STAFF REPORT

TO: City Council FROM: City Manager FOR CITY COUNCIL MEETING: June 13, 2017

SUBJECT: Exclusive Negotiating Agreement (ENA) for Project Phoenix.

RECOMMENDATION:

The City Council Council approve the Exclusive Negotiating Agreement (ENA) to Palm Communities for the furtherance of Project Phoenix.

ORDER OF PROCEDURE:

Request Staff Report (City Manager and Consultant presenting) Council Questions of Staff Request Public Comment Attachments Council Discussion

Motion/Second • Exclusive Negotiating Discussion of Motion Agreement (ENA) Call the Question • Developer Bios BACKGROUND:

On March 1, 2011, the Twentynine Palms Redevelopment Agency sold two series of tax exempt bonds for a total of $11.2M. The purpose for the bond sale was Project Phoenix and Split Rock Housing Development. The following are the details within the Final Offering Statement (FOS):

Project Phoenix – The City identified a need for pedestrian paseos and public parking areas in downtown. The Downtown Specific Plan proposes these types of improvements along the commercial corridor adjacent to Highway 62. The Agency plans to fund the completion of enhancements to the parking lots located behind properties fronting Highway 62 and create pedestrian areas where there used to be alleyways. These improvements will help create a sense of community and bring the City closer to the desired concept of “walkable” community. This project will improve public infrastructure and address incompatible land uses and conditions that prevent or substantially hinder the economically viable use of a building or lot.

Split Rock Housing Development – The Agency is working with the San Bernardino County Housing Authority to acquire and substantially rehabilitate 20 units located on Split Rock Avenue. Once completed, the units will be restricted to very low – and low-income persons and families. The Agency will incorporate sustainable buildings practices into the rehabilitation of the units, including solar panels to lessen the economic burden on high utility bills on the occupants. The Agency will seek LEED certification for the project.

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Although the above is the specific Final Offering Statement (FOS) language, Project Phoenix needs to deliver the intent of the above described project objectives but not necessarily the exact projects.

As currently envisioned during the initial planning phase, Project Phoenix is intended to provide the following infrastructure and public benefit components.

Project Phoenix is a multi-use facility that will house a new location for the San Bernardino County Library. As currently being planned for, the existing library location would be converted into another use and the Project Phoenix location would be the only location. There will be a large multi-purpose building(s) that would include the ability to be used for basketball/volleyball/indoor sports uses, conferences, banquets, and special events. The building would also include small meeting rooms, a kitchen, restrooms, and interior and exterior areas planned for the display of various formats of art and cultural material. Also included will be improved and additional parking for not only the library and public building, but for commercial businesses in downtown as well.

There is the potential for new affordable housing units that are dedicated to specific individuals or families who meet certain income and/or age requirements. A wastewater treatment facility for the commercial business located within the Project Phoenix planning boundary, as well as the library, public building, and affordable housing units is anticipated. There will be other curb, gutter, sidewalk, paseo, and landscape improvements.

These improvements are still in the planning phase and as such, the Planning Commission, City Council or San Bernardino County has made no formal approvals.

The purpose of the ENA is to allow the parties to engage in exclusive negotiations to establish the terms and conditions for a potential Development Agreement for the Project Phoenix development. It does not constitute an approval of the project, nor does it commit the City to transfer any property or funds to the Developer. Rather, approval of the ENA merely allows exploratory actions whereby Palm Communities is granted the exclusive right to analyze, study, and conceptually design the potential development of Project Phoenix. Then, if at the end of the initial term of the ENA (90 days), the City Council and Palm Communities have come to an agreement on the key pieces of the Project Phoenix development (such as financing, design, and operations), the parties can then chose to move forward with a Development Agreement, and if that is approved, ultimately the construction of the project.

On March 10th, 2017 Matt McCleary, Patrick Munoz, Jennifer Farrell, and the City Manager interviewed three potential developers for Project Phoenix. After the interviews, the team, through careful considersation, selected Palm Communities. The team recommended them based on their skillset matches the community needs.

FISCAL IMPACT:

To be determined, after the first 90 days of the ENA. At the end of Fiscal Year 2016/17, it is anticpated that the Project Phoenix funds will be at $8.03M. With the budgeted expenditures for 2017/18 of $575K, the anticipated available resources at the end of 2017/18 are $7.5M. EXCLUSIVE NEGOTIATION AGREEMENT

This EXCLUSIVE NEGOTIATION AGREEMENT (“Agreement”) is entered into this ____ day of June, 2017 (the “Effective Date”), by and between the CITY OF TWENTYNINE PALMS, a public body, corporate and politic (“City”), and PALM COMMUNITIES, a California corporation (“Developer”), on the terms and provisions set forth below.

R E C I T A L S

WHEREAS, City has acquired or is in the process of acquiring approximately 15 acres of real property located in the Project Phoenix Area, in the City of Twentynine Palms, County of San Bernardino, State of California, which is generally bordered by Twentynine Palms Highway to the north, Cactus Drive to the south, Cholla Avenue to the east, and Tamarisk Avenue to the west (the “Site”); and

WHEREAS, City desires to construct a downtown rehabilitation project on the Site that generally consists of a multi-purpose community center, senior affordable housing development and related parking and infrastructure improvements (the “Project”); and

WHEREAS, Developer is interested in either purchasing the Site or entering into a long term lease agreement with the City in order to develop the Project; and

WHEREAS, City and Developer desire to enter into this Agreement to initiate exclusive negotiations, for the Negotiation Period as defined below, provided the Developer meets certain milestones, for the purposes of: (i) cooperating with City and stakeholders to prepare a Site Plan (defined in Section II.C below) for the Site, (ii) undertaking due diligence activities regarding the Project (including but not limited to investigation into potential funding sources and overall Project feasibility); (iii) facilitating the preliminary design of the Project; (iv) establishing preliminary development responsibilities (including a preliminary development schedule and financial parameters); and upon mutually successful completion of (i)-(iv) listed above, (v) attempting to negotiate and finalize the terms and conditions of a disposition and development agreement (“DDA”).

NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and mutual covenants and conditions contained herein, the parties hereto agree as follows:

I. SITE

The Site constitutes the real property that is the subject of this Agreement. The Site includes approximately 15 acres, as described above. The parties acknowledge and agree that the exact configuration and size of the Site is not yet finalized and will be subject to the Site Plan activities defined in Section II.C below.

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II. NEGOTIATION PERIOD

A. Good Faith, Exclusive Negotiations

City agrees that during the Negotiation Period, as hereinafter defined, City shall not negotiate or enter into an agreement with any other person or entity regarding development of the Site. During the Negotiation Period, Developer agrees that it will commit the financial and time resources required to conduct and complete the activities and milestones outlined in this Agreement.

The obligation to negotiate in good faith requires the respective parties to communicate with each other regarding issues for which agreement has not been reached, and in such communication to follow reasonable negotiation procedures, including meetings, telephone conversations, and correspondence. The parties understand that final accord on all or any issues may not be reached. It is also acknowledged and understood that (i) City expects Developer to meet the milestones identified below in order to extend the Negotiation Period for successive terms as provided below, (ii) neither party is under any obligation to reach agreement on a DDA, and (iii) City and Developer each reserve the right in their sole discretion to approve or reject a DDA, any potential project, or any disposition of the Site, as set forth in this Agreement.

