Agenda packet, regular meeting — Fremont City Council, January 18, 2022

City Council Chambers
3300 Capitol Avenue
Fremont, CA

Fremont City Council

Lily Mei, Mayor
Raj Salwan, Vice Mayor
Teresa Keng, District 1
Rick Jones, District 2
Jenny Kassan, District 3
Yang Shao, District 4
Teresa Cox, District 6

City Staff

Karena Shackelford, City Manager
Debra Margolis, Interim City Attorney
Brian Stott, Assistant City Manager
Christina Briggs, Deputy City Manager

Allen DeMers, Human Resources Director
Susan Gauthier, City Clerk
Curtis Jacobson, Fire Chief
Hans Larsen, Public Works Director
David Persselin, Finance Director
Dan Schoenholz, Community Dev. Director
Suzanne Shenfil, Human Services Director
Sanford Taylor, Information Technology Director
Sean Washington, Chief of Police
Suzanne Wolf, Community Services Director

Fremont City Council
Agenda and Report
January 18, 2022

General Order of Business

1. Preliminary
• Call to Order
• Salute to the Flag
• Roll Call

2. Consent Agenda

3. Ceremonial Items

4. Public Communications

5. Scheduled Items
• Public Hearings
• Appeals
• Reports from Commissions, Boards and
Committees

6. Report from City Attorney

7. Other Business

8. Council Communications

9. Adjournment

IMPORTANT NOTICE REGARDING THE

CITY COUNCIL MEETING
This meeting is being conducted utilizing
teleconferencing and electronic means Pursuant to
Government Code Section 54953(e) (Assembly Bill
361), The live stream of the meeting may be viewed
on the City of Fremont’s website at
www.Fremont.gov/Channel27 , which also provides
a link to the live stream; or, on Comcast Channel 27.

Please note at this time, Channel 27 is only
available to Comcast cable subscribers. The public
may only view the meeting on television and/or
online and not in the Council Chamber.

Submission of Public Comments: For those wishing
to make public comments at the January 18, 2022
Council meeting, you may either: (1) submit your
comments by email prior to the meeting, or (2) by
Spoken Public Comment during the meeting. If you
experience technical problems with the telephonic
meeting, please contact the City Clerk’s Office at
(510)284-4060 or [email protected] .

See instructions on next page.

Agenda and Report - Fremont City Council Meeting - January 18, 2022

January 18, 2022 Fremont City Council Agenda Page 2
How to submit Public Communications / Public Comment by email prior to the meeting:

Send an email to [email protected] by 4:00 p.m. the day of the meeting. Please identify the agenda item number and meeting date in the subject line of your email or specify that it is not related to an agenda item. Emails will be compiled into files by agenda item number, distributed to the City Council and staff, and published in the City's Agenda Center on www.fremont.gov. If you wish to share an attachment/exhibit during a public comment portion of the zoom meeting, submit the pdf formatted document(s) to the email above by the noted deadline. Use the “raise hand” feature to request to speak. When called upon by the Mayor, City staff can share the document(s) while you are speaking during the time allotted.

Electronic comments on agenda items for the City Council meeting may only be submitted by email. Comments via text and social media (Facebook, Twitter, etc.) will not be accepted.

How to provide Spoken Public Comment during the meeting:
1) By phone 833-430-0037 (toll free). Webinar ID: 927 4599 1086. Click *9 to raise a hand to speak. 2) By online https://zoom.us/j/92745991086
a. Use a current, up-to-date browser: Chrome 30+, Firefox 27+, Microsoft Edge 12+, Safari 7+. Certain functionality may be disabled in older browsers including Internet Explorer. Mute all other audio before speaking. Using multiple devices can cause an audio feedback. b. Enter an email address and name. The name will be visible online and will be used to notify you that it is your turn to speak.
c. When the Mayor calls for the item on which you wish to speak, click on “raise hand.” Speakers will be notified shortly before they are called to speak.
d. When called, please limit your remarks to the time limit allotted.

If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act, or if you do not have access to email or the internet, please contact The City Clerk’s Office at (510)284-4060 or [email protected] prior to the meeting for assistance.

Order of Discussion
Generally, the order of discussion after introduction of an item by the Mayor will include comments and information by staff followed by City Council questions and inquiries. The applicant, or their authorized representative, or interested citizens, may they speak on the item; each speaker may only speak once to each item. At the close of public discussion, the item will be considered by the City Council and action taken. Items on the agenda may be moved from the order listed.

Consent Calendar
Items on the Consent Calendar are considered to be routine by the City Council and will be enacted by one motion and one vote. There will be no separate discussion of these items unless a Councilmember or citizen so requests, in which case the item will be removed from the Consent Calendar and considered separately.

Additionally, other items without a “Request to Address the City Council” card in opposition may be added to the consent calendar. The City Attorney will read the title of ordinances to be adopted.

Oral Communications
Any person desiring to speak on a matter which is not scheduled on this agenda may do so under the Oral Communications section of Public Communications. Please submit your speaker card to the City Clerk prior to the commencement of Oral communications. Only those who have submitted cards prior to the beginning of Oral Communications will be permitted to speak. Please be aware the California Government Code prohibits the City Council from taking any immediate action on an item which does not appear on the agenda, unless the item meets stringent statutory requirements. The Mayor will limit the length of your presentation (see instructions on speaker card) and each speaker may only speak once on each agenda item.

The City Council Agendas may be accessed by computer at the following World Wide Web Address:
www.fremont.gov

Availability of Public Records
All disclosable public records relating to an open session item on this agenda that are distributed by the City to all or a majority of the City Council less than 72 hours prior to the meeting will be available for public inspection in specifically labeled binders located in the lobby of Fremont City Hall, 3300 Capitol Avenue during normal business hours, at the time the records are distributed to the City Council.

Information about the City or items scheduled on the Agenda and Report may be referred to:

Address: City Clerk
City of Fremont
3300 Capitol Avenue, Bldg. A
Fremont, California 94538
Telephone: (510) 284-4060

Your interest in the conduct of our City’s business is appreciated.

January 18, 2022 Fremont City Council Agenda Page 3
Agenda
Fremont City Council Regular Meeting
January 18, 2022
City Council Chambers, 3300 Capitol Avenue, Building A
7:00 PM

1. Preliminary
A. Call to Order
B. Salute the Flag
C. Roll Call
D. Announcements by Mayor / City Manager

2. Consent Calendar
Items on the Consent Calendar are considered to be routine by the City Council and will be enacted by one motion and one vote. There will be no separate discussion of these items unless a Councilmember or citizen so requests, in which event the item will be removed from the Consent Calendar and considered separately. Additionally, other items without a “Request to Address Council” card in opposition may be added to the consent calendar. The City Attorney will read the title of ordinances to be adopted.

A. Motion To: Waive Further Reading of Proposed Ordinances (This permits reading the title only in lieu of reciting the entire text.) B. Approval of Minutes - None.

C. TRANSPORTATION SERVICES FOR OLDER ADULTS AND PEOPLE WITH DISABILITIES (RIDE-ON TRI-CITY!) – Authorization to Amend the Agreement with MV Public Transportation, Inc. for Wheelchair Accessible Van Services and Making Finding of CEQA Exemption
Contact Persons:

Name: Shawn Fong Suzanne Shenfil
Title: Paratransit Program Manager Director
Dept: Human Services Department Human Services Department Phone: 510-574-2033 510-574-2051
E-Mail: [email protected] [email protected]

RECOMMENDATION: Authorize the City Manager or her designee to execute an amendment to the agreement with MV Public Transportation, Inc., to continue wheelchair accessible van services for the period from January 1, 2022 to June 30, 2022, with a not to exceed compensation of $650,000 for FY 2021/22 services.

January 18, 2022 Fremont City Council Agenda Page 4
D. SERVICE AGREEMENT FOR PRINTING AND DELIVERY OF THE CITY OF FREMONT NEWSLETTER - Authorize the City Manager to Execute an Agreement with FolgerGraphics Inc., in an amount not to exceed $155,070
Contact Persons:

Name: Cheryl Golden Geneva Bosques
Title: Communications Manager Director of Communications and Legislative Affairs
Dept: City Manager's Office City Manager's Office
Phone: 510-284-4025 510-284-4094
E-Mail: [email protected] [email protected]

RECOMMENDATION: Authorize the City Manager or designee to execute a service agreement with FolgerGraphics, Inc. to provide printing and delivery of the City of Fremont Newsletter for an approximately five-year term with a total not to exceed compensation of $155,070.

3. Ceremonial Items - None.

4. Public Communications
A. Oral and Written Communications

INDUSTRIAL DEVELOPMENT AUTHORITY - None.

PUBLIC FINANCING AUTHORITY - None.

CONSIDERATION OF ITEMS REMOVED FROM

CONSENT CALENDAR

5. Scheduled Items - None.

6. Report from City Attorney - None.

7. Other Business
A. APPLICATION FOR STATE HOMEKEY ROUND 2 FUNDING - Authorize Staff to Partner with Shangri-La Industries, LLC and Step Up On Second Street, Inc. on an Application for Funding Under the State Homekey Round 2 Program to Acquire, Rehabilitate and Operate a Supportive Services Affordable Housing Project at 46101 Research Avenue (Currently the Motel 6)
Contact Persons:

Name: Dan Schoenholz Suzanne Shenfil
Title: Community Development Director Director
Dept: Community Development Human Services Department
Phone: 510-494-4438 510-574-2051
E-Mail: [email protected] [email protected]

January 18, 2022 Fremont City Council Agenda Page 5
RECOMMENDATIONS:

1. Adopt a Resolution authorizing the submittal of a Homekey Round 2 application to the California Department of Housing and Community Development (HCD), with the City as the lead applicant and Shangri La Industries and Step Up as co-applicants, in the amount not to exceed $40,200,000 and making findings of CEQA exemption.

2. Approve a funding commitment and allocation for a Homekey Project in the City of Fremont to be acquired, rehabilitated and owned by Shangri La Industries, in the amount not to exceed $6,738,805 from the City's Affordable Housing Fund (Fund 196); and $2,590,000 from the secured funding sources, including $750,000 in CDBG funds, $1.25 million in LMI funds, $400,000 in PLHA funds and $190,000 in CARES Act funding as described in the report.

3. Authorize the City Manager or her designee to execute a MOU with Shangri-La Industries and Step Up on Second Street, Inc., memorializing roles and responsibilities.

4. Authorize the City Manager or her designee to execute agreement(s) and/or implementing documents with Shangri La Industries and Step Up on Second Street, Inc. to effectuate the implementation of a Homekey project in the City of Fremont.

5. Authorize the City Manager or her designee to execute a funding agreement and other implementing documents with the State of California Department of Housing and Community Development.

8. Council Communications
A. Council Referrals - None.

B. Oral Reports on Meetings and Events

9. Adjournment
January 18, 2022 Fremont City Council Agenda Page 6
January 18, 2022 Fremont City Council Agenda Page 7

ACRONYMS

ABAG Association of Bay Area Governments GIS Geographic Information System ACE Altamont Commuter Express GPA General Plan Amendment ACFCD Alameda County Flood Control District HARB Historical Architectural Review Board ACTC Alameda County Transportation
Commission
HBA Home Builders Association
HRC Human Relations Commission
ACWD Alameda County Water District ICMA International City/County Management Association ARB Art Review Board
BAAQMD

BART
Bay Area Air Quality Management
District
Bay Area Rapid Transit District
JPA Joint Powers Authority
LLMD Lighting and Landscaping Maintenance
District
BCDC Bay Conservation & Development
Commission
LOCC League of California Cities
LOS Level of Service
BMPs Best Management Practices MOU Memorandum of Understanding BMR Below Market Rate MTC Metropolitan Transportation
Commission
CALPERS California Public Employees’ Retirement
System
NEPA
NLC
National Environmental Policy Act
National League of Cities
CBC
CDD
California Building Code
Community Development Department
NPDES National Pollutant Discharge Elimination
System
CC & R’s Covenants, Conditions & Restrictions NPO Neighborhood Preservation Ordinance CDBG Community Development Block Grant PC Planning Commission CEQA California Environmental Quality Act PD Planned District CERT Community Emergency Response Team PDA Priority Development Area CIP Capital Improvement Program PUC Public Utilities Commission CNG Compressed Natural Gas PVAW Private Vehicle Accessway COF City of Fremont PWC Public Works Contract
COPPS Community Oriented Policing and Public
Safety
RFP Request for Proposals
RFQ Request for Qualifications
CSAC California State Association of Counties RHNA Regional Housing Needs Allocation CTC California Transportation Commission ROP Regional Occupational Program dB Decibel RRIDRO Residential Rent Increase Dispute
Resolution Ordinance DEIR Draft Environmental Impact Report DU/AC Dwelling Units per Acre RWQCB Regional Water Quality Control Board EBRPD East Bay Regional Park District SACNET

Southern Alameda County Narcotics
Enforcement Task Force EDAC Economic Development Advisory Commission (City)
EIR
EIS
Environmental Impact Report (CEQA)
Environmental Impact Statement
STIP State Transportation Improvement
Program

ERAF
(NEPA)
Education Revenue Augmentation Fund
TCRDF Tri-Cities Recycling and Disposal Facility
TOD Transit Oriented Development
EVAW
FAR
Emergency Vehicle Accessway
Floor Area Ratio
TS/MRF Transfer Station/Materials Recovery
Facility
FEMA Federal Emergency Management Agency UBC See CBC
FFD Fremont Fire Department VTA Santa Clara Valley Transportation Authority
FMC Fremont Municipal Code WMA Waste Management Authority FPD Fremont Police Department
FRC Family Resource Center ZA Zoning Administrator
FUSD Fremont Unified School District ZTA Zoning Text Amendment

January 18, 2022 Fremont City Council Agenda Page 8

UPCOMING MEETING AND CHANNEL 27

BROADCAST SCHEDULE
Date Time Meeting Type Location
Cable
Channel
27 January 18, 2022 7:00 p.m. City Council Meeting Council Chambers Live
January 25, 2022 5:30 p.m. CC/FUSD Liaison Committee
Meeting TBD Live
January 25, 2022 No 7 PM City Council Meeting
(4th Tuesday)
February 1, 2022 *CANCELLED*
Monday,
February 7, 2022 5:30 p.m. Joint City Council/FUSD
Meeting FUSD Live
February 8, 2022 7:00 p.m. City Council Meeting Council Chambers Live
February 15, 2022 7:00 p.m. City Council Meeting Council Chambers Live
February 22, 2022 5:30 p.m. CC/FUSD Liaison Committee
Meeting TBD Live
February 22, 2022 No 7 PM City Council Meeting
(4th Tuesday)
March 1, 2022 7:00 p.m. City Council Meeting Council
Chambers Live
March 8, 2022 7:00 p.m. City Council Meeting Council
Chambers Live
March 15, 2022 7:00 p.m. City Council Meeting Council
Chambers Live
March 22, 2022 5:30 p.m. CC/FUSD Liaison Committee
Meeting TBD Live
March 22, 2022 No 7 PM City Council Meeting
(4th Tuesday)
March 29, 2022 No 7 PM City Council Meeting
(5th Tuesday)
April 5, 2022 7:00 p.m. City Council Meeting Council
Chambers Live
April 12, 2022 7:00 p.m. City Council Meeting Council
Chambers Live
April 19, 2022 7:00 p.m. City Council Meeting Council
Chambers Live
April 26, 2022 5:30 p.m. CC/FUSD Liaison Committee
Meeting TBD Live
April 26, 2022 No 7 PM City Council
Meeting (4th Tuesday)

Fremont City Council Meeting: 01/18/22 07:00 PM
3300 Capitol Avenue Div/Dept: Human Services Department Fremont, CA 94538 Category: Agreements and Contracts

SCHEDULED
Sponsors:

STAFF REPORT (ID # 4526) DOC ID: 4526 A
Updated: 1/6/2022 3:17 PM by Susan Gauthier A Page 1

TRANSPORTATION SERVICES FOR OLDER ADULTS AND PEOPLE WITH DISABILITIES (RIDE-ON TRI-CITY!) – Authorization to Amend the Agreement with MV Public Transportation, Inc. for Wheelchair Accessible Van Services and Making Finding of CEQA Exemption
Contact Persons:

Name: Shawn Fong Suzanne Shenfil
Title: Paratransit Program Manager Director
Div/Dept: Human Services Department Human Services Department Phone: 510-574-2033 510-574-2051
E-Mail: [email protected] [email protected]

Executive Summary: The City of Fremont has been providing a wide array of transportation services for older adults and people with disabilities living in the Tri -City area.

