Board of Directors Ann Bailey, Chair AGENDA REGULAR MEETING … · 2014-04-18 · MINUTES OF REGULAR BOARD MEETING BOARD OF DIRECTORS CAPITOL AREA DEVELOPMENT AUTHORITY March 28,

AGENDA REGULAR MEETING

THE CAPITOL AREA DEVELOPMENT

AUTHORITY BOARD OF DIRECTORS

FRIDAY, APRIL 25, 2014

9:00 A.M. CADA ADMINISTRATIVE OFFICE

1522 14TH STREET, SACRAMENTO, CA 95814

Board of Directors Ann Bailey, Chair Bob Lagomarsino, Vice-Chair Kristan Otto, Member Page Robbins, Member Captain David Smith, Member Sharon Bennett, Board Secretary CADA Administration Wendy Saunders, Executive Director Marc de la Vergne, Deputy Executive Director Tom Kigar, Development Director Noelle Mussen, Controller Legal Counsel Jeff Mitchell Kronick, Moskovitz, Tiedemann & Girard Phone: (916) 322-2114 Web: www.cadanet.org

1. Roll Call 2. Approval of Minutes: March 28, 2014 3. Chair’s Report 4. Executive Director’s Report 5. Capitol Towers Presented by Dave Eadie, Vice President of Kennedy-Wilson, Inc. 6. R Street Phase II Streetscape Improvements Funding - Memorandum of Understanding(s)

with the City (R Street Between 10th and 13th Streets)

Recommended Action: Adopt resolution that authorizes the Executive Director, with the concurrence of CADA Legal Counsel, to enter into a Memorandum of Understanding(s) or other written documents with the City of Sacramento.

Contact: Todd Leon, R Street Development Manager 7. The Warren - East End Gateway Site 1 Amendment to Disposition and Development

Agreement (Northwest Corner of 16th and N Streets) Recommended Action: Adopt resolution authorizing the Executive Director to execute a Sixth

Amendment to the Revised and Restated Disposition and Development Agreement

Contact: Marc de la Vergne, Deputy Executive Director 8. CLOSED SESSION A. CONFERENCE WITH REAL ESTATE NEGOTIATOR (Government Code 54956.8) Negotiators: Wendy S. Saunders Other Parties: Department of General Services, State of California

006-172-014; 006-172-015; 006-204-002; 006-204-003; 006-204-004; 006-204-005; 006-204-006; 006-206-023; 006-222-009; 006-222-010; 006-222-011; 006-222-019; 006-222-020; 006-222-021; 006-222-022; 006-222-023; 006-222-024; 006-223-002; 006-223-003; 006-223-004; 006-223-005; 006-223-006; 006-223-007; 006-223-008; 006-223-009; 006-223-010; 006-223-012; 006-224-007; 006-224-025; 006-224-027; 006-225-001; 006-226-024; 006-226-006; 006-226-007; 006-226-008; 006-226-009; 006-226-010; 006-231-024; 006-231-007; 006-231-023; 006-231-017; 006-231-018; 006-231-019; 006-231-020; 006-231-021; 006-231-022; 006-232-001; 006-232-018; 006-233-01; 006-233-27; 006-233-04; 006-233-05; 006-233-06; 006-233-07; 006-233-028; 006-233-014; 006-233-19; 006-233-23; 006-234-25; 006-234-26; 006-234-27;

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006-234-16; 006-234-24; 006-281-005; 006-281-006; 006-281-007; 006-284-09; 006-284-010; 006-284-017; 006-293-018; 006-330-15; 006-330-14; 006-330-06; 006-330-11; 006-330-07; 006-330-01-03;006-350-051; 006-350-052

Under Negotiation: Price and terms of sale.

9. Staff Reports/Updates

A. Sale of Development Ground Lease Properties B. Capitol Area Committee C. Downtown Sacramento Partnership D. Downtown Sacramento Revitalization Corporation E. Midtown Business Association F. Mercury Cleaners (Northeast Corner of 16th and O Streets) G. The Warren - Site 1 (Northwest Corner of 16th and N Streets) H. O Street Streetscape I. Legado de Ravel - Sites 2 and 3 (Northwest and Southwest Corners of 16th and O Streets) J. 16 Powerhouse - Site 4 (Southeast Corner of 16th and P Streets) K. Site 9B (1610 17th Street) L. WAL/B&G Building (11th/R Streets) M. 16th Street Streetscape N. Jefferson School (1619 N Street) O. Fremont Park P. R Street PBID Q. R Street Streetscape Phase II: Market Plaza R. R Street Streetscape Phases III and IV S. R Street Affordable Housing

10. Transmittals

A. Informal Ombudsman Report B. Tax Allocation Bond Annual Report C. Development Construction Schedule D. Loan and Grant Research E. Apartment Status Report: March 2014 F. CADA Affordable Housing Report: March 2014 G. Commercial Listings/Vacancies: 1520 16th Street, Suite D H. Commercial Leases: None I. CADA Neighborhood Incident Report: March 2014 J. Contracts Log: March 2014 K. Financial Report for Period Ending: March 31, 2014 L. City Treasurer Monthly Investment Report: February 2014

11. Opportunity for the Public to Address the Board Regarding Matters Not on the Agenda 12. Adjournment

Approved for Transmittal: _______________________________ Wendy S. Saunders, Executive Director

NOTE: THE BOARD MAY TAKE ACTION ON ANY MATTER LISTED ON THE AGENDA. ADDITIONALLY, THE BOARD MAY TAKE ACTION ON ANY MATTER NOT LISTED ON THE AGENDA TO THE EXTENT PERMITTED BY APPLICABLE LAW. PURSUANT TO STATE AND FEDERAL LAW, IF YOU HAVE A REQUEST FOR A DISABILITY-RELATED MODIFICATION OR ACCOMMODATION IN ORDER TO ASSIST YOU IN PARTICIPATING IN THE MEETING, PLEASE CONTACT SHARON BENNETT, BOARD SECRETARY AT (916) 322-2114 TO MAKE SUCH A REQUEST. IN ORDER TO ALLOW ADEQUATE TIME TO ACCOMMODATE ANY REQUESTS, CADA ASKS THAT THE REQUEST BE MADE AT LEAST 24 HOURS PRIOR TO THE MEETING.

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MINUTES OF

REGULAR BOARD MEETING

BOARD OF DIRECTORS CAPITOL AREA DEVELOPMENT AUTHORITY

March 28, 2014

ITEM 1 – ROLL CALL Chair Bailey called the regular meeting of the CADA Board of Directors to order at 9:01 a.m. at 1522 14th Street, Sacramento, CA 95814. Present: Lagomarsino, Otto, Robbins, Smith, Bailey Absent: None ITEM 2 – APPROVAL OF MINUTES: February 28, 2014 Member Robbins moved approval of the February 28, 2014 Board minutes. Member Smith seconded the motion. ITEM 3 – CHAIR’S REPORT No report. ITEM 4 – EXECUTIVE DIRECTOR’S REPORT Wendy Saunders reported the following: • Staff has had two negotiating sessions with the Department of General Services. The first meeting

focused on the proposed legislative package which is part of CADA’s transition plan. At the second meeting, staff reviewed CADA’s financial obligations schedule. Two additional meetings are scheduled for April. Discussions will include a property inventory and those properties that would most logically be conveyed to CADA, and CADA’s financial model. A special meeting of the Board is scheduled for April 10th to go over those matters in closed session in advance prior to meeting with DGS on April 11.

• She executed the HCD loan extension for Somerset Parkside which extends the promissory note to April 15th. This will give the time needed for staff to work out the transition plan and address Somerset Parkside for the long term.

• A copy of the Sactown magazine (April-May edition) was distributed. The Sacramento Downtown

Partnership called and asked whether CADA would want to participate in a special advertising section called “Sacramento Urban Renaissance” to showcase the development projects that CADA is involved in and to be a part of the whole theme of the downtown renewal. Karen Ulep, CADA’s Communication’s Manager put together a great piece that is in this magazine called “Sacramento’s Good Life Brought To You By CADA”.

• A copy of a Sacramento Bee article dated 03/27/2014 was distributed; it reported on the “25-story

apartment towers proposed for downtown Sacramento.” Next month Dave Eadie, Vice President of Kennedy-Wilson, Inc. will be making a presentation on this project.

ITEM 5 – SACRAMENTO AREA COUNCIL OF GOVERNMENTS PRESENTED BY KIRK TROST, CHIEF OPERATING OFFICER Wendy Saunders introduced Kirk Trost, Chief General Counsel and Chief Operating Officer for the Sacramento Area Council of Governments (SACOG). Mr. Trost then gave a Powerpoint presentation on SACOG’s mission involving integrated regional planning, transit oriented projects, promoting air quality and smart land use within the region that will energize and help the economic development of downtown Sacramento.

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ITEM 6 – CAPITOL LOFTS THIRD AMENDMENT TO THIRD REVISED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT, PHASE I – B AND G BUILDING (HALF BLOCK BOUNDED BY 11TH AND 12TH STREETS AND THE R-S ALLEY) Todd Leon reported the following: • Staff is recommending that the Board adopt a resolution authorizing the Executive Director to execute

a Third Amendment to the Third Revised and Restated Disposition Development Agreement and amendments to the Construction Loan and Deed of Trust with Capitol Lofts-Sacramento, LLC for the Phase I development (B and G Building) of the Capitol Lofts Project.

• Reviewed the funding gap and the Developer’s measures to address the project’s shortfall. The Developer requested that CADA allow the Developer to draw down on CADA’s construction loan funds first prior to using F&M construction loan funds, and requested CADA to provide an additional $300,000 to the Phase I Construction Loan funding to help close the gap.

Developer Cyrus Youssefi reported that the Warehouse Art Lofts (WAL) Project is 60% completed and he anticipates occupancy by November. Mr. Youssefi’s goal is to have the B & G Building ready by the time the WAL is completed. Member Robbins asked whether there is a contingency for the project. Cyrus Youssefi responded that as the general contractor for the project, he will accept full responsibility for any overage in the construction budget. There was discussion on how value engineering was monitored and the importance for CADA staff to be involved in the review of the value engineering. Ali Youssefi responded that he will work more closely with CADA staff moving forward. Member Otto moved approval of Resolution 14-05, attached hereto and incorporated herein. Member Robbins seconded the motion. AYES: Lagomarsino, Otto, Robbins, Smith, Bailey NOES: None ITEM 7 – NONPROFIT FORMATION DOCUMENTS Wendy Saunders reported the following: • Reviewed the revised resolution and presented staff’s recommendation that the Board adopt the

resolution approving the articles of incorporation, bylaws, conflict of interest policy and compensation checklist for the Capitol Area Community Development Corporation (“CACDC”); and authorizing other actions necessary for the formation of the CACDC.

• In April, the nonprofit Board of Directors of the Capitol Area Community Development Corporation will meet to ratify the actions taken by the Capitol Area Development Authority.

There were discussions on filling Board vacancies and the need to clarify the appointment process in the bylaws, how restrictive or broad the proposed purpose of the nonprofit is in its mission, and being aware of what the nonprofit tax exempt guidelines are and what the tax implications might be prior to any property being transferred to CACDC, including new projects in the future. Member Lagomarsino moved approval of Resolution 14-06, attached hereto and incorporated herein. Member Smith seconded the motion. AYES: Lagomarsino, Otto, Robbins, Smith, Bailey NOES: None ITEM 8 – CADA MAINTENANCE WAREHOUSE ROOF REPLACEMENT (701 S STREET) Matt Thompson reported the following:

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Staff recommends the Board adopt a resolution authorizing the Executive Director to enter into a construction contract in the amount of $65,358 with Madsen Roofing & Waterproofing, Inc. for the replacement of CADA’s maintenance warehouse roof. Chair Bailey reported that the Operations Committee supported staff’s recommendation. Member Robbins moved approval of Resolution 14-07, attached hereto and incorporated herein. Member Otto seconded the motion. AYES: Lagomarsino, Otto, Robbins, Smith, Bailey NOES: None Member Lagomarsino recused himself from Agenda Item 9. ITEM 9 – CARRIAGE PATH WAY SIDING AND WINDOWS PROJECT (1401-1415 CARRIAGE PATH WAY) Matt Thompson reported the following: Staff recommends the Board adopt a resolution authorizing the Executive Director to enter into a construction contract in the amount of $114,000 with Pro Builders for the replacement of siding and second floor windows at Carriage Path Way Townhomes. Chair Bailey reported that the Operations Committee supported staff’s recommendation. Member Robbins moved approval of Resolution 14-08, attached hereto and incorporated herein. Member Otto seconded the motion. AYES: Otto, Robbins, Smith, Bailey NOES: None ABSENT: Lagomarsino Member Lagomarsino returned to the meeting. ITEM 10- R STREET FINANCIAL FORECAST (FY 2014/2015 THROUGH FY 2023/2024) Noelle Mussen reported that annually staff provides a ten year financial forecast for the Capitol and R Street areas. Because of active negotiations that are taking place between CADA and the State, CADA is uncertain what the assumptions will be with regard to its financial position in its overall operations leading up to and following the transition of the proposed transfer of state properties in the Capitol Area to CADA. Therefore, staff has decided to focus only on the R Street area. Ms. Mussen then reviewed the R Street Area forecast covering the next ten years. ITEM 11 – PRESENTATION ON UTILITY ART BOX PROGRAM Todd Leon reported that 20 artists were selected out of 73 who applied to participate in the Utility Art Box Program. Mr. Leon then provided a Powerpoint presentation showing some of the artists’ artwork that will be applied onto the utility boxes in various areas of the Capitol Area. Mr. Leon reported that the deadline for the artists to submit their final artwork is April 18th. The week of April 25th, the committee will meet and, hopefully, approve the final artwork. It is anticipated that the installation of the artwork will take place the week of May 16th. ITEM 12 – STAFF REPORTS/UPDATES

A. Sale of Development Ground Lease Properties: Wendy Saunders reported the State has given the development ground lease holders the opportunity to have their own appraisals completed. The DGL holders are currently having their properties appraised and are required to have the appraisals submitted to DGS by April 15th.

B. Capitol Area Committee Update: No report.

C. Downtown Sacramento Partnership: Wendy Saunders reported that the Downtown Sacramento Partnership is working on a new website to separate their internal workings from a community

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website that is more about what to do and where to go in the downtown Sacramento. This would be a great opportunity for CADA to collaborate with the Downtown Sacramento Partnership offering places to live in the CADA area by advertising CADA apartments and retail venues on their website. She and Karen Ulep met with Lisa Martinez, marketing director for the Downtown Sacramento Partnership this week to nurture the collaboration.

D. Downtown Sacramento Revitalization Corporation: No report.

E. Midtown Business Association: Todd Leon reported that Midtown Business Association (MBA) is moving their office to 20th and J Streets. MBA is working on providing more management approaches to bring back art to the second Saturday of the month. MBA will be working with the Sacramento Air Quality Management District, the City of Sacramento and the Sacramento Area Council of Governments on a business friendly event called “Bike Month” that will be held in May.

F. Mercury Cleaners (Northeast Corner of 16th and O Streets): Marc de la Vergne reported the ground floor tenants where given a 90 day notice to vacate by the end of May. Mr. & Mrs. Kang have been actively negotiating a lease with Legado de Ravel. Paul Schmidt will be acting as a facilitator and project manager to assist Mr. & Mrs. Kang in discussions with the developer and the City on various items that need to be accomplished in order to move in. The Kangs are planning to submit a letter of intent to the developer today.

G. The Warren - Site 1 (Northwest Corner of 16th and N Streets): Marc de la Vergne reported the

following: • The building is vacant and the asbestos abatement will start next week on the existing two-

story building. • The offsite work has begun. The Developer will need to secure a city permit to remove multiple

trees in the public right-of-way. The Developer and CADA staff will be meeting with a Midtown community group this afternoon to discuss the project. Staff anticipates some opposition to the request to remove the trees.

• Staff will be meeting with the City today regarding the stormwater planters that will be installed on 16th Street in front of the Warren project and will be discussing the issues regarding the depth of the planters and how to protect the public against falls.

• East West Bank has sent an e-mail notifying staff that they have fully completed all of their reviews of the project and construction costs. The developer will now be able issue bonds to secure the construction financing.

H. O Street Streetscape: Marc de la Vergne reported that given the construction manager’s departure

from CADA, the repainting of a portion of O Street may be postponed until August or September.

I. Legado de Ravel - Sites 2 and 3 (Northwest and Southwest Corners of 16th and O Streets): Tom Kigar reported the Developer has 20 residential units leased. University of Beer, Phoenix Salon, Mercury Cleaners and two other commercial tenants will be residing at the Legado de Ravel project. He and Todd Leon are meeting with the City of Sacramento on Tuesday to work out an agreement for railings for the stormwater planters. The cost will be split between CADA and the City.

J. 16 Powerhouse - Site 4 (Southeast Corner of 16th and P Streets): Tom Kigar reported that the Developer is working on the third level of the residential units and are on target to be completed by November 2014. The Developer will be providing a tour of the project in the next couple of weeks.

K. Site 9B (1610 17th Street): Tom Kigar reported that this project is anticipated to be completed by June.

L. WAL/B & G Building (11th/R Streets): This item was reported on in Agenda Item 6.

M. 16th Street Streetscape – Todd Leon reported the City of Sacramento is working on Part 2 of the project which includes the Fremont Park and outside of Prontos in the hatched no parking area. The project is 90% complete and will be going out to bid in the next six weeks. Installation and construction will begin this summer.

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N. Jefferson School (1619 N Street): Todd Leon reported that the Sacramento School District Board has received for consideration an offer for a development project. One other developer also wants to be included and considered for that site. The School District Board is giving the second developer 30 days to propose a project for consideration.

