AUBURN, CA OFFERING MEMORANDUM

“Where Main Street Meets Your Street” CONFIDENTIAL MEMORANDUM AND DISCLAIMER

This Offering Memorandum and all information forwarded hereafter as an Addendum to (Offering Information) has been prepared solely for informational purposes (and not as an offer) to assist a prospective Purchaser in determining whether it wishes to proceed with an in-depth investigation of the Property. No representations or warranties, expressed or implied, as to the accuracy or completeness of the Offering Memorandum or any of its contents shall be deemed made, and no legal commitment or obligations shall rise, by reason of this Offering Memorandum or its contents. Prospective Purchasers are expected to review independently all documents relating to the property as to the accuracy and completeness of the information contained herein. All financial projections are provided for general reference purposes only. These projections have been based upon various assumptions relating to the general economy, competition and other factors beyond the reasonable control of Lucescu Realty (“Lucescu”) and the “Owner,” and therefore, are subject to material variation.

The property described in the Offering Memorandum is being sold on an “As Is” basis. Lucescu, their respective officers, employees or representatives do not make any representation or warranty, expressed or implied, as to the accuracy or completeness of this Offering Memorandum or any of its contents. This Offering Memorandum is subject to modification and/or withdrawal from the market by Owner at any time without prior notice.

By receipt of this Offering Memorandum, you agree that its contents are of a confidential nature, that you will hold and treat it in the strictest confidence and that you will not disclose directly or indirectly this Offering Memorandum or any of its contents to any other entity without the prior written authorization of the Owner or Lucescu. You also agree that you will not use this Offering Memorandum or any of its contents in any manner detrimental to the interest of the Owner or Lucescu. Photocopying or other duplication is strictly prohibited.

If prior to or upon your review of this Offering Memorandum you no longer have further interest or you do not wish to pursue negotiations leading to this acquisition, please return this Offering Memorandum in its original form to Lucescu. Crossroads Shopping Center AUBURN, 2ND QUARTER 2018

OFFERED BY:

www.lucescurealty.com

Mark Lucescu Samer Khalil President Senior Associate 949.706.7772 ext. 100 949.706.7772 ext. 105 [email protected] [email protected]

NEWPORT BEACH, CA OFFICE LAS VEGAS, NV OFFICE PHOENIX, AZ OFFICE 500 Newport Center Drive, Suite 550 3960 Howard Hughes Pkwy., #500 2415 E. Camelback Road, Suite 700 Newport Beach, California 92660 Las Vegas, Nevada 89169 Phoenix, Arizona 85016 Tel. 949.706.7772 Tel. 702.425.5781 Tel. 480.685.5998 DRE License #01506278 DRE License #B0032981 DRE License #CO641916000 Mr. Mark Lucescu, President Mr. Varo Gabriel, Managing Director Mr. Greg Wendelken, Managing Director Ext: 100 Ext: 104 Ext: 114 [email protected] [email protected] [email protected]

Newport Beach, CA • Las Vegas, NV • Phoenix, AZ • San Francisco, CA (2018) QUARTZ DR

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OFFERING SUMMARY Executive Summary...... 4 Investment Summary ...... 7. Pro Forma Schedule Of Prospective Net Operating Income And Cash Flow After Debt Service ...... 7 Existing Financing Summary ...... 9. . Tenant List ...... 11 . Site Plan ...... 12 Parcel Map ...... 13 Area Map ...... 14 Local Map ...... 14 Regional Map ...... 15

AREA INFORMATION Lease Comparables ...... 16 Lease Comparables Map ...... 17 Placer County Overview ...... 20 City of Auburn Area Information...... 32

TENANT INFORMATION Tenant Rent Roll ...... 39 Tenant Profiles ...... 42

FINANCIAL ANALYSIS Assumptions and Methodology of Prospective Cash Flow ...... 48 Schedule of Prospective Cash Flow ...... 50 Schedule of Expense Reimbursement Revenue ...... 51 Individual Loan & Debt Service Summary ...... 52. Schedule of Sources And Uses of Capital ...... 53. Prospective Present Value (Unleveraged) ...... 54. Prospective Present Value (Leveraged) ...... 55

APPENDIX Average Household Income Map ...... 58 Population Density Map...... 58 Demographics ...... 59 ROCK CREEK SELF STORAGE SUTTER AUBURN FAITH HOSPITAL

FUTURE SHOPPING CENTER

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LUCESCU REALTY /// OFFERING MEMORANDUM 2 /// AUBURN, CA LUCESCU REALTY /// OFFERING MEMORANDUM 3 /// AUBURN, CA OFFERING SUMMARY

EXECUTIVE SUMMARY

LUCESCU REALTY has been selected, as the exclusive broker, to offer for sale, Crossroads Shopping Center, located in Auburn (Sacramento MSA), California. The Property is a seasoned, Grocery-anchored, Community Shopping Center totaling approximately 125,791 Square Feet; anchored by Safeway (NAP), Ross Dress for Less and Famous Footwear. Additional features include:

• Premier, Institutional Quality, Necessity Retail Shopping Destination. The Property is a 46,948 square foot portion of an Open-Air, Community Shopping Center totaling approximately 125,791 Square Feet of existing GLA. Anchored by Safeway (NAP), Ross Dress for Less and Famous Footwear; three (3), market leading tenants with strong brand recognition. Additionally, CACFit (NAP) is a locally owned and operated athletic club that has been operating in Auburn since 1981 and caters to its 3,000+ members with state-of-the-art facilities and fitness equipment.

• Co-Anchored by Target, Located in the Heart of Auburn’s Retail Hub. Target (NAP), one of the largest, most successful and credit worthy retailers in the world, is adjacent to the property and provides a tremendous draw to the center. Additional regional and national retailers at this intersection include: Home Depot, Kmart, Smart & Final, Rite Aid, Michaels, PetSmart, Petco, BevMo!, Ulta, Chick-Fil-A and Starbucks.

• Dominant Grocery Anchor. Safeway (NAP) was founded in 1915 and is a subsidiary of Albertsons, the second largest supermarket chain in North America. Albertsons has more than 2,300 retail stores and its 34 million weekly customers generate nearly $60 Billion in annual sales. Safeway has been operating at the subject property for over 20 years (originally under their Pak N Save banner) and their store features Western Union, Starbucks and an Amazon Locker (the only one in Auburn), and has individual departments for a pharmacy, fresh produce, seafood, butcher, floral, beer, wine and liquor.

• Seasoned, Secure Income Stream. 74.6% of the GLA is leased to original tenants from when the property was built in 1994. The weighted average tenure of current tenants exceeds eighteen (18) years and the weighted average remaining lease term of current tenants exceeds eight (8) years. Ross recently extended its lease term by eight (8) years (two (2) years early).

LUCESCU REALTY /// OFFERING MEMORANDUM 4 /// AUBURN, CA • National Tenant, Out-Pad, Parcel. AutoZone occupies a prominent out-pad parcel on a new 10-year lease with fixed rental increases every five (5) years. Prior to its commencement, AutoZone will, at its sole cost and expense, remodel the interior and exterior of its building. Improvements will include a new façade, flooring, HVAC, energy efficient lighting, painting and new signage.

• Best-in-Class Retailers. Crossroads Shopping Center’s “blue-chip” tenant roster features several of the largest and most credit worthy retailers (both Ross and AutoZone are investment grade) in the country. 91.9% of the leased GLA is occupied by National and Regional tenants that account for 87.5% of the Total Annual Base and NNN Rent.

• Existing, Assumable, Below Market Interest Rate Financing Providing Strong Investment Returns. The year one Cash Flow is 6.0% and the Total Return (Cash Flow plus Principal Reduction) is 8.01%. Total Return averages 8.53% and 9.83% during the next 5 and 11 years, respectively.

• High Barriers to Entry for New Developments. The local zoning laws and onerous restrictions on commercial developments combined with Auburn’s unique terrain result in a dearth of commercially zoned, developable land, and will likely result in continued upward pressure on rental rates.

• Favorable Trade Area Demographics. Located in one of the more affluent trade areas within the greater Sacramento area. Within a 5-mile radius, the 2018 Estimated Average Household Income is $85,981.

• Highly Visible, Easily Accessible Site. The Property is located near State Route 49 (34,700 VPD), at the signalized intersection of Bell Road (25,289 VPD) and Quartz Drive with high visibility, and easy accessibility via five (5) ingress and egress points around the Property’s perimeter. Frontage of the Center along Bell Road exceeds 990 feet and over 650 feet along Quartz Drive.

LUCESCU REALTY /// OFFERING MEMORANDUM 5 /// AUBURN, CA LUCESCU REALTY /// OFFERING MEMORANDUM 6 /// AUBURN, CA INVESTMENT SUMMARY

Offered for acquisition is Crossroads Shopping Center located inAuburn, CA. The Property is anchored by Safeway (NAP), Ross Dress for Less and Famous Footwear. Offering: Fee Simple Interest in the offered portion of Crossroads Shopping Center, Auburn, CA Four (4) retail buildings, including two (2), major single-tenant building, one (1), in-line, multi-tenant building and one (1), out-pad, single-tenant Description: building. Location: Northeast Corner Bell Road & Quartz Drive Purchase Price: $11,115,335 Terms: Cash to Existing Loan Net Operating Income (Yr 1): $692,662 Cap Rate: 6.23% Cash Flow (Yr. 1): 6.00% Property Size: 46,948 Square Feet - Included as Part of Offering. 125,791 Square Feet Includes NAP. Price Per Square Foot: $236.76 Occupancy: 100.00% Year Built: 1994 Safeway (NAP), Ross Dress for Less, AutoZone, Famous Footwear, Mountain Mike’s Pizza, U.S. Army Career Center (NAP), Sierra Credit Major/Chain Tenants: Union (NAP), Great Clips, OE Federal Credit Union and Applebee’s (NAP). Parking Ratio: 272 stalls, 5.79:1,000 sf Land Area: 5.50 Acres (239,580 Sq. Ft.) - Included as Part of Offering. 14.18 Acres (617,680.80 Sq. Ft.) - Includes NAP. Building / Land Coverage Ratio: 19.60% - Included as Part of Offering. 20.37% - Includes NAP.

PRO FORMA SCHEDULE OF PROSPECTIVE NET OPERATING INCOME AND CASH FLOW AFTER DEBT SERVICE NET OPERATING PRINCIPAL TOTAL YEAR INCOME CAP RATE CASH FLOW CASH FLOW % REDUCTION TOTAL RETURN RETURN % 1 $692,662 6.23% $314,590 5.91% $111,660 $426,250 8.01% 2 $708,486 6.37% $300,357 5.64% $116,856 $417,213 7.84% 3 $717,371 6.45% $339,299 6.38% $122,294 $461,593 8.67% 4 $723,265 6.51% $345,193 6.49% $127,985 $473,178 8.89% 5 $735,308 6.62% $357,236 6.71% $133,941 $491,177 9.23% 6 $749,293 6.74% $347,738 6.53% $140,173 $487,911 9.17% 7 $748,293 6.73% $305,329 5.74% $146,696 $452,025 8.49% 8 $785,809 7.07% $373,658 7.02% $153,522 $527,180 9.91% 9 $805,169 7.24% $427,098 8.03% $160,666 $587,764 11.05% 10 $824,086 7.41% $446,014 8.38% $168,143 $614,157 11.54% 11 $850,379 7.65% $818,460 15.38% $0 $818,460 15.38% 5 Year Average $715,418 6.44% $331,335 6.23% $122,547 $453,882 8.53% 11 Year Average $758,193 6.82% $397,725 7.47% $125,631 $523,355 9.83%

Above Cash Flow and Total Return excludes Capital Reserves in Year 1 Price and assumes re-financing in Year 8 of the remaining principal balance at the same terms of the Existing Loan.

LUCESCU REALTY /// OFFERING MEMORANDUM 7 /// AUBURN, CA LUCESCU REALTY /// OFFERING MEMORANDUM 8 /// AUBURN, CA EXISTING FINANCING SUMMARY

Holder: Bank of America, N.A. Loan Amount: $6,100,000 Current Balance: $5,793,935 (As of October 1, 2018) Commencement: October 1, 2015 Interest Rate: 4.557% Payment: $373,377 Annually Amortization: Thirty (30) Years Term: Ten (10) Years, Maturing October 1, 2025 Assumption: Borrower shall pay to Lender i. a non-refundable assumption fee in an amount equal to one half of one percent (0.5%) of the then outstanding principal balance of the Note with respect to the first such Transfer and one percent (1.0%) for each Transfer thereafter; ii. all out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements and Rating Agency fees, incurred by Lender in connection with the proposed Transfer (which shall be paid whether or not the proposed Transfer actually occurs); iii. a non-refundable processing fee in the amount of $7,500.