B. Negotiation Period

The Negotiation Period shall consist of up to three consecutive terms, subject to Developer’s achievement and performance of certain milestones in each term, and shall commence upon Effective Date of this Agreement (the “Commencement Date”), and shall end at the expiration of each Term unless the Negotiation period is extended for the subsequent term as set forth below (the “Negotiation Period”). Unless earlier terminated pursuant to this Agreement's provisions, this Agreement shall automatically terminate as of the expiration of each Term unless extended pursuant to the terms of the Agreement.

C. First Term: Due Diligence, Feasibility, and Preliminary Site Plan

During the first ninety (90) days of the Negotiation Period (the “First Term”), Developer shall conduct meetings with City stakeholders and prepare one or more Site development options (collectively, the “Site Plan”) for City review that incorporate the input received from the stakeholders. City shall cooperate with the Developer in setting up stakeholder meetings including identifying the stakeholders and providing assistance in noticing such meetings. The Site Plan prepared by Developer shall include and delineate the following conceptual elements on a preliminary basis for each development option (if applicable):

1. Scope and size of the potential Project;

2. Building configuration(s), ingress/egress points, on- and off-site parking areas, open space areas, and building exterior elevations;

3. The potential Project’s relationships with the surrounding uses;

4. Sustainable design, construction and operating features;

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5. Anticipated on- and off-site infrastructure improvements;

6. Estimated development costs of the potential Project including soft and hard construction costs, on- and off-site infrastructure improvements, and state and local regulatory requirement costs, sustainable design, construction and operating features costs, and the anticipated consideration to the City for the conveyance of the Site value;

7. Funding responsibilities and sources;

8. The parties/entities responsible for development activities; and

9. A development schedule.

During the First Term, Developer shall provide to City corporate formation documents, financial statements, lender statement of interest, and any other documents the City reasonably requests in order to demonstrate Developer’s ability, both practically and financially, to undertake and perform the potential Project (collectively, the “Developer Documents”). Developer's financial statements shall be submitted on confidential basis. The Developer Documents shall be provided by Developer to City, without further request, and Developer shall continue to provide new Developer Documents as they are received or as specifically requested by City. During the First Term, City shall provide Developer with a Preliminary Title Report and all underlying documents for the Site and all reports, plans and information City may have for the Site, however, City does not guarantee the accuracy of said documents. During the First Term, Developer shall also undertake the following:

1. Review preliminary title report and underlying documents for the Site;

2. Conduct other due diligence activities as necessary to determine whether or not the Site can accommodate the potential Project. In conjunction therewith, Developer and its consultants and agents shall, commencing on the commencement of the First Term, have the right to enter upon the Site to conduct tests, studies, and investigations; and

3. Developer and City shall work cooperatively to attempt to identify a structure for the transfer, sale, or lease of all or a portion of the Site to Developer, the ownership structure for the improvements upon completion and the subsequent operation of the potential Project (including, without limitation, such items as land cost, operating covenants, default and remedy provisions).

If, at the end of the First Term, Developer has not provided to, and obtained the approval of, the City Council, of a Site Plan, proposed site acquisition price, tentative development schedule, proposed ownership or leasing structure, and Developer’s financing proposal for the proposed project (collectively, the “Major Transaction Terms”), this Agreement shall automatically terminate without notice, unless the time for Developer’s performance is extended in writing by the City Council, in its sole and absolute discretion (and with Developer’s written agreement to the extension), pursuant to Section VIII.Q of this Agreement, or the parties hereto

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mutually agree, in writing each in their sole and absolute discretion, to extend the First Term and the Negotiation Period.

D. Second Term: DDA Preparation

If the City Council has approved the Major Transaction Terms prior to the expiration of the First Term (as such term may be extended), then the Negotiation Period shall be automatically extended for an additional ninety (90) days (the "Second Term") during which time the City and the Developer shall negotiate and attempt to negotiate and finalize the terms and conditions of a DDA.

If, at the expiration of the Second Term, Developer has not executed and submitted a DDA to City in a form and content that City Council approves, then this Agreement shall automatically terminate without notice, unless the time for Developer’s performance is extended in writing by the City Council, in its sole and absolute discretion (and with Developer’s written agreement to the extension), pursuant to Section VIII.Q of this Agreement, or the parties mutually agree in writing, each in their sole and absolute discretion, to extend the Second Term and the Negotiation Period.

E. Third Term: Environmental Review/Entitlements/Submittal of DDA to City Council

Upon submittal of the executed DDA by Developer to City, the Negotiation Period shall be automatically extended for an additional time period (the “Third Term”) to enable City and Developer to: (i) prepare any required environmental documentation necessary to comply with CEQA, (ii) prepare and approve any necessary land use entitlements, and (iii) notice and conduct a public hearing pursuant to Section 33433 of the California Health and Safety Code on the DDA, if applicable. This additional time period will be determined at the conclusion of the Second Term, and will be based upon the mutual agreement of the City Manager and Developer as to the approximate time required to complete the CEQA review and land use entitlement processes.

F. City and Developer Obligations

During the Negotiation Period, City and Developer obligations shall include, but not be limited to, the following:

1. City Obligations

a. Provide Developer with documents in City possession that would assist Developer with the due diligence activities described in this Agreement;

b. During the First Term approve the Developer Documents and the Developer's financial ability to complete the Project;

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c. Upon approval of the Major Transaction Terms, prepare, negotiate in good faith and attempt to finalize a DDA on terms mutually acceptable to City and the Developer.

d. Provide Developer with timely and reasonable responses from City staff, and use reasonable efforts to cause City staff and associated City departments reviewing Developer’s Site Plan to provide timely and reasonable responses;

e. Provide Developer feedback and clear communication of City expectations regarding any and all documentation related to the Site Plan and Developer Documents submitted by Developer.

2. Developer Obligations

a. Use commercially reasonable efforts to investigate the Site;

b. Timely submit preliminary drafts of the following items: site plans, building exterior elevations, schematic drawings, the tentative development schedule of a potential project, detailed development costs of a potential project, pro formas summarizing the total cost of a potential project and prospective returns and other related documents necessary for City review and reasonably requested of Developer;

c. Timely submit development financing options, projected sources of equity and other capital to purchase the Site and develop and operate a potential project; and

d. Timely submit all Developer Documents.

III. COSTS AND EXPENSES

Each party shall be responsible for its own costs and expenses in connection with any activities and negotiations undertaken in connection with the performance of its obligations under this Agreement.

IV. RETENTION OF DISCRETION TO APPROVE A POTENTIAL PROJECT, ENTITLEMENTS, AND DDA; NO PRE-COMMITMENT

It is anticipated that a development project and DDA will be presented to the City Council for approval. It is also anticipated that the City Council and/or Planning Commission will be required to review and approve necessary land use entitlements and environmental documentation. The parties understand that City is reserving the right to exercise its discretion as to all matters which the City, by law, is entitled or required to exercise, at its discretion, including, but not limited to the following:

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A. Approval by City of a Final Project as Contained in a DDA

The parties understand that City has the complete and unfettered discretion to reject a DDA and other documents without explanation or cause. The risk of loss of all processing, design and developmental costs incurred by Developer prior to DDA approval and execution shall be absorbed entirely by Developer, unless expressly assumed by the terms of this Agreement by City.

B. Review and Approval by City of all Discretionary Findings and Conclusions

The duty of City to execute a DDA shall be conditioned upon the successful review and approval of all necessary findings and conclusions which the City Council is required to make, including all necessary findings and determinations required under the CEQA, state and local land use provisions, and the California Community Redevelopment Law. As to any matter which City may be required to exercise its unfettered discretion in advancing a potential project to completion, nothing herein, nor to be contained in a DDA, shall obligate City to exercise its discretion in any particular manner, and any exercise of discretion reserved hereunder or required by law, shall not be deemed to constitute a breach of City duties under this Agreement.