O. Fremont Park: Todd Leon reported that Friends of Fremont Park will be sponsoring a bike festival in conjunction with the Amgen Tour in May.

P. R Street PBID - Todd Leon reported that when there are various events going on, in the 1400 Block of R

Street, crime seems to spike, resulting in more vehicle burglaries during that time. The Sacramento Police Department, the PBID group and CADA staff will be working closely with the neighborhood to address this issue.

Q. R Street Streetscape Phase II, Market Plaza: Todd Leon reported that construction is anticipated to start

in August.

R. R Street Streetscape Phases III and IV: Todd Leon reported that the environmental review process continues and will hopefully be completed by fall.

S. R Street Affordable Housing: No report. T. City Traffic Utility Box Art Project: This item was reported on in Agenda Item 11.

ITEM 10 - TRANSMITTALS Received as transmitted. ITEM 11 - OPPORTUNITY FOR THE PUBLIC TO ADDRESS THE BOARD REGARDING MATTERS NOT ON THE AGENDA None ITEM 12 – ADJOURNMENT The meeting adjourned at 11:33 a.m. ____________________________ Sharon M. Bennett Secretary to the Board of Directors

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April 11, 2014

TO: CADA Board of Directors SUBJECT: April 25,2014, Board Meeting AGENDA ITEM 3 CHAIR’S REPORT CONTACT PERSON: Ann Bailey, Chair An oral report will be given by Ann Bailey.

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April 11, 2014 TO: CADA Board of Directors SUBJECT: April 25, 2014, Board Meeting AGENDA ITEM 4 EXECUTIVE DIRECTOR’S REPORT CONTACT PERSON: Wendy S. Saunders, Executive Director An oral report will be given by Wendy Saunders.

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April 11, 2014

TO: CADA Board of Directors SUBJECT: April 25, 2014, Board Meeting AGENDA ITEM 5 CAPITOL TOWERS PRESENTED BY DAVE EADIE, VICE PRESIDENT OF KENNEDY-WILSON, INC. CONTACT PERSON: Wendy S. Saunders, Executive Director An oral presentation will be given by Dave Eadie, Vice President of Kennedy-Wilson, Inc.

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April 11, 2014 TO: Board of Directors SUBJECT: April 25, 2014, Board Meeting AGENDA ITEM 6 R STREET PHASE II STREETSCAPE IMPROVEMENTS FUNDING AGREEMENT - MEMORANDUM OF UNDERSTANDING (S) (R STREET BETWEEN 10TH AND 13TH STREETS) CONTACT PERSON: Todd Leon, R Street Development Manager

RECOMMENDED ACTION: Adopt resolution. Staff recommends that the Board adopt a resolution that authorizes the Executive Director, with the concurrence of CADA Legal Counsel, to enter into a Memorandum of Understanding(s) or other written documents with the City of Sacramento pertaining to the transfer and use of CADA funds to match grant funding for the R Street Phase II Streetscape Improvement Project located between 16th and 18th Streets.

BACKGROUND In June 2003, the City of Sacramento completed an Infrastructure Needs Assessment for the R Street Corridor Master Plan Area. The assessment identified the infrastructure improvements necessary to support the proposed development in the R Street Corridor. After this infrastructure analysis was completed, CADA and the City developed the R Street Urban Design Plan for the R Street Corridor between 10th and 18th Streets. The R Street Urban Design Plan was subsequently adopted by the City Council in September 2006 and by the CADA Board in October 2006. CADA and the City completed improvements between the 10th to 13th Streets of R Street to implement the first of four planned phases of the infrastructure improvements outlined in the urban design plan in 2012. The second phase of R Street improvements is located between 16th and 18th Streets and the last two phases are located between 13th and 16th Streets. Design and environmental approval of the R Street Phase II Streetscape Improvements Project began in August 2008 and was completed in September of 2013. On August 12, 2013, CADA and the City submitted a grant request for Community Design Program funds in the amount of $2,700,000 to construct the R Street Phase II Streetscape Improvements. The Grant requires a local funding match of at least 12% of the project’s cost and additional funds to cover work that the federal transportation funds will not pay for in the project. CADA has plans to provide $800,000 in R Street Area funds to meet both the grant matching requirements and overall project costs. Attachment A of this staff report contains the funding sources of the project and a summary of proposed construction schedule.

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On December 12, 2013, the Sacramento Area Council of Governments (SACOG) approved the requested grant funding for the R Street Phase II Streetscape Improvements Project. ANALYSIS CADA staff drafted the SACOG Community Design Grant to fund the Phase II project. In devising the fund request, staff worked with the City Department of Engineering (DOT) staff and the project consultant (Mark Thomas Company) to create a budget The SACOG Grant funds awarded in December 2013 assumed matching funds from CADA, to complete the needed $3.5 Million for the project construction estimate. In order to coordinate efforts, responsibilities, and CADA fund delivery related to the SACOG grant funding, agreements between the City and CADA are necessary. The Draft MOU has been attached to this staff report (Attachment B). The draft agreement includes roles, obligations, and timing related to use of CADA funding and the construction of the Phase II Project. The key CADA and City obligations under the MOU are summarized below: City Obligations

• Receive and administer project funding • Lead completion of the project, including bidding, construction and inspections • Accounting, billing and monthly reporting • Include CADA in all project construction and stakeholder meetings, selection of

consultants, and discussions related to design changes • Review design changes with CADA to find project cost savings that do not sacrifice

project design goals

CADA Obligations

• Provide $800,000 in grant matching funds

Joint Obligations

• At key milestone points during the Project, CADA and City meet to reassess scope and budget and, if necessary, adjust scope based on available budget and anticipated costs.

• Work together to conduct public outreach to minimize construction impacts to the community

POLICY ISSUES CADA’s participation in the applications for the SACOG Community Design Grant was in accordance with standing CADA policy re-affirmed annually in the budget resolution which authorizes the Executive Director to submit applications for project funding without first receiving specific Board approval providing (1) the costs incurred during the application process do not exceed the budget and (2) the award of such funding is not accepted without Board approval. The draft agreement attached to this staff report (Attachments B and C) set forth the conditions under which CADA is partnering with the City of Sacramento in accepting the award of such funding and providing matching funds for the R Street Phase II Streetscape Improvement Project. Subsequent to this board meeting, this agreement will be finalized and transmitted to the City Council for approval.

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STRATEGIC PLAN Commencement of the Phase II of the R Street Improvement Project advances CADA 2008-2013 Strategic Plan goals 1 and 2: “Connect the State Capitol Campus to the surrounding city fabric and Create a sustainable urban neighborhood.” FINANCIAL IMPACT At the March 26, 2014 CADA Board Meeting, staff presented the CADA Ten Year Financial Forecast for the R Street Area. In the forecast, $800,000 was identified in FY 14/15 as matching construction funds for the SACOG Community Design Grant. This allocation will need final approval by the Board when the FY 14/15 Budget is presented in June. CADA Board approval of the matching funds in the FY 14/15 budget has been made a condition of the Memorandum of Understanding with the City, proposed for adoption at this meeting. CADA will provide $400,000 to the City by July 15, 2014, before construction starts, $300,000 when 50% of the construction has been completed, and $100,000 upon completion of the project. Any unspent CADA funds remaining at the conclusion of the project will be returned to CADA. ENVIRONMENTAL REVIEW The recommended action is a project as defined under the California Environmental Quality Act (CEQA). CADA staff and legal counsel have reviewed the action determined the project is exempt from CEQA under Section 15262. According to Section 15262, a projects involving only feasibility or planning studies for possible future actions which the agency, board, or commission has not approved, adopted, or funded does not require the preparation of an EIR or Negative Declaration but does require consideration of environmental factors. The Board action will approve matching funds that will be used to produce a project that will have subsequent environmental review. CONTRACT AWARD CONSIDERATIONS Not applicable. Approved for transmittal to the Board: /s/ Wendy Saunders _________________________________ Wendy S. Saunders, Executive Director Attachments: A. Project Summary – Budget and Schedule

B. Draft Memorandum of Understanding.

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Attachment A

R Street Phase II Improvements Project (16th to 18th Streets)

Summary Project Budget (Funding Sources) SACOG Community Design Grant $ 2,700,000 CADA Tax Increment (Federal Match) $ 800,000 Total Budget $ 3,500,000

Project Schedule June 2014 – Council Approval to Advertise Project August 2014 – Bid Opening September 2014 – Construction Award Approved October 2014 – Construction Begins

June – September 2015 - Construction Completed

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Attachment B

MEMORANDUM OF UNDERSTANDING FOR THE 20013/2014 SACOG COMMUNITY DESIGN GRANT PROGRAM FUNDING OF THE R STREET PHASE II

STREETSCAPE IMPROVEMENTS PROJECT

This Agreement is entered into on this ______ day of _______ 2014 by and among the CAPITOL AREA DEVELOPMENT AUTHORITY hereinafter “CADA” and the CITY OF SACRAMENTO, hereinafter “CITY”.

RECITALS WHEREAS, SACOG is responsible for determining which agencies in the Sacramento County region will receive the funding for transportation projects under the Community Design Grant Program; and WHEREAS, in order to determine who is to receive funding, SACOG requires eligible recipients to submit proposals to SACOG for consideration; and WHEREAS, CADA and the City jointly submitted a proposal to SACOG hereinafter “SACOG Proposal” attached hereto as Exhibit B, to receive funding through the SACOG Community Design Grant Program; and WHEREAS, in their SACOG Proposal the parties proposed to construct a streetscape improvement project on R Street between 16th and 18th Streets, hereinafter “R Street Phase II Streetscape Improvements Project” (hereinafter “Project”) and more fully described in the Scope of Work set forth in Exhibit A attached hereto; and WHEREAS, SACOG selected the parties’ proposal to receive funding (hereinafter “Funds”) to be used to complete the Project; and WHEREAS, the CITY and CADA desire to work closely with one another and will coordinate efforts to ensure a quality design and construction of the Project; and WHEREAS, this agreement between the CITY and CADA includes pages 1 through 7 and Exhibits A to D attached herein. NOW THEREFORE, IT IS AGREED AS FOLLOWS: 1. EFFECTIVE DATE The obligations set forth in this Agreement only become effective when both the City and the CADA have signed this Memorandum of Understanding.

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2. CITY OBLIGATIONS CITY will receive and administer the Funds earmarked for construction of the Project as described in Exhibit A. The total estimated cost for the construction of the Project is $3,500,000. SACOG has designated $2,700,000 in “Funds” to be applied towards completion of the Project. As described in the SACOG Proposal, the CITY will take the lead in completing the Project. The CITY will manage the Project including bid, construction, and inspection of all related improvements. CITY is responsible for all billing, reporting, and accounting related tasks associated with the receipt of the Funds. The monthly reports will include consultant billing, City staff billing, updates to timelines, and any milestones achieved. The City will include CADA in all Project construction meetings including; the selection of Project consultants and contractors, design changes to the Project, stakeholder outreach meetings, and construction meetings related to significant design decisions. The City will notify CADA of any construction or design change orders to the project. The City will review the project design with CADA to find any savings in the project cost without sacrificing the design goals of the project. 3. CADA OBLIGATIONS As set forth in the SACOG Proposal, CADA will provide the CITY with a sum not to exceed $800,000, subject to approval of the CADA Capital Investment Program Budget in fiscal year 2014-15 by the CADA Board, which will be applied towards completion of the Project. The $800,000 contribution from CADA for matching funds (“CADA Funds”) required by SACOG Community Design Grant Program and to fund non grant eligible project costs will be provided in the following manner: 1) $400,000 will be provided by July 15, 2014 before construction begins. 2) $300,000 will be provided when 50% of the construction has been completed as determined by the contractor. 3) The remaining $100,000 will be provided upon completion of the project. If at the conclusion of the project, there are CADA funds that remain unspent; those funds will be returned to CADA. Before the second and final installment is sent, the City will provide a Project Progress Report that includes copies of all contractor invoices between installments, a summary of all staff costs, and an update on Project’s Schedule and costs.

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4. JOINT OBLIGATIONS

A. Additional Funding. Nothing in this Agreement obligates CADA or the City to provide additional funding to cover any cost overruns or shortfalls in funding unless the CITY and CADA agree to a written amendment to this Agreement wherein CADA and or the City commits to provide additional funding. At key milestone points during the Project, CADA and the City will meet to reassess scope and budget. Parties agree that scope may need to be adjusted to meet based on available budget and anticipated costs.

B. Community Outreach

The CITY and CADA will endeavor to work together to jointly conduct public outreach before and during construction of the project to minimize construction impacts to existing businesses, property owners, and general community.

C. Development

The CITY and CADA will coordinate construction of streetscape and utility improvements with any residents, businesses, or property owners directly adjacent to Project in order to minimize any negative impact on stakeholders.

6. CONTRACT DOCUMENTS Each and every term, condition and provision of the Exhibits is incorporated herein by reference as though set forth in full. Any conflict or discrepancy between any of the documents must be resolved in accordance with the order of precedence hereinafter enumerated: FIRST: This Writing SECOND: General Scope of Work – R Street Phase II Streetscape

Improvements (Exhibit A) THIRD: Work Schedule (Exhibit A) FOURTH: SACOG Proposal (Exhibit B)

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7. TIME Providing that the “Funds” become available during Fiscal Year 2014/2015, The CITY will begin the formal construction bidding process by June 30, 2014 in accordance with the work schedule outlined in Exhibit A that is attached hereto and incorporated herein by this reference. 8. OPPORTUNITY TO CURE Either party may terminate this Agreement immediately following written notice if the other party is in default as to any of its material obligations hereunder, provided that: (a) the defaulting party has received a written notice containing a reasonably complete description of the default; and (b) the defaulting party has failed to cure the default within 30 calendar days after receiving such notice; provided that if such failure is capable of cure but cannot be cured during such 30-day period, no event of default may occur so long as the defaulting party is diligently attempting to cure and does so within such additional period of time as is approved in writing by the non-defaulting party. In the event of termination by the City or CADA, the $800,000 in unspent matching funds will be returned to CADA. 9. TERMINATION FOR CONVENIENCE Each party to this Agreement may terminate this Agreement for its convenience in whole or in part at any time upon 30 days advance written notice to the other parties specifying the effective date of termination. In the event of termination by the City or CADA, the $800,000 in unspent matching funds will be returned to CADA. 10. MODIFICATION No waiver, alteration, modification, or termination of this Agreement will be valid unless made in writing and signed by the authorized parties thereof. 11. THIRD PARTIES Each party will be solely liable to third parties with whom it enters into contracts to effectuate this Agreement and shall (i) pay directly the third party for all amounts owed, and (ii) indemnify and hold harmless the other party from any amounts owed to that third party. Nothing set forth in this Agreement will establish a standard of care for, or create any legal rights in, any person not a party to this Agreement.

4 Page 18 of 120

12. WORKERS COMPENSATION None of the parties to this Agreement will be responsible for providing payments or benefits to the other parties’ employees, including without limitation, workers compensation insurance or any other protective insurance coverage that is based upon the relationship of employer and employee. 13. RELATIONSHIP BETWEEN THE PARTIES Nothing in this Agreement is intended to or will be construed to create any contractual or other relationship, whether expressed or implied, joint venture, partnership, principal-agent, independent contractor, or master-servant. 14. NOTICES All notices and other communications under this Agreement must be in writing and will be deemed to have been given (i) on the date of delivery, if delivered personally to the party to whom notice is given, or if made by telecopy or e-mail directed to the party to whom notice is to be given at the telecopy number or e-mail address listed below, or (ii) at the earlier of actual receipt or the second business day following deposit in the United States mail, postage prepaid. Notices and other communications will be directed to the parties at the addresses shown below. A party may change its person designated to receive notice, its telecopy number, or its address from time to time by giving notice to the other parties in accordance with the procedures set forth in this Article.

CITY: City of Sacramento Lucinda Willcox, Program Manager 915 I Street, Room 2000 Sacramento, CA 95814 Phone: (916) 808-5052 Fax: (916) 808-8281 Email: [email protected] CADA: Capitol Area Development Authority Attn: Todd Leon, R Street Development Manager 1522 14th Street Sacramento, CA 95814-5958 Phone: (916) 323-1272 Fax: (916) 441-1804 Email: [email protected]

5 Page 19 of 120

mailto:[email protected]








15. GOVERNING LAW The laws of the State of California, the state in which the Agreement is signed, will govern the interpretation and enforcement of this Agreement. The parties will submit any disputes arising under this Agreement to a court of competent jurisdiction located in Sacramento, California. 16. SEVERABILITY If any term, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, the remainder of the Agreement will remain in effect. 17. AMBIGUITIES The parties have each carefully reviewed this Agreement and have agreed to each term of this Agreement. No ambiguity will be presumed to be construed against either party. 18. SURVIVAL The parties agree that their respective rights, duties, and obligations under any provision of this Agreement which by its terms imposes an obligation on the CITY or CADA that is continuing in nature will survive the expiration, cancellation or termination of this Agreement to the extent that such obligation remains unperformed as of the expiration or termination of this Agreement. 19. INTEGRATION This Agreement along with all attachments and exhibits attached hereto embodies the entire agreement between the parties with respect to the subject matter hereunder and no other understanding, whether verbal, written or otherwise, exists between the parties. 20. AUTHORITY Each of the signatories to this Agreement represents that he/she is authorized to sign the Agreement on behalf of such party and that all approvals, resolutions and consents which must be obtained to bind such party have been obtained that no further approvals, acts or consents are required to bind such party to this Agreement.

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The parties have entered into this Agreement as of the Effective Date set out above. CAPITOL AREA DEVELOPMENT AUTHORITY __________________________________________ By: Wendy Saunders Title: Executive Director Approved as to Form for CADA: ___________________________________________ By: CADA Legal Counsel CITY OF SACRAMENTO ____________________________________________ By: John Shirey Title: City Manager Approved as to Form for City: ________________________________________________ By: City Attorney

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EXHIBIT A

R Street Phase II Streetscape Improvements Project Scope of Work & Schedule

Scope of Work

The Scope of work includes Design and Environmental Services related to the construction of a new streetscape located in the City’s R Street Right-of-Way between 10th Street and 13th Streets. A Preliminary Design of the project indicates these items would be constructed as part of the Project.