LUCESCU REALTY /// OFFERING MEMORANDUM 9 /// AUBURN, CA ROCK CREEK SUTTER AUBURN ELEMENTARY SCHOOL FAITH HOSPITAL

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LUCESCU REALTY /// OFFERING MEMORANDUM 10 /// AUBURN, CA TENANT LIST

Tenant (Offered) Sq. Footage % NRA Lease Expiration Ross Dress for Less 25,500 54.32% January - 2028 AutoZone 6,808 14.50% September - 2028 Famous Footwear 5,108 10.88% January - 2025 Mountain Mike's Pizza 2,925 6.23% June - 2026 Great Clips 1,425 3.04% September - 2023 Happy Cigar & Cigarette 1,375 2.93% August - 2019 OE Federal Credit Union 1,375 2.93% December - 2018 Mood Nails 1,232 2.62% August - 2023 Flaming Burrito Grill 1,200 2.56% May - 2020 Total (Offered) 46,948 100.00%

Not a Part Safeway 58,640 CACFit 9,000 Pollo Asado 4,000 Applebee's 3,202 U.S. Army Career Center 2,001 Sierra Credit Union 2,000 Total (NAP) 78,843

Total (Includes Offered & NAP) 125,791

LUCESCU REALTY /// OFFERING MEMORANDUM 11 /// AUBURN, CA SITE PLAN

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LUCESCU REALTY /// OFFERING MEMORANDUM 13 /// AUBURN, CA AREAWILLIAMS MAP LOCAL MAP YUBA CITY COLFAX OLIVEHURST

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LUCESCU REALTY /// OFFERING MEMORANDUM San15 Diego /// AUBURN, CA AREA INFORMATION

LEASE COMPARABLES

TOTAL NRA / VACANCY RATE / LEASE PARK RATIO / MAJOR TENANTS / Property Photo AVAIL NRA RATE SQ. FT. TYPE YEAR BUILT COMMENTS Crossroads Shopping Center 125,791 0.0% $18.00-$27.00 NNN 5.00:1,000 Safeway, Ross Dress for Less, NEC Bell Rd & Quartz Dr 0 1994 Famous Footwear. Auburn, CA 1 Mile 2 Mile 3 Mile Population: 6,304 16,478 27,000

SUBJECT Avg HH Income: $67,936 $77,009 $81,766

1 Rock Creek Plaza 205,121 5.3% $24.00-$28.00 NNN 4.28:1,000 Kmart, Rite Aid, Michaels, BevMo!, SEQ State Route 49 & Bell Rd 10,909 1977/2007 Petco, Ulta. Auburn, CA 1 Mile 2 Mile 3 Mile Population: 6,683 16,852 27,579 Avg HH Income: $68,662 $77,380 $81,285

2 Auburn Creekside (Future) 88,605 100.0% N/A NNN N/A Future shopping center. Phase 1 NEQ State Route 49 88,605 2018-2019 will include four pad buildings, and & Education St Phase 2 will include 56,255 SF of 1 Mile 2 Mile 3 Mile Auburn, CA Box/Jr. Box Space. Center is directly Population: 7,546 15,911 25,644 north of Target and will have access Avg HH Income: $66,280 $76,408 $82,730 to Target and Subject Property with an REA.

3 Willow Creek Shopping Center 144,815 0.0% N/A NNN 4.36:1,000 Home Depot, Smart & Final, NWQ State Route 49 0 2015 PetSmart. & Willow Creek Dr 1 Mile 2 Mile 3 Mile Auburn, CA Population: 5,791 16,330 27,215 Avg HH Income: $67,919 $76,582 $80,354

4 Auburn Village 155,106 6.7% $21.00 NNN 4.66:1,000 Bel Air, CVS, Dollar Tree, Goodwill. NEQ State Route 49 10,428 1990 & New Airport Rd 1 Mile 2 Mile 3 Mile Auburn, CA Population: 7,049 18,397 29,079 Avg HH Income: $72,535 $75,350 $78,164

5 Auburn Ravine Shopping Center 84,961 10.4% $13.20-$14.40 NNN 4.24:1,000 Raley’s NEQ Interstate 80 & Foresthill Rd 8,800 1975 Auburn, CA 1 Mile 2 Mile 3 Mile Population: 3,810 13,836 22,205 Avg HH Income: $99,396 $77,666 $77,504

6 Auburn Town Center 153,128 3.4% $19.00-$24.00 NNN N/A Save Mart Supermarkets, CVS, NWQ Interstate 80 & Elm Ave 5,250 1980/1997 McCalou’s. Auburn, CA 1 Mile 2 Mile 3 Mile Population: 7,769 17,249 26,236 Avg HH Income: $64,614 $78,203 $83,292

LUCESCU REALTY /// OFFERING MEMORANDUM 16 /// AUBURN, CA LEASE COMPARABLES MAPLOCKSLEY LN

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PROPERTY MAJOR RETAIL TENANTS Subject Safeway, Ross Dress for Less, Famous Footwear.

1 Rock Creek Plaza Kmart, Rite Aid, Michaels, BevMo!, Petco, Ulta.

2 Auburn Creekside (Future) Future shopping center. Phase 1 will include four pad buildings, and Phase 2 will include 56,255 SF of Box/Jr. Box Space.

3 Willow Creek Shopping Center Home Depot, Smart & Final, PetSmart.

4 Auburn Village Bel Air, CVS, Dollar Tree, Goodwill.

5 Auburn Ravine Shopping Center Raley’s.

6 Auburn Town Center Save Mart Supermarkets, CVS, McCalou’s.

LUCESCU REALTY /// OFFERING MEMORANDUM 17 /// AUBURN, CA AUBURN TOWN CENTER

AUBURN PLAZA

AUBURN VILLAGE

COLONIAL VILLAGE

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QUARTZ DR LUCESCU REALTY /// OFFERING MEMORANDUM 18 /// AUBURN, CA LUCESCU REALTY /// OFFERING MEMORANDUM 19 /// AUBURN, CA IOWA HILLS BRIDGE Source: www .visitplacer .com

PLACER COUNTY OVERVIEW

Placer County is located 80 miles northeast of San Francisco, and Auburn, the County seat, is located 100 miles southwest of Reno, Nevada. The County encompasses over 1,431 square miles of land and water and serves a population of 381,743. There are six incorporated cities and towns located within the County: Auburn, Colfax, Lincoln, Loomis, Rocklin and Roseville. The Mountains, home to the 1960 Winter Olympics and the largest concentration of world class ski resorts in the Western United States, provide an abundance of year-round recreational and cultural opportunities to the residents of the County.

During fiscal year 2016-17, the County, for the sixth consecutive year, saw positive trends in certain economic segments led by real estate and tourism. Also for the sixth consecutive year, annual income and unemployment continued to show steady improvement.

Placer County’s economy continues to improve. Property and real property transfer taxes are projected to grow at a moderate pace of about 2.0 to 2.5% annually, sales tax collections are estimated to increase $775,000 in fiscal year 2017-18. Targeted revenue sources in some departments continue to improve, primarily Public Safety and Health and Human Services. With an uptick in building permit activity, several large residential developments are in progress, and coupled with recent job growth, the local economy is expected to improve in the near-term and position the County favorably for future growth.

LUCESCU REALTY /// OFFERING MEMORANDUM 20 /// AUBURN, CA SQUAW VALLEY

Demographic Snapshot (Placer County, CA) Population Total Population 381,743 Male Population 48.71% Skilled Workforce Room for Growth Female Population 51.29% Placer County residents are among the Within the area referred to as south Median Age 41.9 best educated in the state, on par with the Placer, there are thousands of acres Employees 189,192 Bay Area, with nearly 25 percent having a available for future business growth. Income bachelor’s degree and 12 percent having The county currently is updating the Average HH Income $107,965 a graduate/professional degree. area plan for more than 8,000 acres of south Placer. Per Capita Income $41,218 Households Total Households 145,135 Average HH Size 2.63 Race Quality of Life A Tourism Hub White 80.70% Black 1.75% The county is routinely ranked as one of Yearly, more than one million visitors the healthiest counties in California and flock to Placer County’s North Lake American Indian 0.84% is ranked within the top five for quality Tahoe for year-round recreation, Asian/Pacific Islander Alone 7.64% of life. The county boasts not only the sightseeing, entertainment and Other/Two or More Races 9.07% best schools, the best outdoor recreation relaxation. Placer County also offers Ethnicity and the most beautiful views you’ll find many historic towns, museums, a Hispanic 14.00% anywhere, but the county is also home blossoming art scene and fabulous Non-Hispanic 86.00% to amazing art, agriculture and award- parks and trails. winning wineries and breweries. Source: www .chooseplacer .com

LUCESCU REALTY /// OFFERING MEMORANDUM 21 /// AUBURN, CA History Placer County’s 150-year history began with the discovery of gold in 1848. In fact, the County took its name from the Spanish word for sand or gravel deposits that contain gold. Gold was discovered on the American River in 1848 by James W. Marshall at Sutter’s Mill in Coloma. One of the first parties to capitalize on Marshall’s success was organized by Claude Chana who panned three large gold nuggets from a stream at the Auburn Ravine on May 16, 1848. This discovery warranted the establishment of a new mining settlement, which was named Auburn in 1849. By April 25, 1851, the County of Placer was formed, and Auburn was designated as the County seat.

The railroad has also been a major part of Placer County’s history. Between 1864 and 1865, Central Pacific Railroad laid track from Sacramento to reach various parts of Placer County, including Roseville, Rocklin, Newcastle, Auburn, and Colfax. The track in Roseville crossed with an existing rail line that connected Folsom with Lincoln—this spot became known as Junction and the site where Roseville was established. In 1906, the Southern Pacific Railroad, wishing to expand, moved its facilities to Roseville, establishing the City as a major railroad center and CENTRAL PACIFIC RAILROAD COMPANY just three years later (1909), Roseville was incorporated. In 1913, Pacific Fruit Express (PFE, a joint venture between Union Pacific and Southern Pacific) completed construction of its ice manufacturing plant in Roseville, which became the world’s largest plant of its kind by 1920. PFE’s operations supplied ice to railcars to refrigerate fruits and vegetables being shipped to other parts of the country.

Another major city in Placer County, Rocklin, was incorporated in 1893. The City’s history is rooted in the granite mining industry—by 1910, 22 granite quarries were operating in Rocklin. Much of this granite was delivered by train out of town for use in the California State Capitol and San Francisco buildings.

Lincoln, incorporated in 1890, was named after a San Francisco businessman, Charles Lincoln Wilson, who was a major player in the financing of the rail line to carry Pony Express mail between Sacramento and Folsom. Nearby Loomis, founded in 1850, was the second-largest station for fruit shipping in the County in the early 1900s. James Loomis, the main figurehead of the town’s early days, is the namesake of the City, which was officially incorporated in December 1984.

Colfax, originally known as Alder Grove, had its beginnings as a camp for trappers and gold miners in the mid-19th century and eventually its activities were centered on the railroad. The town was named after Schulyer Colfax, U.S. Speaker of the House of Representatives at the time, and was incorporated in 1910.

All of the towns and communities (including, but not limited to, Newcastle, Penryn, Sheridan, and STANFORD LOCOMOTIVE OF THE Foresthill) within Placer County have contributed to the County’s rich history. Many towns had CENTRAL PACIFIC RAILROAD COMPANY their beginnings in mining, but have evolved over the years into ranching, farming, and timber communities and recreation destinations.

LUCESCU REALTY /// OFFERING MEMORANDUM 22 /// AUBURN, CA In 1956, construction on Interstate 80 was completed, linking Placer County towns and cities to points East and West. The Interstate was built in preparation for the 1960 Olympic Games at Squaw Valley.

Placer County’s strong growth and development in more recent times can, in large part, be attributed to the relocation of Hewlett-Packard from the Bay Area to Roseville in the beginning of the 1980s. The interest shown by new, expanding, and relocating companies to Placer County developed into a demand for substantial expansion of the available commercial and residential space. Today’s Placer County represents a rapidly growing and prosperous community characterized by a healthy and mature economy, attractive business environment, and residents who benefit from a developed educational, safety, and healthcare infrastructure, in addition to abundant recreational opportunities.