C. No Pre-Commitment by City

By its execution of this Agreement, City is not committing or agreeing to undertake any activity requiring the subsequent exercise of discretion by City, or any department thereof including, but not limited to, the approval and execution of a DDA; the approval of any development proposal or land use regulation governing the Site; the provision of financial assistance for the development of any public or private interest in real property; or any other such act or approval.

This Agreement does not constitute a disposition of property or exercise of control over property by City and does not require a public hearing. City execution of this Agreement is merely an agreement to enter into a period of exclusive negotiations according to the terms hereof, reserving final discretion and approval by City as to any proposed DDA and all proceedings and decisions in connection therewith.

V. THE DEVELOPER

A. Developer Experience

As a condition precedent to City execution of this Agreement, Developer shall have submitted to City a detailed description of the development experience of Developer and its principals, associates, employees, partners, and joint ventures.

B. Offices of Developer

The principal offices of Developer are located at: 100 Pacifica, Suite 205, Irvine, CA 92618; Telephone: 949-878-9399.

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C. Project Manager

The Project Manager for Developer will be Mitch Slagerman. Other employees, consultants, or representatives who are proposed to be directly involved in any potential project will be determined by Developer and submitted to City upon any such determination.

D. Full Disclosure

Developer shall upon request of City, provide full disclosure to City of the identity of its principals, officers, stockholders, partners, joint ventures, and all other pertinent information concerning Developer.

E. Assignment

Developer may not assign, hypothecate, encumber, or otherwise transfer (voluntarily or involuntarily) this Agreement or any of its rights or obligations hereunder (whether in whole or in part) (each, an “Assignment”) without the prior written approval of the City Manager, which approval may be given or withheld in the City Manager’s sole and absolute discretion. Regardless, any such Assignment shall not release Developer from liability from its obligations under this Agreement. Any Assignment City has approved shall not be effective unless and until Developer submits a signed assignment and assumption agreement in a form and with content reasonably approved by City legal counsel. Notwithstanding the above, the City acknowledges that should the Parties reach agreement on the terms of a DDA, the Developer intends to create a single purpose entity consisting of a limited partnership to act as the developer of the project contemplated in the DDA and City hereby approves the assignment of the Developer's rights to enter into a DDA to such single purpose entity as long as the Developer is the administrative general partner of such entity. VI. ENVIRONMENTAL REQUIREMENTS

City and Developer acknowledge and agree that all environmental documentation required pursuant to CEQA and local regulations for development of the project on the Site will need to be prepared and, at the time it is necessary to prepare such documentation (which is contemplated to occur as part of the Third Term), Developer shall assist the City with the preparation of all such necessary environmental documents as required by CEQA and local regulations, for certification or adoption by the City. Developer agrees to cooperate with the City, as requested, to help determine the environmental impact of the proposed development and to assist City to prepare any other additional documents as may be needed to complete environmental review for the development of a proposed project on the Site; provided, however, that City shall not reimburse Developer for costs incurred by Developer in assisting City to prepare such documentation.

VII. REAL ESTATE COMMISSIONS

Each party severally represents and warrants to the other party that the representing party has not engaged a broker, agent, or finder in connection with this transaction. Each party agrees to defend, indemnify, and protect and hold the other party harmless from any such claims contrary to the representation or warranty of the applicable party in the preceding sentence.

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VIII. GENERAL PROVISIONS

A. Legal Actions; Governing Law; Service of Process

In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default,, or to obtain any other remedy consistent with the purposes of this Agreement; provided, however, that Paragraph C of this Section VIII of this Agreement shall supersede any conflicting provisions of this Paragraph A. Such legal actions must be instituted and maintained in the Superior Court of the County of Orange, State of California, or in any other appropriate court in that county. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. In the event that any legal action is commenced by Developer against City, service of process on City shall be made by personal service upon the City Manager or City Clerk or in such other manner as may be provided by law. In the event that any legal action is commenced by City against Developer, service of process on Developer shall be made by personal service upon Developer or in such other manner as may be provided by law, and shall be valid whether made within or without the State of California.

B. Rights and Remedies are Cumulative

Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

C. Specific Performance as Developer’s Exclusive Remedy

Subject to Developer’s right to terminate this Agreement in accordance with the terms of Paragraph E of this Section VIII, Developer’s exclusive remedy for an uncured City default under this Agreement is to institute an action for specific performance of the terms of this Agreement, and in no event shall Developer have the right, and Developer expressly waives the right, to seek monetary damages of any kind (including but not limited to actual damages, economic damages, consequential damages, or lost profits) from City in the event of a default by City under this Agreement or any action related to this Agreement. Notwithstanding the foregoing, Developer shall retain the right to seek a writ of mandate in the event of any final denial by City of any City permit approval pertaining to a potential project. This provision shall not govern any future agreements entered into by the City.

D. Attorney’s Fees

The parties hereto acknowledge and agree that each such party shall bear its own legal costs incurred in connection with the negotiation, approval, and execution of this Agreement.

E. Termination Rights

Notwithstanding the Negotiation Period hereinabove set forth, either party may terminate this Agreement if the other party has materially defaulted in its obligations herein set forth, and the terminating party has provided the defaulting party with written notification of such determination, and the defaulting party has refused or failed to cure same prior to the expiration

2346/014122-0044 10947870.1 a06/08/17 -8- of the cure period below. The written notification shall set forth the nature of the actions required to cure such default if curable. The defaulting party shall have ten (10) days from the date of the written notification to cure such default or to commence to cure such default if such default cannot be cured within ten (10) days. If such default is not cured or commenced to be cured within the ten (10) days, the termination shall be deemed effective. For purposes of this paragraph, the parties hereby acknowledge that time is of the essence. The parties may mutually agree to terminate this Agreement in the event that (i) City or Developer determines that a project is infeasible, based on financial or environmental impact considerations, or not in the public interest; or (ii) the parties reach an impasse in their negotiation of a DDA which cannot be resolved after good faith efforts.

F. Indemnity

Developer shall indemnify, protect, defend and hold harmless City and City’s respective elected officials, officers, employees, representatives, members, and agents from and against any and all challenges to this Agreement, or any and all losses, liabilities, damages, claims or costs (including attorneys’ fees) arising from Developer’s negligent acts, errors, or omissions with respect to its obligations hereunder or the Site, excluding any such losses arising from the negligence or willful misconduct of City. This indemnity obligation shall survive the termination of this Agreement. The City shall be represented by City Attorney’s office or other defense counsel acceptable to the City.

G. Notices, Demands and Communications Between the Parties

Formal notices, demands, and communications between City and Developer shall be given by any of the following methods: (i) personal service with a receipt obtained, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to:

To City: City of Twentynine Palms 6136 Adobe Road Twentynine Palms, CA 92277 Attn: City Manager 760-366-6799

With a copy to: Rutan & Tucker, LLP 611 Anton Boulevard, 14th Floor Costa Mesa, CA 92626 Attn: Patrick Munoz 714-641-5100

To Developer: Palm Communities 100 Pacifica, Ste. 205 Irvine, CA 92618 Attn: Dan Horn 949-878-9399

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Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by formal notice given in accordance with this Section G.