1. Reconstruction of the entire R Street roadway from 16th Street to 18th Street. 2. New crosswalks and pedestrian oriented intersections at 16th, 17th, and 18th Streets. 3. Use of concrete roadway that preserves the R Street industrial aesthetic. 4. Addition of a 22 to 33 foot pedestrian sidewalk/plaza on the south side of the street. 5. Addition of an 8 foot sidewalk on the north side of the street. 6. Addition of new shade trees and decorative tree grates. 7. Use of the former railroad tracks, which will be exposed and used as a design aesthetic

down the street (a design feature continued from Phase I). 8. Installation of new drainage system (parts of the street never had drainage). 9. Installation of decorative, pedestrian oriented street lighting.

10. Preservation of historic elements (existing rail lines, cobble at the 17th & R Intersections).

11. Installation of streetscape amenities such as benches, bicycle racks, and signage. 12. Vehicular lanes shifted to the north to increase the pedestrian travel and parking on the

south side of the street. 13. Installation of new water lines and upgrade of existing storm water drainage pipes(not

part of grant request). Budget

1. The total construction budget for this project is $3,500,000

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EXHIBIT A Continued

Project Schedule June 2014 – Council Approval to Advertise Project August 2014 – Bid Opening September 2014 – Construction Award Approved October 2014 – Construction Begins

June – September 2015 - Construction Completed

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RESOLUTION NO. 14- _____

April 25, 2014

Adopted by the Capitol Area Development Authority

RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO A MEMORANDUM OF UNDERSTANDING OR OTHER WRITTEN DOCUMENTS

WITH THE CITY OF SACRAMENTO PERTAINING TO THE USE AND TRANSFER OF CADA FUNDS FOR THE R STREET PHASE II STREETSCAPE IMPROVEMENTS

PROJECT LOCATED ON R STREET BETWEEN 16TH AND 18TH STREETS

WHEREAS, the development of the R Street Corridor will enhance the Capitol Area development and furthers the objectives of the Capitol Area Plan; and the R Street Corridor Master Plan; and WHEREAS, the City of Sacramento prepared an Infrastructure Needs Assessment to identify infrastructure needs to support development consistent with the R Street Corridor Plan; and WHEREAS, the Capitol Area Development Authority developed an Urban Design Plan that included the development of streetscape and roadway improvements for R Street between 16th and 18th Streets; and WHEREAS, the Capitol Area Development Authority and the City of Sacramento jointly submitted a proposal for funding under SACOG Community Design Grant Program to fund the construction of the R Street Phase II Streetscape Improvements Project and were successful in obtaining funds in the amount of $2,700,000; and WHEREAS, the SACOG Community Design Grant Program requires matching funds; and WHEREAS, CADA and City staff have drafted an MOU describing their roles and responsibilities with respect to the Phase II Project, including CADA providing matching funds for the project subject to approval of the CADA Capital Investment Program Budget in fiscal year 2014-15 by the CADA Board. NOW, THEREFORE, BE IT RESOLVED, by the CADA Board of Directors that:

1. The Executive Director with the concurrence of the CADA Legal Counsel is authorized to enter into a Memorandum of Understanding(s) or other written documents with the City of Sacramento pertaining to the transfer and use of CADA funds and agency responsibilities for the R Street Phase II Streetscape Improvements project located on R Street between 16th and 18th Streets.

__________________________ Ann Bailey, Chair ATTEST: _____________________________ Sharon M. Bennett Secretary to the Board of Directors

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April 17, 2014 TO: Board of Directors SUBJECT: April 25, 2014, Board Meeting AGENDA ITEM 7 EAST END GATEWAY SITE 1 SIXTH AMENDMENT TO THE REVISED AND

RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT (NORTHWEST CORNER OF 16TH AND N STREETS)

CONTACT PERSON: Marc de la Vergne, Deputy Executive Director

RECOMMENDED ACTION Staff recommends that the Board adopt a resolution authorizing the Executive Director to execute a Sixth Amendment to the Revised and Restated Disposition and Development Agreement for East End Gateway Site 1 in order to approve the removal of NCRF Holdings, Inc. as a member of Developer and in order to approve Developer's assignment of the DDA to a special purpose entity. BACKGROUND On March 26, 2010, CADA and East End Gateway One, LLC (Developer) entered into a Disposition and Development Agreement (DDA). On July 12, 2011, CADA and the Developer executed a First Amendment to the DDA which adjusted the DDA Schedule of Performance to reflect delays in securing condominium reservations. On July 13, 2012, the Board approved the Revised and Restated DDA, which reflected changes to the project design and financing program, and a shift to an all-rental project. On October 26, 2012, the Board approved the First Amendment to the Revised and Restated DDA which revised the project unit count and preliminary design and inserted new exhibits to the DDA pertaining to easements on adjacent land owned by CADA. On February 22, 2013, the Board approved a Second Amendment to the Revised and Restated DDA reflecting a Developer partnership change and revising the DDA Schedule of Performance. On August 23, 2013, the Board authorized staff to enter into a Third Amendment to the Revised and Restated DDA to reflect the Developer’s desire to take advantage of 4% tax credit financing and incorporate 24 below market rate units into the project, and to reflect the Developer’s revised proforma, project schedule and project design. The DDA was executed on October 21, 2013. On October 25, the Board authorized staff to enter into a Fourth Amendment to the Revised and Restated DDA to reflect the project’s return to an all-market rate project the Developer’s increased equity contribution, and an increase in CADA’s tax increment contribution to the project.

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In December 2013, the Board authorized staff to enter into a Fifth Amendment to the Revised and Restated DDA to address the need for a SMUD utility easement, update the Schedule of Performance, and clarify the Conditions Precedent to Remediation. The amendment was executed on January 14, 2014. On March 31, 2014, the last of the parking tenants vacated the site and the Developer’s contractor fenced the site on April 1. On March 25, 2014, UrbanCore-Integral, LLC (UCI) and Nehemiah Community Reinvestment Fund Holdings, Inc. (NCRF), the two development partners of the development entity for the Warren project, East End Gateway One, LLC, agreed that UCI would buy out NCRF’s interest in the Warren project and assume full ownership of East End Gateway One, LLC. They are amending their operating agreement and have requested staff to seek Board approval of that action. On March 27, 2014, East West Bank completed its underwriting of the Warren project, including approving the GMP contract, in anticipation of the issuance of bonds to finance construction of the project. In March 2014, the Developer and CADA began preparations to transfer the site to the Developer, consistent with the DDA conditions precedent to commencement of the project. The Developer has requested Board approval of certain steps that must be taken in anticipation of that transfer, including creation of a Special Purpose Entity (SPE) to be the construction loan borrower and new Developer. On April 7, 2014 the Developer commenced its site preparation activities, starting with asbestos abatement. On April 8, 2014, the Developer secured a wrecking permit, which will allow demolition of the site and excavation down to a depth of 5 feet. ANALYSIS The Developer is preparing to close on its construction loan and for CADA to transfer title to East End Gateway Site 1 on or about June 1, 2014. To that end, the Developer has begun the process of forming a Special Purpose Entity, which is a legal entity being created to issue the construction bonds for the Warren project and to own the property following transfer of title from CADA. The SPE is being created at the request of the construction loan administrator, East West Bank, which will be the administer of the bond proceeds. Since an Integral entity is providing the construction loan guarantee, East West Bank is requiring that the borrower also be an Integral entity and have a certain level of net worth and liquidity. Integral’s financial strength was one of the key reasons why UrbanCore sought the Board’s approval in 2013 to add Integral Development, LLC into the project team as a member of the Developer entity, East End Gateway One, LLC. Since East End Gateway One, LLC is not an Integral owned and controlled entity, it does not have the net worth and liquidity required by the construction lender, and cannot serve as the SPE. Integral Development, LLC, will now be the construction loan guarantor for the project and a new Integral owned and controlled entity will be created as the borrower and Developer. Also, East End Gateway One, LLC is an existing entity that isn't "clean" in that it could have creditors or pledged interests that are unknown to the construction lender and thus, the construction lender wants a new and "clean" entity.

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The Special Purpose Entity’s structure is shown in the organization chart presented in Attachment 1, SPE Borrower Organizational Chart. It will be called “The Warren, LLC,” and will be owned and controlled by Integral Warren, LLC, also a new SPE, which in turn will be owned and controlled by an existing Integral entity, Integral Realty, LLC as the majority member, and Michael Johnson as a minority member. The Warren, LLC could have another member, a new project investor, whose participation in the project is being formalized now. Integral Realty, LLC is an entity controlled by Egbert Perry. He is the same individual that was the managing member/controlling party in UrbanCore-Integral, LLC, which is the current managing member of East End Gateway One, LLC. The construction loan which the Warren, LLC is securing through the issuance of bonds is being guaranteed by Integral Development, LLC. Integral Development, LLC consists solely of Egbert Perry who serves as manager of Integral Development, LLC. This is shown in Attachment 2, Guarantor Organizational Chart. Since the SPE will own the Warren and be the construction loan borrower, there is no need for East End Gateway One, LLC to continue to exist. East End Gateway One, LLC is the project developer and is the entity that has entered into the DDA with CADA for the Warren project. For that reason, the Developers are proposing that the DDA be assigned from East End Gateway One, LLC to the SPE. As part of that action, the Developer is also requesting that CADA authorize a change in the structure of East End Gateway One, LLC that needs to occur prior to the assignment. UCI and the Nehemiah Community Reinvestment Fund, which are the partners in East End Gateway One, LLC have agreed that UCI will assume full ownership of East End Gateway One, LLC. To that end, they have amended the operating agreement for East End Gateway One, LLC to reflect this change and have requested staff to seek Board approval of that change. Previously, UCI owned 66.67 percent of East End Gateway One and NCRF owned 33.33 percent. UCI and NCRF have spoken with CADA staff about this transition and have indicated that the transition is an entirely amicable arrangement, reflecting, in part NCRF’s desire at this point to deploy its capital for other development projects it is pursuing rather than making further capital investments in the Warren development. A further capital investment in the Warren would otherwise be required at this point in time. The amendment to the operating agreement for East End Gateway One, LLC is included as Attachment 3, “Assignment and Assumption Agreement.” This agreement would be fully executed after CADA approves NCRF’s withdrawal. Finally, the new SPE is contracting with UrbanCore-Integral, LLC to develop the project. As a member of UrbanCore-Integral, Michael Johnson will be receiving a developer fee for developing the project. The structure of UrbanCore-Integral is shown on Attachment 4, Developer Organizational Chart. Because the new SPE entities have not yet been created and their formation and operating documents not reviewed by staff or counsel, staff recommends Board consent to the assignment of the DDA from East End Gateway One, LLC to the new SPE upon the following conditions precedent prior to close of escrow: (1) the organization structure is the same as that set forth in Attachment 1, and (2) Authority's Executive Director has reviewed and approved all formation and operating documents of all of the entities listed in Attachment 1, 2 and 4, as well as that of any new investor member entity, in her reasonable discretion.

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POLICY ISSUES The proposed actions approvals by the CADA Board represent a change relative to the current Revised and Restated DDA. The Revised and Restated DDA must be amended accordingly. The proposed Sixth Amendment to the Revised and Restated DDA includes the proposed changes. It is attached to this staff report as Attachment 5. STRATEGIC PLAN The proposed action supports the accomplishment of three CADA Strategic Plan goals: 1) achieving maximum housing production, 2) sustaining a balance of diverse housing, and 3) creating a compelling urban neighborhood. FINANCIAL IMPACT There is no financial impact to CADA associated with the recommended action by the Board. ENVIRONMENTAL REVIEW The project’s environmental impacts have been studied previously and the project’s scope is not being changed by this action. CONTRACT AWARD CONSIDERATIONS The proposed action is not subject to the provisions of the CADA Contract Policy. Approved for transmittal to the Board: /s/ Wendy Saunders ________________________________ Wendy S. Saunders, Executive Director Attachments:

1. SPE Borrower Organizational Chart 2. Guarantor Organizational Chart 3. East End Gateway One, LLC Assignment and Assumption Agreement 4. Developer Organizational Chart 5. Draft Sixth Amendment to the Revised and Restated Disposition and Development

Agreement

1098160.4 10080-37

4 Page 28 of 120


SPE BORROWER ORGANIZATIONAL CHART

THE WARREN, LLC, a California limited liability company

SPE BORROWER

EGBERT L. J. PERRY, an individual

(MANAGER)

INTEGRAL WARREN, LLC, a Georgia limited liability company

MANAGING MEMBER

INTEGRAL REALTY, LLC, a Georgia limited liability company

99% MEMBER

ELJP REAL ESTATE, LLC, a Georgia limited liability company

MANAGER/MAJORITY OWNER


SOLE MANAGER

MICHAEL JOHNSON, an individual

1% MEMBER

TBD

INVESTOR MEMBER

Attachment 1

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GUARANTOR ORGANIZATIONAL CHART

INTEGRAL DEVELOPMENT LLC, a Georgia limited liability company

GUARANTOR


MANAGER

Attachment 2

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Attachment 3

Page 31 of 120

Page 32 of 120

Page 33 of 120

DEVELOPER ORGANIZATIONAL CHART

URBANCORE – INTEGRAL, LLC, a California limited liability company

DEVELOPER

URBANCORE DEVELOPMENT, LLC, a California limited liability company

MEMBER

MICHAEL JOHNSON, an individual

MEMBER

INTEGRAL DEVELOPMENT, LLC,

a Georgia limited liability company

MANAGING MEMBER


MANAGER

Attachment 4

Page 34 of 120

Attachment 5

SIXTH AMENDMENT TO REVISED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT

East End Gateway 1

This Sixth Amendment to Revised and Restated Disposition and Development Agreement

(“Sixth Amendment”) is executed as of April ______, 2014, by and between the Capitol Area Development Authority, a joint powers agency (“Authority”) and East End Gateway One, LLC, a California limited liability company (“Developer”).

RECITALS

A. On August 24, 2012, Authority and Developer entered into that certain Revised and Restated Disposition and Development Agreement (“DDA”) for the development of the Project.

B. On November 14, 2012, Authority and Developer entered into that certain First Amendment to DDA; on March 22, 2013, Authority and Developer entered into that certain Second Amendment to DDA; on October 21, 2013, Authority and Developer entered into that certain Third Amendment to DDA; on November 30, 2013, Authority and Developer entered into that certain Fourth Amendment to DDA; and on January 14, 2014, Authority and Developer entered into that certain Fifth Amendment to DDA (collectively, the "Prior Amendments").

C. Developer's construction lender has requested that Developer create a new special purpose entity to take title to the property and to be the borrower for the construction financing.

D. Developer and Authority, therefore, desire to further amend the DDA to remove NCRF Holdings, Inc. as a member of Developer, and to allow Developer to assign the DDA to a new special purpose entity. The organization structure of the new special purpose entity is set forth in Attachment 1, attached hereto and incorporated herein.

NOW, THEREFORE, in consideration of the mutual agreements herein set forth, and other valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree to amend the DDA as follows:

AGREEMENT

1. Capitalized Terms. Unless expressly described herein to the contrary, all capitalized terms shall have the meaning ascribed to such term in the DDA.

2. Removal of Developer Member. Authority consents to the removal of NCRF Holdings, Inc. as a member of Developer.

3. Assignment of DDA. Authority consents to the assignment of the DDA from East End Gateway One, LLC to a new special purpose entity upon the following conditions precedent prior to close of escrow: (1) the organization structure is the same as that set forth in Attachment 1, and (2) Authority's Executive Director has reviewed and approved all formation and operating

1097246.1 10080-37 1

Page 35 of 120

documents of all of the entities listed in Attachment 1 as well as that of any new investor member entity, in her reasonable discretion.

4. Miscellaneous.

4.1 No Other Amendments. Developer and Authority agree that there are no other amendments to the DDA other than the Prior Amendments and this Sixth Amendment, and that all other terms and conditions of the DDA are in full force and effect.

4.2 Conflict. In the event of conflict between the terms of the DDA, the Prior Amendments, and this Sixth Amendment, the parties intend that the terms contained in this Sixth Amendment shall control and prevail.

4.3 Counterparts. This Sixth Amendment may be executed in several counterparts, and may be delivered by facsimile or other means of electronic transmission, each of which shall be deemed an original.

IN WITNESS WHEREOF, Authority and Developer have executed this Sixth Amendment on

the day and year first above written.