SQUAW VALLEY

LUCESCU REALTY /// OFFERING MEMORANDUM 23 /// AUBURN, CA Fueling Placer County’s Growth Placer County, one of the fastest growing areas in California, is proving to be a magnet for many reasons. Among them:

Source: www .chooseplacer .com

Population Placer County’s population has grown rapidly since 2000, increasing approximately 54% to its current estimated population of 381,743. The County’s population is projected to grow by another 13.2% by 2022, and at an annualized rate of 1.31 percent, adding 111,561 people, over the next 20 years.

Employment Placer County’s Largest Employers Placer County is home to businesses in a variety of industries, and the Company or Organization Number of Employees five following industries comprise approximately 80% of all employees Sutter Health 5,435 in the County: Kaiser Permanente 5,361 Industry: % of Total Employees County of Placer 2,700 Government (State and Federal) 24.53% Squaw Valley Alpine Meadows 2,500 Trade, Transportation and Utilities 15.84% HP Inc. and Hewlett Packard Enterprise Co. 2,100 Educational and Health Services 15.22% Sierra Joint Community College District 1,940 Professional and Business Services 13.41% Thunder Valley Casino Resort 1,915 Leisure and Hospitality 10.41% Safeway Inc. 1,254

Source: County of Placer Final Budget 2017-18 PRIDE Industries 1,155 SolarCity Corp. 1,120

LUCESCU REALTY /// OFFERING MEMORANDUM 24 /// AUBURN, CA Source: www .chooseplacer .com

Education One of Placer County’s most important resources is its education system. Through a network of public and private schools, the County benefits from a well- educated community and labor force. Local institutions offer programs for most undergraduate and graduate degrees, and several institutions specialize in services to assist the business community. More than 70,000 students attend school in Placer County.

Primary and Secondary Education Higher Education Placer County’s largest public K-12 school districts by number of Higher education is available from a variety of institutions throughout the area. students and their service regions are listed below: The University of California, Davis (UC Davis) and California State Universities, Sacramento (Sacramento State) and Chico (CSUC), several community • Dry Creek Joint Elementary—Roseville colleges, numerous private universities, vocational schools, professional schools, and local campuses of colleges headquartered elsewhere in the state • Eureka Union—Roseville provide services to meet the educational needs of local businesses and the • Roseville City—Roseville community. Additionally, within a three-hour distance from Placer County, the • Roseville Joint Union High—Roseville University of California, Berkeley and Stanford University, among other Bay Area institutions, provide an accessible supply of well-educated graduates. • Rocklin Unified—Rocklin • Placer Union High—Auburn, Loomis, Newcastle, Penryn, Placer County is also within the Sierra Community College District; which Foresthill, Colfax, Weimar administers day, evening and weekend classes to about 18,000 students. Of all community colleges located in , Sierra College ranks first in • Western Placer Unified—Lincoln, Sheridan total number of transfer students to University of California and California State • Tahoe-Truckee Unified—Tahoe City and Kings Beach (in University institutions. addition to locations in other counties bordering Placer County) In addition to the comprehensive instruction given at area community colleges, specific technical training is available at trade and vocational schools in Placer County and the Sacramento Region.

LUCESCU REALTY /// OFFERING MEMORANDUM 25 /// AUBURN, CA Regional Transportation and Infrastructure Highways Interstate freeways, transcontinental railways, a deep-water shipping channel, and two major international airports give Placer County easy access to many major markets. Four major highways allow one-day freight delivery throughout California and parts of the West Coast, making Placer County an excellent location for warehouse and distribution facilities. Similarly, the Port of West Sacramento provides access for deepdraft ships. The Sacramento Region transportation advantages benefit the local economy and enhance Placer County’s ability to reach and serve markets in the United States and abroad.

Access via Interstate 80 and more than 820 miles of connecting highways permit rapid commutes to surrounding regions, placing cities such as San Francisco; Reno, Nevada; and Salt Lake City, Utah within one day’s travel from Placer County. Highway 65 provides access from Interstate 80 north to Lincoln and Marysville. Interstate 5 links Placer County with Oregon and Washington in the north, and Los Angeles, Orange, and San Diego Counties in the south. Highway 99 travels north and south through the agricultural regions of the San Joaquin and Sacramento Valleys and nearby Highway 50 provides a direct connection to South and convenient access to all connecting freeways in the Sacramento Region.

Airports Sacramento International Airport, Reno/Tahoe International Airport, Mather Airport, and Executive Airport serve Placer County, the Sacramento Region, and outlying areas. Sacramento International Airport is located 12 miles north of downtown Sacramento and 23 miles from Roseville.

The nearest major international airport serving Placer County is Sacramento International Airport (SMF), a gateway between Northern California destinations and major cities across the U.S. and the world. Located 12 miles from downtown Sacramento, service is available from 12 major carriers. SMF enplanes and deplanes more than 8 million passengers per year. In 2008, the Sacramento County Airport System broke ground on the largest capital improvement project in the history of Sacramento County: “The Big Build.” The $1.03 billion terminal modernization project replaced the airport’s original, aging Terminal B to meet the rising demand for passenger services and improve the airport’s ability to attract new carriers and routes. The Terminal B facility is three times the size of the original Terminal B. The two parts of the complex – an airside concourse and a landside terminal - are connected by an automated people mover. The new Terminal B work was completed in Fall 2012.

Another major passenger and cargo airport serving Placer County (primarily the High Country) and outlying areas is the Reno/Tahoe International Airport, which has been in operation for over 80 years. The airport, located in Reno, Nevada and 50 miles from Tahoe City, has 98 daily flights and provides service to 15 nonstop destinations.

LUCESCU REALTY /// OFFERING MEMORANDUM 26 /// AUBURN, CA Railroads Placer County is home to the largest commercial rail facility on the West Coast, the Union Pacific J. R. Davis Yard in Roseville. The Davis Yard is the premier classification yard on the West Coast, consolidating rail traffic into longer, dedicated trains that can move directly to a final destination or interchange. As a result of the 1996 merger of Union Pacific with Southern Pacific, Placer County has access to Burlington Northern Santa Fe Railway, giving the County service by both major Western railroads. Approximately 98 percent of all traffic in Northern California moves through the yard. Rededicated in 1999 after a $142 million reconstruction project, it encompasses 915 acres on a site that has operated for about 100 years. Short line railroads, Sierra Northern Railway, and California Northern Railroad also service the Region.

Passenger rail in Placer County includes daily service to the Bay Area as far south as San Jose and eastbound service to Chicago via Reno, Salt Lake City, and Denver. Amtrak’s Capitol Corridor from Auburn to San Jose provides commuting and travel links for Placer County residents, and its California Zephyr route offers eastern access over the Sierra Nevada Mountains to its Chicago terminus.

Public Transportation Tahoe Area Regional Transit (TART) operates along 30 miles of Lake Tahoe shoreline and includes a shuttle between Tahoe City and Truckee via Highway 89, several times daily seven days per week. A connection between TART and Greyhound or Amtrak is available at the Truckee Depot. TART bus service is funded by Placer County, Washoe County Regional Transportation Commission, the Town of Truckee, and the North Lake Tahoe Resort Association.

Sacramento Regional Transit District’s (RT) service area covers 418 square miles with 64 bus routes and over 37 miles of light rail. In 1987, Sacramento RT began operating light rail and, since then, has extended services to Mather Field in Rancho Cordova (1998), South Sacramento (2003), Sunrise Boulevard in Rancho Cordova (2004), and Historic Folsom (2005).

Future light rail plans include extensions to Natomas and the Sacramento International Airport in addition to further extensions to South Sacramento.

Other public transit providers serving Placer County include Placer County Transit (PCT) operates fixed-route buses, Placer Commuter Express, Dial-A-Ride service, and vanpool services.

LUCESCU REALTY /// OFFERING MEMORANDUM 27 /// AUBURN, CA Tourism Placer County’s climate, geography, and historical richness contribute to its high quality of life. The geography of the County encompasses the grasslands of the Valley, oak hills of the Gold Country, snow-capped Sierra Nevada mountain range, and numerous rivers, lakes, state parks, and ski resorts. For those who desire a respite from urban life, Placer County offers hiking, biking, camping, snow skiing, snowboarding, horseback riding, fishing, water sports, ice-skating, and hunting. For the more cosmopolitan resident or visitor, Placer County also offers superb shopping, education, and cultural opportunities.

The expansive range of Placer County’s elevation and landscape characteristics provides ample opportunity for recreational and leisure activities for every season and every region within the County. This explains the continuing and growing popularity of Placer County among residents and tourists seeking active leisure. Topographical and geographical descriptions of each of the three regions in Placer County are as follows:

PLACER COUNTY

THE VALLEY

HIGH COUNTRY

GOLD COUNTRY

Map Source: www .visitplacer .com

LUCESCU REALTY /// OFFERING MEMORANDUM 28 /// AUBURN, CA The Valley: The Placer Valley area consists of the three vibrant suburban communities of Roseville, Rocklin and Lincoln. The cities’ high standards and family values have resulted in a nationally-recognized quality of life, as exemplified by the Family Circle magazine designation of Rocklin as one of the 10 most desirable places for a family to live, the Money magazine ranking of Roseville as one of the best places to live in the United States, and Lincoln’s “All American City” designation (an annual award presented to 10 U.S. communities whose citizens work together to identify and tackle community-wide challenges and achieve uncommon results). Recreational amenities, cultural activities, world class shopping, dining, and golf abound in the area. This safe, green-oriented, and affluent community hosts a variety of amateur and youth sports events. Golf enthusiasts are thrilled with the array of championship courses, many of which boast five star banquet facilities. Shopping opportunities abound with Westfield Galleria at Roseville, Quarry Ponds in Granite Bay, and an upscale lifestyle center, The Fountains at Roseville. The Thunder Valley Casino and Resort is one of the nation’s FOLSOM LAKE most elegant casino-resort attractions. Rich agricultural lands, recreational amenities, Source: www .visitplacer .com and cultural activities characterize the Valley area of Placer County. Folsom Lake State Recreation Area offers opportunities for activities such as: boating, water skiing, fishing, swimming, horseback riding, and camping.

The Gold Country: Spring and summer months in the Gold Country offer well-stocked rivers and lakes with tree-lined shores that characterize the world-famous Gold Country. The search for gold brought tens of thousands of miners to the foothills of Placer County in 1849 and weekend warriors still search for gold today on the American River. Hiking along the old wagon trails through the Tahoe National Forest is a trip through the area’s history. Off the beaten path, adventure seekers can experience Placer County’s Big Tree Grove, waterfalls, nature photography, river rafting, camping, and back-packing. In the winter the Gold Country offers many winter time sports such as skiing, snowboarding, cross-country skiing, snowshoeing, and snowmobiling. Placer County’s emerging wine trail offers tours of local boutique wineries, opportunities to meet local wine makers and taste award-winning wines. Special events throughout the year showcase the area’s historic winemaking legacy. Fans of water activities will find a large number of opportunities for fun and adventure. In the spring/summer months there are numerous commercial companies that offer canoeing, kayaking, and rafting trips for different skill levels along the picturesque routes of the American River. Follow-up these activities with a stop at one of the local farmers markets, where fresh produce can be found year-round. Placer County is world-famous for its sweet and nutritious mandarins, in-season during November and December. The strawberry harvest in spring and summer are delicious and juicy, red and ripe, straight from the fields. Vine-ripened and freshly picked tomatoes can be found in abundance at the produce stands in Newcastle, Loomis, and Auburn as Source: www .visitplacer .com well as various farmers markets along with other fresh vegetables, fruits, and eggs.

LUCESCU REALTY /// OFFERING MEMORANDUM 29 /// AUBURN, CA LAKE TAHOE Source: www .visitplacer .com

The High Country: Those seeking adventure or rest and relaxation can enjoy the splendor of the High Country. Abundant opportunities for hiking, camping, mountain bicycling, horseback riding and boating on Lake Tahoe are available during the summer and fall seasons. Snowmobiling, ice skating, downhill and cross-country skiing, and sledding are popular in the winter and early spring. The various ski resorts located in or in close proximity to the High Country region are major tourism draws to Placer County in winter, offering many activities to its visitors.

