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Res H-11-04RESOLUTION NO. H- 11 - _ RESOLUTION OF THE POWAY HOUSING AUTHORITY APPROVING A COOPERATION AGREEMENT BETWEEN THE HOUSING AUTHORITY AND THE POWAY REDEVELOPMENT AGENCY WHEREAS, The City Council of the City of Poway (the "City Council ") adopted the Redevelopment Plan for the Paguay Redevelopment Project Area (the "Project Area ") on December 13, 1983 by Ordinance No. 117, as amended by Ordinance No. 415 on June 15, 1993, Ordinance No. 439 on December 13, 1994, Ordinance No. 593 on December 2, 2003, Ordinance No. 605 on August 17, 2004, Ordinance No. 611 on October 26, 2004, Ordinance No. 641 on July 18, 2006, and Ordinance No. 657 on June 12, 2007 (the "Redevelopment Plan "), which results in the allocation of taxes from the Project Area to the Agency for purposes of redevelopment; and WHEREAS, the intent of the Redevelopment Plan is, in part, to increase, improve and preserve the community's supply of low and moderate income housing, some of which may be located or implemented outside the Project Areas and to expend tax increment to accomplish these goals and objectives in conformance with the Redevelopment Plan; and WHEREAS, the Poway Redevelopment Agency (the "Agency') has adopted its Five -Year Implementation Plans for the Project Area, as amended from time to time (the "Implementation Plans ") with established goals to support affordable housing, economic development, community revitalization, commercial revitalization, and institutional revitalization. To implement the programs and activities associated with each goal, the Agency has made redevelopment fund commitments based on estimated available tax increment revenue and debt financing structures; and WHEREAS, Sections 33334.2 and 33334.3 of California's Community Redevelopment Law [Health & Safety Code § §33000, et seq.] (the "CRL ") require the Agency to use 20 percent of taxes allocated to the Agency pursuant to Section 33670 of the CRL for the purpose of increasing, improving, and preserving the community's supply of low and moderate income housing, and WHEREAS, the Agency and the Poway Housing Authority (the "Authority') wish to cooperate with one another to carry out the Agency's low and moderate income housing activities in accordance with the Redevelopment Plans and the Implementation Plans; and WHEREAS, pursuant to Sections 33220 and 33206 of the CRL certain public bodies, including the Authority may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects; and WHEREAS, the Agency and the Authority have prepared a Cooperation Agreement (the "Agreement ") to provide for implementation of certain low and moderate income housing projects set forth in the Schedule of Projects attached thereto as Exhibit 1 (the "Projects "), and to make payments by the Agency to the Authority in accordance with the Payment Schedule attached thereto as Exhibit 2 and as otherwise necessary to pay the Authority for the cost to the Authority of performing its obligations thereunder, subject to all of the terms and conditions of the Agreement; and WHEREAS, the programs and activities associated with the Projects include, but are not limited to, acquisition and disposition of property, development of design criteria, design, planning, preparation of construction bid documents, financial analysis, financing and new construction or rehabilitation, construction management, mortgage assistance to qualifying households, subsidies to individuals and families, asset management, project monitoring and administration of agreements; and WHEREAS, to carry out the Projects in accordance with the objectives and purposes of the Redevelopment Plan for the Project Area and the Implementation Plans, the Agency desires assistance and cooperation in the implementation and completion of the Projects and the Authority wishes to enter into the Agreement with the Agency to aid the Agency and cooperate with the Agency to expeditiously implement the Projects in accordance with the Redevelopment Plan for the Project Area and the Implementation Plans and undertake and complete all actions necessary or appropriate to ensure that the affordable housing objectives of the Redevelopment Plan for the Project Area and the Implementation Plans are fulfilled within the time effectiveness of the Project Area; and WHEREAS, in considering the Agency's desire to ensure timely implementation and completion of the Projects, the Agency wishes to enter into the Agreement with the Authority for the pledge of net available