Attachment B3 - Proposals Received (Clifford Beers Housing Option 2) — Santa Monica City Council, January 11, 2022

Clifford Beers Housing (Option #2)

4.5.2. Development Team Information
Lead Developer Information
A. Principal
Clifford Beers Housing, Inc.
11739 Victory Blvd.

North Hollywood, CA 91606
Principals: Cristian Ahumada, Executive Director
B. Legal Entity
Clifford Beers Housing, Inc. (CBH) is a non-profit corporation exempt under section 501(c)(3) of the Internal Revenue Code. Attached herein is CBH’s 501(c)(3) letter. If selected, CBH will act as the sponsor and developer of the project and will be part of the final ownership entity for the project. The ownership entity will be a limited partnership and CBH will act as the sole member of the partnership’s managing general partner, a limited liability company. Attached is the proposed ownership structure for the project. Additional information on CBH’s relationships with other legal entities is included in the Development Team’s Financial Capacity and Experience section.

C. Santa Monica Experience
Since inception in 2005, CBH has operated throughout Los Angeles County and therefore has extensive experience working in the region. Of ten buildings in operation, three are in the City of Long Beach, six in the City of Los Angeles, and one in Barstow. CBH, as of late, has most recently been building in the Sylmar and Panorama City communities of the San Fernando Valley, the South Wrigley community of the City of Long Beach, and close to the intersection of the 110 and 105 freeways in South Los Angeles. CBH has no prior experience with developing in Santa Monica.

D. Organizational Documents
Included with this proposal are the following organizational documents for CBH:
• Organizational Bylaws
• Articles of Incorporation
• Statement of Information
• Certificate of Status
• Board of Directors List
CBH attests that the organization is in good standing, as evidenced by the Certificate of Status included here, and is authorized to do business in California.

Development Team
E. Contact List
Below are the development team members for this proposal. Each development team member’s resume is included herein.
• Developer: Clifford Beers Housing, Inc.

Principal: Cristian Ahumada
Title: Executive Director
Address: 11739 Victory Blvd., North Hollywood, CA 91606 Phone: 213-316-0108
Fax: 818-432-7389
Email: [email protected]
• Service Provider: Wellnest Emotional Health & Wellness Principal: Charlene Dimas-Peinado
Title: President and Chief Executive Officer
Address: 3031 South Vermont Ave., Los Angeles, CA 90007 Phone: (323) 373-2400 x3306
Fax: (323) 373-2424
Email: [email protected]
• Architect: Michael Maltzan Architecture
Principal: Tim Williams
Title: Managing Principal
Address: 2801 Hyperion Avenue, Studio 107, Los Angeles, California 90027 Phone: (323) 913-3098
Fax: (323) 913-5932
Email: [email protected]
• Property Manager: Levine Management Group
Principal: Jeffrey Levine
Title: President
Address: 822 S. Robertson Boulevard, Suite 200, Los Angeles, CA 90035 Phone: (310) 358-3489 x219
Fax: (310) 358-3494
Email: [email protected]
Also included in this section is a Reporting and Responsibilities Chart that notes the relationship between the above team members.

3 CBH Bylaws updates 2019_gb approved Page 1 of 16

AMENDED AND RESTATED BYLAWS
CLIFFORD BEERS HOUSING, INC.
(as of October 1, 2019)

ARTICLE I
NAME
The name of the Corporation is the Clifford Beers Housing, Inc.

ARTICLE II

PRINCIPAL OFFICE
Section 2.01. Principal Office. The principal office for transaction of business of the Corporation is hereby fixed and located at. 11739 Victory Blvd. North Hollywood, CA 91606,or such other location as the board of directors may fix.

Section 2.02. Change of Address. The Board of Directors is granted the power and authority to change the principal office of the Corporation from one location to another within the State of California. Any such change shall be noted by the Secretary in these Bylaws, but shall not be considered an amendment to these Bylaws.

ARTICLE III

PURPOSE
Section 3.01. Purpose. The purpose of this corporation is to develop, own and operate affordable housing for low income individuals and families which particularly serve individuals who are homeless and living with mental illness, as well as other special needs households.

ARTICLE IV

MEMBERSHIP
Section 4.01. Members. The Corporation shall have no members within the meaning of Section 5056 of the California Nonprofit Corporation Law. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board. All rights which would otherwise vest in the members shall vest in the Directors.

Section 4.02. Associates. Nothing in this Article IV shall be construed as limiting the right of the Corporation to refer to persons associated with it as "members" even though such persons are not members, and no such reference shall constitute anyone a member, within the meaning of Section 5056 of the California Nonprofit Corporation Law. 3 CBH Bylaws updates 2019_gb approved Page 2 of 16

ARTICLE V

BOARD OF DIRECTORS
Section 5.01. General Corporate Powers. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law (Corporations Code Section 5110 et seq.) and any other applicable laws, and subject to any limitations of the Articles of Incorporation and these Bylaws, the Corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised by, or under the direction of, the Board of Directors consistent with the specific purposes of the Corporation as set forth in Article III of the Articles of Incorporation.

Section 5.02. Number. The authorized number of Directors shall be between five (5) and twenty-five (25) until changed by amendment of the Articles or this Bylaw. The exact number of Directors shall be fixed, within the limits specified, by a duly adopted resolution of the Board.

Section 5.03. Election. Designation and Term of Office.

A. The Board of Directors of the Corporation shall be elected by the Board.

Elections for Directors filling expired terms shall be held at the last meeting of the fiscal year. Any directorship to be filled by reason of an increase in the number of Directors shall be filled at the next regular meeting of the Board of Directors or at a special meeting called for that purpose.

When a re-appointment or replacement is made, the re-appointment or replacement shall be considered effective on the date that the prior term expired (i.e., the new term does not begin on the date of the election). Board members whose terms have expired may continue serving until they are either re-appointed or until their successors are chosen. Each such Director, including a Director elected to fill a vacancy, shall hold office for three (3) years and until a successor has been selected and qualified. Directors elected to a Board seat vacated due to a prior Director’s resignation, incapacity, death or declared vacant by the Board under Bylaw Section 5.08, shall be for the balance of the term of the vacated seat.

B. There shall be staggered terms of office for Directors so that one-third of the directorships shall be up for election each year (or if the number does not evenly divide by thirds, the board shall be divided as close to thirds as possible).

Section 5.04. Interested Directors. Not more than 49 percent of the persons serving on the Board of Directors at any time may be interested persons. An “interested person” is (a) any person being compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full or part-time employee, independent contractor, or otherwise; or (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, father-in-law, or mother-in-law of any such person. Notwithstanding the foregoing, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the Corporation.

Section 5.05. General Powers of the Board of Directors. Subject to the limitations of the Articles of Incorporation, of these Bylaws, and of the California Nonprofit Corporation Law, and subject to the duties of Directors as prescribed by the Bylaws, all corporate powers shall be 3 CBH Bylaws updates 2019_gb approved Page 3 of 16
exercised by or under the authority of, and the business affairs of the Corporation shall be controlled by, the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers:
(a) To appoint and remove all officers, agents and representatives of the Corporation, to fix their several salaries or compensation, and to prescribe such powers and duties for officers, agents and representatives as may not be inconsistent with law, with the Articles of Incorporation, or the Bylaws;
(b) To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefor not inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as they may deem best;
(c) To borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

Section 5.06. Removal for Cause. The Board of Directors may declare vacant the office of a Director on the occurrence of (a) a Director’s failure to attend at least one half of Director meetings in any twelve month period; (b) the Director being declared of unsound mind by a final order of court; (c) the Director being convicted of a felony; or (d) a final order or judgment of any court that the Director breached a duty under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Corporation Law.

Section 5.07. Removal Without Cause. Except as may otherwise be provided in the Articles of Incorporation, any Director may be removed without cause if such removal is approved by the Board of Directors in accordance with Corporations Code Section 5222.

Section 5.08. Vacancies.
(a) Events Causing Vacancy. A vacancy or vacancies on the board of directors shall occur in the event of
(1) the death, removal, or resignation of any director; (2) the declaration by resolution of the board of a vacancy in the office of a director who has been convicted of a felony, declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under California Nonprofit Public Benefit Corporation Law, Chapter 2, Article 3;
(3) the increase of the authorized number of directors; or (4) the removal of a Director for lack of diligent attendance at Board meetings, pursuant to Section 5.06(a) of these Bylaws.
(b) Resignations. Subject to the provisions of Section 5226 of the California Nonprofit Corporation Law, any Director may resign, which resignation shall be effective on 3 CBH Bylaws updates 2019_gb approved Page 4 of 16
giving written notice via email or letter to the Chairman of the Board, the Executive Director, the President, the Secretary, or the Board, unless the notice specifies a later time for the resignation to become effective. If the resignation of a Director is effective at a future time, the Board may elect a successor to take office when the resignation becomes effective. (c) Vacancies Filled by Directors. A vacancy in the Board due to any cause shall be filled by a majority vote of the Directors although less than a quorum, or by a sole remaining Director. Each Director so selected shall hold office until the expiration of the term of the replaced Director and until a successor has been selected and qualified. (d) No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.

Section 5.09. Calling of Meetings. Meetings of the Board of Directors may be called by the President of the Board or any two (2) Directors.

Section 5.10. Place of Meetings. All meetings of the Board of Directors shall be held at the principal office of the Corporation as specified in Section 2.01 of these Bylaws or at such other place designated by the President of the Board.

Section 5.11. Regular Meetings. Regular meetings of the Board of Directors shall be held no less frequently than quarterly at a time and date set by the President of the Board.

Section 5.12. Special Meetings. Special meetings of the Board may be called at any time, by the Chairman of the Board, the President, any Vice-President, the Secretary, or by any two members of the Board. Notice of the time and place of special meetings shall be given personally to the Directors or sent to each Director by mail or other form of written communication, charges prepaid, addressed to them at their address as it is shown on the records of the Corporation. If the notice is mailed, it shall be deposited in the United States Mail at least four (4) days before the time of the meeting. If the notice is given personally to each Director, or by telephone, fax transmission or email, it shall be so delivered at least 24 hours prior to the time of the holding of the meeting. A special meeting may be held in the principal office or at any place designated by the Board or by written consent of all the Directors.

Section 5.13. Quorum. One fifth (1/5) of the authorized number of Directors, but not fewer than two (2) directors, shall constitute a quorum for the transaction of business at a meeting of the Board. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number is required by law or by the Articles, except as provided in the next sentence. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 5.14 Participation by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications 3 CBH Bylaws updates 2019_gb approved Page 5 of 16
equipment, so long as all members participating in such meeting can hear one another.

Section 5.15 Waiver of Notice. The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors not present signs a written Waiver of Notice, a consent to holding the meeting, or an approval of the Minutes. The Waiver of Notice or consent need not specify the purpose of the meeting All waivers, consents, and approvals shall be filed with the corporate records or made a part of the Minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

Section 5.16 Conflicts of Interest. No Director may vote on any decision regarding whether any other corporation, institution, or other business entity that employs that Director, or on which that Director serves on its governing board, should enter, or should negotiate to enter, into a contract or other agreement with the Corporation in which that Director will receive a personal financial gain or benefit.

Section 5.17 Conduct of Meetings. The President of the Board or, in their absence, another person designated by the Board of Directors, shall preside at meetings of the Board of Directors.

The Secretary, or in his or her absence, any person appointed by the presiding officer, shall act as Secretary of the Board. Members of the Board of Directors may participate in a meeting through use of a conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Such participation shall constitute a personal appearance at the meeting.

Section 5.18 Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 5.19 Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to such action. Such written consent(s) shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors. 41F
Section 5.20 Emergency Procedures. Notwithstanding anything to the contrary herein, Section 5.21 applies solely during an emergency, as defined by:
(a) A natural catastrophe, or other force majeure, including, but not limited to, a hurricane, tornado, storm, high water, wind-driven water, tidal wave, tsunami, earthquake, volcanic eruption, landslide, mudslide, snowstorm, or drought, or, regardless of cause, any fire, flood, or explosion; 3 CBH Bylaws updates 2019_gb approved Page 6 of 16
(b) An attack on this state or nation, or on receipt by this state of a warning from the federal government indicating that an enemy attack is probable or imminent;
(c) An act of terrorism or other manmade disaster that results in extraordinary levels of casualties or damage or disruption severely affecting the infrastructure, environment, economy, government function, or population, including, but not limited to, mass evacuations; or
(d) A state of emergency proclaimed by the governor of the state in which one or more Directors are resident, or by the President of the United States.

Section 5.21 Emergency Actions
In anticipation of or during an emergency, the Board may take either or both of the following actions necessary to conduct the Corporation’s ordinary business operations and affairs:
(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent resulting from the emergency; (b) Relocate the principal office or authorize the officers to do so, if necessary.

During an emergency, the Board may take either or both of the following actions necessary to conduct the Corporation’s ordinary business operations and affairs:
(a) Give notice to a Director or Directors in any practicable manner under the circumstances when notice of a meeting of the Board cannot be given to that Director or Directors.
(b) Deem that one or more officers present at a board meeting is a Director, in order of rank and within the same rank in order of seniority, as necessary to conduct a meeting.

During an emergency the Board may not take any action that is not in the Corporation’s ordinary course of business. Any actions taken in good faith during an emergency under this section bind the Corporation and may not be used to impose liability on a director, officer, employee, or agent. All provisions of the these Bylaws consistent with this Section 5.21 shall remain effective during the emergency.

ARTICLE VI
COMMITTEES; ADVISORY BOARD
Section 6.01 Audit Committee. .

In any fiscal year in which the Corporation receives or accrues gross revenues of two million dollars or more (excluding grants from, and contracts for services with, governmental entities for which the governmental entity requires an accounting of the funds received), the Corporation shall (i) prepare annual financial statements using generally accepted accounting principles that are audited by an independent certified public accountant (“CPA”) in conformity with generally 3 CBH Bylaws updates 2019_gb approved Page 7 of 16
accepted auditing standards; (ii) make the audit available to the Attorney General and to the public on the same basis that the Internal Revenue Service Form 990 is required to be made available; and (iii) appoint an Audit Committee of at least three directors, and may include nonvoting advisors.

The Audit Committee shall not include paid or unpaid staff or employees of the Corporation or its President or Treasurer or Chief Financial Officer. If there is a finance committee, members of the finance committee shall constitute less than 50% of the membership of the Audit Committee and the chairperson of the Audit Committee shall not be a member of the finance committee. Subject to the supervision of the Board, the Audit Committee shall:
(a) make recommendations to the Board on the hiring and firing of the CPA; (b) confer with the CPA to satisfy Audit Committee members that the financial affairs of the Corporation are in order;
(c) shall review and determine whether or not to accept the audit; (d) approve non-audit services by the CPA and ensure such services conform to standards in the Yellow Book issued by the United States Comptroller General; and (e) if requested by the Board, negotiate the CPA’s compensation on behalf of the Board.

Section 6.02 Executive Committee. The President, with the approval of the Board, shall appoint an Executive Committee at the commencement of each fiscal year, to consist of between three and five directors. The Chair, the President, the Vice President, the Treasurer shall serve on the Executive Committee along with such other Directors as are appointed. The Executive Committee is empowered by the Board to act on behalf of the Board between meetings of the Board and to report those actions to the Board of Directors.

Section 6.03. Additional Committees of Directors. The Board may, by resolution adopted by a majority of the Directors then in office, designate one or more additional committees, each consisting of two or more Directors, to serve at the pleasure of the Board. Any committee may also have any number of additional members who are not Directors, but who shall serve in only an advisory capacity, and shall have no authority to vote on matters considered by such committee.

Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:
(a) Fill vacancies on the Board or in any committee;
(b) Fix compensation of the Directors for serving on the Board or on any committee;
(c) Amend or repeal Bylaws or adopt new Bylaws;
(d) Amend or repeal any resolution of the Board which by its express terms is not 3 CBH Bylaws updates 2019_gb approved Page 8 of 16
so amendable or repealable;
(e) Appoint any other committees of the Board or the members of those committees; (f) Expend corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected;
(g) Approve any self-dealing transaction, as defined in Section 5233(a) of the California Nonprofit Corporation Law.

Section 6.04 Meetings and Action of Committees. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article V of these Bylaws, concerning meetings of Directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

Section 6.05 Advisory Board. The Chair, with the approval of the Board, shall have the authority to establish and appoint one or more advisory boards, the members of which need not be Directors of this Corporation, to advise the operating divisions of the Corporation, and to advise the Board concerning particular operations of the Corporation. The Board shall not delegate any of its powers or decisions to any advisory board.

ARTICLE VII

OFFICERS
Section 7.01. Officers of the Corporation. The officers of the Corporation shall be the President, Vice President, Treasurer, Secretary and Executive Director.

Section 7.02. Election and Appointment. The officers of the Corporation shall be elected at the first meeting of the Board of the beginning of each calendar year.

Section 7.03. Subordinate Officers. etc. The Board of Directors may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

Section 7.04. Removal. Without any prejudice to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors at any regular or special meeting of the Board, or, except in case of an officer chosen 3 CBH Bylaws updates 2019_gb approved Page 9 of 16
by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors,
Section 7.05. Resignation. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect on the date of the receipt of that notice or any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under contract to which the officer is a party.

Section 7.06 Vacancies. A vacancy in any office because of the death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

ARTICLE VIII

DUTIES OF OFFICERS
Section 8.01. President. The President shall preside at all meetings of the Board of Directors of the Corporation, or, in the event of the President’s absence, appoint an officer as president pro tem to preside over the meeting; appoint the membership of each Advisory Committee and any other committees authorized by these Bylaws in consultation with the Board of Directors; and serve as an ex officio member of any committee. The President of the Board is hereby authorized to exercise any right to vote or execute a proxy to vote shares of stock of any bonds, debentures, or other evidences of indebtedness of any other corporation or corporations owned or possessed by the Corporation.

Section 8.02. Vice Presidents. If the president is absent or disabled, the vice presidents, if any, in order of their rank as fixed by the board, or, if not ranked, a vice president designated by the board, shall perform all duties of the president. When so acting, a vice president shall have all powers of and be subject to all restrictions on the president. The vice presidents shall have such other powers and duties as the board or the bylaws may require.

Section 8.04. Secretary. The Secretary shall keep, or cause to be kept, at the principal office of the Corporation, or such other place as the Board of Directors may direct, a book of minutes of all meetings, proceedings, and actions of the Board of Directors. The Secretary shall issue timely notices of all meetings of the Board of Director and the membership. The Secretary shall keep the corporate seal in safe custody and perform such other and further duties as may be required bylaw, or as may be prescribed or required from time to time by the Board of Directors. The Secretary shall keep, or cause to be kept, at the corporation’s principal office, a copy of the Articles of Incorporation and Bylaws, as amended to date.

Section 8.05. Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times. The Treasurer 3 CBH Bylaws updates 2019_gb approved Page 10 of 16
shall prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board; shall disburse, or cause to be disbursed, the funds of the Corporation as may be ordered by the Board; shall render, or cause to be rendered to the President and Directors, whenever they request it, an account of all of their transactions as Treasurer and of the financial condition of the Corporation; and shall have other powers and perform such other duties incident to the office of Treasurer as may be prescribed by the Board or these Bylaws. If required by the Board, the Treasurer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of their office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in his possession or under their control on their death, resignation, retirement, or removal from office.

Section 8.06. Executive Director. The Executive Director shall conduct the day to day affairs including employment and discharge of such staff as are authorized by the Board; execution of such contracts and other documents as the Board shall from time to time direct; deposit all moneys and other valuables in the name of; and to the credit of the Corporation with depositories as may be designated by the Board of Directors; acting with the Treasurer or President, co-sign instruments of payment as are appropriate to the obligations of the Corporation, as ordered by the Board of Directors; and shall render to the President and the Directors, a monthly account of all such transactions as Executive Director.

Section 8.07. Additional Officers. The Board may empower the Chairperson, President, or chief executive, to appoint or remove such other Officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board from time to time may determine.

ARTICLE IX

FISCAL MANAGEMENT
Section 9.01. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January of each year, except that the first fiscal year of the Corporation shall begin on the date of incorporation. The commencement date of the fiscal year herein established shall be subject to change by the Board of Directors.