• Squaw Valley, the Village at Squaw Valley, and the Resort at Squaw Creek feature ski lifts, ice skating, accommodations, and restaurants. This site of the 1960 Winter Olympics boasts other winter activities, including a fitness and health spa, indoor climbing wall, snowshoeing, sleigh rides, dog sled tours, snow tubing, Aerial Tram rides, heated swimming pools, and hot tubs. Summer activities include some of the amenities available during the winter season in addition to golfing, hiking, biking, tennis, sky jumping, and ropes course. • The prestigious AAA Five Diamond Ritz-Carlton Lake Tahoe hotel opened in December 2009 and includes over 170 rooms. • California owned & operated since 1939, Sugar Bowl has long been known as the “Grand Dame” of Tahoe skiing, and for good reason. While steeped in tradition, Sugar Bowl is certainly modern in amenities, boasting 13 chairlifts across four expansive peaks, with 102 trails spanning 1,500 acres of skiable terrain. And with 500” of annual snowfall, Sugar Bowl boasts the most snow in North Lake Tahoe. • Across the street from Lake Tahoe, Homewood Mountain Resort boasts panoramic views of the lake from every run on the mountain, as well as 1,260 acres of the region’s best tree skiing/riding, powder bowls and beginner terrain. • America’s largest cross country resort, Royal Gorge offers XC skiing and skating on 200km of trails over 6,000 acres of pristine land atop majestic Donner Summit.

LUCESCU REALTY /// OFFERING MEMORANDUM 30 /// AUBURN, CA Camping Placer County provides many opportunities for outdoor activities, including hiking, nature photography, and camping. Approximately half of Placer County’s territory belongs to the California State Department of Parks and Recreation and the United States Forest Service which operates over 1,100 tent and RV campsites. Placer County is known for providing many picturesque camping locations with access to numerous recreational activities like fishing, boating, hiking, horseback riding, OHV Trails, and other opportunities to discover and enjoy the County’s beautiful nature. BARKER PASS Source: www .visitplacer .com

Healthcare High-quality, comprehensive medical services are another aspect of the quality of life enjoyed by Placer County residents. Placer County is served by three major acute care hospitals as reported by the Office of Statewide Health Planning and Development.

Kaiser Permanente Roseville Medical Center: A 340-bed medical center located just 16 miles northeast of Sacramento, its recent expansions make it the largest medical center in Placer County. The Hospital houses an expanded Emergency Department and a Women’s & Children’s Center. Kaiser recently opened the doors to an all-new, state-of-the-art Ambulatory Surgery Center in Folsom, and is proud to provide a comprehensive range of outpatient services at its medical offices in Folsom, Lincoln and Rancho Cordova.

Sutter Auburn Faith Hospital: Sutter Auburn Faith Hospital, founded in 1966, is a 72-bed acute care hospital located off Highway 49 in Auburn. The services offered at this facility include cancer care, infusion services, cardiology, diagnostic imaging, neurology, pulmonary services, orthopedics, wound care, hospice and home health services.

Sutter Roseville Medical Center: Sutter Roseville Medical Center, opened in 1997, provides the residents of seven counties, including Placer, with comprehensive community health care. In addition to providing complete inpatient/outpatient medical and surgical services, Sutter Roseville operates a Level II trauma center and a 24-hour emergency department. It also provides critical care services, cancer treatment, cardiology services, neurology, pulmonary services, orthopedics, a Family Birth Center, A Neo Natal Intensive Care Unit, wound care, and a 55-bed acute rehabilitation center.

LUCESCU REALTY /// OFFERING MEMORANDUM 31 /// AUBURN, CA DOWNTOWN AUBURN Source: www .visitplacer .com

CITY OF AUBURN AREA INFORMATION

Overview Auburn is the seat of the Placer County government, has high performing schools and affordable housing for families and seniors. Located at the crossroads of Interstate 80 and Highway 49, Auburn is the most accessible Gold Country town, providing residents and visitors the year-round opportunity to stroll, dine and shop in charming Historic Old Town and Downtown, see Gold Rush history along the streets or at six museums, wine tasting along the award-winning Placer County Wine Trail or visit a wide variety of art galleries. Along Auburn’s eastern border, is the Confluence of the North and Middle Forks of the American River and the 31,000 acre Auburn Recreation Area. Auburn, as the Endurance Capital of the World, provides unsurpassed opportunities to watch or participate in endurance running, bicycling and horse races or to have fun river rafting, camping, hiking, boating, fishing, hunting, OHV trails, golf and so much more.

Auburn is characterized by its rural environment, low-density, high-quality living and small-town atmosphere. Poised on the rim of the American River Canyon and serving as a prominent gateway to the Sierra Nevada mountains, the City of Auburn is undeniably at the crossroads of commerce and recreation in Northern California. With a legacy dating to the Gold Rush era and a civic eye locked on the future, Auburn has a confident sense of place that is being shaped for the new century. Auburn’s access to open spaces, fast-moving rivers and a network of rugged hiking and biking trails make it a haven for outdoor enthusiasts, from weekend novices to endurance athletes.

LUCESCU REALTY /// OFFERING MEMORANDUM 32 /// AUBURN, CA DOWNTOWN AUBURN AUBURN COURTHOUSE Source: www .visitplacer .com

History In the spring of 1848, a group of French gold miners arrived and camped in what would later be known as the Auburn Ravine. This group was on its way to the gold fields in Coloma, California, and it included Francois Gendron, Philibert Courteau, and Claude Chana. The young Chana discovered gold on May 16, 1848. After finding the gold deposits in the soil, the trio decided to stay for more prospecting and mining.

Placer mining (the main technique used in the early years of many gold rushes, including the California Gold Rush) in the Auburn area was very good, with the camp first becoming known as the North Fork Dry Diggings. This name was changed to the Woods Dry Diggings, after John S. Wood settled down, built a cabin, and started to mine in the ravine. The area soon developed into a mining camp, and it was officially named Auburn in August 1849. By 1850, the town’s population had grown to about 1,500 people, and in 1851, Auburn was chosen as the seat of Placer County. Gold mining operations moved up the ravine to the site of present-day Auburn. In 1865, the Central Pacific Railroad, the western leg of the First Transcontinental Railroad, reached Auburn, as it was being built east from Sacramento toward Ogden, Utah.

The restored Old Town has houses and retail buildings from the middle of the 19th century. The oldest fire station and the Post Office date from the Gold Rush years. Casual gold-mining accessories, as well as American Indian and Chinese artifacts, can also be viewed by visitors at the Placer County Museum. Auburn was the home and birthplace of noted science fiction and fantasy poet and writer ClarkAshton Smith. A memorial to him is located near Old Town.

LUCESCU REALTY /// OFFERING MEMORANDUM 33 /// AUBURN, CA OLD TOWN AUBURN Source: www .visitplacer .com

Business Districts Bisected by one of the nation’s busiest cross-country highways - Interstate 80 - Auburn enjoys a rich commercial heritage, with a burgeoning and bustling airport and industrial park at its core. There are four major commercial hubs: Downtown, Old Town, Airport Business Park, and the Highway 49 corridor. The Subject Property is situated in an unincorporated area known as North Auburn. Each district has its own unique charms and features a diverse mix of uses, employment opportunities, amenities, and services. A common thread is that the vast majority of enterprises in Auburn are independently owned, with the exception of grocery stores and hospitality businesses located at I-80 access points.

Old Town Auburn - The Old Town historic district, anchored by the domed 1898 Courthouse, iconic Firehouse and the 1860s-era “Station A” post office, is the real West preserved. Pre-Civil War structures, which survived numerous devastating fires, crowd every street in the enclave, which has morphed into one of the region’s premiere “farm-to-fork” dining destinations. Culinary options span a craft brewery and pub, fine dining, ethnic specialties and superlative breakfast and lunch restaurants. Shoppers can choose from a wide array of genuine antique shops, boutiques, specialty/gift stores, and basic services.

Special events are plentiful, starting with the every-Saturday-morning Foothill Farmer’s Market, featuring PlacerGROWN produce. Spring and fall antique street fairs, an art and wine fair, and Country Christmas evenings fill out the calendar.

Downtown Auburn - Home to numerous historic buildings and more than 400 businesses, Downtown Auburn includes restaurants, a broad range of retailers, numerous banks, insurance companies, professional services, and the meticulously restored 1930s Art Deco State Theatre.

The centerpiece of this commercial district is Central Square, a transformative redevelopment project that features six restaurants with outdoor dining, a fire pit, public art and event/performance spaces serving as a magnet for residents and visitors alike. Located nearby are the Chamber of Commerce, the California Welcome Center and the newly completed Art Park and public restroom facility.

Residents of Auburn appreciate the many opportunities to interact with friends during Downtown events such as Cruise Night, the annual Fourth of July Parade and the Festival of Lights Parade, a Christmas season tradition and family favorite.

LUCESCU REALTY /// OFFERING MEMORANDUM 34 /// AUBURN, CA Highway 49 Corridor - Highway 49 is named after the 49ers of the California Gold Rush. Businesses along the five-mile-long corridor reflect classical linear development of retail, restaurants, and services that help create a regional shopping experience. Over 50,000 commuters daily drive this busy highway.

With explosive box-store construction just over the Auburn line in Placer County, this commercial expanse is one of the fastest-growing in Northern California. The corridor provides daily access to the Auburn Airport; the Dewitt Center, home to many Placer County facilities; a state-of-the-art, award-winning hospital; and new-and used-car dealerships.

Auburn Airport Business Park - With a vibrant and expanding complex for private aviation, the Auburn Airport Business Park is geared to light industrial and manufacturing as well as aeronautical services. It boasts low overhead costs, high-speed Internet and a free-trade zone.

Home to two energy giants―corporate headquarters for billion-dollar Flyers Energy LLC and a major regional service center for PG&E―the airport embraces diverse uses, including craft breweries and a gin distillery. OLD TOWN AUBURN Unincorporated North Auburn - The northern reaches of the city of Auburn are surrounded by an unincorporated area known as “North Auburn,” with land mass about the same size as incorporated Auburn. Growth along Highway 49 above the city has, over the last decade, exploded with construction of numerous box stores, shopping centers and car dealerships. Upscale housing developments with acre-plus lots populate North Auburn, which also includes classic rural properties.

Transportation Highways - Interstate Highway 80 is the main east-west highway through this area, connecting Sacramento to the west and the Lake Tahoe/Reno areas to the east. This town can be reached through several interchanges on Interstate 80, three of which (exits 118, 119 A through C, and 120) are somewhat within the town limits. California Highway 49 is the main north-south highway through this area. Highway 49 connects Auburn with the towns of Grass Valley and Nevada City to its north, and Placerville to the south.

Auburn Municipal Airport - The Auburn Municipal Airport is a general aviation airport located three miles north of downtown. Auburn owns and operates this airport and an industrial site. The airport site covers 285 acres including an 80-acre industrial site. This airport has a single 1,128 meter-long runway.

Rail - Auburn is served by Amtrak passenger rail service a few times a day, and its railroad station is the eastern STATE ROUTE 49, AS SEEN FROM FORESTHILL BRIDGE terminus of AMTRAK’s Californian Capitol Corridor train.