As the needs of our community have changed, the City has developed new ways to address transportation service gaps and to ensure that seniors and people with disabilities have access to reliable and affordable modes of transportation to get to doctor’s appointments, grocery shop, run errands and engage in social and recreational activities that are essential to a high quality of life. The City’s program, known as Ride-On Tri-City!, currently provides subsidized rides on wheelchair accessible vans, taxis and ride-hailing services. These services continue to be the foundation of the City’s transportation service in FY 2021/22.

Staff recommends the City Council authorize the City Manager to execute a $250,000 amendment to the service agreement with MV Public Transportation, Inc., to continue wheelchair accessible van services from January 1, 2022 through June 30, 2022.

BACKGROUND: The Alameda County Transportation Commission (Alameda CTC) administers Measures B and BB, the Alameda County transportation sales tax that provides direct local distribution payments to cities to implement special transportation services for seniors and people with disabilities. The City’s Ride-On Tri-City! Program is entirely funded through Measure B and BB funding.

MV Transportation, Inc. has been the City’s wheelchair accessible van service provider since July 1, 2015. Through MV Transportation, the City provides door-to-door, wheelchair- accessible transportation services for seniors and people with disabilities who are registered with the City’s transportation program. Rides are primarily reserved in advance; there is limited same-day ride availability at present. Wheelchair accessible rides are available within the Tri-City area, seven days a week, from 8 am to 6pm. Program participants pay $4 per ride. The subsidized portion of the ride is determined by the amount of time the vehicle is in service for a given ride and is paid for using the City’s Measure B Paratransit funding (Fund 178). The agreement with MV Public Transportation expired on December 31, 2021.

DISCUSSION/ANALYSIS: The City’s bid process for selecting a transportation vendor for the next contract period has been delayed due to COVID-19 and factors related to service coordination with Union City and Newark. The request to extend the contract with MV Public Transportation, Inc. will allow the City to appropriately plan for wheelchair accessible van

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services for the next 3-5 years; a bid process will be initiated in the next 2 months to select a transportation vendor to provide services under a new contract beginning July 1, 2022.

FISCAL IMPACT: There is no fiscal impact on the City’s General Fund. Program costs and project staffing for all components of Ride-On Tri-City!, including the Wheelchair Accessible Van service, are funded through Measure B/BB direct local distribution funding. The City of Fremont also receives reimbursement for transportation services provided to Newark and Union City as specified in the yearly Task Orders to the Joint Powers Agreements that the City of Fremont has executed with each city.

As part of the FY 2021/22 Adopted Budget, City Council appropriated sufficient funds ($650,000) in the Measure B Paratransit Fund (Fund 178) for Ride-On Tri-City! Wheelchair Accessible Van services. The City’s service agreement with MV Public Transportation, Inc. for services for the first half of FY 2021/22 was for $400,000. The proposed $250,000 amendment will extend the agreement through June 30, 2022, with a new total not to exceed amount of $650,000.

ENVIRONMENTAL REVIEW: These actions are not subject to review under the California Environmental Quality Act (CEQA) pursuant to, without limitation, CEQA Guidelines section 15378 (b)(2), (3) and/or (4) and/or section 15061 ,as it can be seen with certainty that these activities will not have a significant effect on the environment. Each of the foregoing provides a separate and independent basis for CEQA exemption.

ATTACHMENTS: None.

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Fremont City Council Meeting: 01/18/22 07:00 PM
3300 Capitol Avenue Div/Dept: City Manager's Office
Fremont, CA 94538 Category: Agreements and Contracts

SCHEDULED
Sponsors:

STAFF REPORT (ID # 4528) DOC ID: 4528
Updated: 1/13/2022 5:44 PM by Susan Gauthier Page 1

SERVICE AGREEMENT FOR PRINTING AND DELIVERY OF THE CITY OF FREMONT NEWSLETTER - Authorize the City Manager to Execute an Agreement with FolgerGraphics Inc., in an amount not to exceed $155,070 Contact Persons:

Name: Cheryl Golden Geneva Bosques
Title: Communications Manager Director of Communications and Legislative Affairs
Div/Dept: City Manager's Office City Manager's Office
Phone: 510-284-4025 510-284-4094
E-Mail: [email protected] [email protected]

Executive Summary: The purpose of this report is to approve and authorize the City Manager to execute a service agreement for printing and delivery of the City of Fremont newsletter with FolgerGraphics, Inc. for an approximately five-year term at $17,230 for the first year and $34,460 per fiscal year for the remaining four years for a total of $155,070.

BACKGROUND: The City Manager’s Office produces a printed City Newsletter, titled “City News” that is delivered to all Fremont households to keep residents informed about what programs, services, and events are offered throughout the year. This newsletter includes, but is not limited to, three to four newsletters per fiscal year. The newsletters range between 4 to 16 pages in length and approximately 81,000 total copies are printed per cycle and mailed or distributed at City facilities.

DISCUSSION/ANALYSIS: A Request for Proposals (RFP#22-005) for printing and delivery of the City of Fremont Newsletter was publicly advertised on October 1, 2021.

On Wednesday, October 20, 2021, the City received two proposals in response to RFP #22-005. An evaluation occurred consisting of City staff that rated the proposals using the criteria included in the RFP. The criteria weighed (1) Qualifications, (2) Schedule of Billing Rates, (3) Proposer Responsiveness, and (4) Samples Provided. For Qualifications, Proposer Responsiveness, and Samples Provided, both responders were closely matched; however, billing rates for FolgerGraphics, Inc. were considerably less in the Schedule of Billing Rates category. Based on the overall results, it was determined that FolgerGraphics, Inc. is the most qualified responder.

The proposed term of the agreement is for the remainder of the current fiscal year and the following four fiscal years, approximately five years total. Upon execution, the total not to exceed amount will be $155,070. The not-to-exceed amount for the first partial year would be $17,230, and $34,460 for each subsequent fiscal year.

FISCAL IMPACT: Funding for the printing and delivery of the City of Fremont Newsletter was included in the Fiscal Year 2021/22 Adopted Operating Budget.

ENVIRONMENTAL REVIEW: The proposed action is exempt from and not subject to review under the California Environmental Quality Act (CEQA) because, without limitation, it is not a “project” as defined in CEQA Guidelines Section 15378(b)(2) and/or 15378(b)(5)

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and it has no possibility of a significant effect on the environment, as specified in CEQA Guidelines Section 15061(b)(3), each as a separate and independent basis for CEQA compliance.

ATTACHMENTS: None.

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Fremont City Council Meeting: 01/18/22 07:00 PM
3300 Capitol Avenue Div/Dept: Community Development
Fremont, CA 94538 Category: Affordable Housing

SCHEDULED
Sponsors:

STAFF REPORT (ID # 4514) DOC ID: 4514 A
Updated: 1/13/2022 5:56 PM by Susan Gauthier A Page 1
APPLICATION FOR STATE HOMEKEY ROUND 2 FUNDING - Authorize Staff to Partner with Shangri-La Industries, LLC and Step Up On Second Street, Inc. on an Application for Funding Under the State Homekey Round 2 Program to Acquire, Rehabilitate and Operate a Supportive Services Affordable Housing Project at 46101 Research Avenue (Currently the Motel 6)
Contact Persons:

Name: Dan Schoenholz Suzanne Shenfil
Title: Community Development Director Director
Div/Dept: Community Development Human Services Department Phone: 510-494-4438 510-574-2051
E-Mail: [email protected] [email protected]

Executive Summary: Staff is recommending that the City Council authorize the submittal of a $40.2 million Homekey Round 2 application to the State of California Housin g and Community Development Department (HCD) for the conversion of Motel 6 at 46101 Research Avenue to permanent affordable housing. The number of units would range from 152 to 156 depending on the actual space needed to accommodate property management and supportive services. Staff is also recommending that Council authorize staff to enter into a Memorandum of Understanding (MOU) with Shangri-La Industries, LLC (SLI) and Step Up on Second Street, Inc., (Step Up) that delineates the roles and responsibilit ies of each party.

BACKGROUND:

Homelessness Identified as a Top Council Priority: On September 18, 2018, the City Council declared a shelter crisis due to the significant number of persons in Fremont without the ability to obtain shelter, resulting in a threat to their health and safety. Since the declaration of the shelter crisis, the City has pursued numerous strategies to provide resources and shelter to unhoused residents. These efforts have included the adoption of ordinances to allow faith-based organizations to provide temporary shelter or Safe Parking within their facilities, roll-out of the CleanStart Mobile Hygiene Program, the expansion of the Winter Warming Center into a Winter Shelter and now a Winter Relief program, the creation of the temporary Islander Motel shelter program, and the opening of the Housing Navigation Center.

Homeless Statistics in Fremont: The 2019 Alameda County EveryOne Home Point-in- Time Count found that 608 people in Fremont were experiencing homelessness, a 27% overall increase when compared to the 2017 Count. Of those counted in 2019, 485 were unsheltered, meaning they resided in places not meant for human habitation, like vehicles or tents outside, a 72% increase when compared to the 2017 Count. The 2019 Count also found the number of sheltered individuals had decreased by 38%, which indicates a loss in shelter.

Since 2019, shelter and affordable housing resources have not kept pace with the need of people seeking them. Although the bi-annual Count did not occur in 2021, homelessness in

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Fremont has likely increased because of the continued insufficient shelter and housing resources, coupled with the overall impacts of the COVID-19 pandemic on income and employment. The next Point-in-Time Count is scheduled for February 2022, with data expected in the spring of 2022.

Response to COVID-19 and the Homeless

In March 2020, the State established Project Roomkey. Hotel and motel rooms were quickly secured for vulnerable homeless persons (seniors 65+ and/or those suffering from chronic illness), providing a way for those who didn't have a home to stay inside to prevent the spread of COVID. Project Roomkey also provided non-congregate shelter options for people needing to quarantine or recuperate from COVID helping to minimize the strain on the health care system.

Building on the success of Project Roomkey, on June 30, 2020, the Governor announced Homekey as the next phase of a COVID-19 response to protect homeless Californians.

Homekey is an opportunity for state, regional, and local public entities to develop a broad range of housing types, including but not limited to hotels, motels, into permanent or interim housing for the chronically homeless population.

Homekey Round 1: In 2020, the State issued a Notice of Funding Availability (NOFA) for Project Homekey Round 1. Over $800 million in funding was provided for 94 projects that resulted in over 6,000 units of affordable housing.

Homekey Round 2: Based on the success of Round 1, the State included $1.45 billion in the FY 2021/22 budget for Homekey Round 2, including $1.2 billion from Coronavirus State Fiscal Recovery Funds and $250 million from the State’s General Fund.

In September 2021, the State Department of Housing and Community Development (HCD) released a NOFA inviting local jurisdictions to apply for Round 2 funding. This funding is divided into eight geographic regions. The Bay Area’s allocation is approximately $200 million. The funding is available on a continuous and over the counter basis until May 2022 or until funds are exhausted, whichever comes first. Homekey represents an opportunity to tap into significant State funding to address local homelessness. Funds must be used to provide housing for the target population of individuals and families experiencing homelessness or who are at risk of homelessness and who are impacted by or at increased risk for medical diseases or conditions due to COVID-19 and other communicable diseases.

Cities and their development partners can apply for capital funding up to $300,000 per door and operating funding for up to two years to support the following eligible uses:

• Acquisition, rehabilitation, of motels, hotels, apartments, homes, residential or commercial facilities for elderly, manufactured housing, other buildings that could be converted to permanent or interim housing
• Master leasing of properties for non-congregate housing (very project specific, consultation with HCD needed to go over details)
• New construction of dwellings
• Purchase of affordability covenants and restrictions for units • Relocation costs for individuals who are being displaced as a result of the project

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• Capitalized operating subsidies for units purchased, converted, constructed, or altered with funds

Incentive Bonuses: The State is also incentivizing applicants to submit applications as soon as possible by offering a $10,000 per door bonus for applications submitted by January 31, 2022. After January 31, 2022, any unallocated geographic set-asides will be placed in a statewide pool. Applications for the statewide pool opens on February 1, 2022.

The $10,000 per door bonus is a significant incentive, especially for projects with a substantial number of units.

Lastly, the State is incentivizing the applicants to achieve occupancy as soon as possible, by providing a $10,000 per door bonus for projects that achieve occupancy within 8 months of funding award. All projects must, however, be completed within a 12-month timeline.

City RFI/RFP: In order to explore the feasibility of a Homekey project in Fremont and in anticipation of a 2nd round of Homekey funding, City staff issued a Request for Information (RFI) and Request for Proposals (RFP) for developers/service providers to partner with the City on a Homekey application. Staff received a total of seven expressions of interest, but only one proposal, from Shangri-La Industries, Inc. (SLI), a Los-Angeles-based for-profit affordable housing developer. SLI received State awards for two hotel conversion projects (one in Salinas and one in San Bernardino) in Round 1 of Project Homekey and has demonstrated the financial resources and the requisite expertise to qualify for state funding.

SLI proposes to partner on any Fremont projects with Step Up on Second Street, Inc. (Step Up), an experienced homeless service provider/property manager that is their partner on the two projects funded in Round 1 of Homekey. More information on both SLI and Step Up is included in Exhibit A.

DISCUSSION/ANALYSIS:

Proposal Description: In their proposal, SLI identified four potential Fremont hotel properties for conversion to permanent affordable housing for chronically homeless households.

Table 1: Potential Homekey Motel Properties
Property
Name Address
Tenant
Units
Manager
Units
Total
Units
Motel 6 46101 Research Ave. 152-156 3 159
Good Nite Inn 4135 Cushing Pkwy. 120 2 121
Hampton Inn 46500 Landing Pkwy. 99 2 100
Days inn 46101 Warm Springs Blvd. 48 1 49

Pursuant to HCD requirements, the City would be the lead applicant and SLI and Step Up would be the co-applicants. All four proposed projects are designed to convert a motel into permanent supportive housing for families and individuals experiencing homelessness that incorporates a wrap-around supportive service framework. SLI is proposing that it own and operate the property and that Step Up be the approved service provider and property manager. SLI and Step Up would form a single asset entity partnership to own the property.

The properties currently feature studio suite layouts that would be converted into permanent supportive housing micro-units targeted for the chronically homeless. Ten

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percent of the units will be specifically targeted for chronically homeless with serious mental illness. Those who are at risk of homelessness, who qualify with incomes below 30% of t he average median income for Alameda County are also eligible beneficiaries. One to three units per property will be dedicated for a property manager(s). The scope of work includes adding kitchenettes to each unit, which will be financed by SLI along with acquisition and other needed rehabilitation. No additional units or expansion of the building’s floor area or height will be conducted.

Financial and Locational Analysis: Staff and an outside consultant reviewed the four potential properties and evaluated them based on financial feasibility as well as locational criteria. Staff also met several times with staff from SLI and Step Up to discuss project details. A map showing the four potential Homekey properties is included as Exhibit B.

The four projects along with their total acquisition and rehabilitation (A&R) costs and capital cost per unit, are summarized in the table below.

Table 2: Potential Homekey Motel Properties
Property
Name
Total
Units
Total
Capital
Cost
Capital
Cost
per unit
Projected
Homekey
Capital
Request
Motel 6 159 $33,421,417 $210,198 $31,800,000
Good Nite Inn 121 $41,828,554 $345,691 $24,200,000
Hampton Inn 100 $40,565,087 $405,651 $20,000,000
Days inn 49 $20,394,474 $416,214 $9,600,000

SLI would utilize State Homekey Round 2 capital funding to acquire and rehabilitate / reconfigure the motel(s), and secure bank financing to fill-in any costs not covered by the Homekey grant. As shown above in table 2, the Motel 6 project has the lowest capital cost per unit as well as the smallest gap between the total capital costs and the projected Homekey capital request.

HCD requires the application to demonstrate sufficient funding for at least the first five years of operations. SLI is requesting that the City agree to capitalize the required 5-year operating reserve based on a current monthly Fair Market Rent (FMR) of $1,611 for studio/one-bedroom/Single Room Occupancy (SRO) units in Alameda County, per the Housing Authority of the County of Alameda (HACA). SLI’s proforma assumes an ann ual FMR adjustment of 3%. SLI and Step Up are also requesting that the City provide funding for supportive services at $5,500 per unit per year for Hampton Inn and Days Inn, and $3,850 per unit per year for Good Nite Inn. Due to economies of scale, SLI expects supportive services associated with the Motel 6 property to be covered by operating revenues. Therefore, the City would not need to fund supportive services for Motel 6.

Based on the above financial structure, the City’s obligation to cover the cost to operate and provide supportive services at each of the project sites over five years is as follows:

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Table 3: Potential City 5-Year Obligation by Property
Property Name
Tenant
Units
Total City 5-
Year Funding
Obligation
Total City
Funding
Obligation per
Unit
Motel 6 156 $14.6 Million $93,400
Good Nite Inn 120 $13.6 Million $113,741
Hampton Inn 99 $12.1 Million $122,504
Days Inn 48 $5.9 Million $122,266

Staff also conducted a locational analysis on each of the properties, based on criteria below.