Section 9.02. Books and Accounts. Books and accounts of the Corporation shall be kept under the direction of the Treasurer of the Corporation.

Section 9.03. Auditing and Reports. At the close of each fiscal year, the books and records of the Corporation shall be audited by an independent accounting firm selected by the Board of Directors. The President of the Board shall cause to be prepared annually, a full and correct statement of the affairs of the Corporation, including a balance sheet and financial statement of operations for the preceding year, which shall be submitted at the annual meeting of the membership and filed with the Secretary of the Corporation. 3 CBH Bylaws updates 2019_gb approved Page 11 of 16
Section 9.04. Execution of Corporate Documents. With the prior authorization of the Board of Directors, any deeds, bonds, mortgages, contracts, or other legal instruments may be signed by the President of the Board and the Treasurer Officer or any other officer of the Corporation authorized by the Board of Directors, except in cases where the signing and execution thereof is delegated expressly by the Board of Directors to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed.

ARTICLE X

INSURANCE
Section 10.01. Right to Purchase Insurance. The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its directors, officers, employees, and other agents, against any liability asserted against or incurred by any director, officer, employee, or agent in such capacity or arising out of the director, officer, employee, or agent’s status as such.

ARTICLE XI

INDEMNIFICATION
Section 11.01. Definitions. For the purpose of this Article, (a) "agent" means any person who is or was a Director, Officer, employee, or other agent of this Corporation, or is or was serving at the request of this Corporation as a Director, Officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a Director, Officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this Corporation or of another enterprise at the request of the predecessor corporation;
(b) "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and (c) "expense" includes, without limitation, all attorneys' fees, costs, and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of their position or relationship as agent and all attorneys' fees, costs, and other expenses incurred in establishing a right to indemnification under this Article.

Section 11.02 Successful Defense by Agent. To the extent that an agent of this Corporation has been successful on the merits in the defense of any proceeding referred to in this Article, or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against them, then the provisions of Sections 3 through 5 shall determine whether the agent is entitled to indemnification.

Section 11.03 Actions Brought by Persons Other Than the Corporation. Subject to the 3 CBH Bylaws updates 2019_gb approved Page 12 of 16
required findings to be made pursuant to Section 11.05, below, this Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding other than an action brought by, or on behalf of, this Corporation, or by an Officer, Director or person granted related status by the Attorney General, or by the Attorney General on the ground that the defendant Director was or is engaging in self-dealing within the meaning of California Corporations Code Section 5233, or by the Attorney General or a person granted related status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was an agent of this Corporation, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.

Section 11.04 Action Brought by or on Behalf of the Corporation (a) Claims Settled Out of Court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this Corporation, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition for any expenses incurred in defending against the proceeding.
(b) Claims and Suits Awarded Against Agent. This Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action brought by or on behalf of this Corporation by reason of the fact that the person is or was an agent of this Corporation, for all expenses actually and reasonably incurred in connection with the defense of- that action, provided that both the following are met:
(i) The determination of good faith conduct required by Section 5, below, must be made in the manner provided for in that Section; and (ii) Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.

Section 11.05 Determination of Agent's Good Faith Conduct. The indemnification granted to an agent in Sections 3 and 4, above, is conditioned on the following:
(a) Required Standard of Conduct. The agent seeking reimbursement must be found, in the manner provided below, to have acted in good faith, in a manner he or she believed to be in the best interest of this Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he or she reasonably believed to be in the best interest of this Corporation or that he or she had reasonable cause to believe that their or her conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that their or her conduct was unlawful.
3 CBH Bylaws updates 2019_gb approved Page 13 of 16
(b) Manner of Determination of Good Faith Conduct. The determination that the agent did act in a manner complying with paragraph (a) above shall be made by:
(i) The Board by a majority vote of a quorum consisting of the Directors who are not parties to the proceeding; or
(ii) The court in which the proceeding is or was pending. Such determination may be made on application brought by this Corporation or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney, or other person is opposed by this Corporation.

Section 11.06 Limitations. No indemnification or advance shall be made under this Article, except as provided in Sections 11.02 or 11.05(b)(ii), in any circumstance where it appears:
(a) That the indemnification or advance would be inconsistent with a provision of the Articles or Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 11.07 Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by this Corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 11.08 Contractual Rights of Non-directors and Non-Officers. Nothing contained in this Article shall affect any right to indemnification to which persons other than Directors and Officers of this Corporation, or any subsidiary thereof, may be entitled by contract or otherwise.

Section 11.09 Insurance. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this Corporation would have the power to indemnify the agent against. that liability under the provisions of this Section.

Section 11.10 Fiduciaries of Corporate Employee Benefit Plan. This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent o the Corporation as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.
3 CBH Bylaws updates 2019_gb approved Page 14 of 16

ARTICLE XII

RECORDS AND REPORTS
Section 12.01 Maintenance and Inspection of Articles and Bylaws. The Corporation shall keep at its principal executive office the original copy of the Articles and Bylaws as amended to date.

Section 12.02 Maintenance and Inspection of Other Corporate Records. The accounting books, records, and Minutes of proceedings of the Board and any committees of the Board shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal executive office of the Corporation. The Minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form.

Section 12.03 Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind, and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

Section 12.04 Annual Report to Directors. Within one hundred twenty (120) days of the close of its fiscal year, the Corporation shall prepare an annual Report. The Corporation shall provide each Director with a copy of this report. The report shall contain the following information in reasonable detail:
(a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year.
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
(c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
(d) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year.
(e) Any information required by California Corporations Code Section 6322.

The report required by this Section shall be accompanied by any report thereon by independent accountants, or if no such report is prepared, the Certificate of an authorized Officer of the Corporation that the financial statements were prepared without audit from the books and records of the Corporation.

ARTICLE XIII
3 CBH Bylaws updates 2019_gb approved Page 15 of 16

CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporations Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both the Corporation and a natural person.

ARTICLE IV

DEDICATION OF ASSETS
No substantial part of the activities of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE XII

AMENDMENTS
Bylaws may be adopted, amended or repealed only by the Board. * * *

STATE OF CALIFORNIA

FRANCHISE TAX BOARD
PO BOX 942857
SACRAMENTO CA 94257-0540
Entity Status Letter
Date:

ESL ID:

According to our records, the following entity information is true and accurate as of the date of this letter.

Entity ID:

Entity Name:

1. The entity is in good standing with the Franchise Tax Board.

2. The entity is not in good standing with the Franchise Tax Board.

3. The entity is currently exempt from tax under Revenue and Taxation Code (R&TC) Section 23701

4. We do not have current information about the entity.

The above information does not necessarily reflect:
• The entity’s status with any other agency of the State of California or other government agency. • If the entity’s powers, rights, and privileges were suspended or forfeited at any time in the past, or the entity did business in California at a time when it was not qualified or not registered to do business in California:
o The status or voidability of any contracts made in California by the entity at a time when the entity was suspended or forfeited (R&TC Sections 23304.1, 23304.5, 23305a, 23305.1). o For entities revived under R&TC Section 23305b, any time limitations on the revivor or limitation of the functions that can be performed by the entity.

Connect With Us
Web: ftb.ca.gov
Phone: 800.852.5711 from 7 a.m. to 5 p.m. weekdays, except state holidays 916.845.6500 from outside the United States
TTY/TDD: 800.822.6268 for persons with hearing or speech impairments FTB 4263A WEB (REV 02-2019)
9/26/2019 5404672493 1888409 CLIFFORD BEERS HOUSING, INC. ✘ ✘ d.

Executive Director
Organizational Chart
Clifford Beers Housing, Inc.
2019
Clifford Beers
Housing, Inc.

Board of Directors
Operations Asset Manager
Manager
Assistant Project
Manager
Housing Director
Administrative
Assistant
Assistant Project
Manager
Marketing, PR, &
Grants Manager
Bookkeeper
Senior Project
Manager
Housing Dev.

Intern
Marketing &
Events Associate
Asset Management Assistant
Advancements
Assistant Proj.

Manager
Project Review
Committee
Fund Development
Committee
8D - Sponsor Organizational Chart
TBD, L.P.
a California limited partnership

TBD LLC
a California limited liability company,
its general partner

0.01% ownership
Clifford Beers Housing, Inc.
a California non profit public benefit corporation,
its sole member/manager
1318 Fourth Street TBD L.P.

Organizational Chart
(current)
TBD
its investor limited partner

99.99% ownership
TBD, L.P.
a California limited partnership

TBD LLC
a California limited liability company,
its general partner

0.01% ownership
Clifford Beers Housing, Inc.
a California non profit public benefit corporation,
its sole member/manager
1318 Fourth Street TBD L.P.

Organizational Chart
(post-construction loan closing)
TBD
its investor limited partner

99.99% ownership
2 Clifford Beers Housing, Inc.

CRISTIAN AHUMADA

EXECUTIVE DIRECTOR
Cristian was born in Chile and came to the United States in the 70s. His passion lies in the evolution of cities and their connection to housing. After receiving a BS in urban and regional planning, he prepared community plans for areas impacted by Los Angeles’ civil unrest of 1992. Since then, Cristian has been involved in tax credit syndication, housing development, and asset management in Los Angeles. He has overseen the development of more than 774 affordable apartment units, primarily apartments with support services for residents. He has secured over $247 million in loans, grants and equity from both private and public sources.

Before joining CBH, Cristian served for eight years as Director of Housing Development at Skid Row Housing Trust. The Star Apartments, an example of this work, was named the 9th best invention by Time magazine. It contains 4 stories of prefabricated modular construction over a 15,000 square foot open space that offers a jogging track, basketball court, green spaces, and a library as well as retail space on the ground floor. Cristian brings to CBH a unique approach of creating homes, not units; creating communities, not projects.

Professional Experience
• Clifford Beers Housing, Los Angeles, Executive Director, 2013 - present • Skid Row Housing Trust, Los Angeles, Director of Housing Development, 2005 - 2013
• Esperanza Community Housing Corporation, Los Angeles, Director of Housing, 2002 - 2005
• NEW Capital, Los Angeles, Director of Real Estate Development, 2002 • California Equity Fund & National Equity Fund, Los Angeles, Acquisitions Manager, 1997 - 2002
• Edison Housing Investments, Irvine, 1996 - 1997
• Hollywood Community Housing Corporation, Los Angeles, Asset Manager, 1994 - 1996
• Coalition of Neighborhood Developer, Los Angeles, Community Planner/Manager, 1993 - 1994
• Cotton/Beland/Associates, Pasadena, Planning Designer, 1992 - 1993 Education
• Bachelor of Science, Urban and Regional Planning, California State Polytechnic University, Pomona
Affiliations
• Boardmember, Southern California Association of Non-Profit Housing, 2010-2013 11739 Victory Blvd., North Hollywood, CA 91606 | phone. 213.316.0108 | fax. 213.316.0111 www.cbhousing.org
Board of Directors
2019 Roster & Terms
Mark Rasmussen, President
3 year term beginning 2017
Term expires end of 2019
California Community Development Corporation
Email: [email protected]
Business: (818) 550-9807
Victoria Hunt, Secretary
3 year term beginning 2018
Term expires end of 2020
Commonwealth Land Title Company
Email: [email protected]
Business: (213) 330-3089
Matthew Haas, Treasurer
3 year term beginning 2017
Term expires end of 2019
Riverside Capital
Email: [email protected]
Mobile: (310) 386-3342
Lisa Priestley, Director
3 year term beginning 2019
Term expires end of 2021
Affordable Housing Consultant
Email: [email protected]
Mobile: (310) 418-6035
Claudia Lima, Director
3 year term beginning 2018
Term expires end of 2020
CIT/OneWest Bank
Email: [email protected]
Business: (626) 535-5748
Maryjane Puffer, Director
3 year term beginning 2017
Term expires end of 2019
The Los Angeles Trust for Children’s Health
Email: [email protected]
Business: (213) 241-3846
Mobile: (213) 392-9936
Emma Chavez, Director
3 year term beginning 2018
Term expires end of 2020
Boston Private Community Investment
Email: [email protected]
Business: (213) 784-8276
Omar Hall, Director
3 year term beginning 2018
Term expires end of 2020
Email: [email protected]
Mobile: (562) 243-4131
Marie Rumsey, Director
3 year term beginning 2018
Term expires end of 2020
Central City Association of Los Angeles
Email: [email protected]
Business: (213) 416-7513
Kamara Green, Director
3 year term beginning 2017
Term expires end of 2019
Freddie Mac Multifamily
Email: [email protected]
Business: (213) 337-4249
Mobile: (213) 309-2739
Lynell Washington, Director
3 year term beginning 2019
Term expires end of 2021
Urban Planner/Designer
Email: [email protected]
Mobile: (818) 585-9255
Charlene Dimas-Peinado
[email protected] • 3031 South Vermont Avenue, Los Angeles, CA 90007• (323)373-2400, Ext. 3306, Fax (323)373-2424
WWW.WELLNESTLA.ORG
Executive Profile
Accomplished executive with demonstrated ability to deliver mission driven programs and services addressing systemic issues of mental health and health disparities affecting low-income, under-resourced communities through multi-disciplinary, entrepreneurial approaches that involve both direct services, community engagement and systems-change strategies. Innovative executive offering outstanding presentation, communication and cross-cultural team management and leadership skills. Strategic handson executive, with an exemplary record of strengthening a governmentally funded organization. Excellent ability to align major change efforts with organizational mission and goals. Talent for excelling in fast pace, high profile environments. Excellent ability to drive initiatives from planning through execution.

Skilled negotiator in times of financial, political, and community challenges. Dedicated to advocating for social, emotional, educational and economic equity on behalf of vulnerable children and underserved communities. A team builder able to analyze and formulate disparate information into a sound, wellorganized plan. Logical, analytical, and rational problem solver who is able to set and achieve realistic goals, creatively develop solutions, and mediate disputes effectively.

Education/Licensure
M.S.W.: SOCIAL WORK
California State University, Long Beach
E.M.L.: MASTER OF LEADERSHIP
University of Southern California, Los Angeles, CA
L.C.S.W.: LICENSURE
Board of Behavioral Sciences
Certificate of Nonprofit Board Consultant
Core Accomplishments
A seasoned administrator in public and private funding expanding mental health and housing services in Los Angeles County. Experience with organizational rebranding and development of signature programs such as - Birth to Five Services - early intervention & prevention programs for vulnerable children birth to age five; trauma-informed comprehensive mental health services for children and families; Permanent Supportive Housing Services for homeless families, and school based services for high-risks children and youth in multiple school districts. Experience with establishing multiple evidenced-based practice models to help children with severe mental health issues and trauma. A track record of securing public and private funding for behavioral health programs; demonstrated success in leading fundraising projects to include public and private sector funding sources; extensive experience in securing large scale federal and/or philanthropic grants, particularly to fund capacity building, capital projects and change management projects. Proven success in developing strong relationships and working with non-profit board of directors, community leaders and elected officials.

Experience
President and CEO
Wellnest, Los Angeles, CA (09/2016 – Current)
Ensure that the day-to-day operations and programs of the organization are smoothly and effectively administered; provide appropriate oversight of all staff and programs, with continued focus on program quality, innovation, funding and expansion; Ensure that staff competencies and the staffing mix are scaled to the needs of the organization and its clients; develop staff recognition programs and engender a collaborative environment; and encourage staff opportunities for growth within the organization; Provide for proper compliance and risk management, ensuring strict contract compliance with funder requirements, particularly the Los Angeles County Department of Mental Health, Department of Child and Family Services, Department of Rehabilitation, foundations and other granting sources; Ensure that clinical and other services are continually strengthened, best practices for the field are implemented and followed, information systems are scaled to the needs of service providers and track information required to assure compliance to grant requirements, and that services are regularly evaluated and extended to new client cohorts.

Engage in the current and prospective funding communities for the organization; in collaboration with the Board Advancement Committee Chair and the staff, create goals, strategies, assigned responsibilities, and fund development in the interest of securing diverse streams of ongoing funds for the organization’s programs; engage Board and staff members in fundraising and share information on fundraising progress; Serve as fundraiser-in-chief, sustaining current funding levels and also actively expanding networks from which new funding can be cultivated across a diverse mix of corporate, foundation, individual, public sector funders, commercial insurance contractors, and new opportunities available through the Affordable Care Act and other programs; seek capacity-building funds to support the organization’s mission through a time of organizational change, expansion and transition; With the Vice President of Advancement and the Chair of the Advancement Committee personally drive fundraising solicitations, especially with government entities, major private donors, businesses, foundations and others; develop fundraising roles and objectives for the Board Chair, the Chair of the Development Committee, other Board Members, the Development Team, and the Executive Management Team; be a major presence and force at development events; Continually explore new and creative marketing strategies that extend support for the organization to a broader base; create new opportunities for branding and enhancing the image of the organization.

Maintain, promote and provide visibility for the organization, by serving as a credible, articulate and effective spokesperson, in person and in writing; be the “face” of the organization, serving as an advocate for the Wellnest’s children and families on policy and funding issues, in particular with local and state government and throughout Los Angeles communities; influence government action relating to funding for the clinical and housing programs;
Ensure that the Wellnest is recognized by clients, funders, partners and influencers in the field for its leadership, particularly in shaping and delivering mental health and associated services; develop and report on evidence-based outcome metrics;
Identify and cultivate an expansive portfolio of strategic alliances and community-based partnerships important to the provision of essential services delivered by and through the organization; Foster ongoing communication and relationships with key elected officials to remain abreast of changing health care systems and approaches, funding sources and policies, and incorporate needed adjustments to the organization’s services and support infrastructure into the Strategic Plan.

With the Board Chair, coordinate the efforts and initiatives of: various Board Committees and Task Forces, Board meeting agendas, Board retreats; recruitment of diverse, talented and experienced new Board members; encourage and plan Board members’ involvement in a range of the organization’s activities including in development of the Strategic Plan, fundraising, financial oversight, and program review;
Develop and recommend policies and procedures as requested by the Board of Directors; implement approved Board policies, program goals and objectives and work collaboratively to enable the Board, its committees, and individual board members in fulfilling the Board’s governance functions.

Chief Executive Officer
The Whole Child, Whittier, CA (01/2005 – 09/2016)
Developed and monitored strategies for ensuring the long-term financial viability of agency.

Directed day to day operations and provided leadership to the administration, coordination, and implementation of organizational policies, procedures, strategic planning, mental health and housing programs/services;
Managed the preparation of the annual budget for the Board of Director's financial management, allocation and implementation of short and long range fiscal strategic planning initiatives to ensure that current and future fiscal goals/needs are clearly identified and addressed; Developed and recommended policies and procedures as requested by the Board of Directors; implement approved Board policies, program goals and objectives and worked collaboratively to enable the Board, its committees, and individual board members in fulfilling the Board’s governance functions; Established operational objectives that support the strategic plan and provide leadership in the implementation of the agency’s strategic plan;
Ensured maximum revenue reimbursement, utilization and compliance with applicable local, county, state and federal regulations and guidelines;
Managed the planning and implementation of system-wide contracting with DMH, First LA, DCFS, HUD, LAHSA, HACoLA, local cities, and private foundations; Managed the design, marketing, promotion and delivery if quality programs and services to under-served communities. Ensured having the appropriate systems, physical space, and technology to operate efficiently and effectively;
Served as fundraiser-in-chief, sustaining current funding levels and also actively expanding networks from which new funding can be cultivated across a diverse mix of corporate, foundation, individual, public sector funders, commercial insurance contractors and new opportunities available through the Affordable Care Act and other programs; continuously seek capacity-building funds to support The Whole Child’s mission through organizational change, expansion and transition; Worked collaboratively with human resources implementing employee policies and procedures that fully conform to current laws and regulations. Lead, motivated, and developed staff members so that they are passionate about The Whole Child’s vision, goals, and achievements, and are committed to working effectively toward continual improvement;
Managed the analysis and maintenance of production and performance statistics.