housing funds to finance the Projects in order to facilitate the implementation of the Projects and to provide funding necessary to effectuate the completion of the Projects with net available housing funds in this current fiscal year and forthcoming fiscal years; and WHEREAS, net available housing funds is defined as that portion of the tax increment allocated to the Agency or any lawful successor of the Agency and /or to any of the powers and rights of the Agency pursuant to any applicable constitutional provision, statute or other provision of law now existing or adopted in the future, that is set aside by the Agency pursuant to Sections 33334.2 and 33334.3 or any other law or regulation that may be enacted in the future requiring a set aside of tax increment for the purpose of increasing, improving, and preserving the community's supply of low and moderate income housing, net of existing debt service payments and existing contractual obligations payable from such housing set aside. The pledge of net available housing funds will constitute obligations of the Agency to make payments authorized and incurred pursuant to Section 33334 2 and other applicable statutes; and WHEREAS, the pledge of net available housing funds will constitute obligations to make payments authorized and incurred pursuant to Sections 33445 and 33445.1 of the CRL and other applicable statutes and the obligations set forth in the Agreement will be contractual obligations that, if breached, will subject the Agency to damages and other liabilities or remedies; and WHEREAS, by approving and entering into the Agreement, the Agency will approve the pledge of net available housing funds from the Project Area to pay for the Projects and in the event that additional funds are required in order to make the Agency payments to the Authority required by the Agreement, the Agency shall make such payments from income received by the Agency from its affordable housing projects and programs or any other additional funds available to it; and WHEREAS, the obligations of the Agency under the Agreement shall constitute an indebtedness of the Agency for the purpose of carrying out the Redevelopment Plan for the Project Area; and WHEREAS, it is in the best interests of the City of Poway and for the common benefit of residents, employees, business tenants and property owners within the Project Area and the City as a whole for the Projects to be developed and constructed; and WHEREAS, the Agency and the City Council of the City of Poway have found and determined that the use of the Agency's low and moderate income housing fund for the Projects that are located outside of the Project Area is in accordance with Section 33334.2 of the CRL because the use of such funds will be of benefit to the Project Area; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, the Poway Housing Authority does hereby resolve as follows: Section 1. The Authority has received and heard all oral and written objections to the proposed payments by the Agency to the Authority for the Projects as described in the Agreement, and to other matters pertaining to this transaction, and all such oral and written objections are hereby overruled. Section 2. The Authority hereby finds and determines that the foregoing recitals are true and correct. Section 3. The Authority hereby consents to the payments by the Agency to the Authority in accordance with the Schedule of Payments attached to the Agreement as Exhibit 2. Section 4. The Agreement in substantially the form presented to the Authority is hereby attached. Section 5. The Executive Director of the Authority, or designee, is hereby authorized to execute the Agreement on behalf of the Authority, together with such non - substantive changes and amendments as may be approved by the Executive Director and Authority Counsel. Section 6. The Executive Director of the Authority, or designee, is hereby authorized, on behalf of the Authority, to sign all documents necessary and appropriate to carry out and implement the Agreement, and to administer the Authority's obligations, responsibilities and duties to be performed under the Agreement. Section 7. In the event the Agency desires to issue bonds, notes, or other instruments of indebtedness of the Agency to carry out redevelopment projects, then any indebtedness of the Agency to the Authority arising from the Agreement, including any interest accrued thereon, shall be deemed not to be a first pledge of tax increment allocations received by the Agency pursuant to