AUTHORITY:

Capitol Area Development Authority, a joint powers agency By: ___

Wendy S. Saunders, Executive Director APPROVED AS TO FORM: By: ___

Authority’s Legal Counsel

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DEVELOPER: East End Gateway One, LLC, a California limited liability company UrbanCore-Integral, LLC,

a California limited liability company Its: Managing Member

UrbanCore Development, LLC, a California limited liability company Its: Member

By: _________________________________________ Michael E. Johnson, President & CEO

Integral Development, LLC, a Georgia limited liability company Its: Member

By: _________________________________________ Vicki Lundy Wilson, President

1097246.1 10080-37 3

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RESOLUTION NO. 14 - ___

April 25, 2014

Adopted by the Capitol Area Development Authority

APPROVING THE SIXTH AMENDMENT TO THE

REVISED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT (DDA) FOR EAST END GATEWAY 1 (NORTHWEST CORNER OF 16th AND N STREETS)

WHEREAS, the Capitol Area Development Authority ("CADA") and East End Gateway One, LLC entered into a Revised and Restated Disposition and Development Agreement on July 13, 2012, and five subsequent amendments (collectively, the "DDA") pertaining to the development of CADA East End Gateway Site 1; and WHEREAS, NCRF Holdings, Inc. and UrbanCore-Integral, LLC are the two members of East End Gateway One, LLC; and WHEREAS, NCRF Holdings, Inc. has reached an amicable agreement with UrbanCore-Integral, LLC to withdraw from East End Gateway One, LLC, and East End Gateway One, LLC has requested that the CADA Board approve this withdrawal; and WHEREAS, Developer is preparing to close on its construction financing on or about June 1, 2014, and desires to create a Special Purpose Entity (“SPE”) to borrow construction funds for development of the project and to take assignment of the obligations under the DDA; and WHEREAS, Developer's construction lender, East West Bank, prefers that the borrower be a new SPE entity controlled by Integral rather than current Developer entity East End Gateway One, LLC; and WHEREAS, the SPE will be called “The Warren, LLC” and will be owned and controlled by Integral Warren, LLC, also a new SPE, which in turn will be owned and controlled by an existing Integral entity, Integral Realty, LLC, as the majority member, and Michael Johnson as a minority member; and WHEREAS, the Developer will be UrbanCore-Integral, LLC under a contract with The Warren, LLC; and WHEREAS, Developer has requested that the CADA Board authorize it to assign the DDA to the SPE so that construction financing bonds can be issued by the SPE on or about June 1, 2014; and WHEREAS, the Revised and Restated DDA must be amended to reflect the removal of NCRF Holdings, Inc. as a member of developer and in order to approve developer's assignment of the DDA to the SPE; and

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WHEREAS, the Board has reviewed the draft Sixth Amendment to the DDA containing these changes. NOW, THEREFORE, BE IT RESOLVED, by the Capitol Area Development Authority that the Board of Directors hereby:

1. Approves the Sixth Amendment to the Revised and Restated DDA and authorizes the Executive Director to execute it.

_____________________________ Ann Bailey, Chair

ATTEST: ____________________________ Sharon M. Bennett Secretary to the Board of Directors

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April 11, 2014 TO: CADA Board of Directors SUBJECT: April 25, 2014, Board Meeting AGENDA ITEM 8 CLOSED SESSION CONTACT PERSON: None

A. CONFERENCE WITH REAL ESTATE NEGOTIATOR (Government Code 54956.8) Negotiators: Wendy S. Saunders Other Parties: Department of General Services, State of California

006-172-014; 006-172-015; 006-204-002; 006-204-003; 006-204-004; 006-204-005; 006-204-006; 006-206-023; 006-222-009; 006-222-010; 006-222-011; 006-222-019; 006-222-020; 006-222-021; 006-222-022; 006-222-023; 006-222-024; 006-223-002; 006-223-003; 006-223-004; 006-223-005; 006-223-006; 006-223-007; 006-223-008; 006-223-009; 006-223-010; 006-223-012; 006-224-007; 006-224-025; 006-224-027; 006-225-001; 006-226-024; 006-226-006; 006-226-007; 006-226-008; 006-226-009; 006-226-010; 006-231-024; 006-231-007; 006-231-023; 006-231-017; 006-231-018; 006-231-019; 006-231-020; 006-231-021; 006-231-022; 006-232-001; 006-232-018; 006-233-01; 006-233-27; 006-233-04; 006-233-05; 006-233-06; 006-233-07; 006-233-028; 006-233-014; 006-233-19; 006-233-23; 006-234-25; 006-234-26; 006-234-27; 006-234-16; 006-234-24; 006-281-005; 006-281-006; 006-281-007; 006-284-09; 006-284-010; 006-284-017; 006-293-018; 006-330-15; 006-330-14; 006-330-06; 006-330-11; 006-330-07; 006-330-01-03;006-350-051; 006-350-052

Under Negotiation: Price and terms of sale.

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April 11, 2014

TO: CADA Board of Directors SUBJECT: April 25, 2014, Board Meeting

AGENDA ITEM 9 STAFF REPORTS/UPDATES

CONTACT PERSON: As indicated on each item. Unless otherwise noted, oral reports will be provided by the following staff members: A. Sale of Development Ground Lease Properties Wendy Saunders B. Capitol Area Committee Update Wendy Saunders C. Downtown Sacramento Partnership Wendy Saunders D. Downtown Sacramento Revitalization Corporation Wendy Saunders E. Midtown Business Association Todd Leon F. Mercury Cleaners (Northeast Corner of 16th and O Streets) Marc de la Vergne G. The Warren - Site 1 (Northwest Corner of 16th and N Streets) Marc de la Vergne H. O Street Streetscape Marc de la Vergne I. Legado de Ravel – Sites 2 and 3 (Northwest and Southwest Corners of 16th and O Streets) Tom Kigar J. 16 Powerhouse - Site 4 (Southeast Corner of 16th and P Streets) Tom Kigar K. Site 9B (1610 17th Street) Tom Kigar L. WAL/B&G Building (11th/R Streets) Todd Leon M. 16th Street Streetscape Todd Leon N. Jefferson School (1619 N Street) Todd Leon O. Fremont Park Update Todd Leon P. R Street PBID Todd Leon Q. R Street Streetscape Phase II: Market Plaza Todd Leon R. R Street Streetscape Phase III and IV Todd Leon S. R Street Affordable Housing Todd Leon T. City Traffic Utility Box Art Project Todd Leon Approved for transmittal to the Board: /s/ Wendy Saunders ________________________________ Wendy S. Saunders, Executive Director

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April 11, 2014 TO: CADA Board of Directors SUBJECT: April 25, 2014, Board Meeting

AGENDA ITEM 10 - TRANSMITTALS CONTACT PERSON: As indicated on each item Transmittals submitted for the Board’s information and review. No Board action. A. Informal Ombudsman Report Merri Stutes B. Tax Allocation Bond Annual Report Noelle Mussen C. Development Construction Schedule Tom Kigar D. Loan and Grant Research Tom Kigar E. Apartment Status Report: March 2014 Diana Rutley F. CADA Affordable Housing Report: March 2014 Diana Rutley G. Commercial Listings/Vacancies: 1520 16th Street, Suite D Diana Rutley H. Commercial Leases: No Report Diana Rutley I. CADA Neighborhood Incident Report: March 2014 Merri Stutes J. Contracts Log: March 2014 Anna Marie Will K. Financial Report for Period Ending: March 31, 2014 Noelle Mussen L. City Treasurer Monthly Investment Report: February 2014 Noelle Mussen

Approved for transmittal to the Board: /s/ Wendy Saunders ________________________________ Wendy S. Saunders, Executive Director

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ITEM 10 (A)

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FA FRASER & ASSOCIATES

Redevelopment and Financial Consulting

225 Holmfirth Court Phone: (916) 791-8958

Roseville CA 95661 FAX: (916) 791-9234

ANNUAL REPORT

For 2013-14 Fiscal Year

2004 Tax Allocation Bonds

Series A&B

Capitol Area Development Authority

Capitol Area Redevelopment Project

March 2014

ITEM 10 (B)

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FA Fraser & Associates

Capitol Area Development Authority Page 1

Annual Report – 2013-14 March 2014

Section A - Introduction

In July 2004, the Capitol Area Development Authority (Authority) issued its Tax

Allocation Bonds, Series A&B (Bonds) in the amount of $12,260,000. As part of the

issuance of the Bonds, the Authority executed a Continuing Disclosure Certificate. The

Disclosure Certificate was executed and delivered by the Authority for the benefit of the

holders and beneficial owners of the bonds and in order to assist the Participating

Underwriters in complying with Securities and Exchange Commission Rule 15c2-

12(b)(5).

The Disclosure Certificate requires the Authority to file an Annual Report with each

National Repository and each State Repository (if any) no later than eight months after

the close of the fiscal year. The Annual Report must therefore be filed by March 31 of

each year. There are currently no State Repositories in California.

The Bonds are to be repaid from the tax increment revenues generated from the Capitol

Area Redevelopment Project (Project Area). The Project Area includes two sub-areas,

the Original Area and the R Street Area. As required in the Annual Report, certain

information has been shown separately for each area.

The Annual Report needs to contain or incorporate by reference the following financial

information or operating data:

(i) the total assessed valuation of secured and unsecured taxable properties in the

Original Area and in the R Street Area for the current fiscal year;

(ii) the total Tax Revenues derived from the Original Area in the preceding fiscal

year and the total Tax Revenues derived from the R Street Area in the

preceding fiscal year;

(iii) the amount of debt service coverage provided by total Tax Revenues derived

from the Project Area in the preceding fiscal year, based on debt service due in

the preceding fiscal year on the Bonds and all obligations issued on a parity

with the Bonds;

(iv) for each owner of property in the Original Area, the Tax Revenues from which

in the preceding fiscal year accounted for 10% or more of the total Tax

Revenues derived from the Original Area, the name of such property owner,

the total assessed value of such property, the total amount of Tax Revenues

derived from such property, and the resulting percentage they represent of Tax

Revenues derived from the Original Area; and

(v) for each owner of property in the R Street Area, the Tax Revenues from which

in the preceding fiscal year accounted for 10% or more of the total Tax

Page 45 of 120




Revenues derived from the R Street Area, the name of such property owner,

the total assessed value of such property, the total amount of Tax Revenues

derived from such property, and the resulting percentage they represent of Tax

Revenues derived from the R Street Area.

The Annual Report must also contain the Audited Financial Statements of the Authority

prepared in accordance with generally accepted accounting principles.

This Annual Report (Report) provides the required information for the Authority’s fiscal

year ending June 30, 2013 and includes data on annual tax increment revenues and

coverage on bond debt service for the 2012-13, 2013-14 and 2014-2015 fiscal years. The

balance of this Report shows the required financial information and operating data and

was provided by Fraser & Associates, the Authority’s redevelopment consultant. The

Audited Financial Statements have been submitted under separate cover. Capitalized

terms that are not defined herein have the meaning contained in the Indenture of Trust

authorizing the Bonds.

The value and revenue estimates contained in the following section of this Report are

based upon information and data which the Authority believes to be reasonable and

accurate. To a certain extent, the estimates of revenue are based on assumptions that are

subject to a degree of uncertainty and variation and therefore are not represented as

results that will actually be achieved. However, Fraser & Associates has conscientiously

prepared them for the Authority on the basis of our experience in the field of financial

analysis for redevelopment agencies.

Financial and Operating Data

This section of the Report includes the financial and operating data required to be

disclosed as part of the Annual Report.

Total Assessed Value - Current Year

Table 1 shows the current and historical taxable values of both the Original Area and the

R Street Area over the past five years. For the Original Area, taxable values have

increased from $223.9 million in 2009-10 to $231.0 million in 2013-14. The total

percentage change was 3 percent over the four year period, and the average annual

increase was 1 percent. For the R Street Area, taxable values have decreased from $152.3

million in 2009-10 to $132.5 million in 2013-14. The total percentage change was

negative 13 percent over the four year period. The average annual percentage change in

values was negative 3 percent.

Values declined in the Original Area by $1.6 million in 2013-14 due to reductions in

unsecured assessments for Comcast Cable ($8 million) and the CADA Apartment

assessments ($3.2 million). The unsecured value reductions were partially offset by

increases on the secured roll of $9 million, which were the result of partial Proposition 8

Page 46 of 120




reversals and the annual 2 percent inflation increase. Secured values in the R Street Area

dropped by $8 million due to appeals reductions that were granted to Hines REIT and

Chrystal Ice Venture.

Shown below is the land use breakdown by assessed values as of 2013-14:

LAND USE CATEGORY SUMMARY 2013-14

Taxable Percent of

Parcels Value Total

Original Area

Residential 317 $99,786,053 43.2%

Commercial 66 67,036,062 29.0%

Industrial 12 3,854,350 1.7%

Recreational 2 9,964,480 4.3%

Government 298 - 0.0%

Miscellaneous 2 1,790,815.00 0.8%

Vacant Land 16 4,583,778 2.0%

Total Secured 713 187,015,538 81.0%

Unsecured / SBE 43,985,443 19.0%

Grand Total $231,000,981 100%

R Street Area

Residential 17 $4,640,644 3.5%

Commercial 50 114,581,080 86.5%

Industrial 13 7,764,691 5.9%

Recreational 1 272,935 0.2%

Institutional 1 0 0.0%

Government 7 0 0.0%

Miscellaneous 2 88,538 0.1%

Vacant Land 18 620,575 0.5%

Total Secured 109 127,968,463 96.6%

Unsecured / SBE 4,543,002 3.4%

Grand Total $132,511,465 100%

Page 47 of 120




Prior Year and Projected Tax Revenues

Table 2 provides information on the 2012-13 actual taxable values and tax increment

revenues of the Original and R Street Area. The table also shows an estimate for 2013-

2014 and 2014-2015. The 2012-2013 and 2013-2014 values are actual values as provided

by Sacramento County.

On December 11, 2013 the SBE issued a letter showing that the annual inflation

adjustment for 2014-15 would be .454 percent, given the inflation rate shown in the

California Consumer Price Index (CCPI). Based on this, real property values in the

Project Area could increase by .454 percent in 2014-2015. Accordingly, for purposes of

the estimate on Table 2, real property values have been increased by this inflation factor

for 2014-15.

A number of counties in California, including Sacramento, have processed temporary

assessed value reductions for certain properties (Proposition 8 reductions) where the

assessed values exceeded the current market value of properties as of January 1, 2012

without prompting from individual taxpayers. Typically, the properties to be reviewed

for “automatic” reductions are single family homes and condominiums which transferred

ownership between 2003 and December 31, 2011. These reductions were triggered

because residential property values have decreased in the County. Sacramento County has

reduced values over the past several fiscal years for Proposition 8 reductions, as shown in

the table below.

Fiscal Year Original Area Reduction R Street Reduction

2008-09 -$14,401,441 0

2009-10 -$968,360 0

2010-11 0 0

2011-12 -$63,859 -$1,302,017

2012-13 -$459,746 -$1,546,262

Due to the rising market value of residential property in Sacramento County as of January

1, 2013, the Assessor has for the 2013-14 tax roll, begun to reverse some of the

reductions that were made pursuant to Proposition 8. Based on information from the

Assessor’s Office, the Proposition 8 value for 200,000 residential properties county-wide

were either partially or totally reversed. For the Original Area, a total of 136 residential

properties were increased by $3.3 million in 2013-14.

There are also outstanding assessment appeals in the Project Area. These are shown in

the table on the next page.

Page 48 of 120




Open Appeals

Applicants Potential

Original Roll Opinion Value

Assessee Value of Value Reduction

CADA Area

Sixteenth and O Street $2,264,044 $1,359,000 $905,044

Hines REIT 1515 S Street 10,335,624 4,500,000 5,835,624

Freemont /Downtown Sacramento 10,972,000 3,424,545 7,547,455

Scotti, Eric 1,785,433 810,000 975,433

R Street

Hines REIT 1515 S Street 43,207,328 20,400,000 22,807,328

James A. Kidd 5,339,473 0 5,339,473

Total 73,903,902 30,493,545 43,410,357

Actual tax increment for 2012-13 was $1,880,691 in the Original Area and $660,348 in

the R Street Area. In order to determine Tax Revenues (the amount pledged to bond

repayment), we have reduced the tax increment revenues of the Project Area for property

tax administrative fees. Tax Revenues for 2012-13 equaled $1,846,459 for the Original

Area and $647,562 for the R Street Area.

Tax Revenues and Coverage

Table 2 also provides information on Tax Revenues and coverage based on Annual Debt

Service for the Bonds. As shown on Table 2, Tax Revenues provided coverage at 292

percent of Annual Debt Service for 2012-13. For 2013-14, coverage is estimated at 310

percent.

Top Ten Assessees

The Top Ten Assessees in the Original Area are summarized on Table 3 and for the R

Street Area are shown on Table 4. The tables include the name of each major assessee,

the use of the property, the 2013-14 value of the assessee and the percentage each

represents to the total value of the Project Area for 2013-14. The taxable value for the

Top Ten Assessees represents 46.24 percent of the total value of the Original Area and

54.08 percent of the incremental value. For the R Street Area, the Top Ten Assessees

represent 83.29 percent of the total value and 162.86 percent of the incremental value.

Page 49 of 120

Table 1


Capitol Area Redevelopment Project Area

HISTORICAL TAXABLE VALUE

Total

Locally-Assessed Unsecured Total Percentage Incremental

Fiscal Year Secured Value Value Taxable Value Change Value (1)

Original Area

2013-14 $187,015,538 $43,985,443 $231,000,981 -1% $197,505,570

2012-13 178,016,260 54,631,051 232,647,311 -6% 197,701,341

2011-12 183,368,410 64,096,192 247,464,602 7% 197,701,341

2010-11 183,614,052 47,582,700 231,196,752 3% 197,701,341

2009-10 183,655,907 40,243,142 223,899,049 N/A 190,403,638

Total Percentage Change 3%

Average Percentage Change 1%

R Street Area

2013-14 $127,968,463 $4,543,002 $132,511,465 -6% $67,768,907

2012-13 135,345,440 4,892,590 140,238,030 -1% $75,495,472

2011-12 136,119,649 4,946,552 141,066,201 -7% $76,323,643

2010-11 147,129,904 4,838,732 151,968,636 0% $87,226,078

2009-10 147,499,861 4,838,732 152,338,593 N/A 87,596,035

Total Percentage Change -13%

Average Percentage Change -3%

(1) Taxable Value above base year value of $33,495,411 for the Original Area and $64,742,558 for the R Street Area.