Chief Operating Officer
The Whole Child, Whittier, CA (08/1997 to 2005)
Directed the administration of mental health programs and services including the formulation and development of policies relating to the delivery of mental health services; Ensured that the mental health services provided by The Whole Child met County, State and Federal legislative regulations and standards; and services met court mandated standards; Directed through subordinate managers, the central administrative operations and services with a variety of administrative functional areas including finance, human resources, facilities management, information technology, materials management, and other administrative support functions; Directed the planning, development and administration of multiple departments, i.e. outpatient services, school based services, FSP, birth to five services, specialized foster care, Cal WORKS, AB3632 services, etc.;
Directed the planning, administration and evaluation of a human resources program for The Whole Child with extensive personnel, operations and activities;
Initiated and directed highly complex administrative cost studies of departmental operations and procedures, directed the preparation of reports, and recommended and implemented new and revised policies and procedures based on study findings;
Managed the analysis and maintenance of production and performance statistics.

Civic Involvement/Recognitions
Trustee and on the Board of Governors for the Museum of Natural History in Los Angeles Board of Governors for the City Club LA
Co-Chair Mental Health for Empowerment Congress (Second Supervisorial District) Board of Director for Rotary LA5
Board of Directors for Association of Community Human Service Agencies (ACHSA) (2015-2016) Commissioner for Public Social Services for Los Angeles County (2014-2016) Social Service Commissioner for City of Whittier (2006-2016) Member - Community Benefit Oversight Committee - PIH Health (2010-2016) President (2014/2015) - Rotary Club of Whittier
President (2012/2015) - Pico Rivera Chamber of Commerce John Van DeKamp Award (2018) - Outstanding Dedication to Transforming Community through Innovative Service and Programs
Community Advocate (2015) - Women of Excellence Award by NLBWA – LA Chapter Woman of the Year for Community Service (2013) - Honored by Assembly Member Tony Mendoza Positive Image Award for Community Affairs (2013) – Hispanic Outreach Taskforce Woman of Distinction Award (2012) - Soroptimist International of Pico Rivera Commissioner Past Member of National Charity League
Past Member of BNI – Business Networking International
Michael Maltzan, FAIA,
is the founder and design
principal of Michael Maltzan
Architecture. Through a deep
belief in architecture’s role in
our cities and landscapes, he
has succeeded in creating new
physical, cultural, and social
connections across a range
of scales and program types
including housing, cultural, and
institutional projects.

Michael received a Master of
Architecture degree with a Letter of
Distinction from Harvard University in
1998. He holds both a Bachelor of Fine
Arts and a Bachelor of Architecture
from the Rhode Island School of Design,
where he received the Henry Adams AIA
Scholastic Gold Medal.

He lectures internationally, and often
serves as a design instructor, lecturer, and
critic at prestigious architectural schools
including the GSD, MIT, Princeton,
Rice, RISD, UCLA, UC Berkeley, USC,
University of Waterloo, and SCI-Arc.

Michael’s designs have been featured
in over 100 national and international
publications and his work has been
exhibited worldwide.

Michael is a licensed architect in
California, Florida, New York, and Texas;
a Fellow of the American Institute of
Architects; and a GSA Design Excellence
Program Peer.

MICHAEL MALTZAN FAIA, NCARB

EDUCATION /
Master of Architecture /
Harvard University
Bachelor of Architecture &
Bachelor of Fine Arts /
Rhode Island School of Design
YEARS OF EXPERIENCE / 34
YEARS AT MMA / 24

PROFESSIONAL REGISTRATIONS /
Registered Architect: CA, FL, NY, TX
NCARB Certified

AFFILIATIONS /
American Institute of Architects, Fellow
United States General Services Administration
Design Excellence Program Peer

SELECT REFERENCES /
Mike Alvidrez, Executive Director Skid Row
Housing Trust (Retired),
[email protected]
William McGregor, President, McGregor Brown
Development, [email protected]
Lorne Buchman, President, Art Center College of
Design, (626) 396-2200

DESIGN PRINCIPAL /

FOUNDING PRINCIPAL

SELECT HOUSING EXPERIENCE /
STAR APARTMENTS / Los Angeles, CA
95,000 sf, 102-unit permanent supportive
housing with resident support services and
community areas, LEED Platinum

NEW CARVER APARTMENTS /
Los Angeles, CA
53,000 sf, 97-unit permanent supportive
housing with resident support services and
community areas
CREST APARTMENTS / Los Angeles, CA
45,000 sf, 64-unit permanent supportive
housing with resident support services and
community areas, LEED Platinum
RAINBOW APARTMENTS / Los Angeles, CA
43,000 sf, 88-unit permanent supportive
housing with resident support services and
community areas
ONE SANTA FE / Los Angeles, CA
523,400 sf, 439-unit mixed-use transitoriented development in Los Angeles’s Arts District neighborhood
1600 WILSHIRE / Los Angeles, CA
130,000 sf, 85-unit, amenity-rich housing
featuring expansive indoor and outdoor
common spaces with extensive landscaping
290 COLONY STREET HOUSING /
Winnipeg, MB
103,000 sf, 114-unit mixed-use residential
tower for the University of Winnipeg
Community Renewal Corporation 2.0
THE FIFTH / Los Angeles, CA
150-unit permanent supportive housing with
resident support services and community areas

MIT VASSAR STREET RESIDENCE /
Cambridge MA
148,000 sf, 450-bed residential hall at the
threshold between the university campus and
the city of Cambridge
ST. LOUIS HOUSING / St. Louis, MO
45,000 sf, 35-unit housing project that
integrates dynamic architectural massing and
internal courtyards
598 BRANNAN / San Francisco, CA
Mixed-use development with 1,000,000sf
of Class A office space, 100,000 sf of
Production, Repair and Distribution space,
ground level retail space,90 affordable housing
units, and a central 1-acre urban park
MICHAEL MALTZAN ARCHITECTURE, INC.

Since joining Michael Maltzan
Architecture in 1997, Managing
Principal Tim Williams has
supervised the development
of the firm’s most recognized
projects. His multi-unit
residential experience includes
permanent supportive, mixedincome, student life, and
market-rate housing projects
across North America.

Tim is committed to overseeing and
managing a team that works within each
project’s parameters of schedule, budget,
and program, and is dedicated to project
delivery that is both efficient and best
fulfills the project’s design intent. His
unparalleled dedication and extensive
experience in project definition, resource
management and coordination, risk
mitigation, and negotiation has enabled
MMA to deliver its most complex, most
ambitious projects successfully.

Prior to joining MMA, Tim was
instrumental in the design and realization
of important cultural works at Gehry
Partners, including the Guggenheim
Bilbao and Walt Disney Concert Hall. He
received his Bachelor of Architecture with
Distinction from the Southern California
Institute of Architecture.

TIM WILLIAMS

EDUCATION /
Bachelor of Architecture with Distinction and
Top Thesis Medal /
Southern California Institute of Architecture
YEARS OF EXPERIENCE / 30
NUMBER OF YEARS AT MMA / 22

SELECT REFERENCES /
Cristian Ahumada, Executive Director,
Clifford Beers Housing, [email protected],
(213) 316-0108 ext. 123
Marcella Poirier, Chief Development Officer,
University of Winnipeg Community Renewal Corp.,
[email protected]
Chuck Cowley, President, Cowley Real Estate
Partners, [email protected], (310) 746-4090

PRINCIPAL IN CHARGE /

MANAGING PRINCIPAL

SELECT HOUSING EXPERIENCE /
STAR APARTMENTS / Los Angeles, CA
95,000 sf, 102-unit permanent supportive
housing with resident support services and
community areas, LEED Platinum

Reporting and Responsibilities Chart
Clifford Beers Housing, Inc.
a California non profit public benefit corporation,
sole member/manager of the general partner of the
‘to-be-formed’ limited partnership
RFP Proposer
CBH Asset Management
Department
CBH Housing
Development Department
Michael Maltzan
Architecture,
Project Architect General Contracator
Construction Manager
Landscape Architect
Engineers (MEPS, Civil)
Levine Management
Group,
Property Management
Company
Wellnest LA,
Supportive Service
Provider
Subcontracators
Development
Consultants

4.5.3 Development and Services Concept
A Vision Statement

Clifford Beers Housing is proud to present The Wave for the site at 1318 Fourth Street in collaborations with Michael Maltzan Architecture, Levine Management Company, and Wellnest LA.

Per the 2019 Homeless Count, Santa Monica is home to roughly one thousand people experiencing homelessness. The City has wisely responded to the housing and homelessness crisis by offering this ideal site for affordable housing. Across the County and the region, the public is growing increasingly unsatisfied with affordable and supportive housing development. They’re right. It takes too long. It costs too much. This is the context into which CBH is proposing The Wave. The need for affordable and supportive housing has never been greater, but it is time to meet that need in new ways, ways that allow public funds to go farther and people to get into housing faster. We are confident this project will do just that through three innovative strategies: retrofitting rather than removing the existing garage, prefabricated modular construction, and non-LIHTC financing. In this manner, we expect The Wave will be completed in three years and well below industry average cost.

The expertise of this development team, combined with these innovative strategies will create a new model of development that will inspire a Wave of more efficient projects, in addition to achieving the following goals:

1. Creation of 91 homes for low-income individuals and families, including 50 units for formerly homeless or chronically homeless households;

2. Slashing the carbon footprint of urban infill by transforming the existing garage into the podium of The Wave, which would otherwise be constructed of new materials, and thereby inventing a new model for sustainably retrofitting existing parking structures into the housing our cities need;

3. Activation of over 9,000 square feet of pedestrian-oriented commercial space for local businesses, complementing the nearby Third Street Promenade, and activating use of the alley with commercial space;

4. Creation of employment opportunities for residents of The Wave;

5. Reduce the cost and time of the project by utilizing modular construction, limiting on-site concrete work, and retrofitting rather than rebuilding the ground floor;

6. Minimize the neighborhood impact of construction through the combination of retrofitting the garage and modular construction, which significantly shortens the construction period; being a good neighbor

7. Reduce time and costs associated with typical supportive housing development by financing the project without Low Income Housing Tax Credits (LIHTC) Ground Floor Concept, Being a Good Neighbor
The project is made up of two primary parts: a lower retail and parking zone and a residential zone above. The retail and parking will be incorporated into the lower levels of the existing structure with infill construction. Spaces for supportive services and a lobby for the housing will be incorporated into the existing structure. Two levels of parking will be maintained on the rear portions of the structure, taking advantage of the existing parking layout. Although no parking is required for the residential units, CBH has found it beneficial to provide parking spaces for family units in addition to the parking for the commercial spaces.

As part of the City’s outreach process for the community plan one community member wrote ‘I love downtown because…you can see your history and your future.’ The Wave acknowledges this site’s past and transforms it into the future by reutilizing pieces of the current parking structure and reinforcing it into something beautiful, holistic, and pedestrian-oriented. In 2010, Santa Monica strengthened their commitment to environmental practice by implementing strategies to create conditions for sustainable urban environment and we seek to build upon the great foundation of downtown Santa Monica by doing the same on this site. Instead of demolishing the layers of concrete and rebar as they current exist on the site, CBH proposes to repurpose the bottom two floors of parking structure into retail spaces, community and resident spaces, and supportive service offices. The reuse of the current structure not only achieves environmental goals, but also minimizes the financial contribution from the Redevelopment Replacement Housing Trust Fund while achieving the same amount of affordable housing on the site and drastically reduces the impact to neighboring businesses and traffic associated with digging and pouring a brand-new foundation. CBH knows that bringing supportive housing into a thriving commercial area will be controversial for some neighbors.

In our experience, gaining public support and trust comes down to being a good neighbor to the community. That means being transparent through each step of the development process and doing everything we can to alleviate the impact of construction on the surrounding businesses.

Housing Concept
The residential units will be built on top of the existing structure using prefabricated construction.

Organized into a series of stepping “towers” that create the appearance of The Wave, the modules are placed around two internal courtyards and a series of terraces. The towers of varying height will be connected by a system of outdoor corridors that will link together the units and the outdoor terraces. These outdoor areas will bring natural light and ventilation deep into the building and serve as a vital social space for the residents. The juxtaposition between the sloped parking spaces and the vertical lines of the towers is visually striking for passersby and intrigue pedestrians to engage with the building and the commercial spaces at the ground floor.

The Wave will be home to 50 households whom were formerly homeless or chronically homeless, all at or below 30% of AMI. These 50 households will be a mix of single individuals, families, and transition-age youth (TAY). Forty homes will also be reserved for households making between 60% and 80% of AMI to create stepping stones for social and economic mobility. This integrated population model has the extra benefit of creating an internal safety net for individuals who may be at risk of homelessness at the higher AMIs, who will also be able to access on-site services if they so desire.

B Services Provided
The County of Los Angeles has committed to providing supportive service funding for the residents of the 50 PSH units in The Wave and will enter into a contract with Wellnest for up to $360,000 per year. Together the County and Wellnest will collaborate to ensure tenants receive the support needed to remain stably housed, including the creation of an acceptable tenant selection criteria in collaboration with DHS, the provision of high quality ICMS which includes transportation to medical and other relevant appointments, ongoing reassessments for care, connection to in home supportive services, attending and/or convening periodic meetings with partners and problem solve around tenant support needed to remain housed and stable, creating eviction prevention strategies, and convening periodic meetings with partners to problem-solve around tenant, building and community issues. Together with Michael Maltzan Architects, CBH has set aside 2,900 square feet of space for service provision within The Wave. This will include private offices for two resident service coordinators and two case managers, conference rooms for meetings, lobby, and bathrooms dedicated to the service space.

Please see the Service Plan and Letter of Intent from Wellnest LA later in this document.

C Conceptual Plans
Our proposed design includes 91 housing units (including 41 one-bedrooms, 26 two-bedrooms, and 24 three-bedrooms), 9,000 square feet of retail, 5,000 square feet of amenity and supportive service space. CBH has secured LOIs from Brandview Capital Partners and Millet Creperie for the commercial spaces. Of the 91 residential units, 50 are permanent supportive housing units and 41 are non-special needs affordable units up to 80% of AMI. The project design explores new ways of creating a vital mix of housing, residential greenspace, and retail spaces along the Fourth Street corridor and Third Court Alley. By retaining significant portions of the existing parking structure, the project limits demolition impact, construction time delays, and the environmental impact associated with concrete podium construction. Prefabricated modular construction of the residential units will further reduce costs, accelerate the construction schedule, reduce the carbon footprint and minimize the impact of onsite construction in a tight urban-infill site.

See the attached site plans, floor plans, a site plan, and a summary of uses and floor areas from Michael Maltzan Architects later in this document. Also see an attached LOIs for the commercial spaces.

D Schedule of Performance
CBH is thrilled to provide a timeline for the development of The Wave that utilizes three innovative strategies to be able to welcome residents into their new home in just three years from site award.

See the preliminary schedule of performance later in this document.

PRE-FABRICATED MODULAR UNITS
• 92 TOTAL UNITS
• 1 BED / 2 BED / 3 BED UNIT MIX
• 256 MODULES
• MAXIMUM STACK 5 LEVELS
• INSTALLATION TIME: 1 MONTH
TOP-POUR + SEISMIC UPGRADES
• NEW COMPOSITE CONCRETE

SLAB OVER EXISTING STRUCTURE

PROVIDES LEVEL SURFACE AND

ANCHORING FOR MODULE STACKS
• ADDITIONAL SHEAR WALLS,
COLUMN JACKETS + MICROPILINGS AS REQUIRED

EXISTING PARKING STRUCTURE
• 2 LEVELS PARKING DEMOLISHED
• 2 LEVELS PARKING RETAINED
• RETAIL INFILL AT FOURTH STREET

FRONTAGE
• PARKING + SMALL RETAIL AT ALLEY

FOURTH STREET
ALLEY

THIRD STREET PROMENADE

ARIZONA AVENUE

CIRCULATION
• EXTERIOR CORRIDORS
• NEW ELEVATORS AND EGRESS
STAIRS

FOURTH STREET HOUSING

SANTA MONICA, CA

BUILDING DIAGRAM N

FOURTH STREET HOUSING

SANTA MONICA, CA

VIEW FROM FOURTH STREET LOOKING SOUTH

VIEW FROM FOURTH STREET LOOKING NORTH

THIRD COURT ALLEY

FOURTH STREET

COURTYARD

TERRACE

TERRACE
GREEN
ROOF
GREEN
ROOF

PARKING

RETAIL RETAIL RETAIL
CAFE /

BIKE SHOP BIKE

STORAGE

RESIDENTIAL
LOBBY

GROUND LEVEL PLAN

RESIDENTIAL LEVEL PLAN
SCALE: 1/32” = 1’-0”
SCALE: 1/32” = 1’-0”

THIRD COURT ALLEY

FOURTH STREET

PARKING ENTRANCE
N

FOURTH STREET HOUSING

SANTA MONICA, CA

POTENTIAL UNIT PLANS
SCALE: 1/8” = 1’-0”

FOURTH STREET HOUSING

SANTA MONICA, CA

BED BED

BED BED
BED
BATH
CL
CL
CL CL
CL
CL
CL
CL
CL
BATH
W/D
W/D
W/D
W/D
W/D
CL
CL
BED
CL
BATH
BATH

KITCHEN

KITCHEN KITCHEN

KITCHEN
BATH
BATH
BED

LIVING LIVING
LIVING
LIVING
LIVING

11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 Site Control
RFP DueRFP AwardNegotiate & Execute DDA
Negotiate & Execute Ground Lease
Site Conditions
Soil MatrixSite Structural Assessment
Community Engagement
Meet with Councilmembers and County Supervisor office
Community Stakeholder Meetings, including local business community Funding
Santa Monica Redev. Replacement Housing Trust Fund Application Santa Redev. Replacement Housing Trust Fund Award
SMHA Vouchers Application
SMHA Vouchers Award
City of SM Reprograms Garage Demolition Funds
Predevelopment Loan ApplicationPredevelopment Loan ClosingLA County Housing Trust Fund Application Due LA County Housing Trust Fund AwardConstruction Loan ApplicationConstruction Loan ClosingPermanent Loan ApplicationPermanent Loan Closing Coastal Development Permit
Prepare Coastal Development Permit Application
Coastal Commission Processes Application
City Permits
Administrative Review ‐ SMDCP
SMDCP Approval
Architectural Review Board
Architectural Review Board ApprovalSMDBS ReviewSMDBS Approval Design
Schematic DesignDesign DevelopmentConstruction Documents Modular (Factory) Construction
Pre‐Construction A&E Procurement
Modular Engineering (5% of cost due)
Material Deposit (20% cost due)
Factory Production (70% cost due)
Delivery, staging, and Installation (100% cost due)
On‐Site Contruction
Partially Demo Garage
Prep Bottom Floors for Re‐Use (Seismic & Structural Refurbishing) Prefab Installation & Finish‐Out
Final Completion
CofORetention Release
Residential Lease‐Up
Task Description

4.5.3 d. The Wave Preliminary Schedule of Performance
2019 2020 2021 2022 2023

4.5.4 Community Involvement Plan
Clifford Beers Housing is committed to creating strong relationships with the communities in which they build, own, and operate buildings. More importantly, CBH always seeks to establish good working relationships with each community to create a foundation of positive human connectivity for each building’s residents. Through transparent and responsive engagement, CBH cultivates an environment in which existing community members feel empowered to let their voices be heard and new residents feel welcomed to their neighborhoods, including the business community. Involving a variety of voices in the development process means that a project can more assuredly move smoothly and openly through predevelopment and construction to provide housing for those in need, particularly with Permanent Supportive Housing.

Community involvement at the outset helps us to more closely tailor a development to the needs of existing residents without long delays in the timeline; involvement in the later stages helps integrate the development and its residents into their new community.

The Neighborhood

Before starting a development, CBH must seek to understand the social, cultural, and physical landscapes of the community. 1318 Fourth Street, between Santa Monica Boulevard and Arizona Avenue, is only a few blocks from the famous Downtown Santa Monica/Third Street Promenade. The advantages of its location in a dense residential and bustling commercial district cannot be understated. Within walking distance there is a farmer’s market, a movie theater, a YMCA, and a library, along with countless restaurant and small retail destinations. Reaching out to these residents, businesses, and institutions will be crucial for the success of any community involvement plan. Particular places and stakeholders of interest include the Laemmle Monica Film Center, the Westside Comedy Theater, the Santa Monica Public Library, and the many small businesses in the area.