Each of the ten criteria was assigned a score of 1. Motel 6 scored highest based on these criteria. For more detailed locational analysis on each of the four projects, please see Exhibit C.

• Within 0.50 miles of a grocery store*
• Within 0.50 miles of BART
• Within 0.50 miles of public transit*
• Within 0.50 miles of a health facility*
• Within 0.50 miles of a library*
• Within 0.50 miles of a pharmacy*
• Within 0.50 miles of social service agency
• Indoor service delivery areas available
• Common open space available
• Private open space available
*Homekey funding criteria

Table 4: Results of Locational Analysis
Property Name Address
Score
(out of
10)
Motel 6 46101 Research Ave. 6
Good Nite Inn 4135 Cushing Pkwy. 4
Hampton Inn 46500 Landing Pkwy. 3
Days inn 46101 Warm Springs Blvd. 3

Motel 6 Recommendation: Due to the resources demanded by any one project, staff believes it is unrealistic for the City to take on more than one project at this time.

Therefore, staff is recommending that Council authorize the submittal of one motel site for an application for State Homekey Round 2 funding consideration. Staff is recommending the Motel 6 site for the following reasons:

• Motel 6’s cost per unit for construction and renovation is the lowest among the four projects;
• The City’s per unit obligation for operations and supportive services at the Motel 6 property is the lowest of the four sites;

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• Motel 6 offers the highest number of units, allowing more individuals and families to be served, therefore having the biggest impact of any of the potential projects on reducing chronic homelessness;
• Motel 6 scored the highest in locational criteria;
• Pursuant to a review by the Fire Marshal, the two properties east of I-880 (Motel 6 and Days Inn) raise fewer concerns about industrial uses conflicting with residential uses than the two properties west of I-880.

Project Timeline: Pursuant to Homekey program requirements, capital funds must be expended within eight months of the date of award and all applicable construction/ rehabilitation must be completed within twelve months of the date of the award. Moreover, the project must achieve full occupancy within ninety days of construction/ rehabilitation completion. The State also provides an expedited occupancy incentive with an award of $10,000 per assisted unit. Projects must achieve full occupancy within eight months of the date of award and occupancy would need to occur by November 2022 in order to secure the expedited occupancy incentive. Staff and SLI will combine efforts to try to earn the early occupancy incentive; however, staff believes the early occupancy timeline is very ambitious and will be difficult to meet. However, staff is more confident that the standard State- mandated timelines, which would require construction completion by March 2023 and occupancy by June 2023 (assuming a March 2022 award) are achievable.

Tenant Selection criteria: The Homekey project will target serving individuals and families who are considered chronically homeless and who are rooted to the Tri Ci ties of Fremont, Newark or Union City. Based on our 2019 homeless count, 126 people were counted as chronically homeless, representing approximately 21% of those experiencing homelessness in Fremont.

Chronic homelessness is defined as an individual or head of household with a disability that meets the HUD definition of a disability who:

(a) lives in a place not meant for human habitation, a safe haven, or in an emergency shelter; AND
(b) has been homeless and living in one of these places continuously for at least 12 months OR on at least 4 separate occasions in the last 3 years, as long as the combined occasions equal at least 12 months and each break in homelessness separating the occasions included at least 7 consecutive nights of not living in one of the aforementioned places.

Affiliation or connection to the Tri-Cities is tracked within Alameda County’s Homeless Management Information System (HMIS) and is established in one of two ways: 1) when an individual completes a crisis or housing assessment at an Access Point located in one of the Tri Cities; or 2) an individual discloses they were previously housed in, went to school in, or were born in Fremont, Newark or Union City.

Memorandum of Understanding - As the lead applicant for the Homekey Grant Program, the City will be required to enter into a Memorandum of Understanding (MOU) with SLI and Step Up to establish the partnership. Staff is requesting Council authorization to negotiate and enter into an MOU with SLI and Step Up. The MOU will require SLI and Step Up to undertake the following activities in collaboration with the City:

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1. Negotiate directly with the current property owner(s) and effectuate the purchase of the property;

2. Obtain all permits required for the project;

3. Assist the City in obtaining funding available for both the construction and ongoing operations of the project;

4. Develop a plan of operation for Homekey project clients;

5. Define a development schedule, including project(s) milestones;

6. Plan and execute a scope of work necessary to convert the motel(s) to affordable housing;

7. Create safe and habitable living spaces based on a Physical/Capital Needs Assessment; and

8. Own and operate the property as affordable/permanent housing. There is no current proposal or plan for the City to acquire or own the property.

9. Provide property management services and supportive services to the tenants.

FISCAL IMPACT: As noted previously, the City’s Homekey Round 2 application must identify funding for five years of operations. For the Motel 6 property, the total amount needed is $14.6 million over the five-year period. In its Homekey Round 2 application, in addition to the acquisition and rehabilitation funding of $31.8 million, the City is eligible to apply for two years of operating funding valued at $5.24 million. In addition, the City’s Homekey application may be eligible to receive an early application bonus valued at $1.56 million and an expedited occupancy bonus, also valued at $1.56 million, for a total possible award of $40.16 Million.

The table below shows the 5-Year operating funding sources identified to date, including the $5.24 million in Homekey Round 2 Operating funds and additional bonuses. As noted in the table below, staff has identified $2.59 million in funding readily available for this project.

This amount includes $750,000 in Community Development Block Grant (CDBG) capital funds that were recommended for this project by the City’s Citizens Advisory Committee on January 6, 2021.

Staff has either applied for, or is in the process of applying for, a total of $6.66 million in operating funds. This includes $238,364 in State No Place Like Home (NPLH) Funds. On January 11, 2022, the Alameda County Board of Supervisors adopted a resolution authorizing the submission of the Alameda County/SLI NPLH application to the State of California for this requested funding amount.

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Table 5: Sources Identified for 5-Year Operations Funding Obligation Funding Source
Homekey
Round 2
Application Secured
Applied
For Total
FUND 196
Commitment
State - Homekey Funding $5,241,600 $5,241,600
State - Homekey Early
Application Bonus $1,560,000 $1,560,000
State – Homekey
Expedited Occupancy
Bonus $1,560,000 $1,560,000
City - Federal Community
Development Block Grant $750,000 $750,000
City - Low-Moderate
Income Housing Asset
Fund $1,250,000 $1,250,000
City -State Permanent
Local Housing Allocation $400,000 $400,000
City - Federal CARES Act
Funding $190,000 $190,000
State - No Place Like
Home $238,364 $238,364
County - HOME American
Rescue Plan Act $3,000,000 $3,000,000
County - Emergency
Shelter Grant $300,000 $300,000
TOTAL IDENTIFIED: $5,241,600 $2,590,000 $6,658,364 $14,489,964 AMOUNT NEEDED: $14,570,405
GAP: $80,441
FUND 196
COMMITMENT $6,658,364 $80,441 $6,738,805

The State Homekey Application also requires the City provide a 5-Year commitment of operating funds in its Homekey Round 2 application, thus staff is requesting the City Council allocate the $2.59 million in secured funding described in Table 5 above, including $750,000 in CDBG funds, $1.25 million in LMI funds, $400,000 in PLHA funds and $190,000 in CARES Act funding.

Staff anticipates that between the funding sources already identified and other State and County resources that will likely come available and be targeted to Homekey projects, such as County Measure W funding and Section 8 housing vouchers, no contributions from the City’s Affordable Housing Fund (Fund 196) will be necessary for this project.

However, in order to demonstrate full funding for five years of operations, staff is requesting that Council allocate $6.74 million from Fund 196 in its Homekey Round 2 application. That commitment will then be reduced as the City secures funding from current applications and future funding opportunities. In no foreseeable circumstance would the City’s General Fund be called upon to contribute to the cost of operations.

In discussions with City staff, State HCD staff noted that they are working on creating long- term funding streams for Homekey projects. They also noted that nothing in the City’s

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application for Homekey funds would commit the City to an ongoing financial obligation beyond the first five years of operation. State HCD staff has approved the language to that effect that is incorporated into the attached Resolution.

Although it is difficult to quantify, providing housing for the chronically homeless who are currently on the street will likely result in a reduction of call outs and interactions with that population saving public funds expended on emergency services. National cost studies have shown that the annual cost of servicing chronically homeless individuals on the street through an array of government-funded crisis services (911, police, ER, courts, jails, etc.) ranges from $35,000- $125,000 per year.

ENVIRONMENTAL REVIEW:

CEQA – This action is exempt from CEQA. In accordance with Health & Safety Code Section 50675.1.4. Projects funded through the Homekey program get a statutory exemption from CEQA if they meet certain criteria, including, among others:

• Contractors will pay prevailing wages and use skilled/trained workforce Any acquisition is paid for, in whole or part, with public funds • Project units are deed restricted to people experiencing homelessness (VLI/LI households) for no fewer than 55 years

The full list of criteria is found at Health and Safety Code Section 50675.1.4. Staff reviewed the project and believes the Motel 6 project meets the criteria found in Health and Safety Code 50675.1.4.

Each as a separate and independent basis, this action also is exempt pursuant to, without limitation, CEQA Guidelines Section 15378(b), 15183, and/or 15061(b)(3), in that it is a governmental fiscal or administrative activity that has as no potential to cause, directly or indirectly, a significant effect on the environment, and it is consistent with the general plan and/or zoning.

Land Use - There is a separate universal land use exemption that deems all Homekey projects “consistent and in conformity with any applicable local plan, standard, or requirement, and allowed as a permitted use, within the zone in which the structure is located, and shall not be subject to… discretionary reviews or approvals.” Given this exemption, staff does not anticipate that the project will require any discretionary land use review, and, as a separate and independent basis, would be ministerial act, exempt from CEQA pursuant to CEQA Guidelines Section 15268 (ministerial projects).

NEPA: The use of federal funds will require compliance under the National Environmental Policy Act (NEPA). Consistent with NEPA regulations, funding will not be distributed to a project until appropriate NEPA review and clearance is completed for that project.

ATTACHMENTS:
• Exhibit A - Shangri La & Step Up Proposal and Qualifications • Exhibit B - Map of Proposed HomeKey Projects
• Exhibit C - Locational Analysis

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• Draft Resolution- Homekey Funding

RECOMMENDATIONS:

3. Authorize the City Manager or her designee to execute a MOU with Shangri-La Industries and Step Up on Second Street, Inc., memorializing roles and responsibilities.

5. Authorize the City Manager or her designee to execute a funding agreement and other implementing documents with the State of California Department of Housing and Community Development.

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SHANGRI-LA INDUSTRIES
City of Fremont
Request for Information (RFI) & Request for Proposal (RFP)

SUBMITTED BY
Shangri-La Industries, LLC
660 S. Figueroa Street
Suite 1888
Los Angeles, CA 90017
(213) 797-4240

CITY OF FREMONT
Exhibit A 7.A.a
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Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application) “In a matter of months, not years,
Shangri-La and Step Up gave some
of the most vulnerable Californians
the dignity of a key, a lock, a door,
a place to call home. This is an
example of the kind of innovation we
need to take this crisis on. Only by
scaling bold solutions will we be able
to tackle the issue of homelessness
and housing in California. ”

GOVERNOR NEWSOM REGARDING

HOMEKEY SAN BERNARDINO

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Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SUBMITTED BY
Shangri-La Industries, LLC
660 S Figueroa Street
Suite 1888
Los Angeles, CA 90017
(213) 797-4240

CONTENTS
Cover Letter ...............................................................................5 Exhibit A ......................................................................................7

1. Qualifications .............................................................................11 Applicant and Development Team Qualifications ...........13 Service Provider Experience and Track Record ..............17 Similar Affordable Rental Housing Experience ...............21 Affordable Housing for the Homeless Experience .......25

2. Proposed Properties ..............................................................33

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PAGE 4

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Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SUBMITTED BY SHANGRI-LA INDUSTRIES

SUBMITTED BY
Shangri-La Industries, LLC
660 S Figueroa Street
Suite 1888
Los Angeles, CA 90017
(213) 797-4240
Thank you for providing Shangri-La Industries, LLC (SLI) the opportunity to submit our response for the City of Fremont’s RFI and RFP for developers/ owners interested in acquiring and operating existing hotels and motels or developing interim housing for the formerly homeless and working with the City to jointly submit an application for state project homekey funding. We are confident that with our trusted property manager/service provider, Step Up on Second Street, Inc. (Step Up), we are the best-matched team to collaborate with the City to deliver your goals.

We will be fully integrated into your program as a true partner with aligned objectives. When we say aligned objectives -- we mean it. When SLI was established in 2008, we set a precedent to continuously hold ourselves to a higher moral standard than the competition. When it comes to housing “atrisk” populations, we have built a reputation for ourselves that goes beyond traditional development; we are at the forefront of change.

When working with SLI you receive award-wining differentiators:

Holistic Teaming. A successful supportive housing facility is measured by the positive impacts on the occupants, not simply the financing, four walls, and a window. To complement our ability to quickly and creatively develop costconscious properties, we have formed a long-standing partnership with Step Up who delivers our property management and supportive services to help the at-risk recover, stabilize, and integrate into the community. Step up is a wellknown local provider with 1,000+ permanent supportive housing developments/ scattered sites with over a 97% retention rate for 1st-year tenants. This unique partnership ensures we share in and consider all aspects of what makes a development project successful.

Supportive Housing Experience. Since we were founded over a decade ago, we have been financing, developing, building, and renovating affordable housing structures. We strive to see cities, communities, and individuals flourish.

This approach is set to yield over 5,000 new units to house at-risk individuals, the chronically homeless, and low-income veterans in the region over the next few years. Further, our team is fortunate to have hotel/motel conversion expertise, including those within the Homekey program. SLI and Step Up have partnered to convert the Good Nite Inn Hotel in Salinas and the All Star Lodge Hotel in San Bernardino into permanent supportive housing for those hardest to house and most in need of wrap-around services. Notably, these projects are in the top 10% most cost-effective Homekey projects in California, they did not require capital for closing from either County, and they were completed in less than 12 months from acquisition. Our experience executing Homekey transactions provides us with structural and legal templates for other municipalities to execute quickly.

Employing Various Funding Sources. As an experienced developer within the public and private sectors, we understand the complexities of financing affordable housing. Experience and strong financial backing, provide a platform for leveraging private financing, corporate guarantees, and private capital to close escrow within 45 days. In short, SLI places individuals in units faster than the traditional affordable housing financing methods of tax-exempt bonds and Low-Income Housing Tax Credits. SLI provides all financing guarantees required for lending partners and capital comes from SLI, not 3rd party partners. By design, we carry the most significant risk of execution on the project.

“ Amidst a
pandemic,
Shangri-La
mobilized and
made progress on
these Homekey
projects to bring
units online
quickly and
efficiently. This
partnership is a
true commitment
to tackle
systemic racism,
homelessness
and address social
inequities such as
lack of access to
housing systems.

We must replicate
this kind of work. ”

MONTERREY COUNTY

SUPERVISOR LUIS ALEJO

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Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SUBMITTED BY SHANGRI-LA INDUSTRIES
Readiness and Capacity. Our team is appropriately staffed and fully prepared to act immediately. Our flexible financing, and our ability to maintain ownership of the project, and the subsidiaries that provide the services ensures financing, consistency, and speed - it provides security in knowing that success is guaranteed.

Compliance and Good Standing. SLI’s dedicated compliance department assures requirements are met. In addition to the immense skill of our highly trained compliance team, we have invested in industry-leading tools, including LCP Tracker, to collect, verify, and certify payrolls and labor compliance documents. This technology simplifies our process and promotes transparency, accuracy, and provides full-featured data collection and accessibility.

Unique Advantages. Beyond our strong financial capacity, SLI acts as the developer, capital partner, designer, and general contractor. As such, we provide advantages that other developers don’t. This includes speed to market, transparency, streamlined communication, and access to our prequalified trade partners specializing in this specific sector and the reduced cost they offer because of our long-standing relationships and the low-risk environment we provide.

When like-minded and reputable companies come together with a shared vision, great things happen. By partnering we illustrate our commitment to tackling homelessness and social inequities through the immediate delivery of new housing opportunities.