Source: Sacramento County Assessors Office and Fraser & Associates

Fraser Associates

trend 1/22/2014

CADA TI Proj 13-14

Page 50 of 120

Table 2



TAX REVENUES AND COVERAGE

2012-13 Actual (1) 2013-14 Estimate (2) 2014-15 Estimate (3)

Category Original R Street Total Original R Street Total Original R Street Total

Total Assessed Values $232,647,311 $140,238,030 $372,885,341 $231,000,981 $132,511,465 $363,512,446 $235,267,362 $133,092,160 $368,359,521

Less: Base Year Value 33,495,411 64,742,558 98,237,969 33,495,411 64,742,558 98,237,969 33,495,411 64,742,558 98,237,969

Incremental Assessed Value 199,151,900 75,495,472 274,647,372 197,505,570 67,768,907 265,274,477 201,771,951 68,349,602 270,121,552

Tax Increment 1,815,376 654,240 2,469,616 1,975,000 678,000 2,653,000 2,018,000 683,000 2,701,000

Unitary Tax Increment 30,923 743 31,666 31,000 0 31,000 31,000 0 31,000

Supplemental Taxes 34,392 5,365 39,757 0 0 0 0 0 0

Total Tax Increment 1,880,691 660,348 2,541,039 2,006,000 678,000 2,684,000 2,049,000 683,000 2,732,000

Adjustments to Tax Revenue:

Property Tax Admin. Fees 34,232 12,786 47,018 34,000 13,000 47,000 34,000 13,000 47,000

Tax Revenue 1,846,459 647,562 2,494,021 1,972,000 665,000 2,637,000 2,015,000 670,000 2,685,000

Bond Debt Service 852,928 850,110 851,773

Coverage 292% 310% 315%

(1) Reflects actual receipts based on the records of the Agency for 2012-13

(2) Estimate based on actual incremental assessed values for 2013-14

(3) Projected to increase .454% for 2013-14.

Fraser Associates

coverage

CADA TI Proj 13-14

1/22/2014Page 51 of 120

Table 3



TEN MAJOR PROPERTY TAX ASSESSEES - ORIGINAL AREA

2013-14 %of %of

Assessee Type of Use Secured Unsecured Total (1) Value (2) Inc. Value (2)

1) Griffin Capital Investments LLC Commercial $28,560,000 $0 $28,560,000 12.36% 14.46%

2) Comcast of Sacramento II Cable company 0 19,711,025 19,711,025 8.53% 9.98%

3) 14th P Corporation Homestead Western Residential 17,502,985 0 17,502,985 7.58% 8.86%

4) Hines REIT 1515 S Street LP (3) Commercial 10,335,624 31,400 10,367,024 4.49% 5.25%

5) Fremont Downtown Sacramento Partners (3) Residential 10,192,970 0 10,192,970 4.41% 5.16%

6) Hofman Company Recreational 6,483,217 0 6,483,217 2.81% 3.28%

7) El Mirador Commercial 3,602,123 0 3,602,123 1.56% 1.82%

8) 1519 14th Street Unsecured 0 3,565,893 3,565,893 1.54% 1.81%

9) Sutter Club Recreational 3,481,263 13,443 3,494,706 1.51% 1.77%

10) Paragary Family Trust Commercial 3,308,901 15,364 3,324,265 1.44% 1.68%

Total Valuation 83,467,083 23,337,125 106,804,208 46.24% 54.08%

(1) Based on ownership of locally-assessed property.

(2) Based on 2013-14 Project Area taxable value of $231,000,981 and incremental value of $197,505,570.

(3) These owners each have outstanding assessment appeals.

Fraser Associates

TI Top Ten O

CADA TI Proj 13-14

1/22/2014

Page 52 of 120

Table 4



MAJOR PROPERTY TAX ASSESSEES - R STREET AREA

2013-14 %of %of

Assessee Type of Use Secured Unsecured Total (1) Value (2) Inc. Value (2)

1) Hines REIT 1515 S. Street LP (3) Commercial $43,207,328 $0 $43,207,328 32.61% 63.76%

2) Roseville Investment Company LLC Safeway Commercial 34,293,042 0 34,293,042 25.88% 50.60%

3) 13th and S Street Partners LP Commercial 11,004,380 0 11,004,380 8.30% 16.24%

4) Crystal Ice Venture Industrial 4,200,000 0 4,200,000 3.17% 6.20%

5) Select Commercial II Investors Commercial 3,900,000 0 3,900,000 2.94% 5.75%

6) Pacific Satellite Connection Commercial 3,565,887 0 3,565,887 2.69% 5.26%

7) John Justus Jean Reuter Craemer Trust Commercial 3,364,148 0 3,364,148 2.54% 4.96%

8) John Stricklin and Robert L. Matousek Commercial 2,763,694 0 2,763,694 2.09% 4.08%

9) 15th and R Devco LLC Commercial 2,404,748 0 2,404,748 1.81% 3.55%

10) Safeway Stores Inc. Grocery Store 0 1,663,531 1,663,531 1.26% 2.45%

Total Valuation 108,703,227 1,663,531 110,366,758 83.29% 162.86%

(1) Based on ownership of locally-assessed property.

(2) Based on 2013-14 Project Area taxable value of $132,511,465 and incremental value of $67,768,907.

(3) This owner has an outstanding assessment appeal.

Fraser Associates

TI Top Ten R St.

CADA TI Proj 13-14

1/22/2014

Page 53 of 120

ITEM 10 (C)

Page 54 of 120

April 10, 2014

TO: CADA Board of Directors SUBJECT: April 25, 2014 Board Meeting AGENDA ITEM 10 - STAFF REPORTS/UPDATES (D) STATUS REPORT ON RESEARCHING AND SECURING LOANS AND

GRANTS FOR CADA DEVELOPMENT PROJECTS CONTACT PERSON: Tom Kigar, Development Director Marc de la Vergne, Deputy Executive Director Todd Leon, R Street Development Manager Rachel Mercurio, Executive Assistant

This report covers activities undertaken through April 10, 2014. I. Conferences/ Training Attended

None

II. Consultant Fees

None Approved for transmittal to the Board: /s/ Wendy Saunders _____________________________ Wendy Saunders, Executive Director Attachments: Worksheet including The Warren, 16 Powerhouse, and R Street Improvements Phase

II

Page 55 of 120


ITEM 10 (D)

Loan and Grant ResearchApril 10, 2014

TBD

Conventional Construction Financing (Developer) $12,925,000 State Infrastructure Bank fund for Public Off-Site Improvements (CADA) $600,000

Total $13,525,000

SACOG Community Design Grant Program $2,700,000 CADA Provided Grant Match $800,000

Total $3,500,000 Update: SACOG approved funding on December 12, 2013.

Update: No Update.

The Warren (formerly known as East End Gateway Site 1)

16 Powerhouse (formerly known as East End Gateway Site 4)

R Street Streetscape Improvements Phase II

Update: Developer expects construction loan to close by June 1, at which point the site will transfer. Soil remediation and demolition to be funded out of developer equity, a CADA grant, and a US EPA soil cleanup grant.

Page 56 of 120

ITEM (E)

APARTMENT STATUS REPORT (Month-ending MARCH 28, 2014)

Current Month-

End

Previous Month-

End

Previous Month-

End

Current Year

Previous Year

Previous Year

Previous Years

CURRENT MONTH STATUS - OCCUPIED UNITS 3/28/14 2/28/14 3/29/13 2014 Mo. End Avg.

2013 Mo. Avg.

2012 Mo. Avg.

'04-'13 Mo. Avg.

Total Units 763 763 783 763 773 783 767Occupied 732 736 736 735 742 746 736Percentage Occupied* 98% 98% 97% 98% 97% 96% 96%Percentage Leased* 99% 99% 99% 99% 99% 98% 98%* adjusted for Unrentable units

CURRENT MONTH STATUS - VACANT UNITS 3/28/14 2/28/14 3/29/13 2014 Mo. End Avg.

2013 Mo. Avg.

2012 Mo. Avg.

'04-'13 Mo. Avg.

Vacant 31 27 47 28 32 37 31Vacant: Pre-leased 11 10 12 12 12 14 12Vacant: Unrentable (major repairs, temp tsf's) 14 10 24 11 10 4 3Vacant: Available to rent 6 7 11 5 9 19 16

CURRENT MONTH STATUS - ON NOTICE UNITS 3/28/14 2/28/14 3/29/13 2014 Mo. End Avg.

2013 Mo. Avg.

2012 Mo. Avg.

'04-'13 Mo. Avg.

On-Notice: To vacate within 30 days 18 21 17 19 21 22 21On-Notice: Pre-leased 11 12 3 10 6 4 4On-Notice: Unrentable 0 1 3 1 2 1 0On Notice: Available to rent 7 10 11 9 14 16 16Total Units Available to rent (Vacant & On Notice) 13 17 22 14 23 35 32

CURRENT MONTH ACTIVITY - TOTAL 3/28/14 2/28/14 3/29/13 2014 Mo. End Avg.

2013 Total

2012 Total

'04-'13 Yr. Avg.

Move-Outs / % of Total Units 22 13 48 7% 42% 38% 38%Move-Ins / % of Total Units 18 12 32 7% 38% 42% 38%New Rentals / % of Walk-in Traffic 19 21 40 62% 51% 41% 41%30-Day Notices received / % of Total Units 21 16 41 9% 43% 40% 40%Units brought to market / % of Move-Outs 25 12 32 102% 89% 104% 99%Rentals cancelled or denied / % of Rentals 8 6 4 25% 18% 16% 20%Notices cancelled / % of Notices Received 2 1 4 6% 4% 4% 5%CURRENT MONTH ACTIVITY - MOVE OUT REASONS

3/28/14 2/28/14 3/29/13 2014 Mo. End Avg.

2013 Total

2012 Total

'04-'13 Yr. Avg.

Asked to move by CADA 1 0 0 2% 2% 4% 5%Moving to a house/condo/mobile home 0 0 2 4% 7% 6% 12%Deceased 0 1 0 2% 3% 2% 3%Dissatisfied (unable to resolve) 1 2 2 5% 6% 5% 6%Employment/education related 4 2 2 22% 15% 17% 13%Financial or don't want lease or adtl lease $- June +) 2 1 7 13% 11% 10% 7%Illness/ health/ personal 2 0 2 5% 6% 7% 7%Moving out of the area 4 0 7 13% 14% 18% 23%Desire larger/smaller apt.(incl. change in hh size) 2 3 4 9% 9% 8% 8%Need amenity not offered / not currently available 2 1 1 7% 2% 4% 4%Moved with no notice/Unknown 0 0 0 0% 1% 2% 3%Transferred to another CADA apartment 4 3 21 18% 21% 15% 17%Other 0 0 0 0% 2% 2% 2%TOTAL 22 13 48 100% 100% 100% 100%Average length (years) of Occupancy: 2.3 2.6 2.3 2.3CURRENT MONTH ACTIVITY: ADVERTISING SOURCE OF WALK-IN TRAFFIC

3/28/14 2/28/14 3/29/13 2014 Mo. End Avg.

2013 Total

2012 Total

'04-'13 Yr. Avg.

Advertising: Sacramento Bee (thru Jan 2012) 1 1 0 2% 0% 0% 2%Advertising:Craigslist: 2010 to present. 1 0 0 1% 1% 3% 9%CADA Web-site 12 1 21 16% 20% 21% 25%Other website 1 0 7 1% 5% 2% 3%Other/CADA outreach 3 8 9 28% 5% 2% 2%Current CADA resident transfer (use tsf rental #) 5 5 21 14% 9% 4% 6%Lived in a CADA apartment before/res referral 2 2 5 4% 8% 9% 13%Referral from neighborhood employer or school 4 2 4 7% 7% 6% 6%Referral from housing program/wait list 0 0 0 0% 1% 0% 1%Signs 7 9 8 22% 32% 41% 31%Word of mouth 3 0 4 6% 12% 12% 9%TOTAL: 39 28 79 100% 100% 100% 100%% OF TRAFFIC WHO RENTED 49% 75% 51% 62% 51% 41% 41%Page 57 of 120

ITEM 10 (F)

CADA AFFORDABLE HOUSING STATISTICS: MARCH 28, 2014

CADA Rent-

Assisted

Other Assisted

Units

Total Assisted

Units

Market-Rate Units

Total Units

Scattered Site Units: 71 29 100 485 585Openings: 8

Special Management Units: 105 0 105 73 178Brannan Court 8 0 8 32 40

17th Street Commons 12 0 12 17 29

Somerset Parkside 25 0 25 1 26

Biele Place 34 0 34 1 35

Johnston House/Don Carlos 14 0 14 2 16Fremont/Wilshire 12 0 12 20 32

TOTAL CADA-MANAGED UNITS: 176 29 205 558 763CADA AFFORDABLE/MARKET %: 26.9%

CADA-DEVELOPED RENT ASSISTED UNITS

Tax Credit Other

Total Affordable

UnitsMarket Units

Total Units

Stanford Park Townhomes 0 0 0 50 50

1500 Q Street 0 2 2 4 6

The Inn Off Capitol Park 0 0 0 38 38

17th & O Streets 0 0 0 3 3

The Terraces 0 60 60 0 60

17th and N Streets 0 0 0 18 18

Delta Victorians 0 0 0 8 8

Wiese Townhomes 0 0 0 3 3

Admail Express Building 0 3 3 4 7

Governor's Terrace 0 0 0 44 44

Somerset Parkside Condominiums 0 0 0 75 75

Saratoga Townhomes 0 0 0 36 36

Fremont Building 0 11 11 58 69

Capitol Park Homes 0 12 12 52 64Fremont Mews 48 0 48 71 119

TOTAL CADA-DEVELOPED UNITS: 48 88 136 464 600DEV. AFFORDABLE/MARKET% 22.7%

CADA-MANAGED UNITS: 176 29 205 558 763CADA-DEVELOPED UNITS: 48 88 136 464 600TOTAL CADA UNITS: 224 117 341 1022 1363DEV. AFFORDABLE/MARKET% 25.0% 75.0% 100%

TOTAL CADA-MANAGED/DEVELOPED AFFORDABLE HOUSING UNITS

Page 58 of 120

ITEM 10 (G)

CAPITOL AREA DEVELOPMENT AUTHORITY

Commercial Listings & Vacancies

March 2014

Lease negotiations continue with University of Beer for the following vacant commercial space. The owner of that business assures staff he will sign the lease with the following terms by 5/1: 1520-30 16th Street, Suite D Square Feet: 680 (not including 86 s.f. bathroom) Proposed Rent: $1,000 (reduced from $1,200) Proposed Rent per Square Foot: $1.47 Type of space: Office Increases: 10% in year 2 and 3; cpi thereafter

Page 59 of 120

ITEM 10 (I)

Capitol Area Development Authority CADA Neighborhood Incident Report

March 2014 Residential break-ins, vandalism, theft, disturbances: • 3/06/14 - 1428-14th Street: Courtesy Patrol found an individual trying to camp out in the parking

lot. Courtesy patrol requested they leave the area, which they did without incident. • 3/12/14 - 1500-15th Street: Courtesy patrol received a call regarding an individual passed out near

the front door of the building. When the courtesy patrol arrived paramedics were already on the scene and took the individual to the hospital.

• 3/19/14 - 1500 N Street: Courtesy patrol found an individual sleeping in a parking space. Courtesy patrol requested that the individual leave the area, which they did without incident.

• 3/22/14 - 1327 O Street: Courtesy patrol received a call regarding an individual sleeping on the porch. Courtesy patrol arrived to find the police already there asking the individual to leave the area. The individual left without incident.

• 3/23/14 - 1500 N Street: Courtesy patrol found an individual camping in the courtyard area. Courtesy patrol requested that the individual leave the area and informed him that he cannot camp there. The individual left the area without incident.

• 3/24/14 - 1325-15th Street: Courtesy patrol found an individual sleeping at the entrance of the building. Courtesy patrol asked the individual to leave the area which he did without incident.

Commercial break-ins, vandalism, theft, disturbances: None Vehicle Break-ins/Vandalism/Theft: • 3/15/14 - 1320 N Street: A resident phoned courtesy patrol to report his bicycle was stolen. He

said the chain was cut and the bike taken in the hallway of the building. Recap of Phone Calls to Lyons Security Service during the month of March 2014: • There were 19 calls to Lyon’s Security during the month of March 2014: 10 calls were for noise

complaints; 1 call was to report someone going through the dumpster; 1 call was to report an individual passed out at a building; 1 call was to report someone charging their phone at a building; 1 call was to report someone loitering on the steps of a building; 2 calls were to report suspicious people at a property; 1 call was to report a vacant apartment door being ajar; 1 call was to report cigarette odor at a building; and 1 call was to report someone removing a handicapped sign from a property.