As a continuation of CBH’s information gathering, political entities and governmental departments are crucial to reach out to early to encourage open dialogue throughout development. CBH will reach out to Santa Monica City Council, the Santa Monica City Planning & Community Development Department, and the office of Sheila Kuehl, Los Angeles County Supervisor for District 3. We will also encourage them to participate in community meetings as they are held.

The Community Plan

The CBH model of community involvement, and one that has been well received in the past, relies on an iterative approach. That is, building a strong base in the community-at-large and then refining our relationships to specific stakeholders over time. The first part of this approach, inform, involves large-scale information-sharing through print advertisements, social media, and public meetings.

This allows the community to get a sense of who we are at CBH, the type of work we do, and the particulars of this development. The primary purpose of this part of the involvement process is to raise awareness of the proposed project and of CBH.

Second, we seek to dialogue with members of the community by holding continuing smaller meetings with individual stakeholders. We have found that by listening to one set of stakeholders at a time, CBH staff can more intently listen, understand, and respond to their unique interests in unique ways. In these meetings, we can deliver presentations and share information in a way that is tailored to the needs and interests of these stakeholders, and provide responses to specific questions that can likewise be more thoughtful and engaging. In these smaller meetings, stakeholder groups will be able to request future meetings with any part of the development team (e.g. CBH, the architect, the property manager, the supportive service provider, and others).

This part of the process neither formally begins nor ends, but is instead an ongoing conversation with the community. CBH has extensive experience providing platforms for these sorts of conversations, and we are always finding new ways to balance the needs of community members with the needs of individual projects.

Finally, in the Involve phase, we encourage integration of the development and its residents into the community. To this end, we contact local nonprofits, CBOs, faith-based organizations, and public institutions so that they can distribute information about lease-up to their constituents. Keeping the community abreast of the development’s progress is essential because it (a) bolsters broad support for the development, (b) encourages community members to participate in community programming with new residents, and (c) notifies community members in need of affordable housing of the availability of affordable housing.

This phase strengthens the ties between the community and new residents in both directions, as it not only integrates new residents, but also expands the market for goods and services. The businesses in the immediate vicinity of the development would be encouraged to advertise on the community bulletin board to capitalize on this added economic value.

Outreach Experience
Community involvement is a critical and exciting part of the development process for CBH. The organization feels that a transparent community involvement experience is essential to a wellreceived and successful project. CBH has experience delivering similar community engagement programs for other developments that have been incredibly successful in gaining community support and understanding. See below for two recent examples of how CBH has utilized this process.

Metamorphosis on Foothill
Sylmar, Los Angeles
Between 2017 and 2018, CBH staff and its development partners met with residents in a series of open house meetings and smaller stakeholder committees. These meetings addressed community questions and concerns about the populations served, the project timeline, and specific design standards. Residents expressed concerns about the services provided on-site, the land use of the property, as well as the desire for limited building access, ample room between Metamorphosis and existing buildings, and for the design to be smoothly integrated into the community by readjusting exterior architectural features to something the community enjoyed. The project hosted community meetings that brought out upwards of 70 people to learn about the development and won the support of the Council Office, Neighborhood Council, over 40 trusted organizations and individuals in Sylmar. The team has also followed up with the Planning and Land Use Committee of the Neighborhood Council twice during construction to update the community on progress at the site and to follow-up on specifics of how the façade of the building will look. The building is currently under construction.

Corazón del Valle
Panorama City, Los Angeles
Since March 2019, CBH staff and its development partners met with residents, business owners, and elected officials in a series of community feedback sessions, and smaller stakeholder committees. These meetings addressed questions and concerns that the community had about applying for residency, the provision of parking, and the potential creation of a community center for current neighborhood residents. Residents also expressed design suggestions such as open space, a community garden, and the planting of native, drought-resistant plant species. CBH staff met attended or hosted over 20 meetings with the community and outreached to over 150 individuals in the community. The project has its own website (Corazon-del-valle.org) for community individuals to receive updates on predevelopment activities. Once the project begins construction, similar updates will be available as well as leasing opportunities.

4.5.5 Financing Strategy
a. Construction & Permanent Financing Sources & Uses
Capital Sources
Our project relies on a new cost and time-efficient model. The LIHTC program imposes significant costs and time, and avoiding it, in conjunction with the economies of scale for a project this size, enables us to reduce the number of funding applications we have to seek out. These applications are incredibly time intensive, many coming out once per year, and are very competitive, often being oversubscribed. This means most projects have to submit for the same funding multiple times, dragging the predevelopment process out for years, and financially burdening the project.

Additionally, we are in a time when many of these sources are no longer available. For example, The Los Angeles Community Development Authority has confirmed that there will not be a round of No Place Like Home in 2020, so we have left that out of our capital stack.

Roughly two-thirds of the project’s cost ($26.5 million) will be supported by a permanent loan rather than capital public subsidy. This is possible because 40 of the units the units will generate rents between 60 and 80% of AMI. Additionally, this presents an opportunity to capitalize a one-year Transition Reserve and 2.5-year Affordability Reserve for the Permanent Supportive Housing units.

Our next largest source is the County of Los Angeles’ Affordable Housing Trust Fund, which will provide just under 20% of The Wave’s capital budget ($7 million). This residual receipts note will come in at construction and roll over to permanent financing.

Our smallest source will be the City of Santa Monica’s Redevelopment Replacement Housing Trust Fund. Only twelve percent of our capital costs will come from this source ($5.1 million). It is expected that this contribution would be in the form of a residual receipts note over a 55-year regulatory period.

We propose that the funds the City has set aside for the demolition of the parking structure be contributed to the project since our proposal repurposes part of the garage rather than 100% demolition. The $3.459 million that the City has allocated for this purpose no longer needs to be used in that manner. This reprogramming would enable The Wave to move forward without further encumbering the Redevelopment Replacement Housing Trust Fund or any other City programs. These funds would comprise the final eight percent of The Wave’s capital funds ($3.459 million).

All public funds will be applied to the residential portion of the project, while the perm loan will cover the commercial portion as well as the piece of the residential not covered by public sources.

Uses
The residential portion of the building will be modular, and under 30% of our capital funds ($11.5 million) will go to manufacturing, shipping, and installing the modular units. Given the need to partially demolish and renovate the garage, our site will also have substantial on-site costs above and beyond the modular units ($15.14 million, roughly 36% of total capital costs). Our soft costs— including all bank fees, consultants, the developer fee, reserves, and contingencies—comprise just over a quarter of total project costs ($10.8 million), which is substantially less than most LIHTC projects. For more details, please see the attached annotated proforma and schedule of values. b. Annotated Pro Forma
See attached pro forma
c. Summary of Notes
Hard costs include the manufacturing, shipping, and assembly costs of the modular units as well as all on-site construction costs. These include demolishing and seismically retrofitting the garage, replacing the elevators, preparing the retail and supportive service space, and installing nonmodular walkways to serve and connect the modular units.

Our hard cost contingency is 7.5% of all hard costs (including modular costs) and our soft cost contingency is $300,000. Soft costs include architect fees, City and Coastal Commission permits and fees, as well as the bank fees stemming from our permanent and construction loans. The permanent loan has a 30-year term/30 year amortization period and has a rate +242 basis points above the 10-Year Treasury Note. The Construction loan has a one-year term and a rate equal to LIBOR plus 150 basis points.

Our developer fee is equal to 10% of hard costs. Additionally, when the project is in operation it will pay CBH a property management fee of $15,000 per year, escalating at 3% for the ongoing management and compliance of the projet.

Our transition reserve is sized to last one year while our affordability reserve (capitalized operating subsidy reserve) could last an additional 2.5 years if necessary. All our public sources are residual receipts notes with 55-year terms.
d. Operating Pro Forma Information
See the attached pro forma
e. Loan Underwriting Terms
Construction
Due to the innovative construction typology of The Wave, we can complete construction in one year. This shorter construction period will generate construction loan interest savings of roughly half a million dollars from a typical 18 month construction period. The rate for the construction loan is LIBOR + 150 bps.

Permanent
A 30-year term, 30-year amortization period at the 10-year treasury note + 242 bps with a 1.59% floor.
f. City Obligations
We propose that the City execute a ground lease for 99 years with a payment of 10,000 per year without escalation. To minimize the impact of The Wave on the City’s housing funds, we further propose that the $3.459 million currently allocated to the demolition of the garage be reprogrammed to finance The Wave through a non-interest bearing residual receipts note. We are asking for $5.1 million from the Redevelopment Replacement Housing Trust Fund, roughly $56,000 per unit.
g. Financial Contingencies
The Wave has two financial contingencies: a hard cost contingency equal to 7.5% of hard costs, and a soft cost contingency of $300,000.
h. Proposed Repayment Structure for City Financial Assistance We propose that the City Housing Trust Fund financial assistance be repaid with a 55-year residual receipts note at 1% simple interest and the Demolition Funds be contributed through a noninterest bearing residual receipts note. i. Proposed Ground Lease Term and Structure
Our pro-forma includes a ground lease payment of $10,000 per year with no escalation for 99 years to the City of Santa Monica.
j. Financing Timeline
See the attached Timeline
k. Services and Budget
Wellnest LA will provide two full time onsite case managers and two resident service coordinators, they will have additional off-site staff available to residents of The Wave including clinical therapists and employment specialists to. They will provide the following services: Mental health assessment and counseling, physical health care, money management services, peer support and advocacy, psychiatric services and medication management, transportation, employment services, life skills training, green education, social activities ad child related services. Additionally, they will provide linkage to the following services: substance abuse services, out-placement services, and legal assistance. These services will be available to all PSH tenants and also accessible to nonspecial needs tenants who so desire. These services will be funded through a combination of funds from the Department of Health Services and the Department of Mental Health.

Please see Letter of commitment, service plan, Wellnest Budget, and funding commitment from DMH herein.

G. B. CONSTRUCTION, INC.
dba GOLDEN BEAR CONSTRUCTION
Lic.# A, B 424458 www.gbci.us
1531 W. Redondo Beach Blvd.

Gardena, CA 90247
Tel: (310) 324-3636
Fax: (310) 324-3637
November 1, 2019
Mr. Cristian Ahumada
Executive Director
Clifford Beers Housing, Inc.
11739 Victory Blvd.

North Hollywood, CA 91606
Dear Mr. Ahumada,
GB Construction, Inc. hereby presents the estimate of $29,045,693.00 for the Housing Project to be constructed at 1318 Fourth St. Santa Monica, California 90401 based on the plans dated October 11, 2019.

The Schedule of Values transmitted in our proposal based on 91 Modular units with Stairwell, Walkway and Site Work. The proposal includes all materials, CA state prevailing wage rate labor, equipment and services required from the Contractor in order to perform all operations necessary to complete the Work.

Sincerely,
KC Kim
President
GB Construction, Inc.

GB Construction, Inc.

DIVISION DIV.-COST

1. GENERAL REQUIREMENTS $1,382,834

2. DEMOLITION $1,191,000

3. CONCRETE $930,727

4. MASONRY $238,612

5. METALS $2,521,475

6. WOOD $353,034

7. MOISTURE & WATERPROOFING $516,295

8. DOORS & WINDOWS $456,293

9. FINISHES $1,639,586

10. SPECIALTIES $68,374

11. EQUIPMENT $347,453

12. FURNISHINGS $33,489

13. SPECIAL CONSTRUCTION $11,502,500

14. CONVEYING SYSTEMS $512,109

21. FIRE SUPPRESSION $347,453

22. PLUMBING $1,063,289

23. HEATING, VENTILATING and AIR CONDITIONING $1,004,683

26. ELECTRICAL $904,214

27. COMMUNICATIONS $541,412
November 1, 2019
The Schedule of Values
Fourth St Housing

28. ELECTRONIC SAFETY and SECURITY $309,777

31. EARTHWORK $393,501

32. EXTERIOR IMPROVEMENTS $207,914

33. UTILITIES $181,401
A. TOTAL DIRECT COST $26,647,425
B. General Conditions $532,949
D. Construction Fee $1,332,371
E. Bonds and Insurances $532,949
ADMINISTRATION COST $2,398,268
TOTAL CONSTRUCTION COST $29,045,693

QUALIFICATIONS

1. Permit Fees, Deputy Inspection Fees, Soil's Engineer and Techinician Fees NOT included

2. Builder's Risk Insurance NOT included

3. LEED related fees NOT included

4. Any underground tank removal, soil contamination removal or replace and vapor assessment NOT included

5. Methane related works including survey NOT included

6. Main utilities connections done by Owner

7. Estimation based on the condition where interior of Prefab unit is 100 % complete including, but not limited to, rough & finishes of HVAC, Plumbing, Electrical fixtures, Fire Sprinkler, Low Voltage, Flooring and Paint. 10/25/2019
Rough Order of Magnitude Estimate; Module Construction
Michael Maltzan Architecture, Multi-Family – Santa Monica CA 10/25/2019
This ROM is valid for 60 days from above date of estimate:

MODULAR BUDGET ITEMS: ROM
Total Modules Shipped 85
Total Modules Set 190
Total units (Modular portion) 91
SF of Bldg. Area in Modular Units: 64,000
Subtotal Modular Units: FOB Boise, ID - Excludes Taxes
Cost / SF
$9,280,000.00
$145+/-15
Guerdon Site Services (Allowance for 4 Month duration): $ TBD Transportation (Estimated at date of ROM): $10,500 x modules shipped (85) $ $892,500.00

Module Set Estimate ($7,000 per module set)
Estimate Total
Cost / SF
$1,330,000.00
$11,502,500.00
$180 / SF
-ROM is based on preliminary design discussions and description of project. More information will be necessary to complete Good Faith Estimate. -Guerdon's ROM pricing does not include any Sales Tax, Use Tax, or any other Taxes or Fees -ROM does not include any portion of on-site services of project which will need to be estimated when more information is available

Page 1 of 1 ends

NOTES:

Total
# of units: 91 # of units: 4
Category Amount Amount Cost per Unit Amount Cost per Unit Total Cost
Per Unit
Acquisition Land 0 0 0 0 0 0
Hard Costs: On-Site 17,543,196 13,093,062 143,880 4,450,134 1,112,533 192,782 Hard Costs: Modular 11,502,500 11,502,500 126,401 0 0 126,401 Hard Costs: Contingency 2,200,000 1,773,750 19,492 445,013 111,253 24,176 Soft Costs 4,025,610 4,025,610 44,237 0 0 44,237
Soft Costs Contingency 300,000 402,561 4,424 0 0 4,424
Soft Costs: Construction Loan Int. & Fees 1,290,925 751,433 442 539,491 134,873 14,186 Developer fees 1,754,320 1,309,306 14,388 445,013 111,253 19,278 Transition Reserve 990,290 990,290 10,882 0 0 10,882
Affordability Reserve 2,475,726 2,475,726 27,206 0 0 27,206 42,082,566 36,324,238 391,352 5,879,652 1,469,913 462,446 Construction Permanent
Source Amount Amount
Const/Perm Loan (Residential) 26,500,000 26,500,000
LA County AHTF 7,000,000 7,000,000
Redevelopment Replacement Housing Trust Fund 5,123,566 5,123,566 City of SM: Reprogrammed Garage Demo Funds 3,459,000 3,459,000 -
- -
Total 42,082,566 42,082,566
Non-Residential

4.5.5 b. The Wave Sources & Uses
Residential
Project Sources
Total
Category Amount Notes
Acquisition Land 0
Hard Costs: On‐Site 17,543,196 Includes demo and seismic retrofitting of the garage, new elevators, and all on site‐construction.

Hard Costs: Modular 11,502,500 Includes the manufacturing, shipping, and on‐site assembly of the modules.Hard Costs: Contingency 2,200,000 Represents a 6.9.% contingency on hard costs (module and on‐site).Soft Costs 4,025,610 Includes permanent loan fees, permits and fees, consultants, architect fees, etc.Soft Costs Contingency 300,000 Public sources typically cap soft cost contingency at this amount.Soft Costs: Construction Loan Int. & Fees 1,290,925 Sized on a one‐year construction period.

Developer fees 1,754,320 10% of hard costsTransition Reserve 990,290 One‐year reserve in the event of a permanent loss of operating subsidy to break‐even operations.

Affordability Reserve 2,475,726 2.5 years reserve in the event of a temporary loss of operating subsidy to break‐even operations. 42,082,566
Project Financing
Construction
Source Amount
Const/Perm Loan (Residential) 26,500,000
Perm: 30 year term, 30 year amortization period at the 10 year treasury note + 242 bps with a

1.59% floor. Construction: 1 year term, LIBOR + 150 bps.

LA County AHTF 7,000,000 55‐57 year term, residual receipts note, 3% simple annual interest Redevelopment Replacement Housing Trust Fund 5,123,566 55 year term, residual receipts note, 1% simple interestCity of SM: Reprogrammed Garage Demo Funds 3,459,000 Non‐interest bearing residual receipts note ‐ ‐
Total 42,082,566

4.5.5 b. The Wave Annotated Pro‐forma
Applicant Name: Clifford Beers Housi
Project Name: The Wave
Activity Amount
Builder's Risk Insurance 280,000
Main Utility Connection 50,000
Architecture & Engineer 1,320,000
Surveys 50,000
Appraisal 15,000
Coastal Zone Permit 88,390
City Permits & Fees (Planning) 473,000
City P&F (Arch & Struct) 450,000
Deputy Inspection 80,000
Geotechnical Consultant 8,000
Environmental 10,000
Predev Loan Fees and Interest 150,000
Construction Loan Interest 965,925
Construction Loan Fees 265,000
Construction Loan Legal 60,000
Perm Loan Fees 891,220
Perm Loan Legal 65,000
Title & Escrow Construction 80,000
Title & Escrow Perm 15,000
TOTAL 5,316,535
Soft Cost Budget
Target Tenancy % of AMI # of Units Unit Size Monthly Rental Income Annual Rental Income Monthly Subsidy Amount Annual Subsidy Amount TOTAL ANNUAL RENTAL AND SUBSIDY Low‐income 30% 0 Studio $0 $0 0 $0 $0Special Needs 30% 24 1 bedroom $932 $11,181 $45,388 $544,659 $555,840 Special Needs 30% 13 2 bedroom $1,564 $18,770 $32,756 $393,070 $411,840 Special Needs 30% 13 3 bedroom $2,496 $29,950 $41,262 $495,146 $525,096 TOTAL Special Needs 50 $4,992 $59,901 $119,406 $1,432,875 $1,492,776 Low‐income 60% 0 Studio $0 $0 $0 $0Low‐income 60% 1 1 bedroom $1,175 $14,100 $0 $14,100 Low‐income 60% 5 2 bedroom $7,050 $84,600 $0 $84,600
Low‐income 60% 2 3 bedroom $3,258 $39,096 $0 $39,096
Low‐income 80% 0 Studio $0 $0 $0 $0Low‐income 80% 16 1 bedroom $25,072 $300,864 $0 $300,864 Low‐income 80% 7 2 bedroom $13,160 $157,920 $0 $157,920 Low‐income 80% 9 3 bedroom $19,548 $234,576 $0 $234,576 TOTAL Low‐Income 32 $69,263 $831,156 $0 $831,156
Manager Unit n/a 1 2 bedroom n/a $0
TOTAL 91 74,255 $ $ 891,057 $1,432,875 $2,323,932
Unit Type TCAC 60% of AMI CoC (SMHA) TCAC 80%SRO 1,096 $ $ 1,512 $ 1,462 Studio 1,096 $ $ 1,512 $ 1,462
One 1,175 $ $ 1,930 $ 1,567
Two 1,410 $ $ 2,640 $ 1,880
Three 1,629 $ $ 3,366 $ 2,172
Four 1,818 $ $ 3,366 $ 2,424
Rent Schedule and Subsidies
Rent Assumptions
Category Subcategory Growth Rate Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 INCOME Gross Rental Income 2.5% 2,323,932 2,382,030 2,441,581 2,502,621 2,565,186 2,629,316 2,695,049 2,762,425 2,831,485 2,902,273 Less: Vacancy ‐5.0% ‐116,197 ‐119,102 ‐122,079 ‐125,131 ‐128,259 ‐131,466 ‐134,752 ‐138,121 ‐141,574 ‐145,114Commercial Income 2.5% 519,000 531,975 545,274 558,906 572,879 587,201 601,881 616,928 632,351 648,160Less: Vacancy ‐33.0% ‐171,270 ‐175,552 ‐179,941 ‐184,439 ‐189,050 ‐193,776 ‐198,621 ‐203,586 ‐208,676 ‐213,893 Other Income: 2.5% 2,500 2,500 2,563 2,627 2,692 2,760 2,829 2,899 2,972 3,046 Total Effective Gross Rent 2,557,965 2,621,852 2,687,398 2,754,583 2,823,448 2,894,034 2,966,385 3,040,545 3,116,558 3,194,472 EXPENSES Property Management 2.0% 73,164 74,627 76,120 77,642 79,195 80,779 82,395 84,042 85,723 87,438 Admin 3.5% 57,862 59,888 61,984 64,153 66,399 68,722 71,128 73,617 76,194 78,861 Service Coordinator 3.5% 76,500 79,178 81,949 84,817 87,786 90,858 94,038 97,329 100,736 104,262Payroll (Jan. & Mgrs.) 3.5% 145,615 150,712 155,987 161,446 167,097 172,945 178,998 185,263 191,747 198,458 Utilities (Electricity & Gas) 3.5% 39,613 41,000 42,435 43,920 45,457 47,048 48,695 50,399 52,163 53,989 Maintenance & Repairs 3.5% 175,780 181,932 188,300 194,890 201,711 208,771 216,078 223,641 231,468 239,570 Taxes & Ins. (less Property Taxes) 3.5% 41,033 42,469 43,955 45,494 47,086 48,734 50,440 52,205 54,032 55,924DTSM BID Annual Assessment 3.5% 15,898.90 16,455 17,031 17,627 18,244 18,883 19,544 20,228 20,936 21,669 Replacement Reserves 0.0% 54,600 54,600 54,600 54,600 54,600 54,600 54,600 54,600 54,600 54,600 Property Taxes (Welfare Tax Exemption) 3.5% 902 934 966 1,000 1,035 1,071 1,109 1,148 1,188 1,229 Water & Sewer 3.5% 66,991 69,336 71,763 74,275 76,874 79,565 82,350 85,232 88,215 91,302 Ground Lease 0.0% 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 Total Operating Expenses 757,960 781,130 805,089 829,864 855,484 881,977 909,374 937,705 967,003 997,301 NOI 1,800,006 1,840,722 1,882,309 1,924,719 1,967,964 2,012,057 2,057,011 2,102,840 2,149,555 2,197,171 DEBT SERVICE (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654)DEBT SERVICE COVERAGE RATIO ‐1.15 ‐1.18 ‐1.21 ‐1.23 ‐1.26 ‐1.29 ‐1.32 ‐1.35 ‐1.38 ‐1.41 NET CASH FLOW 241,352 282,068 323,655 366,065 409,310 453,403 498,357 544,186 590,901 638,517