H. Nonliability of City Officials and Employees

No member, official, employee, or contractor of City shall be personally liable to Developer in the event of any default or breach by City or for any amount which may become due to Developer or on any obligations under the terms of the Agreement.

I. Enforced Delay; Extension of Times of Performance

In addition to specific provisions of this Agreement, performance by either party (who is not then otherwise in material default) shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, casualties, supernatural causes, acts of the public enemy, terrorism, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inability to secure necessary labor, materials or tools, delays of any contractor, subcontractor or supplies, acts of the other party, acts or failure to act of City or any other public or governmental agency or entity, including, without limitation, unreasonable delays in the processing and issuance of required permits for a development project required by Developer (except that any act or failure to act of City shall not excuse performance by City) or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform, for up to a maximum cumulative period of ninety (90) days. Notwithstanding the foregoing, times of performance under this Agreement may be extended by mutual written agreement by City and Developer.

J. Interpretation

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The Section and Paragraph headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement.

K. Entire Agreement, Waivers, and Amendments

This Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of City and Developer. Without limiting the foregoing, the parties understand that the results of this Agreement may lead to future agreements or obligations which shall only become valid (if at all) upon full execution of such future agreements.

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L. Counterparts

This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

M. Successors

Subject to the limitations on Assignments above, this Agreement shall be binding upon and shall inure to the benefit of the permitted successors of each of the parties hereto.

N. Further Assurances

The parties hereto each agree, without further consideration, to execute such other and further documents, and to perform such other and further acts, as may be reasonably necessary or proper in order to consummate the transaction set forth in and contemplated by this Agreement.

O. Severability

In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement.

P. Time is of the Essence

Time is of the essence for each of the parties’ obligations under this Agreement.

Q. Extension by City Manager

The City Manager is authorized, in his sole and absolute discretion, to extend pursuant to a written agreement with Developer, the time for Developer’s performance under this Agreement. Any extension granted to the First Term, Second Term, or Third Term shall automatically extend the End Date by the same number of days.

R. Confidentiality

While desiring to preserve its rights with respect to treatment of certain information on a confidential or proprietary basis, the Developer acknowledges that the City will need sufficient, detailed information about the Developer to make informed decisions about the content and approval of the DDA. The City will work with the Developer to maintain the confidentiality of proprietary information subject to the requirements that may be applicable to the City by the Public Records Act (Government Code Section 6250 et seq.). The Developer acknowledges that the City may share information provided by the Developer of a financial and potential proprietary nature with third party consultants and City Council members as part of the negotiation and decision making process. If this Agreement is terminated without the execution of the DDA, the City shall return to the Developer any information submitted by the Developer under this Agreement.

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IN WITNESS WHEREOF, City and Developer have executed this Agreement on the respective dates set forth below.

CITY OF TWENTYNINE PALMS, a public body, corporate and politic

Dated: ______(“City”)

By: Frank Luckino, City Manager

ATTEST:

By: Cindy Villescas, Secretary

APPROVED AS TO FORM: RUTAN AND TUCKER, LLP

Patrick Munoz, City Attorney

PALM COMMUNITIES, a California corporation

Dated: (“Developer”)

By:

Title:

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Legacy Apartments – Thousand Palms

Western Community Housing 151 Kalmus Drive, Suite J – 5 714-597-8301 wchousing.org

Overview

Organization and History

Western Community Housing, Inc. (WCH) is a California Non-Profit Public Benefit Corporation that was founded in 1999. WCH has been determined to be a 501(c) (3) organization by the Internal Revenue Service and was also granted an exemption by the California Franchise Tax Board. WCH is headquartered in Costa Mesa, California with a regional office in Los Angeles California.

WCH’s mission is to promote affordable housing and to provide social services to low-income and moderate income families and seniors residing in affordable rental housing communities.

By partnering with local governments, for-profit developers, lenders, syndicators and corporate investors, As of December 31, 2016 WCH had an ownership interest in 93 affordable housing communities comprising approximately 8,345 units which have been financed with low income housing tax credits. (See Affordable Community List.) Continuing its commitment to social services, WCH provides or oversees services at sixty properties.

Management

WCH is governed by Boards of Directors which support and direct its nonprofit goals. Board members bring a broad range of expertise including several members who are leaders in the affordable housing and development industry. WCH is managed by Graham P. Espley-Jones, President. He oversees all operations, including strategic planning, acquisitions, development, and operations. Other key personnel include Sandra Gibbons, Chief Financial Officer, Leanne Truofreh, Corporate Secretary, David Collins, In-House Counsel, G. Scott Gayner, Senior Portfolio Manager/Development Director, Martha Cisneros, Senior Portfolio Manager and Dianne Russell, Senior Resident Services Manager. In addition, outside professionals are retained to assist the companies in meeting their administrative, operational and compliance requirements.

Membership/Associations

WCH and its management personal are active members in associations that are supportive of the affordable housing. Those associations include:

 Southern California Association of Non-Profit Housing  Building Industry Association of Southern California  California Council for Affordable Housing  50 + Housing Council of Southern California  Seniors Housing Council  Kennedy Commission  Affordable Housing Tax Credit Coalition  California Housing Consortium  American Association of Service Coordinators  National Human Services Organization

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Development Role

Western Community Housing, Inc.'s (“WCH”) Affordable Housing Program develops or acquires family or senior affordable apartment communities to be occupied by low-income households. By partnering with for-profit developers, and local, county or state governments, WCH and its partners provide affordable housing by either building new apartment communities or acquiring and rehabilitating existing apartment complexes.

New Apartment Communities

The majority of the affordable apartment communities that WCH owns with its partners are newly constructed. WCH and its partners construct new communities allowing for state-of-the-art designs including the use of green materials and sustainable building methods. Typically, these communities require higher densities for affordable development to achieve economically feasibility. This method of delivering affordable housing typically uses either 9% or 4% tax credits with a significant layering of subsidies from local, state and federal government agencies established for the purpose of facilitating affordable housing development.

Acquisition and Rehabilitation of Existing Apartment Communities

WCH and its partner’s purchase existing mature apartment communities for the purpose of converting their use to affordable housing or for the purpose of preserving existing affordable housing stock. The communities are typically significantly rehabilitated with new fixtures, structural supports exterior roofing and siding, landscaping etc. These are types of acquisitions are typically of larger apartment communities of seventy five units or more.

Resident Services

The philosophy of the Western Community Housing Inc, (WCH) Services Program is to provide services that expand low-income residents’ opportunities to live a richer life, irrespective their age. WCH’s Resident Service Program is designed to provide amenities tailored to the needs of the property’s population. The program is managed by experienced Resident Services Managers.

Each residential family has individual needs and interests. Each community is unique and has special resources. By taking responsibility for the provision of services WCH can better serve its residents. It allows the flexibility to find and provide appropriate programs as the demographics on the property change.

Computers with internet access, ESL classes, information on health and well-being, personal financial programs, fitness programs and resources for food and utility assistance are all examples of the range of services needed at WCH affordable communities.

WCH’s staff provides direct service to seniors and families at 14 communities in Los Angeles and Orange County. WCH also enters joint venture agreements with other non-profits to provide services to residents at an additional 41 communities. This ensures the predictable and efficient delivery of services. Creating pleasant communities within the property improves the surrounding neighborhood and promotes social responsibility; lessen the burden of government to provide services.