Section 33670 of the CRL and any indebtedness of the Agency to the Authority, including any interest accrued thereon, shall be subordinate to any pledge of tax increments to bondholders or the holders of other such instruments of indebtedness. Section 9. This Resolution shall take effect immediately upon its adoption. PASSED, ADOPTED AND APPROVED by the Poway Housing Authority at a special meeting this 11th day of March, 2011. Don Higginson, Chai an Poway Housing Authority W rroyan, MMC Secretary Resolution No. H -11 -04 STATE OF CALIFORNIA ) )SS COUNTY OF SAN DIEGO ) I, Linda A. Troyan, MMC, Secretary, Poway Housing Authority, do hereby certify under penalty of perjury that the foregoing Resolution No. H -11 -04 was duly adopted by the Commissioners at a meeting of said Poway Housing Authority held on the 11th day of March, 2011, and that it was so adopted by the following vote: AYES: GROSCH, MULLIN, CUNNINGHAM, HIGGINSON NOES: NONE ABSENT: BOYACK DISQUALIFIED: NONE Lin royan, MMC, Secretary oway ousing Authority COOPERATION AGREEMENT BETWEEN THE POWAY REDEVELOPMENT AGENCY AND THE POWAY HOUSING AUTHORITY FOR PAYMENT OF COSTS ASSOCIATED WITH CERTAIN REDEVELOPMENT AGENCY FUNDED LOW AND MODERATE INCOME HOUSING PROJECTS THIS COOPERATION AGREEMENT (this "Agreement ") is entered into this 11th day of March, 2011, by and between the POWAY HOUSING AUTHORITY, a public body, corporate and politic (the "Authority ") and the POWAY REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency "), with reference to the following facts: A. The City Council of the City of Poway (the "City Council ") adopted the Redevelopment Plan for the Paguay Redevelopment Project Area (the "Project Area ") on December 13, 1983 by Ordinance No. 117, as amended by Ordinance No. 415 on June 15, 1993, Ordinance No. 439 on December 13, 1994, Ordinance No. 593 on December 2, 2003, Ordinance No. 605 on August 17 2004, Ordinance No. 611 on October 26, 2004, Ordinance No. 641 on July 18, 2006, and Ordinance No. 657 on June 12, 2007 (the "Redevelopment Plan "), which results in the allocation of taxes from the Project Area to the Agency for purposes of redevelopment. B. The intent of the Redevelopment Plan is, in part, to increase, improve and preserve the community's supply of low and moderate income housing, some of which may be located or implemented outside the Project Area, and to expend tax increment to accomplish these goals and objectives in conformity with the Redevelopment Plan. C. The Agency has adopted its Five -Year Implementation Plans for the Project Area, as amended from time to time (collectively, the "Implementation Plans ") with established goals to support, affordable housing, economic development, community revitalization, commercial revitalization, and institutional revitalization. To implement the programs and activities associated with each goal, the Agency has made redevelopment fund commitments and budget allocations based on estimated available tax increment revenue and debt financing structures. D. Sections 33334.2 and 33334.3 of California's Community Redevelopment Law [Health & Safety Code § §33000, et seq.] (the "CRL ") require the Agency to use 20 percent of taxes allocated to the Agency pursuant to Section 33670 of the CRL for the purpose of increasing, improving, and preserving the community's supply of low and moderate income housing. E. Pursuant to Sections 33220 and 33206 of the California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) (the `CRL "), the Authority may aid and cooperate in the planning, undertaking, construction, or operation of low and moderate income housing in the community. F. To carry out the Agency's low and moderate income housing program in accordance with the objectives and purposes of the Redevelopment Plan for the Project Area and the Implementation Plans, the Agency desires assistance and cooperation in the implementation and Cooperation Agreement Between the Poway Redevelopment Agency and the Poway Housing Authority Page 1 completion of the low and moderate income housing projects and programs listed in the attached Exhibit 1 , which are incorporated herein by this reference (the "Projects "). G. The programs and activities associated with the Projects include but are not limited to acquisition and disposition of property, development of design criteria, design, planning, preparation of construction bid documents, financial analysis, financing and new construction or rehabilitation, construction management, mortgage assistance to qualifying