DISTRIBUTION OF CASH FLOW
Deferred Developer Fee 0 0 0 0 0 0 0 0 0 0General Partnership Management Fee ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 LA County AHTF 7,000,00 $ 0 (50,841) (59,986) (69,327) (78,853) (88,566) (98,470) (108,567) (118,860) (129,353) (140,048) Redevelopment Replacement Housing Trust Fu $ 5,123,566 (37,212) (43,906) (50,743) (57,715) (64,825) (72,074) (79,464) (86,998) (94,679) (102,507)City of SM: Reprogrammed Garage Demo Fund $ 3,459,000 (25,123) (29,642) (34,257) (38,964) (43,764) (48,658) (53,648) (58,734) (63,919) (69,204) $ 15,582,566
Operating Cash Flow ‐ 55 Years
Category Subcategory Growth Rate Year 11 Year 12 Year 13 Year 14 Year 15 Year 16 Year 17 Year 18 Year 19 Year 20 INCOME Gross Rental Income 2.5% 2,974,829 3,049,200 3,125,430 3,203,566 3,283,655 3,365,746 3,449,890 3,536,137 3,624,541 3,715,154 Less: Vacancy ‐5.0% ‐148,741 ‐152,460 ‐156,272 ‐160,178 ‐164,183 ‐168,287 ‐172,495 ‐176,807 ‐181,227 ‐185,758 Commercial Income 2.5% 664,364 680,973 697,997 715,447 733,333 751,667 770,458 789,720 809,463 829,699 Less: Vacancy ‐33.0% ‐219,240 ‐224,721 ‐230,339 ‐236,098 ‐242,000 ‐248,050 ‐254,251 ‐260,608 ‐267,123 ‐273,801 Other Income: 2.5% 3,122 3,200 3,280 3,362 3,446 3,532 3,621 3,711 3,804 3,899 Total Effective Gross Rent 3,274,334 3,356,192 3,440,097 3,526,100 3,614,252 3,704,608 3,797,223 3,892,154 3,989,458 4,089,194 EXPENSES Property Management 2.0% 89,187 90,970 92,790 94,645 96,538 98,469 100,438 102,447 104,496 106,586 Admin 3.5% 81,621 84,477 87,434 90,494 93,662 96,940 100,333 103,844 107,479 111,241Service Coordinator 3.5% 107,911 111,688 115,597 119,643 123,830 128,164 132,650 137,293 142,098 147,071 Payroll (Jan. & Mgrs.) 3.5% 205,405 212,594 220,034 227,736 235,706 243,956 252,495 261,332 270,479 279,945Utilities (Electricity & Gas) 3.5% 55,879 57,834 59,859 61,954 64,122 66,366 68,689 71,093 73,581 76,157 Maintenance & Repairs 3.5% 247,955 256,633 265,615 274,912 284,533 294,492 304,799 315,467 326,509 337,937 Taxes & Ins. (less Property Taxes) 3.5% 57,881 59,907 62,004 64,174 66,420 68,744 71,150 73,641 76,218 78,886 DTSM BID Annual Assessment 3.5% 22,427 23,212 24,024 24,865 25,735 26,636 27,568 28,533 29,532 30,566Replacement Reserves 0.0% 54,600 54,600 54,600 54,600 54,600 54,600 54,600 54,600 54,600 54,600Property Taxes (Welfare Tax Exemption) 3.5% 1,272 1,317 1,363 1,411 1,460 1,511 1,564 1,619 1,675 1,734 Water & Sewer 3.5% 94,498 97,805 101,229 104,772 108,439 112,234 116,162 120,228 124,436 128,791 Ground Lease 0.0% 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000Total Operating Expenses 1,028,634 1,061,037 1,094,548 1,129,204 1,165,046 1,202,113 1,240,449 1,280,097 1,321,103 1,363,513 NOI 2,245,700 2,295,155 2,345,549 2,396,895 2,449,206 2,502,495 2,556,774 2,612,057 2,668,355 2,725,681DEBT SERVICE (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) DEBT SERVICE COVERAGE RATIO ‐1.44 ‐1.47 ‐1.50 ‐1.54 ‐1.57 ‐1.61 ‐1.64 ‐1.68 ‐1.71 ‐1.75 NET CASH FLOW 687,046 736,501 786,895 838,241 890,552 943,841 998,120 1,053,403 1,109,701 1,167,027

DISTRIBUTION OF CASH FLOW
Deferred Developer Fee 0000000000
General Partnership Management Fee ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 LA County AHTF 7,000,000 $ (150,948) (162,056) (173,375) (184,908) (196,658) (208,627) (220,819) (233,236) (245,881) (258,757) Redevelopment Replacement Housing Trust Fun$ 5,123,566 (110,485) (118,615) (126,900) (135,341) (143,941) (152,702) (161,626) (170,714) (179,969) (189,394) City of SM: Reprogrammed Garage Demo Funds $ 3,459,000 (74,590) (80,079) (85,672) (91,371) (97,177) (103,092) (109,116) (115,252) (121,500) (127,863) $ 15,582,566
Operating Cash Flow ‐ 55 Years
Category Subcategory Growth Rate Year 21 Year 22 Year 23 Year 24 Year 25 Year 26 Year 27 Year 28 Year 29 Year 30 INCOME Gross Rental Income 2.5% 3,808,033 3,903,234 4,000,815 4,100,835 4,203,356 4,308,440 4,416,151 4,526,555 4,639,719 4,755,712 Less: Vacancy ‐5.0% ‐190,402 ‐195,162 ‐200,041 ‐205,042 ‐210,168 ‐215,422 ‐220,808 ‐226,328 ‐231,986 ‐237,786 Commercial Income 2.5% 850,442 871,703 893,496 915,833 938,729 962,197 986,252 1,010,908 1,036,181 1,062,085 Less: Vacancy ‐33.0% ‐280,646 ‐287,662 ‐294,854 ‐302,225 ‐309,780 ‐317,525 ‐325,463 ‐333,600 ‐341,940 ‐350,488 Other Income: 2.5% 3,997 4,097 4,199 4,304 4,412 4,522 4,635 4,751 4,870 4,991 Total Effective Gross Rent 4,191,424 4,296,210 4,403,615 4,513,705 4,626,548 4,742,212 4,860,767 4,982,286 5,106,843 5,234,515 EXPENSES Property Management 2.0% 108,718 110,892 113,110 115,372 117,680 120,033 122,434 124,883 127,380 129,928 Admin 3.5% 115,134 119,164 123,335 127,651 132,119 136,743 141,529 146,483 151,610 156,916Service Coordinator 3.5% 152,219 157,547 163,061 168,768 174,675 180,788 187,116 193,665 200,443 207,459Payroll (Jan. & Mgrs.) 3.5% 289,743 299,884 310,380 321,244 332,487 344,124 356,169 368,634 381,537 394,890Utilities (Electricity & Gas) 3.5% 78,822 81,581 84,436 87,392 90,450 93,616 96,893 100,284 103,794 107,427 Maintenance & Repairs 3.5% 349,764 362,006 374,676 387,790 401,363 415,410 429,950 444,998 460,573 476,693 Taxes & Ins. (less Property Taxes) 3.5% 81,647 84,504 87,462 90,523 93,692 96,971 100,365 103,878 107,513 111,276 DTSM BID Annual Assessment 3.5% 31,635 32,743 33,889 35,075 36,302 37,573 38,888 40,249 41,658 43,116Replacement Reserves 0.0% 54,600 54,600 54,600 54,600 54,600 54,600 54,600 54,600 54,600 54,600Property Taxes (Welfare Tax Exemption) 3.5% 1,795 1,858 1,923 1,990 2,060 2,132 2,206 2,283 2,363 2,446 Water & Sewer 3.5% 133,299 137,964 142,793 147,791 152,963 158,317 163,858 169,593 175,529 181,672 Ground Lease 0.0% 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 Total Operating Expenses 1,407,377 1,452,743 1,499,665 1,548,195 1,598,390 1,650,308 1,704,007 1,759,550 1,817,000 1,876,423 NOI 2,784,048 2,843,467 2,903,951 2,965,510 3,028,158 3,091,904 3,156,760 3,222,736 3,289,844 3,358,091DEBT SERVICE (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) DEBT SERVICE COVERAGE RATIO ‐1.79 ‐1.82 ‐1.86 ‐1.90 ‐1.94 ‐1.98 ‐2.03 ‐2.07 ‐2.11 ‐2.15 NET CASH FLOW 1,225,394 1,284,813 1,345,297 1,406,856 1,469,504 1,533,250 1,598,106 1,664,082 1,731,190 1,799,437

DISTRIBUTION OF CASH FLOW
Deferred Developer Fee 0000000000
General Partnership Management Fee ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 LA County AHTF 7,000,000 $ (271,867) (285,213) (298,798) (312,625) (326,696) (341,014) (355,581) (370,400) (385,473) (400,802) Redevelopment Replacement Housing Trust Fun$ 5,123,566 (198,989) (208,758) (218,702) (228,822) (239,121) (249,601) (260,264) (271,110) (282,143) (293,363) City of SM: Reprogrammed Garage Demo Funds $ 3,459,000 (134,341) (140,936) (147,649) (154,481) (161,435) (168,510) (175,708) (183,031) (190,479) (198,054) $ 15,582,566
Operating Cash Flow ‐ 55 Years
Category Subcategory Growth Rate Year 31 Year 32 Year 33 Year 34 Year 35 Year 36 Year 37 Year 38 Year 39 Year 40 INCOME Gross Rental Income 2.5% 4,874,604 4,996,470 5,121,381 5,249,416 5,380,651 5,515,167 5,653,047 5,794,373 5,939,232 6,087,713 Less: Vacancy ‐5.0% ‐243,730 ‐249,823 ‐256,069 ‐262,471 ‐269,033 ‐275,758 ‐282,652 ‐289,719 ‐296,962 ‐304,386 Commercial Income 2.5% 1,088,638 1,115,854 1,143,750 1,172,344 1,201,652 1,231,693 1,262,486 1,294,048 1,326,399 1,359,559 Less: Vacancy ‐33.0% ‐359,250 ‐368,232 ‐377,437 ‐386,873 ‐396,545 ‐406,459 ‐416,620 ‐427,036 ‐437,712 ‐448,655 Other Income: 2.5% 5,116 5,244 5,375 5,509 5,647 5,788 5,933 6,081 6,233 6,389 Total Effective Gross Rent 5,365,377 5,499,512 5,637,000 5,777,925 5,922,373 6,070,432 6,222,193 6,377,748 6,537,191 6,700,621 EXPENSES Property Management 2.0% 132,526 135,177 137,881 140,638 143,451 146,320 149,246 152,231 155,276 158,381 Admin 3.5% 162,408 168,092 173,976 180,065 186,367 192,890 199,641 206,628 213,860 221,345Service Coordinator 3.5% 214,720 222,235 230,013 238,064 246,396 255,020 263,945 273,183 282,745 292,641Payroll (Jan. & Mgrs.) 3.5% 408,712 423,017 437,822 453,146 469,006 485,421 502,411 519,995 538,195 557,032Utilities (Electricity & Gas) 3.5% 111,187 115,078 119,106 123,275 127,589 132,055 136,677 141,460 146,412 151,536Maintenance & Repairs 3.5% 493,377 510,645 528,518 547,016 566,162 585,977 606,486 627,713 649,683 672,422Taxes & Ins. (less Property Taxes) 3.5% 115,171 119,202 123,374 127,692 132,161 136,787 141,574 146,530 151,658 156,966DTSM BID Annual Assessment 3.5% 44,625 46,187 47,803 49,476 51,208 53,000 54,855 56,775 58,763 60,819 Replacement Reserves 0.0% 54,600 54,600 54,600 54,600 54,600 54,600 54,600 54,600 54,600 54,600Property Taxes (Welfare Tax Exemption) 3.5% 2,532 2,620 2,712 2,807 2,905 3,007 3,112 3,221 3,334 3,450 Water & Sewer 3.5% 188,031 194,612 201,424 208,473 215,770 223,322 231,138 239,228 247,601 256,267 Ground Lease 0.0% 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 Total Operating Expenses 1,937,888 2,001,465 2,067,228 2,135,252 2,205,615 2,278,399 2,353,687 2,431,566 2,512,127 2,595,461 NOI 3,427,489 3,498,047 3,569,772 3,642,673 3,716,758 3,792,033 3,868,506 3,946,181 4,025,065 4,105,160DEBT SERVICE (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) DEBT SERVICE COVERAGE RATIO ‐2.20 ‐2.24 ‐2.29 ‐2.34 ‐2.38 ‐2.43 ‐2.48 ‐2.53 ‐2.58 ‐2.63 NET CASH FLOW 1,868,835 1,939,393 2,011,118 2,084,019 2,158,104 2,233,379 2,309,852 2,387,527 2,466,411 2,546,506

DISTRIBUTION OF CASH FLOW
Deferred Developer Fee 0000000000
General Partnership Management Fee ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 LA County AHTF 7,000,000 $ (416,390) (432,238) (448,348) (464,722) (481,363) (498,270) (515,447) (532,893) (550,611) (568,602) Redevelopment Replacement Housing Trust Fun$ 5,123,566 (304,772) (316,371) (328,163) (340,148) (352,328) (364,703) (377,275) (390,045) (403,013) (416,181) City of SM: Reprogrammed Garage Demo Funds $ 3,459,000 (78,759) $ 15,582,566
Operating Cash Flow ‐ 55 Years
Category Subcategory Growth Rate Year 41 Year 42 Year 43 Year 44 Year 45 Year 46 Year 47 Year 48 Year 49 Year 50 INCOME Gross Rental Income 2.5% 6,239,906 6,395,903 6,555,801 6,719,696 6,887,688 7,059,881 7,236,378 7,417,287 7,602,719 7,792,787 Less: Vacancy ‐5.0% ‐311,995 ‐319,795 ‐327,790 ‐335,985 ‐344,384 ‐352,994 ‐361,819 ‐370,864 ‐380,136 ‐389,639 Commercial Income 2.5% 1,393,548 1,428,387 1,464,097 1,500,699 1,538,216 1,576,672 1,616,089 1,656,491 1,697,903 1,740,351 Less: Vacancy ‐33.0% ‐459,871 ‐471,368 ‐483,152 ‐495,231 ‐507,611 ‐520,302 ‐533,309 ‐546,642 ‐560,308 ‐574,316 Other Income: 2.5% 6,549 6,713 6,880 7,052 7,229 7,410 7,595 7,785 7,979 8,179 Total Effective Gross Rent 6,868,137 7,039,840 7,215,836 7,396,232 7,581,138 7,770,666 7,964,933 8,164,056 8,368,158 8,577,362 EXPENSES Property Management 2.0% 161,549 164,780 168,076 171,437 174,866 178,363 181,930 185,569 189,280 193,066 Admin 3.5% 229,093 237,111 245,410 253,999 262,889 272,090 281,613 291,470 301,671 312,230Service Coordinator 3.5% 302,883 313,484 324,456 335,812 347,566 359,730 372,321 385,352 398,840 412,799Payroll (Jan. & Mgrs.) 3.5% 576,528 596,707 617,591 639,207 661,579 684,735 708,700 733,505 759,177 785,749Utilities (Electricity & Gas) 3.5% 156,840 162,329 168,011 173,891 179,977 186,276 192,796 199,544 206,528 213,756Maintenance & Repairs 3.5% 695,957 720,316 745,527 771,620 798,627 826,579 855,509 885,452 916,443 948,518Taxes & Ins. (less Property Taxes) 3.5% 162,460 168,146 174,031 180,122 186,426 192,951 199,705 206,694 213,929 221,416DTSM BID Annual Assessment 3.5% 62,948 65,151 67,431 69,791 72,234 74,762 77,379 80,087 82,890 85,791 Replacement Reserves 0.0% 54,600 54,600 54,600 54,600 54,600 54,600 54,600 54,600 54,600 54,600Property Taxes (Welfare Tax Exemption) 3.5% 3,571 3,696 3,826 3,960 4,098 4,242 4,390 4,544 4,703 4,867 Water & Sewer 3.5% 265,236 274,520 284,128 294,072 304,365 315,018 326,043 337,455 349,266 361,490 Ground Lease 0.0% 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 Total Operating Expenses 2,681,665 2,770,839 2,863,086 2,958,512 3,057,227 3,159,346 3,264,987 3,374,271 3,487,326 3,604,283 NOI 4,186,471 4,269,001 4,352,750 4,437,720 4,523,911 4,611,320 4,699,946 4,789,785 4,880,831 4,973,079DEBT SERVICE (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) (1,558,654) DEBT SERVICE COVERAGE RATIO ‐2.69 ‐2.74 ‐2.79 ‐2.85 ‐2.90 ‐2.96 ‐3.02 ‐3.07 ‐3.13 ‐3.19 NET CASH FLOW 2,627,817 2,710,347 2,794,096 2,879,066 2,965,257 3,052,666 3,141,292 3,231,131 3,322,177 3,414,425

DISTRIBUTION OF CASH FLOW
Deferred Developer Fee 0 0 0 0 0General Partnership Management Fee ‐15000 ‐15000 ‐15000 ‐15000 ‐15000 LA County AHTF 7,000,000 $ (784,533) (805,786) (827,304) (849,081) (871,117) Redevelopment Replacement Housing Trust Fun $ 5,123,566 (574,229) (589,786) (605,535) (621,475) (637,603) City of SM: Reprogrammed Garage Demo Funds $ 3,459,000
$ 15,582,566
Operating Cash Flow ‐ 55 Years
11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 RFP AwardNegotiate & Execute Ground Lease
Santa Monica Redev. Replacement Housing Trust Fund Application Santa Redev. Replacement Housing Trust Fund Award
SMHA Vouchers Application
SMHA Vouchers Award
City of SM Reprograms Garage Demolition Funds
Predevelopment Loan Application
Predevelopment Loan Closing
LA County Housing Trust Fund Application Due
LA County Housing Trust Fund Award
Construction Loan Application
Construction Loan ClosingConstruction Period
Residential Lease‐UpPermanent Loan Application
Permanent Loan Closing

4.5.5 j. The Wave Financing Timeline
Non‐financial activities that do not chronologically overlap with financial activities are show in grey. 2019 2020 2021 2022
Task Description

Christina R. Ghaly, M.D.