Page 60 of 120

ITEM 10 (J)

CAPITOL AREA DEVELOPMENT AUTHORITYFY 2013 - 2014

Contract Log as of 4/17/2014

Page 1 of 2

DATE CONTRACT NUMBER CONTRACTOR PROJECT LOCATION AMOUNT ESB Status

3/17/2014 C14-162 Janine Mapurunga Utility Box Art Wrap 16th & K Streets $500.00 N/A

3/17/2014 C14-163 Janine Mapurunga Utility Box Art Wrap 9th St & Capitol Ave. $500.00 N/A

3/17/2014 C14-164 Bryan Valenzuela Utility Box Art Wrap 8th & O Streets $500.00 N/A

3/17/2014 C14-165 Bryan Valenzuela Utility Box Art Wrap 7th St & Capitol Ave. $500.00 N/A

3/17/2014 C14-166 Julia Couzens Utility Box Art Wrap 12th & Q Streets $500.00 N/A

3/17/2014 C14-167 Melissa Uroff Utility Box Art Wrap 16th & J Streets $500.00 N/A

3/17/2014 C14-168 Elizabeth McLachlan Biele Place PNA 1421 15th Street $5,000.00 NONE

3/18/2014 C14-169 West Coast Bath & Shower Enclosure replacment 1003-2 Q Street $1,299.00 NONE

3/18/2014 C14-170 Ruffled Feathers Bird Control Bat Control 1320 N Street $1,800.00 State

3/18/2014 C14-171 Jim Piskoti Utility Box Art Wrap 8th St & Capitol Ave. $500.00 N/A

3/18/2014 C14-172 Brenda Louie Utility Box Art Wrap 7th & N Streets $500.00 N/A

3/20/2014 C14-173 Home Tech Remodeling, Inc. Window Replacement 1510 15th Street $36,800.00 State

3/20/2014 C14-174 Home Tech Remodeling, Inc. Window Replacement 1415 15th Street $36,300.00 State

3/21/2014 C14-175 Melissa Uroff Utility Box Art Wrap 6th St & Capital Ave. $500.00 N/A

3/21/2014 C14-176 Laura Caron Utility Box Art Wrap 5th St & Capitol Ave. $500.00 N/A

3/28/2014 C14-177 Urban Core, LLC The Warren - 16th &N Streets 16th & N Streets - The Warren N/A N/A

4/1/2014 C14-178 Karri Warner Utility Box Art Wrap 4th St & Capitol Ave. $500.00 N/A

4/2/2014 C14-179 Bob-Leon Countertops Countertop replacement 1317 O St. #1 $907.00 NONE

4/2/2014 C14-180 Advanced Integrated Pest Management, Inc. Termite Treatment 1636 O Street $770.00 State

Page 61 of 120

ITEM 10 (J)

CAPITOL AREA DEVELOPMENT AUTHORITYFY 2013 - 2014

Contract Log as of 4/17/2014

Page 2 of 2

DATE CONTRACT NUMBER CONTRACTOR PROJECT LOCATION AMOUNT ESB Status

4/2/2014 C14-181 Bob-Leon Countertops Countertop replacement 1500 N #307 $1,483.00 NONE

4/3/2014 C14-182 Paul Kearney, Inc. Trash Chute repair 1325 15th Street $4,999.00 NONE

4/4/2014 C14-183 MKS Masonry Brick Repointing 1506 O Street $4,500.00 NONE

4/7/2014 C14-184 Kerri Warner Utility Box Art Wrap 15th & J Streets $500.00 N/A

4/7/2014 C14-185 Donald Satterlee Utility Box Art Wrap 8th & N Streets $500.00 N/A

4/7/2014 C14-186 Kerri Warner Utility Box Art Wrap 4th St & Capitol Ave. $500.00 N/A

4/7/2014 C14-187 Erik Hosino Utility Box Art Wrap 8th St. & Capitol Ave. $500.00 N/A

Page 62 of 120

April 10, 2014 TO: CADA Board of Directors SUBJECT: April 25, 2014 Board Meeting AGENDA ITEM 10 - TRANSMITTALS (K) FINANCIAL REPORT FOR THE PERIOD ENDING MARCH 31, 2014 CONTACT PERSON: Noelle Mussen, Controller Enclosed, for the month ending March 31, 2014, is the General Operations (annual) and Capital Investment Program (CIP) (multi-year) financial report.

Annual YTD YTD Fav(Unfav)Budget Budget Actual Variance

GENERAL OPERATIONS (All Funds)Funding Sources 9,874,345$ 6,875,712$ 7,232,442$ 356,730$ Operations Expenses (9,929,714) (7,012,568) (6,358,215) 654,353 Operating results (55,369) (136,856) 874,227 1,011,083

Investment in Capital Investment Program (864,797) (577,118) (577,118) - Utilization of Financial Resources - Available Fund Balance 981,540 270,389 270,389 - - Contribution to Available Fund Balance (61,374) - - -

920,166 270,389 270,389 -

Net Results -$ (443,585)$ 567,498$ 1,011,083$

CAPITAL INVESTMENT PROGRAM Budget Actual RemainderDevelopment Program - General Fund Projects

Funding Sources 8,850,921 7,738,481 (1,112,440) Uses of Funds (8,850,921) (6,214,780) 2,636,141 Net Results -$ 1,523,701$ 1,523,701$

Bond Projects Only - Uses of Funds2004 Tax Allocation Bond Issue 7,219,709$ 5,766,272$ 1,453,437$

Major Construction Program - Uses of Funds

FY 11-12 CIP - General Fund Only 729,081$ 716,605$ 12,476$

FY 12-13 CIP - General Fund Only 618,000$ 405,654$ 212,346$

FY 13-14 CIP - General Fund 540,000 2,646 537,354 - Somerset Parkside 30,000 13,740 16,260 - Biele Place 82,000 6,023 75,977 - 17th Street Commons 38,000 - 38,000 - Johnston House/Don Carlos 15,000 - 15,000 - Fremont/Wilshire Apt 10,000 - 10,000

715,000$ 22,409$ 692,591$

Financial ResultsFor Month ending March 31, 2014

Page 63 of 120

Financial Report Synopsis Page 2

GENERAL OPERATIONS The results of General Operations through March 31, 2014 (Attachment A), show favorable budget variances – a total of $1,011,083 consisting of $356,730 of favorable variances in funding sources and $654,353 of favorable variances in operating expenses. The Funding Sources variance is a net favorable variance of $356,730. All Rental Revenue accounts (Parking, Residential, Commercial and Ground leases) with the exception of the Courtyard Event Revenue are above budget by a total of $129,659. Low Income Subsidy, Rental Vacancy Loss and Loss to Lease are above budget by a total of $133,381. There is a favorable variance of $34,478 in the Capital Area Tax Increment after the 1st installment in January and an unexpected supplemental payment received in August. Funding sources also reflects favorable variances in Other Investment Income with interest income of $27,334. General Operation Operating Expenses increases the overall favorable variance by $654,353. All major expense categories reflect favorable variances. The overall favorable variance is mostly due to the timing of expenses in the Outside Services, Maintenance & Repair, and Overhead categories ($195,397 in Outside Services, $152,059 Maintenance & Repair and $107,794 in Overhead). CAPITAL INVESTMENT PROGRAM (CIP) As a reminder, CIP programs are multi-year budgets reflecting the status of projects that are originally budgeted in a given fiscal year, but may take more than one fiscal year to complete. Because of budget restrictions relating to CADA’s Special Management Funds, only the FY 13-14 Major Construction CIP Program includes results for those funds. Development Projects Attachments B and B-1 provide the detailed results of CADA’s Development CIP program through March 31, 2014. Attachment B is presented in a highly condensed format, with Attachment B-1 providing significantly greater detail for active projects, on a project-by-project basis. This program consists of development projects specifically identified and budgeted for during fiscal years FY 04-05, FY 06-07, FY 07-08, FY 08-09, FY 09-10, FY 11-12, FY 12-13 and FY 13-14. $1,113,000 in budgeted Funding Sources has not yet been received. Of these funding sources, $230,000 represents General Operations contributions which will be funded upon receipt of tax increment installments. The remaining budget for Funding Sources relates to the grant proceeds of $198,000 to fund remediation of East End Gateway Site 1, and $762,000 for infrastructure improvements on 16th Street. These two grants are to be reimbursed to CADA after CADA advances funds for the required work. The remaining funding sources include Development fees that are in excess of the budget by $77,000. Approximately $2.6 million of the Uses of Funds remains unexpended. The majority of these uses of funds are budgeted for the following:

• For FY 04-05 projects, of the $236,000 in remaining budget, the majority is for project expenditures for the B&G building project at Capitol Lofts, including $110,000 grant for parking lot improvements and $21,000 for other project expenses. The remaining budget also includes general development expenses of $21,000 for Block 222 and $84,000 for miscellaneous R Street projects. Page 64 of 120


• For FY 06-07 projects, of the $325,000 in remaining budget, the majority is $209,000 for a

Remediation Reserve contribution and various project expenditures for Mercury Cleaners, with the remaining funding needed for general development expenses for Site 5 and traffic signal improvements at 15th and 16th Street, to be completed when the City secures the remaining funding needed.

• For FY 07-08, of the $986,000 in remaining budget, the majority is for R Street Streetscape Project funds to match $959,000 in City of Sacramento funds. $27,000 is budgeted for general development expenses for Site 21.

• For FY 08-09, of the $537,000 in remaining budget, the majority is for East End Gateway Site 1 for site improvements and remediation expenses of $462,000. The remaining budget is for general development expenses for the O Street Streetscape and R Street Affordable Housing projects.

• For FY 09-10 the $500,000 budget is for the 16th Street Streetscape project infrastructure improvements.

• The remaining projects include the Utility Box Art project, Jefferson School and the Street Light Improvement projects. The Art Box project has selected an artist for each utility box and is in the process of reviewing artist submissions. The Sacramento City Unified School District has decided to handle finding a developer for the site on its own, so CADA’s role in that project will be limited to monitoring and advocacy. The Street Light Improvement Project is in the early predevelopment phase.

Bond Projects Attachments C (combined) and C-1 (by project) reflect the status of 2004 Tax Allocation Bond proceeds that were available for investment by CADA in its CIP program. As of March 31, 2014, $1.45 million remains available, out of the $7.2 million in proceeds from the bond issue. Out of the $1.45 million, $121,000 has been designated for R Street Development and $29,000 for the Fremont Wilshire Apartments. At midyear, the board approved redirecting the East End Gateway Site 1 funds from this project to the undesignated funds category. Undesignated funds available of $1.3 million include $403,000 in taxable proceeds, $400,000 to taxable low/mod proceeds and $500,000 in tax exempt proceeds. Major Construction Projects Attachment D reports the status of active Major Construction CIP programs. The FY 11-12 Major Construction budget has been completed, so the remaining $12,476 will be reallocated to another budget in June. The FY 12-13 Major Construction budget has $212,346 remaining in open projects out of a total budget of $618,000. The FY 13-14 Major Construction budget has a total budget of $745,000. Contracts for the CADA Maintenance Warehouse roof project and the Carriage Pathway siding project have been awarded. * * * *

Page 65 of 120


Overall, CADA’s results of operations, both for General Operations and the multi-year project budgets, appear favorable. Approved for transmittal to the Board: /s/ Wendy Saunders /s/ Noelle Mussen __ __ Wendy S. Saunders, Executive Director Noelle Mussen, Controller Financial Report Enclosures:

Attachment A General Operations Attachment B CIP – Development Program Attachment B-1 CIP – Development Program by Project - Active FY 04-05, FY 06-07, FY 07-08, FY 08-09, FY 09-10, FY 11-12, FY 12-13 and FY 13-14 Attachment C CIP – Bond Program Attachment C-1 CIP – Bond Program by Project Attachment D CIP – Major Construction Program (including project type)

Page 66 of 120

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Capitol Area Development Authority (CADA)GENERAL OPERATIONS

From 7/1/2013 Through 3/31/2014

Attachement A

Budget-Annual YTD Budget YTD Year Actual YTD VarianceFUNDING SOURCES of General Operations Rental Income Parking 455,200 341,397 364,917 23,520 Ground Lease Revenue 212,760 159,570 185,742 26,172 Residential Rental Revenue 7,324,896 5,493,771 5,560,295 66,524 Commercial Rental Revenue 388,000 290,997 304,440 13,443 Coin Op Laundry Revenue 38,760 29,061 30,727 1,666 Courtyard Event Revnue 12,000 9,000 6,900 (2,100) Rental Vacancy Loss (439,787) (329,844) (254,771) 75,073 Low Income Subsidy (818,000) (613,485) (578,514) 34,971 Loss to Lease (220,400) (165,303) (141,966) 23,337 Forfeited Security Deposits 2,100 1,575 1,807 232 Bad Debt Recovery 500 378 570 192 Misc Current Svcs - Mgmt Fees 110,596 70,947 69,075 (1,872) Misc Current Svcs - Salaries 139,499 104,625 117,440 12,815 Total Rental Income 7,206,124 5,392,689 5,666,661 273,972 Tax Increment Revenue Tax Increment Revenue 2,450,000 1,347,500 1,381,978 34,478 Total Tax Increment Revenue 2,450,000 1,347,500 1,381,978 34,478 Other Government Agency Revenue Annuity (HCD) 3,722 - - - Annuity-Excess Program Pymts (3,912) - - - Total Other Government Agency Revenue (190) - - - Interest and Other Investment Income Interest Income on Investments with City 147,511 81,653 94,154 12,501 Interest Income Received 20,377 15,282 15,330 48 Interest Income-Reserve Allocation (3,620) (2,187) - 2,187 Interest Income - Pool A Tax Exempt 6,000 4,000 3,911 (89) Interest Income - Pool A Taxable Bond 10,000 6,664 13,012 6,348 Notes Receivable-Payments Received 9,993 7,497 7,448 (49) Total Interest and Other Investment Income 190,261 112,909 133,854 20,945 Miscellaneous Revenue Miscellaneous Income 22,150 16,614 43,948 27,334 Total Miscellaneous Revenue 22,150 16,614 43,948 27,334 Drawdowns from Reserves Development Reserve Drawdown for D&A 6,000 6,000 6,000 - Total Drawdowns from Reserves 6,000 6,000 6,000 - Total FUNDING SOURCES of General Operations 9,874,345 6,875,712 7,232,442 356,730

General Operations EXPENSE Employee Services & Benefits Special Management Salaries (154,691) (115,755) (128,834) (13,079) Salaries (2,179,000) (1,634,256) (1,607,004) 27,252 Employee Recognition (24,000) (18,000) (7,234) 10,766 Employee Appreciation (5,000) (3,753) (5,526) (1,773) Social Security/Medicare (32,200) (24,147) (12,784) 11,363 Cafeteria Plan (513,500) (387,247) (380,398) 6,849 Long Term Disability (33,700) (25,281) (24,610) 671 State Unemployment (16,000) (12,006) (17,675) (5,669) Workers Compensation (147,500) (117,000) (93,010) 23,990 Life & AD&D Insurance (1,600) (1,206) (963) 243

Page 67 of 120


From 7/1/2013 Through 3/31/2014

Attachement A

Budget-Annual YTD Budget YTD Year Actual YTD Variance PERS Retirement (336,000) (252,009) (237,079) 14,930 Post Retirement Health Benefit Contributions (232,000) - - - Employee Assist Program (EAP) (2,350) (1,764) (1,149) 615 Total Employee Services & Benefits (3,677,541) (2,592,424) (2,516,265) 76,159 Outside Services Prop Mgmt Marketing - Sp Mgmt Credit 3,132 2,349 2,349 - Marketing & Media (21,700) (16,272) (15,231) 1,041 Property Management Marketing (26,632) (19,971) (8,135) 11,836 Printing and Binding (5,000) (3,753) (1,934) 1,819 Blueprints and Photography (2,500) (1,872) (663) 1,209 Employment Rcruitment & Notices (2,000) (1,503) (1,050) 453 Construction Bid Advertisement (5,000) (3,753) (3,062) 691 Courtyard Management & Marketing (12,000) (9,000) (863) 8,137 Legal Services (129,250) (100,236) (100,465) (229) Accounting and Auditing (39,090) (39,090) (39,088) 2 Community Activities (25,000) (18,747) (7,227) 11,520 Document Storage & Destruction (8,000) (6,003) (1,931) 4,072 Network Administration Services (75,000) (56,250) (53,485) 2,765 Payroll Services (7,800) (5,850) (6,298) (448) Banking & Investment Fees (4,800) (3,600) (676) 2,924 Admin Other Professional Services (92,800) (64,944) (42,340) 22,604 Prop Mgmt Other Professional Services (8,000) (6,003) (8,222) (2,219) Asset Mgmt Other Professional Services (25,000) (18,747) (9,522) 9,225 Courtesy Patrol (125,584) (94,185) (70,857) 23,328 Courtesy Patrol-Sp Mgmt Credit 13,584 10,188 10,188 - Insurance - Special Management (80,000) - - - Insurance (246,000) (192,280) (194,948) (2,668) Self-Insured Losses (85,000) (76,244) 764 77,008 Project Banking Fees (14,000) (12,744) (14,000) (1,256) Admin Temporary Outside Svcs (1,000) (747) (358) 389 Temporary Outside Services (14,000) (10,503) (7,664) 2,839 Eng/Arch-Mechanical (2,500) (1,872) - 1,872 Eng/Arch-Structural (3,500) (2,628) - 2,628 Eng/Arch-Architectural (20,000) (15,003) (9,585) 5,418 Eng/Arch-Electrical (2,500) (1,872) - 1,872 Eng/Arch-Miscellaneous (10,000) (7,497) (8,291) (794) Legal - Dev Project Related (18,500) (12,336) (9,221) 3,115 D&A Other Professional Services (15,000) (13,247) (12,250) 997 D&A Miscellaneous Expense (7,000) (5,247) - 5,247 Total Outside Services (1,117,440) (809,462) (614,065) 195,397 Maintenance & Repair Emerg Relocation-Ops Related (3,000) (2,250) - 2,250 Operation Location Improvements (6,000) (4,500) (177) 4,323 Admin Office - General Maintenance (22,000) (16,497) (13,901) 2,596 Maint Office Janitorial (4,000) (2,997) (3,265) (268) Maint Office - General Maintenance (7,000) (5,247) (4,451) 796 Equipment Rental Expense (1,500) (1,125) (1,129) (4) Accessibility (8,000) (6,003) (6,665) (662) Construction Mitigation Expense (20,000) (10,000) (8,477) 1,523 Repair & Maint - Misc Residential (115,000) (86,256) (59,606) 26,650 Repair & Maint - Commercial (15,000) (11,250) (11,838) (588) Lndscape-Sp Mgmt Credit 11,028 8,271 8,271 -