LUCESCU REALTY /// OFFERING MEMORANDUM 35 /// AUBURN, CA Population Education Auburn’s current population, including unincorporated Auburn focuses on providing world-class academic opportunities for the children of this North Auburn, is estimated to be 27,929. 47.5% are male community. While Auburn schools are administered by Placer County Office of Education, and 52.5% are female. By Race, 85.8% are White, 0.9% within the city limits there are three elementary schools (including a charter school) and are Black, 1.2% are American Indian or Alaska Native, Placer High School, which has a long tradition of institutional excellence in the classroom 2.2% are Asian/Native Hawaiian/Other Pacific Islander and in athletics. and 9.9% are Some Other Race or Two or More Races. Total population is anticipated to grow another 3.2% by Recreation Areas 2022. Residents and visitors alike enjoy the bountiful offerings afforded by Auburn’s unique location, history, and climate. A sampling of activities includes hiking, biking, running, wine tasting, disc golf, fishing, gold panning, and horseback riding. Golfers have tough choices when Demographic Snapshot considering a round: The Ridge, Auburn Valley, Black Oak, Dark Horse, and Winchester Auburn (Including North Auburn, CA) Country Club. All these activities are set in the most breathtaking corner of California’s Gold Population Country. Total Population 27,929 Male Population 47.47% Auburn Area Recreation and Park District (ARD) - The ARD offers a variety of recreational Female Population 52.53% and educational activities for all age groups. ARD’s beautiful facilities include Recreation Median Age 46.5 Park, Regional Park, Overlook Park, Railhead Park and Skate Park. Popular area attractions Employees 12,845 include Sierra Pool, the Ashley Memorial Dog Park and dozens of acres of ball fields. These Income parks play host to a number of events and activities such as Party in the Park and the Average HH Income $79,307 Auburn Community Festival. ARD also oversees the city’s Pocket Parks, Bicentennial Park, Per Capita Income $33,478 Herschel Young Park, and Downtown Auburn’s new Art Park. Households Total Households 11,481 Average HH Size 2.43 Race White 85.81% Black 0.90% American Indian 1.15% Asian/Pacific Islander Alone 2.21% Other/Two or More Races 9.93% Ethnicity Hispanic 14.61% Non-Hispanic 85.39%

AUBURN REGIONAL PARK Source: www .visitplacer .com

LUCESCU REALTY /// OFFERING MEMORANDUM 36 /// AUBURN, CA HIDDEN FALLS REGIONAL PARK

Auburn State Recreation Area (Auburn SRA) - Auburn SRA runs along 40 miles of the North and Middle Forks of the American River, adjacent to Auburn on the border of Placer and El Dorado Counties in the heart of historic Gold Country. Once teeming with gold mining activity, the area now offers a wide variety of outdoor recreational opportunities including trail running, hiking, swimming, boating, fishing, camping, mountain biking, gold panning, horseback riding, road bicycling, kayaking, and off-highway motorcycle riding. World renowned whitewater rafting is also very popular on both forks of the river with Class II, III and IV runs. Auburn SRA is also noted for endurance races that are hosted throughout the year.

Hidden Falls Regional Park - The 1,200-acre Hidden Falls Regional Park was purchased by Placer County through the Placer Legacy Open Space and Agricultural Conservation Program for nature conservation and recreation. It offers 30 miles of multiple-use trails, two observation decks providing close-up views of 30-foot waterfalls, picnic areas, and fishing access. Special assets include sweeping views from the to the Sutter Buttes and beyond.

Visitors to Hidden Falls may encounter sheep or goats grazing throughout the park because such livestock is being employed as a vegetation management tool. Results have been LAKE CLEMENTINE TRAIL impressive in maintaining and improving habitat conditions for native plants and animals as Photos Source: www .visitplacer .com well as helping to prevent or minimize the impact of wildfires.

LUCESCU REALTY /// OFFERING MEMORANDUM 37 /// AUBURN, CA TENANT INFORMATION

LUCESCU REALTY /// OFFERING MEMORANDUM 38 /// AUBURN, CA TENANT RENT ROLL Rental Increases Annual Annual Lease Lease Annual Rent Per Increase Rent Per Suite Tenant SQ. FT. Commencement Expiration Rent SQ. FT. Date SQ. FT. Option Terms/Comments 9 Ross Dress for Less 25,500 Sep-1994 Jan-2028 $307,020 $12.04 Feb-2023 $12.25 Four (4), Five (5) Year Options @ $12.75/sf/Yr, $13.25/ sf/Yr, $13.75/sf/Yr & $14.25/sf/Yr. 1 Mountain Mike's Pizza 2,925 Jul-2002 Jun-2026 $40,219 $13.75 Jul-2021 $14.09 One (1), Five (5) Year Option @ $15.95/sf/Yr 1, $16.35/ Jul-2022 $14.45 sf/Yr 2, $16.76/sf/Yr 3, $17.18/sf/Yr 4 & $17.60/sf/Yr 5. Jul-2023 $14.81 Jul-2024 $15.18 Jul-2025 $15.56 2 Happy Cigar & Cigarette 1,375 May-2009 Aug-2019 $28,954 $21.06 One (1), Five (5) Year Option @ FMV. 3 Flaming Burrito Grill 1,200 Feb-2015 May-2020 $27,537 $22.95 May-2019 $23.64 One (1), Five (5) Year Option @ $24.34/sf/Yr 1, $25.08/ sf/Yr 2, $25.83/sf/Yr 3, $26.60/sf/Yr 4 & $27.40/sf/Yr 5. 4 Mood Nails 1,232 Sep-2005 Aug-2023 $33,615 $27.28 Sep-2019 $28.10 No options remaining. Sep-2020 $28.95 Sep-2021 $29.81 Sep-2022 $30.71 5 Great Clips 1,425 Sep-1998 Sep-2023 $41,296 $28.98 Oct-2019 $29.70 No options remaining. Oct-2020 $30.45 Oct-2021 $31.21 Oct-2022 $31.99 6 OE Federal Credit Union 1,375 Mar-2013 Dec-2018 $23,265 $16.92 One (1), Five (5) Year Option @ FMV. 7 Famous Footwear 5,108 Dec-1994 Jan-2025 $81,728 $16.00 Feb-2020 $17.92 One (1), Five (5) Year Option @ $20.07/sf/Yr. 8 AutoZone 6,808 Oct-2018 Sep-2028 $134,640 $19.78 Sep-2023 $21.78 Four (4), Five (5) Year Options @ $23.96/sf/Yr, $26.35/ sf/Yr, $28.99/sf/Yr & $31.89/sf/Yr. Analysis assumes tenant moves in on Analysis Start Date. Total 46,948 Total Leased 46,948 100.00% Total Available - 0.00%

Not a Part C-10 Safeway 58,640 C-11 CACFit 9,000 C-11.5 U.S. Army Career Center 2,001 C-11.5 Sierra Credit Union 2,000 C-12 Pollo Asado 4,000 C-13 Applebee's 3,202 Total (NAP) 78,843

Total (Includes Offered & NAP) 125,791

LUCESCU REALTY /// OFFERING MEMORANDUM 39 /// AUBURN, CA LUCESCU REALTY /// OFFERING MEMORANDUM 40 /// AUBURN, CA COLONIAL VILLAGE

AUBURN VILLAGE

BELL RD

QUARTZ DR

QUARTZ DRIVE SELF STORAGE

FUTURE SHOPPING CENTER

LUCESCU REALTY /// OFFERING MEMORANDUM 41 /// AUBURN, CA TENANT PROFILES

ROSS DRESS FOR LESS WWW.ROSSSTORES.COM Year Ending: 02/03/2018 01/28/2017 % Change Net Sales: $14,134,732,000 $12,866,757,000 9.85% Net Income: $1,362,753,000 $1,117,654,000 21.93% Shareholders’ Equity: $3,049,308,000 $2,748,017,000 10.96%

Ross Stores, Inc. (NASDAQ: ROST) was founded in 1982 and is headquartered in Pleasanton, California. Ross Stores operates two brands of off-price retail apparel and home fashions stores – Ross Dress for Less and dd’s DISCOUNTS. Ross is the largest off-price apparel and home fashion chain in the United States with 1,409 locations in 37 states. The Company also operates 213 dd’s DISCOUNTS stores in 16 states. Ross is ranked at number 237 on the Fortune 500. Ross offers first-quality, in-season, name brand and designer apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 60% off department and specialty store regular prices every day. The stores, which average 28,800 square feet, are located in shopping centers in urban and suburban neighborhoods. Dd’s DISCOUNTS stores feature a more moderately-priced assortment of first-quality, in-season, name brand apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 70% off moderate department and discount store regular prices every day. The average approximate dd’s DISCOUNTS store size is 23,400 square feet. The Company’s expansion strategy is to open additional stores based on market penetration, local demographic characteristics, competition, expected store profitability, and the ability to leverage overhead expenses. Sales for fiscal 2017 increased $1.3 billion due to opening 89 net new stores, a 4% increase in comparable store sales and the impact of a 53rd week.

LUCESCU REALTY /// OFFERING MEMORANDUM 42 /// AUBURN, CA TENANT PROFILES (CONTINUED)

FAMOUS FOOTWEAR WWW.FAMOUSFOOTWEAR.COM Year Ending: 02/03/2018 01/28/2017 % Change Net Sales: $2,785,584,000 $2,579,388,000 7.99% Net Income: $87,200,000 $65,658,000 32.81% Shareholders’ Equity: $717,489,000 $613,117,000 17.02% *Annual reporting represents entire Caleres, Inc . (NYSE: CAL) family of companies .

Famous Footwear was founded in 1960 and is headquartered in St. Louis, Missouri. Famous Footwear is a nationwide chain of retail stores in the United States dealing in branded footwear, generally at prices discounted from manufacturer’s suggested prices. The Company also operates Famous.com and beginning in March 2018, FamousFootwear.ca. Famous Footwear stores feature a wide selection of brand-name, athletic, casual and dress shoes for the entire family. Brands carried include, among others, Nike, Skechers, New Balance, Converse, Adidas, DC, LifeStride, Reebok, Sperry, Asics, Puma, Dr. Scholl’s Shoes, Vans, BOC by Born, Sof Sole, Fergalicious and Bearpaw. Famous Footwear is owned by Caleres, Inc. (NYSE: CAL), which is a global footwear company headquartered in Clayton, Missouri. Famous Footwear stores are located in strip shopping centers as well as outlet and regional malls in all 50 states, Guam and Canada. Famous Footwear is one of America’s leading family-branded footwear retailers with 1,026 stores at the end of 2017 and net sales of $1.6 billion in 2017. The Company expects to open approximately 25 new stores in 2018, while closing some stores to focus on store locations with a greater penetration of high-value consumers.

LUCESCU REALTY /// OFFERING MEMORANDUM 43 /// AUBURN, CA TENANT PROFILES (CONTINUED)

AUTOZONE WWW.AUTOZONE.COM Year Ending: 08/26/2017 08/27/2016 % Change Net Sales: $10,888,676,000 $10,635,676,000 2.38% Net Income: $1,280,869,000 $1,241,007,000 3.21% Shareholders’ Equity: ($1,428,377,000) ($1,787,538,000) 20.09%* *AutoZone’s negative Shareholders’ Equity is a result of its $1B share repurchasing program launched in 1998 .

AutoZone, Inc. (NYSE: AZO) began operations in 1979 and is headquartered in Memphis, Tennessee. The Company is the nation’s leading retailer, and a leading distributor, of automotive replacement parts and accessories in the United States. Each AutoZone store carries an extensive product line for cars, sport utility vehicles, vans and light trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products. Many locations also have a commercial sales program that provides commercial credit and prompt delivery of parts and other products to local, regional and national repair garages, dealers, service stations and public sector accounts. Additionally, AutoZone sells automotive hard parts, maintenance items, accessories and non- automotive products through www.autozone.com, and accessories, performance and replacement parts through www.autoanything. com, and commercial customers can make purchases through www. autozonepro.com and www.imcparts.net. As of February, 2018, AutoZone operated 5,514 AutoZone stores in the United States, including Puerto Rico; 532 in Mexico; 16 in Brazil; and 26 IMC branches.

In the six months ending February 10, 2018, AutoZone opened 59 net new locations. In fiscal 2018, the Company expects to continue investing in new locations, supply chain infrastructure, enhancements to existing locations and investments in technology. Net sales for the twelve weeks ended February 10, 2018 increased $123.8 million to $2.413 billion, or 5.4%, over net sales of $2.289 billion for the comparable prior year period. Total auto parts sales increased by 5.7%, primarily driven by net sales of $43.1 million from new domestic AutoZone stores and an increase in domestic same store sales of 2.2%. Domestic commercial sales increased $24.8 million, or 5.7%, over the comparable prior year period.

LUCESCU REALTY /// OFFERING MEMORANDUM 44 /// AUBURN, CA TENANT PROFILES (CONTINUED)

FLAMING BURRITO GRILL Flaming Burrito Grill, opened in 2015, is a family owned and operated restaurant serving the Auburn community. The Company’s only location is in Crossroads Shopping Center and offers customers a variety of Mexican dishes including burritos, bowls, enchiladas, tacos, nachos and seafood.

GREAT CLIPS WWW.GREATCLIPS.COM Great Clips is a private company founded in 1982 with the idea of offering affordable, quality haircuts for the fast-paced lifestyle. The Bloomington, Minnesota Company has continued to strive for customer convenience with the launch of the industry’s first Online Check- In service, allowing customers to add their name to the wait list of a Great Clips salon before they arrive. With more than 4,000 salons and 35,000 stylists throughout the United States and Canada, Great Clips has grown to become the world’s largest salon brand.