Director
Hal F. Yee, Jr., M.D., Ph.D.

Chief Medical Officer
313 N. FigueroaStreet,Suite 912
LosAngeles, CA90012
Tel: (213) 240-8101
Fax: (213) 481-0503
www.dhs.lacounty.gov
To ensure access to high-quality,
patient-centered, cost-effective
health care to Los Angeles County
residentsthroughdirect servicesat
DHS facilities and through
collaboration with community and
university partners.

October 29, 2019
Mr. Cristian Alexis Ahumada
Executive Director
Clifford Bears Housing
11739 Victory Blvd.,
North Hollywood, CA 91606
Re: The Wave Project
Dear Mr. Ahumada:

The Los Angeles County Department of Health Services (DHS) Housing for Health division is partnering with affordable housing developers to provide affordable housing linked to appropriate services for individuals and families who are experiencing homelessness. DHS greatly appreciates the collaboration with Clifford Bears Housing (CBH) for the purpose of delivering supportive housing to prospective DHS tenants.

We look forward to assisting in the development and successful operation of the project. This letter hereby supersedes any previous commitments issued by DHS dated prior to the date above.

Project Description
The project will be located at 1318 Fourth Street in the City of Santa Monica. It will be a new construction of 92 rental apartments, and will be designed to complement the neighborhood while providing a high-quality and safe environment for its residents. It will offer a community room, conference rooms and office spaces for services and property management staff, two furnished and landscaped courtyards, and three commercial spaces. Construction will begin in March 2022, and the estimated opening date is May 2023.

It is DHS’ intention to assist CBH with 50 PSH units in The Wave Project with Intensive Case Management Services (ICMS). These units will be reserved for homeless and chronically homeless individuals in Santa Monica.

Support Services Commitment
The County will provide supportive services funding for the residents of the 50 PSH units in the project, and will enter into a contract with an ICMS provider at a funding level of up to $360,000 per year. The Housing for Health program office and CBH will also collaborate to ensure tenants receive the support needed to remain housed and stable, including the creation of an acceptable tenant selection criteria in collaboration with DHS, the provision of high quality ICMS which includes transportation to medical and other relevant appointments, ongoing reassessments for care, connection to in home supportive services, attending and/or convening periodic meetings with partners to problem solve around tenant support needed to remain housed and stable, and convening periodic meetings with partners to problem–solve around tenant, building and community issues.

Upon receiving the various capital funding commitments necessary to ensure project feasibility, DHS will, through our established funding approval and contracting procedures, engage in contract negotiations with appropriate parties to provide the Los Angeles County
Board of Supervisors
Hilda L. Solis
First District
Mark Ridley-Thomas
Second District
Sheila Kuehl
Third District
Janice Hahn
Fourth District
Kathryn Barger
Fifth District
w
ww.
d
h
s.la
county.gov
services and funding described above. The term of DHS’ supportive services agreement is through June 30, 2022, inclusive of DHS’ authority to exercise extension options. In all likelihood, barring unforeseen financial difficulties for the County, and assuming the project continues to operate in good standing, contracts for this project would be renewed at the end of the contract term to ensure that formerly homeless tenants of the project continue to receive high quality housing.

Sincerely,
Cheri Todoroff
Director, Housing for Health
Department of Health Services
County of Los Angeles

4.5.6 Development Team’s Financial Capacity and Experience A. Attached herein is Clifford Beers Housing’s (CBH) audited financials for FY 2016, 2017, and 2018, as well as most recent unaudited quarterly financials and liquidity statement. CBH will be responsible for all project financing and ground lease obligations imposed on this transaction.

B. A complete list of developments, including current developments and developments in the pipeline, are included at the end of this section. Banning Villa, Vistas del Puerto, Holt Family Apartments, and Corazón del Valle I & II are all most similar to The Wave. Each of these projects have one-, two-, and three-bedroom apartments. Banning Villa, Corazón del Valle I and Corazón del Valle II are the most similar in size, with 90 units each. All the above referenced projects are noted in the attached development list with a red box on the Development Summary sheet.

C. A complete list of partnerships and financing for supportive services is as follows. For those properties that do not have a limited partnership ownership entity we have included the limited liability company that retains project ownership in which CBH is party.

Partnership
Name
Property Address Total Units Supported
Units
Service Funding
Source
Elm Ave
Apartments,
L.P.
530 Elm Avenue
Long Beach, CA 90802
17 16 DHS
The Courtyards
in Long Beach
Housing, L.P.
1027 & 1045
Redondo Avenue and
1134 Stanley Avenue
Long Beach, CA 90802
350 Esther Street,
Long Beach, CA 90813
46 26 MHSA
DMH
DHS
Cash Flow
Lantern Woods
Apartments,
LLC
425 S. 1st Avenue and
434 2nd Avenue
Barstow, CA 92311
29 0 N/A
PRW
Residences,
L.P.
1006 E. 28th Street
Los Angeles, CA 90011
49 30 MHSA
DMH
DHS
Cash Flow
NoHo Senior
Villas, L.P.
5525-5529 Klump
Avenue
Los Angeles, CA 91601
49 30 MHSA
DMH
DHS
Cash Flow
Banning Villa
Preservation,
L.P.
1100 N. Banning
Boulevard
Wilmington, CA 90744
90 0 Cash Flow
Burlington
Family
Housing, L.P.
409-415 S. Burlington
AvenueLos Angeles, CA
90057
30 21 DHS
Cashflow
Immanuel
Community
Housing, L.P.
3215 3rd Street
Long Beach, CA 90814
25 15 DHS
Holt Family
Apartments,
L.P.
1445 E. Holt Avenue
Pomona, CA 91767
50 25 MHSA
TCMHS
Cashflow
King 1101
Apartments,
L.P.
1101 Martin Luther
King Jr. Blvd.

Los Angeles, CA 90037
26 25 DMH
DHS
VA
Cashflow
Vistas del
Puerto, L.P.
1836 Locust Avenue
Long Beach, CA 90806
48 24 DHS
Cashflow
Metamorphosis
on Foothill, L.P.
13574 Foothill
Boulevard
Sylmar, CA 91342
48 47 DHS
Cashflow
Partnerships in The Pipeline
Isla de Los
Angeles, L.P.
(projected)
283 W. Imperial
HighwayLos Angeles,
CA 90061
54 53 DHS
VA
Cashflow
CDV I, L.P.
(projected)
14545 Lanark St.

Panorama City, CA
90 45 DHS
Cashflow
CDV II, L.P.
(projected)
14545 Lanark St.

Panorama City, CA
90 45 DHS
Cashflow
Denali, L.P. 957 Arapahoe St.

Los Angeles, CA
70 TBD TBD
D. Clifford Beers Housing (CBH)’s Advancements department specializes in the development of affordable and permanent supportive housing without utilizing LIHTC funds. Since its inception, CBH has amassed expertise in a variety of funding sources and established relationships with investors and lenders active in the affordable and permanent supportive housing development industry for successful public/private transactions.

In addition to capital and operating subsidy, CBH has been incredibly successful in securing land through RFPs from local jurisdictions including the cities of Los Angeles and Long Beach and the County of Los Angeles. 7 of our most recent projects have been secured in this manner.

The Wave proposes utilizing the Los Angeles County Development Authority (LACDA)’s Affordable Housing Trust Fund, the Santa Monica Trust Fund (SMTF), and a larger permanent loan in lieu of LIHTCs. CBH’s development portfolio has utilized these and/or similar sources and has both the capacity to secure them as well as the ability to deliver the project within the required timeframe.

CBH is very familiar with local jurisdictions and their funding sources. LACDA funding supports five CBH projects either in operation or under construction. Three of CBH’s last five projects completed within the County of Los Angeles have LACDA funding and two of the three projects currently in CBH’s pipeline will utilize LACDA funding. CBH has also had success receiving support from local cities, with eight projects receiving funding from either the City of Los Angeles’ Affordable Housing Trust Fund or HHH programs and the City of Long Beach’s HOME or Low-Income Housing Fund programs. Thus, CBH maintains a successful track record of leveraging financing from the State, County, and local jurisdictions.

Equally important to the financial structure of affordable and permanent supportive housing (PSH) development is the ability to obtain rental subsidies for the units. When CBH begins negotiating a DDA with the City, we will also apply for 50 project-based vouchers (PBVs) from the Santa Monica Housing Authority (SMHA). In the event these are unavailable, CBH will apply to the SMHA for 50 Continuum of Care (‘CoC’) vouchers.

To date, more than half of CBH’s project portfolio receives rental subsidies from the Housing Authority of the City of Los Angeles, the Department of Health Services’ Flexible Housing Subsidy Pool, or the state’s Mental Health Services Act capitalized operating subsidies. This is a critical component to ensuring the long-term viability of a project. However, given the scarcity of operating subsidy County-wide, The Wave’s financing is structured to include an affordability reserve that would compensate for a lack of operating subsidy for 2.5 years. The Wave also includes a one-year transition reserve. Currently, 5 of CBH’s operating projects contain a capitalized operating subsidy reserve similar to the ones in this proposal.

E. Clifford Beers Housing, Inc. (CBH) has successfully applied and been awarded 9% tax credit allocations for seven of its twelve projects currently in operations or construction. Below is more information about these projects and their respective tenant populations, however, The Wave would not be financed using LIHTCs.

Elm Avenue Apartment
Elm Avenue Apartments is a 17-unit, substantial rehabilitation development in the City of Long Beach. The project’s tenant population consist of special needs households, and income-restricted, small families. Elm completed construction and was place in serviced on March 11th, 2008.
28th Street Apartments
28th Street Apartments is a 49-unit, historic rehabilitation and new construction development in the City of Los Angeles. 28th Street was collaboration between Clifford Beers Housing and the Coalition for Responsible Community Development, another non-profit housing developer. The project’s tenant population consist of special needs individuals and households, and income restricted, small households. The project completed construction and was placed in service on September 10th, 2012.

Burlington Family Apartments
Burlington Family Apartments is a 30-unit, new construction development in the City of Los Angeles. The project’s tenant population consist of special needs individuals and households, and income restricted, large families. Burlington completed construction and was placed in service on September 30th, 2014.

Immanuel Senior Housing
Immanuel Senior Housing is a 25-unit, adaptive reuse development in the City of Long Beach. The development repurposed what had been a local community church into housing for seniors with special needs and limited income. Immanuel completed construction and was placed in service on January 19, 2017.

Holt Family Apartments
Holt Family Apartments is a 50-unit, new construction development in the City of Pomona.

The project’s tenant population consists of 50% special needs households, and incomerestricted, large families. Holt completed construction and was placed in service on February 24th, 2018.

King 1101 Apartments
King 1101 Apartments (King) is a 26-unit, new construction development in the City of Los Angeles. The project’s tenant population consists of 100% special needs, and targets families and military veterans that have experienced homelessness. King completed construction and was placed in service on September 7th, 2018.

Vistas del Puerto
Vistas del Puerto will be a 48-unit, new construction development in the City of Long Beach.

The project is currently still in construction, but has an estimated completion date of August 10th, 2020. The project’s tenant population will consists of special needs households, and income-restricted, large families.

F. As a developer of permanent supportive and affordable housing, Clifford Beers Housing, Inc. (CBH) has extensive experience with federal housing subsidies, including rental subsidies for projects in operation and capital federal funding such as HOME funds. The following summaries detail CBH’s projects with committed federal subsidies.

Elm Avenue Apartments
Elm Avenue Apartments is 17-unit permanent supportive housing development in the City of Long Beach. Nine of the 17 units are occupied by a special needs household. Those nine units are reserved for individuals who had experienced chronic homelessness and were diagnosed with mental illness; and, the units all receive Shelter Plus Care (SPC) subsidies administered by the Housing Authority of the City of Long Beach. Elm Avenue Apartments obtained SPC vouchers in 2008 and that SPC contract has renewed annually to this day, for all nine units. In addition, Elm Avenue Apartments received federal HOME Investment Partnership Program funding (HOME funds) through a residual receipts loan with The Long Beach Housing Development Company (LBHDC).

Lantern Woods Apartments
Lantern Woods Apartments is a 29-unit housing development in the City of Barstow. Twentyeight of the 29 units are earmarked as general affordable units and reserved for individuals and households earning up to 50% of the area median income, with one unit reserved for onsite property management. The project received capital funding through two federal HUD programs administered by the County of San Bernardino - HOME funds and the Neighborhood Stabilization Program funding (NSP funds). The funding was provided through two separate residual receipt loans with the County.

NoHo Senior Villas
NoHo Senior Villas is a 49-unit permanent supportive housing development in the City of Los Angeles. Thirty of the 49 units are designated for special needs individuals and households, and reserved for formerly homeless and income limited seniors. The project received capital funding through a residual receipts loan with the Los Angeles Housing Department, the precursor of the Housing + Community Investment Department of the City of Los Angeles (HCIDLA). That loan was composed of HOME funds as well as Community Redevelopment Agency funding (CRA funds).

Burlington Family Apartments
Burlington Family Apartment is a 30-unit permanent supportive housing development in the City of Los Angeles. Twenty-one of the 30 total units are designated for special needs households. These units are reserved for families and households who were homeless.

Fifteen of those units are subsidized with Section 8 Project-Based Vouchers from Housing Authority of the City of Los Angeles (HACLA). Burlington signed a Housing Assistance Payments (HAP) contract with HACLA in 2014 for the receipt of 15 PBVs.

Immanuel Senior Housing
Immanuel Senior Housing is a 25-unit permanent supportive housing development in the City of Long Beach. Fifteen of the 25 units are designated for special needs individuals and households, and reserved for formerly homeless and income limited seniors. The project received capital funding through a residual receipts loan with the City of Long Beach. The loan was funded by the City’s HOME funds.

King 1101 Apartments
King 1101 Apartments is a 26-unit permanent supportive housing development in the City of Los Angeles. Twenty-five of the 26 total units are designated as special needs and one unit reserved for the on-site property manager. Of the 25 special needs units, eighteen units were reserved for homeless or chronically homeless families or individuals and seven for chronically homeless veterans. King 1101 has two distinct HAP contracts with HACLA for each special needs population type: 1) PBV HAP contract for 18 households who experienced homelessness or chronic homelessness, and 2) PB-VASH HAP contract for seven homeless military veteran households. Both contracts were executed on November 2nd, 2018.

The following projects are part of the CBH portfolio and have committed federal subsidies.

Metamorphosis on Foothill
Metamorphosis on Foothill will be 48-unit permanent supportive housing development in the city of Los Angeles. The project is currently under construction and expected to be completed in late October 2020. Upon completion, Metamorphosis on Foothill will be 100% permanent supportive housing, providing 47 apartment homes to individuals and households who have experienced homelessness, with half of those units reserved for the chronically homeless.

One unit will be reserved for on-site property management. The project’s Agreement to Enter into Housing Assistance Payment (AHAP) contract, was fully executed on February 12th, 2019 with HACLA. However, due to recently approved funding for the project, the final Section 8 HAP contracts with HACLA will be bifurcated: one for 10 PB-VASH vouchers and one for 37 PBV vouchers. The term of the HAP contracts will be 20 years.

Isla de Los Angeles
Isla de Los Angeles will be 54-unit permanent supportive housing development in the City of Los Angeles. It is currently in predevelopment and expected to begin construction in January 2020. Upon completion, Isla de Los Angeles will be 100% permanent supportive housing, providing 53 apartment homes to individuals and households who have experienced homelessness, with half of those units reserved for the chronically homeless. One unit will be reserved for on-site property management. The project has been awarded 43 PBVs and 10 PB-VASH from HACLA and will execute the AHAPs prior to construction loan closing. The contracts will be for a term of 20 years.

G. CBH Liabilities:

Clearinghouse CDFI mortgage for CBH’s office:
i. Remaining principal: $763,895, paid monthly with interest of 6.75%, fully amortized, matures in 2047
ii. Secured by land (11739 Victory Blvd)
Wells Fargo EQ2:
iii. $750,000 loan, interest (2%) paid quarterly, matures December 2022, unsecured
iv. Loan proceeds are lent to CBH projects in predevelopment at 6% and repaid to CBH at construction loan closing
v. Currently $595,000 of the $750,000 is being utilized by three projects in predevelopment
Isla Intersections Corporation for Supportive Housing predevelopment loan:
vi. $500,000 unsecured predevelopment loan to CBH for the project. To be repaid at construction loan closing, anticipated for January 2020 Isla Intersections Genesis LA predevelopment loan:
vii. $400,000 unsecured predevelopment loan to CBH for the project to be repaid at construction loan closing January 2020
H. CBH has no non-performing loans at this time.

I. Due the California Department of Housing and Community Development (HCD), a lender on the project, relocating offices twice and changing accounting systems during the closing, the transaction summary was submitted for review and approval by HCD in May of 2019 but was not approved until August 2019. These delays pushed permanent loan conversion beyond our construction loan extensions. The project suffered no undue burden as a result of this default and CBH was not financially impacted. CBH worked closely with the construction lender, which was aware of the typical delays of HCD.

J. Clifford Beers Housing, Inc. (CBH) is the sole member of NoHo Senior Villas, LLC, the managing general partner of the NoHo Senior Villas, L.P. This partnership owns the property at 5525 Klump Ave. and was one of many properties included in a lawsuit served to the Community Redevelopment Agency of Los Angeles on the basis of noncompliance with ADA standards.

None of the Owner Defendants have been officially dismissed from the litigation, but a motion for judgment against the plaintiffs on behalf of the Owner Defendants (inclusive of Nol-Io Senior Villas) has been filed to end the litigation.

NoHo has been certified as compliant with all relevant ADA requirements by a CASp review.

The lawsuit brought against NoHo Senior Villas does not affect CBH's ability to operate on a day to day basis. Therefore, CBH has no outstanding lawsuits that would materially affect CBH's financial position.

CLIFFORD BEERS HOUSING, INC.
(A NON-PROFIT CALIFORNIA CORPORATION)

FINANCIAL STATEMENTS
JUNE 30, 2019

See accompanying accountant's compilation report
TELEPHONE (310) 274-0165
EMAIL: [email protected]
MARGARETE. WASHBURN

CERTIFIED PUBLIC ACCOUNTANT
311 NORTH ROBERTSON BOULEVARD #613
BEVERLY HILLS, CALIFORNIA 90211
Management is responsible for the accompanying financial statements of Clifford Beers Housing. Inc .. which comprise the statement of financial position as of June 30. 20 I 9 and the related statements of activities. functional expenses and cash flows for the six months then ended in accordance with accounting principles generally accepted in the United States of America. I have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. I did not audit or review the financial statements nor was I required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, I do not express an opinion. a conclusion. nor provide any form of assurance on these financial statements.

Management has elected to omit substantially all of the disclosures required by generally accepted accounting principles. If the omitted disclosures were included in the financial statements, they might influence the user's conclusions about the organization's financial position. changes in net assets and cash flows. Accordingly. these financial statements are not designed for those who are not informed about such matters.

Accounting principles generally accepted in the United States of America require that general partnership interests in which Clifford Beers Housing, Inc. has both a significant economic interest and control of the organization through a majority voting interest in the governing board are required to be consolidated and all significant inter-company accounts and transactions eliminated. Clifford Beers Housing, Inc. has not consolidated these entities. The effect of this departure from accounting principles generally accepted in the United States of America on the financial statements has not been determined.

I am not independent with respect to Clifford Beers Housing. Inc.