Sincerely,
Andy Meyers
Chief Executive Officer
Shangri-La Industries, LLC
(310) 701-7574
[email protected]

SUBMITTED BY
Shangri-La Industries, LLC
660 S Figueroa Street
Suite 1888
Los Angeles, CA 90017
(213) 797-4240

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SUBMITTED BY SHANGRI-LA INDUSTRIES
PAGE 7
EXHIBIT A: SUBMITTAL ADDENDUM AND CERTIFICATION - SLI

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EXHIBIT A: SUBMITTAL ADDENDUM AND CERTIFICATION - STEP UP

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Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

1. QUALIFICATIONS

1. QUALIFICATIONS
PICTURED: THE KAUFMANN APARTMENTS AT STEP UP ON COLORADO • SANTA MONICA, CA

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Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application) PICTURED: THE KAUFMANN APARTMENTS AT STEP UP ON COLORADO • SANTA MONICA, CA I. TECHNICAL PROPOSAL

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Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

APPLICANT AND DEVELOPMENT

TEAM QUALIFICATIONS

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AT A GLANCE

COMPANY TYPE
Limited Liability Company

YEARS IN BUSINESS
14 Y ears

HEADQUARTERS
660 S Figueroa Street, Suite 1888
Los Angeles, CA 90017

NUMBER OF EMPLOYEES
150

SERVICES
» SLI: Management/Ownership
Interest In SLD, SLC, and Subtrades;
Financial Support; and Investments
» SLD: Site Acquisition, Entitlements,
Financing/Funding and Financial
Modeling, Architectural Design,
Construction Oversight,
Compliance, and Asset
Management
» SLC: Preconstruction, Construction,
Design-Build, Virtual Building, and
Sustainability/Wellness Consulting

EXPERIENCE
» Developer of 12 PSH Properties
» 1,000+ PSH Units
» 2 Homekey Projects

POINT OF CONTACT
Cody Holmes
Chief Financial Officer
660 S Figueroa Street, Suite 1888
Los Angeles, CA 90017
T. (818) 421-4376
E. [email protected]

SHANGRI-LA INDUSTRIES, LLC

APPLICANT/DEVELOPER
Shangri-La Industries (SLI) was formed 14 years ago by principals with considerable experience in the ownership and operation of real estate to address the typical shortcomings experienced in the industry. Today it is a privately-held, vertically integrated group of firms focused on excellence in multi-family housing and hospitality facilities. As the parent corporation of two leading businesses in the California real estate industry, Shangri-La Development, LLC (SLD) and Shangri-La Construction, LP (SLC), SLI delivers across a spectrum of real estate specialties efficiently and cost-effectively.

SHANGRI-LA DEVELOPMENT
SLD is SLI’s real estate and financing arm specializing in the development and ownership of multi-family housing, focusing on permanent supportive housing (PSH) for the most at-risk populations. SLD’s services include site acquisition, entitlements, financing/funding and financial modeling, architectural design, construction oversight, compliance, and asset management.

SHANGRI-LA CONSTRUCTION
SLC is a commercial general contractor servicing SLI/SLD and other developers alike. SLC offers a broad spectrum of capabilities ranging from tenant improvements and renovations to ground-up construction across various market sectors. SLC’s services include preconstruction, construction, design- build, virtual building, and sustainability/wellness consulting.

Our vertically integrated organization ensures we oversee and streamline all facets of our projects from start to finish. SLI is a known financial powerhouse with a bonding capacity of over $450 million and more than $300 million in private capital committed to sheltering, rehabilitating, and improving the lives of the underserved. SLD is skilled at securing challenging entitlements and permit submittals and engaging local municipalities to ensure favorable outcomes within the community. SLC has built it all – ground-up high-rises, complex historic renovations, and fast-track tenant in-place renovations.

Coupled with in-house designers, compliance teams, and select sub-trades, the SLI umbrella of companies can execute with assurance across the board.

Under this model, the SLI team has provided 1000+ PSH units, including two developments under the Homekey Program - a testament to our capacity to expand affordable housing opportunities and improving the quality of life for underserved communities. Please see the following two sections for SLI’s list of applicable projects.

NORMANDIE SUPPORTIVE HOUSING • LOS ANGELES, CA

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SERVICE PROVIDER EXPERIENCE

AND TRACK RECORD

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STEP UP ON COLORADO • SANTA MONICA, CA

AT A GLANCE

COMPANY TYPE
Nonprofit Public Benefit Corporation

YEARS IN BUSINESS
35 Y ears

HEADQUARTERS
1328 Second Street
Santa Monica, CA 90401

NUMBER OF EMPLOYEES
348

SERVICES
» Development/Ownership
» Housing Placement
» Property Management
» Individualized Supportive Services
» Workforce Development
» Programs for Transitional-Age Y outh

EXPERIENCE
» Developer of 20 PSH Properties
» Property Manager of 16 PSH
Properties
» Service Provider for 21 PSH
Properties

POINT OF CONTACT
Aaron Criswell
Chief Housing Development Officer
1328 Second Street
Santa Monica, CA 90401
T. (310) 394-6889
E. [email protected]

STEP UP ON SECOND STREET, INC

PROPERTY MANAGER/SERVICE PROVIDER
Step Up was first established 35 years ago as a drop-in center offering a safe space for individuals who needed a compassionate environment with recovery- oriented activities such as art therapy, employment training, coping skills, and service coordination. As Step Up’s program grew, its staff observed that many Step Up members were also unhoused, complicating and exacerbating their existing needs. To address a shortage of affordable housing, in 1994, Step Up, along with a development partner, built its first units of permanent supportive housing (PSH) at Step Up on Second - some of the original tenants are still living in their units today.

Today, Step Up provides permanent supportive housing opportunities, workforce development, and individualized supportive services for people experiencing serious mental health issues, the chronically homeless, transition-age youth, and Veterans under the Housing First model using local Coordinated Entry Systems. These functional areas are overseen by Senior Executives, regional Vice Presidents, and corresponding Directors, Program Managers, and direct service staff. Nation-wide, Step Up has 348 employees with physical offices in Los Angeles and San Bernardino Counties and Atlanta, Georgia, servicing California and the southeast region of the United States.

To date, Step Up has had a hand in developing 20 PSH properties - many of which they manage and provide services for, and houses hundreds of individuals in scattered sites where landlords accept housing vouchers. That said, Step Up’s quantifiable outcomes are focused on the goal of housing retention. Individuals in Step Up housing and support programs remain stably housed at a 97% retention rate after 12 months.

Recently, SLI and Step Up partnered to convert the Good Nite Inn Hotel in Salinas and the All Star Lodge Hotel in San Bernardino into PSH under the Homekey Program. Notably, these projects are in the top 10% most cost- effective Homekey projects in California, did not require capital for closing, and were completed in less than 12 months from acquisition.

Please see the following two sections for Step Up’s list of applicable projects.

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SIMILAR AFFORDABLE RENTAL

HOUSING EXPERIENCE

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EXPERIENCE IN COMPLETING AFFORDABLE RENTAL HOUSING PROJECTS OF SIMILAR SIZE AND COMPLEXITY AS

THE PROPOSED PROJECT
SLI/SLC/Step Up Shared Experience
PROJECT # OF UNITS

TYPE OF
UNITS PROJECT TYPE LAST 10 YEARS FINANCING SOURCE DEVELOPER

PROPERTY

MANAGEMENT SERVICE PROVIDER

GENERAL

CONTRACTOR

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AFFORDABLE HOUSING FOR THE

HOMELESS EXPERIENCE

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APPLICANT’S TRACK RECORD OF SUCCESSFULLY DEVELOPING AFFORDABLE HOUSING FOR THE HOMELESS

POPULATION ON TIME AND WITHIN BUDGET
SLI/SLC/Step Up Shared Experience SLI/SLC/Step Up Homekey Experience Featured on Following Pages PROJECT # OF UNITS

TYPE OF
UNITS PROJECT TYPE LAST 10 YEARS FINANCING SOURCE DEVELOPER

PROPERTY

MANAGEMENT SERVICE PROVIDER

GENERAL

CONTRACTOR

ON TIME/
BUDGET
Step Up in San Bernardino (Homekey) •
San Bernardino, CA 76 PSH Motel Conversion Partially Occupied Private Capital SLI/Step Up Step Up Step Up SLC Ye s Step Up in Salinas (Homekey) • Salinas, CA 103 PSH Motel Conversion Partially Occupied Private Capital SLI/Step Up Step Up Step Up SLC Ye s Step Up on Second • Santa Monica, CA 36 PSH Rehabilitation Complete LIHTC SLI/Step Up Step Up Step Up SLC Ye s Step Up on Vine • Hollywood, CA 34 PSH Motel Conversion Complete LIHTC SLI/Step Up N/A Step Up SLC Ye s Step Up on Colorado • Santa Monica, CA 32 PSH Ground-Up Complete LIHTC SLI/Step Up N/A Step Up SLC Ye s Building 209 • Los Angeles, CA 55 PSH Rehabilitation Complete LIHTC SLI/Step Up Step Up Step Up SLC Ye s Step Up on Western • Los Angeles, CA 33 PSH Motel Conversion In-Progress LIHTC SLI/Step Up Step Up Step Up SLC Ye s Step Up on West Third • Los Angeles, CA 137 PSH Motel Conversion In-Progress LIHTC SLI/Step Up Step Up Step Up N/A Ye s Step Up on Broadway • Los Angeles, CA 35 PSH Motel Conversion In-Progress LIHTC SLI/Step Up Step Up Step Up N/A Ye s Building 205 • Los Angeles, CA 68 PSH Rehabilitation In-Progress LIHTC SLI/Step Up Step Up Step Up SLC Ye s Building 208 • Los Angeles, CA 54 PSH Rehabilitation In-Progress LIHTC SLI/Step Up Step Up Step Up SLC Ye s Step Up on Normandie • Los Angeles, CA 74 PSH Ground-Up In-Progress Private Capital SLI/Step Up Step Up Step Up SLC Ye s Step Up on Fifth • Santa Monica, CA 46 PSH Ground-Up Complete LIHTC Step Up N/A Step Up N/A Ye s Daniel’s Village • Santa Monica, CA 8 PSH Motel Conversion Complete Private Capital Step Up Step Up Step Up N/A Ye s The Tammy • Los Angeles, CA 10 PSH Rehabilitation Complete Private Capital Step Up Step Up Step Up N/A Ye s Michael’s Village • Santa Monica, CA 32 PSH Motel Conversion Complete Private Capital Step Up Step Up Step Up N/A Ye s Step Up on 26th • Santa Monica, CA 12 PSH Rehabilitation Complete Private Capital Step Up Step Up Step Up SLC Ye s Golden Apartments • San Bernardino, CA 38 PSH Motel Conversion Complete LIHTC N/A Step Up N/A N/A Ye s Warley Park • Sandord, FL 81 PSH Ground-Up Complete LIHTC Step Up (Co-Developer) N/A Step Up N/A Ye s Heroes Landing • Santa Ana, CA 74 PSH Ground-Up Complete LIHTC Step Up (Co-Developer) N/A Step Up N/A Ye s Desert Haven • Victorville, CA 32 PSH Motel Conversion In-Progress LIHTC N/A Step Up N/A N/A Ye s Plaza Ortiz • El Monte, CA 28 PSH Ground-Up In-Progress LIHTC Step Up (Co-Developer) N/A Step Up N/A Ye s Jamboree San Ysidro PSH • San Diego, CA 65 PSH Ground-Up In-Progress LIHTC N/A N/A Step Up N/A Ye s

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545 WORK ST, SALINAS, CA 93901

STEP UP IN SALINAS (HOMEKEY)

TYPE UNITS PSH UNITS
Conversion/
Rehabilitation
103 101

DESCRIPTION
As Co-Developer, alongside Step Up, SLI’s development and general contracting team converted and rehabilitated the former Good Nite Inn into permanent supportive housing for the chronically ill homeless. The hotel was purchased with financing from SLI and was made possible in part with a grant from the state’s Project Homekey program. It is in the top 10% of most cost effective Homekey projects throughout California. Step Up provides property management and support services for the tenants.

The development spans 48,000 square feet throughout three levels. It includes 101, 250-square-foot efficiency-style units including 11 ADA units on the first floor - all dedicated to individuals earning 30% or less of average median income.

It includes two manager units. The parking area includes 111 parking spaces of which 5 are ADA, 90 standard, and 16 are truck. The development includes structural upgrades, ADA compliance, fire/life/safety upgrades, removal of the pool, sitework, securing the site, paint, and improvements to the units including new kitchenettes and flooring. The project was selected as the Public-Private Partnership of the Y ear by the Monterey Bay Economic Partnership.

TARGET POPULATION
Chronic Homeless and Person(s) impacted by or at risk of COVID-19

ROLE IN THE PROJECT
Developer, General Contractor, Property Manager, Service Provide

FINANCING SOURCE
Private Capital
TEAM MEMBERS:

Developer
Shangri-La Industries/Step
Up
Architect
Leeger Architecture
Contractor
Shangri-La Construction
Property Manager
Step Up
Service Provider
Step Up

TOTAL DEVELOPMENT

COST AND COST PER
UNIT:

Total Cost
$19,750,752
Cost Per Unit
$191,755

LENGTH OF TIME

TO COMPLETE AND
COMPLETION DATE:

Length of Time to
Complete
Anticipated 12 Months
Completion Date
In Progress (Partially
Occupiedas of 12/2020)

DAVIS BACON/
PREVAILING WAGE: Ye s

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450 N G ST, SAN BERNARDINO, CA 92410

STEP UP IN SAN BERNARDINO
(HOMEKEY)

TYPE UNITS PSH UNITS
Conversion/
Rehabilitation
76 75

DESCRIPTION
As Co-Developer, alongside Step Up, SLI’s development and general contracting team converted and rehabilitated the former All Star Lodgento permanent supportive housing for the chronically ill homeless. The hotel was purchased with financing from SLI and was made possible in part with a grant from the state’s Project Homekey program. It is in the top 10% of most cost effective Homekey projects throughout California. Step Up provides property management and support services for the tenants.

The development spans 35,820 square feet throughout three levels. It includes 75, 250-square-foot efficiency-style units and one manager unit. Eight of the units are for mobility impaired tenants and three are for aural or visually impaired occupants. One manager unit is on site. All units are dedicated to individuals earning 30% or less of average median income. The development includes structural upgrades, ADA compliance, fire/life/safety upgrades, removal of the pool, sitework, securing the site, paint, and improvements to the units including new kitchenettes and flooring.

TARGET POPULATION
Chronic Homeless and Person(s) impacted by or at risk of COVID-19

ROLE IN THE PROJECT
Developer, General Contractor, Property Manager, Service Provide

FINANCING SOURCE
Private Capital
TEAM MEMBERS:

Developer
Shangri-La Industries/Step
Up
Architect
Leeger Architecture
Contractor
Shangri-La Construction
Property Manager
Step Up
Service Provider
Step Up

TOTAL DEVELOPMENT

COST AND COST PER
UNIT:

Total Cost
$14,407,089
Cost Per Unit
$189,566

LENGTH OF TIME

TO COMPLETE AND
COMPLETION DATE:

Length of Time to
Complete
Anticipated 12 Months
Completion Date
In Progress (Partially
Occupied as of 12/2020)

DAVIS BACON/
PREVAILING WAGE: No

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SLI/STEP UP CLIENT REFERENCES

STEP UP IN SAN

BERNARDINO
Human Services – Office of
Homeless Services

TOM HERNANDEZ
Chief of Homeless Services
215 N. D Street, Suite 301
San Bernardino, CA 92415-0044
T: (909) 501-0611
F: (909) 501-0622
E: [email protected]

STEP UP IN SALINAS
Community Development
Department, City of Salinas

MEGAN HUNTER
Director
65 W. Alisal Street, 2nd Floor
Salinas, CA 93901-2639
T: (831) 758-7387
F: (831) 775-4258
E: [email protected]

STEP UP ON WESTERN,

BROADWAY, & WEST
THIRD
Friendship for Affordable Housing

ARI MAJER
Development Manager
5967 West 3rd Street, Suite 102
Los Angeles, CA 90036
T: (323) 839-9135
E: [email protected]

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2. PROPOSED PROPERTIES

2. PROPOSED PROPERTIES
PICTURED: BUILDING 209 WEST LA VA CAMPUS • LOS ANGELES, CA

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2. PROPOSED PROPERTIES

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POTENTIAL HOTEL/MOTEL CONVERSION

HAMPTON INN - FREMONT LOCATION
Address:
46500 Landing Pkwy.

Fremont, CA 94538
Cross Street: W. Warren
Ave
Intersection: Landing
Pkwy./ W. Warren Ave

ACQUISITION
Date of Availability:

Currently Available
Proposed Sale Price:
$30,000,000
Status: Available Off-
Market
Current Preliminary
Title Report: Will be
ordered upon city’s
approval of property
Current Appraisal: Will
be ordered upon opening
escrow

BUILDING OWNER
Building or Site
Owner Name: Hamcor
Investments, LLC
Owner’s
Acknowledgment of
Potential Offering:

Owner acknowledges/
provided information
# Years Under the
Current Ownership: 21
ADA
Status of ADA
Compliance Including
CASP Report Where
Available for Existing
Hotels/Motels: ADA
Compliant

BUILDING DESCRIPTION
Three-story, double loaded interior corridor, sprinklered, elevator, pool, and gym.