Page 68 of 120


From 7/1/2013 Through 3/31/2014

Attachement A

Budget-Annual YTD Budget YTD Year Actual YTD Variance Toxic Abatement Program (5,000) (3,753) (104) 3,649 Travel-Fuel on CADA Vehicles (6,500) (4,878) (4,062) 816 Travel-Maint Staff Reimburse (6,000) (4,500) (3,679) 821 Travel-RSR Reimbursement (2,000) (1,503) (739) 764 Elevator/Bldg Phone & Monitor Service (2,300) (1,728) (1,130) 598 Service Contracts (659,056) (494,289) (393,667) 100,622 State Fire Marshal (10,000) (8,753) (789) 7,964 Permits and Fees (4,500) (3,375) (1,602) 1,773 Painting & Decorating (39,000) (29,259) (50,793) (21,534) Supplies (23,100) (17,334) (21,728) (4,394) Vehicle Repair and Maint (5,000) (3,753) (1,593) 2,160 Electrical Supplies (34,000) (25,497) (19,014) 6,483 Plumbing Supplies (42,000) (31,500) (33,156) (1,656) Prop Mgmt Furn & Appliances (40,000) (29,997) (14,152) 15,845 Building Supplies - Misc (50,000) (37,503) (34,144) 3,359 Clothing and Uniforms (4,500) (3,375) (3,315) 60 Maintenance Mach & Equip (28,000) (20,997) (12,992) 8,005 Operating Budget Major Repairs (19,000) (14,247) (24,139) (9,892) Total Maintenance & Repair (1,170,428) (874,095) (722,036) 152,059 Utilities Admin Office Utilities (25,000) (18,747) (18,447) 300 Maint Office Utilities (12,000) (9,000) (9,402) (402) Utilities-Garbage (78,168) (52,112) (31,849) 20,263 Utilities-SMUD/Electricity (165,450) (110,304) (82,982) 27,322 Utilities-PG&E/Gas (223,413) (148,976) (140,580) 8,396 Utilities-Water/Sewer (497,724) (323,816) (300,009) 23,807 Total Utilities (1,001,755) (662,955) (583,269) 79,686 Overhead Postage and Deliveries (7,000) (5,247) (3,678) 1,569 Telephone and Wireless Svcs (18,000) (13,500) (11,437) 2,063 Cellular Phone Service (27,000) (20,250) (17,184) 3,066 Internet Services (6,300) (4,725) (4,512) 213 Admin Bldg Rent (108,200) (81,153) (81,948) (795) Leased Facilities Rent (36,000) (27,000) (27,000) - Equipment Rental Expense (2,500) (1,872) (1,703) 169 Parking Program (1,500) (1,125) - 1,125 JPA Board Expenses (16,500) (12,375) (2,272) 10,103 Professional Organizations (17,000) (12,753) (7,820) 4,933 Subscriptions (1,500) (1,125) (785) 340 Education and Training (12,000) (9,000) (7,973) 1,027 Management Fee (110,596) (82,953) (69,075) 13,878 Transportation-Admin Staff (2,500) (1,872) (417) 1,455 Resident Relations (10,000) (7,488) (3,894) 3,594 Sp Mgmt Prop Taxes & Assessments (15,455) (4,300) (4,115) 185 Property Taxes & Assessments (106,598) (106,598) (71,565) 35,033 Hospitality (1,000) (747) (876) (129) Office Supplies - General (16,500) (12,375) (8,256) 4,119 Software (58,000) (43,497) (28,309) 15,188 Computer Hardware (35,000) (26,253) (16,972) 9,281 Admin Furn Mach & Equip (5,000) (3,753) (3,089) 664 Safety - General Admin (7,500) (5,625) (5,387) 238 Office Equipment Repair/Maint (19,000) (14,247) (13,771) 476

Page 69 of 120


From 7/1/2013 Through 3/31/2014

Attachement A

Budget-Annual YTD Budget YTD Year Actual YTD Variance General Contingency Provided (6,535) - - - Total Overhead (647,184) (499,833) (392,039) 107,794 Debt Service Debt Service Principal Paid (424,202) (371,074) (329,585) 41,489 Debt Interest Paid (334,267) (264,007) (262,240) 1,767 Bond Debt Svc-Principal Pd (255,001) (255,001) (255,000) 1 Bond Interest Paid (591,520) (591,520) (591,519) 1 Total Debt Service (1,604,990) (1,481,602) (1,438,344) 43,258 Contributions to Reserves Development Reserve Contribution (6,000) - - - Affordable Housing Reserve Contribution (99,777) - - - Equipment Replace Reserve Contribution (38,784) (29,088) (29,088) - Debt Retirement Reserve Contribution (10,815) (8,109) (8,109) - Acquisition Reserve Contribution (555,000) (55,000) (55,000) - Total Contributions to Reserves (710,376) (92,197) (92,197) - Total General Operations EXPENSE (9,929,714) (7,012,568) (6,358,215) 654,353

Inter-Fund Operation TRANSFERS Inter-Fund Operating TRANSFERS IN Operations Transfer from F 50-CAP Tax Incr 640,131 160,389 160,389 - Operations Transfer from F 51-CAP Set-Aside 195,663 131,049 131,049 - Operations Transfer from F60-RSt TI 102,500 76,878 76,878 - Operations Transfer from F 70-Afford Housing 30,370 - - - Total Inter-Fund Operating TRANSFERS IN 968,664 368,316 368,316 - Inter-Fund Operating TRANSFERS OUT Operations Transfer to F10-General (942,756) (364,581) (364,581) - Operations Transfer to F 37 - Biele (4,980) (3,735) (3,735) - Operations Transfer to F 39 - Johnston/Dcarlos (20,928) - - - Total Inter-Fund Operating TRANSFERS OUT (968,664) (368,316) (368,316) - Total Inter-Fund Operation TRANSFERS - - - - OPERATING RESULTS, before Capital Investment Program (55,369) (136,856) 874,227 1,011,083

CAPITAL INVESTMENT PROGRAM Investment in MAJOR CONSTRUCTION Program CIP Transfer to F10-General (365,218) (349,218) (349,218) - CIP Transfer to F37 - Biele Place (20,000) - - - CIP Transfer to F38 - 17th St. Commons (12,000) - - - CIP Transfer to F41 - Fremont/Wilshire (10,000) - - - Total Investment in MAJOR CONSTRUCTION Program (407,218) (349,218) (349,218) - Investment in DEVELOPMENT Program Dev Program TF to F 10 - General (457,579) (227,900) (227,900) - Total Investment in DEVELOPMENT Program (457,579) (227,900) (227,900) - Total CAPITAL INVESTMENT PROGRAM (864,797) (577,118) (577,118) -

UTILIZATION OF FINANCIAL RESOURCES Utilization of Available Fund Balance 981,541 270,389 270,389 - Contribution to Available Fund Balance (61,374) - - - Total UTILIZATION OF FINANCIAL RESOURCES 920,167 270,389 270,389 -

NET RESULTS OF GENERAL OPERATIONS - (443,585) 567,498 1,011,083

Page 70 of 120

Capitol Area Development Authority (CADA)

CIP - Development ProgramFrom 7/1/2004 Through 3/31/2014

General Fund - All ProjectsAttachment B

Date: 4/17/2014, 2:57 PM Page: 1

Annual Budget YTD Actual YTD Variance

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F10- General (44,629) (44,629) - Dev Program TF from F 50-CAP Tax Incr 1,942,667 1,807,667 (135,000) Dev Program TF from F60-R St Tax Incr 3,277,763 3,183,084 (94,679) Dev Program TF from F61-R St Set Aside 68,854 68,854 - Dev Program TF from F65-Series A Tax Exempt TAB 179,926 179,926 - Dev Program TF from F66-Series B Taxable TAB 410,849 410,849 -

Total For Development Program 5,835,430 5,605,750 (229,679)

Total General Operations Investment 5,835,430 5,605,750 (229,679) Other Sources From Development Program Interagency Devel Investment 45,972 45,972 - Development Fees 305,225 310,175 4,950 ENA Development Fees 616,573 688,573 72,000 Development Insurance Settlements 324,220 324,220 - Land Sales 64,000 64,000 - D&A Debt Proceeds 664,501 664,501 - D&A Grant Proceeds 995,000 35,289 (959,711)

Total From Development Program 3,015,491 2,132,730 (882,761)

Total Other Sources 3,015,491 2,132,730 (882,761)

Total CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES 8,850,921 7,738,481 (1,112,440)

CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - Building/Land Acquis (770,657) (770,657) - D&A - Site Improvements (542,711) (157,385) 385,326 D&A - RFP/RFQ Prep-Issuance (20,093) (2,093) 18,000 D&A - DDA Prep (164,784) (157,849) 6,935 D&A - ENA Prep (9,110) (4,110) 5,000 D&A Funding Research & Application Costs (40,575) (21,188) 19,387 D&A Engin/Architectural (14,540) (12,540) 2,000 D&A-Site Maintenance (78,519) (54,344) 24,175 D&A-Site Disposition (38,207) (24,049) 14,158 D&A Environmental Assessments (130,572) (119,695) 10,877 D&A Environmental Remediation (255,000) (26,706) 228,294 D&A Environmental-CEQA related (87,313) (86,406) 907 D&A-Offsite Infrastructure (3,664,117) (2,253,339) 1,410,778 Legal - Dev Project Related (518,922) (428,349) 90,573 D&A Project Financial Analysis (288,205) (253,350) 34,855 D&A - Building Relocation Expense (60,000) - 60,000 D&A Other Professional Services (708,596) (598,292) 110,304 D&A Miscellaneous Expense (307,961) (223,389) 84,572 D&A Project Grants Expense (761,039) (761,039) - Remediation Reserve Contribution (390,000) (260,000) 130,000

Total Development Program (8,850,921) (6,214,780) 2,636,141

Total CAPITAL INVESTMENT PROGRAM - USES OF FUNDS (8,850,921) (6,214,780) 2,636,141

CAPITAL INVESTMENT PROGRAM - Funding Sources, net of Uses - 1,523,701 1,523,701

Page 71 of 120

Capitol Area Development Authority (CADA)CIP - Development by Project

From 7/1/2004 Through 3/31/2014

By ProjectAttachment B-1

Budget Actual Variance

D05 - Development - FY 04/05D073-04 - Capitol Lofts - WAL

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F10- General (180,872) (180,872) - Dev Program TF from F 50-CAP Tax Incr 213,006 213,006 - Dev Program TF from F66-Series B Taxable TAB 91,200 91,200 -

Total For Development Program 123,334 123,334 -

Total General Operations Investment 123,334 123,334 - Other Sources From Development Program Development Fees 305,225 310,175 4,950 Development Insurance Settlements 324,220 324,220 -

Total From Development Program 629,445 634,395 4,950

Total Other Sources 629,445 634,395 4,950

Total CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES 752,779 757,729 4,950

CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - Site Improvements (110,000) - 110,000 D&A - DDA Prep (75,000) (74,812) 189 D&A Funding Research & Application Costs (4,000) (3,994) 6 D&A-Site Disposition (20,000) (19,178) 822 D&A Environmental Assessments (40,779) (40,487) 292 D&A Environmental-CEQA related (78,000) (77,093) 907 Legal - Dev Project Related (122,000) (121,898) 102 D&A Project Financial Analysis (9,000) (6,120) 2,880 D&A Other Professional Services (45,000) (41,794) 3,206 D&A Miscellaneous Expense (49,000) (36,504) 12,496 D&A Project Grants Expense (200,000) (200,000) -

Total Development Program (752,779) (621,880) 130,899

Total CAPITAL INVESTMENT PROGRAM - USES OF FUNDS (752,779) (621,880) 130,899

CAPITAL INVESTMENT PROGRAM - Funding Sources, net of Uses - 135,849 135,849

D05 - Development - FY 04/05D222-00 - Block 222

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F 50-CAP Tax Incr 105,155 105,155 - Dev Program TF from F66-Series B Taxable TAB 2,000 2,000 -


Total General Operations Investment 107,155 107,155 - Other Sources From Development Program Interagency Devel Investment 45,972 45,972 -

Total From Development Program 45,972 45,972 -

Total Other Sources 45,972 45,972 -

Total CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES 153,127 153,127 -

Page 72 of 120


From 7/1/2004 Through 3/31/2014



CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A Funding Research & Application Costs (5,000) - 5,000 Legal - Dev Project Related (22,000) (11,482) 10,518 D&A Project Financial Analysis (121,860) (121,860) 0 D&A Miscellaneous Expense (4,267) 733 5,000




D05 - Development - FY 04/05D231-02 - Site 2 East End Gateway

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F10- General 23,796 23,796 -


Total General Operations Investment 23,796 23,796 - Other Sources From Development Program ENA Development Fees 5,760 5,760 - D&A Debt Proceeds 225,965 225,965 -




CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - Building/Land Acquis (226,356) (226,356) - D&A - DDA Prep (1,207) (1,207) - D&A Engin/Architectural (250) (250) - D&A Environmental-CEQA related (21) (21) - Legal - Dev Project Related (26,720) (26,720) - D&A Miscellaneous Expense (967) (967) -

Total Development Program (255,521) (255,521) -

Total CAPITAL INVESTMENT PROGRAM - USES OF FUNDS (255,521) (255,521) -

CAPITAL INVESTMENT PROGRAM - Funding Sources, net of Uses - - -

Page 73 of 120


From 7/1/2004 Through 3/31/2014



D05 - Development - FY 04/05D231-03 - Site 3 East End Gateway

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F10- General 21,204 21,204 -


Total General Operations Investment 21,204 21,204 - Other Sources From Development Program ENA Development Fees 9,050 9,050 - D&A Debt Proceeds 438,536 438,536 -




CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - Building/Land Acquis (439,093) (439,093) - D&A - DDA Prep (1,207) (1,207) - D&A Engin/Architectural (250) (250) - D&A Environmental-CEQA related (21) (21) - Legal - Dev Project Related (26,025) (26,025) - D&A Miscellaneous Expense (2,193) (2,193) -

Total Development Program (468,790) (468,790) -

Total CAPITAL INVESTMENT PROGRAM - USES OF FUNDS (468,790) (468,790) -

CAPITAL INVESTMENT PROGRAM - Funding Sources, net of Uses - - -

D05 - Development - FY 04/05D901-00 - R Street Development

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F60-R St Tax Incr 414,146 414,146 - Dev Program TF from F61-R St Set Aside 40,854 40,854 -


Total General Operations Investment 455,000 455,000 -


CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A-Site Maintenance (20,000) (825) 19,175 Legal - Dev Project Related (50,000) (30,056) 19,944 D&A Project Financial Analysis (23,000) (16,530) 6,470 D&A Other Professional Services (276,000) (253,058) 22,942 D&A Miscellaneous Expense (86,000) (70,326) 15,674




Remaining, Uses of Funds for FY 04/05 Budgets 235,622

Page 74 of 120


From 7/1/2004 Through 3/31/2014



D07 - Development - FY 0607D231-02 - Site 2 East End Gateway

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F10- General 2,393 2,393 - Dev Program TF from F 50-CAP Tax Incr 7,969 7,969 -


Total General Operations Investment 10,362 10,362 - Other Sources From Development Program ENA Development Fees 108,882 143,882 35,000




CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - DDA Prep (3,146) (3,146) - D&A Funding Research & Application Costs (2,804) (2,804) - D&A-Site Maintenance (26,206) (26,206) - D&A-Site Disposition (1,174) (1,174) - D&A Environmental-CEQA related (188) (188) - Legal - Dev Project Related (17,593) (17,593) - D&A Project Financial Analysis (13,240) (13,240) - D&A Other Professional Services (19,452) (18,198) 1,254 D&A Miscellaneous Expense (35,441) (35,441) -




D07 - Development - FY 0607D231-03 - Site 3 East End Gateway

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F10- General 51,121 51,121 - Dev Program TF from F 50-CAP Tax Incr 290,426 290,426 - Dev Program TF from F65-Series A Tax Exempt TAB 42,616 42,616 - Dev Program TF from F66-Series B Taxable TAB 195,972 195,972 -






Page 75 of 120


From 7/1/2004 Through 3/31/2014



CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - DDA Prep (4,136) (4,136) - D&A Funding Research & Application Costs (2,402) (2,402) - D&A-Site Maintenance (27,314) (27,314) - D&A-Site Disposition (1,174) (1,174) - D&A Environmental-CEQA related (188) (188) - Legal - Dev Project Related (25,066) (25,066) - D&A Project Financial Analysis (13,240) (13,240) - D&A Other Professional Services (18,763) (17,959) 804 D&A Miscellaneous Expense (35,695) (35,695) - D&A Project Grants Expense (561,039) (561,039) -

Total Development Program (689,017) (688,212) 804

Total CAPITAL INVESTMENT PROGRAM - USES OF FUNDS (689,017) (688,212) 804


D07 - Development - FY 0607D233-01 - Mercury Cleaners

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F 50-CAP Tax Incr 550,102 415,102 (135,000) Dev Program TF from F66-Series B Taxable TAB 45,000 45,000 -

Total For Development Program 595,102 460,102 (135,000)

Total General Operations Investment 595,102 460,102 (135,000)

Total CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES 595,102 460,102 (135,000)

CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A-Site Maintenance (5,000) - 5,000 D&A Environmental Assessments (37,178) (37,178) - Legal - Dev Project Related (75,000) (42,082) 32,918 D&A Project Financial Analysis (13,980) (7,060) 6,920 D&A Other Professional Services (55,000) (33,186) 21,814 D&A Miscellaneous Expense (18,944) (7,901) 11,043 Remediation Reserve Contribution (390,000) (260,000) 130,000




D07 - Development - FY 0607D233-02 - EEG Site 5/6

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F 50-CAP Tax Incr 117,141 117,141 -




Page 76 of 120


From 7/1/2004 Through 3/31/2014



CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - RFP/RFQ Prep-Issuance (4,000) - 4,000 D&A - DDA Prep (10,700) (10,657) 43 D&A - ENA Prep (5,000) - 5,000 D&A Funding Research & Application Costs (8,000) (3,750) 4,250 D&A Engin/Architectural (8,000) (6,000) 2,000 D&A Environmental Assessments (19,000) (13,740) 5,260 Legal - Dev Project Related (26,500) (16,446) 10,054 D&A Project Financial Analysis (13,840) (8,840) 5,000 D&A Other Professional Services (17,000) (3,500) 13,500 D&A Miscellaneous Expense (5,101) (269) 4,831