Beverly Hills. California
August 2. 20 I 9
CLIFFORD BEERS HOUSING, INC.
(A CALIFORNIA NONPROFIT CORPORATION)

STATEMENT OF FINANCIAL POSITION
JUNE 30, 2019
Assets
Cash and cash equivalents $ 1,674,448
Board-designated cash reserve 925,000
Total unrestricted cash 2,599,448
Restricted cash 203,615
2,803,063
Grants receivable 74,650
Due from affiliates 627,070
Prepaid expenses 11,996
Furniture and equipment 86,912
North Hollywood property - CBH offices 1,315,591
Less: accumulated depreciation (87,332)
1,315,171
Real estate under development 22,539
Total assets $ 4,854,489
Liabilities and Net Assets
Accounts payable and accrued expenses $ 103,392
Accrued interest payable 8,072
Note payable - EQ2 750,000
Note payable - Clearinghouse CDFI 753,732
Total liabiities 1,615,196
Net assets
Unrestricted - designated 925,000
Unrestricted - undesignated 2,239,293
3,164,293
Restricted 75,000
3,239,293
Total liabilities and net assets $ 4,854,489
See accompanying accountant's compilation report
CLIFFORD BEERS HOUSING, INC.
(A CALIFORNIA NONPROFIT CORPORATION)

STATEMENT OF ACTIVITIES
FOR THE SIX MONTHS ENDED JUNE 30, 2019
Temporarily
Unrestricted Restricted Total
Contributions and revenue:

Grants and donations $ 62,877 $ 212,250 $ 275,127
Developer fee 467,132 467,132 -
Other fees 23,820 - 23,820
Interest income 1,971 - 1,971
Net assets released from restrictions 237,250 (237,250) - Total contributions and revenue 793,050 (25,000) 768,050 Expenses
Program services 577,182 577,182 -
Supportive services 184,383 184,383 -
Total expenses 761,565 761,565 -
Change in net assets 31,485 (25,000) 6,485
Net assets, beginning of period, as adjusted 3,132,808 100,000 3,232,808 Net assets, end of period $ 3,164,293 $ 75,000 $ 3,239,293 See accompanying accountant's compilation report
CLIFFORD BEERS HOUSING, INC.
(A CALFORNIA NONPROFIT CORPORATION)

STATEMENT OF FUNCTIONAL EXPENSES
Total
Program Administrative Fund Supportive
Services Services Raising Services Total
Salaries $ 301,719 78,757 30,746 109,504 411,223
Employee benefits and payroll taxes 50,470 13,174 5,143 18,317 68,787 Total personnel 352,189 91,931 35,889 127,821 480,010
Advertising and marketing - 1,392 1,392 2,783 2,783 Depreciation and amortization 12,697 3,314 1,294 4,608 17,305 Employee recruitment 305 - - - 305
Events 497 - - - 497 Grants 125,000 - - - 125,000 Insurance 7,509 1,877 - 1,877 9,386 Interest expense 29,853 2,410 941 3,351 33,204
Mileage, travel, parking and meetings 8,922 2,230 - 2,230 11,152 Other administrative expenses - 3,271 - 3,271 3,271
Office supplies and equipment 7,133 1,862 727 2,589 9,722 Professional services 16,777 32,441 - 32,441 49,219 Property taxes (141) (37) (14) (51) (192)
Staff development 4,982 - - - 4,982 Telephone and communications 5,535 1,445 564 2,009 7,544 Utilities and maintenance 4,008 1,046 408 1,454 5,462
Web site 1,467 - - - 1,467
Project expenses 450 - - - 450
$ 577,182 143,182 41,200 184,383 761,565
FOR THE SIX MONTHS ENDED JUNE 30, 2019
See accompanying accountant's compilation report
Supportive Services
CLIFFORD BEERS HOUSING, INC.
(A CALIFORNIA NONPROFIT CORPORATION)

STATEMENT OF CASH FLOWS
Cash flow from operating activities:

Change in net assets $ 6,485
Adjustments to reconcile changes in net assets to
net cash provided by operating activities:

Depreciation and amortization 17,036
Change in operating assets and liabilities:

Grants receivable (49,650)
Prepaid expenses 11,480
Accounts payable and accrued expenses (10,380)
Accrued interest payable (3,443)
Net cash provided by operating activities (28,472)
Cash flow from investing activities:

Due from affiliates 876,901
Purchases of equipment (22,948)
(Increase) decrease in restricted cash 222,635
Real estate under development (12,500)
Total cash flow from investing activities 1,064,088
Cash flow from financing activities:

Loan repayment - Genesis LA (962,467)
Loan repayment - Clearinghouse CDFI (4,609)
Total cash flow from financing activities (967,076)
Increase (decrease) in cash 68,540
Cash and cash equivalents, beginning of period 2,530,908 Cash and cash equivalents, end of period $ 2,599,448
FOR THE SIX MONTHS ENDED JUNE 30, 2019
See accompanying accountant's compilation report
CBH – Liquidity & Predevelopment Capacity
Clifford Beers Housing has grown current assets and has managed to maintain a high degree of liquidity since 2012. Current assets, which include cash and cash equivalents, have increased steadily from $560k in 2012 to $2.4M in 2019, as seen from the chart below. More importantly current assets have surpassed current liabilities consistently every year since 2012 thereby avoiding an over-leveraged financial position and enabling healthy growth for the organization.

Based on its most current liquidity ratio, it has $21.43 of current assets for every dollar of current liabilities per the second quarter of 2019 (per unaudited quarterly financial statements).

In addition to current assets of $2.4M, CBH also has organizational reserves in the current amount of $925k. It is important to note that this is a board designated reserve and therefore these proceeds are not restricted. As such, liquidity can be further augmented from the numbers above.

Additionally, CBH holds an unsecured Equity Equivalent Investment loan (“EQ2”) with Wells Fargo Bank for $750,000 that acts very similar to a line of credit and can be construed as equity to the organization. CBH also recently secured a Line of Credit from Genesis LA for $2.5M (up to $1.5 per project). These proceeds from both loans can be used for any and all properties where CBH is engaged in predevelopment activities.
-
500,000
1,000,000
1,500,000
2,000,000
2,500,000
3,000,000
3,500,000
6/30/2012 6/30/2013 12/31/2013
(6 mos)
12/31/2014 12/31/2015 12/31/2016 12/31/2017 12/31/2018 6/30/2019 (unaudited)
Current Assets vs. Current Liabilities (2012-2019)
Total current assets Total current liabilities
6/30/20
12 6/30/201
3 12/31/2013
(6 mos)
12/31/20
14 12/31/2015 12/31/2016 12/31/2017 12/31/2018
6/30/2019
(unaudited)
Total
current
assets

560,261

1,116,68
3 1,633,456

1,938,801

1,515,785

1,696,912 2,355,591 3,248,461 2,388,164
Total
current
liabilitie
s

66,274

204,174

133,655

350,515

646,826

673,471

92,648

128,059

111,464
Liquidit
y Ratio

8.45 5.47

12.22 5.53

2.34 2.52

25.43 25.37

21.43 11739 Victory Blvd., Los Angeles, CA 91606 | 213.316.0108 www.cbhousing.org | [email protected]
Development summary
total
units
supportive
units
location
Operation / Construction
Elm Avenue Apartments 17 16 Long Beach
The Courtyards 46 23 Long Beach
28th Street Apartments 49 30 South Los Angeles
NoHo Senior Villas 49 30 North Hollywood, Los Angeles
Burlington Family Apartments 30 21 Westlake, Los Angeles Lantern Woods Apartments 29 0 Barstow
Banning Villa Apartments 90 0 Wilmington, Los Angeles
Immanuel Place 25 15 Long Beach
Holt Family Apartments 50 25 Pomona
King 1101 Apartments 26 25 South Los Angeles
Vistas del Puerto 48 24 Long Beach
Metamorphosis on Foothill 48 47 Sylmar, Los Angeles
Subtotal 507 256
Predevelopment
Isla Intersections 54 53 South Los Angeles
Corazon del Valle (CDV) I 90 45 Panorama City, Los Angeles Corazon del Valle (CDV) II 90 45 Panorama City, Los Angeles Subtotal 304 196
Grand Total 811 452
Clifford Beers Housing
Property
Descriptions
Clifford Beers Housing
Clifford Beers Housing
Elm apartment during construction
Elm apartment interior, completed
Clifford Beers Housing
Elm Avenue Apartments
530 Elm Avenue | Long Beach, CA
Elm Avenue Apartments is a substantial rehabilitation of a 1926 apartment building located in historic downtown Long Beach. The project reinforces the viability of its neighborhood by restoring a blighted building to its original architectural character. Prior to Clifford Beers Housing's (CBH) ownership, the property suffered from inadequate maintenance and poor property management. To generate support for the development, CBH staff walked door-to-door to talk with the surrounding residents. As a result, the project received strong support from the neighbors. The restoration of the Tudor façade and wood casement windows compliments the Craftsman era homes and small apartment buildings of the surrounding neighborhood known as the Downtown Arts District. The design of the project completely transformed the building by providing more livable layouts, rejuvenating a laundry facility and community room, and adding a solar photovoltaic system. Each apartment includes phone, cable TV and computer data linkages. Elm Avenue Apartments has an on-site property manager and has excellent access to supportive mental health, disability and other services. The building is well served by public transportation.

Developer: Clifford Beers Housing
Architect: Richard Barron Architects
General contractor: Westport Construction/ICON Builders Property management: Levine Management Group
Supportive services: Mental Health America of Los Angeles Completion date: March 2008
Tenants: 100% are homes for residents facing disabilities and homelessness; 69% receive supportive services.

Apartment info: 16 studios and 1 manager's apartment
Rental rates: 4 apartments below 60% AMI, 3 below 40%, 2 below 30%, 7 below 25%.

Apartment size: 225-350 sq. ft
Perm funding sources: Long Beach Housing Development Co.: $1,900,000 LA Housing and Community Development Dept-GHI: $700,000 9% Low Income Housing Tax Credit equity: $2,400,000
MHP-GHI subsidy
Total development cost: $5,000,000
Awards: 2009 Long Beach Heritage Historic Preservation Award 2010 1000 HOMES Innovation in Community Improvement Award by the Urban Land Institute
Clifford Beers Housing
Courtyards 1045 Redondo Avenue: before
Courtyards 1045 Redondo Avenue: architect's concept
Courtyards 1045 Redondo Avenue: complete
Courtyards: Apartment interior
Courtyards 1027 Redondo Avenue: before
Courtyards 1027 Redondo Avenue: architect's concept
Courtyards 1027 Redondo Avenue: complete
Clifford Beers Housing
The Courtyards inLong Beach
1027 & 1045 Redondo Avenue, 1134 Stanley Avenue, 350 E Esther St. | Long Beach, CA The Courtyards in Long Beach provides 44 affordable apartments in a mixed population, scatter-site development model. 23 of these apartments provide permanent supportive housing for homeless households facing mental illness. The Courtyards in Long Beach is a substantial rehabilitation of four single-story courtyard-style apartment buildings constructed in the 1920s, with each building housing a range of 10 to 12 studio apartments complete with kitchens and bathrooms. Each building reserves approximately 50% of its units for Mental Health Services Act eligible households, with supportive services provided by Mental Health America of Los Angeles Village. The architectural design of each building is complimentary to surrounding historic homes and structures, and was designed using green-building criteria from Enterprise’s Green Communities program. Sustainable features include water and energy-efficient fixtures and appliances, drought tolerant landscaping, and proximity to transit. The renovation of the dilapidated buildings presents a significant investment in the Long Beach community.

The project received an allocation of tax credits in 2008, just as the financial markets were collapsing and demand from the investment community for low income housing tax credits (LIHTC) had all but disappeared. The collapse of the LIHTC market ultimately delayed the project for 12 months; however Clifford Beers Housing was able to overcome this challenge thanks to its perseverance. The project successfully applied for and received American Reinvestment and Recovery Act (ARRA) funds in lieu of LIHTC equity. The Courtyards in Long Beach was one of the first Mental Health Services Act-funded projects with ARRA funds.

Developer: Clifford Beers Housing
Architect: JS Egan Design
General contractor: Westport Construction, Inc./ ICON Builders Property management: Levine Management Group
Supportive services: Mental Health America of Los Angeles Completion date: December 2010
Tenants: 52% receive supportive services
Apartment info: 44 studios and 2 managers’ apartments
Rental rates: 23 units below 30% AMI, 21 below 50% AMI.

Apartment size: Approximately 320 sq. ft
Perm funding sources: American Reinvestment and Recovery Act: $4,800,000 CA HCD Multifamily Housing Program: $2,900,000
Mental Health Services Act capital loan: $2,200,000
City of Long Beach: $2,300,000
Federal Home Loan Bank Affordable Housing Program: $500,000 Mental Health Services Act Operating Subsidy: $2,300,000 Total development cost: $12,300,000
Awards: 2010 1000 HOMES Innovation in Community Improvement Award by Urban Land Institute
2011 Special Needs Project of the Year Award by Southern California Association of Nonprofit Housing
Clifford Beers Housing
28th Street Apartments: Community deck and new wing
Resident center Apartment interior
Community center basketball court Rehabilitation of historic 1926 YMCAbuilding Clifford Beers Housing
28th Street Apartments
1006 E 28th Street | Los Angeles, CA
The 28th Street Apartments is an adaptive re-use of an historic YMCA that was designed by renowned African American architect Paul Revere Williams. The building is listed on local, state and federal historic registers and the rehabilitation scope conforms to Federal standards. The project provides 48 units of studio-style affordable housing and 1 studio-style manager unit. The project includes supportive social services for tenants and approximately 8,000 square feet of ground floor space for the Coalition for Responsible Community Development (CRCD), Kedren and other neighborhood services. The 50 rooms that originally existed were only 85 to 110 square feet, and had a shared bathroom on each floor, as well as a common cafeteria on the second floor. Clifford Beers Housing and CRCD partnered in redeveloping the building to modern standards so that it can once again serve the surrounding community with a community center on the first floor and homes that are affordable for adults, youth transitioning out of the foster care system, and individuals with special needs. The second through fourth floors of the existing building were rehabbed to provide 24 apartments, complete with kitchenettes and bathrooms. An addition was made to the rear of the existing building to provide the remaining 25 apartments.

Modernizing such a special building proved to be a considerable challenge. CBH rose to this challenge by working closely with Koning Eizenberg Architecture (KEA), the Historic Resources Group and Alpha Construction to design a sensitive re-use of the historic YMCA building. For example, the team exploited Paul William’s interstitial space between the first and second floors; this space conceals the building’s modern mechanical system lateral tie-ins to avoid unsightly piping exposure in the historically sensitive first floor public rooms. KEA designed a thoughtful replacement to the lost annex addition at the rear of the property. The new wing massing remains subordinate to the character-defining original building forms. Finally, the project incorporates Leadership in Energy and Environmental Design (LEED) building standards and achieved a LEED Gold rating.

Developer: Clifford Beers Housing
Co-developer: Coalition for Responsible Community Development Architect: Koning Eizenberg Architecture
General contractor: Alpha Construction
Property management: Levine Management Group
Supportive services: Coalition for Responsible Community Development and Kedren Community Health Center
Completion date: September 2012
Tenants: 63% receive supportive services
Apartment info: 48 studios and 1 manager unit
Rental rates: 30 units below 30% AMI, 18 below 50% AMI.

Apartment size: Approximately 308 sq. ft
Perm funding sources: Mental Health Services Act capital loan: $4,000,000 LA Housing and Community Investment Dept Trust Fund: $3,100,000 Community Redevelopment Agency of City of Los Angeles: $2,400,000 Los Angeles County Community Development Co: $1,900,000 9% Low Income Housing Tax Credit equity: $8,700,000
Mental Health Services Act Operating Subsidy: $3,200,000 Total development cost: $20,800,000
Awards: 2016 Architizer Jury’s Choice A+ Award
2015 National Honor Award for Architecture by AIA National 2013 Preservation Award by Los Angeles Conservancy
2013 Award of Excellence by Los Angeles Business Council - Los Angeles Architectural Awards
2013 Westside Prize HONOR Award by Westside Urban Forum Clifford Beers Housing
NoHo Senior Villas: stairwell
NoHo Senior Villas: Courtyard (above) and rooftop deck
Clifford Beers Housing
NoHo Senior Villas
5525 Klump Avenue | Los Angeles, CA
NoHo Senior Villas is a multifamily senior community in the North Hollywood Arts District of the City of Los Angeles. The project site is in close walking distance to the Metro Red Line subway, Metro Orange Line bus way, and a variety of restaurants, shops, and other amenities. This permanent supportive housing community includes 48 one-bedroom, one-bathroom apartments and one manager's apartment. The property is completely ADA accessible with four units specifically designed for those with mobility, vision, or hearing impairments. All apartments are reserved for households with at least one member who is age 55 or older and whose incomes range from 25% to 60% of the area median income. 18 apartments are reserved for homeless households living with mental illness, supported by an operating subsidy from the California Mental Health Services Act.

NoHo Senior Villas is a newly constructed five-story building designed to meet Leadership in Energy and Environmental Design Platinum standards, including water- and energy-efficient features. The ground floor features a landscaped courtyard, a lobby, property management office, conference room, two supportive service offices, and a community room furnished with a public kitchen, two computer stations, and a TV lounge. The offices are dedicated to on-site resident service coordinators, case managers and health providers. The roof features a landscape deck, community edible garden, and a laundry room. For the enjoyment of the residents the ground floor courtyard offers a shade tree, patio furniture, and a central water feature. The roof deck offers patio furniture and large planters with plants and flowering bushes. An on-grade, gated and covered parking lot is located away from the street in the rear of the building and offers 24 regular and two handicapped parking spaces, as well as several bike racks.

Developer: Clifford Beers Housing
Co-developer: PATH Ventures
Architect: Killefer Flamang Architects
General contractor: Dreyfuss Construction
Property management: The John Stewart Company
Supportive services: PATH Ventures
Mental health services: San Fernando Valley Community Mental Health Center Completion date: October 2012
Tenants: 63% receive supportive services
Apartment info: 48 one-bedrooms and 1 two-bedroom manager's unit Rental rates: 18 units below 25% AMI, 12 below 30% AMI, 5 below 50% AMI, 13 below 60% AMI.

Apartment size: Approximately 550 sq. ft
Perm funding sources: LA HCD-Governor’s Homeless Initiative Loan: $2,600,000 Mental Health Services Act capital loan: $3,000,000
Los Angeles HCID: $4,800,000
Federal Home Loan Bank Affordable Housing Program: $500,000 4% Low Income Housing Tax Credits: $4,900,000
MHSA operating subsidy
Total development cost: $16,4200,000
Awards: 2013 Award of Merit for Best Seniors Housing Community by Gold Nugget Award
Clifford Beers Housing
Burlington Family Apartments: Front facade
Burlington Family Apartments: Completed apartment
Mural - North wall
Clifford Beers Housing
Burlington Family Apartments
409-415 S. Burlington Avenue | Los Angeles, CA
Located in the Westlake neighborhood just west of downtown Los Angeles, the Burlington Family Apartments transformed a vacant, blighted lot into a 30-unit affordable apartment community for lowincome and special needs households. The project is in close walking distance to Wilshire Boulevard, a major arterial road that provides access through the city of Los Angeles. Nearby amenities include MacArthur Park, St Vincent’s Hospital, public transit, shopping and other essential services. The property features nine three-bedroom and 15 two-bedroom units, including a manager’s unit, two one- bedroom units and four studio apartment units. Burlington Family Apartments is a newly constructed four-story building with gated secured parking, a secured pedestrian entry, a resident lounge equipped with computer stations, edible community gardens, and a community kitchen.

CBH partners with Amanecer Community Counseling Services to provide on-site supportive services for residents that focus on physical and mental health, independent living skills, money management and residential stability. Ocean Park Community Center coordinates resident services to link residents with local community groups to provide additional services (both off-site and on-site) such as movie and game nights, reading groups, spiritual groups, arts and crafts, cooking classes, nutrition classes, substance abuse counseling, anger management and non-violent conflict resolution classes, legal assistance, and community volunteer opportunities.

Burlington Family Apartments was certified Gold for Leadership in Energy and Environmental Design. Sustainable features include solar panels, water and energy efficiency, natural site drainage, bike parking, electric vehicle charging stations, green roofs, and local drought-tolerant landscaping.