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Board of Directors

Graham Espley-Jones - President See Staff biography

Joe Briganti - Director Mr. Briganti joined the WCH Board in 2008 and is a member of the WCH Audit Committee. He is Vice President/Loan Officer with PNC Multifamily Capital. He is responsible for originating and structuring tax-exempt bond transactions. His primary focus is on Affordable Housing and specifically tax-exempt bond financing with or without tax credits. Mr. Briganti also originates market rate apartment and commercial loans. He has over 20 years of experience in the real estate finance and housing industries and has an extensive background in debt, conventional equity and tax credit equity markets. Prior to joining ARCS/PNC Multifamily Capital, Mr. Briganti was Senior Acquisitions Director for GE Capital. Mr. Briganti began his Affordable Housing career in 1993 when he joined Boston Capital Partners where he was Vice President of Acquisitions. Prior to Boston Capital Partners he was with General Investment and Development where he was a member of the multifamily acquisition team. Mr. Briganti has a B.S. Degree in Finance and received his MBA Degree from Boston University.

Kathleen Calvert - Director Ms. Kathleen Calvert joined the WCH Board in 2013 and is a member of the WCH Audit Committee. She currently serves as a Vice President of Development of Highland Property Development, LLC (“Highland”) and specializes in affordable housing capital structures. Ms. Calvert is a seasoned veteran of the affordable housing industry with more than 14 years of affordable housing experience. Prior to joining Highland in 2012, Ms. Calvert was a Vice President at JP Morgan Chase’s Community Development Real Estate Group (“JPMC”) where she managed developer relationships and originated construction and permanent financing for a wide variety of residential community development properties throughout the state of California. While at JPMC, Ms. Calvert was a member of the LA LISC Advisory Board. Prior joining JPMC, she worked for two national affordable housing tax credit syndicators. Ms. Calvert earned a degree in Economics from California State University Northridge.

Tom Dallape - Director Mr. Dallape joined the WCH Board in 2013 and is a member of the WCH Audit Committee. He is a 20-year veteran and owner of The Hoffman Company and is regarded as one of the top land experts in his field. His specialty is residential land for homebuilding, development, and investment, centered in Southern California and has closed major land sales throughout Southern California including San Diego, Riverside, San Bernardino, Los Angeles, and Ventura Counties. Recognized as an authority on residential land, Mr. Dallape has been featured as a speaker and panelist at real estate conferences, universities, and round tables throughout the United States. He holds a Bachelor of Science in Urban Land Planning from the University of Southern California and is a member of the Building Industry Association of Southern California. Mr. Dallape is a licensed Real Estate Broker in both California and Nevada.

Wing Lam - Director Mr. Lam joined the WCH Board in 2004 and is a member of the WCH Compensation Committee. He co-founded Wahoo’s Fish Taco in 1988 and today the company has over 50 restaurant locations throughout California, Colorado, Texas and Hawaii. Mr. Lam is very active in national and local civic activities as a volunteer and serves as a director for numerous non-profit corporations. Mr. Lam has a Bachelor of Science in Finance from San Diego State University. He is an active member of the Orange County Chapter of the Young Presidents Organization.

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Jeffrey Meyers - Director Mr. Meyers joined the WCH Board in 2003 and is a member of the WCH Compensation Committee. He is President of Meyers, LLC, a Kennedy Wilson Company, located in Beverly Hills, California. He was the Founding Principal and CEO of The Meyers Group, one of the largest and most trusted sources for residential real estate information, research and consulting services. Mr. Meyers is recognized as the market expert within the real estate industry and has been quoted in the Wall Street Journal, the Los Angeles and New York Times. He is a regular speaker to the National Association of Home Builders Council, the Pacific Coast Builders Conference, the Southern California Building Industry Association and the Urban Land Institute. Mr. Meyers has Bachelor of Science in Finance with an emphasis in Real Estate from San Diego State University and is a Licensed Broker in the State of California. He is an active member of the Urban Land Institute, the Real Estate Industry Advisory Council and former member of the Young Presidents Organization.

Mark Strutner - Director Mr. Strutner joined the WCH Board in 2005 and is a member of the WCH Compensation Committee. Mr. Strutner is considered to be on the forefront of the hi-tech industry specializing in Software Sales Management. Most recently he was the Regional Manager at HP and previously held management positions at Oracle, Symantec and IBM/Tivoli Corporations. He has worked on several start-up technology ventures in the Software industry. Mr. Strutner has a Bachelor of Science in Finance from San Diego State University. He participates in national and local civic activities and serves as a volunteer for several non-profit corporations including the local chapter of the YMCA, the Queen of Hearts Foundation and Angel Flight. He has a private pilot’s license and is a member of both the Civil Air Patrol and Angel Flight.

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Staff

Graham P. Espley-Jones, President

Mr. Espley-Jones joined WCH as President in 2002 and also serves as a Director. He brings over twenty years of experience in the affordable and LIHTC industry to WCH and CHBA. He holds a Master’s Degree in Business Administration from Pepperdine University and a Bachelor’s Degree in Business Administration from San Diego State University.

Mr. Espley-Jones served as the Chief Financial Officer of Kaufman & Broad Multi-Housing Group, Inc. (now Highridge Costa Investors, LLC), one of America's leading partners in the investment and development of affordable multifamily and senior rental communities financed primarily with LIHTC’s from 1999 to 2000. Prior to joining Kaufman and Broad Multi-Housing Group, Mr. Espley-Jones was a principal, Executive Vice President and Chief Financial Officer of ARV Assisted Living, Inc. and their affiliated companies (“ARV”). ARV’s assisted living division developed and/or acquired over sixty assisted living communities comprising approximately 7,000 assisted living units. Prior to joining WCH in 2002, Mr. Espley-Jones served as the Chief Financial and Administrative Officer of the Meyers Group, a real estate information and consulting company specializing in the housing industry. Mr. Espley-Jones began his career holding positions in the commercial real estate lending divisions of First California Savings Bank and CA Financial.

Leanne Truofreh, Vice President and Corporate Secretary

Ms. Truofreh joined WCH as Corporate Secretary in 2005 and was named Treasurer in 2007. She was made Vice- President in 2010. She has worked in the senior and affordable housing industry for twenty years. She is a certified Notary Public in the State of California. Ms. Truofreh began her career in the accounting department at ARV Assisted Living, Inc. (“ARV”). Prior to joining WCH, Ms. Truofreh worked for Kaufman & Broad Multi-Housing Group, Inc. (now Highridge Costa Investors, LLC) as a Loan Draw Specialist. Her responsibilities include maintaining the records of WCH and the partnerships that own affordable housing communities.

Sandra Gibbons, Vice President and Chief Financial Officer

Ms. Gibbons joined WCH as Director of Finance and Tax Credits in 2004 and was promoted to Vice President and Chief Financial Officer in 2011. She graduated with a B.S. degree in Business Administration from California State University at Fullerton after having earned an Associate’s Degree in Business from Riverside City College. She worked for ARV Assisted Living, Inc. (“ARV”) where she served in several capacities in ARV’s tax credit division including Partnership Controller and as Director of Tax Credits. Ms. Gibbons also served as Partnership Controller of Kaufman & Broad Multi-Housing Group, Inc. (now Highridge Costa Investors, LLC) in Long Beach, CA from 1999 to 2003. As Vice President and Chief Financial Officer, Ms. Gibbons has responsibility for WCH and CHBA’s financial and tax reporting and serves as the technical specialist on LIHTC issues.