STATISTICS
Size (SF): 40,625
Site Size: 2.5 Acres
Exclusive Parking Spaces: 118
Number of Rooms: 100
Type of Rooms: Double Queen,
King, and Suites

Availability of Kitchenettes: None/
Rooms are Large Enough to Add
Capacity Under Code: 100
Building Age: 1999/22 Y ears
Construction Type/Class: Type V
Current Zoning: I-T

QUALITY OF BUILDING DESIGN, INCLUDING ITEMS

SUCH AS AESTHETICS, ARCHITECTURE, ENERGY

CONSERVATION AND OTHER CONSIDERATIONS
Good quality.

EXISTING OR PLANNED SECURITY SYSTEM
Existing building has controlled access and security cameras. The planned security will consist of controlled access, gating the entire property and adding more cameras, throughout.

IS THE LOCATION PART OF THE CITY’S POLICE
DEPARTMENT’S CURRENT PATROL ROUTE?
Y es.

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Shangri-La Industries, LLC
Affordable Housing Bridge to Tax Credit Worksheet

DESCRIPTION WATERFALL
INVESTMENT DESCRIPTION Shangri-La Industries, LLC
Name Hampton Inn County 0
Address 46500 Landing Pkwy State CA
City Fremont Zip Code 94538
FAR 4.00 Units 100 units

INVESTMENT CASH FLOWS
USES START END METHOD /Rentable SF /UNIT AMOUNT

ACQUISITION COST
Purchase Price Month 0 Month 0 Straight-Line 948.32 300,000 30,000,000 Total Acquisition Costs Month 0 Month 0 948.32 300,000 30,000,000 Hard Costs
Trade Costs Month 3 Month 12 Straight-Line 143.09 45,267 4,526,700 Total Hard Costs Month 3 Month 12 143.09 45,267 4,526,700 Soft Costs
Architecture & Engineering Month 0 Month 6 Straight-Line 4.17 1,321 132,058 Property Tax/Insurance Month 3 Month 12 Straight-Line 18.78 5,940 594,000 Permitting Month 3 Month 12 Straight-Line 7.77 2,458 245,800 Security Month 3 Month 12 Straight-Line 5.88 1,859 185,928 Utilities Month 3 Month 12 Straight-Line 7.36 2,328 232,800 Misc Month 3 Month 12 Straight-Line 31.61 10,000 1,000,000 Closing Cost Month 0 Month 6 Straight-Line 18.97 6,000 600,000 Developer Overhead Month 0 Month 12 Straight-Line 31.61 10,000 1,000,000 GP Fee 0.0% Month 3 Month 6 Straight-Line - - - Total Soft Costs Month 0 Month 12 126.14 39,906 3,990,586 Total Project Cost (Without Financing) Month 0 Month 12 1,217.55 385,173 38,517,286 Acquisition Points 1.00% Month 0 Month 0 Straight-Line 6.67 2,111 211,125 Construction Interest Month 1 Month 18 58.06 18,367 1,836,676 Total Financing Costs Month 0 Month 18 64.73 20,478 2,047,801 Total Project Cost (With Financing) Month 0 Month 12 1,282.29 405,651 40,565,087

SOURCES AND USES

USES /UNIT /UNIT AMOUNT
Acquisition Cost 948.32 300,000 30,000,000 Hard Costs 143.09 45,267 4,526,700
Soft Costs 126.14 39,906 3,990,586
Financing Cost 64.73 20,478 2,047,801 Total Uses 1,282.29 405,651 40,565,087

CASH FLOW OF SOURCES
EQUITY Funding Order Share of Equity /UNIT /UNIT AMOUNT GP Equity 4 FALSE 5.2% 28.60 9,048 904,800 Homekey Grant 1 94.8% 521.57 165,000 16,500,000 Total Equity 100.0% 550.18 174,048 17,404,800 DEBT Funding Order LT Purch. Price LT Cons. Cost LTC /UNIT /UNIT AMOUNT Acquisition Loan 2 54.8% 0.0% 40.5% 519.80 164,439 16,443,905 Construction Loan 3 0.0% 54.8% 11.5% 147.58 46,686 4,668,581 Interest Reserve 0.0% 0.0% 0.0% 64.73 20,478 2,047,801 Total Debt 54.8% 54.81% 57.1% 732.11 231,603 23,160,287 Total Sources 1,282.29 405,651 40,565,087

FINANCING ASSUMPTIONS

INITIAL FINANCING
Loan Terms Interest Reserve Funded Upfront Term IO Amort Rate Rate Type Acquisition Loan 18 Months 18 Months 360 Months 6.50% Fixed Rate Construction Loan 18 Months 18 Months 360 Months 6.50% Fixed Rate Loan Cash Flows Funding Amt Payoff Amt Funding Payoff
Acquisition Loan 16,443,905 16,443,905 Month 0 Month 18 Construction Loan 4,668,581 4,668,581 Month 0 Month 18 Interest Reserve 2,047,801 2,047,801 Month 0 Month 18 Total Initial Financing 23,160,287 23,160,287
INVESTMENT UNDERWRITING HAMPTON INN3.99% Levered IRR 1.44X Levered EMX

OPERATING CF REVERSION CFINVESTMENT CF PROPERTY RETURNS Yes No

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Bridge To Tax Credit Underwriting
Filename: Hampton Inn - Fremont.xlsm
Worksheet: 6. Proforma

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Shangri-La Industries, LLC
Affordable Housing Bridge to Tax Credit Worksheet
20-Year Proforma
Property: Hampton Inn 100 Total units, including 1 non-revenue unit(s) Operating Cash Flow Projection Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Cash Flow Projection
Market Rents 3.00% 0 0 0 0 0 0 0 0 0 0 0 0
Other AMI-Based Rents 3.00% 1,913,809 1,971,223 2,030,360 2,091,270 2,154,008 2,218,629 2,285,188 2,353,743 2,424,355 2,497,086 2,571,999 2,649,159 Total Gross Potential Rent (Proposed Unit Mix/Rents) 1,913,809 1,971,223 2,030,360 2,091,270 2,154,008 2,218,629 2,285,188 2,353,743 2,424,355 2,497,086 2,571,999 2,649,159 Allowance for Multifamily Rent Loss 5.00% (95,690) (98,561) (101,518) (104,564) (107,700) (110,931) (114,259) (117,687) (121,218) (124,854) (128,600) (132,458) Allowance for Multifamily Bad Debt 0.00% 0 0 0 0 0 0 0 0 0 0 0 0 Other Income 3.00% 36,000 37,080 38,192 39,338 40,518 41,734 42,986 44,275 45,604 46,972 48,381 49,832 Effective Gross Income $1,854,119 $1,909,742 $1,967,034 $2,026,044 $2,086,826 $2,149,432 $2,213,915 $2,280,331 $2,348,741 $2,419,204 $2,491,780 $2,566,533 Operating Expenses 3.00% (645,600) (664,968) (684,917) (705,465) (726,628) (748,427) (770,880) (794,007) (817,827) (842,362) (867,632) (893,661) Proposed Reserve Deposit $25,000 (25,750) (26,523) (27,318) (28,138) (28,982) (29,851) (30,747) (31,669) (32,619) (33,598) (34,606) (35,644) Net Operating Income $25,000 $1,182,769 $1,218,252 $1,254,799 $1,292,442 $1,331,216 $1,371,153 $1,412,288 $1,454,656 $1,498,295 $1,543,244 $1,589,542 $1,637,228 Total Mortgages P&I (1,008,500) 1,008,500 1,008,500 1,008,500 1,008,500 1,008,500 1,008,500 1,008,500 1,008,500 1,008,500 1,008,500 1,008,500 1,008,500 Operating Cash Flow $174,269 $209,752 $246,299 $283,942 $322,716 $362,653 $403,788 $446,156 $489,795 $534,744 $581,042 $628,728 Debt Service Coverage 1.17 1.21 1.24 1.28 1.32 1.36 1.40 1.44 1.49 1.53 1.58 1.62

1.17 minimum DSCR yrs 1-20
Operating Expense Cushion 27.0% 31.5% 36.0% 40.2% 44.4% 48.5% 52.4% 56.2% 59.9% 63.5% 67.0% 70.4%

27.0% minimum Cushion yrs 1-20
Cash Distribution Projection
Operating Cash Flow $174,269 $209,752 $246,299 $283,942 $322,716 $362,653 $403,788 $446,156 $489,795 $534,744 $581,042 $628,728 $0 Priority Cash Flow Dollars $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

0.0% Priority Cash Flow (Percentage) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Projected Distributable $174,269 $209,752 $246,299 $283,942 $322,716 $362,653 $403,788 $446,156 $489,795 $534,744 $581,042 $628,728

0.0% Tax Credit Equity $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 100.0% GP $174,269 $209,752 $246,299 $283,942 $322,716 $362,653 $403,788 $446,156 $489,795 $534,744 $581,042 $628,728 Bold, Green Highlight Cells Denote USER INPUT
Bold, Yellow Highlight Cells Denote USER INPUT OVERRIDES White Cells Denote CALCULATED RESULTS
Assumptions /
Trends

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Bridge To Tax Credit Underwriting
Filename: Hampton Inn - Fremont.xlsm
Worksheet: 6. Proforma

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Shangri-La Industries, LLC
Affordable Housing Bridge to Tax Credit Worksheet
20-Year Proforma
Property: Hampton Inn 100
Operating Cash Flow Projection
Cash Flow Projection
Market Rents 3.00%
Other AMI-Based Rents 3.00%
Total Gross Potential Rent (Proposed Unit Mix/Rents)
Allowance for Multifamily Rent Loss 5.00%
Allowance for Multifamily Bad Debt 0.00%
Other Income 3.00%
Effective Gross Income
Operating Expenses 3.00%
Proposed Reserve Deposit $25,000
Net Operating Income $25,000
Total Mortgages P&I (1,008,500)
Operating Cash Flow
Debt Service Coverage

1.17 minimum DSCR yrs 1-20
Operating Expense Cushion

27.0% minimum Cushion yrs 1-20
Cash Distribution Projection
Operating Cash Flow
$0 Priority Cash Flow Dollars

0.0% Priority Cash Flow (Percentage)
Projected Distributable

0.0% Tax Credit Equity
100.0% GP
Assumptions /
Trends
Year 13 Year 14 Year 15 Year 16 Year 17 Year 18 Year 19 Year 20 2032 2033 2034 2035 2036 2037 2038 2039
0 0 0 0 0 0 0 0
2,728,633 2,810,492 2,894,807 2,981,651 3,071,101 3,163,234 3,258,131 3,355,875 2,728,633 2,810,492 2,894,807 2,981,651 3,071,101 3,163,234 3,258,131 3,355,875 (136,432) (140,525) (144,740) (149,083) (153,555) (158,162) (162,907) (167,794) 0 0 0 0 0 0 0 0
51,327 52,867 54,453 56,087 57,769 59,503 61,288 63,126 $2,643,528 $2,722,834 $2,804,520 $2,888,655 $2,975,315 $3,064,575 $3,156,512 $3,251,207 (920,471) (948,085) (976,528) (1,005,824) (1,035,998) (1,067,078) (1,099,091) (1,132,064) (36,713) (37,815) (38,949) (40,118) (41,321) (42,561) (43,838) (45,153) $1,686,344 $1,736,934 $1,789,043 $1,842,713 $1,897,996 $1,954,935 $2,013,583 $2,073,991 1,008,500 1,008,500 1,008,500 1,008,500 1,008,500 1,008,500 1,008,500 1,008,500 $677,844 $728,434 $780,543 $834,213 $889,496 $946,435 $1,005,083 $1,065,491

1.67 1.72 1.77 1.83 1.88 1.94 2.00 2.06

73.6% 76.8% 79.9% 82.9% 85.9% 88.7% 91.4% 94.1%
$677,844 $728,434 $780,543 $834,213 $889,496 $946,435 $1,005,083 $1,065,491 $0 $0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0 $0 $0
$677,844 $728,434 $780,543 $834,213 $889,496 $946,435 $1,005,083 $1,065,491 $0 $0 $0 $0 $0 $0 $0 $0
$677,844 $728,434 $780,543 $834,213 $889,496 $946,435 $1,005,083 $1,065,491

7.A.a
Packet Pg. 60
Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SUBMITTED BY SHANGRI-LA INDUSTRIES
PAGE 39

POTENTIAL HOTEL/MOTEL CONVERSION

DAYS INN - FREMONT LOCATION
Address:
46101 Warm Springs Blvd.

Fremont, CA 94539
Cross Street: Brown Rd.

Intersection: Warm
Springs Blvd./Mission Blvd.

ACQUISITION
Date of Availability:

Currently Available
Proposed Sale Price:
$15,000,000
Status: Available Off-
Market
Current Preliminary
Title Report: Will be
ordered upon city’s
approval of property
Current Appraisal: Will
be ordered upon opening
escrow

BUILDING OWNER
Building or Site Owner
Name: K B & Son, Inc.

Owner’s
Acknowledgment of
Potential Offering:

Owner acknowledges/
provided information
# Years Under the
Current Ownership: 17
ADA
Status of ADA
Compliance Including
CASP Report Where
Available for Existing
Hotels/Motels: ADA
Compliant

BUILDING DESCRIPTION
Three-story, double loaded interior corridor, sprinklered, and elevator.

STATISTICS
Size (SF): 20,583
Site Size: .74 Acres
Exclusive Parking Spaces: 50
Number of Rooms: 49
Type of Rooms: 18 Double Queen
and 31 King

Availability of Kitchenettes: None/
Rooms are Large Enough to Add
Capacity Under Code: 49
Building Age: 1992/29 Y ears
Construction Type/Class: Type V
Current Zoning: G-1

QUALITY OF BUILDING DESIGN, INCLUDING ITEMS

SUCH AS AESTHETICS, ARCHITECTURE, ENERGY

CONSERVATION AND OTHER CONSIDERATIONS
Fair quality.

IS THE LOCATION PART OF THE CITY’S POLICE
DEPARTMENT’S CURRENT PATROL ROUTE?
Y es.