households, subsidies to individuals and families, asset management, project monitoring and administration of agreements. To carry out the Projects in accordance with the objectives and purposes of the Redevelopment Plan for the Project Area and the Implementation Plans, the Agency desires assistance and cooperation in the implementation and completion of the Projects. The Authority agrees to aid the Agency and cooperate with the Agency to expeditiously implement the Projects in accordance with the Redevelopment Plan and the Implementation Plans and undertake and complete all actions necessary or appropriate to ensure that the objectives of the Redevelopment Plan and the Implementation Plans are fulfilled within the time effectiveness of the Project Area. H. In considering the Agency's desire to ensure timely implementation and completion of the Projects, the Agency wishes to enter into this Agreement with the Authority for the pledge of net available housing funds to finance the Projects. The purpose of this Agreement is to facilitate the implementation of the Projects and to provide funding necessary to effectuate the completion of the Projects with net available housing funds in this current fiscal year and forthcoming fiscal years. I. Net available housing funds is defined as that portion of the tax increment allocated to the Agency or any lawful successor of the Agency and/or to any of the powers and rights of the Agency pursuant to any applicable constitutional provision, statute or other provision of law now existing or adopted in the future, that is set aside by the Agency pursuant to Sections 33334.2 and 33334.3 or any other law or regulation that may be enacted in the future requiring a set aside of tax increment for the purpose of inceeasing, improving, and preserving the community's supply of low and moderate income housing, net of existing debt service payments and existing contractual obligations payable from suchlhousing set aside. The pledge of net available housing funds will constitute obligations of the I to make payments authorized and incurred pursuant to Section 33334.2 and other applicable statutes. The obligations set forth in this Agreement will be contractual obligations that, if breached, will subject the Agency to damages and other liabilities or remedies. J. The City Council and the Agency by resolution have each found that the use of the Agency's net available housing funds foi the Projects that are located outside of the Project Areas is in accordance with Section 33334.2 of the CRL because the use of such funds will be of benefit to the Project Areas. K. By approving and entering into this Agreement, the Agency has approved the pledge of net available housing funds from the Project Area to pay for the Projects. L. The obligations of the Agency under this Agreement shall constitute an indebtedness of the Agency for the purpose of carrying out the Redevelopment Plan for the Project Area. Cooperation Agreement Between the Poway Redevelopment Agency and the Poway Housing Authority Page 2 NOW, THEREFORE, the parties hereto do mutually agree as follows: I. INTRODUCTORY PROVISIONS The recitals above are an integral part of this Agreement and set forth the intentions of the parties and the premises on which the parties have decided to enter into this Agreement. H. AGENCY'S OBLIGATIONS 1. The Projects are those projects which are listed on the attached Exhibit 1 . The Agency agrees to pay to the Authority an amount equal to the cost to the Authority to carry out the Projects, including without limitation all costs incurred by the Authority for the acquisition and disposition of property, development of design criteria, design, planning, preparation of construction bid documents, financial analysis, financing and new construction or rehabilitation, construction management, asset management, mortgage assistance to qualifying households, subsidies to individuals and families, project monitoring and administration of agreements and the Authority's administrative costs in carrying out the Projects, including the Authority's overhead, payroll and benefits, insurance, supplies, telephone, copying, fixtures, furniture, equipment, legal, accounting and other professional fees and costs, and other reasonable, customary and lawful administrative expense of the Authority related to carrying out the Projects in amounts that are not disproportionate to the amount actually spent for the costs of carrying out the Projects. The Agency's obligations under this Agreement, including without limitation the Agency's obligation to make the payments to the Authority required by this Agreement, shall constitute an indebtedness of the Agency for the purpose of carrying out the redevelopment of the Project Area and are obligations to make payments authorized and incurred pursuant to Sections 33445 of the CRL and other applicable statutes. The obligations of the Agency set forth in this Agreement are contractual obligations that, if breached, will subject the Agency to damages and other liabilities or remedies. 