HAPPY CIGAR & CIGARETTE Happy Cigar & Cigarette is a privately owned and operated cigarette and cigar shop founded in 2010. The Company’s only location is in Crossroads Shopping Center.

MOOD NAILS WWW.MOODNAILSAUBURN.COM Mood Nails, founded in 2005, is a privately owned and operated nail studio offering professional nail service to patrons. The Company offers nail services including acrylic, UV gel, manicure, pedicure and air brushing, as well as waxing services. Mood Nail’s only location is in Crossroads Shopping Center.

MOUNTAIN MIKE’S PIZZA WWW.MOUNTAINMIKESPIZZA.COM The first Mountain Mike’s Pizza restaurant was established in 1978 in Palo Alto, California. What started as a single pizza restaurant with a casual, family-oriented atmosphere, Mountain Mike’s Pizza has grown into a leading pizza brand with more than 190 restaurants in California, Oregon, Nevada and Utah. The Company’s restaurants are designed to accommodate those seeking a family-oriented casual dining environment along with delivery and carryout. Since the beginning, the idea has been simple - provide high quality and custom made food using only the freshest and finest ingredients available. Mountain Mike’s does not compromise on quality or value, and still makes the best pizza in the West! The Company is currently seeking additional franchisees.

OE FEDERAL CREDIT UNION WWW.OEFCU.ORG Operating Engineers (OE) Federal Credit Union, founded in 1964, is headquartered in Livermore, California. Built on a foundation of union pride, OE Federal is the country’s largest labor-based credit union, with more than 75,000 members nationwide across six states and 125 union groups. The Company was founded by union workers and, to this day, remains 100% union. Originally formed to provide members a financial institution that understood the challenges of the construction trades’ long hours and seasonal work, OE Federal prides itself on offering affordable financial products, outstanding personal service and a lifelong partnership with people who care. Members have access to 5,000 shared branches across the country and more surcharge-free ATMs nationwide than most banks with the CO-OP and Allpoint ATM Networks.

LUCESCU REALTY /// OFFERING MEMORANDUM 45 /// AUBURN, CA LUCESCU REALTY /// OFFERING MEMORANDUM 46 /// AUBURN, CA LUCESCU REALTY /// OFFERING MEMORANDUM 47 /// AUBURN, CA FINANCIAL ANALYSIS

ASSUMPTIONS AND METHODOLOGY OF PROSPECTIVE CASH FLOW

Analysis Period: October 1, 2018 – September 30, 2029.

Base Rental Revenue: Year 1 Pro Forma assumes the following; i) Revenue for October 1, 2018 - September 30, 2019; ii) scheduled rent increases between October 1, 2018 and September 30, 2019; iii) Year 1 expirations (Happy Cigar & Cigarette and OE Federal Credit Union) extended until September 30, 2019.

Absorption and Turnover Vacancy: Included as a part of overall General Vacancy figure. Time period required to re-lease a vacancy pursuant to Market Leasing Assumptions.

Market Leasing Assumptions: Assumptions for each tenant’s expiration of its primary lease term.

Option Actual Renewal Renewal Current Market Renewal Renewal Tenant Leasing Lease Term Tenant Probability Rent Rent Rent Rent Downtime Improvements Commissions Escalations (Years) Ross Dress for Less 100% $12.04 $12.00 $9.67 $9.67 12 Months $20.00 4.0% No 5

Mountain Mike's Pizza 67% $13.75 $21.00 $12.68 $12.68 6 Months $15.00 6.0% Annual CPI 5

Happy Cigar & Cigarette 67% $20.25 $25.00 FMV $25.00 6 Months $15.00 6.0% Annual CPI 5

Flaming Burrito Grill 67% $22.95 $25.00 $23.17 $23.17 6 Months $15.00 6.0% Annual CPI 5

Mood Nails 67% $26.49 $25.00 N/A $28.00 6 Months $15.00 6.0% Annual CPI 5

Great Clips 67% $28.27 $25.00 N/A $28.00 6 Months $15.00 6.0% Annual CPI 5

OE Federal Credit Union 67% $16.92 $25.00 FMV $25.00 6 Months $15.00 6.0% Annual CPI 5

Famous Footwear 67% $16.00 $18.00 $16.64 $16.64 6 Months $15.00 6.0% Annual CPI 5

AutoZone 100% $19.78 $20.00 $17.83 $17.83 6 Months $15.00 5.0% No 5

Market Rent: Growth Rate of Market Rent Inflation is assumed to equal 3.0% forYears 1 – 10.

Market Rent Annual Increases: Rental Increases throughout market lease term assumed to equal 3.0% for Years 1 – 10.

LUCESCU REALTY /// OFFERING MEMORANDUM 48 /// AUBURN, CA ASSUMPTIONS AND METHODOLOGY OF PROSPECTIVE CASH FLOW

Total Reimbursement Revenue: All tenants pay their pro rata share of Property Taxes, Insurance and Common Area Maintenance Expenses. Tenants reimburse for Administrative Fees per the following schedule:

REIMBURSEMENT SCHEDULE

Tenant Administrative Fee Exclusions

Ross Dress for Less 10.0% Taxes, Insurance

Mountain Mike's Pizza 15.0% Taxes

Happy Cigar & Cigarette 10.0% Taxes, Insurance

General Vacancy: 5.0% of Total Potential Gross Revenue for Years 1 – 11 from all tenants, excluding Safeway (NAP), Ross Dress for Less, CACFit (NAP), AutoZone, U.S. Army Career Center (NAP), Sierra Credit Union (NAP), Pollo Asado (NAP) and Applebee’s (NAP).

Total Operating Expenses: Property Taxes have not been reassessed based upon a sale price. Insurance and CAM expenses are 2017 actual amounts. Management is assumed to equal 3.0% of Effective Gross Revenue per annum and Reserves are assumed to equal $0.10 per square foot per annum. All Reimbursable Expenses are assumed to increase 2.0% per annum for Years 1 - 10.

Total Debt Service: Existing $6,100,000 Loan to be assumed at 4.557% Interest (Principal Balance of $5,793,935 as of October 1, 2018); 30 Year Amortization thereafter; 10 year term, matures October 1, 2025. Analysis assumes a Refinance of the Existing Loan amount and terms at Maturity Date.

Total Leasing and Capital Costs: Costs associated with re-leasing a vacancy pursuant to Market Leasing Assumptions. Tenant Improvements of $15.00 – $20.00 per square foot, and Leasing Commissions of 4.0% – 6.0% of minimum base rent.

LUCESCU REALTY /// OFFERING MEMORANDUM 49 /// AUBURN, CA SCHEDULE OF PROSPECTIVE CASH FLOW In Inflated Dollars for the Fiscal Year Beginning 10/01/2018 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 For the Years Ending Sep-2019 Sep-2020 Sep-2021 Sep-2022 Sep-2023 Sep-2024 Sep-2025 Sep-2026 Sep-2027 Sep-2028 Sep-2029 POTENTIAL GROSS REVENUE Base Rental Revenue $718,863 $740,312 $743,356 $746,511 $756,602 $769,365 $795,632 $813,264 $820,748 $829,248 $859,894 Absorption & Turnover Vacancy 0 (16,699) 0 0 (3,121) (10,652) (36,730) (9,249) 0 0 (16,074) Scheduled Base Rental Revenue $718,863 $723,613 $743,356 $746,511 $753,481 $758,713 $758,902 $804,015 $820,748 $829,248 $843,820 CPI & Other Adjustment Revenue 0 0 1,917 4,981 8,135 11,385 6,731 7,943 17,459 28,785 28,895 EXPENSE REIMBURSEMENT REVENUE Real Estate Taxes 84,138 84,144 87,537 89,288 90,798 91,957 90,506 95,250 98,581 100,553 101,216 Insurance 13,972 13,816 14,539 14,828 15,054 15,194 14,660 15,706 16,372 16,697 16,698 Common Area Maintenance 175,182 176,582 182,260 185,906 189,290 192,225 193,543 199,567 205,255 209,362 211,863 Management Fee 4,214 4,032 4,370 4,420 4,429 4,514 4,312 4,450 4,909 5,020 5,006 TOTAL REIMBURSEMENT REVENUE $277,506 $278,574 $288,706 $294,442 $299,571 $303,890 $303,021 $314,973 $325,117 $331,632 $334,783 Misc. Income 1,500 1,545 1,591 1,639 1,688 1,739 1,791 1,845 1,900 1,957 2,016 TOTAL POTENTIAL GROSS REVENUE $997,869 $1,003,732 $1,035,570 $1,047,573 $1,062,875 $1,075,727 $1,070,445 $1,128,776 $1,165,224 $1,191,622 $1,209,514 General Vacancy (18,273) (2,511) (19,773) (20,175) (17,426) (10,113) 0 (13,673) (24,063) (24,735) (9,177) EFFECTIVE GROSS REVENUE $979,596 $1,001,221 $1,015,797 $1,027,398 $1,045,449 $1,065,614 $1,070,445 $1,115,103 $1,141,161 $1,166,887 $1,200,337 OPERATING EXPENSES Real Estate Taxes 84,138 85,820 87,537 89,288 91,074 92,895 94,752 96,649 98,581 100,553 102,564 Insurance 14,820 15,116 15,419 15,727 16,042 16,362 16,690 17,024 17,364 17,712 18,066 Common Area Maintenance 158,589 161,762 164,996 168,296 171,662 175,096 178,597 182,168 185,812 189,529 193,318 Management Fee 29,387 30,037 30,474 30,822 31,363 31,968 32,113 33,453 34,235 35,007 36,010 TOTAL OPERATING EXPENSES $286,934 $292,735 $298,426 $304,133 $310,141 $316,321 $322,152 $329,294 $335,992 $342,801 $349,958 NET OPERATING INCOME $692,662 $708,486 $717,371 $723,265 $735,308 $749,293 $748,293 $785,809 $805,169 $824,086 $850,379 DEBT SERVICE Interest Payments 261,717 256,521 251,083 245,392 239,436 233,204 226,681 219,854 212,710 205,234 0 Principal Payments 111,660 116,856 122,294 127,985 133,941 140,173 146,696 153,522 160,666 168,143 0 TOTAL DEBT SERVICE $373,377 $373,377 $373,377 $373,377 $373,377 $373,377 $373,377 $373,376 $373,376 $373,377 $0 LEASING & CAPITAL COSTS Tenant Improvements 0 20,138 0 0 0 15,247 46,445 25,112 0 0 17,676 Leasing Commissions 0 9,919 0 0 0 8,236 18,447 8,968 0 0 9,548 Capital Reserves 4,695 4,695 4,695 4,695 4,695 4,695 4,695 4,695 4,695 4,695 4,695 TOTAL LEASING & CAPITAL COSTS $4,695 $34,752 $4,695 $4,695 $4,695 $28,178 $69,587 $38,775 $4,695 $4,695 $31,919 CASH FLOW AFTER DEBT SERVICE $314,590 $300,357 $339,299 $345,193 $357,236 $347,738 $305,329 $373,658 $427,098 $446,014 $818,460 All financial projections are provided for general reference purposes only. These projections have been based on various assumptions relating to the general economy, competition, and other factors beyond LUCESCU REALTY's reasonable control, and, therefore, are subject to material variation.

LUCESCU REALTY /// OFFERING MEMORANDUM 50 /// AUBURN, CA SCHEDULE OF EXPENSE REIMBURSEMENT REVENUE Fiscal Year Reimbursable Operating Expenses Adjusted for Actual Occupancy Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 For the Years Ending Sep-2019 Sep-2020 Sep-2021 Sep-2022 Sep-2023 Sep-2024 Sep-2025 Sep-2026 Sep-2027 Sep-2028 Sep-2029

REIMBURSABLE EXPENSES

Real Estate Taxes $84,138 $85,820 $87,537 $89,288 $91,074 $92,895 $94,752 $96,649 $98,581 $100,553 $102,564

Insurance 14,820 15,116 15,419 15,727 16,042 16,362 16,690 17,024 17,364 17,712 18,066

Common Area Maintenance 158,589 161,762 164,996 168,296 171,662 175,096 178,597 182,168 185,812 189,529 193,318

Management Fee 29,387 30,036 30,473 30,821 31,363 31,968 32,113 33,453 34,234 35,006 36,010

TOTAL REIMBURSABLE EXPENSES $286,934 $292,734 $298,425 $304,132 $310,141 $316,321 $322,152 $329,294 $335,991 $342,800 $349,958

EXPENSE REIMBURSEMENTS

Real Estate Taxes $84,138 $84,144 $87,537 $89,288 $90,798 $91,957 $90,506 $95,250 $98,581 $100,553 $101,216

Insurance 13,972 13,816 14,539 14,828 15,054 15,194 14,660 15,706 16,372 16,697 16,698

Common Area Maintenance 175,182 176,582 182,260 185,906 189,290 192,225 193,543 199,567 205,255 209,362 211,863

Management Fee 4,214 4,032 4,370 4,420 4,429 4,514 4,312 4,450 4,909 5,020 5,006

TOTAL EXPENSE REIMBURSEMENT $277,506 $278,574 $288,706 $294,442 $299,571 $303,890 $303,021 $314,973 $325,117 $331,632 $334,783

Expense Reimbursement Percentage Total Expenses Tenant Contributions

110% 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR 11

All financial projections are provided for general reference purposes only. These projections have been based on various assumptions relating to the general economy, competition, and other factors beyond LUCESCU REALTY's reasonable control, and, therefore, are subject to material variation.