7.A.a
Packet Pg. 61
Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SUBMITTED BY SHANGRI-LA INDUSTRIES
PAGE 40
Shangri-La Industries, LLC
Affordable Housing Bridge to Tax Credit Worksheet

DESCRIPTION WATERFALL
INVESTMENT DESCRIPTION Shangri-La Industries, LLC
Name Days Inn County 0
Address 46101 Warm Springs Blvd State CA
City Fremont Zip Code 94539
FAR 4.00 Units 49 units

INVESTMENT CASH FLOWS
USES START END METHOD /Rentable SF /UNIT AMOUNT

ACQUISITION COST
Purchase Price Month 0 Month 0 Straight-Line 963.39 306,122 15,000,000 Total Acquisition Costs Month 0 Month 0 963.39 306,122 15,000,000 Hard Costs
Trade Costs Month 3 Month 12 Straight-Line 142.46 45,267 2,218,083 Total Hard Costs Month 3 Month 12 142.46 45,267 2,218,083 Soft Costs
Architecture & Engineering Month 0 Month 6 Straight-Line 8.48 2,695 132,058 Property Tax/Insurance Month 3 Month 12 Straight-Line 18.89 6,001 294,060 Permitting Month 3 Month 12 Straight-Line 7.74 2,458 120,442 Security Month 3 Month 12 Straight-Line 11.94 3,794 185,928 Utilities Month 3 Month 12 Straight-Line 7.33 2,328 114,072 Misc Month 3 Month 12 Straight-Line 31.47 10,000 490,000 Closing Cost Month 0 Month 6 Straight-Line 19.27 6,122 300,000 Developer Overhead Month 0 Month 12 Straight-Line 31.47 10,000 490,000 GP Fee 0.0% Month 3 Month 6 Straight-Line - - - Total Soft Costs Month 0 Month 12 136.58 43,399 2,126,560 Total Project Cost (Without Financing) Month 0 Month 12 1,242.43 394,789 19,344,643 Acquisition Points 1.00% Month 0 Month 0 Straight-Line 6.95 2,207 108,163 Construction Interest Month 1 Month 18 60.48 19,218 941,668 Total Financing Costs Month 0 Month 18 67.43 21,425 1,049,831 Total Project Cost (With Financing) Month 0 Month 12 1,309.86 416,214 20,394,474

SOURCES AND USES

USES /UNIT /UNIT AMOUNT
Acquisition Cost 963.39 306,122 15,000,000 Hard Costs 142.46 45,267 2,218,083
Soft Costs 136.58 43,399 2,126,560
Financing Cost 67.43 21,425 1,049,831 Total Uses 1,309.86 416,214 20,394,474

CASH FLOW OF SOURCES
EQUITY Funding Order Share of Equity /UNIT /UNIT AMOUNT GP Equity 4 FALSE 5.2% 28.47 9,048 443,352 Homekey Grant 1 94.8% 519.27 165,000 8,085,000 Total Equity 100.0% 547.74 174,048 8,528,352 DEBT Funding Order LT Purch. Price LT Cons. Cost LTC /UNIT /UNIT AMOUNT Acquisition Loan 2 55.9% 0.0% 41.1% 538.67 171,164 8,387,044 Construction Loan 3 0.0% 55.9% 11.9% 156.02 49,576 2,429,247 Interest Reserve 0.0% 0.0% 0.0% 67.43 21,425 1,049,831 Total Debt 55.9% 55.91% 58.2% 762.11 242,166 11,866,122 Total Sources 1,309.86 416,214 20,394,474

FINANCING ASSUMPTIONS

INITIAL FINANCING
Loan Terms Interest Reserve Funded Upfront Term IO Amort Rate Rate Type Acquisition Loan 18 Months 18 Months 360 Months 6.50% Fixed Rate Construction Loan 18 Months 18 Months 360 Months 6.50% Fixed Rate Loan Cash Flows Funding Amt Payoff Amt Funding Payoff
Acquisition Loan 8,387,044 8,387,044 Month 0 Month 18 Construction Loan 2,429,247 2,429,247 Month 0 Month 18 Interest Reserve 1,049,831 1,049,831 Month 0 Month 18 Total Initial Financing 11,866,122 11,866,122
INVESTMENT UNDERWRITING DAYS INN2.77% Levered IRR 1.29X Levered EMX

OPERATING CF REVERSION CFINVESTMENT CF PROPERTY RETURNS Yes No
Shangri-La Industries, LLC
Affordable Housing Bridge to Tax Credit Worksheet

DESCRIPTION WATERFALL
INVESTMENT DESCRIPTION Shangri-La Industries, LLC
Name Days Inn County 0
Address 46101 Warm Springs Blvd State CA
City Fremont Zip Code 94539
FAR 4.00 Units 49 units

INVESTMENT CASH FLOWS
USES START END METHOD /Rentable SF /UNIT AMOUNT

SOURCES AND USES

FINANCING ASSUMPTIONS

INITIAL FINANCING
Loan Terms Interest Reserve Funded Upfront Term IO Amort Rate Rate Type Acquisition Loan 18 Months 18 Months 360 Months 6.50% Fixed Rate Construction Loan 18 Months 18 Months 360 Months 6.50% Fixed Rate Loan Cash Flows Funding Amt Payoff Amt Funding Payoff
Acquisition Loan 8,387,044 8,387,044 Month 0 Month 18 Construction Loan 2,429,247 2,429,247 Month 0 Month 18 Interest Reserve 1,049,831 1,049,831 Month 0 Month 18 Total Initial Financing 11,866,122 11,866,122
INVESTMENT UNDERWRITING DAYS INN2.77% Levered IRR 1.29X Levered EMX

OPERATING CF REVERSION CFINVESTMENT CF PROPERTY RETURNS Yes No

7.A.a
Packet Pg. 62
Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SUBMITTED BY SHANGRI-LA INDUSTRIES
PAGE 41
Bridge To Tax Credit Underwriting
Filename: Days Inn - Fremont.xlsm
Worksheet: 6. Proforma

Page 1 of 2 ends

Shangri-La Industries, LLC
Affordable Housing Bridge to Tax Credit Worksheet
20-Year Proforma
Property: Days Inn 49 Total units, including 1 non-revenue unit(s) Operating Cash Flow Projection Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Cash Flow Projection
Market Rents 3.00% 0 0 0 0 0 0 0 0 0 0 0 0
Other AMI-Based Rents 3.00% 927,907 955,744 984,417 1,013,949 1,044,368 1,075,699 1,107,970 1,141,209 1,175,445 1,210,708 1,247,030 1,284,441 Total Gross Potential Rent (Proposed Unit Mix/Rents) 927,907 955,744 984,417 1,013,949 1,044,368 1,075,699 1,107,970 1,141,209 1,175,445 1,210,708 1,247,030 1,284,441 Allowance for Multifamily Rent Loss 5.00% (46,395) (47,787) (49,221) (50,697) (52,218) (53,785) (55,399) (57,060) (58,772) (60,535) (62,352) (64,222) Allowance for Multifamily Bad Debt 0.00% 0 0 0 0 0 0 0 0 0 0 0 0 Other Income 3.00% 17,640 18,169 18,714 19,276 19,854 20,450 21,063 21,695 22,346 23,016 23,707 24,418 Effective Gross Income $899,152 $926,126 $953,910 $982,528 $1,012,004 $1,042,364 $1,073,634 $1,105,844 $1,139,019 $1,173,189 $1,208,385 $1,244,637 Operating Expenses 3.00% (316,344) (325,834) (335,609) (345,678) (356,048) (366,729) (377,731) (389,063) (400,735) (412,757) (425,140) (437,894) Proposed Reserve Deposit $12,250 (12,618) (12,996) (13,386) (13,787) (14,201) (14,627) (15,066) (15,518) (15,983) (16,463) (16,957) (17,466) Net Operating Income $12,250 $570,191 $587,296 $604,915 $623,063 $641,755 $661,007 $680,837 $701,263 $722,300 $743,969 $766,288 $789,277 Total Mortgages P&I (516,700) 516,700 516,700 516,700 516,700 516,700 516,700 516,700 516,700 516,700 516,700 516,700 516,700 Operating Cash Flow $53,491 $70,596 $88,215 $106,363 $125,055 $144,307 $164,137 $184,563 $205,600 $227,269 $249,588 $272,577 Debt Service Coverage 1.10 1.14 1.17 1.21 1.24 1.28 1.32 1.36 1.40 1.44 1.48 1.53

1.10 minimum DSCR yrs 1-20
Operating Expense Cushion 16.9% 21.7% 26.3% 30.8% 35.1% 39.3% 43.5% 47.4% 51.3% 55.1% 58.7% 62.2%

16.9% minimum Cushion yrs 1-20
Cash Distribution Projection
Operating Cash Flow $53,491 $70,596 $88,215 $106,363 $125,055 $144,307 $164,137 $184,563 $205,600 $227,269 $249,588 $272,577 $0 Priority Cash Flow Dollars $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

0.0% Priority Cash Flow (Percentage) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Projected Distributable $53,491 $70,596 $88,215 $106,363 $125,055 $144,307 $164,137 $184,563 $205,600 $227,269 $249,588 $272,577

0.0% Tax Credit Equity $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 100.0% GP $53,491 $70,596 $88,215 $106,363 $125,055 $144,307 $164,137 $184,563 $205,600 $227,269 $249,588 $272,577 Bold, Green Highlight Cells Denote USER INPUT
Bold, Yellow Highlight Cells Denote USER INPUT OVERRIDES White Cells Denote CALCULATED RESULTS
Assumptions /
Trends

7.A.a
Packet Pg. 63
Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SUBMITTED BY SHANGRI-LA INDUSTRIES
PAGE 42
Bridge To Tax Credit Underwriting
Filename: Days Inn - Fremont.xlsm
Worksheet: 6. Proforma

Page 2 of 2 ends

Shangri-La Industries, LLC
Affordable Housing Bridge to Tax Credit Worksheet
20-Year Proforma
Property: Days Inn 49
Operating Cash Flow Projection
Cash Flow Projection
Market Rents 3.00%
Other AMI-Based Rents 3.00%
Total Gross Potential Rent (Proposed Unit Mix/Rents)
Allowance for Multifamily Rent Loss 5.00%
Allowance for Multifamily Bad Debt 0.00%
Other Income 3.00%
Effective Gross Income
Operating Expenses 3.00%
Proposed Reserve Deposit $12,250
Net Operating Income $12,250
Total Mortgages P&I (516,700)
Operating Cash Flow
Debt Service Coverage

1.10 minimum DSCR yrs 1-20
Operating Expense Cushion

16.9% minimum Cushion yrs 1-20
Cash Distribution Projection
Operating Cash Flow
$0 Priority Cash Flow Dollars

0.0% Priority Cash Flow (Percentage)
Projected Distributable

0.0% Tax Credit Equity
100.0% GP
Assumptions /
Trends
Year 13 Year 14 Year 15 Year 16 Year 17 Year 18 Year 19 Year 20 2032 2033 2034 2035 2036 2037 2038 2039
0 0 0 0 0 0 0 0
1,322,974 1,362,663 1,403,543 1,445,649 1,489,019 1,533,689 1,579,700 1,627,091 1,322,974 1,362,663 1,403,543 1,445,649 1,489,019 1,533,689 1,579,700 1,627,091 (66,149) (68,133) (70,177) (72,282) (74,451) (76,684) (78,985) (81,355) 0 0 0 0 0 0 0 0
25,150 25,905 26,682 27,483 28,307 29,156 30,031 30,932 $1,281,975 $1,320,435 $1,360,048 $1,400,850 $1,442,875 $1,486,161 $1,530,746 $1,576,668 (451,031) (464,562) (478,499) (492,854) (507,639) (522,868) (538,554) (554,711) (17,990) (18,529) (19,085) (19,658) (20,247) (20,855) (21,480) (22,125) $812,955 $837,344 $862,464 $888,338 $914,988 $942,438 $970,711 $999,832 516,700 516,700 516,700 516,700 516,700 516,700 516,700 516,700 $296,255 $320,644 $345,764 $371,638 $398,288 $425,738 $454,011 $483,132

1.57 1.62 1.67 1.72 1.77 1.82 1.88 1.94

65.7% 69.0% 72.3% 75.4% 78.5% 81.4% 84.3% 87.1%
$296,255 $320,644 $345,764 $371,638 $398,288 $425,738 $454,011 $483,132 $0 $0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0 $0 $0
$296,255 $320,644 $345,764 $371,638 $398,288 $425,738 $454,011 $483,132 $0 $0 $0 $0 $0 $0 $0 $0
$296,255 $320,644 $345,764 $371,638 $398,288 $425,738 $454,011 $483,132

7.A.a
Packet Pg. 64
Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SUBMITTED BY SHANGRI-LA INDUSTRIES
PAGE 43

POTENTIAL HOTEL/MOTEL CONVERSION

GOOD NITE INN - FREMONT LOCATION
Address:
4135 Cushing Pkwy.

Fremont, CA 94538
Cross Street: Fremont
Blvd.

Intersection: Cushing
Pkwy./Fremont Blvd.

ACQUISITION
Date of Availability:

BUILDING OWNER
Building or Site Owner
Name: Good Nite Inn
Fremont Inc
Owner’s
Acknowledgment of
Potential Offering:

Owner acknowledges/
provided information
# Years Under the
Current Ownership: 24
ADA
Status of ADA
Compliance Including
CASP Report Where
Available for Existing
Hotels/Motels: ADA
Compliant

BUILDING DESCRIPTION
Three-story, exterior corridors, fully sprinklered, elevator, and pool.

STATISTICS
Size (SF): 49,187
Site Size: 2.10 Acres
Exclusive Parking Spaces: 110
Number of Rooms: 121
Type of Rooms: Double Queen and
King

Availability of Kitchenettes: None/
Rooms are Large Enough to Add
Capacity Under Code: 121
Building Age: 1991/30 Y ears
Construction Type/Class: Type V
Current Zoning: C2

QUALITY OF BUILDING DESIGN, INCLUDING ITEMS

SUCH AS AESTHETICS, ARCHITECTURE, ENERGY

CONSERVATION AND OTHER CONSIDERATIONS
Fair quality.

IS THE LOCATION PART OF THE CITY’S POLICE
DEPARTMENT’S CURRENT PATROL ROUTE?
Y es.

7.A.a
Packet Pg. 65
Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SUBMITTED BY SHANGRI-LA INDUSTRIES
PAGE 44
Shangri-La Industries, LLC
Affordable Housing Bridge to Tax Credit Worksheet

DESCRIPTION WATERFALL
INVESTMENT DESCRIPTION Shangri-La Industries, LLC
Name Days Inn County 0
Address 46101 Warm Springs Blvd State CA
City Fremont Zip Code 94539
FAR 4.00 Units 49 units

INVESTMENT CASH FLOWS
USES START END METHOD /Rentable SF /UNIT AMOUNT

SOURCES AND USES

FINANCING ASSUMPTIONS

INITIAL FINANCING
Loan Terms Interest Reserve Funded Upfront Term IO Amort Rate Rate Type Acquisition Loan 18 Months 18 Months 360 Months 6.50% Fixed Rate Construction Loan 18 Months 18 Months 360 Months 6.50% Fixed Rate Loan Cash Flows Funding Amt Payoff Amt Funding Payoff
Acquisition Loan 8,387,044 8,387,044 Month 0 Month 18 Construction Loan 2,429,247 2,429,247 Month 0 Month 18 Interest Reserve 1,049,831 1,049,831 Month 0 Month 18 Total Initial Financing 11,866,122 11,866,122
INVESTMENT UNDERWRITING DAYS INN2.77% Levered IRR 1.29X Levered EMX

OPERATING CF REVERSION CFINVESTMENT CF PROPERTY RETURNS Yes No
Shangri-La Industries, LLC
Affordable Housing Bridge to Tax Credit Worksheet

DESCRIPTION WATERFALL
INVESTMENT DESCRIPTION Shangri-La Industries, LLC
Name Good Night Inn County 0
Address 4135 Cushing Pkwy State CA
City Fremont Zip Code 94539
FAR 4.00 Units 121 units

INVESTMENT CASH FLOWS
USES START END METHOD /Rentable SF /UNIT AMOUNT

ACQUISITION COST
Purchase Price Month 0 Month 0 Straight-Line 784.31 247,934 30,000,000 Total Acquisition Costs Month 0 Month 0 784.31 247,934 30,000,000 Hard Costs
Trade Costs Month 3 Month 12 Straight-Line 143.20 45,267 5,477,307 Total Hard Costs Month 3 Month 12 143.20 45,267 5,477,307 Soft Costs
Architecture & Engineering Month 0 Month 6 Straight-Line 3.45 1,091 132,058 Property Tax/Insurance Month 3 Month 12 Straight-Line 17.14 5,419 655,740 Permitting Month 3 Month 12 Straight-Line 7.78 2,458 297,418 Security Month 3 Month 12 Straight-Line 4.86 1,537 185,928 Utilities Month 3 Month 12 Straight-Line 7.36 2,328 281,688 Misc Month 3 Month 12 Straight-Line 31.63 10,000 1,210,000 Closing Cost Month 0 Month 6 Straight-Line 15.69 4,959 600,000 Developer Overhead Month 0 Month 12 Straight-Line 31.63 10,000 1,210,000 GP Fee 0.0% Month 3 Month 6 Straight-Line - - - Total Soft Costs Month 0 Month 12 119.55 37,792 4,572,832 Total Project Cost (Without Financing) Month 0 Month 12 1,047.06 330,993 40,050,139 Acquisition Points 1.00% Month 0 Month 0 Straight-Line 4.96 1,569 189,903 Construction Interest Month 1 Month 18 41.53 13,128 1,588,511 Total Financing Costs Month 0 Month 18 46.49 14,698 1,778,415 Total Project Cost (With Financing) Month 0 Month 12 1,093.56 345,691 41,828,554

SOURCES AND USES

USES /UNIT /UNIT AMOUNT
Acquisition Cost 784.31 247,934 30,000,000 Hard Costs 143.20 45,267 5,477,307
Soft Costs 119.55 37,792 4,572,832
Financing Cost 46.49 14,698 1,778,415 Total Uses 1,093.56 345,691 41,828,554

CASH FLOW OF SOURCES
EQUITY Funding Order Share of Equity /UNIT /UNIT AMOUNT GP Equity 4 FALSE 5.2% 28.62 9,048 1,094,808 Homekey Grant 1 94.8% 521.96 165,000 19,965,000 Total Equity 100.0% 550.58 174,048 21,059,808 DEBT Funding Order LT Purch. Price LT Cons. Cost LTC /UNIT /UNIT AMOUNT Acquisition Loan 2 47.4% 0.0% 34.0% 371.89 117,561 14,224,918 Construction Loan 3 0.0% 47.4% 11.4% 124.59 39,384 4,765,413 Interest Reserve 0.0% 0.0% 0.0% 46.49 14,698 1,778,415 Total Debt 47.4% 47.42% 49.7% 542.97 171,643 20,768,746 Total Sources 1,093.56 345,691 41,828,554