2. The obligations of Agency under this Agreement shall be payable out of net available housing funds, as defined in the above recitals and/or as defined or provided for in any applicable constitutional provision, statute or other provision of law now existing or adopted in the future, levied by or for the benefit of taxing agencies in the Project Area, and allocated to the Agency and/or any lawful successor entity of the Agency and /or any entity established by law to carry out the Redevelopment Plan for the Project Area and /or expend tax increment or pay indebtedness of the Agency to be repaid with tax increment, pursuant to Section 33670 of the CRL or any applicable constitutional provision, statute or other provision of law now existing or adopted in the future, in amounts not less than those set forth in the Payment Schedule attached hereto as Exhibit 2 and incorporated herein by this reference. In the event that additional funds are required in order to make the Agency payments to the Authority required by this Agreement, the Agency shall make such payments from income received by the Agency from its projects and programs or any other additional funds available to it. 3. The indebtedness of Agency under this Agreement shall be subordinate to the rights of the holder or holders of any existing bonds, notes or other instruments of indebtedness Cooperation Agreement Between the Poway Redevelopment Agency and the Poway Housing Authority Page 3 (all referred to herein as "indebtedness ") of the Agency incurred or issued to finance the Project Area, including without limitation any pledge of tax increment revenues from the Project Area to pay any portion of the principal (and otherwise comply with the obligations and covenants) of any bond or bonds issued or sold by the Agency with respect to the Project Area. 4. All payments due to be made by the Agency to the Authority under this Agreement shall be made by the Agency in accordance with the schedule set forth in Exhibit 2 and as otherwise necessary to reimburse the Authority for the cost to the Authority of performing its obligations hereunder. 'Be Authority shall provide the Agency with an annual report accompanied by evidence reasonably satisfactory to the Agency's Executive Director that the Authority has progressed in the development and construction of the Project for which payment is made by the Agency commensurate with such payments and has incurred costs or obligations to make payments equal to or greater than such amount. The Agency shall make the payments to the Authority required under this Agreement on or before the first day of each Fiscal Year beginning with the Fiscal Year immediately following the date of this Agreement. Notwithstanding the foregoing, the Agency may at any time and from time to time prepay to the Authority all or any portion of the payments required under this Agreement prior to the due date of such payments. III. AUTHORITY'S OBLIGATIONS 1. The Authority shall accept any funds offered by the Agency pursuant to this Agreement and shall devote those funds to completion of the Projects by (i) reimbursing the Authority or using such funds to make Authority expenditures to perform the work required to carry out and complete the Projects; (ii) utilizing such funds to pay debt service on bonds or other indebtedness or obligations that the Authority has or will incur for such purposes; and/or (iii) paying such funds into a special fund of the Authority to be held and expended only for the purpose of satisfying the obligations of the Authority hereunder. 2. It is the responsibility of the Authority to pay all development and construction costs in connection with the Projects from funds paid to the Authority by the Agency under this Agreement. 