David P. Collins, In-House Counsel

Mr. Collins joined WCH in 2010 as In-House Counsel to assist with affordable housing partnership closings and to develop an archiving strategy of all company legal documents to maintain regulatory compliance. Mr. Collins has been practicing law for nine years and has a broad spectrum of experience to assist WCH that includes commercial transactions, real estate, civil litigation, land use, corporate, and intellectual property. Mr. Collins has handled matters for both public and private clients involving the purchase, sale, entitlement and development of real property. Prior to obtaining his law degree, Mr. Collins spent nearly a decade working for the major record label Capitol Records in Hollywood, California with the label’s new media and technology department where he developed web sites and negotiated technology deals. Mr. Collins has an undergraduate degree in Economics and Finance from Chapman College and graduated cum laude from Chapman University School of Law.

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Scott Gayner, Senior Portfolio Manager and Director of Development

Mr. Gayner joined WCH and CHBA in 2007 as a Portfolio Manager and was promoted to Senior Portfolio Manager in 2011. He began his career in the affordable housing industry in 1992 and brings a broad base of experience to the WCH team. He has an undergraduate degree in Economics from UCLA and an MBA from Chapman University. Mr. Gayner served as Vice President and Partner of ARV Affordable Housing, Inc. from 1992 to 1996, developing large family and senior affordable housing projects. His expertise includes commercial land acquisition and development, industrial projects, rural affordable housing and acquisition/rehab of affordable housing. Mr. Gayner is responsible for overseeing the operations of affordable communities owned by WCH that are located primarily in San Diego County and Central and Northern California. As Director of Development, he assists WCH partners in acquisition and development on new projects and oversees construction of projects that have AHP financing.

Patricia Espley-Jones, Portfolio Manager

Ms. Espley-Jones joined WCH in 2007 as a Portfolio Manager. She began her career in the affordable housing industry in 1992 serving as a volunteer for the National Charity League where she assisted non-profits organizations providing supporting services to the affordable housing industry including Families Forward, the Orange County Interfaith Shelter and Meals on Wheels. She has an undergraduate degree in Liberal Arts from Pepperdine University. Ms. Espley-Jones has served as Vice President of Cooper Colony Affordable Housing, Inc. the developer of an affordable senior housing community located in Anaheim California. As a Portfolio Manager, Ms. Espley-Jones is responsible for overseeing the operations of affordable communities owned by WCH that are located primarily in Orange County.

Martha Cisneros, Senior Portfolio Manager

Ms. Cisneros joined WCH as a Senior Portfolio Manager in 2010. Ms. Cisneros received a Bachelor’s of Arts degree in Sociology and a Master’s in Urban Planning from the University of California at Los Angeles. She was a Senior Project Manager with MacFarlane Costa Housing (formerly Simpson Housing Solutions, LLC), where she developed affordable housing projects throughout California. She worked with the Housing Authority of the City of Los Angeles, the City of Los Angeles Housing Department, East LA Community Corporation, and Excellent Education Development (ExEd). Her experience includes development of senior and multi-family affordable housing projects, single family homeownership and charter school development. Her expertise includes land acquisition, due diligence review, financial underwriting/structuring, entitlement and permitting, packaging public and private proposals to local, state, federal agencies and banks, creation and coordination of the development team. As a Senior Portfolio Manager, Ms. Cisneros is responsible for overseeing the operations of affordable communities owned by WCH that are located primarily in Los Angeles, Riverside and San Bernardino Counties.

Dianne Russell – Director of Resident Services

Ms. Russell joined WCH to oversee resident services in 2007. Prior to joining the company, Ms. Russell served as Director of Resident Services at Jamboree Housing Corporation (“JHC”). While at JHC she launched “Housing with Heart” a separate nonprofit organization created to assess the needs of Jamboree residents and provide on-site services and programs. Before joining JHC in 1999, Ms. Russell was Executive Director of Women Helping Women, a community-based nonprofit organization. She is also a board member of the Kennedy Commission, as well as a member of the Costa Mesa Housing Coalition. She has a Master of Arts in Psychology from Cal State University, Los Angeles. She is a Human Services-Board Certified Practitioner and member of the National Association of Human Services. She has a certificate in Non-Profit Management from the University of Texas, Austin. As Senior Social Services Manager, Ms. Russell is responsible for operating and expanding the various on- site social service, activity and referral programs for residents living in the WCH affordable communities throughout California.

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Barbie Defeo, Compliance Manager and Assistant Corporate Secretary

Ms Defeo joined WCH in 2005 and has served in several capacities, most recently as Compliance Manager. Prior to joining WCH, she served as an Accounting Clerk for Sprint Funding Corporation. She is a certified Notary Public in the State of California. As Compliance Manager, Ms. Defeo is responsible for the compliance filings with all City, County, State and federal agencies to ensure that all WCH’s affordable communities meet their affordability and reporting requirements. Ms. Defeo also supports the Corporate Secretary in updating and maintaining the books and records of WCH and their affordable housing partnerships. In addition to her compliance duties, Ms. Defeo manages the day-to-day operations of the corporate office in Costa Mesa, California and regional office in Los Angeles, California.

Jaymie Piguing, Accounting Manager

Ms Piguing joined WCH in April 2016 as an Accounting Manager. She holds a Bachelor of Science degree in Accounting and is a Certified Public Accountant in the Philippines. Prior to joining WCH, she worked at various firms such as Ernst & Young, Chevron, Steadfast Companies and The Irvine Company. Her 15 years of professional work experience includes Audit, Financial Reporting and Property Management. As Accounting Manager, Ms. Piguing works closely with Ms Gibbons for WCH’s accounting, financial reporting and Audit.

Nataly Carich, Program Coordinator

Ms Carich joined WCH in August 2016 as a Program Coordinator. She holds a Bachelor of Arts degree in Sociology and a minor in Human Services from Cal State Fullerton. Mrs. Carich is responsible for coordinating programs and activities at two of our senior communities in Anaheim.

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Western Community Housing, Inc. Affordable Communities - 2016 As of - 12/31/16