FINANCING ASSUMPTIONS

INITIAL FINANCING
Loan Terms Interest Reserve Funded Upfront Term IO Amort Rate Rate Type Acquisition Loan 18 Months 18 Months 360 Months 6.50% Fixed Rate Construction Loan 18 Months 18 Months 360 Months 6.50% Fixed Rate Loan Cash Flows Funding Amt Payoff Amt Funding Payoff
Acquisition Loan 14,224,918 14,224,918 Month 0 Month 18 Construction Loan 4,765,413 4,765,413 Month 0 Month 18 Interest Reserve 1,778,415 1,778,415 Month 0 Month 18 Total Initial Financing 20,768,746 20,768,746
INVESTMENT UNDERWRITING GOOD NIGHT INN7.91% Levered IRR 1.84X Levered EMX

OPERATING CF REVERSION CFINVESTMENT CF PROPERTY RETURNS Yes No

7.A.a
Packet Pg. 66
Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SUBMITTED BY SHANGRI-LA INDUSTRIES
PAGE 45
Bridge To Tax Credit Underwriting
Filename: Good Night Inn - Fremont.xlsm
Worksheet: 6. Proforma

Page 1 of 2 ends

Shangri-La Industries, LLC
Affordable Housing Bridge to Tax Credit Worksheet
20-Year Proforma
Property: Good Night Inn 121 Total units, including 1 non-revenue unit(s) Operating Cash Flow Projection Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Cash Flow Projection
Market Rents 3.00% 0 0 0 0 0 0 0 0 0 0 0 0
Other AMI-Based Rents 3.00% 2,319,768 2,389,361 2,461,042 2,534,873 2,610,919 2,689,247 2,769,924 2,853,022 2,938,613 3,026,771 3,117,574 3,211,101 Total Gross Potential Rent (Proposed Unit Mix/Rents) 2,319,768 2,389,361 2,461,042 2,534,873 2,610,919 2,689,247 2,769,924 2,853,022 2,938,613 3,026,771 3,117,574 3,211,101 Allowance for Multifamily Rent Loss 5.00% (115,988) (119,468) (123,052) (126,744) (130,546) (134,462) (138,496) (142,651) (146,931) (151,339) (155,879) (160,555) Allowance for Multifamily Bad Debt 0.00% 0 0 0 0 0 0 0 0 0 0 0 0 Other Income 3.00% 43,560 44,867 46,213 47,599 49,027 50,498 52,013 53,573 55,181 56,836 58,541 60,297 Effective Gross Income $2,247,340 $2,314,760 $2,384,203 $2,455,728 $2,529,400 $2,605,283 $2,683,441 $2,763,944 $2,846,863 $2,932,268 $3,020,236 $3,110,843 Operating Expenses 3.00% (781,176) (804,611) (828,750) (853,612) (879,220) (905,597) (932,765) (960,748) (989,570) (1,019,257) (1,049,835) (1,081,330) Proposed Reserve Deposit $30,250 (31,158) (32,092) (33,055) (34,047) (35,068) (36,120) (37,204) (38,320) (39,469) (40,653) (41,873) (43,129) Net Operating Income $30,250 $1,435,007 $1,478,056 $1,522,398 $1,568,069 $1,615,112 $1,663,566 $1,713,472 $1,764,877 $1,817,823 $1,872,357 $1,928,528 $1,986,384 Total Mortgages P&I (904,400) 904,400 904,400 904,400 904,400 904,400 904,400 904,400 904,400 904,400 904,400 904,400 904,400 Operating Cash Flow $530,607 $573,656 $617,998 $663,669 $710,712 $759,166 $809,072 $860,477 $913,423 $967,957 $1,024,128 $1,081,984 Debt Service Coverage 1.59 1.63 1.68 1.73 1.79 1.84 1.89 1.95 2.01 2.07 2.13 2.20

1.59 minimum DSCR yrs 1-20
Operating Expense Cushion 67.9% 71.3% 74.6% 77.7% 80.8% 83.8% 86.7% 89.6% 92.3% 95.0% 97.6% 100.1%

67.9% minimum Cushion yrs 1-20
Cash Distribution Projection
Operating Cash Flow $530,607 $573,656 $617,998 $663,669 $710,712 $759,166 $809,072 $860,477 $913,423 $967,957 $1,024,128 $1,081,984 $0 Priority Cash Flow Dollars $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

0.0% Priority Cash Flow (Percentage) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Projected Distributable $530,607 $573,656 $617,998 $663,669 $710,712 $759,166 $809,072 $860,477 $913,423 $967,957 $1,024,128 $1,081,984

0.0% Tax Credit Equity $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 100.0% GP $530,607 $573,656 $617,998 $663,669 $710,712 $759,166 $809,072 $860,477 $913,423 $967,957 $1,024,128 $1,081,984 Bold, Green Highlight Cells Denote USER INPUT
Bold, Yellow Highlight Cells Denote USER INPUT OVERRIDES White Cells Denote CALCULATED RESULTS
Assumptions /
Trends

7.A.a
Packet Pg. 67
Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SUBMITTED BY SHANGRI-LA INDUSTRIES
PAGE 46
Bridge To Tax Credit Underwriting
Filename: Good Night Inn - Fremont.xlsm
Worksheet: 6. Proforma

Page 2 of 2 ends

Shangri-La Industries, LLC
Affordable Housing Bridge to Tax Credit Worksheet
20-Year Proforma
Property: Good Night Inn 121
Operating Cash Flow Projection
Cash Flow Projection
Market Rents 3.00%
Other AMI-Based Rents 3.00%
Total Gross Potential Rent (Proposed Unit Mix/Rents)
Allowance for Multifamily Rent Loss 5.00%
Allowance for Multifamily Bad Debt 0.00%
Other Income 3.00%
Effective Gross Income
Operating Expenses 3.00%
Proposed Reserve Deposit $30,250
Net Operating Income $30,250
Total Mortgages P&I (904,400)
Operating Cash Flow
Debt Service Coverage

1.59 minimum DSCR yrs 1-20
Operating Expense Cushion

67.9% minimum Cushion yrs 1-20
Cash Distribution Projection
Operating Cash Flow
$0 Priority Cash Flow Dollars

0.0% Priority Cash Flow (Percentage)
Projected Distributable

0.0% Tax Credit Equity
100.0% GP
Assumptions /
Trends
Year 13 Year 14 Year 15 Year 16 Year 17 Year 18 Year 19 Year 20 2032 2033 2034 2035 2036 2037 2038 2039
0 0 0 0 0 0 0 0
3,307,434 3,406,658 3,508,857 3,614,123 3,722,547 3,834,223 3,949,250 4,067,727 3,307,434 3,406,658 3,508,857 3,614,123 3,722,547 3,834,223 3,949,250 4,067,727 (165,372) (170,333) (175,443) (180,706) (186,127) (191,711) (197,463) (203,386) 0 0 0 0 0 0 0 0
62,106 63,969 65,888 67,865 69,901 71,998 74,158 76,383 $3,204,168 $3,300,294 $3,399,302 $3,501,282 $3,606,321 $3,714,510 $3,825,945 $3,940,724 (1,113,770) (1,147,183) (1,181,599) (1,217,047) (1,253,558) (1,291,165) (1,329,900) (1,369,797) (44,423) (45,756) (47,129) (48,542) (49,999) (51,499) (53,044) (54,635) $2,045,975 $2,107,355 $2,170,575 $2,235,693 $2,302,764 $2,371,847 $2,443,002 $2,516,292 904,400 904,400 904,400 904,400 904,400 904,400 904,400 904,400 $1,141,575 $1,202,955 $1,266,175 $1,331,293 $1,398,364 $1,467,447 $1,538,602 $1,611,892

2.26 2.33 2.40 2.47 2.55 2.62 2.70 2.78
102.5% 104.9% 107.2% 109.4% 111.6% 113.7% 115.7% 117.7% $1,141,575 $1,202,955 $1,266,175 $1,331,293 $1,398,364 $1,467,447 $1,538,602 $1,611,892 $0 $0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0 $0 $0
$1,141,575 $1,202,955 $1,266,175 $1,331,293 $1,398,364 $1,467,447 $1,538,602 $1,611,892 $0 $0 $0 $0 $0 $0 $0 $0
$1,141,575 $1,202,955 $1,266,175 $1,331,293 $1,398,364 $1,467,447 $1,538,602 $1,611,892

7.A.a
Packet Pg. 68
Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SUBMITTED BY SHANGRI-LA INDUSTRIES
PAGE 47

POTENTIAL HOTEL/MOTEL CONVERSION
MOTEL 6 - FREMONT LOCATION
Address:
46101 Research Ave.

Fremont, CA, 94539
Cross Street: Mission
Blvd.

Intersection: Research
Ave./Brown Rd.

ACQUISITION
Date of Availability:

Currently Available
Proposed Sale Price:
$20,000,000
Status: Available Off-
Market
Current Preliminary
Title Report: Will be
ordered upon city’s
approval of property
Current Appraisal: Will
be ordered upon opening
escrow

BUILDING OWNER
Building or Site Owner
Name: Fremca Hospitality,
LLC.

Owner’s
Acknowledgment of
Potential Offering:

Owner acknowledges/
provided information
# Years Under the
Current Ownership: 9
ADA
Status of ADA
Compliance Including
CASP Report Where
Available for Existing
Hotels/Motels: ADA
Compliant

BUILDING DESCRIPTION
Two-story garden style, exterior corridors with pool. Non-sprinklered.

STATISTICS
Size (SF): 40,432
Site Size: 2.49 Acres
Exclusive Parking Spaces: 50
Number of Rooms: 159
Type of Rooms: Single, Double
Queen, Smoking and Non-Smoking

Availability of Kitchenettes: None/
Rooms are Large Enough to Add
Capacity Under Code: 159
Building Age: 1988/33 Y ears
Construction Type/Class: Type V
Current Zoning: I-T

QUALITY OF BUILDING DESIGN, INCLUDING ITEMS

SUCH AS AESTHETICS, ARCHITECTURE, ENERGY

CONSERVATION AND OTHER CONSIDERATIONS
Fair quality.

IS THE LOCATION PART OF THE CITY’S POLICE
DEPARTMENT’S CURRENT PATROL ROUTE?
Y es.

7.A.a
Packet Pg. 69
Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SUBMITTED BY SHANGRI-LA INDUSTRIES
PAGE 48
Shangri-La Industries, LLC
Affordable Housing Bridge to Tax Credit Worksheet

DESCRIPTION WATERFALL
INVESTMENT DESCRIPTION Shangri-La Industries, LLC
Name Days Inn County 0
Address 46101 Warm Springs Blvd State CA
City Fremont Zip Code 94539
FAR 4.00 Units 49 units

INVESTMENT CASH FLOWS
USES START END METHOD /Rentable SF /UNIT AMOUNT

SOURCES AND USES

FINANCING ASSUMPTIONS

INITIAL FINANCING
Loan Terms Interest Reserve Funded Upfront Term IO Amort Rate Rate Type Acquisition Loan 18 Months 18 Months 360 Months 6.50% Fixed Rate Construction Loan 18 Months 18 Months 360 Months 6.50% Fixed Rate Loan Cash Flows Funding Amt Payoff Amt Funding Payoff
Acquisition Loan 8,387,044 8,387,044 Month 0 Month 18 Construction Loan 2,429,247 2,429,247 Month 0 Month 18 Interest Reserve 1,049,831 1,049,831 Month 0 Month 18 Total Initial Financing 11,866,122 11,866,122
INVESTMENT UNDERWRITING DAYS INN2.77% Levered IRR 1.29X Levered EMX

OPERATING CF REVERSION CFINVESTMENT CF PROPERTY RETURNS Yes No
Shangri-La Industries, LLC
Affordable Housing Bridge to Tax Credit Worksheet

DESCRIPTION WATERFALL
INVESTMENT DESCRIPTION Shangri-La Industries, LLC
Name Motel 6 County 0
Address 46101 Research Ave State CA
City Fremont Zip Code 94539
FAR 4.00 Units 159 units

INVESTMENT CASH FLOWS
USES START END METHOD /Rentable SF /UNIT AMOUNT

ACQUISITION COST
Purchase Price Month 0 Month 0 Straight-Line 398.25 125,786 20,000,000 Total Acquisition Costs Month 0 Month 0 398.25 125,786 20,000,000 Hard Costs
Trade Costs Month 3 Month 12 Straight-Line 143.32 45,267 7,197,453 Total Hard Costs Month 3 Month 12 143.32 45,267 7,197,453 Soft Costs
Architecture & Engineering Month 0 Month 6 Straight-Line 2.63 831 132,058 Property Tax/Insurance Month 3 Month 12 Straight-Line 13.29 4,198 667,460 Permitting Month 3 Month 12 Straight-Line 7.78 2,458 390,822 Security Month 3 Month 12 Straight-Line 3.70 1,169 185,928 Utilities Month 3 Month 12 Straight-Line 7.37 2,328 370,152 Misc Month 3 Month 12 Straight-Line 31.66 10,000 1,590,000 Closing Cost Month 0 Month 6 Straight-Line 7.96 2,516 400,000 Developer Overhead Month 0 Month 12 Straight-Line 31.66 10,000 1,590,000 GP Fee 0.0% Month 3 Month 6 Straight-Line - - - Total Soft Costs Month 0 Month 12 106.06 33,499 5,326,420 Total Project Cost (Without Financing) Month 0 Month 12 647.63 204,553 32,523,873 Acquisition Points 1.00% Month 0 Month 0 Straight-Line 2.33 735 116,872 Construction Interest Month 1 Month 18 15.55 4,910 780,672 Total Financing Costs Month 0 Month 18 17.87 5,645 897,544 Total Project Cost (With Financing) Month 0 Month 12 665.50 210,198 33,421,417

SOURCES AND USES

USES /UNIT /UNIT AMOUNT
Acquisition Cost 398.25 125,786 20,000,000 Hard Costs 143.32 45,267 7,197,453
Soft Costs 106.06 33,499 5,326,420
Financing Cost 17.87 5,645 897,544 Total Uses 665.50 210,198 33,421,417

CASH FLOW OF SOURCES
EQUITY Funding Order Share of Equity /UNIT /UNIT AMOUNT GP Equity 4 FALSE 4.6% 19.15 6,048 961,632 Homekey Grant 1 95.4% 395.76 125,000 19,875,000 Total Equity 100.0% 414.91 131,048 20,836,632 DEBT Funding Order LT Purch. Price LT Cons. Cost LTC /UNIT /UNIT AMOUNT Acquisition Loan 2 35.9% 0.0% 21.5% 143.11 45,200 7,186,869 Construction Loan 3 0.0% 35.9% 13.5% 89.61 28,304 4,500,372 Interest Reserve 0.0% 0.0% 0.0% 17.87 5,645 897,544 Total Debt 35.9% 35.93% 37.7% 250.59 79,150 12,584,785 Total Sources 665.50 210,198 33,421,417

FINANCING ASSUMPTIONS

INITIAL FINANCING
Loan Terms Interest Reserve Funded Upfront Term IO Amort Rate Rate Type Acquisition Loan 18 Months 18 Months 360 Months 6.50% Fixed Rate Construction Loan 18 Months 18 Months 360 Months 6.50% Fixed Rate Loan Cash Flows Funding Amt Payoff Amt Funding Payoff
Acquisition Loan 7,186,869 7,186,869 Month 0 Month 18 Construction Loan 4,500,372 4,500,372 Month 0 Month 18 Interest Reserve 897,544 897,544 Month 0 Month 18 Total Initial Financing 12,584,785 12,584,785
INVESTMENT UNDERWRITING MOTEL 626.20% Levered IRR 3.17X Levered EMX

OPERATING CF REVERSION CFINVESTMENT CF PROPERTY RETURNS Yes No

7.A.a
Packet Pg. 70
Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SUBMITTED BY SHANGRI-LA INDUSTRIES
PAGE 49
Bridge To Tax Credit Underwriting
Filename: Motel 6 - Fremont.xlsm
Worksheet: 6. Proforma