LUCESCU REALTY /// OFFERING MEMORANDUM 51 /// AUBURN, CA INDIVIDUAL LOAN & DEBT SERVICE SUMMARY

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 For the Years Ending Sep-2019 Sep-2020 Sep-2021 Sep-2022 Sep-2023 Sep-2024 Sep-2025 Sep-2026 Sep-2027 Sep-2028 MINIMUM DEBT SERVICE Interest Payments $261,717 $256,521 $251,083 $245,392 $239,436 $233,204 $226,681 $219,854 $212,710 $205,234 Principal Payments 111,660 116,856 122,294 127,985 133,941 140,173 146,696 153,522 160,666 168,143 Total Minimum Debt Service $373,377 $373,377 $373,377 $373,377 $373,377 $373,377 $373,377 $373,376 $373,376 $373,377 REDUCTIONS & RETIREMENT Principal Balloon or Call 0 0 0 0 0 0 0 0 0 4,411,998 Total Reductions & Retirement $0 $0 $0 $0 $0 $0 $0 $0 $0 $4,411,998 Total Cash Flow Paid To Lender $373,377 $373,377 $373,377 $373,377 $373,377 $373,377 $373,377 $373,376 $373,376 $4,785,375 PRINCIPAL BALANCE SUMMARY Beginning Principal Balance $5,793,935 $5,682,276 $5,565,420 $5,443,126 $5,315,141 $5,181,199 $5,041,027 $4,894,330 $4,740,808 $4,580,141 Periodic Principal Reductions (111,660) (116,856) (122,294) (127,985) (133,941) (140,173) (146,696) (153,522) (160,666) (168,143) Principal Balloon Payments 0 0 0 0 0 0 0 0 0 (4,411,998) Ending Principal Balance $5,682,275 $5,565,420 $5,443,126 $5,315,141 $5,181,200 $5,041,026 $4,894,331 $4,740,808 $4,580,142 $0 INTEREST RATES Interest Rate on Principal 4.56% 4.56% 4.56% 4.56% 4.56% 4.56% 4.56% 4.56% 4.56% 4.56% CASH FLOW COVERAGE RATIOS Cash to Total Interest Charged 264.66% 276.19% 285.71% 294.74% 307.10% 321.30% 330.11% 357.42% 378.53% 401.53% Cash to Minimum Debt Service 185.51% 189.75% 192.13% 193.71% 196.93% 200.68% 200.41% 210.46% 215.65% 220.71% LOAN TO VALUE RATIOS Loan to Purchase Price 52.13% 51.12% 50.07% 48.97% 47.82% 46.61% 45.35% 44.03% 42.65% 41.21% Loan to Capitalized Value 54.12% 51.89% 50.19% 48.69% 46.77% 44.74% 43.59% 40.30% 38.09% 35.96% Loan to Lowest Present Value 56.61% 55.52% 54.38% 53.18% 51.93% 50.62% 49.25% 47.82% 46.32% 44.75% Loan to Highest Present Value 48.93% 47.98% 47.00% 45.97% 44.88% 43.75% 42.57% 41.33% 40.03% 38.68% LENDERS YIELDS (IRR) 4.56%

LUCESCU REALTY /// OFFERING MEMORANDUM 52 /// AUBURN, CA SCHEDULE OF SOURCES AND USES OF CAPITAL Equity is Based on Property Value, Leverage and Operating Requirements Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 For the Years Ending Sep-2019 Sep-2020 Sep-2021 Sep-2022 Sep-2023 Sep-2024 Sep-2025 Sep-2026 Sep-2027 Sep-2028 SOURCES OF CAPITAL Net Operating Gains $692,661 $708,486 $717,371 $723,265 $735,308 $749,293 $748,293 $785,809 $805,169 $824,086 Debt Funding Proceeds 5,793,935 0 0 0 0 0 0 0 0 0 Initial Equity Contribution 5,321,400 0 0 0 0 0 0 0 0 0 Net Proceeds from Sale 0 0 0 0 0 0 0 0 0 13,143,738 TOTAL SOURCES OF CAPITAL $11,807,996 $708,486 $717,371 $723,265 $735,308 $749,293 $748,293 $785,809 $805,169 $13,967,824 USES OF CAPITAL Property Purchase Price $11,115,335 Total Debt Service 373,377 373,377 373,377 373,377 373,377 373,377 373,377 373,376 373,376 373,377 Tenant Improvements 0 20,138 0 0 0 15,247 46,445 25,112 0 0 Leasing Commissions 0 9,919 0 0 0 8,236 18,447 8,968 0 0 Capital Costs & Reserves 4,695 4,695 4,695 4,695 4,695 4,695 4,695 4,695 4,695 4,695 Retirement & Penalties 0 0 0 0 0 0 0 0 0 4,411,998 DEFINED USES OF CAPITAL $11,493,407 $408,129 $378,072 $378,072 $378,072 $401,555 $442,964 $412,151 $378,071 $4,790,070 CASH FLOW DISTRIBUTIONS $314,589 $300,357 $339,299 $345,193 $357,236 $347,738 $305,329 $373,658 $427,098 $9,177,754 TOTAL USES OF CAPITAL $11,807,996 $708,486 $717,371 $723,265 $735,308 $749,293 $748,293 $785,809 $805,169 $13,967,824 UNLEVERAGED CASH ON CASH RETURN Cash to Purchase Price 6.19% 6.06% 6.41% 6.46% 6.57% 6.49% 6.11% 6.72% 7.20% 7.37% NOI to Book Value 6.23% 6.35% 6.43% 6.48% 6.58% 6.69% 6.64% 6.95% 7.12% 7.28% Cash to Purchase Price & Costs 6.19% 6.06% 6.41% 6.46% 6.57% 6.49% 6.11% 6.72% 7.20% 7.37% LEVERAGED CASH ON CASH RETURN Cash to Initial Equity 5.91% 5.64% 6.38% 6.49% 6.71% 6.53% 5.74% 7.02% 8.03% 8.38% UNLEVERAGED ANNUAL IRR 7.76% LEVERAGED ANNUAL IRR 10.44%

All financial projections are provided for general reference purposes only. These projections have been based on various assumptions relating to the general economy, competition, and other factors beyond LUCESCU REALTY's reasonable control, and, therefore, are subject to material variation.

LUCESCU REALTY /// OFFERING MEMORANDUM 53 /// AUBURN, CA PROSPECTIVE PRESENT VALUE (UNLEVERAGED) Cash Flow Before Debt Service Plus Property Resale Discounted Annually (Endpoint on Cash Flow & Resale) over a 10-Year Period

P.V. of P.V. of P.V. of P.V. of P.V. of P.V. of P.V. of P.V. of P.V. of Analysis For The Annual Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Period Year Ending Cash Flow @ 8.00% @ 8.25% @ 8.50% @ 8.75% @ 9.00% @ 9.25% @ 9.50% @ 9.75% @ 10.00% Year 1 Sep - 2019 $687,966 $637,006 $635,534 $634,070 $632,612 $631,161 $629,717 $628,279 $626,848 $625,424

Year 2 Sep - 2020 673,734 577,618 574,954 572,307 569,679 567,069 564,476 561,902 559,345 556,805

Year 3 Sep - 2021 712,676 565,745 561,834 557,960 554,121 550,317 546,548 542,812 539,111 535,444

Year 4 Sep - 2022 718,570 528,170 523,308 518,501 513,750 509,053 504,409 499,819 495,280 490,793

Year 5 Sep - 2023 730,613 497,243 491,528 485,891 480,331 474,848 469,440 464,106 458,844 453,653

Year 6 Sep - 2024 721,115 454,425 448,164 442,004 435,943 429,977 424,108 418,331 412,646 407,050

Year 7 Sep - 2025 678,706 396,019 389,661 383,419 377,291 371,276 365,369 359,569 353,875 348,284

Year 8 Sep - 2026 747,034 403,599 396,202 388,958 381,862 374,911 368,102 361,433 354,898 348,497

Year 9 Sep - 2027 800,474 400,436 392,190 384,131 376,256 368,560 361,039 353,688 346,503 339,479

Year 10 Sep - 2028 819,391 379,537 370,861 362,405 354,159 346,120 338,280 330,636 323,181 315,911

Total Cash Flow $7,290,279 $4,839,798 $4,784,236 $4,729,646 $4,676,004 $4,623,292 $4,571,488 $4,520,575 $4,470,531 $4,421,340

Property Resale @ 6.47% Cap $13,143,738 $7,002,011 $6,839,747 $6,681,610 $6,527,485 $6,377,262 $6,230,833 $6,088,094 $5,948,943 $5,813,284

Total Property Present Value $11,841,809 $11,623,983 $11,411,256 $11,203,489 $11,000,554 $10,802,321 $10,608,669 $10,419,474 $10,234,624

ROUNDED TO THOUSANDS $11,842,000 $11,624,000 $11,411,000 $11,203,000 $11,001,000 $10,802,000 $10,609,000 $10,419,000 $10,235,000

Per Sq Ft $252.23 $247.59 $243.06 $238.64 $234.31 $230.09 $225.97 $221.94 $218.00

PERCENTAGE VALUE DISTRIBUTION

Assured Income 30.62% 30.89% 31.17% 31.45% 31.73% 32.02% 32.30% 32.58% 32.87%

Prospective Income 10.25% 10.27% 10.28% 10.29% 10.30% 10.30% 10.31% 10.33% 10.33%

Prospective Property Resale 59.13% 58.84% 58.55% 58.26% 57.97% 57.68% 57.39% 57.09% 56.80%

100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

All financial projections are provided for general reference purposes only. These projections have been based on various assumptions relating to the general economy, competition, and other factors beyond LUCESCU REALTY's reasonable control, and, therefore, are subject to material variation.

