted market value of $150,000 per unit in $2019 and escalated at 2.5%. TABLE 6DISTRIBUTION OF CASH FLOW AFTER REPAYMENT OF DEFERRED FEEMISSION VILLAGE II - RE-SYNDICATION ANALYSISCITY OF TEMECULAI.II.III.IV.V.VI. (1) Prepared by: Keyser Marston Associates, Inc.Filename i:\\Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp 36 $577,256$375,216$375,216$375,216 Page 27 $0 $1,657 35 $55,219$62,480 ($56,876) $183,624$119,356$119,356 $0 $5,072 34 $55,219 $182,945$118,914$169,062$118,914 ($118,914) $0 $8,369 33 $181,969$118,280$278,972$169,062$118,280 ($118,280) $0 32 $11,547 $180,712$117,463$384,888$278,972$117,463 ($117,463) $0 $14,603 31 $179,187$116,472$486,758$384,888$116,472 ($116,472) $0 30 $17,536 $177,409$115,316$584,538$486,758$115,316 ($115,316) $0 29 $20,346 $175,391$114,004$678,196$584,538$114,004 ($114,004) $0 28 $23,031 $173,145$112,544$767,709$678,196$112,544 ($112,544) 65% 3.0%3.0% $812,000 Operating Year: Beginning BalanceInterest (Less) Cash Flow Credit Ending BalanceBeginning BalanceInterest(Less) Cash Flow Credit Ending Balance Net Present Value @ 10.0% in 2019 Cash Flow Available for DistributionCash Flow Allocated to Pay Down Notes or Ground RentCity RHF Loan RepaymentCity Landlord Note RepaymentSurplus Rent to CityTotal Payments to City Reversion value based on unrestricted market value of $150,000 per unit in $2019 and escalated at 2.5%. TABLE 6DISTRIBUTION OF CASH FLOW AFTER REPAYMENT OF DEFERRED FEEMISSION VILLAGE II - RE-SYNDICATION ANALYSISCITY OF TEMECULAI.II.III.IV.V.VI. (1) Prepared by: Keyser Marston Associates, Inc.Filename i:\\Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp 45 Page 28 $563,685$366,395$366,395$366,395 44 $566,921$368,498$368,498$368,498 43 $569,677$370,290$370,290$370,290 42 $571,975$371,784$371,784$371,784 41 $573,836$372,994$372,994$372,994 40 $575,280$373,932$373,932$373,932 39 $576,326$374,612$374,612$374,612 38 $576,992$375,045$375,045$375,045 37 $577,296$375,242$375,242$375,242 65% 3.0%3.0% $812,000 Operating Year: Beginning BalanceInterest (Less) Cash Flow Credit Ending BalanceBeginning BalanceInterest(Less) Cash Flow Credit Ending Balance Net Present Value @ 10.0% in 2019 Cash Flow Available for DistributionCash Flow Allocated to Pay Down Notes or Ground RentCity RHF Loan RepaymentCity Landlord Note RepaymentSurplus Rent to CityTotal Payments to City Reversion value based on unrestricted market value of $150,000 per unit in $2019 and escalated at 2.5%. TABLE 6DISTRIBUTION OF CASH FLOW AFTER REPAYMENT OF DEFERRED FEEMISSION VILLAGE II - RE-SYNDICATION ANALYSISCITY OF TEMECULAI.II.III.IV.V.VI. (1) Prepared by: Keyser Marston Associates, Inc.Filename i:\\Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp 54 Page 29 $509,006$330,854$330,854$330,854 53 $517,669$336,485$336,485$336,485 52 $525,619$341,653$341,653$341,653 51 $532,886$346,376$346,376$346,376 50 $539,499$350,674$350,674$350,674 49 $545,485$354,565$354,565$354,565 48 $550,871$358,066$358,066$358,066 47 $555,684$361,194$361,194$361,194 46 $559,947$363,965$363,965$363,965 65% 3.0%3.0% $812,000 Operating Year: Beginning BalanceInterest (Less) Cash Flow Credit Ending BalanceBeginning BalanceInterest(Less) Cash Flow Credit Ending Balance Net Present Value @ 10.0% in 2019 Cash Flow Available for DistributionCash Flow Allocated to Pay Down Notes or Ground RentCity RHF Loan RepaymentCity Landlord Note RepaymentSurplus Rent to CityTotal Payments to City Reversion value based on unrestricted market value of $150,000 per unit in $2019 and escalated at 2.5%. TABLE 6DISTRIBUTION OF CASH FLOW AFTER REPAYMENT OF DEFERRED FEEMISSION VILLAGE II - RE-SYNDICATION ANALYSISCITY OF