Prop. WCH Afford. Mkt. Total # Units # of # Project Name City County Type Partnership Name ROLE Units Units Units # Units Oper. Constr. Projects 1 The Piedmont N. Hollywood Los Angeles S Park Plaza West, LP MGP 42 156 198 198 0 1 2 Burbank Senior Artist Colony Burbank Los Angeles S Burbank Senior Artists Colony, LP MGP 43 98 141 141 0 2 3 Casa Bonita Huntington Park Los Angeles S RASA, LP MGP 80 0 80 80 0 3 4 Washington Court Los Angeles Los Angeles F WA Court, LP MGP 102 0 102 102 0 4 5 Glenview Apts. Cameron Park El Dorado F Glenview Cameron Park AR, L.P. MGP 88 0 88 88 0 5 6 Summerhill Family Bakersfield Kern F Summerhill Bakersfield AR, L.P. MGP 128 0 128 128 0 6 7 Harmony Court Apts. Bakersfield Kern S Harmony Bakersfield AR, L.P. MGP 96 0 96 96 0 7 8 Villa Savannah San Jose Santa Clara F Villa Savannah Housing Investors, L.P. MGP 140 0 140 140 0 8 9 Westside Village Shafter Kern F Westside Shafter AR, L.P. MGP 81 0 81 81 0 9 10 Oak Hills Apts. Jamestown Tuolumne F 80 Oak Hills Apartments, L.P. MGP 80 0 80 80 0 10 11 Columbia Village Townhomes Sonora Tuolumne F 80 Columbia Village Townhomes, L.P. MGP 80 0 80 80 0 11 12 Forest View Apts. Sonora Tuolumne S 60 Forest View Senior Housing MGP 60 0 60 60 0 12 13 Santa Fe Apts. Hesperia San Bernardino F Santa Fe Hesperia AR, L.P. MGP 89 0 89 89 0 13 14 Las Palmas Apts. Coachella Riverside F Las Palmas Coachella AR, L.P. MGP 81 0 81 81 0 14 15 Three Palms Hesperia San Bernardino S Three Palms Apartments, L.P. MGP 113 0 113 113 0 15 16 The Village @ Madera Madera Madera F Village Madera AR, L.P. MGP 75 0 75 75 0 16 17 Northside Commons Victorville San Bernardino F 83 Northside Commons, L.P. MGP 83 0 83 83 0 17 18 Washington Square Chowchilla Madera F 57 Washington Square Apartments, L.P. MGP 57 0 57 57 0 18 19 The Village at Mendota Mendota Fresno F The Village at Mendota, L.P. MGP 81 0 81 81 0 19 20 Northwest Gateway Apts. Los Angeles Los Angeles F Northwest Gateway Apartments, L.P. MGP 55 220 275 275 0 20 21 Vineyard Gardens Oxnard Ventura F Vineyard Gardens Associates, L.P. MGP 62 0 62 62 0 21 22 Yorba Linda Family Apts. Yorba Linda Orange F Yorba Linda Family Partners, L.P. MGP 44 0 44 44 0 22 23 Borregas Court Sunnyvale Santa Clara F Borregas Court Limited Partnership MGP 193 0 193 193 0 23 24 Garden Grove Senior Apts. Garden Grove Orange S Garden Grove Senior Apartments, LP. MGP 85 0 85 85 0 24 25 Lozano Vista Family Apts. Mendota Fresno F Casitas de Mendota Investors, LP. MGP 81 0 81 81 0 25 26 Oasis Village Adelanto San Bernardino F Oasis Village, LP. MGP 81 0 81 81 0 26 27 Sunny View Apartments Merced Merced F Sunny View of Merced, LP. MGP 113 0 113 113 0 27 28 Twin Palms Apartments Palmdale Los Angeles F Palmdale Housing Investors, L.P. MGP 48 0 48 48 0 28 29 Union Point Apartments Los Angeles Los Angeles F Union Point Apartments, L.P. MGP 21 0 21 21 0 29 30 Coronita Apartments Los Angeles Los Angeles F Coronita Partners, L.P. MGP 21 0 21 21 0 30 31 The Haven at Tapo Street Simi Valley Ventura S Haven at Tapo Street, L.P. MGP 36 0 36 36 0 31 32 Liberty Family Apartments Lindsay Tulare F Liberty Family Associates, L.P. MGP 43 0 43 43 0 32 33 El Dorado Apartments Los Angeles Los Angeles F 12129 El Dorado Avenue, L.P. MGP 60 0 60 60 0 33 34 Solara Court Apartments Anaheim Orange S West Lincoln Housing Partners, L.P. MGP 132 0 132 132 0 34 35 Sichel Family Apartments Los Angeles Los Angeles F Sichel 1805, L.P. MGP 37 0 37 37 0 35 36 Clinton Family Apartments Los Angeles Los Angeles F Clinton 2114, L.P. MGP 36 0 36 36 0 36 37 Aspen Apartments Milpitas Santa Clara F MIL Aspen Associates, L.P. MGP 101 0 101 101 0 37 Prop. WCH Afford. Mkt. Total # Units # of # Project Name City County Type Partnership Name ROLE Units Units Units # Units Oper. Constr. Projects 38 Lexington Green Apts El Cajon San Diego F Steadfast Lexington Green, L.P. MGP 144 0 144 144 0 38 39 Cantabria Senior Apts Panorama City Los Angeles S Cantabria Senior Apartments, L.P. MGP 81 0 81 81 0 39 40 Heritage Park Apts Norco Riverside S Heritage Park Apartments, L.P. MGP 86 0 86 86 0 40 41 Casa Bonita III, IV & V Tucson Pima SN Casa Bonita III, IV & V, L.P. MGP 60 0 60 60 0 41 42 Valle del Sur Condominiums Tucson Pima F Colonia Libre Townhomes, L.P. MGP 60 0 60 60 0 42 43 Asturias Senior Apartments Panorama City Los Angeles S Asturias Senior Apartments, L.P. MGP 69 0 69 69 0 43 44 Imperial Gardens Apartments El Centro Imperial F Imperial Gardens Family Associates, L.P. MGP 81 0 81 81 0 44 45 Adams & Central Los Angeles Los Angeles F Adams 935, L.P. MGP 80 0 80 80 0 45 46 Andalucia Senior Apartments Panorama City Los Angeles S Andalucia Senior Apartments, L.P. MGP 94 0 94 94 0 46 47 Arbor View Family Apartments Anaheim Orange F 622 S. Velare Street Associates, L.P. MGP 46 0 46 46 0 47 48 Shadow Way Apartments Oceanside San Diego F Shadow Way Apartments, L.P. MGP 144 0 144 144 0 48 49 Long Beach & Burnett Long Beach Los Angeles F Long Beach & Burnett, L.P. MGP 46 0 46 46 0 49 50 Horizons at Indio Indio San Bernardino S UHC Indio, L.P. MGP 80 0 80 80 0 50 51 The Crossings on 29th Street Los Angeles Los Angeles F UHC LA 29, L.P. MGP 34 0 34 34 0 51 52 Abajo del Sol Monterey Park Los Angeles S Abajo del Sol, L.P. MGP 61 0 61 61 0 52 53 Avalon/Nicolet Family Apts Los Angeles Los Angeles F Avalon/Nicolet Family Apts, L.P. MGP 38 0 38 38 0 53 54 Baldwin Village Los Angeles Los Angeles F Baldwin Village, L.P. MGP 83 0 83 83 0 54 55 Harvard Glenmary Los Angeles Los Angeles S Harvard Glenmary, L.P. MGP 216 0 216 216 0 55 56 Tri-City Los Angeles Los Angeles S Tri-City Housing, L.P. MGP 142 0 142 142 0 56 57 Watts/Athens Los Angeles Los Angeles F Watts/Athens Preservation XVII, L.P. MGP 100 0 100 100 0 57 58 The Crossings at North Hills Los Angeles Los Angeles F UHC 00317 North Hills, L.P. MGP 38 0 38 38 0 58 59 The Crossings at Escondido Escondido San Diego F UHC 00437 Escondido, L.P. MGP 47 0 47 47 0 59 60 Vermont Avenue Apartments Los Angeles Los Angeles F Vermont 4925, L.P. MGP 49 0 49 49 0 60 61 The Magnolia at Highland San Bernardino San Bernardino S Magnolia Highland, L.P. MGP 80 0 80 80 0 61 62 Coventry Court Apartments Tustin Orange S Tustin Coventry Seniors, L.P. MGP 97 143 240 240 0 62 63 NoHo Senior Artists Colony North Hollywood Los Angeles S NoHo Senior Artists Colony, L.P. MGP 27 101 128 128 0 63 64 Bellwood Park Apartments Sacramento Sacramento F Bellwood Jerron Apartments, L.P. MGP 76 0 76 76 0 64 Jerron Place Apartments Sacramento Sacramento F MGP 40 0 40 40 0 65 Oak Valley Apartments North Highlands Sacramento F Oak Valley Apartments, L.P. MGP 141 0 141 141 0 65 66 Sherman Village Apartments Reseda Los Angeles F Sherman Village Apartments, L.P. MGP 73 0 73 73 0 66 67 Legacy Apartments Thousand Palms Riverside F Thousand Palms Apartments, L.P. MGP 81 0 81 81 0 67 68 5555 Hollywood Los Angeles Los Angeles S 5555 Hollywood, L.P. MGP 120 0 120 120 0 68 69 Buckingham Senior Apartments Los Angeles Los Angeles S Buckingham Senior Apartments, L.P. MGP 70 0 70 70 0 69 70 Figueroa Senior Apartments Los Angeles Los Angeles S Figueroa 7621, L.P. MGP 35 0 35 35 0 70 71 La Coruna Senior Apartments Los Angeles Los Angeles S La Coruna Senior Apartments, L.P. MGP 87 0 87 87 0 71 72 Tavarua Senior Apartments Carlsbad San Diego S Tavarua Apartments, L.P. MGP 50 0 50 50 0 72 73 Chinatown Metro Apartments Los Angeles Los Angeles S Chinatown Metro Apartments, L.P. MGP 123 0 123 123 0 73 74 Tobias Terrace Apartments Panorama City Los Angeles F Tobias Terrace Apartments, L.P. MGP 56 0 56 56 0 74 75 The Grove at Sunset Park Brentwood Conta Costa F Grove Sunset, L.P. MGP 54 0 54 54 0 75 76 SC Senior Apartments San Clemente Orange S SC Senior Apartments, L.P. MGP 76 0 76 76 0 76 77 Coral Mountain Apartments La Quinta Riverside F Coral Mountain Partners, L.P. MGP 176 0 176 176 0 77 78 Lugo Senior Apartments San Bernardino San Bernardino S Lugo Senior Apartments, L.P. MGP 119 0 119 119 0 78 79 Ramona Park Senior Apartments Long Beach Los Angeles S Long Beach Artesia L. P. MGP 61 0 61 61 0 79 80 Pacific Avenue Arts Colony San Pedro Los Angeles S 325 Pacific, L.P. MGP 49 0 49 49 0 80 81 Belwood Arms Long Beach Los Angeles F HCP Belwood Arms, L.P. MGP 34 0 34 34 0 81 82 Compton Senior Apartments Compton Los Angeles S Compton Senior Apartments, L.P. MGP 75 0 75 75 0 82 83 Baker Ranch Affordable Lake Forest Orange F Baker Ranch Affordable, L.P. MGP 189 0 189 189 0 83 84 Glendale Arts Colony Glendale Los Angeles F Glendale Arts Colony, L.P. MGP 70 0 70 70 0 84 85 5400 Hollywood Family Apartments Los Angeles Los Angeles F 5400 Hollywood Family Apartments, L.P. MGP 40 0 40 0 40 85 86 Washington 722 TOD Los Angeles Los Angeles F Washington 722, L.P. MGP 55 0 55 0 55 86 87 Brethren Manor Long Beach Los Angeles S Brethren Manor Senior Care, L.P. MGP 279 17 296 296 0 87 88 Gundry Hill Family Apartments Signal Hill Los Angeles F Gundry Hill, L.P. MGP 72 0 72 0 72 88 89 Tiki Apartments Huntington Park Los Angeles SN 7301 Santa Fe Avenue, L.P. MGP 36 0 36 0 36 89 90 Sylmar Court Sylmar Los Angeles F 12415 San Fernando Apartments, L.P. MGP 101 0 101 0 101 90 91 127th Street Apartments Los Angeles Los Angeles SN 127th Street Apartments, L.P. MGP 85 0 85 0 85 91 92 El Segundo Apartments Los Angeles Los Angeles SN El Segundo Apartments, L.P. MGP 75 0 75 0 75 92 93 Courson Arts Colony East Palmdale Los Angeles F/SN CAC East, L.P. MGP 81 0 81 0 81 93