LUCESCU REALTY /// OFFERING MEMORANDUM 54 /// AUBURN, CA PROSPECTIVE PRESENT VALUE (LEVERAGED) Cash Flow After Debt Service Plus Property Resale Discounted Annually (Endpoint on Cash Flow & Resale) over a 10-Year Period

P.V. of P.V. of P.V. of P.V. of P.V. of P.V. of P.V. of P.V. of P.V. of Analysis For The Annual Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Period Year Ending Cash Flow @ 10.00% @ 10.25% @ 10.50% @ 10.75% @ 11.00% @ 11.25% @ 11.50% @ 11.75% @ 12.00% Year 1 Sep - 2019 $314,589 $285,990 $285,341 $284,696 $284,053 $283,414 $282,777 $282,143 $281,511 $280,883

Year 2 Sep - 2020 300,357 248,229 247,105 245,988 244,879 243,776 242,682 241,595 240,516 239,443

Year 3 Sep - 2021 339,299 254,920 253,190 251,475 249,776 248,092 246,423 244,770 243,131 241,506

Year 4 Sep - 2022 345,193 235,772 233,640 231,533 229,449 227,390 225,353 223,337 221,346 219,377

Year 5 Sep - 2023 357,236 221,815 219,312 216,842 214,406 212,002 209,631 207,292 204,982 202,705

Year 6 Sep - 2024 347,738 196,289 193,634 191,020 188,447 185,915 183,422 180,968 178,553 176,175

Year 7 Sep - 2025 305,329 156,682 154,212 151,786 149,404 147,064 144,766 142,510 140,293 138,115

Year 8 Sep - 2026 373,658 174,315 171,177 168,103 165,092 162,140 159,248 156,414 153,637 150,914

Year 9 Sep - 2027 427,098 181,131 177,468 173,887 170,386 166,964 163,617 160,344 157,144 154,016

Year 10 Sep - 2028 446,014 171,957 168,098 164,334 160,661 157,079 153,585 150,176 146,850 143,605

Total Cash Flow $3,556,511 $2,127,100 $2,103,177 $2,079,664 $2,056,553 $2,033,836 $2,011,504 $1,989,549 $1,967,963 $1,946,739

Property Resale @ 6.47% Cap $8,731,740 $4,651,625 $4,543,829 $4,438,774 $4,336,385 $4,236,587 $4,139,311 $4,044,485 $3,952,044 $3,861,921

Value of Equity Interest $6,778,725 $6,647,006 $6,518,438 $6,392,938 $6,270,423 $6,150,815 $6,034,034 $5,920,007 $5,808,660

ROUNDED TO THOUSANDS $6,779,000 $6,647,000 $6,518,000 $6,393,000 $6,270,000 $6,151,000 $6,034,000 $5,920,000 $5,809,000

Per SF $144.39 $141.58 $138.84 $136.17 $133.56 $131.01 $128.53 $126.10 $123.73

Value of Equity Interest $6,778,725 $6,647,006 $6,518,438 $6,392,938 $6,270,423 $6,150,815 $6,034,034 $5,920,007 $5,808,660

Debt Balance as of Oct-2018 $5,793,935 $5,793,935 $5,793,935 $5,793,935 $5,793,935 $5,793,935 $5,793,935 $5,793,935 $5,793,935 $5,793,935

Total Leveraged Present Value $12,572,660 $12,440,941 $12,312,373 $12,186,873 $12,064,358 $11,944,750 $11,827,969 $11,713,942 $11,602,595

ROUNDED TO THOUSANDS $12,573,000 $12,441,000 $12,312,000 $12,187,000 $12,064,000 $11,945,000 $11,828,000 $11,714,000 $11,603,000

Per SF $267.80 $264.99 $262.26 $259.58 $256.97 $254.43 $251.94 $249.51 $247.14

All financial projections are provided for general reference purposes only. These projections have been based on various assumptions relating to the general economy, competition, and other factors beyond LUCESCU REALTY's reasonable control, and, therefore, are subject to material variation.

LUCESCU REALTY /// OFFERING MEMORANDUM 55 /// AUBURN, CA LUCESCU REALTY /// OFFERING MEMORANDUM 56 /// AUBURN, CA LUCESCU REALTY /// OFFERING MEMORANDUM 57 /// AUBURN, CA APPENDIX

AVERAGE HOUSEHOLD INCOME MAP POPULATION DENSITY MAP

CROSSROADS CROSSROADS SHOPPING CENTER SHOPPING CENTER 1 Mile 1 Mile

3 Miles 3 Miles

5 Miles 5 Miles

Copyright 2006-2014 TomTom. All rights reserved. This material is proprietary and the subject of copyright protection, database right protection and other Copyright 2006-2014 TomTom. All rights reserved. This material is proprietary and the subject of copyright protection, database right protection and other intellectual property rights owned by TomTom or its suppliers. The use of this material is subject to the terms of a license agreement. Any unauthorized copying intellectual property rights owned by TomTom or its suppliers. The use of this material is subject to the terms of a license agreement. Any unauthorized copying or disclosure of this material will lead to criminal and civil liabilities. or disclosure of this material will lead to criminal and civil liabilities. AVERAGE HOUSEHOLD INCOME POPULATION DENSITY Block Groups - High (Above 137,500) Block Groups - High (Above 3,650)

Block Groups - Above Average (105,000 to 137,500) Block Groups - Above Average (940 to 3,650)

Block Groups - Average (81,000 to 105,000) Block Groups - Average (245 to 940)

Block Groups - Below Average (62,000 to 81,000) Block Groups - Below Average (64 to 245)

Block Groups - Low (Below 62,000) Block Groups - Low (Below 64)

LUCESCU REALTY /// OFFERING MEMORANDUM 58 /// AUBURN, CA DEMOGRAPHICS

1 Mile 3 Miles 5 Miles 2010 Total Population 5,923 25,310 39,372 2017 Total Population 6,304 27,000 41,927 2022 Total Population 6,543 28,033 43,397 2017 - 2022 Projected Annual Change Rate 0.76% 0.77% 0.70%

2010 Households 2,035 10,163 15,923 2010 Average Household Size 2.42 0.15 0.14 2017 Households 2,155 10,840 16,961 2017 Average Household Size 2.42 2.37 2.38 2022 Households 2,261 11,408 17,754 2022 Average Household Size 2.40 2.35 2.37 2017 - 2022 Projected Annual Change Rate -0.96% -0.74% -0.59%

2010 Housing Units 2,238 10,979 17,155 Owner Occupied Housing Units 51.3% 59.4% 62.1% Renter Occupied Housing Units 39.7% 33.1% 30.7% Vacant Housing Units 9.1% 7.4% 7.2% 2017 Housing Units 2,280 11,270 17,583 Owner Occupied Housing Units 50.9% 59.3% 62.3% Renter Occupied Housing Units 43.6% 36.9% 34.2% Vacant Housing Units 5.5% 3.8% 3.5% 2022 Housing Units 2,396 11,869 18,409 Owner Occupied Housing Units 50.9% 58.9% 62.2% Renter Occupied Housing Units 43.5% 37.2% 34.2% Vacant Housing Units 5.6% 3.9% 3.6%

Average Household Income 2010 $62,551 $75,418 $79,129 2017 $67,936 $81,766 $85,981 2022 $78,309 $93,061 $97,905

Per Capita Income 2010 $22,442 $31,233 $32,736 2017 $24,143 $33,745 $35,491 2022 $27,951 $38,758 $40,740

Median Age 2010 40.1 45.9 46.6 2017 41.9 48.3 49.2 2022 42.3 48.9 50.1

2017 Households by Income Income $ 0 - $9,999 4.3% 5.2% 5.2% Income $ 10,000 - $14,999 7.9% 6.6% 5.4% Income $ 15,000 - $24,999 15.5% 10.8% 9.9% Income $ 25,000 - $34,999 14.0% 9.6% 9.0% Income $ 35,000 - $49,999 16.7% 13.7% 12.7% Income $ 50,000 - $74,999 13.4% 15.5% 16.3% Income $ 75,000 - $99,999 7.8% 12.2% 12.6% Income $100,000 - $124,999 6.4% 9.8% 10.1% Income $125,000 - $149,999 5.7% 5.8% 6.4% Income $150,000 + 8.5% 10.9% 12.4% $67,936 $81,766 $85,981

LUCESCU REALTY /// OFFERING MEMORANDUM 59 /// AUBURN, CA DEMOGRAPHICS (CONTINUED)

1 Mile 3 Miles 5 Miles 2022 Households by Income Income $ 0 - $9,999 3.5% 4.1% 4.1% Income $ 10,000 - $14,999 6.9% 5.9% 5.0% Income $ 15,000 - $24,999 14.6% 10.3% 9.2% Income $ 25,000 - $34,999 13.0% 8.8% 8.3% Income $ 35,000 - $49,999 15.8% 12.8% 11.8% Income $ 50,000 - $74,999 12.6% 13.7% 14.2% Income $ 75,000 - $99,999 7.6% 11.3% 11.6% Income $100,000 - $124,999 8.0% 11.8% 12.2% Income $125,000 - $149,999 6.8% 7.4% 8.1% Income $150,000 + 11.3% 13.8% 15.6% Average Household Income $78,309 $93,061 $97,905

2010 Households by Income Income $ 0 - $9,999 4.1% 5.3% 5.3% Income $ 10,000 - $14,999 6.7% 5.7% 4.7% Income $ 15,000 - $24,999 15.8% 11.5% 10.5% Income $ 25,000 - $34,999 17.0% 11.9% 11.3% Income $ 35,000 - $49,999 18.4% 15.9% 14.9% Income $ 50,000 - $74,999 13.9% 16.4% 17.2% Income $ 75,000 - $99,999 7.7% 11.9% 12.5% Income $100,000 - $124,999 5.5% 8.6% 8.9% Income $125,000 - $149,999 5.0% 4.7% 5.3% Income $150,000 + 5.9% 8.3% 9.4% Average Household Income $62,551 $75,418 $79,129

2017 Population by Age Total 6,304 27,000 41,927 Age 0 - 4 5.8% 4.5% 4.3% Age 5 - 14 11.4% 9.9% 9.8% Age 15 - 19 5.9% 5.8% 5.9% Age 20 - 24 6.4% 5.7% 5.5% Age 25 - 34 13.0% 10.7% 9.9% Age 35 - 44 10.7% 9.7% 9.6% Age 45 - 54 11.9% 13.4% 14.0% Age 55 - 64 11.6% 15.4% 16.5% Age 65 - 74 9.8% 12.4% 13.1% Age 75 - 84 7.8% 7.4% 7.1% Age 85 + 5.8% 5.2% 4.4%

Males (%) 47.72 47.84 48.22 Females (%) 52.28 52.16 51.78

2017 Population by Race/Ethnicity Total 6,304 27,000 41,927 White Alone 78.9% 86.9% 88.1% Black Alone 1.0% 0.9% 0.8% American Indian, Eskimo, Aleut 1.5% 1.2% 1.1% Asian or Hawaiian/Pacific Islander Alone 2.7% 2.1% 2.0% Some Other Race Alone 11.6% 5.2% 4.2% Two or More Races 4.3% 3.7% 3.8% Hispanic Origin 23.6% 14.2% 12.5% Not of Hispanic Ethnicity 76.4% 85.8% 87.5%

LUCESCU REALTY /// OFFERING MEMORANDUM 60 /// AUBURN, CA DEMOGRAPHICS (CONTINUED) 1 Mile 3 Miles 5 Miles 2017 Population 25+ by Educational Attainment Total 4,449 20,014 31,258 Grade K - 8 2.2% 1.5% 1.3% Grade 9 - 12 9.7% 7.1% 6.1% High School Graduate 32.5% 29.1% 26.7% Associates Degree 8.6% 9.1% 9.6% Bachelor's Degree 13.5% 15.8% 17.0% Graduate Degree 5.9% 8.8% 10.2% Some College, No Degree 26.9% 27.6% 28.0% No Schooling Completed 0.7% 1.0% 1.0%

2017 Population 15+ by Marital Status Total 5,224 23,106 36,025 Divorced 18.8% 15.0% 14.5% Never Married 25.7% 24.9% 25.0% Now Married 43.3% 48.6% 50.1% Separated 2.6% 2.6% 2.2% Widowed 9.6% 9.0% 8.2%

2017 Civilian Population 16+ in Labor Force Total 2,594 11,963 19,148 White Collar 60.0% 64.1% 65.9% Blue Collar 40.0% 35.9% 34.1%

2022 Civilian Population 16+ in Labor Force Total 2,617 12,116 19,385 White Collar 59.8% 63.9% 65.7% Blue Collar 40.2% 36.1% 34.3%

2010 Civilian Population 16+ in Labor Force Total 2,063 9,603 15,497 White Collar 62.4% 65.9% 67.5% Blue Collar 37.6% 34.1% 32.5%

2017 Employees and Establishments Employees 4,918 13,897 20,664 Establishments 424 1,381 2,499

2017 Households by Vehicles Available Total 3,759 22,164 35,871 None 9.7% 7.7% 6.6% 1 43.6% 31.9% 29.1% 2+ 46.7% 60.3% 64.3% Average Vehicles Per Household 1.7 2.0 2.1

2010 Average Household Size 2.42 2.37 2.38 2017 Average Household Size 2.42 2.37 2.38 2022 Average Household Size 2.4 2.35 2.37 2017 - 2022 Projected Change Rate -1.0% -0.7% -0.6%

LUCESCU REALTY /// OFFERING MEMORANDUM 61 /// AUBURN, CA NEVADA

San Francisco

Las Vegas CALIFORNIA

ARIZONA Newport Beach Phoenix

Newport Beach, CA • Phoenix, AZ • Las Vegas, NV • San Francisco, CA (2018) 500 Newport Center Drive, Suite 550 | Newport Beach, CA 92660 | Tel 949.706.7772 | Fax 949.706.7773 | www.lucescurealty.com