D07 - Development - FY 0607D293-9B - Site 9B - 1610 17th

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F10- General 25,500 25,500 - Dev Program TF from F 50-CAP Tax Incr 41,208 41,208 -


Total General Operations Investment 66,708 66,708 - Other Sources From Development Program ENA Development Fees 2,000 2,000 - Land Sales 64,000 64,000 -




CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - Building/Land Acquis (105,208) (105,208) - D&A-Site Disposition (5,000) (1,024) 3,976 Legal - Dev Project Related (16,500) (15,666) 834 D&A Miscellaneous Expense (6,000) (3,993) 2,007




Page 77 of 120


From 7/1/2004 Through 3/31/2014



D07 - Development - FY 0607D907-01 - Traffic Signals Improvements

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F10- General 12,229 12,229 - Dev Program TF from F65-Series A Tax Exempt TAB 87,771 87,771 -




CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - Site Improvements (90,000) (45,262) 44,738 D&A Miscellaneous Expense (10,000) - 10,000





D08 - Development - FY 0708D223-01 - Site 21 (14th & N)





CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - RFP/RFQ Prep-Issuance (5,000) - 5,000 D&A Environmental Assessments (21,550) (21,510) 40 Legal - Dev Project Related (5,571) (571) 5,000 D&A Project Financial Analysis (2,000) - 2,000 D&A Other Professional Services (10,000) - 10,000 D&A Miscellaneous Expense (5,810) (810) 5,000




Page 78 of 120


From 7/1/2004 Through 3/31/2014



D08 - Development - FY 0708D901-01 - R Street Streetscape

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F60-R St Tax Incr 2,863,617 2,768,938 (94,679)

Total For Development Program 2,863,617 2,768,938 (94,679)

Total General Operations Investment 2,863,617 2,768,938 (94,679)

Total CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES 2,863,617 2,768,938 (94,679)

CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - Site Improvements (55,500) (28,110) 27,390 D&A-Offsite Infrastructure (2,808,117) (1,875,879) 932,238

Total Development Program (2,863,617) (1,903,989) 959,628

Total CAPITAL INVESTMENT PROGRAM - USES OF FUNDS (2,863,617) (1,903,989) 959,628



D09 - Development - FY 08/09D231-01B - Site 1 EEG



Total General Operations Investment 206,183 206,183 - Other Sources From Development Program ENA Development Fees 242,500 237,500 (5,000) D&A Grant Proceeds 200,000 1,834 (198,166)

Total From Development Program 442,500 239,334 (203,166)

Total Other Sources 442,500 239,334 (203,166)

Total CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES 648,683 445,517 (203,166)

CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - Site Improvements (150,000) (5,060) 144,940 D&A - RFP/RFQ Prep-Issuance (2,093) (2,093) - D&A - DDA Prep (40,000) (33,296) 6,704 D&A - ENA Prep (430) (430) - D&A Funding Research & Application Costs (3,369) (3,369) - D&A-Site Disposition (5,000) (750) 4,250 D&A Environmental Assessments (9,000) (3,715) 5,286 D&A Environmental Remediation (255,000) (26,706) 228,294 Legal - Dev Project Related (32,737) (33,393) (656) D&A Project Financial Analysis (37,720) (36,135) 1,585 D&A - Building Relocation Expense (60,000) - 60,000 D&A Other Professional Services (33,880) (30,985) 2,895 D&A Miscellaneous Expense (19,454) (10,681) 8,774




Page 79 of 120


From 7/1/2004 Through 3/31/2014



D09 - Development - FY 08/09D231-04B - Site 4 East End Gateway







CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - DDA Prep (29,387) (29,387) - D&A - ENA Prep (3,680) (3,680) - D&A Funding Research & Application Costs (1,000) (1,000) - D&A Engin/Architectural (6,040) (6,040) - D&A-Site Disposition (5,860) (750) 5,110 D&A Environmental Assessments (3,065) (3,065) - D&A Environmental-CEQA related (8,895) (8,895) - Legal - Dev Project Related (51,710) (51,710) - D&A Project Financial Analysis (30,325) (30,325) - D&A Other Professional Services (13,500) (12,500) 1,000 D&A Miscellaneous Expense (15,089) (14,799) 290




D09 - Development - FY 08/09D801-00 - O Street Streetscape

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F65-Series A Tax Exempt TAB 39,539 39,539 - Dev Program TF from F66-Series B Taxable TAB 36,672 36,672 -




CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - Site Improvements (62,211) (31,791) 30,420 D&A Funding Research & Application Costs (2,000) - 2,000 D&A Other Professional Services (11,000) - 11,000 D&A Miscellaneous Expense (1,000) - 1,000




Page 80 of 120


From 7/1/2004 Through 3/31/2014



D09 - Development - FY 08/09D803-00 - Fremont Park

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F 50-CAP Tax Incr 30,000 30,000 - Dev Program TF from F65-Series A Tax Exempt TAB 10,000 10,000 -




CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - Site Improvements (40,000) (35,862) 4,138




D09 - Development - FY 08/09D910-00 - R St Affordable Housing

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F61-R St Set Aside 28,000 28,000 -




CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program Legal - Dev Project Related (13,000) (8,317) 4,683 D&A Project Financial Analysis (10,000) - 10,000 D&A Miscellaneous Expense (5,000) - 5,000





D10 - Development - FY 09/10D804-00 - 16th Street Streetscape



Total General Operations Investment 277,000 277,000 - Other Sources From Development Program D&A Grant Proceeds 795,000 33,455 (761,545)

Total From Development Program 795,000 33,455 (761,545)

Total Other Sources 795,000 33,455 (761,545)

Total CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES 1,072,000 310,455 (761,545)

Page 81 of 120


From 7/1/2004 Through 3/31/2014



CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A Funding Research & Application Costs (10,000) (3,869) 6,131 D&A-Offsite Infrastructure (856,000) (377,460) 478,540 Legal - Dev Project Related (5,000) - 5,000 D&A Other Professional Services (194,000) (187,111) 6,889 D&A Miscellaneous Expense (7,000) (4,543) 2,457

Total Development Program (1,072,000) (572,983) 499,017

Total CAPITAL INVESTMENT PROGRAM - USES OF FUNDS (1,072,000) (572,983) 499,017

CAPITAL INVESTMENT PROGRAM - Funding Sources, net of Uses - (262,528) (262,528)

D12 - Development - FY 11/12D174-06 - Jefferson School





CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - RFP/RFQ Prep-Issuance (9,000) - 9,000 Legal - Dev Project Related (3,000) (1,323) 1,677 D&A Other Professional Services (15,000) - 15,000




D13 - Development - FY 12-13D805-00 - Street Lights Improvements

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F66-Series B Taxable TAB 3,500 3,500 -




CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A Funding Research & Application Costs (2,000) - 2,000 Legal - Dev Project Related (500) - 500 D&A Miscellaneous Expense (1,000) - 1,000

Total Development Program (3,500) - 3,500

Total CAPITAL INVESTMENT PROGRAM - USES OF FUNDS (3,500) - 3,500


D14 - Development - FY 13-14D806-00 - Utility Box Art





Page 82 of 120


From 7/1/2004 Through 3/31/2014



CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A - Site Improvements (35,000) (11,300) 23,700




All Projects - Funding Sources, net of Uses - 1,523,701 1,523,701

Page 83 of 120


CIP - Bond Projects Only From 7/1/2004 Through 3/31/2014

Concolidated Bond ProjectsAttachment C

Date: 4/17/2014, 2:58 PM Page: 1

Budget Actual Remainder Available

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Major Construction Program CIP Transfer from F65 - Series A Tax Exempt TAB 121,510.00 121,510.00 - Total For Major Construction Program 121,510.00 121,510.00 - For Development Program Dev Program TF from F65-Series A Tax Exempt TAB 1,494,874.00 1,494,874.00 - Dev Program TF from F66-Series B Taxable TAB 5,603,326.00 5,603,326.00 - Total For Development Program 7,098,200.00 7,098,200.00 - Total General Operations Investment 7,219,710.00 7,219,710.00 - Total CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES 7,219,710.00 7,219,710.00 -

CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Major Construction Program Major Construction/Improvements (318,510.00) (168,284.00) 150,226.00 Total Major Construction Program (318,510.00) (168,284.00) 150,226.00 Development Program Building/Land Acquisition (600,000.00) (600,000.00) - D&A-Offsite Infrastructure (518,020.00) (517,820.00) 200.00 D&A Miscellaneous Expense (1,303,011.00) - 1,303,011.00 D&A Project Grants Expense (1,782,661.00) (1,782,661.00) - D&A Developer Loan Funding (2,697,508.00) (2,697,508.00) - Total Development Program (6,901,200.00) (5,597,988.00) 1,303,211.00 Total CAPITAL INVESTMENT PROGRAM - USES OF FUNDS (7,219,710.00) (5,766,272.00) 1,453,437.00

CAPITAL INVESTMENT PROGRAM - Funding Sources, net of Uses - 1,453,437.00 1,453,437.00

Page 84 of 120


CIP - Bond Program by Project From 7/1/2004 Through 3/31/2014

By ProjectAttachment C-1


D000-00 - General Pre-Development

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F65-Series A Tax Exempt TAB 500,000 500,000 - Total For Development Program 500,000 500,000 - Total General Operations Investment 500,000 500,000 - Total CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES 500,000 500,000 -

CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A Miscellaneous Expense (500,000) - 500,000 Total Development Program (500,000) - 500,000 Total CAPITAL INVESTMENT PROGRAM - USES OF FUNDS (500,000) - 500,000


D901-02 - R Street Water Projects

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F65-Series A Tax Exempt TAB 86,422 86,422 - Total For Development Program 86,422 86,422 - Total General Operations Investment 86,422 86,422 - Total CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES 86,422 86,422 -

CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Development Program D&A-Offsite Infrastructure (86,422) (86,222) 200 Total Development Program (86,422) (86,222) 200 Total CAPITAL INVESTMENT PROGRAM - USES OF FUNDS (86,422) (86,222) 200

CAPITAL INVESTMENT PROGRAM - Funding Sources, net of Uses - 200 200

D901-00 - R Street Development

CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Major Construction Program CIP Transfer from F65 - Series A Tax Exempt TAB 121,510 121,510 - Total For Major Construction Program 121,510 121,510 - Total General Operations Investment 121,510 121,510 - Total CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES 121,510 121,510 -

CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Major Construction Program Major Construction/Improvements (121,510) - 121,510 Total Major Construction Program (121,510) - 121,510 Total CAPITAL INVESTMENT PROGRAM - USES OF FUNDS (121,510) - 121,510


Page 85 of 120


CIP - Bond Program by Project From 7/1/2004 Through 3/31/2014

By ProjectAttachment C-1



CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES General Operations Investment For Development Program Dev Program TF from F66-Series B Taxable TAB 402,492 402,492 - Total For Development Program 402,492 402,492 - Total General Operations Investment 402,492 402,492 - Total CAPITAL INVESTMENT PROGRAM - FUNDING SOURCES 402,492 402,492 -



C286-00 - Fremont/Wilshire Apt


CAPITAL INVESTMENT PROGRAM - USES OF FUNDS Major Construction Program Major Construction/Improvements (197,000) (168,284) 28,716 Total Major Construction Program (197,000) (168,284) 28,716 Total CAPITAL INVESTMENT PROGRAM - USES OF FUNDS (197,000) (168,284) 28,716






Funding Sources, Net Uses - All Bond Projects - 1,453,437 1,453,437

Page 86 of 120


CIP - Major ConsttructionFrom 7/1/2011 Through 3/31/2014

By SiteAttachment D

Annual Budget YTD Actual YTD Variance

CAPITAL INVESTMENT PROGRAM - USES OF FUNDS 10 General Fund C12 CIP FY 11-12 C172-14 1325 - 15th St., Park Mansion 015.7 HVAC Equipment (110,596) (110,596) - C226-24 1400-04 O St, Greentree/Carr Path 019.6 Structural Rehabilitation (184,193) (184,193) - C233-06 1616 N St, Grantwood 009.00 Finishes (36,826) (36,826) - 016.00 Electrical (270,314) (270,314) - C233-07 1622 N St, Shelly Arms 009.00 Finishes (21,256) (21,256) - C330-06 Goodyear, 1623-1625 10th St. 009.9 Finishes-Paint/Coatings (1,275) (1,275) - C888-88 General Major Construction 001.6 Energy Reduction/Sustainability (14,600) (14,600) - 002.7 Sitework-Pavement, Bases, etc (21,141) (21,141) - 019.1 Contingency (12,476) - 12,476 019.2 Accessibility (8,794) (8,794) - 019.3 Fire & Life Safety (29,735) (29,735) - 019.5 Commercial Tenant Improvements (17,876) (17,876) - Total General Fund - FY 11-12 (729,081) (716,605) 12,476

C13 CIP - FY 12-13 C172-14 1325 - 15th St., Park Mansion 002.00 Sitework (25,000) - 25,000 008.5 Windows (95,395) (95,395) - C172-15A 1317 - 15th St., Lombard 015.7 HVAC Equipment (55,000) (49,000) 6,000 C222-10 1506 13th St, McCafferty 019.6 Structural Rehabilitation (30,000) (3,800) 26,200 C222-11 1512 13th St 019.6 Structural Rehabilitation (45,000) - 45,000 C226-07 1420 O St 003.00 Concrete (15,000) - 15,000 C226-08 1500 15th St-Auslander 014.2 Elevators (23,984) (23,984) - C226-09 1510 15th St. 008.5 Windows (45,000) (36,800) 8,200 C226-10 1514 - 15th St. 008.5 Windows (36,300) (36,300) - C226-24 1400-04 O St, Greentree/Carr Path 019.6 Structural Rehabilitation (15,000) (14,993) 7 C232-01 1501 15th, Douger 016.00 Electrical (95,597) (95,597) - C233-07 1622 N St, Shelly Arms 014.00 Conveying Systems (2,758) (2,758) - C281-06 1216-18 P St. 006.2 Wood-Finish Carpentry (12,000) (6,729) 5,271

Page 87 of 120



By SiteAttachment D

Annual Budget YTD Actual YTD Variance C281-07 1220 P St, Deus 009.9 Finishes-Paint/Coatings (20,000) (14,968) 5,033 C888-88 General Major Construction 001.6 Energy Reduction/Sustainability (5,000) - 5,000 002.7 Sitework-Pavement, Bases, etc (20,000) (9,116) 10,884 019.1 Contingency (50,766) - 50,766 019.2 Accessibility (10,000) (160) 9,840 019.3 Fire & Life Safety (11,200) (15,455) (4,255) 019.5 Commercial Tenant Improvements (5,000) (600) 4,400 Total General Fund - FY 12-13 (618,000) (405,654) 212,346

C14 CIP - FY 13-14 C226-24 1400-04 O St, Greentree/Carr Path 019.5 Commercial Tenant Improvements (300,000) (1,786) 298,214 C233-23A Mercury Cleaners-1419 16th 002.00 Sitework (40,000) - 40,000 C360-01 701 S Street - Maintenance 007.5 Membrane Roofing (70,000) - 70,000 C888-88 General Major Construction 001.6 Energy Reduction/Sustainability (15,000) - 15,000 002.7 Sitework-Pavement, Bases, etc (20,000) - 20,000 019.1 Contingency (50,000) - 50,000 019.2 Accessibility (15,000) - 15,000 019.3 Fire & Life Safety (10,000) (460) 9,540 019.5 Commercial Tenant Improvements (20,000) - 20,000 Total General Fund - FY 13-14 (540,000) (2,646) 537,754

36 Somerset Parkside C14 CIP - FY 13-14 C330-00 1001-1035 Q, Somerset Parkside 000.00 Non Type (10,000) (13,740) (3,740) 002.9 Sitework-Planting/Rehab, etc. (20,000) - 20,000 Total Somerset Parkside (30,000) (13,740) 16,260

37 Biele Place C14 CIP - FY 13-14 C231-19 1421 15th St, Biele Place 000.00 Non Type (8,000) (6,023) 1,977 009.9 Finishes-Paint/Coatings (40,000) - 40,000 019.6 Structural Rehabilitation (34,000) - 34,000 Total Biele Place (82,000) (6,023) 75,977

38 17th Street Commons C14 CIP - FY 13-14 C234-27 17th Street Commons 015.7 HVAC Equipment (38,000) - 38,000 Total 17th Street Commons (38,000) - 38,000

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By SiteAttachment D

Annual Budget YTD Actual YTD Variance 39 Johnston House/Don Carlos Apts C14 CIP - FY 13-14 C232-18B 1506 O, Johnston House 019.1 Contingency (4,500) - 4,500 C232-18C 1510 O St, Don Carlos Apts 006.2 Wood-Finish Carpentry (10,500) - 10,500 Total Johnston House/Don Carlos Apts (15,000) - 15,000

41 Fremont/Wilshire Apts C14 CIP - FY 13-14 C286-00 Fremont/Wilshire Apt 008.5 Windows (10,000) - 10,000 Total Fremont/Wilshire Apts (10,000) - 10,000

CAPITAL INVESTMENT PROGRAM - Major Construction (2,062,081) (1,144,668) 917,813

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ITEM 10 (L)

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Documents

Board of Directors Ann Bailey, Chair AGENDA REGULAR MEETING … · 2014-04-18 · MINUTES OF REGULAR BOARD MEETING BOARD OF DIRECTORS CAPITOL AREA DEVELOPMENT AUTHORITY March 28,