3. The Authority shall perform its obligations hereunder in accordance with the applicable provisions of federal, state and local laws, including the obligation to comply with environmental laws, including but not limited to the applicable requirements of the California Environmental Quality Act, and shall timely complete the work required for each Project in accordance with the Schedule of Performance included in Exhibit 1 and incorporated herein by this reference. IV. LIABILITY AND INDEMNIFICATION In contemplation of the provisions of California Government Code section 895.2 imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Government Code section 895, the parties hereto, as between themselves, pursuant to the authorization contained in Government Code sections 895.4 Cooperation Agreement Between the Poway Redevelopment Agency and the Poway Housing Authority Page 4 and 895.6, shall each assume the full liability imposed upon it, or any of its officers, agents or employees, by law for injury caused by negligent or wrongful acts or omissions occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Government Code section 895.2. To achieve the above - stated purpose, each party indemnifies, defends and holds harmless the other party for any liability, losses, cost or expenses that may be incurred by such other party solely by reason of Government Code section 895.2. V. ENTIRE AGREEMENT; WAIVERS; AND AMENDMENTS 1. This Agreement shall be executed in duplicate originals, each of which is deemed to be an original. This Agreement consists of six (6) pages, one (1) signature page and two (2) Exhibits, which constitute the entire understanding and agreement of the parties. 2. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the subject matter of this Agreement. 3. This Agreement is intended solely for the benefit of the Authority and the Agency. Notwithstanding any reference in this Agreement to persons or entities other than the Authority and the Agency, there shall be no third party beneficiaries under this Agreement. 4. All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representatives of the parties. VI. SEVERABILITY If any term, provisions, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. VII. DEFAULT If either party fails to perform or adequately perform an obligation required by this Agreement within thirty (30) calendar days of receiving written notice from the non - defaulting party, the party failing to perform shall be in default hereunder. In the event of default, the non- defaulting party will have all the rights and remedies available to it at law or in equity to enforce the provisions of this contract, including without limitation the right to sue for damages for breach of contract. The rights and remedies of the non - defaulting party enumerated in this paragraph are cumulative and shall not limit the non - defaulting party's rights under any other provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of the Agreement or hereinafter enacted or established, that may be available to the non - defaulting party against the defaulting party. All notices of defaults shall clearly indicate a notice of default under this Agreement. Cooperation Agreement Between the Poway Redevelopment Agency and the Poway Housing Authority Page 5 VIII. BINDING ON SUCCESSORS This Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. This Agreement shall survive any full or partial merger of the Authority and the Agency and shall remain separate obligations of the Authority and the Agency and be fully enforceable according to its terms. [Remainder of This Page Intentionally Left Blank] [Signatures on Following Page] Cooperation Agreement Between the Poway Redevelopment Agency and the Poway Housing Authority Page 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. POWAY HOUSING AUTHORITY, a public body, corporate and politic C Penny Attest: a Troyan, Authority Secretary POWAY REDEVELOPMENT AGENCY, a public body, corporat�nd politic C Wa B 4inYroyan , " Agency Secretary Approved as to form: KANE, BALLMER & BERKMAN r By: Deborah L. Rhoads Agency Special Counsel Cooperation Agreement Between the Poway Redevelopment Agency and the Poway Housing Authority Page S -1 EXHIBIT 1 SCHEDULE OF PROJECTS ]Behind this Page] SCHEDULE OF PROJECTS - EXHIBIT "1" Programs Brighton 77 units - Affordable Rental Housing Project Project Name Description Estimated Cost Completed on Home Ownership in Compliance Monitoring, Loan or Before , Administration 06/30/16 Poway $ 17,214,816 Compliance Monitoring and Loan Servicing, Affordable Housing Development, $ 8,009,056 06/30/16 Development Compliance Monitoring Home Ownership in Compliance Monitoring and Loan Servicing, Affordable Housing Development, $ 8,041,596 06/30/21 Development