TOTAL - 7,610 735 8,345 7,800 545

S - Senior F - Family SN - Special Needs MGP - Managing General Partner Scott Gayner, Director of Development and Senior Portfolio Manager

Mr. Gayner joined WCH and CHBA in 2007 as a Portfolio Manager and was promoted to Senior Portfolio Manager in 2011. He began his career in the affordable housing industry in 1992 and brings a broad base of experience to the WCH team. He has an undergraduate degree in Economics from UCLA and an MBA from Chapman University. Mr. Gayner served as Vice President and Partner of ARV Affordable Housing, Inc. from 1992 to 1996, developing large family and senior affordable housing projects. His expertise includes commercial land acquisition and development, industrial projects, rural affordable housing and acquisition/rehab of affordable housing. Mr. Gayner is responsible for overseeing the operations of affordable communities owned by WCH that are located primarily in San Diego County, Inland Empire, and Central and Northern California. As Director of Development, he assists WCH partners in acquisition and development on new projects and oversees construction of projects that have AHP financing.

As Senior Portfolio Manager at WCH, Mr. Gayner assisted in the development and management of several local affordable housing communities, including family projects of Legacy Apartments in Thousand Palms and Coral Mountain in La Quinta, and the entitlement of Liberty Lane, a veteran housing project in Redlands. He’s orchestrated the procurement of government grants, such as the Capital Magnet Fund award of $5 million from the US Treasury in 2010. During his time at WCH, he has helped WCH’s nonprofit status expand from approximately 4,000 senior and family low-income housing units to almost 10,000 units Statewide. Keith Labus AIA, leed ap Principal

Architecture + Planning

As a Principal at KTGY Keith Labus offers his clients over 20 years of award- winning planning and design experience in the areas medium and high density, market rate, and affordable communities. He is responsible for conceptual planning and schematic design of projects in both Northern and Southern California. With special attention to detail, Mr. Labus’ primary role is to ensure each project has clear direction while sustaining open communication between consultants, clients and relevant jurisdictions.

Selected Project Experience

Multi-Family 55+ Anton Menlo Dana Strand Senior Apartments Experience Menlo Park, CA Wilmington, CA St. Anton Partners ROEM Development Corporation Years of Experience: 21 Anton 1101 Camino del Rey Years with Firm: 14 Sunnyvale, CA Santa Clara, CA Education St. Anton Partners ROEM Development Corporation Franklin Street Family Apartments Tavarua Bachelor of Architecture Mountain View, CA Carlsbad, CA California State University ROEM Development Corporation Meta Housing Corporation San Luis Obispo, CA Village at Broad Street The Magnolia at Highland Registration San Luis Obispo, CA San Bernardino, CA ROEM Development Corporation Meta Housing Corporation Licensed Architect: CA Brookwood Terrace The Grove LEED Accredited Professional San Jose, CA Garden Grove, CA Affiliations ROEM Development Corporation Meta Housing Corporation Mio Japantown Dorado Senior Apartments American Institute of Architects, AIA San Jose, CA Buena Park, CA NAHB 50+ Council ROEM Development Corporation Highridge Costa Housing Partners

Contact Lorena Heights Apartments Red Star Los Angeles, CA Oakland, CA 949.300.9406 Michaels Development Company Global Premier Development [email protected] Carlyle at Colton Plaza The Gardens at Sierra Irvine, CA Fontana, CA New Pacific Realty The Related Companies Derian Family Apartments Dudley Avenue Apartments Irvine, CA Pomona, CA CNC Development Integrity Housing

* Project completed by (Other Firm Name) for its client while (KTGY Employee Full Name) was a (Role)