TEMECULAI.II.III.IV.V.VI. (1) Prepared by: Keyser Marston Associates, Inc.Filename i:\\Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp Page 30 (1) $44,332,000 Reversion 55 $499,599$324,740$324,740$324,740 65% 3.0%3.0% $812,000 Operating Year: Beginning BalanceInterest (Less) Cash Flow Credit Ending BalanceBeginning BalanceInterest(Less) Cash Flow Credit Ending Balance Net Present Value @ 10.0% in 2019 Cash Flow Available for DistributionCash Flow Allocated to Pay Down Notes or Ground RentCity RHF Loan RepaymentCity Landlord Note RepaymentSurplus Rent to CityTotal Payments to City Reversion value based on unrestricted market value of $150,000 per unit in $2019 and escalated at 2.5%. TABLE 6DISTRIBUTION OF CASH FLOW AFTER REPAYMENT OF DEFERRED FEEMISSION VILLAGE II - RE-SYNDICATION ANALYSISCITY OF TEMECULAI.II.III.IV.V.VI. (1) Prepared by: Keyser Marston Associates, Inc.Filename i:\\Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp WORKSHEET A RESTRICTED RENTS - 40% AMI, 2019 MISSION VILLAGE II - RE-SYNDICATION ANALYSIS CITY OF TEMECULA Number of Bedrooms23 A.California Redevelopment Law Percent of AMI50%50% Assumed Family Size 3.04.0 Household Income (Rounded) $31,375$34,850 Income Allocation to Housing30%30% Monthly Housing Cost$784$871 (Less) Utility Allowance (1) ($20)($30) Maximum Monthly Rent $764$841 B.Low Income Housing Tax Credit (LIHTC) Program Percent of AMI40%40% Assumed Family Size 3.04.5 Household Income $25,880$29,880 Income Allocation to Housing30%30% Monthly Housing Cost $647$747 (Less) Utility Allowance (1) ($20)($30) Maximum Monthly Rent $627$717 Maximum Monthly Rent (Lesser of A or B) C.$627$717 (1)Per Developer, reflects estimate per California Utility Allowance Calculator (CUAC). Prepared by: Keyser Marston Associates, Inc. Page 31 Filename: i: Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp WORKSHEET B RESTRICTED RENTS - 50% AMI, 2019 MISSION VILLAGE II - RE-SYNDICATION ANALYSIS CITY OF TEMECULA Number of Bedrooms23 A.California Redevelopment Law Percent of AMI50%50% Assumed Family Size 3.04.0 Household Income (Rounded) $31,375$34,850 Income Allocation to Housing30%30% Monthly Housing Cost$784$871 (Less) Utility Allowance (1) ($20)($30) Maximum Monthly Rent $764$841 B.Low Income Housing Tax Credit (LIHTC) Program Percent of AMI50%50% Assumed Family Size 3.04.5 Household Income $32,350$37,350 Income Allocation to Housing30%30% Monthly Housing Cost $808$934 (Less) Utility Allowance (1) ($20)($30) Maximum Monthly Rent $788$904 Maximum Monthly Rent (Lesser of A or B) C.$764$841 (1)Per Developer, reflects estimate per California Utility Allowance Calculator (CUAC). Prepared by: Keyser Marston Associates, Inc. Page 32 Filename: i: Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp WORKSHEET C RESTRICTED RENTS - 60% AMI, 2019 MISSION VILLAGE II - RE-SYNDICATION ANALYSIS CITY OF TEMECULA Number of Bedrooms23 A.California Redevelopment Law Percent of AMI60%60% Assumed Family Size 3.04.0 Household Income (Rounded) $37,650$41,820 Income Allocation to Housing30%30% Monthly Housing Cost$941$1,046 (Less) Utility Allowance (1) ($20)($30) Maximum Monthly Rent $921$1,016 B.Low Income Housing Tax Credit (LIHTC) Program Percent of AMI60%60% Assumed Family Size 3.04.5 Household Income $38,820$44,820 Income Allocation to Housing30%30% Monthly Housing Cost $970$1,120 (Less) Utility Allowance (1) ($20)($30) Maximum Monthly Rent $950$1,090 Maximum Monthly Rent (Lesser of A or B) C.$921$1,016 (1)Per Developer, reflects estimate per California Utility Allowance Calculator (CUAC). Prepared by: Keyser Marston Associates, Inc. Page 33 Filename: i: Temecula_Mission Village II_v15_33433 Report;7/25/2019;rsp