Page 1 of 2 ends

Shangri-La Industries, LLC
Affordable Housing Bridge to Tax Credit Worksheet
20-Year Proforma
Property: Motel 6 159 Total units, including 1 non-revenue unit(s) Operating Cash Flow Projection Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Cash Flow Projection
Market Rents 3.00% 0 0 0 0 0 0 0 0 0 0 0 0
Other AMI-Based Rents 3.00% 3,054,361 3,145,992 3,240,372 3,337,583 3,437,710 3,540,842 3,647,067 3,756,479 3,869,173 3,985,249 4,104,806 4,227,950 Total Gross Potential Rent (Proposed Unit Mix/Rents) 3,054,361 3,145,992 3,240,372 3,337,583 3,437,710 3,540,842 3,647,067 3,756,479 3,869,173 3,985,249 4,104,806 4,227,950 Allowance for Multifamily Rent Loss 5.00% (152,718) (157,300) (162,019) (166,879) (171,886) (177,042) (182,353) (187,824) (193,459) (199,262) (205,240) (211,398) Allowance for Multifamily Bad Debt 0.00% 0 0 0 0 0 0 0 0 0 0 0 0 Other Income 3.00% 57,240 58,957 60,726 62,548 64,424 66,357 68,348 70,398 72,510 74,685 76,926 79,234 Effective Gross Income $2,958,883 $3,047,649 $3,139,079 $3,233,252 $3,330,248 $3,430,157 $3,533,062 $3,639,053 $3,748,224 $3,860,672 $3,976,492 $4,095,786 Operating Expenses 3.00% (1,598,904) (1,646,871) (1,696,277) (1,747,166) (1,799,581) (1,853,568) (1,909,175) (1,966,450) (2,025,444) (2,086,207) (2,148,793) (2,213,257) Proposed Reserve Deposit $39,750 (40,943) (42,171) (43,436) (44,739) (46,081) (47,464) (48,887) (50,354) (51,865) (53,421) (55,023) (56,674) Net Operating Income $39,750 $1,319,037 $1,358,607 $1,399,366 $1,441,347 $1,484,586 $1,529,125 $1,574,999 $1,622,249 $1,670,915 $1,721,044 $1,772,675 $1,825,854 Total Mortgages P&I (548,000) 548,000 548,000 548,000 548,000 548,000 548,000 548,000 548,000 548,000 548,000 548,000 548,000 Operating Cash Flow $771,037 $810,607 $851,366 $893,347 $936,586 $981,125 $1,026,999 $1,074,249 $1,122,915 $1,173,044 $1,224,675 $1,277,854 Debt Service Coverage 2.41 2.48 2.55 2.63 2.71 2.79 2.87 2.96 3.05 3.14 3.23 3.33

2.41 minimum DSCR yrs 1-20
Operating Expense Cushion 48.2% 49.2% 50.2% 51.1% 52.0% 52.9% 53.8% 54.6% 55.4% 56.2% 57.0% 57.7%

48.2% minimum Cushion yrs 1-20
Cash Distribution Projection
Operating Cash Flow $771,037 $810,607 $851,366 $893,347 $936,586 $981,125 $1,026,999 $1,074,249 $1,122,915 $1,173,044 $1,224,675 $1,277,854 $0 Priority Cash Flow Dollars $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

0.0% Priority Cash Flow (Percentage) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Projected Distributable $771,037 $810,607 $851,366 $893,347 $936,586 $981,125 $1,026,999 $1,074,249 $1,122,915 $1,173,044 $1,224,675 $1,277,854

0.0% Tax Credit Equity $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 100.0% GP $771,037 $810,607 $851,366 $893,347 $936,586 $981,125 $1,026,999 $1,074,249 $1,122,915 $1,173,044 $1,224,675 $1,277,854 Bold, Green Highlight Cells Denote USER INPUT
Bold, Yellow Highlight Cells Denote USER INPUT OVERRIDES White Cells Denote CALCULATED RESULTS
Assumptions /
Trends

7.A.a
Packet Pg. 71
Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SUBMITTED BY SHANGRI-LA INDUSTRIES
PAGE 50
Bridge To Tax Credit Underwriting
Filename: Motel 6 - Fremont.xlsm
Worksheet: 6. Proforma

Page 2 of 2 ends

Shangri-La Industries, LLC
Affordable Housing Bridge to Tax Credit Worksheet
20-Year Proforma
Property: Motel 6 159
Operating Cash Flow Projection
Cash Flow Projection
Market Rents 3.00%
Other AMI-Based Rents 3.00%
Total Gross Potential Rent (Proposed Unit Mix/Rents)
Allowance for Multifamily Rent Loss 5.00%
Allowance for Multifamily Bad Debt 0.00%
Other Income 3.00%
Effective Gross Income
Operating Expenses 3.00%
Proposed Reserve Deposit $39,750
Net Operating Income $39,750
Total Mortgages P&I (548,000)
Operating Cash Flow
Debt Service Coverage

2.41 minimum DSCR yrs 1-20
Operating Expense Cushion

48.2% minimum Cushion yrs 1-20
Cash Distribution Projection
Operating Cash Flow
$0 Priority Cash Flow Dollars

0.0% Priority Cash Flow (Percentage)
Projected Distributable

0.0% Tax Credit Equity
100.0% GP
Assumptions /
Trends
Year 13 Year 14 Year 15 Year 16 Year 17 Year 18 Year 19 Year 20 2032 2033 2034 2035 2036 2037 2038 2039
0 0 0 0 0 0 0 0
4,354,789 4,485,432 4,619,995 4,758,595 4,901,353 5,048,394 5,199,845 5,355,841 4,354,789 4,485,432 4,619,995 4,758,595 4,901,353 5,048,394 5,199,845 5,355,841 (217,739) (224,272) (231,000) (237,930) (245,068) (252,420) (259,992) (267,792) 0 0 0 0 0 0 0 0
81,611 84,059 86,581 89,178 91,853 94,609 97,447 100,371 $4,218,661 $4,345,219 $4,475,576 $4,609,843 $4,748,138 $4,890,583 $5,037,300 $5,188,420 (2,279,655) (2,348,044) (2,418,486) (2,491,040) (2,565,772) (2,642,745) (2,722,027) (2,803,688) (58,374) (60,125) (61,929) (63,787) (65,701) (67,672) (69,702) (71,793) $1,880,632 $1,937,049 $1,995,161 $2,055,016 $2,116,666 $2,180,167 $2,245,571 $2,312,939 548,000 548,000 548,000 548,000 548,000 548,000 548,000 548,000 $1,332,632 $1,389,049 $1,447,161 $1,507,016 $1,568,666 $1,632,167 $1,697,571 $1,764,939

3.43 3.53 3.64 3.75 3.86 3.98 4.10 4.22

58.5% 59.2% 59.8% 60.5% 61.1% 61.8% 62.4% 63.0%
$1,332,632 $1,389,049 $1,447,161 $1,507,016 $1,568,666 $1,632,167 $1,697,571 $1,764,939 $0 $0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0 $0 $0
$1,332,632 $1,389,049 $1,447,161 $1,507,016 $1,568,666 $1,632,167 $1,697,571 $1,764,939 $0 $0 $0 $0 $0 $0 $0 $0
$1,332,632 $1,389,049 $1,447,161 $1,507,016 $1,568,666 $1,632,167 $1,697,571 $1,764,939

7.A.a
Packet Pg. 72
Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application) “Chronic homelessness was a
challenge before COVID-19 and the
need for shelter and services has
increased during the pandemic.

Transitioning from applying for
funds to opening the doors within
four months is a huge success for
the community and would not have
happened without our community
partners collectively prioritizing this
initiative. ”

MEGAN HUNTER, CITY OF SALINAS COMMUNITY

DEVELOPMENT DIRECTOR

7.A.a
Packet Pg. 73
Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application)

SHANGRI-LA INDUSTRIES

7.A.a
Packet Pg. 74
Attachment: Exhibit A - Shangri La & Step Up Proposal and Qualifications (4514 : State Homekey Round 2 Funding Application) Warm Springs
South Fremont
BART Station
Lila Bringhurst
Park & Elementary
School
Leitch Elementary
Days Inn
(49)
Motel 6
(159)
Hampton Inn
(100)
Good Nite Inn
(121)
Warm
Springs
Plaza
Innovation
Plaza
I-880
Kato Rd
Fremont Blvd
Warm Springs Blvd
Mission Blvd
S Grimmer Blvd
I-680
Wisdom Rd
Brown Rd
Landing Pkwy
Quantum Dr
Innovation Way
Industrial Dr
Warren Ave
Research Ave
Cushing Pkwy
E Warren Ave
Fernald St
Corporate Way
Insight St
Benicia St
Bradley St
Warm Springs Ct
Old Warm Springs Blvd Reliance Way
Synergy St
Crawford St
Ingot St
Northport Loop E
Mission Falls Ct
Mohave Dr
Tavis Pl
Francisco Ln
Lopes Rd
Northport Loop W
Lakeview Blvd
Pestana Pl
W Warren Ave
Auburn St
Vision Cmn
Data Cmn
Fulton Pl
Accelerator Ave
Starboard Dr
Yale Way Kilowatt Way
Edison Way
Industrial Pl
Internet Cmn
Unnamed
Intelligence Cmn
Woodcreek Ter
Lonsdale Ave
Chemult Cmn
Quality Ln
Inspiration Way
Explore Cmn
Dynamic Cmn
Hotchkiss St
Boggs Ave
Franciscan Ct
Ambition St
Ambient Cmn
Aztec Ct
Flash Cmn
Impress Cmn
Woodview Cmn
Auburn Ct
Shale Cmn
Northport Ct
Transit Way
Grizzly Falls Cmn
Lundy Ter
Challenge Cmn
Virtual Cmn
Sequim CmnWinema Cmn
E Warren Cmn
Royce Falls Ter
Clavey Falls Ter
Education Ter
I-680
I-880
Unnamed
I-880
I-880
Challenge Cmn
Community Development Department
39550 Liberty Street, P.O. Box 5006
Fremont, California 94537-5006

PROPOSED FREMONT HOMEKEY PROJECTS
µ

L E G E N D
Rail Line
Scale 1:12,000 Prepared: October 7, 2021
Fremont Public ParkWater Features
Fremont Public School
Tesla

EXHIBIT B

7.A.b
Packet Pg. 75
Attachment: Exhibit B - Map of Proposed HomeKey Projects (4514 : State Homekey Round 2 Funding LOCATIONAL ANALYSIS Exhibit C
Within 0.50 miles of a
grocery store*
Within 0.50 miles of
BART
Within 0.50 miles of
other public transit*
Within 0.50 miles of a
health facility*
Within 0.50 miles of a
library*
Within 0.50 miles of a
pharmacy*
Within 0.50 miles of
social service agency
Indoor service
delivery areas
available
Common open space
available
Private open
space available
Motel 6 (46101 Research Ave, Fremont, CA 94539) 1 0 1 1 0 1 0 1 1 0 6 Days Inn (46101 Warm Springs Blvd, Fremont, CA 94539) 1 0 1 1 0 1 0 0 0 0 4 Good Nite Inn (4135 Cushing Pkwy, Fremont, CA 94538) 0 0 1 0 0 0 0 1 1 0*** 3 Hampton Inn (46500 Landing Pkwy, Fremont, CA 94538) 0 0 1 0 0 0 0 1 1 0 3 * As defined in Homekey funding criteria.
** All distances measured per TCAC methodology.
*** Private open space in two managers' units only
Distance to Closest
Bus Stop (feet)
Number of bus routes
within 0.50 milesShortest headwayDistance to grocery
store
Distance to grocery
store with at least
25,000 gross interior
sqft
Distance to FUSD
School
Distance to any
preschool,
elementary, or
secondary school
Indoor service
delivery areas
available (sqft)
Indoor area
remaining after 500
sqft lobby (sqft)
Common open
space available
(sqft)
Private
open
space
available
(sqft)
Motel 6 (46101 Research Ave, Fremont, CA 94539) 2000 2 30 2150 2350 3800 700 750 250 6400 0 Days Inn (46101 Warm Springs Blvd, Fremont, CA 94539) 1500 2 30 150 550 3750 900 530 0 0 0 Good Nite Inn (4135 Cushing Pkwy, Fremont, CA 94538) 500 1 60 10580 10580 3900 3900 1090 600 6220 0 Hampton Inn (46500 Landing Pkwy, Fremont, CA 94538) 300 1 60 5200 5200 5550 4550 3450 3000 1900 0

SITE INFORMATION
Homekey Potential Sites Critiera

POTENTIAL SITE
Community Amenities Physical Attributes

SCORING MATRIX
Homekey Potential Sites Critiera

POTENTIAL SITE
Community Amenities Physical Attributes
TOTAL/10

7.A.c
Packet Pg. 76
Attachment: Exhibit C - Locational Analysis (4514 : State Homekey Round 2 Funding Application)

Page 1 of 3 ends

DRAFT

RESOLUTION NO. 2022-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

FREMONT AUTHORIZING JOINT APPLICATION TO AND

PARTICIPATION IN THE HOMEKEY PROGRAM AND MAKING

FINDINGS OF CEQA EXEMPTION

WHEREAS, the Department of Housing and Community Development (“Department”) has issued a Notice of Funding Availability, dated September 9, 2021 (“NOFA”), for the Homekey Program (“Homekey” or “Program”). The Department has issued the NOFA for Homekey grant funds pursuant to Health and Safety Code Section 50675.1.3 (Assembly Bill No. 140 (2021-2022 Reg. Sess.), § 20.); and

WHEREAS, the City of Fremont (“Co-Applicant”) desires to jointly apply for Homekey grant funds with Shangri-La Industries, LLC and Step Up On Second Street, Inc. (“jointly “Company”). Therefore, the City of Fremont is joining Company in the submittal of an application for Homekey funds (“Application”) to the Department for review and consideration; and

WHEREAS, the Department is authorized to administer Homekey pursuant to the Multifamily Housing Program (Chapter 6.7 (commencing with Section 50675) of Part 2 of Division 31 of the Health and Safety Code). Homekey funding allocations are subject to the terms and conditions of the NOFA, the Application, an agreement, substantially in the form of Department-approved STD 213, Standard Agreement (“Standard Agreement”), and all other legal requirements of the Homekey Program.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FREMONT RESOLVES AS FOLLOWS:

SECTION 1. The City of Fremont is authorized to submit a joint Application with the Company to the Department in response to the NOFA, and to jointly apply for Homekey grant funds in a total amount not to exceed $40,200,000 .

SECTION 2. If the Application is approved, the City of Fremont is authorized to take all steps necessary and appropriate to enter into, execute, deliver and implement a Standard Agreement in a total amount not to exceed $40,200,000, any and all other documents required or deemed necessary or appropriate to secure the Homekey funds from the Department and to participate in the Homekey Program, and all amendments thereto (collectively, the “Homekey Documents”).

SECTION 3. The City of Fremont acknowledges and agrees that it shall be subject to the terms and conditions specified in the Standard Agreement once executed, and, that the NOFA and Application will be incorporated into such Standard Agreement by reference and made a part

7.A.d
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Attachment: Draft Resolution- Homekey Funding (4514 : State Homekey Round 2 Funding Application)

Page 2 of 3 ends

thereof. Any and all activities, expenditures, information, and timelines represented in the Application are enforceable through the Standard Agreement. Funds are to be used for the allowable expenditures and activities identified in the Standard Agreement.

SECTION 4. Nothing in the actions authorized by this Resolution, including without limitation, the contract documents, or the regulatory agreement or otherwise, will constitute a commitment of any City funding to the project beyond what was identified in the five-year budget submitted as part of the application. City of Fremont further acknowledges that the City will work with all parties involved to identify stable funding sources for the longer term so that the project can continue to serve the target population for the full fifteen year period laid out in the project financing plan and ultimately the fifty-five year affordability term required as part of the regulatory agreement.

SECTION 5. The City Council authorizes the City Manager or her designee to execute the Application and the Homekey Documents on behalf of the City of Fremont for participation in the Homekey Program.

SECTION 6. This action is exempt from the California Environmental Quality Act pursuant to, without limitation, Health & Safety Code Section 50675.1.4. Projects funded through the Homekey program are statutorily exempt from CEQA pursuant to Health and Safety Code Section 50675.1.4 if they meet certain criteria, each of which applies to this project. Each as a separate and independent basis, this action also is exempt pursuant to, without limitation, CEQA Guidelines Section 15378(b), 15183, and/or 15061(b)(3), in that it is a governmental fiscal or administrative activity that has as no potential to cause, directly or indirectly, a significant effect on the environment and is consistent with the general plan and/or zoning.

ADOPTED, ---------------, 2022, by the City Council of the City of Fremont by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

The undersigned, Susan Gauthier of the City of Fremont, does attest and certify that the foregoing is a true and full copy of a resolution of the governing body adopted at a duly convened meeting on the date above-mentioned, and that the resolution has not been altered, amended, or repealed.

Mayor

7.A.d
Packet Pg. 78
Attachment: Draft Resolution- Homekey Funding (4514 : State Homekey Round 2 Funding Application)

Page 3 of 3 ends

ATTEST: APPROVED AS TO FORM:

City Clerk Sr. Deputy City Attorney II

7.A.d
Packet Pg. 79
Attachment: Draft Resolution- Homekey Funding (4514 : State Homekey Round 2 Funding Application)

Fremont City CouncilJanuary 18, 2022

Fremont City Council
January 18, 2022