Compliance Monitoring Resale Administration Compliance Monitoring and Loan Servicing, Affordable Housing Development, $ 9,550,894 06/30/26 Development Compliance Monitoring Compliance Monitoring, Loan Servicing, Loan Issuance, Compliance Monitoring and Loan Servicing, Affordable Housing Development, $ 11,343,465 06/30/31 Development Compliance Monitoring Compliance Monitoring and Loan Servicing, Affordable Housing Development, $ 16,456,382 06/30/37 Development Compliance Monitoring $ 1,000,000 06/30/31 Subtotal Administration $ 53,401,393 Resale Administration Programs Brighton 77 units - Affordable Rental Housing $ 4,596,242 06/30/16 Monte Vista 64 units - Affordable Rental Housing Supporting Home Ownership in Compliance Monitoring, Loan Servicing, Loan Issuance, $ 1,000,000 06/30/16 Poway $ 17,214,816 06/30/21 Resale Administration 60 units - Affordable Rental Housing $ 15,000,000 06/30/26 Supporting Home Ownership in Compliance Monitoring, Loan Servicing, Loan Issuance, $ 1,000,000 06/30/21 Poway Subtotal Mulit - Family Rental Housing Resale Administration Single Family or Multi - Family ' Supporting Home Ownership in Compliance Monitoring, Loan Servicing, Loan Issuance, $ 1,000,000 06/30/26 Poway Resale Administration Supporting Home Ownership in Compliance Monitoring, Loan Servicing, Loan Issuance, $ 1,000,000 06/30/31 Poway Resale Administration Supporting Home Ownership in Compliance Monitoring, Loan Servicing, Loan Issuance, $ 1,000,000 06/30/37 Poway Resale Administration Subtotal Programs I I $ 5,000,000 Multi - Family Rental Housing Brighton 77 units - Affordable Rental Housing $ 4,596,242 06/30/16 Monte Vista 64 units - Affordable Rental Housing $ 11,948,000 06/30/16 County Property 44 units - Affordable Rental Housing $ 9,376,349 06/30/16 Town Center Senior Housing 60 units - Affordable Rental Housing $ 17,214,816 06/30/21 Multi - Family Housing 60 units - Affordable Rental Housing $ 15,000,000 06/30/26 Multi- Family Housing 60 units - Affordable Rental Housing $ 18,000,000 06/30/31 Multi - Family Housing 60 units - Affordable Rental Housing $ 24,000,000 06/30/37 Subtotal Mulit - Family Rental Housing $ 100,135,407 For Sale Affordable Housing Meadows 33 units - Affordable For Sale Housing $ 3,040,479 06/30/16 Twin Peaks 22 -units Affordable For Sale Housing $ 3,802,732 06/30/21 Evanston 14- Affordable Rental Housing $ 579,638 06/30/21 Park and Ride 16 - Affordable For Sale Housing $ 4,881,690 06/30/21 Single Family or Multi - Family 75 units - Affordable For Sale Housing $ 18,750,000 06/30126 Housing Single Family or Multi - Family 75 units - Affordable For Sale Housing $ 22,500,000 06/30/31 Housing Single Family or Multi - Family 75 units - Affordable For Sale Housing $ 30,000,000 06/30/37 Housing SCHEDULE OF PROJECTS - EXHIBIT "1" Acquisition Rehabilitation Affordable Housing Orange Gardens 52 units - Affordable Acquisition Rehabilitation Project Project Name Description Estimated Cost Completed on 06/30/21 Multifamily Housing 75 units - Affordable Acquisition Rehabilitation or Before Subtotal For Sale Affordable Multifamily Housing $ 83,554,539 $ 30,000,000 Housing Multifamily Housing 100 units - Affordable Acquisition Rehabilitation $ 40,000,000 Acquisition Rehabilitation Affordable Housing Orange Gardens 52 units - Affordable Acquisition Rehabilitation $ 7,606,382 06/30/16 Multifamily Housing 75 units - Affordable Acquisition Rehabilitation $ 18,750,000 06/30/21 Multifamily Housing 75 units - Affordable Acquisition Rehabilitation $ 22,500,000 06/30/26 Multifamily Housing 75 units - Affordable Acquisition Rehabilitation $ 30,000,000 06/30/31 Multifamily Housing 100 units - Affordable Acquisition Rehabilitation $ 40,000,000 06/30/37 Subtotal Acquisition Rehabilitation Affordable Housing $ 118,856,382 Total $ 360,947,721 EXHIBIT 2 PAYMENT SCHEDULE lbehind this page Exhibit "2" PAYMENT SCHEDULE Payment 8,993,526.89 Date Payment Amount 1/31/2012 6,575,879.65 - - 5 1/31/2013 ,528,674.33 1/31/2014 5,881,523.33 1 61/2015 5,565,686,85 1/31/2027 14,563,689.91 "1/ 8,024,555.67 1/31/2029 17,413,592.89 1/31/2019 7,680,709.20 1 /31 /2031 8,335,896.56 1/31/2021 8,993,526.89 1/31/2022 9,692,848.99 1131 /2024 _ 11,195,391.65 12,015,860.07 -- -'-- - ... ­--- -' — i TH / � 6 11,2 1/31/2027 14,563,689.91 1/31/2028 16,335,217.00 1/31/2029 17,413,592.89 1/31/2030 18,549,182.37 1 /31 /2031 19,744,725.15 1/31/2032 21,003,084.54 1/3 1 /20 33 2 2 32 7, 25 2 8 9 1/31/2034 23,720,357.15 1/31/2035 25,185,664.69 1 /31 /2036 27,611,493.84 1/31/2037 14,172,242.93 Total 346,008,932.35