Developer: Clifford Beers Housing
Architect: Gonzalez Goodale Architects
General contractor: Alpha Construction
Property management: Levine Management Group
Supportive services: Amanecer Community Counseling Services and The People Concern Completion date: October 2014
Tenants: 72% receive supportive services, for families that have experienced chronic homelessness and mental illness.

Apartment info: 9 three-bedrooms, 15 two-bedrooms, 2 one-bedrooms, and 4 studios Rental rates: 15 units below 25% AMI, 4 below 40% AMI, 3 below 50% AMI, 7 below 60% AMI.

Apartment size: Approximately 550 sq. ft
Perm funding sources: Housing Authority of the County of LA: $2,300,000 CA Community Reinvestment Co permanent loan: $770,000
CA Housing and Community Development Multifamily Housing Program:
$2,400,000
Federal Home Loan Bank Affordable Housing Program: $290,000 9% Low Income Housing Tax Credit equity: $8,900,000
HACLA and DHS operating subsidies
Total development cost: $14,660,000
Clifford Beers Housing
Lantern Woods Apartments: exterior, completed
Laundry Room Accessible pool
Courtyard Carport
Clifford Beers Housing
Lantern Woods Apartments
425 South 1st Avenue and 434 South 2nd Avenue | Barstow, CA Lantern Woods Apartments is an affordable community development that rehabilitated two contiguous properties that were built in the mid-1950s. The western parcel includes a 12-unit, twostory apartment building, nine-stall carport structure, three-stall garage, and community laundry room. The eastern parcel includes 17 apartment units located in three one-story bungalow structures, a swimming pool, and 11 uncovered parking stalls. Substantial rehabilitation transformed the blighted property that was not fit for occupancy into a modern, affordable living space for local residents. The building provides attractive, quality housing for 28 families or individuals whose incomes are at or below 50% of the area median income.

The renovated project includes new sewer, plumbing, gas, electrical, and heating and cooling systems. All units have new kitchen cabinets, appliances, and bathroom fixtures. Common area improvements include a swimming pool, community laundry room, property manager’s office, resident lounge, 12 covered parking spaces, restricted access gates at vehicle and pedestrian entrances, perimeter security cameras, barbeque grills, picnic benches, and landscaped courtyards.

Beacon Property Management provides property management services for the project and employs a full- time, on-site property manager who is responsible for the day-to-day operations at the site.

Developer: Clifford Beers Housing
Architect: Silber Architects
General contractor: Dreyfuss Construction
Property management: Beacon Property Management
Completion date: May 2012
Apartment info: 16 studios, 4 one-bedrooms, 8 two-bedrooms, and 1 manager’s unit Rental rates: 28 units below 50% AMI.

Apartment size: Approximately 350-800 sq. ft
Perm funding sources: Neighborhood Stabilization Program: $3,900,000 County of San Bernardino HOME Funds: $1,300,000
Total development cost: $5,200,000
Clifford Beers Housing
Banning Villa front - completed Front - before rehab
Central courtyard perspective - architect's concept
Clifford Beers Housing
Banning Villa Apartments
1100 N. Banning Boulevard | Los Angeles, CA
Clifford Beers Housing (CBH) and Preservation Partners Development III (PPD) joined forces to rehabilitate Banning Villa, an existing at-risk Section 8 project located in Wilmington in Los Angeles.

Banning Villa is a 90-unit apartment complex built in 1976. This property consists of 89 one-bedroom units for very low-income seniors, one two-bedroom manager's unit, a community recreation building, a large central outdoor space, multiple laundry facilities and 55 parking spaces. The building is approximately 49,500 square feet.

The project-based Section 8 contract was eligible for termination in 2013, but CBH and PPD extended and preserved the affordability levels of the property for an additional 55 years so that the project will continue to serve the low-income elderly community. Preservation of project-based Section 8 assistance properties in high cost, major metropolitan areas such as Los Angeles is essential to providing decent housing resources to these extremely low-income households, that are most in need.

In addition to preserving affordable housing, CBH and PPD modernized and improved the physical environment and living conditions for the residents. The rehabilitation included new building facades, new windows and doors, painting, signage, upgraded low-water landscaping, new heating and air- conditioning systems (HVAC), and remodeled kitchens and bathrooms with energy efficient fixtures and appliances. The rehabilitation positively impacts the surrounding community and encourages neighborhood reinvestment. Rehabilitation was done with the tenants in place.

PPD provides a social service program for all residents and free food delivery by Cornucopia Services. The social service program encourages resident participation in available neighborhood services.

Developer: Preservation Partners Development & Clifford Beers Housing Architect: Gonzalez Goodale Architects
General contractor: Alpha Construction
Property management: Preservation Partners Management Group Supportive services: Cornucopia Services
Completion date: December 2013
Apartment info: 89 one-bedrooms, one two-bedroom manager’s unit Rental rates: 54 units below 50% AMI, 35 below 60%AMI.

Apartment size: Approximately 800-1150 sq. ft
Perm funding sources: US HUD loan: $11,900,000
Federal Home Loan Bank Affordable Housing Program: $900,000 4% Low Income Housing Tax Credit equity: $7,200,000
Total development cost: $21,000,000
20 Clifford Beers Housing
Above: Immanuel facades and community room - completed
Above: Before rehab
Clifford Beers Housing 21
Immanuel Senior Housing
3215 3rd Street | Long Beach, CA
Immanuel Senior Housing consists of the adaptive reuse of a 1922 church in Long Beach into 24 onebedroom apartments of affordable rental housing for seniors and one, one-bedroom manager’s apartment. This adaptive reuse project complements the neighborhood with preservation of the structure’s rich exterior façade. Many beautiful details of the church were preserved including large stained-glass windows and the historic pipe organ. To accommodate parking, the project relocated a single-family home next to the church. The project includes building-out existing classroom and auxiliary space as units on three levels, while preserving the ground-level sanctuary space as a community room with a kitchen and library. Additional amenities include a secured entry, a fitness room, laundry facilities and secure parking. Residents have access to on-site senior services such as adult education, health and wellness programs. The apartment community meets Build It Green’s Platinum GreenPoint standards. Solar thermal panels heat water for the building and high-efficiency appliances help achieve this high rating.

Former Long Beach Vice Mayor Suja Lowenthal stated, “The Immanuel Senior Housing development is a great addition to the community and supports our goals of neighborhood revitalization. The rehabilitation of this building provides a quality, affordable living space for seniors with limited income, while also helping to make our community safer and more attractive.” In total, Immanuel Senior Housing is about 31,000 square feet. 15 apartments are reserved for formerly homeless households that are high utilizers of the Los Angeles Department of Health Services facilities.

Developers: Thomas Safran & Associates and Clifford Beers Housing Architect: Killefer Flammang Architects
General contractor: Dreyfuss Construction
Property management: Thomas Safran & Associates
Supportive services: St. Joseph Center
Completion date: December 2016
Apartment info: One manager's unit and 24 one-bedroom affordable units, including 15 units for seniors with specialneeds.

Rental rates: 4 units below 30% AMI, 4 below 40% AMI, 6 below 45% AMI, 3 below 50% AMI, and 7 below 60%AMI.

Perm funding sources: CA Dept of Housing & Community Dev’t Infill Incentive grant: $1,000,000 City of Long Beach Housing Devt Corp: $1,700,000
Community Development Commission of the County of Los Angeles:
$1,800,000
Federal Home Loan Bank Affordable Housing Program: $400,000 9% Low Income Housing Tax Credit equity: $6,900,000
Los Angeles Department of Health Services vouchers
Total development cost: Approximately $12,100,000
Clifford Beers Housing
Holt Family Apartments, clockwise from upper left: playground, courtyard, apartment interior, front entrance Clifford Beers Housing
Holt Family Apartments
1445 E. Holt Avenue | Pomona, CA
Holt Family Apartments is a 50-apartment community for low-income families in the City of Pomona.

This beautifully designed and well-managed permanent supportive housing community increases land value and social services in the surrounding area. 25 apartments are reserved for households that are clients of Tri-City Mental Health Services. All households receive a high level of supportive services tailored to their specific needs.

Holt Family Apartments is a newly constructed Type V, wood-framed building that has achieved a Leadership in Energy and Environmental Design Gold rating. This includes the first multifamily greywater recycling system in the city of Pomona. The site includes ample courtyards, a public playground and basketball court for the neighborhood, community gardens, an indoor community room with a kitchen and lounge for residents and the neighborhood, a computer room for residents, and staff offices. The 50 apartments consist of 11 one-bedrooms, 16 two-bedrooms and 22 threebedrooms for low-income households, and 1 on-site manager’s unit.

Tri-City Mental Health Services (TCMHS) provides full time, on-site case managers and resident services coordinators. The resident services coordinator works with all tenants to create a sense of community and support them in areas such as physical and financial health. The case managers work with households with at least one member living with a disability or mental illness and deliver or link them to services in the community. These services focus on improving stability, self-sufficiency, benefits enrollment assistance, mental health, medication management, counseling, job training, and life skill development. Tenant participation in all services is voluntary. The property manager works closely with the resident service coordinator and case managers to provide services for residents.

Developer: Clifford Beers Housing
Architect: Gonzalez Goodale Architects
General contractor: Dreyfuss Construction
Property management: Levine Management Group
Supportive services: Tri-City Mental Health Services
Completion date: December 2017
Tenants: 50% supported, for families that have faced homelessness and mental illness.

Apartment info: 50 apartments: 11 one-bedrooms, 16 two-bedrooms and 22 threebedrooms for low-income households, and 1 manager’s unit.

Rental rates: Less than 35%-60% of area median income
Perm funding sources: 9 per cent Low Income Housing Tax Credits: $16,800,000 CA Housing Finance Agency MHSA loan: $2,900,000
Total development cost: $19,700,000
18 Clifford Beers Housing
King 1101 Apartments
Clifford Beers Housing
19 King 1101 Apartments
1101-1107 Martin Luther King Boulevard | Los Angeles, CA CBH has transformed a vacant, blighted lot located at 1101-1107 Martin Luther King Boulevard in Los Angeles into an affordable, four-story multifamily community for 25 families and military veterans that have experienced homelessness.

Located just west of Vermont Avenue in South Los Angeles, the site’s proximity to Exposition Park gives residents access to unique amenities such as the California Science Center, Natural History Museum, Jesse Brewer Jr. Park, the Exposition Park Rose Garden, and public transit. King 1101 features outdoor green space, a community room, a community kitchen, a community edible garden, gated parking, secured entries and staff offices. The ground floor includes street front commercial space.

The design, which complements the surrounding neighborhood, is in a California contemporary style; it provides generous indoor and outdoor open and functional spaces for all users, including ample natural light and ventilation. The architect has configured King 1101 to respond to its local context through careful massing that does not overwhelm the surrounding uses. The project is designed to achieve a Leadership in Energy and Environmental Design Platinum rating, including local droughttolerant landscaping and energy and water efficiency.

Of the 26 apartments, one is designated for an on-site manager, 12 are reserved for low-income, chronically homeless households that have a member who is eligible for services under the Mental Health Services Act and 13 are reserved for low-income, homeless veteran households.

CBH and The People Concern provide intensive case management services at King 1101 and connect residents to a range of support services that they may need to improve their health, gain increased independence, and remain stably housed. Such services include mental health care, educational and training services, life skills workshops, substance abuse treatment, financial literacy training, and selfhelp groups. CBH is partnering with the City of Los Angeles Economic and Workforce Development Department to include a social enterprise on the ground floor of King 1101. CBH envisions a retail space that will contribute to the betterment of the community and provide job training in South LA.

Developer: Clifford Beers Housing
Architect: Lorcan O'Herlihy Architects
General Contractor: GB Construction
Property management: Levine Management Group
Supportive services: The People Concern and the Veterans Administration Completion date: September 2018
Apartment info: One manager's unit, 12 for chronically homeless households with special needs, 13 for homeless veteran households, One-bedrooms, three-bedrooms and studios.

Rental rates: Less than 30%-50% of area median income.

Funding sources: 9% Low Income Housing Tax Credit equity: $8,800,000 Wells Fargo construction loan: $8,100,000
Los Angeles Housing and Community Investment Dept: $4,100,000 LA County Community Development Commission: $1,500,000
CA Governor’s Homeless Initiative: $1,200,000
Home Depot Foundation: $200,000
City of Los Angeles Housing Authority project-based vouchers and Veterans Administration Supportive Housing vouchers
Expected total development cost: Approximately $16,200,000 Clifford Beers Housing
Vistas del Puerto: Architect’s concepts
Clifford Beers Housing
Vistas del Puerto
1836-1852 Locust Avenue | Long Beach, CA
Vistas del Puerto will provide 48 apartment homes, including 47 affordable for households earning between 30 percent and 50 percent of the area median income and one manager’s apartment. Half of the apartments will be reserved for households that are frequent utilizers of the Department of Health Services (DHS), including people with chronic health conditions and those who have experienced homelessness. The remaining apartments will be designated for large families.

The apartment complex will feature large community spaces, on-site parking, secured pedestrian entry, management and support service offices, bike storage, a bike lounge, edible garden planters, a community room complete with a kitchen, an outdoor courtyard, and on-site laundry. It will be developed to meet Green Point Gold environmental standards using energy efficient and sustainable features. Apartment amenities will include a full kitchen, heating and air conditioning. Apartments reserved for DHS clients will be fully furnished.

The site is close walking distance to a grocery store, pharmacy, schools, public library, medical clinic, and public transit, including the Metro Blue Line and Long Beach Transit bus stops. The site is also next to Mental Health America’s planned Homeless Healthcare Center, which will open prior to Vistas del Puerto’s completion.

Developer: Clifford Beers Housing
General Contractor: Dreyfuss Construction
Architect: Killefer Flamang Architects
Property management: Levine Management Group
Supportive services: Mental Health America
Expected completion date: July 2020
Tenants: Families with income less than 30%-50% of the area median income (AMI)
Funding sources: Genesis LA, Corporation for Supportive Housing, Wells Fargo Bank, N.A., Nine Percent Low Income Housing Tax Credit Equity, Community Development Commission of the County of LA, Long Beach Community Investment Corporation, California Community Reinvestment Corporation, Los Angeles Department of Health Services (subsidy), Brilliant Corners (subsidy)
Expected total development cost: $26,500,000
Clifford Beers Housing
Metamorphosis on Foothill: Architect’s concepts
Clifford Beers Housing 21
Metamorphosis on Foothill
13574 Foothill Boulevard | Sylmar, Los Angeles, CA
Metamorphosis on Foothill will provide 48 apartments, 47 of which will be reserved for small families or individuals that are experiencing homelessness. Twenty-four of these apartments will be reserved for chronically homeless individuals. All 47 apartments will be fully furnished and be subsidized with Section 8 project-based vouchers from the Housing Authority of the City of Los Angeles. Apartment amenities will include a full kitchen, bathroom, heating, air conditioning and furnishings. On-site supportive services and case management will be provided.

The apartment complex will feature resident parking, secured entry, supportive service and management offices, bike storage, a park with ADA walking paths, community garden planters, a small orchard, a bioswale, a community room and kitchen, and on-site laundry. It will be developed to meet GreenPoint Gold standards, using sustainable and energy-efficient features.

Metamorphosis will be within close walking distance of multiple Metro bus stops, food and retail options, grocery stores, a pharmacy, several full-service banks, Gridley Street Elementary School and a US post office.

Financing includes 4% low income housing tax credits, tax exempt bonds, proceeds from Mea-sure HHH, Column Financial, and the Federal Home Loan Bank of San Francisco.

Developer: Clifford Beers Housing
Co-developer: Abbey Road
Architect: Togawa Smith Martin
General Contractor: GB Construction
Property management: Levine Management Group
Supportive services: Penny Lane Centers
Expected completion date: September 2020
Tenants: Households with special needs that have faced homelessness Apartment info: 47 affordable apartments and 1 manager’s apartment Rental rates: Subsidized with Section 8 project-based vouchers Funding sources: Bank of America, National Equity Fund, LA Housing and Community Investment Department: Proposition HHH, California Housing Finance Agency (bond issuer and permanent lender), Housing Authority of the City of Los Angeles (subsidy), Federal Home Loan Bank of San Francisco – Affordable Housing Program, Column Financial
Expected total development cost: $25,000,000
Clifford Beers Housing
Isla Intersections: Architect’s concept
Clifford Beers Housing
Isla Intersections
283 W. Imperial Highway | South Los Angeles, CA
Isla Intersections will provide 54 new one-bedroom units with 53 affordable to households earning less than 40 percent of the area median income and one apartment for management staff. All of the affordable apartments will be reserved for formerly homeless households, including 27 for individuals who have experienced chronic homelessness. These apartments will be subsidized with Section 8 project-based vouchers from the Housing Authority of the City of Los Angeles. Apartment amenities will include a full kitchen, bathroom, heating, air conditioning and furnishings. Supportive services and case management will be provided on-site by American Family Housing.

The project will utilize an innovative construction method in the form of shipping containers strategically oriented to minimize noise and air pollution from the nearby freeways amongst a lush landscape. Other amenities include rooftop terraces, community gardens, a community room and kitchen, and an outdoor courtyard. The environmental vision of this project is to create a living lung – a green buffer that breaks down particulate matter and serves as an organic example for developing sites within close proximity to freeways. The project is within close walking distance of the Metro green line, the “120” and “45” bus line stops, which is convenient for the future tenants, many of whom will not own cars.

Financing includes 4% low income housing tax credits, tax exempt bonds, proceeds from Measure HHH loan funds, and private grant donations.

Developer: Clifford Beers Housing
Co-developer: American Family Housing
Architect: Lorcan O’Herlilhy Architects
Property management: Levine Management Group
Supportive services: American Family Housing
Expected completion date: July 2020
Tenants: Households that have faced chronic homelessness and mental illness.

Clifford Beers Housing
Corazon del Valle (CDV) I
14545 Lanark Street | Panorama City, CA
CDV I will be home to 90 households, 88 of which will earn between 30 and 60 percent of the area median income and two apartments set aside for managerial staff of the buildings. The total unit mix will be comprised of 18 studios, 27 onebedrooms, 23 two-bedrooms, and 22 three-bedroom apartments. Half of all units will be set aside for households that have experienced homelessness and the remaining will be made affordable to low-income individuals and families.

Apartment amenities will include a full kitchen, bathroom, heating and air conditioning. Those apartments reserved as permanent supportive housing (PSH) units will be fully furnished.

The apartment complex will feature large community spaces, an indoor community room and kitchen, parking, secured pedestrian entry, management and supportive service offices, bike storage, private courtyard areas, and on-site laundry. It will be developed to model healthy and environmentally-friendly design practices through water reuse and recapture systems and solar PV.

Clifford Beers Housing
Perkins + Will
Levine Management Group
San Fernando Valley Community Mental Health Center
March 2021
Large Family / Special Needs
AHSC, LACDA, 4% Tax Credits
Developer:

Architect:

Property Management:

Supportive Services:

Expected Construction Start:

Tenant Population:

Projected Funding Sources:

Clifford Beers Housing
Corazon del Valle (CDV) II
14545 Lanark Street | Panorama City, CA
CDV II will be home to 90 households, 88 of which will earn between 30 and 60 percent of the area median income and two apartments set aside for managerial staff of the buildings. The total unit mix will be comprised of 18 studios, 27 onebedrooms, 23 two-bedrooms, and 22 three-bedroom apartments. Half of all units will be set aside for households that have experienced homelessness and the remaining will be made affordable to low-income individuals and families.

Apartment amenities will include a full kitchen, bathroom, heating and air conditioning. Those apartments reserved as permanent supportive housing (PSH) units will be fully furnished.

Clifford Beers Housing
Perkins + Will
Levine Management Group
San Fernando Valley Community Mental Health Center
March 2021
Large Family / Special Needs
MHP, LACDA, 4% Tax Credits
Developer:

Architect:

Property Management:

Supportive Services:

Expected Construction Start:

Tenant Population:

Projected Funding Sources:

Clifford Beers Housing

Santa Monica City CouncilJanuary 11, 2022

Santa Monica City Council
January 11, 2022